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Multiverse vs. Tennyson
Season 2, Episode 2
Air date 8/12/2020
Written by XxXWTBxXx
Directed by XxXWTBxXx
Episode Guide
MvT Chapter 14: Omni-Kickstart
MvT Chapter 16: Dimension 505: Part 1

"Locked Grips" is the fifteenth chapter of the fan-made Ben 10 continuation, Multiverse vs. Tennyson.


"The alternate Tennyson beyond the fabric of space-time unveils his revenge, as one of our heroes attempts to repair bonds with those he's pushed away, only to make his problems much worse."


The opening scene opens within the streets of an alternate, apocalyptic version of the city of Bellwood, its streets desolate and irradiated with ash and soot, as wandering, groaning figures slowly stumble through the cracked, crumpled streets, revealing themselves to be horrific mutants, with skeletal, pitch-black flesh covered in glowing-purple radioactive energy, asymmetrical facial features, and massive, razor-sharp rows of sharp teeth and three-fingered claws. Ectonurites fly throughout the bright-orange sky, as the corpses of various dead mutants, including the wandering zombies, are scattered throughout the streets.


Sprinting through the sheets, the loud mechanical clanks of a shambling android smashes through various abandoned vehicles, splitting a broken-down car in the middle of the street with Humungousaur’s strength, as the figure is pursued by a pair of lightning-fast figures, revealing themselves as Ultimate Ben and Reboot Ben, the latter now apart of the forces against Neomni as of Chapter 14. Both wore specialized Galvan hazmat suits, protecting them from the dimension’s radiation and even applying to their alien forms, and were respectively using the powers of Ultimate Fasttrack, and transformed as XLR8.

The determined Ultimate Ben screeches to a halt, launching a sonic boom in the direction of the mechanical figure’s backside that sends them crashing to the broken asphalt in a heap. As the two Omnitrix wielders loom over the fallen figure, it swings upwards, contorting and restructuring its body structure with the powers of Goop’s slimy body structure, revealing itself as the disembodied, remaining left side of Neomni, her missing right side and left arm from the elbow down both replaced by constructs of caustic, bright-purple energy, similar to what her right side did with Fulmini electricity back in Chapter 12.

“This is all that remains of her! Don’t let it get away!” Ultimate Ben exclaims, as he takes a running stance and begins to rapidly sprint toward Neomni, only to be thrown back with Lodestar’s magnetic force-fields. Tumbling on his backside, he quickly recovers, as XLR8 asks, “How did she power up in under 24 hours?!”

“She absorbed the radiation of Corrodium dust within this dimension’s atmosphere, and compressed it down into an energy that can replace her body parts! She’s weaker without her mechanical arms, but she can still do some damage!” Ultimate Ben exclaims, gesturing to the suit he was wearing. “These suits are all what are keeping us from being irradiated by mutagenic alien radiation! Don’t let her damage them!” 

XLR8 nodding in response, Ultimate Ben, without striking the Ultimatrix symbol on his chest, as it was under his suit, suddenly gains the powers of an unfamiliar alien projected as a hologram behind him, resembling a large, bipedal crustacean resembling a crab, with a dark-brownish-orange-colored shell, large armored plates covering his forehead, six, single-jointed legs, long clawed arms with spiked elbows, an almost-”scowling” mouth with constantly-bared teeth, and a black-and-green outfit taking the form of a belt around his waist, loincloth-like strip, and stripes running down the center of his forehead, the Ultimatrix symbol on the middle of the front of his belt.

“PREPARE FOR BRAINSTORM!” Ultimate Ben exclaims, suddenly firing a blast of bright-yellow electricity from his forehead, using it to electrically lift several piles of metallic rubble and telekinetically throw them. Neomni struggles them off, countering them with the magnetokinesis of Lodestar, before throwing them back toward their source, as several mutants audibly flee in distress of the newcomers.

Ultimate Ben deflecting them with an electric force-field projected around him, XLR8 zooms in, rapidly swirling around to create a vortex, although Neomni effortlessly manages to counter this with Big Chill’s cryokinesis, breathing out a freezing mist that blankets the ground in ice, sending XLR8 slipping around and sliding into the ground. Neomni attempts to attack the vulnerable XLR8 with a radioactive blast from her left arm, although he is pulled out his way with the help of Ultimate Ben using Brainstorm’s electro-telekinesis.

“Ice, huh? Better use a different approach.” Ultimate Ben remarks, smacking the Omnitrix symbol on XLR8’s symbol and causing him to transform in a sequence, as he gains the rocky, fiery body structure of the hazmat-suited Heatblast and turns the symbol on his chest, twisting it horizontally and turning it glowing-green, as his body is rapidly in engulfed in reddish-orange, black, and white armor, replacing his hazmat suit, as it sprouts an armored mask with an NRG-like grill-plate over his mouth, tubes extending around his collar and armpits, a massive, fired-up blaster in place of his left forearm, and glowing-green highlights on his biceps.

“HERE WE GO! HEATBLAST, NOW WITH TRIPLE THE FIREPOWER!” Omni-Kix Heatblast exclaims, as he extends out his left arm’s blaster and fires a powerful pyro laser from it at Neomni, engulfing her form in a mass of flames. Screaming out, she fails to use Big Chill’s freezing mist to engulf the powerful flames, and thus, Ultimate Ben electro-telekinetically lifts her up in the air and smashes her into the side of the building, before lifting her up again and then, slams her violently into the ground. Collapsing to the ground, crackling with electricity, she transforms her body into the amorous, watery body of Hightide, extinguishing the flames.

Jumping into the air, Omni-Kix Heatblast smashes his fist into the ground, launching a wave of roaring flames that throws the watery Neomni back, causing steam to erupt from her body upon contact with the flames, while Ultimate Ben suddenly exclaims, “SHOCKSQUATCH!” and charges himself with static electricity, before launching a powerful blast from his suit’s glass window, that violently blows a hole straight through the watery Neomni’s right side, electrocuting her in the process. She slowly regenerates said damage, reverts back to her normal, scorched form, and gains the powers of Ultimate Arctiguana, manifesting his cannons atop her shoulders and firing massive pillars of ice in their direction.

Omni-Kix Heatblast responds with another pyrokinetic laser of fiery energy from his left arm, causing one of the columns to explode into fragments of ice and boiling water. As Ultimate Ben launches another electric blast, disorientating Neomni, she fires a chilling beam of ice from her mouth in response, which Ultimate Ben calls out, “GHOSTFREAK!” in response, taking flight and phasing through the attack.

“Looks like someone’s running out of options!” Ultimate Ben exclaims, as Omni-Kix Heatblast rushes forward and smashes a pyrokinetically-enhanced fist across Neomni’s mechanical face. Stumbling back, Neomni’s remaining eye crackles with radioactive energy, as she responds with a corrosive blast of Gutbuster’s sludge, combining with Omni-Kix Heatblast’s attempts to fire another blast at her and creating a violent explosion that sends him flying back. “DAMN! BEN!”

Groaning, Omni-Kix Heatblast slowly begins to push himself up, firing several fireballs to keep Neomni at bay, although her repeated blasts of Gutbuster’s slime causes them to explode while in mid-air, nullifying each attack. Growing closer to the fallen Omni-Kix Heatblast, she effortlessly withstands another pyrokinetic blast with The Worst’s invulnerability, before manifesting the melting powers of White Chocolate. As Omni-Kix Heatblast scrambles to his feet, attempting to move back to get away, Neomni reaches forward and clutches onto him, grabbing hold of his armored right arm and beginning to corrode through his armor.

“GAHHH!” Omni-Kix Heatblast yells with shock, as his arm’s armor begins to melt into sludge, while Neomni violently pounds through his armor with destructive blows. Swooping downwards with Ghostfreak’s levitation, Ultimate Ben gains the powers of Oblithium, manifesting a hard-light construct in the form of a flaming throwing knife that he sends flying at Neomni, amputating her energy arm and releasing Omni-Kix Heatblast in the process. Summoning a hard-light mace, he smashes Neomni against the face, throwing her back, before creating a pair of hard-light bear-traps that grapple onto her ankles, pinning her to the ground.

“You okay, Ben?!” Ultimate Ben exclaims, shocked, as Omni-Kix Heatblast, much of the right side of his torso’s armor eaten through and the rest of his body cracked from Neomni’s punches, groans out in response, managing to steadily get back up to his face and lift up his molecularly-melted and ruined blaster. Too weakened, he collapses to his knees again, his armor crumpling apart further, as Neomni uses radioactive blasts to break through the bear-traps and soon gets back up to her mechanical feet.

She lunges up and tackles Ultimate Ben, violently smashing her fists into his hazmat suit’s glass window and attempting to break it. Although cracking it with her energy fists, Ultimate Ben retaliates and manifests a hard-light construct in the shape of a boxing glove, socking her in the face and throwing her off of him. Stumbling up to his feet, Ultimate Ben notices the scratched-open tears Neomni created during their brief scuffle, and begins to become split on whenever he should rescue Reboot Ben, and escape potential Corrodium mutation, or hopefully try and continue weakening the reanimated left side of Neomni, with the hopes of destroying what remains of her bisected body.

As Neomni stumbles back up to her feet, she finds a hard-light barrier shielding her off from Ultimate Ben. Running forward and striking it with a Tetramand-powered punch, her fist merely bounces off, and requiring extra effort, she strikes with another blow, infused with a combination of her Corrodium radiation and Eelectricity’s electricity, managing to make a crack. Punching through it more and more, she finally breaks a hole through and smashes through the formed opening, curled up into Cannonbolt’s spherical form.

Uncurling and stomping back up to her feet, she looks up to see Ultimate Ben slowly lifting the defeated Omni-Kix Heatblast up, who reverts back to the semi-unconscious Reboot Ben in a flash of green light, and exclaims “SIDESLASH!” as the duo begin to suddenly vanish, phasing into the fourth dimension and escaping the apocalyptic Dimension 38. Neomni attempts to stop them from escaping, firing beams from Ultimate Arctiguana’s cryokinetic cannons, although it was too late, as the duo had already vanished and the ice blasts strike nothing.

Lowering her energy-constructed arms, Neomni’s reanimated left side stands motionlessly, staring where they had vanished, the cannons atop her shoulders vanishing. Her gaze purely emotionless, footsteps that gradually raise in volume begin to approach her from behind. Stiffly turning around, arming herself with radioactive energy, she stares down a figure in a dark hazmat suit akin to the ones the duo were wearing, although covered in filth, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Within the bright-blue aesthetic of Dimension 23, the home dimension of Ben 23, the scene pans to reveal the Twenty-Three Tower, the skyscraper-like headquarters of the hero himself and the dimension’s replacement of the Billions Tower.

Inside, within a luxurious bedroom filled with various Ben 23 merchandise, having shelves of prototype figures of the Hero Watch aliens, a few standing out as Charcoal Man, Lightning Volt, and Muck-A-Muck, Ben 23’s versions of Heatblast, Frankenstrike, and Goop respectively, Ben 23, aided by Skurd 23, steadily goes through a mountain of fanmail, the latter using Handy Man’s four arms, infused with the elastic bandages of Mr. Mummy, to help him open envelopes.

“Why do you always let your inbox grow so overstuffed with fan-mail?” Skurd 23 remarks, slightly annoyed, as he opens up another envelope and gives its contents to Ben 23 to sign and place it in a massive pile of signed letters nearby, as he remarks, “I can’t answer it every week! That seems like a lot of work!”

“The price for heroism, I presume…” Skurd 23 remarks, as Ben 23 hears a voice speak in the earpiece in his right ear, to which he puts his finger to his earpiece and responds with a curious, “Yeah?” and upon hearing the response of what seems to be his agent, continues with, “Oh, them? Yeah, yeah, let them in.”

With that, he lowers his finger and watches the mechanical doors leading into his bedroom open, as a pair of figures slowly enter, the first revealing himself as a startlingly-alien, anthropomorphic crustacean resembling a fiddler crab, entirely covered in stark-white, cyan-blue-highlighted armor, with mechanical, vertical jaws, a large robotic pincer claw in place of his left arm with a smaller, four-fingered right arm, and a large lower-abdomen possessing four, double-jointed, crab-like legs.

The second follows, stumbling around the first’s immense size, revealing herself as a similarly-armored, obviously-alien but more humanoid-proportionate individual with a feminine figure, a hoop extending out of the back of her helmet, which possesses four, cyan-blue-colored, line-shaped eye-holes loosely in the form of an X, closed mechanical orifices atop her shoulders and forearms, pouches around her black beltline, and high-heel-shaped boots.

“Kraab! EightEight! How have you been?” Ben 23 exclaims, trying to make conversation with the two newcomers, and before the feminine EightEight 23 can respond, Kraab 23 loudly exclaims in a deep, masculine, robotically-filtered voice, “Don’t make small talk all of a sudden! You know why we showed up to the tower unannounced!”

“You… want a raise?” Ben 23 responds, to which Kraab 23 exclaims, “NO, I- well, I- perhaps, but that’s not related! We’re here because we just realized that you’ve been secretly trying to cut out of your framed photo of popularity!”

“...what?” Skurd 23 remarks, confused and retracting his augmentations back into his slimy body, to which EightEight 23 attempts to speak again, but is interrupted by Kraab 23, who exclaims, “You’re not letting us get any credit! We were out there curbing the Orange Offenders last night, and nobody even cares! It’s all ‘Handy Man, this’ and ‘Mr. Blob, that’ nowadays! I mean, what about us? I swear, I’ve had a hunch that you dropped that whole ‘23 aliens only’ thing just to get your fans hyper-fixated on you and only you!”

“That’s not true!” Ben 23 responds, as EightEight 23 speaks in an alien language, audibly annoyed, unintelligible to Ben 23, but intelligible to Kraab 23, as he turns to her and states, “Eighty, I know you have to pick up your daughter from daycare in an hour! Just give me a minute!”

EightEight 23 seems to scoff in response, as Kraab 23 turns back to Ben 23 and continues, retorting, “Then, how come Tetrax and SevenSeven are getting all the credit? I mean, we have potential too! We can have action figures too!” as he lifts up the Charcoal Man action figure prototype, holding it as an example.

“Ah, no, no, no, put that back! It’s the only Light-Up Charcoal Man, Glow-in-the-Dark edition, prototype I have! That’s just for display!” Ben 23 remarks, to which Kraab 23 simply puts it back and asks, “So… what do you say? Can we have some more limelight?”

“Kraab, I don’t know why you’re coming to me, acting like I’m intentionally keeping your potential fame at bay. Just keep doing what you’re doing, and people will start to realize your efforts. You’ll get the recognition, it just takes a bit nowadays.” Ben 23 remarks, opening another envelope, to which Kraab crosses his clawed arms, “It better. I gotta tell you, a Kraab action figure with a spring-loaded claw action figure? I mean, that idea’s just golden.”

Sighing in frustration, EightEight 23 wraps an arm around Kraab 23 and begins to pull him out of the room in determination to leave already. Kraab 23 resists for a moment, but eventually gives, quickly blurting out, “Don’t throw that idea away! It’s like lightning in a bottle! Lightning Volt in a bottle!” as he’s finally yanked out of the room. Similarly frustrated, Ben 23 watches the mechanical doors to his room close, as he 

“He’s right… that does sound like a good action figure idea.” Skurd 23 remarks, turning back to Ben 23 and noticing his frustration, as he remarks, “Something the matter, master?”

“I don’t know, I just-...” Ben 23 responds, signing a fan-letter. “I feel like I’m having too much responsibility stacked onto me at once… I mean, do YOU think I’m pressuring some of my allies into pushing themselves to get some popularity themselves? I wanna stay popular, but I don’t want to overshadow anyone! The last thing I need is having a repeat with Alice!”

“Who, Ms. Bedortha? Master, not to worry, nothing of the likes will happen again, and in fact, I personally believe that as of rescuing that alternate version of yourself, everything will be smooth-sailing from now-” Skurd 23 remarks, to which Ben 23 is alerted to his earpiece, putting his finger to it to talk to his agent, asking, “Yeah?” before briefly pausing to hear and confusedly responding, “Who? What do you mean? Describe him.”

“-on.” Skurd 23 finishes, as Ben 23 listens to his agent and with an expression of realization, exclaims, “Ooohhhh, wait, him? W-Wait, why is he here exactly? Actually, you know what, let him in... I’ll just ask him...” and upon lowering his earpiece, he puts his finger back and asks, “...what do you mean he... ‘teleported’?”

Within an instance, the duo are suddenly startled to a loud series of knocking bangs on the mechanical doors leading into Ben 23’s room. Confused and almost frightened, Ben 23 watches them slowly open, as a dark silhouette quickly enters his bedroom, revealing himself as the hooded Ben Prime, who sprints over toward Ben 23, exclaiming, “BEN! NOT-ME BEN! DIFFERENT BEN!” and grabs onto him.

“Prime, what are you doing here?” Ben 23 asks, extremely confused, to which Ben Prime quickly retorts, speaking extremely fast in an almost-panicked voice, “Nevermind that! Listen, I was thinking about what you told me like over a week ago about how you miss the good ol’ times, and I’ve recently been thinking about that recently, so I decided that you’re right! Let’s have classic, fun 10 and 23 adventures, you and me!”

“Y-You’re kidding?” Ben 23 responds, confused, to which Ben Prime exclaims, “No, I’m serious! I know that a lot of me has gone down with me recently, and honestly, I feel great from taking a break from anything, and I feel like this would be a good time to truly re-experience the good times! What do you say?”

“B-But I have f-fan-mail-” Ben 23 stutters, baffled at Ben Prime’s extreme enthusiasm, to which Ben Prime exclaims, “Just use your version of Alien X to finish it all! I mean, Alien X can do wonders, right? I mean they found me in-” but cuts himself off, getting sudden flashes of incoherent flashbacks, as he shudders, shakes it off, and remarks, “Look, that stuff’s just fan-mail! I get that stuff daily! Just leave it for a while, and you can power through everything with XLR8, or Fasttrack! Come on, let’s have fun while we’re still young!”

“Well, I- WHOA!” Ben 23 exclaims, suddenly being dragged out of where he was sitting by Ben Prime, who grabs hold of his Hero Watch, activating it and starting to twist the dial toward a specific alien. “Hey, what are you doing?!”

“Windy-Hindy! We’ll have our adventures in my dimension, no worries about paparazzi there!” Ben Prime responds, attempting to select his Chronosapien transformation, although Skurd 23 grows irritated, manifesting a Handy Man hand to smack Ben Prime’s hand away, and exclaims, “Nuh uh! No outside hands touching the Hero Watch! I’m its overseer, and-!” but before he can continue, Ben Prime smacks his hand down on the primed core, suddenly transforming Ben 23 not into Windy-Hindy, but Slippin’ Slide, his blue-tinged version of Walkatrout.

“Whoops, wrong one!” Ben Prime awkwardly chuckles, to which an annoyed Skurd 23 groans and uses the Handy Man hand he manifested to smack the Omnitrix symbol on Slippin’ Slide’s chest, this time transforming him into Windy-Hindy. Seemingly convinced by Ben Prime’s ecstatic behavior, briefly looking back at the heap of fan-mail he’s yet to touch, Windy-Hindy awkwardly remarks, “Well, I guess you’re right... hero and gyro time while we’re still young.” and turning to the left, fires a time ray from his chest that quickly manifests into a flowing time portal, the two Omnitrix wielders entering through.

Seconds after the two have left, Kraab 23 slowly appears at the still-open mechanical doors, looking around to see if the two had left, and upon seeing so, slowly enters, pulling out a sheet of sketching paper from a hidden compartment on one of his legs, reading, “SPRING-LOADED CLAW KRAAB ACTION FIGURE” on top in bolded letters, before placing it on Ben 23’s desk and quickly turning to leave, only to be stopped by EightEight 23, standing in the doorway with crossed arms.

