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Multiverse vs. Tennyson
Season 1, Episode 3
Air date 4/11/2020
Written by XxXWTBxXx
Directed by XxXWTBxXx
Episode Guide
MvT Chapter 2: Different Times
MvT Chapter 4: Cerebral Venom: Part 2

"Cerebral Venom, Part 1" is the third chapter of the fan-made Ben 10 continuation, Multiverse vs. Tennyson.


"The broken mind of rage-filled instinct escapes his chains and finally faces Ben once again, and he soon realizes the monster he unintentionally had a hand in creating."


The opening scene begins with a near-silent view of the outskirts of Bellwood, the dawn sky now orange, slightly mimicking the beginning of Chapter 2, as the view slowly begins to pan inwards. White text begins to appear at the center of the bottom of the screen.


The scene swiftly cuts to the exterior of an abandoned, run-down Mr. Smoothy’s location, now appearing different than the one in the flashback of Chapter 1, due to universal tweaking made by Ben during the middle of his career. Deserted and boarded-up, the comical sign of Mr. Smoothy’s mascot in disarray, it seems barren, even having a metal fence surrounded it with signs that read along the lines of, “KEEP OUT! TRESPASSERS WILL BE FINED!” and so on.

Nearby, in an empty alley-way, trash cans are knocked over by a bizarre, teal-blue canine with alien characteristics, including a lack of eyes, flexing gill-like noses on the sides of its long neck, reaching downwards into its underside, and a prominent jaw protruding with teeth. Signified by the metal shoulder brace and gold-rimmed, blue-hued Hero Watch symbol on its left side, it was Ben 23’s version of Wildmutt: Dog-Nabbit.

Dog-Nabbit grumbles and growls, making animalistic vocalizations, searching around and intensely sniffing the ground while accidentally knocking trash cans in the process. Its scent trail seemingly leading toward the closed-off, Mr. Smoothy’s location, Dog-Nabbit takes off upon realization that it was leading toward the location, using his enhanced strength to vault himself over the metal fence and enter its interior.

His flexing gill-like noses provide him with a line of “sight” in the form of a rough, 3D mapping of blurry red-and-blue colors, the view briefly shifts into his POV, showing him slowly wander up to the boarded-up entrance of the Mr. Smoothy’s location. Unbeknownst to him, a transparent ghostly figure began to rise upwards from the ground behind Dog-Nabbit.

Revealed to be a one-eyed, phantasm-like alien with characteristics extremely similar to a ghost, including a black “eye-track” running through his entire body, claws, a wisp-like tail, and metal shackles and chains throughout his body, the main chains connected to the familiar, green-hued Omnitrix symbol on his chest, it was obvious who was intended to be: Ben Prime’s Ectonurite form, Ghostfreak.

Before Dog-Nabbit can fully turn around to face Ghostfreak upon revealing himself, he’s suddenly snatched up by a series of Ghostfreak’s purple-striped, black tentacles, emerging from opened flaps of skin around his Omnitrix symbol. As Dog-Nabbit struggles and snarls, Ghostfreak stares with irritation.

“You followed me here?!” Ghostfreak exclaims out of shock, throwing Dog-Nabbit aside. “UNBELIEVABLE! I TOLD YOU TO ACCEPT MY CHANGES OR GET LOST!”

As Dog-Nabbit slowly rolls back up to his four feet and faces Ghostfreak, snarling repeatedly, Ghostfreak’s single eye trembles as his anger seems to begin fading in favor of gloom. Frustrated, he groans, covering his face with one hand, before he slaps the Omnitrix symbol on his chest, reverting him to his human form. Upon seeing him do so, Dog-Nabbit does the same.

“What do you want?” Ben Prime solemnly asks. “If you came all this way as a Vuplimancer, it has to be important. If you’re here to try and convince me about my ways otherwise, it won’t work because I don’t care anymore, it won’t work because I don’t like playing around anymore.”

“What are you even talking about?” Ben 23 asks, holding his hands out. “I’ve been doing my own personal thing for 5 years… being a hero for my people and... now, I come to find you’ve become a completely different person...”

“I’m…” Ben Prime utters, his mouth shaking slightly, as he turns around, his gaze unfocused. “...I’m so glad you don’t even come close to understanding what has happened during these past 5 years.”

“Why did… you look at me like… when you were ‘Spooky Specter’...” Ben 23 asks, to which Ben Prime slowly looks back toward Ben 23, “...I haven’t transformed into Wildmutt in the past 3 years. The nostalgia isn’t fun to re-experience anymore… it’s just painful, 23.”

“But… Dog- I mean, Wildmutt was one of your original 10 aliens!” Ben 23 remarks, confused and shocked.

“I haven’t had a use for him all this time. I’ve been using aliens capable of flight opposed to him, especially Jetray, in case I ever needed to track someone or something down.” Ben Prime responds, fully turning around to face Ben 23. “I used to use him a lot when I was 10 years old… especially to gross out cousin Gwen…”

“Hehe… I did that a few times too…” Ben 23 responds, chuckling slightly, as Ben Prime looks up toward the dawn sky, before suddenly planting his back against the nearby exterior wall of the abandoned Mr. Smoothy’s, sliding downwards and seeming to mentally deflate. “What… is this place, a condemned ‘Mister Smoothie’ place? Why are you lurking around here?”

“This… is my secret hide-out. This place got black mold so it was boarded up years ago… so I slipped in, cleaned out the spores, and made it my temporary home…” Ben Prime utters, still looking at the sky. “When I’m done with daily missions, I head here to relax.”

“Ben… this place is gross! I would never take any bet to even spend a night here, not even for a million dollars! It’s all decrepit and worn-down! Are you absolutely sure you’re okay living here, not even with Mom and Dad?” Ben 23 asks, his tone concerned.

“I’m 25 years old, 23… you’re… well, 23 years old. I was old enough to move out.” Ben Prime responds, glancing over toward him. “I can get an apartment… but what’s the point when all the galactic villains I face off against eventually learn where I live? Nobody, not even Vilgax, would expect me to be here of all places.”

“Ben…” Ben 23 approaches Ben Prime, kneeling down and putting a hand on his shoulder. “...this is not healthy.”

“You’re like a little brother.” Ben Prime chuckles in response, his tone audibly exhausted, as he slowly begins to stand back up.

“I’m