“Oh, for the love of- I told you this was important! I know I’m driving, I specifically said I was going to make it fast!” Kraab 23 remarks, leaving the room with her, the doors closing behind them and his voice trailing off in the process, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Among the chaotic landscape of the Null Void, several Null Guardians fly throughout its bright-red, black-and-white-spotted skies. Several Vulpimancers pounce out of a nearby cave, attempting to chase off a herd of low-flying Null Guardians, as one manages to pounce forward and bite down on the wing of one, bringing it to the ground, but before it can maul the captured guardian, several guardians circle back around and fire bright-red energy blasts from their mouths, scaring off the Vulpimancers and freeing the Null Guardian.

...“THE PIT”...

Bad Ben stands in the jagged outskirts of the massive, half-sunken island, transformed as Bad Memory Flash, a bizarre, lanky, robotic alien humanoid, constantly radiating an aura of sparkling white light, while possessing white armor covering its black underbody, visible through its head, neck, and thighs, black, with spiked shoulders, knees, and hips, bright-minty-green stripes on the sides of his face in the form of semi-circles, pointed shades in place of its eyes, and a black spike extending from the top of its head, along with glowing-white bulbs in place of hands, a spinal-cord-like abdomen with glowing-white spikes running down the sides of them, points for feet, and both the Goon Watch symbol on the center of his chest, and Bad Ben’s distinct minty-green coloration.

“This’ll be easy for you!” Bad Memory Flash exclaims, talking to Albedo 23 over his earpiece. “Just swoop in, shut down whatever functional systems it’s somehow running off of, and bring it back to us! I’m still on my mission, so wrap things up before I’m done!”

Quickly responding, Albedo 23 ends the transmission of her transmission, as Bad Memory Flash groans in annoyance, scoffing and turning around to ask, “Whatever… you ready, Backwards Jack?” as the scene shifts to reveal the looming Left-Handed Jack standing just a few feet away, his tattered fedora resting atop his head.

Glancing back at Bad Memory Flash from under his fedora, he speaks in a distorted voice:


“Yeah, yeah, yeah, whatever.” Bad Memory Flash remarks. “Since the Null Void’s not exactly a fan of the regular flow of time, Clockwork’s powers don’t function properly here, meaning we’ll never find out what the hell they did with Mad Ben without his chronological recognition… but since you yourself aren’t in flow with time, the mnemokinetic powers of Memory Flash could tap into your own chronokinetic powers and allow them to create a projection of what you didn’t see, but could theoretically have existed during-”

“.noƨƨǝl looʜɔƨ ǝʜɈ ʜɈiw ʜϱυonƎ”

Scowling with a non-existent mouth, obviously knowing he wanted him to hurry up despite not being able to understand his backwards speech, Bad Memory Flash holds out the bulb-like appendages and begins to radiate glowing-white light from them, engulfing Jack’s body with a temporary flash that suddenly begins to manifest a stark-white setting of hard-light constructs before Bad Memory Flash, a representation of Jack’s memories that at first, take the form of distorted, warping garble of flickering light.

“Concentrate, Jack!” Bad Memory Flash exclaims, focusing on forming the constructs. “It all depends on you using your powers to manifest the memories! If you go full-wacko mode, it will come out all distorted! Focus!”

Closing his glowing-red eyes, Jack begins to concentrate, as soon, his distorted projected memories begin to slowly take shape, taking the form of Albedo’s mutated form, while holding out his arm, his palm out and spikes forming from them. Staring in slight confusion, Bad Memory Flash states, “Show me more.” as soon, the form of Albedo begins to distort and reshape into the structure of Ben Prime, laying on the ground with a dagger sticking out of his shoulder.

“The blade… Mad Ben’s dagger... Albedo stabbed him?” Bad Memory Flash mutters, before shaking his head and stating, “No, no, nooooo... that makes no sense… Jack, show me more.”

On command, the memory projection distorts again and transforms to show that of Mad Ben, his helmet damaged to partially reveal the maniacal expression across his face underneath, while holding out his arm. The Power Watch on his wrist is visibly glowing, ready to transform, as Bad Memory Flash stares at it in fascination, spawning added manifestations of the hard-light projections of Albedo and his spiked palm, and the wounded Ben Prime to the sides of him, forming a scene.

“Mad Ben stabbed him… makes more sense… but what the hell happened afterwards?” Bad Memory Flash remarks, before Jack suddenly remarks:

“.ɿǝɈɒl ƨɈnǝmom Ɉƨυį ƨnǝqqɒʜ ɈI”

“What? I don’t understand you, pal. We call you ‘Backwards Jack’ for a reason.” Bad Memory Flash responds, slightly annoyed. “Does something happen after this? Show me more. Alter these three projections I made to show me what happens.”

Standing back and allowing Left-Handed Jack control over the three projections he’s created, Bad Memory Flash stares at what he’s doing, watching the projection of Albedo fire several energy spikes out of his palm, launching them at Mad Ben’s backside, as Bad Memory Flash tenses at the sight of them eating through his back, but staggers, shocked, upon seeing them gruesomely rip through his torso. Holographic blood oozing out of his chest, Albedo speaks a fuzzy, but coherent retelling of his final words to Mad Ben:

You’re right. You’re absolutely right, Mad. 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.

With that, Albedo fires several bone missiles out of his other uppermost hand, that violently rip through Mad Ben’s torso, shredding his ribcage and blasting apart his organs. As he collapses to his knees, his crumpled body collapsing before the wounded, shocked Ben Prime, the Power Watch sliding off his wrist, Bad Memory Flash mirrors his movements, falling to his knees in trembling horror, as his fallen helmet rolls toward Ben Prime’s feet. Albedo stares down at Mad Ben’s fallen body, speaking:

Goodbye… partner...

“No… NOOO!” Bad Memory Flash yells out in shocked defiance. Mad Ben was dead. His leader from years ago had been killed, and he had allowed himself to witness his demise at the hands of Albedo. “NOOOOOOOOO!! MAD!! THEY KILLED HIM!!!

Pounding at the ground in shaking terror, the holographic memory continues to play, as the holographic Albedo comforts the wounded Ben Prime, helping him back up to his feet and remarking how he killed him to save his life, and asking if he wishes for him to be buried. Ben Prime refuses, stating there’s nowhere he can, but there’s an alien that can dispose of his body, so it doesn’t have to be left to be devoured by the Null Void’s inhabitants. “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.

Confused, Bad Memory Flash looks back up, seeing the backside of the recently-transformed Antidisintegratemateralism. Stuttering out, “W-What’s he-... no… NOOOO!!!” in confusion, he’s unable to tear himself away from the ungodly sight of Anti using his ability of antimatter transmutation to violently break down Mad Ben’s remains, obliterating and reducing them to nothing. Petrified in total horror, he watches the broken helmet literally crumple in Anti’s hands, as he states: “It’s done… and I feel utterly disgusted…

YOU BASTARD! NOOO!! NOOOOOO!!!” Bad Memory Flash yells out, his voice quaking and trembling, as Anti reverts back to his human form in a flash of white light, and is comforting by Albedo, who states: “Thank you… for everything you’ve done for me… I’m sorry I didn’t listen to you… you are a hero…

NOOOO! NOOOOOO... NO, HE ISN’T!!!” Bad Memory Flash screams with anger, and with one fell swing, he smashes his right bulb straight into the holographic projection of Ben Prime’s face, causing it to shatter like glass due to its hard-light structure. Bad Memory Flash recoils and swings around, clenching his bulb-tipped appendage in agony, which cracked because of his punch, as Ben Prime’s distorted face utters: “...I-I DO-n’t FEE-l-l l-IKE O-ne ANY-m-ORE-e...” in an extremely-warped voice.

Wincing in pain, Bad Memory Flash suddenly reverts back to his human form in a flash of minty-green light, causing the hard-light memory constructs behind him to suddenly vanish. Disconnected, Left-Handed Jack opens his eyes and speaks:

“...bǝnǝqqɒʜ ƨ'Ɉɒʜw wonʞ γllɒniʇ υoγ ...woИ”

Falling to his knees, Bad Ben punches the ground again, his enraged expression hidden by his drooping hair, as he begins to hideously weep, his tears falling to the ground, as he shakily states, “I-I was just a couple y-yards away… I could have st-stopped them… MAD WOULD STILL BE ALIVE... NO, NO, NO, NOOO!!! GOD… DAMN IT!! MAD!!!”

“...ƨiʜɈ ǝvɒʜ Ɉon blυow qU-ɿǝʜϱiH ǝʜɈ ...ƨiʜɈ Ɉqǝɔɔɒ Ɉon blυow qU-ɿǝʜϱiH ǝʜT”

“...ǝɿυɔ ǝɈɒmiɈlυ ǝʜɈ ǝd lliw mɿoɈƧ ϱnimoƆ ǝʜɈ bnɒ ...ǝƨɿǝviɈlυm ǝʜɈ ni ɿǝɔnɒɔ ɒ ƨi ʇlǝƨɿυoγ ʇo noiƨɿǝv ɔiʇiɔǝqƨ ɈɒʜɈ γʜw ƨi ƨiʜɈ”

Approaching Bad Ben, Left-Handed Jack extends out a crackling fingertip, bringing it to the back of Bad Ben and telepathically paralyzing him, before unfreezing him moments prior. No longer crying as intensely from moments prior, Bad Ben stumbles back up to his feet and looks back at Jack, who has removed his tattered fedora and exposed his jumbled, twitching face underneath.

“...ǝɔɒɿϱ ϱnivɒƨ ɿυo ǝd lliw Ɉi ...ϱniϱɒ oɈ γɈinυmmi ƨiʜ bnɒ ˎǝno bɒǝbnυ ǝʜɈ ...ǝm Ɉƨiƨƨɒ oɈ υoγ ʇo ǝno ǝɿiυpǝɿ γlno I bnɒ ˎǝɔɒɿϱ ϱnivɒƨ ɿυo ǝd lliw blǝiꟻ Ɉʇǝ⅃ :noiɈɒɿǝqO”

“.ǝib lliw ǝmiɿꟼ”

“Pr-Prime… will die...” Bad Ben repeats back at him, his tear-stained face gradually contorting into an expression of unbridled hatred and vengeance, the Goon Watch on his wrist glowing minty-green, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Within the empty front lawn of the Tennyson household, the sun shining and birds chirping, a swirling time portal manifests in the middle of the yard, as both Ben Prime and Ben 23 emerge from the portals, the latter in the process of reverting back from Windy-Hindy to his human form in a flash of bright-blue light, as Ben Prime proudly remarks, “Here we are, Ben 23! Come on, the sun’s still high in the sky! Let’s go stop some crime!”

“You’re… wearing your hoodie during the summertime?” Ben 23 responds, just now noticing he was wearing it, to which Ben Prime quickly unzips it, awkwardly clarifying, “Ummm… just… re-experiencing some nostalgia, haven’t worn this thing in a while, right? Man, I feel old.”

“Wasn’t he wearing that a week ago?” Skurd 23 whispers, to which Ben 23 brushes off his confusion, walking forward and remarking, “Well… alright, but… isn’t your car still busted from when we found Albedo? Jen fixed it, didn’t she?”

“Well…” Ben Prime responds, turning around to see the trashed DX Mark 10 within his open garage, his father, Carl Tennyson, currently working on it. “...let’s… not worry about that for now. I mean, it’s not like we don’t have alien watches that can help us get around the city, right?”

“Alright…” Ben 23 awkwardly responds, still a bit bewildered by Ben Prime’s behavior, and with that, Ben Prime readies his Omnitrix, scrolling through his holographic icons of various aliens, including Buzzshock... Drillataur... Armodrillo... Faucet... Mole-Stache... Sabbattoir... Ripjaws... Electro City... an unknown alien with a large, caged helmet covering his head... Nanomech... a mono-eyed, urchin-like alien with a single horn… Eyezor… Shock ‘N Void… Geothermite… Gutrot… Magmalight… Analyzard… Tropiguana…

…and finally landing on a helmeted, visor-wearing, robotic alien, as he slams his palm down on the exposed dial and engulfs his body in a flash of green light. Rapidly morphing in a flashy transformation sequence, Ben Prime holds out his limbs one-by-one, as they are coated in bright-green armor, sprouting large shoulder-pads with what appear to be tires apart out of the outer-joints, exhaust pipes on the outer-sides of his forearms, similar tires on the back of his shins, car doors on his backside, large blasters extending upwards from his shoulder-blades, and a large Omnitrix-shaped pattern across his chest, the Omnitrix symbol in the center.

Continuing his transformation sequence further, Decimus Prime’s body structure begins to rapidly morph and shift, the tires in his shoulders and calves protruding outwards, his head retracting, and soon, he takes the vehicular structure of a bright-green sports car, loosely resembling the DX Mark 10, with white decals of that of the number 10 on his sides, and exclaims out his transformation’s name of “DECIMUS PRIME!” before automatically opening his driver’s seat door and stating, “Hop in, 23.”

“Why didn’t you… use this guy against the Violet Offenders?” Ben 23 asks, hopping into the driver’s seat, closing the door behind him, and fastening his seat-belt, to which Decimus Prime, his voice emitting from the radio, responds, “Didn’t remember that I had this guy. That’s just the case for most of the guys I scan from alternate dimensions, but forget about that. Times are changing for me… so, LET’S ROLL OUT!

The backpedal being slammed down by an invisible force, Decimus Prime screeches down the street, its radio blasting a familiar tune about an alien device, as its tires create skidmarks in the process, and Carl stares out from the garage with a look of disapproval for his lack of care for road safety, before turning to his work on his son’s damaged car, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Slowly emerging from a mechanical cryogenic chamber, the scene reveals a monstrous creature with scarlet-red, dark-magenta-purple, and stark-white flesh covering its gangly body, its fours eyes sunken with red, slit pupils and mandible-like jaws filled with serrated fangs only a few centimeters in length. Exposing its outstretched, primate-like stance, it crawls out of the chamber with droopy, semi-transparent eyelids and looks at its surroundings: an apartment room encrusted with bright-pink and black growth resembling a combination of fungus and fleshy scabs.

Growling and hissing, the gangly creature crawls throughout the room, making several hissing vocalizations as its joints popped and hissed like releasing steam. Grunting in pain, the shadow of the creature, draped over a wall of grotesque, mushroom-like growths, begins to rapidly morph and slim down, taking on a distinctly-humanoid shape, as it reaches over toward a closet door, its three-fingered claws transforming into the five-fingered, fleshy extremity of a human. Opening the closet, it reveals a packed row of various human clothing, although at the end, lays an emerald-green hoodie she takes with an arm visibly growing layers of skin over its flesh.

“Hello?” A feminine voice calls out from the other side of a wooden door after briefly knocking. The monstrous creature, face morphing and retracting its added eyes, turns toward the door with a turning glance. Its bloodshot eyes stare at it in anticipation, as tufts of brown hair were starting to grow out of her head, eventually morphing into feminine bangs. “J-Jenny?”

H-HOLD ON, GIVE ME-” The creature, revealed to be Jennifer herself, responds in a monstrously-warped voice, before clearing her throat and taking on her more-human-sounding voice. “Hold on, give me a moment, I’m just getting ready!”

Dressing herself in her distinct clothes and starting to apply her make-up, her transformation concludes with her sprouting the remains of her skin and other humanoid features, including a nose, lips, larger teeth, added toes, and nails, she extends out her transformed hand and opens a compartment atop the fungal growths covering one of her walls, opening a mucus-lined mass of transparent flesh and revealing the Cosplayer device from within. Her fingers elongating outwards, she slips into the device and stretches it over her wrist.

Dipping her fingers into some sort of the mucus-like substance, she seems to apply it to her teeth in the same manner as toothpaste, causing them to turn a more distinctly-natural shade of white. Another series of knocks comes at the door, and now fully ready, Jennifer begins to snort and hawk up a loogie, but instead, a bright-orange gaseous substance unleashes from her face, blanketing the room in the fog and when it clears, reveals that all of the fungal growths on the walls and ceiling were gone. Everything looks normal now.

Approaching the door to her apartment, Jennifer rubs her eyes briefly, causing the remaining bloodshot veins in them to disappear and blinking a few times, she extends out an arm, unlocks its many locks, and reveals the semi-impatient Eunice on the other side, surprising Jennifer to the point her eyes comically widen in shock, and her extra pair briefly reveals themselves.

“E-Eunice!” Jennifer exclaims, her extra eyes retracting backwards, as she slicks her hair back and excitedly asks, “W-What are you doing here? Man, I just woke up like a couple minutes ago… h-hehe...”

“The perception-warping pheromones? Jenny, I’m a machine. I can see through that.” Eunice responds, looking into her seemingly-normal apartment interior, before looking then back at the anxiously-smiling Jennifer, and sighing before continuing, “Look, I was just wondering if you had any sort of contact with Ben in the past few times… either of them, 10 and 23…“

“N-No… not recently, 10’s b-been quiet for a couple days, and I ki-kinda see why ab-about the whole thing that went down… I think 23 went back to his dimension to do his thing… d-don’t you have the power to contact him directly?” A slightly-concerned Jennifer nervously asks, to which Eunice responds, “Not at all... he wanted me to keep in touch with him, but… I couldn’t get anything from him. His Omnitrix’s com-link has been deactivated, he hasn’t been answering his door, hell, I’ve tried going online and he’s been quiet there… nothing but dead air for the past few days, and it’s starting to concern me at this point...”

“Have you tried asking Gwen and Kevin if they’ve talked to him? Grandpa Max? Azmuth? His parents?” Jennifer curiously asks, as Eunice responds, “Gwen and Kevin? No, neither of them yet. Grandpa Max would probably not know himself, and First-Thinker Azmuth is far too busy right now, so it’s doubtful that he would have made contact with him either… his parents haven’t seen him since yesterday, and even then, they’ve told me he’s been incredibly reclusive, almost leaving his room…”

“...none of this sounds like the Ben I know, and I’m starting to get worried… I don’t know what to do, I want to help Benjamin but...” Eunice remarks, wincing in fear. “...he’s shutting people out, and I don’t know if it’s because he doesn’t want to talk to anyone, or something else, something worse… Jenny, I know a lot has happened in the past few days, but can you help me please? He’s my partner, temporary or not.”

“I’ll be glad too… Ben helped me when I needed it most, and I’ll help him when he needs…” Jennifer responds, to which Eunice simply states, “Thank you, Jenny. You’re very accountable. I hope you strive to become a Plumber one day, because they would appreciate your assistance.” 

Eunice warmly hugging her, causing a shocked Jennifer to blush in response, her extra eyes briefly revealing themselves again. She eventually lets go, as the duo begin to exit the apartment complex, Jennifer eagerly locking her door from behind her and adjusting her jacket with a beaming smile across her face, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Within the heart of Undertown, a massive, subterranean civilization of various alien species living just under the systems of Bellwood, the darkly-hooded, camera-shy Ben Prime wanders throughout its densely-packed corridors, while slowly being followed by Ben 23, who was transformed as one of his alien transformations to integrate into alien society and not to draw any attention to himself, being that of Weed Man, his version of Wildvine, with a sleeping Skurd 23 atop the Hero Watch’s dial. Nobody seemed to pay attention to the duo.

“Wowww… so this is your version of Overtown?” Weed Man, marveling in fascination at the various sights, asks, before commenting, “I mean, I should have expected the obvious when I learned that it was ‘Undertown’...” and chuckling, although Ben Prime seems to not be listening, his walking almost stiff and jagged.

“H-Have… have you been okay recently?” Weed Man asks, to which Ben Prime seems to jump at the question and quickly holds his arms up, stating, “O-Oh, what, are you kidding me? I feel great, and all I had to finally do was put myself first! I-I mean, you were completely right, 23! I wasn’t acting- I-I mean, TR-TREATING, treating myself healthy, and it’s about time I finally do so! I’ve done nothing but finally relaxing and laying back for the past couple days, and it’s done wonders for me!”

“You seem a bit… fidgety.” Weed Man states, obviously worried, to which Ben Prime lowers his arms and responds, “Oh, so, MAYBE, I stayed up a bit late last night… it’s just a bit of exhaustion, it’s not like I’m not about to get a good night’s sleep! What, do you think I’m having night-terrors?”

“Kind of…” Wind Man responds, extremely unnerved by how sporadic and jumpy his ally was acting, to which Ben Prime, briefly glancing back at him, comments, “Listen, I’m fine… just wanting to make some drastic changes… it will all be for the better… I know what to do...”

Suddenly alerted to the sounds of terrified screams, Ben Prime suddenly swings his head forward and abruptly stops his borderline-stumbling walk. Weed Man stops alongside him, and Skurd 23 begins to suddenly awaken from his nap, as the trio watch as several alien citizens of Undertown begin fleeing in terror of an off-screen threat. A monstrous roar splits throughout the skies of Undertown, as soon, the familiar shape of a familiar Panuncian smashes through several wooden stands, its clawed paws digging into the ground to stop itself.

“No way…” Weed Man utters, as the Panuncian seems to flash the bright-red, spiked collar around its neck: it was the foe he was familiar with, but wasn’t anticipating, and just as it seems to have reached its pinnacle of getting worse, a familiar figure emerges from smoke and broken chunks of wood and metal, standing to the side of his Panuncian pet and stating, “Ahhh… look what we have here: a reunion, between predator and prey...”

“KHYBER!” Ben Prime exclaims, shocked, as the mutated huntsmen and his snarling pet stand just a couple yards, facing down the Omnitrix-wielding duo. Khyber’s Panuncian seeming to recognize Skurd 23 atop the Hero Watch symbol on Weed Man’s abdomen, she loudly hisses at him, held back by Khyber’s leg in her way to keep her from jumping forward and attacking early. “HOW?! I THOUGHT-”

“You thought, that was your fault at hand. Nothing will stop the fury of the galaxy’s greatest huntsmen, and his predatory Omnitrix replica, not Ben Tennyson, not even two of them.” Khyber confidently states. “Very few specimens have ever forced me to flee, and my most recent example appears to be that very parasite resting atop your ally’s Omnitrix… and frankly, I recognize who it’s intended to be…”

“Yes, I recognize you… you interrupted my one-liner!” Skurd 23 exclaims, crossing his tiny tendrils in frustration, as a frustrated Khyber unsheathes his dagger in response and aggressively exclaims, “I’m about to do so much more with you, after I pry you from that Omnitrix and rightfully reclaim my Slimebiote parasite!”

“B-But I’m not the one Prime- I’m a different-” Skurd 23 stutters out in an attempt to respond, before eventually scoffs and angrily states, “Forget this… master, take care of this large-horned buffoon once and for all!” and with that, Weed Man springs into action, baring sharpened claws from his left arm and extending outwards in an attempt to grab Khyber, only for him to slash at it with his dagger, forcing Weed Man to retract his arm back, as Khyber lowers down his dagger-wielding arm and releases a piercing whistle from his gills that activates the Nemetrix, swiftly transforming his Panuncian into Buglizard.

“If it’s a fight you want… it’s a fight you’ll get!” Ben Prime exclaims, lowering his hoodie and arming his Omnitrix. “Let’s give Antigravitesla a try! It’s been years since I’ve transformed into him! Time to start learning the ropes again!”

“Ben, I don’t think it’s best you turn this into practice-” Weed Man attempts to protest, but is ignored, as Ben Prime smacks down on his Omnitrix’s primed core, transforming in a short sequence into a tall, prominently-human-looking humanoid with mint-colored skin, slick black hair, and facial hair in the form of an English gentleman's mustache, alongside large, energy-flowing craters on the outer-sides of his shoulders, arms, and thighs, a black-and-green jumpsuit, a white stripe down the left side, and the Omnitrix symbol on his left pectoral.

Radiating an aura of electricity around him, Antigravitesla confidently laughs, forming an aura of gravitational energy around him from his electricity that suddenly grows more and more. Vocally expressing confusion as he begins to involuntarily rise upwards into the air, Antigravitesla lets out a wail of shock as he’s rapidly flung straight through the air, slamming him straight through the roof of Undertown. Weed Man and Khyber both stare in mild irritation, before the former is suddenly tackled by Buglizard, snarling and biting at his plant body. Transforming in a flash of blue light, Buglizard is blasted off by a stream of bright-yellow electricity.

BRAINCRAB!” His new transformation exclaims, revealing itself as the Dimension 23’s Hero Watch’s counterpart of the previously-seen Brainstorm. Buglizard recovering, he ejects a bright-yellow fog, improvising itself as a blinding smokescreen, as Braincrab, attempting to see through the dense fog, hears the shrill sound of Khyber’s piercing whistle, followed by Buglizard’s distant silhouette transforming into a massive, monstrous, octopus-like creature that bursts through the smoke and grabs hold of Braincrab’s body with a constricting tentacle. 

Revealing itself as dark-red with brown spots, eight-limbed, sharply-beaked, and with the Nemetrix collar around its neck, the predatory species of Cerebrocrustaceans, that of the species of Brainstorm, "Vicetopus" tightens its grip on Braincrab, causing him to groan in pain, to which Skurd 23 angrily exclaims, “RELEASE MY MASTER!” as his slimy body trailing up Braincrab’s backside and steadily transforming his forehead shells into the liquid metal of Techno-Bubble, forming circuit patterns and his eye-ring in the center.

With this enhancement, Braincrab fires several optic blasts at the aforementioned Vicetopus, greatly hurting it. Creating Howl Hound’s claws from Braincrab’s own too, Braincrab slashes at the wailing Vicetopus, forcing him to drop him, as he begins to fire a combination of Braincrab’s powerful electricity and Techno-Bubble’s plasmic optic blasts. Vicetopus left vulnerable, the two of them are suddenly surprised by Antigravitesla crashing back down from where he had been thrown upwards, smashing Vicetopus down into the ground from under him.

“ANTIGRAVITESLA HAS- WHOA!” Antigravitesla pridefully exclaims, narrowly being thrown back into the air again by his gravitational field abilities. “-HAS RETURNED FROM HIS UNINTENTIONAL TRIP INTACT!”

“Ben… h-how many times have you transformed into your version of Dr. Graviton?!” Braincrab demands in an irritated voice, to which a pondering Antigravitesla anxiously responds, “Ummm… f-four? What about you?” as Skurd 23 answers his master for him, angrily exclaiming, “ONCE! HE’S NOT A GOOD ALIEN! HE’S ORBIT MAN, BUT WORST!”

Vicetopus suddenly ensnares a tendril around Antigravitesla’s leg and throws him aside, next to Braincrab. His pet recovering, Khyber unleashes another piercing whistle, causing Vicetopus to transform back into his Panuncian, the Nemetrix discharging electricity and sprouting its five metallic spikes in the process, and begin rapidly growing in size. His Panuncian’s fur turns crimson-red with large patches of missing fur and exposed, peach-colored flesh underneath. Now with a densely-helmeted, horned head, metallic, tusk-like fangs, and spikes growing from her shoulders and backside, Ultimate Panuncian reveals herself with a massive roar.

“Damn it… not THIS AGAIN!” Braincrab exclaims with frustration, Skurd 23 retracting his augmentations, and Antigravitesla gyrokinetically lifting him back to his feet. With a simple gesture, the monstrous Ultimate Panuncian leaps forward and bites down on Braincrab’s shell, causing it to crack. Unleashing an electrical attack unaffected to the evolved predator, Skurd 23 smacks the Hero Watch symbol around his midsection, transforming him into his blue-tinged version of Terraspin.

“GET BACK!” Skurd 23 exclaims, as his master retracts his head inwards, straightens his arms, and lifts himself off the ground, unleashing powerful gusts of wind from the holes on the front of his shell, powerful enough to begin pushing Ultimate Panuncian back. Antigravitesla recovered, he struggles to help, blasting minor bolts of electricity at his side, to which Skurd 23 exclaims, “THAT WON’T WORK! IT’S IMMUNE TO ELECTRICITY!”

“Maybe, so… but NOBODY IS IMMUNE TO THE EFFECTS OF GRAVITY!” Antigravitesla confidently exclaims, suddenly holding out his arms. Gravitational energy flows from the craters on his limbs, as soon, Ultimate Panuncian is lifted up into the air with a manifested gravitational aura around herself, but in the process, so is the duo attacking her.

“STOP! PUT US DOWN!” Skurd 23 exclaims, his master unable to rotate while trapped within the gravitational aura. Antigravitesla struggling to control his gravity abilities, the duo begin rapidly swinging around at a chaotic speed, repeatedly striking them against various building walls and the ground. Khyber lunges toward Antigravitesla in an attempt to interfere, but is struck by his own evolved Panuncian, sending him flying and crashing through a wall.

“ALMOST… HAVE IT…” Antigravitesla struggles, narrowly losing control and sending the duo sending the duo straight through the ground. Skurd 23 fuming with frustration, he manifests Techno-Bubble’s circuity across his body, and fires optic beams out from his miniature eyes, striking Antigravitesla and causing him to drop the severely-dazed duo. “-B-BUT I HAD IT!”

“Teenage Alien Windy Turtle would beg to differ!” Skurd 23 exclaims, as the aforementioned version of Terraspin crosses his arms in disappointment. Staring in slight confusion at the choice of nickname, Ultimate Panuncian springs from behind, roaring and biting at TAWT, only for him to suddenly transform yet again with the added help of Skurd 23, transforming him into the massive Orbit Man, the Hero Watch’s version of Gravattack.

“THIS is how you do it!” Orbit Man exclaims, holding out a hand and gyrokinetically grabbing hold of the furiously-snapping Ultimate Panuncian with a gravity aura, lifting her up into the air. A recovered Khyber leaps forward into an attempt to interfere, but is suddenly thrown back by the gravitational loose cannon that was Antigravitesla. Also sweeping Khyber up in another aura, the duo begin to rapidly swirl and orbit around the Galilean transformation, which he levitates up into the air, his limbs retracting inwards until he’s become a miniature planet of rock.

“L-LET ME HELP-!” Antigravitesla exclaims, to which Orbit Man cuts him off, snapping back, “NO! DON’T HELP! DR. GRAVITON DOESN’T HELP AT ALL, HE JUST THROWS HIMSELF AROUND! SOME ALIENS SHOULD HAVE NEVER MADE THE CUT!” before finally releasing his orbit, sending both the huntsmen and his pet flying through the air and demolishing a building upon impact with it. Lowering himself back to the ground, Antigravitesla runs forward with the attempt of finishing them off, but is grabbed by Orbit Man, who lifts him up into the air.

“What’s the big idea?!” Antigravitesla exclaims, thrashing around in his grip, to which Orbit Man doesn’t respond, instead using a rocky finger to press the Omnitrix symbol on his chest, reverting him back to his human form, and letting him fall to the ground, before simply crossing his arms and exclaiming, “BAD alien.”

“B-But you literally told me I should start using my older aliens again, like Wildmutt!” Ben Prime retorts in confusion, to which Orbit Man, also reverting back to his human form in a flash of blue light, exclaims, “Yeah, GOOD aliens! Antigravitesla is a chaotic force of nature, and no matter what you do, you can hardly control his powers!”

The duo are alerted to the sounds of Khyber emerging from the rubble of the demolished building, flying atop his transformed Panuncian, who was taking the form of Hypnotick, the predatory species of Necrofriggians, Big Chill’s species, a large, purplish-gray insectoid resembling a moth with gigantic sharp fangs bulging out of its mouth, four, hairy legs, a dual-pointed stinger on the end of her body, two large eyebrow-like antennae, four, bright-teal-blue wings, and the Nemetrix symbol around her neck.

“YOUR TRANSFORMATIONS MAY HAVE BESTED ME AGAIN!” Khyber exclaims with vengeance in his voice, continuing with, “BUT THERE WILL BE ANOTHER TIME, AND YOU WON’T BE SO LUCKY THEN, TENNYSONS!” before suddenly flying off into the distance. Attempting to stop him by manifesting one of Charcoal Man’s arms, Skurd 23 fires several fireballs, although his aim fails on him, and Khyber, and his pet, eventually gets away.

“Damn…” Skurd 23 states with annoyance, retracting back his Pyronite appendage. “...w-we could have had him, but your ally transformed into such a bombastic, useless transformation!”

“I-I was only trying to spice t-things up…” Ben Prime nervously states with disappointment in his voice, as Ben 23 states, “He’s right, Skurd. Ben didn’t intend for things to go south, he was only wanting to break his repetitive formula of overusing aliens… right?” to which Ben Prime rapidly nods in response and Skurd 23 stares in slight disbelief, but shakes any further frustrations off, instead turning away.

“M-Maybe U-Underworld was a poor idea of somewhere to have fun… w-we should try someone else, 23! Come on, I know a c-cool place up in Bellwood!” Ben Prime nervously exclaims, suddenly transforming in Big Chill to take flight upwards. Ben 23 hesitates for a brief moment, but follows, transforming into Spooky Specter, his cloaked version of Ghostfreak, and flying after him, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


Within an uptown automotive repair shop, Kevin is seen under a car in the process of working on it, while Gwen is seen standing nearby, impatiently listening to her phone ring, as if she was making a call, and unsuccessful, lowers her phone, ends the call, and states, “That’s the third time. He’s not picking up.”

“Gwen, his phone is on mute. He’s not going to answer unless he sees the call himself.” Kevin responds, holding out his hand and allowing Zed to carry over a wrench to him, briefly petting her and commenting, “Good girl.”

“But, why is his phone on mute? Why has he gone entirely silent?! I just want to know if he’s okay…” Gwen gloomily responds, as Kevin, still working, reassures her, “He’ll get through this. It might take a long time, but he’ll recover from all that has happened. For now, he probably just wants some peace-and-quiet to himself.”

“I just hope he’s sleeping well.” Gwen responds, pocketing her phone, before suddenly being alerted by the arrival of a pair of extremely-fast silhouettes outside the body shop. Walking through the open garage door, they reveal themselves as Jennifer, transformed as XLR8, and Eunice, having mimicked her abilities of enhanced speed.

“Gwen… Kevin…” XLR8 speaks, suddenly reverting back to her human form in a flash of emerald-green light. “...have you gotten in contact with-?!”

“No, not at all. Dead air for us too.” Gwen responds, already aware of what her question was, to which Jennifer and Eunice both respond with silent disappointment and concern at the realization that Ben Prime has truly gone silent on all ends, and nobody has been able to contact let alone speak to him. “Anything for you two?”

“If we had something, we’d let you know, but nada.” Eunice states, her voice audibly worried, as Kevin retracts from underneath his car, not appearing that concerned due to his belief Ben will be okay. “Have you two spoke to Azmuth recently in regards to Albedo?”

“Not really. Whatever he’s working on right now is not only private, but he’s not open to discussing it. Only Dr. Glenda Blurakami knows about it, and she’s been busy herself.” Gwen responds, to which Eunice asks, “I see… listen, I wasn’t open for this idea, but if it’s truly the final option we have left in locating Ben... couldn’t you use your powers to track him?”

“I could… but right now, it’s less of ‘if I can’ and more ‘if I should’... if Ben’s really isolating himself that much, I don’t know if he truly wants us to not bother him..” Gwen responds, frustrated and confused. “...y-yet I have no clue if he wants us to leave him be, because he wouldn’t want us to worry and reassure us, yet he hasn’t-”

“Gwen, calm down.” Eunice reassures her, resting a hand atop her shoulder. “I say the two of us should go to his home and see if he’s there himself. If he’s not, we’ll speak to his parents and decide whenever we should use a tracking spell to locate him. You and Kevin stay behind.”

With a reassured grin, Gwen comments, “Alright…” and allows the duo to begin to head off in the direction of the Tennyson household, Jennifer transforming into XLR8 again, and Eunice using her harnessed Kineceleran speed, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


A montage of Ben Prime and Ben 23’s adventures throughout the streets of Bellwood ensues, magic starting to fade in and play atop the montage. Starting off with Ben Prime drinking a Mr. Smoothy’s at the beloved restaurant, alongside a slightly-bored Ben 23 and Skurd 23 both similarly drinking a two-strawed smoothie, Ben Prime uncharacteristically wearing dark-tinged sunglasses and anxiously bouncing one of his crossed legs up and down.

Looking around, the duo are suddenly alerted to several police cruisers screeching down the streets before them. Ben Prime slowly lowers his sunglasses at the sight of the police cruisers, and realizing the presence of crime within central Bellwood, begins to get up from his sight and run toward its source, suddenly transforming into Kugelblitz and taking pyrokinetic flight to speed off, despite the weak protests of Ben 23, who casually tosses the empty smoothie cup in a trash-can, transforms into Speedyquick, his version of XLR8, to run after him.

Ben Prime, transformed as Lodestar, faces off against the zombified clown villain known as Zombozo, and his trio of mutant, pale-skinned circus freaks, including the wispy-haired, grotesquely-mouthed Acid Breath, the feminine, prehensile-pigtailed Frightwig, and the thumbnail-headed brute Thumbskull. Zombozo having constructed a large cylinder-shaped machine resembling a gigantic seltzer bottle constantly dispersing a gaseous substance turning civilians exposed to it into inanimate pinatas that his goons were running around, whacking with spiked bats and causing them into candy.

Extending out his arms, Zombozo raises up a massive mallet and attempts to smash Lodestar, only for him to rapidly dodge several times, deflecting the mallet’s sideways swings with magnetic force-fields, before eventually holds out his claws, releasing magnetic blasts into an attempt to rip the machine apart. Seeing little success, he reels one claw back and smashes his Omnitrix symbol, evolving him into the reddened Ultimate Lodestar, the pronged Omnitrix symbol atop his chest.

His vastly-enhanced magnetokinesis able to essentially treat anything like an magnet, he rids Zombozo of his mallet and begins to steadily grab hold of the massive seltzer-bottle-shaped machine. His eyes widening in horror, he gains sudden flashbacks of the similarly-shaped teleporter pod he was trapped in and violently tortured during the events of Chapter 12, causing him to shudder in shock and drop the machine, the music briefly distorting, allowing Thumbskull to smack his floating head from behind with his spiked bat, sending it flying off his body and soon embedding into the bark of a nearby tree by his large left horn.

Thumbskull laughing and taking a few swings at his headless, stumbling body, he’s clumsily alerted to a tiny bright-cyan-blue light flying around him. Swatting at it in annoyance, it retorts with a powerful bio-electric blast that sends him stumbling back, revealing itself as the golden Teeny-Weeny, Ben 23’s version of Nanomech. Suddenly smacking the Hero Watch symbol on his face, he morphs into a massive alien, a bluish-yellow-skinned, obese orge-like alien with his head covered by a massive, golden helmet, possessing a toenail-like structure on his forehead, locked cage covering his face, one large horn on each side, chains extending down his torso, and the Hero Watch symbol on the middle of his horn’s metallic collar, being that of the previously-depicted, cage-helmeted alien, Toepick, or in Ben 23’s case, Fright Face.

His caged face suddenly begins to swing open with noxious, blue-tinged gas releasing from bolts running alongside the neck of his helmet, an unimaginably-horrific face underneath is revealed to Thumbskull, causing him to collapse in terror and literally turn white from shock. Frightwig swings her prehensile hair tendrils at Fright Face’s backside, but is soon terrified, turning white in trembling terror and collapsing backwards, when he turns around to face her.

Zombozo repeatedly striking Ultimate Lodestar’s clumsily-flailing, headless body attempting to locate his head, with an energy whip, Fright Face confronts Acid Breath, who manages to close his eyes in time and unleash a powerful corrosive exhale from his mouth. Protecting Fright Face’s vulnerable skin, Skurd 23, his eyes also closed, transforms the skin atop Fright Face’s chest and arms into that of the acid-immune Mr. Potato’s, his version of The Worst. Stumbling forward, Fright Face swats at Acid Breath, sending him flying back and smashing straight into the massive seltzer-bottle-shaped machine, causing it to begin falling to the ground.

Using his whip to wrap it around the top of the machine, Zombozo struggles to keep the machine from falling over, as Fright Face manually closes his caged face and strikes the Hero Watch symbol on his collar, transforming into his version of Feedback, dubbed Plug Man. Leaping forward and grabbing hold of Zombozo’s energy whip, he drains it to the point of deactivation, allowing the machine to fall and smash against the ground, suctioning back in its gas and reverting everyone turned into pinatas, even if smashed, back to normal.

Angrily facing Plug Man, Zombozo lights several sticks of dynamite with matchsticks and juggles them one-by-one, throwing him in his direction. Protecting his master, Skurd 23 manifests Spooky Specter’s striped, abdominal tendrils from his stomach and extends them outwards, beginning to juggle the dynamite sticks in response and managing to even entrance Zombozo, who claps in amazement, before suddenly being clonked in the back of the head and knocked down by the flailing Ultimate Lodestar.

Skurd 23 throws the sticks of dynamite toward Ultimate Lodestar, as his headless body struggles to juggle them, but immediately fails moments later and violently explodes into shards of magnetite, destroying the fallen machine in the process too. Skurd 23 retracts his augmentation, Plug Man transforming into Charcoal Man to absorb the explosions’ flames, as Ultimate Lodestar, his disconnected head still embedded in a tree’s bark, scowls in frustration.

Outside a bank in the process of being robbed, the punk-styled, mohawk-wearing, skull-face-painted human criminal Fistrick and his three goons exit a bank with bags of cash and various armed alien blasters. A determined Ben Prime leaps onto the scene, confronting and surprising Fistrick, as he transforms into Kitty Kitty Bang Bang and launches several gastrointestinal hairballs in his direction. Fistrick and his thugs quickly open fire on Kitty Kitty Bang Bang, easily overpowering his attacks and barraging him to the point of forcing him to recoil back and suddenly transform into Echo Echo.

Launching a sonic scream that briefly stuns all four of them, he smacks the Omnitrix symbol on his forehead and evolves into Ultimate Echo Echo, a tall, dark-blue, mechanical alien with a wide head, large shins, bright-green wires extending from his shoulder-blades to upper-forearms, and metal-rimmed “sonic disks” visible atop on his head, one on each side of his chest, one on the sides of each of his shoulders and ankles, one on each the back of his hands, one on each palm, and two on the front of each shin, alongside the pronged Ultimatrix symbol on the middle of his chest.

Ejecting out a pair of sonic disks from his shoulders and telekinetically holding them outwards, he fires a pair of deafening sonic waves from them that forces Fistrick to drop his blaster and quickly pull out a pair of large, mechanical earmuffs he places over his ears. Although his allies collapse in a heap, their heads ringing loudly, Ultimate Echo Echo launches a powerful sonic scream at him, only to discover the earmuffs were able to cancel out his sonic attacks.

Fistrick rearming himself with his blaster, Ultimate Echo Echo launches one of his sonic disks like a projectile and destroys the blaster with a miniature sonic explosion, to which Fistrick instead decides to improvise with a pair of electrified knuckle dusters from his pockets. Launching himself forward, he trades blows with Ultimate Echo Echo, and although managing to repeatedly push him back with several sonic bursts projected out of his hands, and a sonic scream at the end, he was still vulnerable to the electrical attacks.

Beginning to manifest several sonic disks in a preparing attempt to overpower him, his eyes soon widen in horror, as the sight of the skull-shaped design on his tank-top causes him to suffer flashbacks of his fight with Aggregor in Chapter 12, being reminded of Aggregor’s chaotically-mutated form’s flaming skull and again briefly distorting the music. Stunned for a moment, Fistrick manages to run forward and clock him in the face, sending him stumbling back and his sonic disks falling to the ground, but before he can attack him further, he is suddenly blasted from behind by the sudden arrival of Freezelizard, Ben 23’s version of Arctiguana.

Gradually encasing more and more of Fistrick’s body in ice, eventually encasing him entirely, Freezelizard is alerted to the energy rapid-fire of his recovered goons blasting him. Manifesting several crystals of Mr. Prism, his version of Chromastone, atop his back to both absorb and nullify their attacks, Skurd 23 transforms the crystals into the shoulder-spikes of Magnet Dude, his version of Lodestar, from atop Freezelizard’s own shoulders, and uses them to attract Ultimate Echo Echo’s dropped sonic disks toward him.

Magnetically repulsing them outwards, they all erupt in various sonic explosions that destroy the goons’ blasters and knock them unconscious, finally defeating all of them, as he uses Freezelizard’s icy beams to create miniature ramps to keep his goons from hitting the ground too hard. As Ultimate Echo Echo stumbles back up to his feet in a daze, Skurd 23 reverting his augmentations and Freezelizard reverting back to Ben 23 in a flash of blue light, he again makes his scowl, although this time, Ben 23 seems to notice his visible frustration.

Down the streets of downtown Bellwood, the female biker supervillain Rojo, a pale-skinned, maroon-red-haired, similarly-red-eyed woman with black make-up and a mechanical, black-and-red suit of alien technology, having metal headgear, spikes on her shoulder-pads, forearms, and calves, and a large skull-shaped emblem on her chest, screeches down the streets in her alien motorcycle, armed with spikes, blasters, and an alien skull on the front, alongside her biker gang of Azul, a pale-skinned woman with blond hair in a ponytail and a yellow-colored suit, and Amarillo, a dark-skinned woman with short, dyed-dark-blue hair and a blue-colored suit, both possessing less-spiked, yellow-and-blue replicas of her bike.

The trio seemingly being followed by someone, they reveal themselves as Ben Prime and Ben 23, both transformed as Cannonbolt and Rollaway, respectively. Rojo firing blasters back toward them in an attempt to slow them down, Azul nods toward Amarillo, who nods back in response, as the two of them both press buttons on the sides of their bike’s handlebars and fire jet-black oil-slicks from their exhaust pipes. Although Skurd 23 quickly acts, granting Rollaway’s shell crystal spikes, originating from Grindstone Man, or his version of Diamondhead, for extra traction, Cannonbolt fails to react in time, spins out, and smashes straight into a light-post.

Uncurling and rubbing his head in pain, his eyes widen at the sight of the jet-black oil-slick, giving him flashbacks of a similar substance from Chapter 12, the very antimatter Antidisintegratemateralism used to erase Mad Ben’s corpse. The music briefly distorting, Cannonbolt shudders with fear, and aggressively smacks the Omnitrix symbol on his chest, causing it to sprout its four spikes and transform him into a further-muscular, metal-skinned evolution, with larger, massively-spiked bolts and longer claws. Growling in frustration, the newfound Ultimate Cannonbolt lunges forward, curls into his gigantic sphere mode, and roars down the street, unphased by the oil-slick and even ripping up the asphalt in the process.

Meanwhile, Azul and Amarillo put their bikes on auto-pilot, then proceed to stand atop their seats and turn around, firing at Rollaway in an attempt to break his Grindstone Man spikes. Rojo pulls a miniature explosive from one of her bike’s compartments, arming it for detonation, and tossing it back to Amarillo, she catches it and swiftly throws it, creating a massive explosion that seems to finally stop Rollaway in his tracks. Pieces of Grindstone Man’s crystals flying onto the asphalt, the duo stare in satisfaction, soon turning in horror, at the sight of blue light flashing through the smoke, followed by Public Eye, Ben 23’s version of Eye Guy, with Speedyquick’s rapidly-agile legs.

Sprinting after them, Public Eye retracts all of his eyes and fires a massive energy blast from the distended eyeball from his chest, a powerful enough force to violently destroy Amarillo’s bike, although she hops to safety moments prior. Azul opening fire on Public Eye, Skurd 23 spawns the tail of his version of Spidermonkey, named Mr. Monkey, from his backside and uses it to eject a stream of webbing, grabbing hold of a chunk of Amarillo’s destroyed bike, and allow Public Eye to rapidly swing around and smash it straight into Amarilo’s bike’s backside, forcing her to similarly hop out, as her bike is sent crashing into the sidewalk in a heap of broken metal and leaking gasoline.

Rojo screeching her bike to a halt within the middle of the road, she lifts out her left forearm and ejects a massive energy blaster from the top of her suit’s armor. Firing the massive blaster, Public Eye attempts to counter with another energy blast from the eyeball atop his chest, and although the duo appear to be at a standstill, the tether is violently snapped by Ultimate Cannonbolt’s sudden arrival. The two of them leaping out of the way, Ultimate Cannonbolt aggressively smashes straight through Rojo’s bike, destroying it.

Rojo’s shock turns into anger, as she opens fire at the Evolved Arburian Pelarota with both arm blasters, who briefly uncurls to face her, then curls and begins to rapidly roll toward her. Trying to stop his ally, who was obviously intending to trample her over, Public Eye fires a blast of eye gunk from his palms as an adhesive to slow him down, and although slightly effective, it hardly stops him. Skurd 23 retracting both of his augmentations, he manifests the massive, armored left arm of his version of Armodrillo, named Toolboxx, in place of Public Eye’s left arm, and allows him to smash it into the asphalt.

Creating a seismic shockwave and leveling a chunk of the street to create a barrier that finally stops Ultimate Cannonbolt, he attempts to still roll over it, although falls backwards and uncurls, collapsing to the cracked asphalt ground. Rojo opens fire on Public Eye, to which he fires an electrified optic beam from his right shoulder, electrocuting her suit and causing her to collapse unconscious. Retracting his Toolboxx arm, Public Eye is suddenly blasted from behind by Azul and Amarillo, and in retaliation, transforms into his version of Gutrot, dubbed Chemical Man and channeling gases from within his abdominal chamber, fires a knock-out gas from his nozzles that causes the duo to pass out, dropping their blasters and collapsing onto the asphalt ground.

“Nice job.” Skurd 23 proudly states, finally ending the song. Chemical Man reverts back to Ben 23 in a flash of blue light, and faces the similarly-reverted Ben Prime, only to see him, transformed as Four Arms, violently smashing his fist through the leveled chunk of asphalt Ben 23 created to stop him as Ultimate Cannonbolt, before turning away in embarrassment upon realizing Ben 23 had witnessed him do so, to which Skurd 23, in an exasperated, unnerved tone, states, “Oh boy…”

“BEN?!” Ben 23 exclaims in shock, running over toward him, as Four Arms suddenly reverts back to his human form and pulls his hoodie over his head in shame. “Ben, what the hell has gotten into you?!”

T-This…” Ben Prime stutters out, his eyes trembling and palms shaking. “...t-this was a ridiculous i-idea… I-I’m so-sorry for dragging y-you along f-for it… I-I just wanted to h-have some fun again… p-put all t-this stress and t-trauma aside… f-feel young a-again...

“B-Ben… you haven’t recovered.” Ben 23 worriedly states to his ally. “You’re extremely unwell, worse than I first arrived weeks ago, and compressing it all down will make it worse when it springs back out! You’re just digging yourself in a hole that’s going to get harder and harder to crawl out of!”

S-So, what?! I’m just supposed to lay in my room, and isolate myself, hoping the pain goes away?!” Ben Prime aggressively retorts. “I can’t afford to be trapped and cooped up in there! I’m Benjamin Kirby Tennyson, wielder of the Omnitrix! There’s crime out there, and I’m being told that I’m wrong for going after it?!

“Your career is more important than your own mental health?!” Ben 23 exclaims, to which Ben Prime exclaims, “There’s NOTHING wrong with me! I’m only shaken up from past events! I’m getting over them! I was rescued by your version of Alien X, I was torn out of that torture chapter, I defeated Aggregor, I broke out of their warship, AND... I got my revenge by killing-

“K-Kill-?!” Ben 23 exclaims, cutting Ben Prime off and forcing him to suddenly retract on his words, his eyes widening in terror. “Ben… BEN, YOU KILLED AGAIN?!”

N-No… no, no, no, no… I didn’t, w-why are you twisting my w-words?!” Ben Prime retorts, his shaking getting worse, as Ben 23 exclaims in a shocked tone, “B-But you SAID THAT! YOU SAID THAT YOU GOT REVENGE BY KILLING SOMEONE! H-HOW?! W-WHERE?!

. . .

No, no, no, you’re LYING...” Ben Prime bitterly states. Droplets of green fluid begin falling from his fingertips. Ben 23 notices them, staring at the tiny green stains on the broken asphalt.

I-I didn’t KILL a-anyone!” Ben Prime violently shudders. Flashbacks of Albedo’s and Mad Ben’s deaths remanifest from within his mind. “I-I WOULDN’T-! THAT’S NOT… NO, NO, NO, I DIDN’T KILL ANYONE! I DIDN’T! I’M A HERO, AND HEROES DON’T KILL! THEY SAVE PEOPLE! I SAVE PEOPLE! I’M BEN TENNYSON!

“W-What is that?!” Ben 23 comments, pointing out the green droplets. His comment causes Ben Prime to look down at his soaked, twitching hands, oozing what resembles semi-transparent glow-stick fluid. Pulling a green-stained rag from his pockets and wiping his hands in a hazy panic, he discovers the same sweating fluid leaking from his face. “B-Ben, are you… w-what’s wrong with your sweat?!”

God damn it... I-I have to get home…” Ben Prime utters, frightened and continuing to furiously dry his face and hands. Suddenly morphing into Fasttrack, he runs off down the sidewalk, only to be suddenly stopped by a large crystal shield. Recoiling in shock, he turns to face Ben 23, transformed as Grindstone Man, now with a worried, greatly-concerned look on his face, Skurd 23 looking the same way.

“You have something PHYSICALLY wrong with you!” Grindstone Man exclaims, now noticing the same green fluid starting to stain Fasttrack’s fur. “I’m not letting you go home and try and shake it off! Whatever this is, it may require medical attention… maybe, the Plumbers?!”

N-NO-!!” Fasttrack yells in terror, suddenly morphing into Aerojet to try and hide his sweat, that of an unfamiliar transformation resembling that of a metallic-blue-and-light-gray machine with a visor-shaped singular eye, spiked shoulders, finned, blaster-shaped forearms tipped with pronged claws, and the Omnitrix symbol on the center of his chest. “DON’T TELL THE OTHERS! I’VE ALREADY MADE THEM WORRY ENOUGH!!

“W-Why?! Why don’t you want me to-” Grindstone Man exclaims, before shaking him off and exclaiming, “No, I won’t let you suffer like this, and let you try and ignore it so it grows worse and worse! I’m calling Eunice! This is all for your own good! I won’t let you suffer!”

NO, DON’T YOU DO ANYTHING!” Aerojet screams in defiance, holding out his arms and channeling his weather-manipulating abilities. Firing blasts of powerful winds from his hands, Grindstone Man effortlessly withstands them, only for Aerojet to suddenly transform the winds into powerful lightning that causes Grindstone Man to stumble back and wince in pain.

Aerojet lowering his arms in shock that he’s hurting his ally, he soon begins to discover the same green fluid, now with an oily, mechanical property, leaking from his joints. Suffering flashbacks of blood leaking down his arm from when Mad Ben stabbed him, he angrily thrusts his arms outwards in frustration, and again blasts Grindstone Man, this time with a beam of watery rainfall, only for him to suddenly transform into Electricyeti, his version of Shocksquatch, and electrify his water, greatly weakening him until he collapses to one knee.

Yelling out in blinded anger, Aerojet throws himself upwards and suddenly smashes the Omnitrix symbol on his chest, transforming him into Brickhouse, a large, lumbering rocky humanoid made out of lumpy, yellow-and-orange stone, with three-clawed hands, spiked elbows and outer-forearms, and the Omnitrix symbol on his chest. Smashing his foot into the ground, his transformation creates a powerful earthquake that slams Electricyeti back.

“MR. ROCKS?!” Electricyeti exclaims out of shock, to which Brickhouse angrily retorts by announcing in a deep, gravelly voice, “WRONG... BRICKHOUSE!” and again creates a concussive earthquake in Electricyeti’s direction. Taking flight upon morphing into Spooky Specter, his version of Ghostfreak, he lunges forward and withstands another seismic attack from him by transforming into the dark-purple Mr. Potato.

Brickhouse aggressively swatting him aside, Mr. Potato remains undamaged thanks to his nigh-invulnerable fatty skin, before rapidly transforming into Toolboxx, his version of Armodrillo and an alien to counter Brickhouse. Morphing his hands into jackhammers, he slams them into the ground and manages to violently overwhelm Brickhouse, despite predicting his attack with his seismic sense. Disorientated and collapsing, Brickhouse suddenly morphs into the fleshy, pink Sideslash and phases into the fourth dimension to escape.

STOP IT, BEN!” Toolboxx angrily demands, flustered by his retaliation and trying to search for where he may be, before Sideslash suddenly re-emerges back into the third dimension from behind, transformed as AmpFibian and launching several electrical bolts, causing Toolboxx to yell out in pain and swing around, absorbing his future electrical attacks as Plug Man, launching them back as powerful energy attacks that Ben Prime effortlessly withstands with the nigh-invulnerable containment suit of NRG.

WHY CAN’T YOU JUST LEAVE ME ALONE?!” NRG fumes and roars with boiling anger, firing an incinerating radioactive blast that Plug Man absorbs and fires back at him. NRG amplifies his radioactive blast in an attempt to overwhelm Ben 23’s transformation, and was showing signs of success until Skurd 23 finally interferes, again creating Mr. Prism’s crystals from his shoulders increase his energy absorption and launch back a further-energized attack that sends NRG crashing back into the asphalt.

Aggressively tearing open his containment suit’s helmet, the unsuited, purely-radioactive form of NRG suddenly leaps out, taking flight into the air, and rapidly fires several potent energy blasts of radiation in Plug Man’s direction. Transforming into the radiation-proof, indestructibly-armored Barnacle Man, his version of Water Hazard, he creates a defensive bubble shield for his first few blasts, before launching a pair of hydrokinetic blasts from his hands to extinguish NRG’s extreme bio-heat, blanketing the surrounding area in a cloud of steam.

Several moments later, Rojo awakens with several coughs of the dense steam cloud, and panicked, begins to look around the cloud, struggling to fully look through it, only to suddenly avoid a chunk of one of her allies’ broken bikes magnetically thrown in her direction. Getting back up to her feet, the raging Ben Prime, transformed as Lodestar and levitating in the air, reveals himself, fighting Ben 23, transformed as the Hero Watch’s version of Fasttrack, named Fastcat, to rapidly dart out of the way of his magnetic attacks.

Suddenly bulking up upon transforming into Orbit Man, he holds out a hand and gyrokinetically slams Lodestar into the ground, trapping him within a gravitational aura. Lodestar does not take well and thrashes his body violently in an attempt to free himself. Rojo stumbling back up to her, Orbit Man notices her, exclaiming, “YOU, GO! GET OUT OF HERE!” to which she fearfully complies at the sight of Lodestar attempting to use his magnetokinesis to throw the broken remains of her bike at her.

YOU ARE IN A SERIOUS NEED OF CALMING DOWN RIGHT ABOUT NOW, DUDE, LIKE FOR REAL! STOP!!” Orbit Man angrily demands, continuing to hold him down, as Lodestar continues to thrash violently, his magnetic body literally starting to crack and chip from his violent efforts. His Omnitrix suddenly begins to fizzle and erupt with bright-green sparks, as Lodestar begins violently transforming in attempts to escape, causing him to similarly suffer flashbacks of when he tried to escape Albedo’s gravitational grasp from his fight with him in Chapter 3.

Lodestar’s magnetically-levitating head contorts and shakes, his magnetic forces trembling violently, as they briefly attempt to manifest the metallic bolts and rubbery black skin of Buzzshock, then the bony drills of Drillataur. His body structure temporarily mutates into the yellow armor and brown fur of Armodrillo and Faucet respectively, as he screams out in frustration, his face briefly gaining the facial hair and both the visor and mana-channeling horns of Mole-Stache and Sabbattoir respectively. Orbit Man looking on in horror, Lodestar’s shaking head briefly turns into the electricity-surging armor of Electro City, the horned helmet of Toepick, the biomechanical armor of Nanomech, and the unknown, dark-midnight-blue-and-white, urchin-like outer-skeleton of an unknown alien.

LET ME GOOO!!!” Lodestar screams with surging rage, his left eye suddenly mutating into a miniature version of Eyezor’s defining eyeball and firing a massive optic beam that Skurd 23 deflects with a Grindstone Man shield in-front of Orbit Man’s face, the beam shattering the shield on contact. Briefly spawning Shock ‘N Void’s arms and Geotheremite’s magma bulbs, he begins to tear free of the gravitational aura with a combination of void energy and seething molten heat, eventually spawning a cloud of Gutrot’s gases from nozzles briefly appearing atop his mutating shoulders, before suddenly turning the rapid green flashes of light surging through his body into lime-green magma that begins to melt through the ground, having done so with Magmalight’s briefly-spawning hands and legs.

“BEN! BEN, PLEASE STOP!!” Orbit Man begs, as Lodestar, his form having practically disintegrated into a mess of distorting features, looks up at Orbit Man with Analyzard’s trio of eyes and Tropiguana’s jaws, screaming out, “I CAN’T… I’M TRYING, I’M TRYING, I’M TRYING, BUT I C A N ’ T T T T T T T T T T T ! ! !

Involuntarily seeming to unleash Echo Echo’s sonic screams, revealing his Sonorosian form’s inner-mouth in the process. Violently deafening Orbit Man and causing him to scream out in pain, Lodestar’s silhouette devolves into a familiar minty-skinned silhouette that crackling with electricity, bursts through his gravitational aura with an explosive force, and throws Orbit Man back against the ground, his rocky face cracked and shattered. Orbit Man weakly attempts to push himself up with his powers, looking up at the maniacal, surging Antigravitesla levitating in the distance, but collapses back, reverting back to his human form in a flash of blue light.

As Antigravitesla’s feet reconnect with the shattered street beneath him, he begins to slowly approach the defeated Ben 23 with an expression of seething hatred, drenched in glowing-green sweat and his body coating itself in mutating snippets of Level-Headed’s suit, Terraspin’s shell, and Heatblast’s rock, merging his violently-crackling electrical aura with leaking gas, howling winds, and crackling smoke. Skurd 23 leaps into action, manifesting Handy Man’s four arms from atop his body and yellowing out, “BACK OFF, VILLAIN!!

I’M NOT A VILLAIN!! I’M A HERO!!!” Antigravitesla angrily yells back, his voice coming out distorted through his electrical aura of gas, wind, and smoke. Gesturing to his surroundings with Handy Man’s arms, Skurd 23 yells out in anger, “DOES THIS LOOK LIKE SOMETHING A HERO WOULD DO?! YOU’RE DESTROYING THE CITY YOU’RE PROTECTING, FIGHTING THE HEROES HELPING YOU! HEROES WOULD NOT DO THIS! ONLY VILLAINS WOULD!

I-I’M NOT…” Antigravitesla exclaims, trembling in horror and forcefully retracting his mutated appearance. Electrified tears falling to his face, he looks down at his drenched hands and only sees the scarred appendages of Mad Ben, and when he clenches them into shaking fists, sees the craggly, mutated, partially-mechanical hands of Left-Handed Jack, causing him to gasp in horror and scream out:


Violently surging with electricity, Antigravitesla covers his face in shame, and continues:


With that, Antigravitesla’s form suddenly engulfs itself within a massive eruption of green light. A temporal burst of exploding chronokinetic energy erupts from his body, causing all time to screech in a halt. Uncovering his face in confusion to the sudden silence around him, the sounds of ticking gears fill his ears, and he soon realizes he has now transformed into his Chronosapien form, and has frozen all time. Seeing Antigravitesla’s chaotic aura frozen around him, and the aggressive Skurd 23 holding up fists in his direction, Clockwork collapses onto his knees, reverting back to Ben Prime.

...I’m not a hero…” Ben Prime groans with shame in his voice, green-tinged tears slowly falling from his face and collapsing in the massive, semi-transparent puddle of green fluid beneath him. He stares down at it, seeing his absence of a reflection due to frozen time. “...I’m too old… I’m just ancient history at this point… I just wished this world stopped needing me…

Ben Prime’s teary eyes, red from his explosive emotions of rage and sorrow, stare down at the puddle, and soon begin to see movement in the reflective puddle. His eyes widen, as a familiar silhouette reveals himself from inside, staring back at Ben Prime.



J-Jack… please…” Ben Prime weeps at the sight of the corrupted entity. “I-I’m sorry for d-doing what I did to you… p-please, stop hurting me… let m-me fix what I’ve d-done…


I-Isn’t there anything I can do for you?! I can make t-things better! I have the Omnitrix, the p-power to d-do almost anything!” Ben Prime weeps in response, bizarrely appearing to be able to understand the backwards-talking Jack.


Ben Prime begins to notice his slowly-darkening surroundings.

“...ꟻ⅃ƎƧЯUOY TA ꓘOO⅃ A ƎꓘAT…”

Ben Prime pushes himself back up to his feet, but is suddenly entangled by lavender-purple bandages, restraining his movements and forcing him to stand upwards.

“...ƎƆИAHƆ ...A ƎꓘAM ꓷИA…”

Ben Prime yells in shock, failing to try and free himself. His attempted interactions with the Omnitrix only discharges bursts of red electricity, as his entangling foe emerges from the shadows from behind: Benzarro, transformed as Patient Wrap, his version of Snare-Oh.

Within an instance, all time unfreezes in another burst of chronokinetic energy. Ben 23 slowly cranes his head up moments later, loudly groaning in pain from Ben Prime’s fight with him. Skurd 23 looks around in confusion, retracting Handy Man’s arms back into his slimy body, as his master struggles to get back up to his feet.

“23?!” A familiar voice exclaims in the distance, as Ben 23 looks up to see the sudden arrival of Jennifer, still transformed as XLR8, and Eunice using Kineceleran speed. “23, what the HELL was going here?!”

“I don’t, but… I’m hurt bad...” Ben 23 groans in pain, as Eunice holds out her hands, using her internal database’s scanned Sentient Chemicoal abilities to telekinetically lift him back up to his feet, as XLR8 holds him up and allows Eunice to use her Remotion abilities to chronologically revert his injuries, briefly turning him into Orbit Man, then Fastcat, and then back to his human form, healed and able to stand on his own.

“H-How did you know I was here?” Ben 23 asks, to which XLR8 responds, “The middle of a Bellwood street bursting with a massive aura of electromagnetism is not normal… what the hell happened?!”

“It was…” Ben 23 stutters out in response, before cutting himself off in realization and looking up to soon realize that Antigravitesla was now gone from where he was. “… no, no, no… he left… he froze time and ran…”

“Froze time… and ran?! Wait, Ben, our Ben, was here with you, and made that whole eruption of electromagnetism?!” Eunice exclaims, to which Ben 23 sulks and states, “He’s the reason I was so banged up when you arrived here… he’s seriously not okay…”

XLR8 and Eunice both express looks of terror, as Eunice investigates the area where Antigravitesla was, discovering the massive puddle of green fluid. Studying it with the enhanced analytical skills of her internal database’s Ornithis abilities, the species of Analyzard, she comments, “...t-this… this is a bio-metallic liquid residue discharged from the Omnitrix… it comes out to cool down systems from drastic overheating... b-but it should only be in the prototype… it should NOT be in the modern model...”

“It didn’t come out of his watch… it came out of his SKIN…” Ben 23 responds, shocking Eunice at the bizarre idea and causing her to ask, “...w-what, like SWEAT?” to which Ben 23 and Skurd 23 both nod in response. Telekinetically lifting a small droplet of it with Sentient Chemicoal abilities, Eunice absorbs the fluid into her body, storing it with the use of Orishan moisture absorption.

“I’ll have to study this, back at the Plumber headquarters… if it truly came out of his body, then I don’t know if it’s truly just a retired Omnitrix part lubricant...” Eunice responds, facing back toward Ben 23 and XLR8, attempting to speak, only to freeze in terror at the sight of Ben 23.

“W-What?” Ben 23 responds, startled by her look of shock, as part of a face begins to loom over his shoulder, speaking in a voice that terrifies the trio:


Swinging around, Skurd 23 activates the Hero Watch and transforms Ben 23 into Freezelizard, allowing him to cryokinetically blast the sudden arrival of the spatial-temporal entity, but he was seemingly one by the time he started turning around. The trio looking around in terror, Eunice quickly activates her Anodite abilities, her eyes glowing pink, as she attempts to utilize her dowsing and find Jack’s position.


The trio readying themselves for a fight, Left-Handed Jack suddenly rises up from the asphalt ground behind him, manifesting from the green puddle and adjusting his damaged fedora atop his head. Eunice grabs Freeelizard, mimicking his Polar Manzardill abilities, and fires an icy beam from her mouth, only for Jack to suddenly fizzle apart and split into two, his afterimages entirely avoiding the attack, before merging back into one.

XLR8 growling in frustration, she lowers her visor and rushes at Jack with her vast speed, intending to slam into him, only for Jack to hold out his mechanical hand and swipe at the open space, distorting it and causing her entire body to suddenly reverse, sending her running forward and crashing straight into Freezelizard. Stumbling back up to her feet, she smacks the Cosplayer symbol on her chest, causing it to sprout its eight metallic prongs.

As the newfound Ultimate XLR8 stands tall, her entire body stark-white with dark-green added armor on her shoulders, elbows, hips, and knees, with the Evolved Cosplayer symbol on the center of her chest, she lowers her dark-green-highlighted visor and sprints forward with vastly-added speed, smashing and causing Jack to explode into several crystalline shards resembling chunks of broken glass.

Quickly darting back around, suddenly transforming into Crashhopper and going a step further, becoming a feminine Ultimate Crashhopper, she leaps into the air with vast strength and violently smashes down on the dismembered fragments of Jack’s body with tremendous force, seemingly destroying him. Remaining silent, Ultimate Crashhopper steps off what remains of his destroyed body, and notices her muscular insectoid legs steadily reverting back to the reptilian legs of Ultimate XLR8.

“WHA-” Ultimate Crashhopper utters, suddenly reverting back to Ultimate XLR8 in a flash of reddened-emerald-green light. Bizarre sounds begin to fill the air, such as the sounds of a creaking wooden door, footsteps on solid ground, the crashing of thunder, a howling dog, and steadily-forming music, as Ultimate XLR8, seemingly unable to control her moments, suddenly begins to hold out her two arms and manifest a pair of emerald-green portals from her palms.

“Jen… what are you-?!” Eunice exclaims with confusion, before suddenly, the looming face of Left-Handed Jack begins to appear over her shoulder, vanishing back behind her. Before her and Freezelizard can interfere, Ultimate XLR8 dashes forward, holding out her arms and consuming the duo in two respective portals, causing them to both vanish from within them.

Ultimate XLR8 continues to uncontrollably run forward, unable to lift her visor up, as she uncontrollably manifests a massive portal from behind, its green coloration repeatedly flickering back and forth from red to green, and suddenly vanishes through it too, leaving the destroyed Bellwood streets empty, as the scene slowly fades to black, music still playing. White text begins to appear at the center of the bottom of the screen.


Emerging out of her own portal, Ultimate XLR8 finds herself suddenly transported to the front-yard of Ben Prime’s childhood home. She looks around in confusion, the portal vanishing from behind, and soon discovers her being steadily transformed back into Ultimate Crashhopper through obviously-chronokinetic means. The backwards voice of Left-Handed Jack begins to narrate the scene, seemingly audible to Ultimate Crashhopper herself, as she repeatedly turns around in confusion, unaware of Jack repeatedly manifesting and vanishing, from over her shoulders and behind her head.



Meanwhile, Freezelizard collapses out of his portal and stumbles within a dark warehouse’s interior, using Skurd 23’s added assistance of generating Charcoal Man’s blue flames from his slimy body to act as a source of light. Left-Handed Jack wanders in the darkness after the source of blue light, the duo unaware of the presence of several sleeping cats from within the darkness, atop several beds, as Freezelizard listens to the sounds of Jack’s backwards voice. One of the cats awakens to the presence of Ben 23, and stares at him from the darkness, before retracting back and scurrying off.



Meanwhile, being violently thrown from and crashing in the middle of downtown Bellwood streets, Eunice quickly recovers and looks around in a confusion, seeing the vanishing portal before her. Seeing confused human and alien civilians watching her sudden arrival, Eunice scans the crowds in confusion, hearing the voice of Left-Handed Jack speaking backwards, and uses internally-stored Loboan abilities of enhanced hearing.

Eunice’s eyes widen in horror at the sight of a familiar silhouette standing within a clothing store’s reflection, his red eyes gleaming at the sight of Eunice. Sprinting forward with Kineceleran speed, Eunice acts on instinct at the sight of him and smashes the window with Vaxasaurian strength, startling the civilians and causing them to stagger back in terror. Still hearing his voice, Eunice looks down at the glass shards, now seeing several miniature reflections of Jack’s face staring back up at her.



The aggressive Patient Wrap uses his extended, greatly-elastic bandages to violently throw Ben Prime from within the bizarre, pitch-black landscape they were within. Slamming against the ground and pushing himself up, revealing he was touching clumps of dirt, Ben Prime looks around, realizing the landscape was randomly transforming to take on a macabre graveyard, several decomposing gravestones laying around him.

Suddenly wrapping bandages around Ben Prime again, Ben Prime resists and manually activates his Omnitrix, transforming him into yet another unfamiliar transformation in the form of Kickin’ Hawk, an anthropomorphic avian with rooster and hawk-like characteristics, including dark-brown feathers, a yellow beak, a whitish-brown mohawk of feathers and underside, scaly, bright-yellow extremities each tipped with three, sharp claws, two large, bladed talons emerging from his elbows, and an outfit consisting of a frilled, green mask covering his face, green belt, and strap vest over his chest and shoulders, the Omnitrix symbol on the vest’s hook.

Slashing with his talons, he effortlessly tears through Patient Wrap and forces him to retract his ruined limbs, before he acrobatically lunges back to his feet and pounces at him, forcefully reverting him out of his alien form in a flash of purple light. Benzarro’s human form reveals himself, he exhales deathly breath into Kickin’ Hawk’s face, forcing him to recoil in disgust. Shoving him off, Benzarro activates his Viral Watch to transform into Patient Split, his zombified, skeletal version of Ditto, that immediately splits into a trio of clones through gruesomely-stretchy and tearing self-duplication, and pounce onto Kickin’ Hawk.



Ultimate Crashhopper looking around in a panic, she’s suddenly alerted to a figure flying in the sky above her, levitating to look down at her. Unsure of who it may be, Ultimate Crashhopper is suddenly barraged by a series of energy swipes, revealing themselves as minty-green whips made out of solid energy. The flying entity swatting at her, Ultimate Crashhopper pounces up and down to avoid the whips and eventually lurches upwards into the air, smashing her plated, spiked skull straight into the entity’s midsection, revealing him as Bad Ben, transformed as his Pturbosapien form: Bad Astrodactyl.

Suddenly morphing into Bad Shellhead to absorb her attack’s kinetic energy, he fires it straight back at Ultimate Crashhopper, sending her smashing straight into the front-yard of the Tennyson household. Bad Shellhead lands against the ground and begins to slowly approach the reverted Jennifer, transforming back into his human form too, wielding a maniacal expression.

“Y-You… you’re one of them?! What the hell is going on?!” Jennifer demands, sluggishly getting back up to her feet, as Bad Ben smiles and responds, “Isn’t it obvious? Call it many things… but good ol’ Backwards Jack’s preferred designation of it… is ‘Operation: Left Field’...”



Suddenly morphing into Bad Atomix in a flash of minty-green light, he fires several nuclear blasts from his left arm in her direction, forcing her to suddenly transform into Humungousaur and enlarge in size to her maximum size, vastly increasing her durability to the point of mostly withstanding the blasts and swinging her tail to smash into Bad Atomix, slamming him against the ground. Hitting him repeatedly, he finally blocks it with a nuclear shield and blasts her backwards with a miniature nuclear explosion.

Landing against the ground, the duo’s fight alerts Ben Prime’s parents of Carl and Sandra to emerge from the house through the front door. Bad Atomix turns to face the newcomers, realizing that they were his parents, although an alternate version of himself’s parents, and smiles, chuckling slightly, before clarifying, “So, HIS Carl was a good man… lucky shit...” and suddenly opening fire on his parents.

“NOOO!” Humungousaur exclaims in shock, suddenly striking the Cosplayer symbol on her chest and causing it to sprout its eight, metallic prongs. Becoming the tactically-enhanced Ultimate Humungousaur, she blocks the nuclear blasts from hitting Ben Prime’s parents with one arm, before extending said arm outwards, transforming her hand into a massive gatling gun, and launching several bone missiles in Bad Atomix’s direction.



Having reverted back to his human form off-screen, Ben 23 continues to wander throughout the interior of the dark warehouse, Skurd 23 continuing to use Charcoal Man’s ability of fire generation as a source of light, continuing to be watched by the glowing eyes of several varying cat breeds, seemingly being asleep within the warehouse for unknown reasons.

Eventually discovering the cutesy warehouse sign that simply reads “KITTY” with the cartoon illustration of a cat’s head sticking out her tongue, and a heart, Ben 23 chuckles to himself upon realization the warehouse was just for cat products, as he continues into the warehouse in hopes of locating an entrance or exit, unaware of now dozens of cats patiently watching him and Skurd 23 from the darkness of the warehouse.

As several cats retract back into the darkness, they run through several metallic corridors deep within the warehouse and eventually find themselves outside a wooden bedroom door, in a warehouse all places, designed with several cutesy stickers and blocked off by a pet safety gate. Several cats meowing and pawing at the gate to try and open it, the wooden door slowly begins to open, as a pair of tired human eyes reveal themselves, listening to the several cats’ meows and widening in attention, becoming blue-tinged eyes with black slits for pupils.



Eunice rapidly sprints throughout the streets of Bellwood with Kineceleran speed, struggling to locate the others through her Anodite ability of dowsing. Growing frustrated from the lack of results, she screeches to a halt from within a dark alley-way and decides to go a step further, activating her Chronosapien abilities. Her pupils morphing into the shape of gears, she taps into the power of chronopathy and begins to track the location of Ben Prime through various universes and timelines. Seemingly having a lead, she comments, “Found you, partner.” and utilizes the power of chronoportation to vanish in a flash of green light.

Meanwhile, still within the graveyard, Kickin’ Hawk violently tramples and fights Patient Split, easily overpowering his clones through abusing his weakness of his clones’ neural link of pain receptors, and thus, causing all clones to feel the same pain he inflicts on the clones individually. The clones merging back together, Kickin’ Hawk lands a hard kick to the now-singular clone and sends him flying through the air, smashing through a gravestone and tumbling from him. Kickin’ Hawk stares intensely with flared talons, waiting for him to either stay down or get back up to fight some more.

Resurfacing with a flash of purple light, Patient Plant, the zombified version of Wildvine, covered in mold and decomposition, reveals himself with an undead groan, before sending out wilted vines to quickly swarm and restrain Kickin’ Hawk. Wrapping faster around his limbs than he can cut through them, Kickin’ Hawk manages to rip an arm free and strike the Omnitrix symbol on his chest, transforming him, in a flash of green light, into Poison Dart, a large insectoid with a dark-teal exoskeleton covering his entire body, with light-teal pores, most with dark-purple pores inside, lining his back and shoulders, large, compound, bright-green eyes with black pupils, and the Omnitrix symbol on his forehead, announcing himself as “POISON DART!!

Unleashing his venomous jaws and claws, he secretes a dark-purple poison that immediately begins to eat through Patient Plant’s dark-brown vines, acting as a highly-toxic pesticide that finally frees himself. Retracting his corroded vines, Poison Dart rolls forward, opens his jaws, and fires several poisonous projectiles at Patient Plant, quickly pushing him back with each acidic blow to his rotted body. Continuing to fight, the duo are aware of the spectating Left-Handed Jack, who holds out his arms and begins levitating in the air.



As the wind begins to howl, within an instance, several gravestones begin to shift and push upwards. Undead hands and appendages soon begin to rupture through the rotted dirt, pushing over their gravestones and rupturing through their wooden caskets. A zombified Clancy, a human/insect-mutant past villain of Ben, begins to emerge from the dirt, vomiting a swarm of dead hornets, alongside the rotten Yenaldooshi, a male Loboan and villain from Ben’s childhood.

Many zombified, necrosis-eaten villains slowly begin to rise from the dirt and groan with reanimation, including the animal-obsessed mad scientist, Dr. Aloysius Animo, his skin green from rot and mechanical brain-case broken, the sole remaining Forever King, Joseph Chadwick, his golden armor rusted and scarred side of his face decomposed to reveal his skull, and Sotoraggian bounty hunters, SixSix, his helmet rotted away to reveal his mutant face underneath, and SevenSeven, his cybernetically-replaced hands reduced to decomposed stubs.

First coming out invisible, the female Merlinisapien thief, Subdora, and her cybernetically-enhanced Oryctini partner, Exo-Skull, begin to burst out of their graves, the latter consuming a chunk of his own tombstone to fire out a bio-energy blast from his cracked horn to blow open a grave to allow the cybernetically-mutated Cerebrocrustacean scientist Dr. Psychobos, his shell-plates eaten by decomposition, stumble free, using his large claw as support, slowly followed by the amorphous body of the horribly-skeletal, crumpled mutant Galvanic Mechamorph, Malware, and the obese former Incursean Empire emperor, Emperor Milleous, loudly croaking and extending his rotted tongue to eat several flies swarming around the zombie Dr. Psychobos’ exposed brain matter.

“GET OFF!” Poison Dart violently yells, throwing off Benzarro’s thrashing human form and slashing him with his venomous claws, although due to his undead state, did virtually nothing to stop him. A groaning hoard slowly forming around him, Poison Dart slowly turns in confusion, his eyes widening in shock and confusion at the sight of a horribly-scorched, blackened Ragnarok, an alien former member of the Rooters, the secret, villainous Black Ops wing of the Plumbers, the venom-drooling reptilian Ophidian villain, Sssperent, the human hypnotist villain, Sublimino, twirling around his broken pocket watch, and a zombified Will Harangue, who’s briefly blinded by a newspaper flying in the wind and sticking to his face.

“W-What the hell-?!” Poison Dart exclaims, terrified, as while Benzarro ducks behind a tombstone to hide and begins to clumsily dial up an alien on the Viral Watch, Poison Dart turns to shock to see several other zombified foes, including various Xenocyte-infected hybridized humans, known as DNAliens, their abdominal tendrils dangling out of their waists like intestines, the Bellwood-superhero-turned-supervillain Carl Nesmith, adorning his mangled “Captain Nemesis” armor, the severely-sunburnt, vampiric Vladat lord of the horror-themed Anur System, Lord Transyl, a dead, winged insect and bio-product of Vladats known as a Corruptura falling out of his fanged mouth as he groans, and the mining-suited Detrovite criminal, Vulkanus, his suit covered in layers of rust and cracks.

Suddenly pounced on from behind by one of the many zombies, Poison Dart fires several poisonous projectiles in an attempt to blind them, but as his attempts begin to fail, a figure suddenly pounces on him from behind, Poison Dart suddenly morphs into Four Arms at the sight of an extended tail-stinger and flings them off with great strength, revealing them as the Merlinisapien prisoner of Area 51, simply dubbed Prisoner 775. Snarling with foam leaking from their mouth, Four Arms recoils, narrowly grabbed by the undead Carl Nesmith and a pair of DNAliens, forcing him to transform into Ghostfreak to get out of reach, levitating upwards and turning intangible.

“STAY BACK! STAY AWAY FROM ME!” Ghostfreak exclaims, horrified and looking down at the hoards of zombies swarming after him, including a zombified, rust-covered Kraab, the Terroranchula/human-mutated Rooter and former Plumber, Phil Billings, discharging bursts of red electricity from his mandibles, the one-sided childhood rival, Billy Billions, his large head mostly reduced to a skull, the dimwitted Vreedle Brothers, Octagon and Rhomboid, covered in bugs and various alien insects, and several more zombified DNAliens.

As Kraab lifts his broken claw and fires a bright-orange, plasmic liquid chemical, solidifying Ghostfreak back to his tangible form, the nearby zombified Yenaldooshi launches a sonic howl that deafens and disorientates Ghostfreak, allowing both the zombified Prisoner 775 and Subdora to both lunge into the air, grappling onto his body and causing him to fall back to the ground. Ghostfreak thrashes, as many of the DNAliens begin to restrain him with spat projectiles of adhesive slime from their decomposed maws.

Punching and throwing them off with Four Arms with rapidfire barrages, tearing free of his slimy restraints then quickly getting back to his feet, Four Arms suddenly transforms into Echo Echo, then Ultimate Echo Echo, with a pair of green lights, and manifests several sonic disks to release several sonic blasts, throwing many zombies back. His eyes set on the groaning Will Harangue zombie stumbling toward him, Ultimate Echo Echo angrily ejects out another pair of sonic disks from his forearms, telekinetically moving one on each side of his head, and fires a pair of sonic blasts from them so intensely that it causes his glasses to shatter and eventually, his head to gruesomely explode.

“Piece of shit.” Ultimate Echo Echo utters, as the now-headless Will Harangue zombie collapses to the ground. Suddenly intercepted and struck from behind Benzarro, he reveals as the backwards-sprinting Patient Sprint, his zombified version of XLR8, and turns to face Ultimate Echo Echo, snarling loudly, as Ultimate Echo Echo manifests more sonic disks and angrily demands, “What, you want some MORE?!” before firing several sonic bursts in his direction, only for him to suddenly run out of the way of his attacks, grouping all of the zombies back together in the process.

“What the hell are you- STOP, YOU SON OF A-!” Ultimate Echo Echo exclaims, firing out his sonic disks as supersonic explosives in attempts to stop Patient Sprint, but is soon overwhelmed by the reformed hordes of undead versions of allies. Greatly outnumbered, Jack levitates in the air above the Omnitrix-wielding duo and with a space-warping swipe of his hands, seems to spatiokinetically press down the Viral Watch symbol’s dial on Patient Sprint’s chest, causing him to transform in a flash of purple light…

...into a green-skinned, splotchy alien resembling a hunchback, anthropomorphic whale, large barnacles atop his head, shoulders, biceps, and outer-thighs. The Viral Watch symbol glowing purple from on the center of his chest, the revealed Patient Dance strikes a dramatic pose and from his barnacles, begins to release shrill, shrieking blasts of sound energy that begins to soften and correct itself into a harmonic beat that becomes one with the instrumentals’ music. The hoards of zombies behind him suddenly halt, lowering their limbs and closing their drooling mouths, as Ultimate Echo Echo stands frozen, mouthing, “...what… the hell…” under his breath.

With that, Patient Dance begins to steadily dance in place, his eyes widening and staring down, as he begins to sporadically lower his head to his right shoulder, confusing further Ultimate Echo Echo. The zombies before Patient Dance begin to listen to his harmonically-hypnotic music and mimic his dance movements, their exposed bones creaking and shifting, as Ultimate Echo Echo grabs hold of one of his floating sonic disks and flings them at them like an explosive, only for it to be caught by a rotted appendage resembling an aquatic tentacle emerging from the ground.

Crushing the sonic disk in its grip, the dancing Patient Dance and shocked Ultimate Echo Echo watch the dirt shift and break, as soon, a towering squid-like alien, covered in broken, rusty armor that crumples as he slowly rises from his crumpling coffin, in the form of the notorious, intergalactic Chimera Sui Generis alien warlord and conqueror himself: Vilgax.

As Vilgax fully rises upwards, partially-amputated tentacles hanging from his decomposed face and one of his arms hanging by exposed muscles and tendons, his swift, unnatural movements begin to loosen up from gradual mimicry of Patient Dance’s dancing. Unable to move and attack the undead version of his arch-nemesis, Ultimate Echo Echo gradually watches the headless Will Harangue rise to his feet, even starting to dance himself.

Feeling his mechanical arms starting to move, Ultimate Echo Echo yells out in defiance, trying to cover his ears to stop himself from hearing Patient Dance’s music, but is unable to stop himself from joining the group’s dance. Vilgax does so too, kicking aside the zombified Billy Billions and sending him flying off into the distance, as he takes his position in the hoard. Watching Vilgax’s head grotesquely rotate around mid-dance, the Omnitrix wielder futilely attempts to grab and attack Patient Dance to stop the hypnotic music, but his uncontrolled movements cause him to pull away.

...CAUSE THIS THRILLER… THR-ILLER NIGHT.” Patient Dance begins to sing in his deep, raspy, zombified voice, spinning around and moonwalking. “...AND NO-ONE SAVE YOU FROM BEAST ABOUT TO STRIKE...

STOP IT, YOU SON OF A-! STOP DANCING! REVERT OUT OF THRILLER WHALE, YOU-” Ultimate Echo Echo yells out in frustration, unable to stop him from dancing and joining the group nor able to fire out a sonic scream to attack him, before he’s suddenly silenced by a zombified DNAlien spitting a globule of adhesive slime over his mechanical mouth.


As the Clancy zombie unleashes a swarm of undead bugs above the group, and the Yenaldooshi zombie howls in the background, Ben Prime finally tears himself free of the hypnotic music through managing to force an arm to tear free of his hypnotized movements and strike the Omnitrix symbol on his chest.

Springing away from the undead group as Reverbatim and absorbing the music around him, his radius of absorbed sound neutralizes the effects of many zombies, including Captain Nemesis and Exo-Skull, who stumble around and turn to face Reverbatim, making silenced groans from their mouths.

As Left-Handed Jack watches everything from above, his face mutates slightly, elongating downwards and sprouting four eyes in total, each of them glowing a different color.

His bright-red, upper-right eye watches Reverbatim stumble back from the zombies heading toward his small robotic form, trying to get away from the hypnotic music far enough to transform and fight, while his other eyes begin to watch different points in space and time.

His bright-green, upper-left eye watches Bad Ben and Jennifer, both transformed as Bad Atomix and Ultimate Humungousaur respectively, fight in the front-yard of the Tennyson household, the latter protecting Ben Prime’s parents from Bad Atomix’s violent nuclear attacks against them.

His bright-blue, lower-right eye watches Ben 23 within the dark warehouse, steadily being surrounded in a hoard of intensely-watching cats, and defensefully dialing up his Hero Watch, transforming into Tigerizer, the Dimension 23 counterpart of Rath, and baring his wrist-claws.

His bright-yellow, lower-left eye watches Eunice reappear from her chronoportation within the middle of an alternate Bellwood’s destroyed streets, the same dimension him, Ben Prime, and Benzarro were all in, before using Chronosapien chronopathy and Kineceleran speed to sprint off the presumed location of Ben Prime.


DRILLER!” The rotted Vulkanus zombie groans, transforming his rusted suit’s left hand and transforming into a similarly-rusted, rotating drill, as the badly-burned Ragnarok holds up a charred arm, channeling solar energy from his mangled appendage, and groans, “GRILLER!

With Patient Dance’s sudden exclamation of “TONIGHT!” and a snapping swipe of Jack’s mechanical hand, everything begins to suddenly begin happening at once, Jack watching it all happen. Patient Dance suddenly stops dancing, reverting back to his human form in a flash of bright-purple light and vanishing from the setting entirely within a burst of red electricity of Jack’s space-time powers, as many of the zombies around him immediately collapse into heaps around where he once was, dead and inanimate.

Ultimate Humungousaur is thrown back by one of Bad Atomix’s nuclear energy blasts striking one of her bone missiles and causing it to violently explode and backfire. Bad Atomix stands over her with a maniacal expression, watching her revert back to her human form, before he holds out an arm and readies another nuclear blast.

Tigerizer faces a feminine figure steadily emerging from the darkness to confront him, possessing blue-tinged eyes with slit black pupils that hypnotically begin to entrance Tigerizer. A young, feminine supervillain of Chinese ethnicity, with a feline aesthetic, reveals herself from the shadows, the ailouroeidíkinetic, D-list villain Nyancy Chan.

Eunice halts from running, faced with a massive bright-red portal of swirling chronokinetic energy that seemingly persuades her to jump through it, and following chronopathy’s pathway of tracking Ben Prime, she appears to seemingly agree to do so, and jumps into it, vanishing through the time portal.

Ben Prime, transformed as Ultimate Cannonbolt, violently smashes through many of the remaining zombies, destroying them and making sure to run back over Will Harangue’s headless carcass a few times. Confronted by the undead Vilgax, who roars and transforms his left arm into a mass of unraveled tentacles, leaping them out to attack Ultimate Cannonbolt, he merely groans in frustration and rapidly rolls forward, violently smashing into the zombified Vilgax and embedding his metal-armored shell’s spikes into his waist.

Briefly halting, Ultimate Cannonbolt begins to rapidly roll faster and faster, kicking up dirt, soon dragging the impaled Vilgax under his body and gruesomely pulverizing his rotted carcass in a gruesome eruption of decomposed alien flesh and bone, not stopping until his entire body is destroyed. Rapidly rolling again to shake off the gore caked against his shell, Ultimate Cannonbolt uncurls from his spherical mode and faces his final opponent: Left-Handed Jack.


...I gave you the offer of help, and you chose to repay my generosity with torture... I hope you burn in hell when I’m done with you...” Ben Prime angrily responds, activating his Omnitrix, selecting an ominous alien, and violently slamming his open palm onto the core. Consumed in an eruption of green light and celestial energy, the muscular, similarly-levitating Celestialsapien transformation of the Omnitrix stands before Jack. “ALIEN X!

Alien X Locked Grips.png

Holding out an arm, Alien X fires a powerful blast of celestial energy from his palm toward Jack, who rapidly teleports out of the way. The blast suddenly bending around and homing back on Jack, he rapidly teleports, bending space with each swipe of his mechanical, crackling hand, and manages to outpace the homing energy blast. Alien X leaps forward with lightning-fast speed and violently smashes his fist into Jack’s midsection.

The two violently trade blows with one another, each of Alien X’s punches creating energized shockwaves that destroy the graveyard more and more. Igniting his fists with blazing-white flames, Alien X blocks one of Left-Handed Jack’s spatially-obliterating swipes, grabbing hold of his wrist, before smashing his other hand straight into his face. His fedora flies straight off Jack’s head from the sheer force, bursting into white flames and being burned to literal ash.

Letting an electronically-distorted screech of rage, his anatomy twisting and warping, Jack begins to warp time around the duo, and attempts to freeze time, although his attempts were deflected by a mere snap of Alien X’s fingers, briefly confusing Jack, as Alien X comments in a voice that like Mr. Universe, sounds like three voices speaking at once, one of them that of Ben Prime’s himself, “That won’t do, Jack.

His hand still locked around Jack’s wrist, Alien X swings him into the air and violently smashes into the dirt. Rapidly flying forward, Alien X slides Jack through the entire ground, causing his calcified skin to crack and shift with the excessive streak of damage. His eyes cartoonishly widening, Jack channels chronokinetic energy through them and fires a pair of powerful optic beams, so fast and powerful they burn straight through the left side of Alien X’s face, causing him to yell out and throw Jack aside, giving him the time to regenerate his charred wound.

Jack’s body structure convulsing and contorting violently, it seemingly breaks itself down and restructures itself to now be standing up. Staring at his slightly-damaged mechanical hand, he stares back at Alien X with seething rage, suddenly multiplying into four temporal afterimages, three of them leaping forward with spatially-obliterating swipes. Alien X throws all of them back with a celestial-energy-composed shield and projects several blasts of his white flames, destroying each of the afterimages.


With that, Alien X fires a powerful blast of celestial energy from his palm that begins to violently eradicate Left-Handed Jack, tearing through his chest and starting to begin transforming into a self-obliterating black hole, suctioning his limbs inwards and disintegrating him faster than he can tear himself out of the black hole devouring his very being.


With that, Left-Handed Jack suddenly releases a powerful temporal shockwave of chronokinetic energy from his body, finally tearing himself free of the black hole from the selective reversal of time. Fully regenerated, Jack lets out an electronically-distorted scream of rage and leaps toward Alien X, holding out his mechanical hand, as Alien X summons an celestial energy shield to defend himself.


Smacking against the shield, Left-Handed Jack smashes his mechanical hand through it, starting to literally tear the shield apart through the sheer warping of space and time. Alien X’s eyes widening in shock, Jack violently rips through the shield and locks his organic hand around Alien X’s throat, causing him to retch and gasp in horror from Jack’s mechanical hand's vast strength.

Space and time practically exploding from around the duo, Jack begins to lift his violently-crackling, mechanical hand toward Alien X’s vulnerable face, as he was physically unable to warp reality around him to stop Jack. Overwhelmed with terror from his helpless state, despite being in such a powerful transformation, Jack’s fingertips glow bright-red, before he begins to fire bolts of raw electricity plasma from his fingertips straight into Alien X’s forehead, causing him to release screams of pure agony and terror.

JACK! STOP!! JACK, NOOOOOOO!! PLEASEEEEE!!! STOOOOPPPP!!!!” Alien X violently screams, thrashing as the electrical bolts make contact with the tips of the three horns branching off of his forehead, his body ripping itself free from his certain placement in space and time, and his face starting to glow with internally-flowing electricity that was surging through his very body of celestial energy. “S T T T O O O O O O O O O O O O P P P P P P P P P P ! ! ! !

Jack’s smile of yellowed teeth is the only thing that remains before all of reality collapses.


Back within the dark warehouse, Tigerizer slowly begins to slowly walk through its dark interior, Nyancy Chan and her army of hypnotized stray cats walking alongside her. Eventually starting to walk quadrupedal, Tigerizer gradually begins to walk into the sunshiny streets of Bellwood outside, not before he suddenly stops and turns back, staring with two bright-blue and feline-like yet unnaturally-shaped eyes. The scene freezes and pans inwards to his face, as distorted, masculine laughter echoes in the background.

Operation: Left Field has been completed.


Eunice opens her eyes, looking up at the sunny sky. Music she can’t recognize nor has probably even heard before fills her ears. Pushing herself up, she sees the familiar cityscape of Bellwood in the distance, and immediately activates her chronopathy, her pupils becoming the shape of clockwork gears. She is no longer in the dimension she was in previously… but Dimension 10. The Prime dimension. Her home dimension.

...Eunice… Eunice, are you there?

A familiar voice fills Eunice’s earpiece. It’s his. Ben Prime’s. Her Ben.

Putting her finger to her earpiece, Eunice suddenly begins to internally panic, unable to respond to the oddly-comforting voice of her partner, a partner that’s extremely unwell.

...I-I’m here.” Eunice finally speaks after several more seconds of terrified hesitation.

...oh… thank god… I was hoping you responded… ...I-I’m glad you’re here… Eunice… times have been very hard, so hard for me… I just wanted to speak to you… to hear your voice again… t-that isn’t strange, right?

“B-Benjamin, where are you?!” Eunice responds, her arms shaking.

...p-please… let’s not cross that bridge yet… let that bridge come naturally… I-I just wanted to tell you something, E-Eunice…

“B-BEN-?!” Eunice responds, extremely panicked and activates her chronopathy to locate his position from within the Prime dimension. She can make out something, but it’s not precise.

...y-you’re a great partner, Eunice… you’re very warm, very comforting, very friendly… I-I just wanted us to think about… the old times… d-do you remember when you came to Earth?

“Benjamin… pl-please, tell me where you are… I believe you’re very physically sick…” Eunice responds, struggling to use her chronopathy. Results beyond what she’s already attempted are slim to none.

...E-Eunice… please… remember with me… d-do you remember your own transmogrification? Me… G-Gwen… K-Kevin… r-rescued you from Sunder-r… I-I’m s-sorry I’ve distanced m-myself from y-you after that… I-I wish we a-actually b-became closer a-after that...

“W-What are you talking about?!” Eunice exclaims, still terrified.

...I-I have to leave now… I-I don’t kn-know when I-I’m co-coming back, b-but… I-I just wanted to th-thank you for everything yo-you’ve done, and a-all that y-you’ve put u-up with me… I-I’m not the h-hero I u-used to be… I-I don’t think I ever will b-be again… p-please tell them...

“BENJAMIN! TELL ME WHERE YOU ARE!” Eunice angrily demands, overwhelmed by terror.

...p-please tell them… G-Gwen… K-Kevin… G-Grandpa M-Max… R-Rook… t-they’re the best fr-friends and f-family I-I could ever a-ask for… E-Eunice… I-I wish you the b-best of luck… li-live and flourish… b-be well… B-Ben, y-your ally and f-friend forever and e-ever, re-reporting out… g-goodbye… E-EUNICE...

With that, the earpiece transmission begins to break up, abruptly cutting out.

Eunice’s vocal demands and struggling attempts to use her chronopathy to get a response out of Ben Prime were all utterly futile. Becoming overly emotional, Eunice trembles in quaking terror. Feeling a flurry of emotions, such as denial... anger... bargaining... depression... acceptance, she collapses to her knees, staring at the ground beneath her.

All she can hear is that music.

Eunice…” A familiar voice fills her mind. Her eyes widen at the mental audibility of it, the voice that of Ben Prime himself, slowly turning from grief to realization. It’s not within her mind.

We found him.” The voice repeats, as the defeated Eunice slowly looks up at the sight of Ben Prime, alongside Gwen, Kevin, Jennifer, Ben 23, Skurd 23, Grandpa Max, everyone standing behind him. Eunice’s eyes widen at the sight of it, as she slowly gets back up to her feet with her replicated Kineceleran speed. “He’s okay. I’m okay.

Eunice’s eyes tremble in shock, as she slowly lifts a hand out toward the shining humanoid shape of Ben Prime. Reaching forward with blissful relief and satisfaction, her mind is at peace. She activates her chronopathy, her pupils morphing into glowing-green gears, for reassurement that this was him… and her hand stops extending outwards…

...this was not it.

This was not their Ben. Her Ben.

She could see the illusion through her chronopathic vision. It was a depiction of present-day events of a neighboring, but entirely-alternate universe.

What she was seeing was false, and with that, Ben Prime lifts out his arm, holding it out toward her own gradually-retracting, violently-trembling appendage… and upon realization she was reeling away… begins to violently disintegrate before her eyes.

Gwen. Kevin. Jennifer. Ben 23. Skurd 23. Grandpa Max. All of them are gone in mere moments, reduced to nothing, as the illusion was dropped. Eunice feels mentally shredded, her entire world shredding apart, at such a perfect goal millions of miles away, yet appearing to only be in arm’s reach… she had peered into an alternate timeline from her own grief…

...expect she hadn’t. This vision was not unintentional.

It was a lure.

. . .

I can see it now.

A voice once that of her partner, echoes from behind her. She’s too terrified to face it.

I can see the continuum of time and space, like woven threads of a silk blanket, the blanket of existence itself. The aurora borealis of fate itself, when everything begins, everything exists, everything ends. Existence is not pointless, it’s greater than we could have ever hoped.

Eunice begins to slowly turn toward the voice. She has to. She can’t ignore its shatteringly-sudden presence just several feet before her.

Look at me, Eunice. Look at a concept of wonder, the definition of being rebuilt. For the time in eons… I don’t feel damaged anymore. I feel whole. I feel… like Albedo. This was what he felt after finally having his mind freed from the clutches of insanity.

The ticking of a million clock-hands fills the air.

An entity fills Eunice’s vision, an entity of coarse, dark-red flesh, as hard as stone, covering his body, embedded with various tubes that span down its limbs. Long, pale-white hair covers his ridged scalp, covered in lingering remains of dark-brown coloration, with mechanical eyes resembling a combination of rapidly-ticking clock faces and speedometers with jaws of razor-sharp, metallic teeth.

The entity holds out its left hand, Jack’s mechanical appendage, yet white-and-green instead of the usual black-and-red, the Omnitrix fused into the structure of its wrist. The hourglass symbol was no longer there, not anymore, instead taking the form of the ticking clock-like interface composing its eyes, although integrated with green-and-red coloration.

You look even more beautiful up close, lovely Eunice.

“Y-You’re not B-Ben…” Eunice speaks with seething horror in her face and voice, hardly able to comprehend was filling her vision.

You’re wrong, absolutely wrong. I am the most Benjamin Kirby Tennyson of this entire multiverse of alternate versions of him now. Operation: Left Field was successful. I’ve shed my skin like a snake, and now, I breathe the lungs of personal perfection, perfection I’ve wanted to have for years... I am now… dominant DNA…

Within an instance, Eunice attempts to scream, although nothing comes out. Her eyes rapidly open wider at the sight of the entity’s arm violently plunging and embedding itself deep through her chest, her punctured backside spraying out broken metal, both liquid and solid.

Within an instance, the entity tears its mechanical limb free of Eunice’s body, leaving her to suddenly collapse from failing internal systems. In defiance, she lunges out with combined Tetramand, Vaxasaurian, and Talpaedan strength, infused with Pyronite flames, but her fist doesn’t strike the entity. It never makes it there. The flow of time doesn’t allow it.

The flames that fire out of her palm suddenly consume the entity’s body, and as it fades, the temporal afterimage of Heatblast’s body unveils itself for a brief moment, before morphing in a flash of dark-brown light, revealing a stockier, larger version of their Pyronite form, long, fiery hair flowing down to the back of their waist, with volcano-like structures atop the entity’s shoulders and a sharper browline: Ultimate Heatblast.

I am... Right-Handed Jack...

With an explosion of solar flames from its open palm, Eunice is sent crashing back and crumpling against the ground. She screams in agony, feeling electric sparks erupting from the hole through her chest. She manages to use a combination of Citrakayah and Kineceleran speed and agility to rapidly get back up to her feet, although stares in horror at her fractured shoulder. Relieved of her left arm, Ultimate Heatblast carelessly tosses it down.

Wasted effort.

Within an instance, Ultimate Heatblast is inches from Eunice’s horrified face.

Screaming intensifies the pain. It’s hard not to do, but without it, you’ll leave faster.

In retaliation, Eunice swings her remaining fist toward Ultimate Heatblast, but he vanishes before her fist can even reach him. Looking around, she discovers him to be standing off to the feet, several feet away, and before she can react, she’s suddenly surrounded by around a dozen, blurring temporal afterimages of Ultimate Heatblast, as each of them hold out their arms in synchronization, and project fireballs of raw solar energy.

Eunice unleashes a scream of pure agony, as her body is scorched by searing temperatures in the thousands, all from numerous sources and all at once. Her boiling form crashes into the ground several feet away, sparking violently, and unable to push herself back up to her feet, as her legs from the knee down had been amputated in the explosion of heat.

Her mechanical face sagging and severely deformed by burns, she looks up at the sky, half-blinded, at the visibly-maniacal, yet pity-expressing Ultimate Heatblast, who simply scoffs after a moment of hesitation, before he lifts up his leg and slams his fiery foot in Eunice’s throat so hard it partially decapitates her, shattering her neck and releasing an expulsion of steaming fluid and electric sparks.

Eunice attempts to scream out again, but only a garbled burst of white noise and boiling liquid metal erupts from her shattered throat. Her dangling eyeball falls out of her distorted face, falling to the ground next to her, as her remaining eye fizzles and sparks with electricity. Ultimate Heatblast holds out an arm, ready to blast her again, but stops himself, instead watching the electronic life drain from Eunice’s body.

Ultimate Heatblast stares down at her burning corpse, suddenly reverting back to his bizarre human form, and with a toothy smile of metallic teeth, speaks down to her dying form:

Live and flourish. Be well. The mirror man has finally made a change.

With a swipe of his augmented mechanical hand, the entity suddenly vanishes in a flash of chronokinetic energy, leaving Eunice to fully shut down and die, as the screen freezes, cutting to black as a logo fills the screen, before a single message fades in beneath it.


Noteworthy Events

Major Events

  • Within the post-apocalyptic Dimension 38, populated by Corrodium-infected humans and wild Ectonurites, the remaining left side of Neomni is chased down by a hazmat-suited Ultimate Ben, alongside his new, similarly-suited ally of Reboot Ben, discovering Neomni's bisected left side having powered back up by absorbing radioactive Corrodium dust and converting into a power source to function as energy constructs to replace her missing limbs.
    • Desperate to finally deactivate and destroy what's left of her body, the duo fend off the weakened, but still powerful Neomni, utilizing a combination of Ultimate Ben's rapid usage of various alien abilities, and Reboot Ben's exclusive Omni-Kix feature, but despite Neomni's condition, she overpowers and manages to tear through Omni-Kix Heatblast's armor. Knowing he can't fight for much longer, Ultimate Ben decides to flee, taking Reboot Ben to safety, as a seemingly-confused Neomni turns to face a masked man in a filthy hazmat suit, seemingly the same one as the heroes.
  • Within Dimension 23, both Ben 23, and his companion of Skurd 23, tiredly go through a massive heap of fanmail, faces complaints from two of his lesser-known alien allies in regards to their limelight, but promises they'll reuse recognition, and takes about Ben 23's fears of wanting to stay popular, but not to the point of having too much responsibility or overshadowing his allies.
    • As Skurd 23 reveals his beliefs that life will soon get easier and it'll become smoother sailing, the duo are paid an unexpected visit from Ben Prime, acting bizarrely sporadic and wanting Ben 23 to accompany him in his dimension to apparently make up for all the time Ben Prime has hardly interacted with Ben 23 prior to the events of the series, although something is clearly bothering him. Ben 23 and Skurd 23 are both unsure of the offer, but eventually agree and head to Dimension 10.
    • Meanwhile, within the Null Void, Bad Ben uses the powers of Memory Flash, alongside Left-Handed Jack, to try and manifest projections of his memories to abide his partial inability to fully utilize his chronokinesis in the Null Void, as it apparently doesn't fully follow the rules of time. With the intent of discovering what the heroes did with Mad Ben, Bad Ben shockingly discovers his death and disintegration from Chapter 13, breaking down into hysterics, although Jack reassures him that he will be avenged, and that Ben Prime will perish for what he had done.
  • The two heroes arriving in the Prime dimension, Ben 23 and Skurd 23 grow slightly bewildered by Ben Prime's strange wardrobe and awkward behavior, feeling uneasy about simply brushing it off, as the duo head off on Ben Prime's offer, eventually entering Undertown, where Ben Prime continues to act strangely and gives odd answers to Ben 23's concern.
    • Meanwhile, in a Bellwood apartment complex, a monstrous creature awakens from a cryogenic chamber within a hideously-infectious apartment room. Suddenly alerted from a knock on the door, the creature actually reveals itself as Jen's true alien form, having woken up and in the process of getting ready, assuming her human disguise. Upon answering the door, she discovers a worrisome Eunice, who reveals Ben Prime has been entirely silent recently, despite his wishes for her to keep in touch with him, and that he hasn't talked to anyone else, presumably shutting people out. Learning this, Jen agrees to help Eunice locate her currently missing partner.
    • Inside Undertown, the duo are suddenly attacked by the arrival of Khyber, and his Panuncian, the former determined to steal Skurd 23 after Ben Prime had stolen his former Slimebiote, that of Skurd Prime, years prior. Facing his pet and its predatory transformations, Ben Prime's behavior grows more bizarre, choosing to transform into a volatile, gravitationally-uncontrollable alien he hasn't transformed into in years, Antigravitesla, and causing more trouble than worth, until Ben 23 finally interferes and defeats Khyber, warding him off.
    • Both him and Skurd 23 attempt to criticize Ben Prime's ridiculous alien choice, but he defends himself through revealing he was only following Ben 23's advice of not having favoritism and bias toward specific transformations, a great example being the reveal he hasn't transformed into Wildmutt in years from Chapter 4. Still worried, Ben 23 defeats his partner from an irritated Skurd, as Ben Prime hastily flees, deciding that heading to Undertown was a poor idea anyways.
  • Back within the surface of Bellwood, both Jennifer and Eunice discover that his closest allies, Gwen and Kevin, have both been getting no response from the silent Ben Prime, and that they currently know very little about Albedo's recovery. The duo ask if Gwen can use her magical powers to track down Ben, but believing he is intentionally shutting people out, she says she might, but wishes not to, and the duo agree to simply visit the Tennyson household to just speak with his parents in regards to him.
    • Meanwhile, at a Mr. Smoothy's, Ben Prime is alerted to crime happening through Bellwood, and goes to confront, with hesitation but agreement from Ben 23 to assist. Within a montage, Ben Prime faces the antics of Zombozo, Fistrick, Rojo, and their respective lackey gangs, and fails due to suffering traumatic flashbacks of the events of Chapter 10 through 13, despite his determination and usage of Ultimate forms, leaving Ben 23 and Skurd 23's partnership to defeat them.
    • Succumbing to building amounts of frustration, Ben Prime collapses to his rage, attempting to attack Rojo and having a outburst he partially fails to hide. With Ben 23 now obvious that Ben Prime was losing his cool, he attempts to confront him, but Ben Prime stone-walls his questions, denying that he hasn't recovered. Starting to stutter, tremble, and begin sweating a bizarre, neon-green fluid, Ben Prime begins to suffer a mental breakdown and accidentally lets slip that he killed to Ben 23, shocking him. In response, Ben Prime attempts to flee, although Ben 23 stops him and refuses for him to go, wanting to alert his allies what's going on to get him the help he needs.
    • However, Ben 23's preposition only enrages Ben Prime, forcing the duo into a violent brawl from within the Bellwood streets, rapidly switching from various aliens, reaching its climax with Orbit Man being forced to restrain Lodestar. His rage growing out of control, the over-exerted Omnitrix begins violently malfunctioning, mutating Lodestar with a variety of randomly-appearing features, and with Antigravitesla's gravikinesis, he overpowers Orbit Man, knocking Ben 23 aside, and releases an eruption of electromagnetism from his body, approaching him with the intent to attack further, completely dissociated because of his breakdown.
    • Skurd 23 fends his master off and antagonizes what his partner is doing, calling him a "villain" and causing Ben Prime's breakdown to finally end with him unintentionally freezing time with Clockwork to escape from the world around him. Ben Prime collapses, drained and self-loathing, before he's suddenly confronted by a familiar face, Left-Handed Jack, who merely tells Ben Prime that if he truly wants to leave the world he doesn't feel fit for anymore, he should end his own life.
    • Ben Prime begs for forgiveness for what he did to Jack and his dimension, stating he can fix what he did to him with the power of Omnitrix, but an angered Jack, despising Ben Prime's attempts to simply slap a bandage on his constant state of agony, refuses and unveils his previously-mentioned plan of Operation: Left Field, pulling Ben Prime into a pocket dimension with the assistance of Benzarro, and transporting both the newly-arriving Jennifer and Eunice, both attracted by the electromagnetism eruption of Antigravitesla, alongside the recovering Ben 23 and Skurd 23, to various locations of Bellwood.
  • As Jennifer appears at the Tennyson household, getting into a fight with a vengeful Bad Ben, Ben 23 appears within a cat product warehouse occupied by the D-list villain of Ben Prime, Nyancy Chan, and Eunice appears in the middle of a street and uses chronopathy to begin tracking Ben Prime's location down, Ben Prime aggressively fends off Benzarro, but begins to horrifically witness the reanimation of several undead supervillains from Benzarro's dimension that attempt to attack Ben Prime.
    • Benzarro transforms into his zombified incarnation of Thriller Whale, Patient Dance, and hypnotizes the zombies to force Ben Prime into a torturous dance sequence spectated by Left-Handed Jack, who also oversees the actions of Ben Prime's allies, Jennifer protecting Ben Prime's parents from Bad Ben from his intent to murder them in revenge for his ally's murder, Ben 23 transforming into Tigerizer to confront the arriving Nyancy Chan, and Eunice entering Benzarro's dimension to find Ben Prime.
    • Ben Prime eventually manages to break free from Patient Dance's hypnotizing control, transforming and overpowering the zombies, before Jack uses his powers of space-time manipulation to transport Benzarro, rendering them inanimate carcasses again, before directly facing Ben Prime directly with the intention of finishing Operation: Left Field. A furious Ben Prime transforms into the almighty Alien X, and battles Jack, eventually attempting to transform his body into a black hole to completely obliterate him.
    • Despite nearly being overwhelmed, Left-Handed Jack resists against his own destruction, and swarms Alien X, using his powers to begin violently forcing Alien X in a state of temporal disarray, something guaranteed to collapse reality around them. Alien X begs for him to stop, starting to become scrambled in the space-time continuum, but Jack refuses, taking satisfaction in finally completing his goal, and the two are seemingly eviscerated.
    • Meanwhile, Eunice is transported out of Benzarro's dimension by Jack prior, ending up in an unknown place in space and time, and Nyancy Chan uses her ultra-specific mutant ability to hypnotize Ben 23's feline transformation.
  • Awakening from within the Prime dimension, within fields outside the city of Bellwood, Eunice suddenly awakens to receive a fuzzy, sorrowful from her partner, finally making contact with her for the first time in several days, thanking her for being a great partner to him, remembering the times she first came to Earth and how she was welcomed by him and his friends, and that he has to be going somewhere he doesn't know where and doesn't know when he's coming back.
    • Although an extremely distressed sorrowful Eunice attempts to speak with Ben Prime, knowing he's very unwell and needs help, and begging to know his location, Ben Prime merely goes through his distorted messages, bidding farewell with the message to "live and flourish" and "be well" before going dark, leaving Eunice alone, unable to track him, and quaking in terror. She collapses, but is suddenly awakened to a familiar voice moments later.
    • Opening her eyes, she looks upwards toward the sudden appearance of Ben Prime, and many of his allies, Ben 23 and Grandpa Max included, standing over with the reveal that he was found, and is finally okay again. Holding out in hope that her partner is finally well again, she freezes, seeing through the thin veil of deception through her chronopathic vision: this was not Ben Prime, but an alternate version. With that, she watches in horror as they vanish and leave her reeling in horror, as a bizarre voice reveals itself from behind him.
    • Too terrified, she merely listens to the voice, how they can finally see the quantum strings of fate, and their beckoning pleads for Eunice to face them and stare into a true concept of recreation. The ticking of a million clock-hands fills the air. She finally turns, and faces a hideously-twisted, bio-mechanical amalgamation of Ben Prime and Left-Handed Jack's features, a temporal fusion of self-perfection that dubs itself the pinnacle of Benjamin Tennyson in the entire multiverse: Right-Handed Jack.
    • Within an instance, Right-Handed Jack violently attacks Eunice, ripping through her torso. She struggles to fight back, but her efforts are rendered impossible by Jack's enhanced spatio-chronokinesis. His mechanical hand fused to Ben Prime's Omnitrix, he transforms into his first ever transformation, Heatblast, and goes a step further, becoming Ultimate Heatblast, a transformation that obliterates, severely burns, and partially decapitates Eunice.
    • He reverts back, watching her systems fail and beginning to shut down, before repeating what was revealed as his own message for her to "live and flourish" and suddenly teleporting away, leaving her to die within the empty fields of Bellwood's outskirts.

Minor Events

  • Ben 23 is revealed to possess many action figure prototypes of merchandise of the Hero Watch's aliens, one of which being the only existing prototype of a light-up, glow-in-the-dark Charcoal Man action figure that Kraab 23 briefly handles for a moment.
  • Ben Prime's father, Carl Tennyson, is still repairing his son's car after it was destroyed during the heroes' fight with Albedo back in Chapter 11.
  • Decimus Prime is revealed as one of the first aliens that Ben Prime scanned and unlocked from a source that wasn't from his own dimension, alluding toward the Transformers Animated universe and hinting toward an off-screen crossover.
  • Jen lives into an apartment she's "terraformed" to fit her home planet. When she receives visitors, she uses perception-altering pheromones to make her apartment appear normal, although these have no effect on robots such as Eunice.
    • In addition, Jennifer is revealed to not wear the Cosplayer when she goes to sleep, revealing it is much more easier to remove compared to Ben Prime's Omnitrix.
  • Antigravitesla's gravikinesis is revealed to be much more powerful than Gravattack's own gravikinesis, but much more volatile and uncontrollable.
  • Bad Ben is revealed to not be fond of Ben Prime's father, hinting toward a traumatic past with his version of Carl Tennyson.
  • Despite confirmed to be alive during the events of Ben 10: Omniverse, Benzarro's version of Dr. Animo is revealed to have been zombified and buried in a graveyard amongst many of Benzarro's similarly undead supervillains.



  • Ben Prime (later fuses)
  • Ben 23
  • Skurd 23
  • Ultimate Ben
  • Reboot Ben
  • Calypso / Jennifer (first appearance of true form)
  • Eunice (destroyed)
  • Gwen Prime
  • Kevin Prime
  • Zed
  • Kraab 23 (first appearance)
  • EightEight 23 (first appearance)
  • Carl Tennyson
  • Sandra Tennyson
  • Albedo (flashback; memory projection)
  • Skurd Prime (alluded)
  • Grandpa Max (mentioned)
  • Azmuth (mentioned)
  • Dr. Glenda Blurakami (mentioned)
  • Tetrax 23 (mentioned)
  • SevenSeven 23 (mentioned)
  • TwoTwo 23 (mentioned)


  • Unknown Hazmat-Suited Man


  • Left-Handed Jack (later fuses)
    • Right-Handed Jack (fusion of Ben Prime and Left-Handed Jack; first appearance)
  • Neomni (left side)
  • Bad Ben
  • Khyber
  • Khyber's Panuncian
  • Benzarro
  • Zombozo (first reappearance)
  • The Circus Freaks (first reappearances overall)
    • Acid Breath (first reappearance)
    • Frightwig (first reappearance)
    • Thumbskull (first reappearance)
  • Fistrick (first reappearance)
  • Fistrick's Gang (first reappearances overall)
    • Corvo (first reappearance)
    • Hoodlum (first reappearance)
    • Thugg (first reappearance)
  • Rojo (first reappearance)
  • Rojo's Gang (first reappearances overall)
    • Amarillo (first reappearance)
    • Azul (first reappearance)
  • Nyancy Chan (first reappearance)
  • Clancy (Benzarro dimension; first reappearance; zombified)
  • The Yenaldooshi (Benzarro dimension; zombified)
  • Dr. Aloysius Animo (Benzarro dimension; first reappearance; zombified)
  • Joseph Chadwick / Forever King (Benzarro dimension; first reappearance; zombified)
  • SixSix (Benzarro dimension; first reappearance; zombified)
  • SevenSeven (Benzarro dimension; first reappearance; zombified)
  • Subdora (Benzarro dimension; first reappearance; zombified)
  • Exo-Skull (Benzarro dimension; first reappearance; zombified)
  • Dr. Psychobos (Benzarro dimension; first reappearance; zombified)
  • Malware (Benzarro dimension; first reappearance; zombified)
  • Emperor Milleous (Benzarro dimension; first reappearance; zombified)
  • Ragnarok (Benzarro dimension; first reappearance; zombified)
  • Ssseperent (Benzarro dimension; first reappearance; zombified)
  • Will Harangue (Benzarro dimension; first reappearance; zombified; partially destroyed)
  • DNAliens (Benzarro dimension; first reappearances; various zombified)
  • Carl Nesmith / Captain Nemesis (Benzarro dimension; first reappearance; zombified)
  • Lord Transyl (Benzarro dimension; first reappearance; zombified)
  • Vulkanus (Benzarro dimension; first reappearance; zombified)
  • Prisoner 775 (Benzarro dimension; first reappearance; zombified)
  • Kraab (Benzarro dimension; first reappearance; zombified)
  • Phil Billings (Benzarro dimension; first reappearance; zombified)
  • Billy Billions (Benzarro dimension; first reappearance; zombified)
  • Vreedle Brothers (first reappearances overall)
    • Octagon Vreedle (Benzarro dimension; first reappearance; zombified)
    • Rhomboid Vreedle (Benzarro dimension; first reappearance; zombified)
  • Vilgax (Benzarro dimension; first reappearance; zombified; destroyed)
  • Mad Ben (flashback; memory projection)
  • Aggregor (flashback; mentioned)
  • Alice Bedortha / Albedo 23 (mentioned)
  • Orange Offenders (mentioned)
  • Violet Offenders (mentioned)
  • Sunder (mentioned)
  • The Higher-Up (mentioned)
  • The Coming Storm (mentioned)

Aliens Used

By Neomni (Left Side)

  • Vaxasaurian (Humungousaur; cameo)
  • Polymorph (Goop)
  • Biosovortian (Lodestar)
  • Necrofriggian (Big Chill)
  • T'zun Army (Hightide)
  • Evolved Polar Manzardill (Ultimate Arctiguana; x2)
  • Sphoeroid (Gutbuster)
  • Atrocian (The Worst; cameo)
  • Scelerisqueterran (White Chocolate)
  • Tetramand (Four Arms; cameo)
  • Teslamorpha (Eelectricity)
  • Arburian Pelarota (Cannonbolt)

By Ultimate Ben

  • Ultimate Fasttrack
  • Brainstorm (first reappearance)
  • Shocksquatch
  • Ghostfreak
  • Oblithium
  • Sideslash

By Reboot Ben

  • XLR8 (off-screen transformation)
  • Heatblast (cameo)
    • Omni-Kix Heatblast (first reappearance)

By Skurd 23

  • Handy Man (arms/hand; all used himself)
  • Mr. Mummy (bandages; used himself)
  • Techno-Bubble (circuitry patterns/eye-ring; both used on Braincrab and Teenage Alien Windy Turtle)
  • Howl Hound (claws; used on Braincrab)
  • Charcoal Man (left arm/flame; both used himself)
  • Mr. Potato (skin; used on Fright Face)
  • Spooky Specter (tendrils; used on Plug Man)
  • Mr. Prism (crystals; both used on Freezelizard and Plug Man)
  • Magnet Dude (shoulders; used on Freezelizard)
  • Grindstone Man (spikes/shield; both used on Rollaway and Orbit Man)
  • Speedyquick (legs; used on Public Eye)
  • Mr. Monkey (tail; used on Public Eye)
  • Toolboxx (left arm; used on Public Eye)

By Ben 23

  • Slippin' Slide (cameo)
  • Windy-Hindy (vocal cameo)
  • Weed Man (off-screen transformation)
  • Braincrab
  • Teenage Alien Windy Turtle
  • Orbit Man (x3; third time cameo)
  • Spooky Specter (x2; first time cameo)
  • Speedyquick (cameo)
  • Teeny Weeny (cameo; off-screen transformation)
  • Fright Face (first reappearance of Toepick)
  • Plug Man (x2)
  • Charcoal Man (cameo)
  • Freezelizard (x2; first time off-screen transformation)
  • Rollaway (off-screen transformation)
  • Public Eye (off-screen transformation)
  • Chemical Man (cameo)
  • Grindstone Man (off-screen transformation)
  • Electricyeti
  • Mr. Potato (cameo)
  • Toolboxx
  • Fastcat (x2; both times cameos; first time off-screen transformation)
  • Tigerizer (hypnotized)

By Bad Ben

  • Bad Memory Flash (first appearance of Memory Flash; off-screen transformation)
  • Bad Astrodactyl (off-screen transformation)
  • Bad Shellhead (cameo)
  • Bad Atomix

By Ben Prime (Flashback)

  • Antidisintegratemateralism (x2; first time memory projection; second time cameo)

By Ben Prime

  • Decimus Prime (first appearance)
  • Antigravitesla (x2; first appearance; second time glitch)
  • Big Chill (cameo)
  • Kugelblitz (cameo)
  • Lodestar (x2; both times off-screen transformation)
    • Ultimate Lodestar
  • Kitty Kitty Bang Bang (off-screen transformation)
  • Echo Echo (x3; all times cameo; second time glitch)
    • Ultimate Echo Echo (x2; first reappearance)
  • Cannonbolt (x2; first time off-screen transformation; second time off-screen)
    • Ultimate Cannonbolt (x2; first reappearance)
  • Four Arms (x3; all times cameo; first time off-screen transformation)
  • Fasttrack
  • Aerojet (first appearance)
  • Brickhouse (first appearance)
  • Sideslash (cameo)
  • AmpFibian (off-screen transformation)
  • NRG
  • Buzzshock (glitch; cameo)
  • Drillataur (glitch; cameo)
  • Armodrillo (glitch; cameo)
  • Faucet (glitch; cameo)
  • Mole-Stache (glitch; cameo)
  • Sabbattoir (glitch; cameo)
  • Electro City (glitch; cameo)
  • Toepick (glitch; cameo)
  • Nanomech (glitch; cameo)
  • Imperialance (glitch; cameo; first appearance)
  • Eyezor (glitch; cameo)
  • Shock 'N Void (glitch; cameo)
  • Geothermite (glitch; cameo)
  • Gutrot (glitch; cameo)
  • Magmalight (glitch; cameo)
  • Analyzard (glitch; cameo)
  • Tropiguana (glitch; cameo)
  • Level-Headed (glitch; cameo)
  • Terraspin (glitch; cameo)
  • Heatblast (glitch; cameo)
  • Clockwork (glitch)
  • Kickin' Hawk (first reappearance)
  • Poison Dart (first appearance)
  • Ghostfreak
  • Reverbatim
  • Alien X

By Khyber's Panuncian

  • Buglizard
  • Vicetopus (first reappearance; off-screen transformation)
  • Panuncian (original form; cameo)
    • Ultimate Panuncian (first reappearance)
  • Hypnotick (first reappearance; off-screen transformation)

By Jen 10

  • XLR8 (x2; both times cameos and off-screen transformations)
    • Ultimate XLR8 (x2; first appearance)
  • Crashhopper (cameo)
    • Ultimate Crashhopper (x2)
  • Humungousaur
    • Ultimate Humungousaur

By Eunice

  • Kineceleran (enhanced speed; gained from Jen/XLR8)
  • Sentient Chemicoal (telekinesis; gained from Jen/MindMatter in Chapter 11)
  • Remotion (chronological reversal; gained from Jen/Rollback in Chapter 12)
  • Ornithis (enhanced analytical skills; gained from internal database)
  • Orishan (moisture absorption; gained from internal database)
  • Anodite (dowsing; gained from Gwen Prime in Chapter 12)
  • Polar Manzardill (freezing breath; gained from Freezelizard)
  • Loboan (enhanced hearing; gained from internal database)
  • Vaxasaurian (enhanced strength; gained from Humungousaur in Chapter 12)
  • Chronosapien (chronopathy; gained from Windy-Hindy in Chapter 12)
  • Tetramand (enhanced strength; gained from Handy Man in Chapter 9)
  • Talpaedan (enhanced strength; gained from Toolboxx in Chapter 12)
  • Pyronite (pyrokinesis; gained from Charcoal Man in Chapter 4)
  • Citrakayah (enhanced speed; gained from Dr. Blurakami in Chapter 4)

By Benzarro

  • Patient Wrap (Snare-Oh; off-screen transformation)
  • Patient Split (Ditto)
  • Patient Plant (Wildvine; off-screen transformation)
  • Patient Sprint (XLR8; cameo; off-screen transformation)
  • Patient Dance (first appearance of Thriller Whale)

By Right-Handed Jack

  • Heatblast (cameo)
    • Ultimate Heatblast (first appearance)


  • Similar to Chapter 14, Chapter 15 was a hectic, insane, and borderline crazy, yet very fun chapter to write during production, reaching almost 52 Google Docs pages in length, the longest chaprer to date. Unlike the previous chapter, much of what was planned, even the crazier ideas such as the Patient Dance sequence, which pays a homage to Michael Jackson's Thriller, actually made it into the final product of Chapter 15.
    • Although the idea of the Thriller sequence wasn't thought up until a decent amount of Chapter 15 was written, at least up until the beginning of Khyber's sudden return, it was decided to include two more Michael Jackson songs to consider Chapter 15 a sort of loose "musical" episode. A montage showing Ben Prime's troubles affecting his hero work was put to Michael Jackson's Wanna Be Startin' Somethin' and the final montage of Right-Handed Jack was put to Michael Jackson's Man in the Mirror.
    • A trio of different songs, each from different eras, with one classical, one modern, etc, were considered for the chapter, with the montage song originally that of Paramore's Hard Times, a depressing song with a happy tune meant to reflect Ben Prime's hidden depression, but it was decided to have all songs be that of Michael Jackson to build up to the Thriller sequence.
    • The whole idea of Michael Jackson songs being in a MvT chapter stemmed from the creator, WTB's joking beliefs that Left-Handed Jack is very similar to Michael Jackson, both being named Jackson, being associated with backwards movements (Jack's speech/Michael's moonwalk), and possessing a distinct left hand (Jack's mechanical appendage/Michael's white glove).
    • The song of Man in the Mirror references Jack's debut in Chapter 9, having manifested and climbed from Ben Prime's bathroom mirror, the line of "I'm asking him to change his ways" references Ben Prime's wishes to help Jack to stop him from tormenting him, and the lines of "If you want to make the world a better place, take a look at yourself, and then make a change" not only Jack's wishes to change Ben Prime through his eventual temporal fusion, but are quoted by Jack himself prior to pulling him into Benzarro's dimension.
  • The hazmat suits for Ultimate Ben and Reboot Ben were added to the chapter, due to the fact Ultimate Ben wouldn't naturally be immune to Corrodium radiation if not using the powers of radiation-immune aliens like Snare-Oh or NRG. His lack of interacting with the Ultimatrix symbol references his previously-depicted Master Control, and the advanced suit allows him to be able to project various abilities, such as Shocksquatch's electric breath, out of his suit.
    • Although Reboot Ben himself didn't require the suit after transforming into Omni-Kix Heatblast, he was still given one for his XLR8 transformation prior, and when Neomni damages his Omni-Kix armor later on to the point his non-armored counterpart was starting to become exposed underneath.
  • Kraab 23 and EightEight 23 were originally the mentioned Tetrax Shard 23 and SevenSeven 23, but were changed to Kraab 23 and EightEight 23 to empathize how Ben 23 has gained many more allies as of the decage time-skip, and to show a difference between the Prime dimension counterparts of Kraab and EightEight, as both are minor villains, while SevenSeven is only antagonistic.
  • The names of the Dimension 23 counterparts of Walkatrout, Wildvine, and Brainstorm, that of Slippin' Slide, Weed Man, and Braincrab respectively, were all suggested by user Alanomaly.
  • Left-Handed Jack's tap to the back of Bad Ben's head was a weak telepathic ability he used to inform him of Operation: Left Field, as he's not able to properly understand Jack's distorted speech.
  • Jen sleeps in a Galvan-built cryogenic chamber, because very cold temperatures help her species sleep, and are the catalyst of their natural states of hibernation during their short Winter months.
  • The manner of Antigravitesla debutting and having his uncontrollable abilities send him flying upwards and crashing through Undertown's ceiling, and Orbit Man's line of "SOME ALIENS SHOULD HAVE NEVER MADE THE CUT!" both reference the non-canon Total Access commercials, the origin of Antigravitesla.
  • The montage sequence of the two heroes facing off against Zombozo, Fistrick, and Rojo was one of the most hectic part of the chapter to write, some parts of it having complete rewrites.
    • Ultimate Lodestar's head getting stuck, leaving his headless body to stumble around in confusion, references something similar to happening in the Ben 10: Ultimate Alien episode, Night of the Living Nightmare.
    • Plug Man was instead meant to be used again in favor of Public Eye to try and drain Rojo's bike, but it was changed because Ben 23's Opticoid form haven't been used in a while.
  • Ben 23 reveals a few names of his lesser-used aliens, including "Mr. Blob" (Bob The Blob, renamed to "Dualfus" to MvT), "Dr. Graviton" (Antigravitesla, a reference to Gravattack's prototype name), and "Mr. Rocks" (Brickhouse, a reference to his former name).
  • Ben Prime's violent mutations while as Lodestar were inspired by the 2016 Reboot episode, Funhouse, where Reboot Ben's anxiety causes the Omnitrix to temporarily turn him into scrambled amalgamations of his aliens.
  • Eunice uses more abilities from her internal database, opposed to scanning this from previously-existing alien forms, including Orishan moisture absorption and Loboan enhanced hearing.
  • The zombie reanimation sequence was originally considered to be simple physical illusions created by Jack and being influenced by Ben Prime's breakdown, but were changed to virus-infected corpses reanimated by Jack from within Benzarro's dimension to more closely associate with the zombified Omnitrix wielder.
    • A few of the zombies, who are deceased in the Prime timeline, have deformed appearances associated with their Prime timeline demise, with Ragnarok horribly burned after he was sucked into outer space and burned by the Sun in the Ben 10: Ultimate Alien episode, Vendetta.
    • The undead Malware resembles his incomplete, yellow-colored first form from Ben 10: Omniverse.
    • Ultimate Echo Echo blowing apart Will Harangue's head, and Ultimate Cannonbolt literally ripping apart the zombified Vilgax, were to empathize his current breakdown's overwhelmed anger.
    • Ben Prime was originally meant to be horribly injured after the Omnitrix, still glitching, malfunctions, reverts him back to his human form for a brief moment, and allows some of the zombies to tear chunks out of his flesh, with Benzarro even joining in, but the sequence was removed because it felt too unnecessarily gory, and that the shock value would have undetermined by the comedic Thriller sequence.
    • The separately-colored eyes Jack uses to watch the various heroes through space and time have colors associated to them: the red eye is a corruption and reverse of the color green, the color of the Omnitrix, referencing Ben Prime's current breakdown, the green eye references both the Omnitrix colors of Jen and Bad Ben, the blue eye references both the color of Ben 23's Hero Watch and Skurd 23, and the yellow eye references Eunice's blond hair color.
    • The hypnotized Tigerizer, walking off with Nyancy Chan and staring back at the camera with a glowing gaze, while the newly-transformed Right-Handed Jack laughs in the background, references the ending of the Thriller music video.
  • The ending of Chapter 15 was by far one of the most shocking scenes in Multiverse vs. Tennyson to make, and was partially rewritten a few times to get right, particularly Right-Handed Jack's gradual reveal, and Eunice's destruction at Ultimate Heatblast's hands. Jack was originally intended to use Four Arms to rip her arm off, and Sideslash to teleport away after destroying her, but both were removed to limit his transformations to only Ultimate Heatblast.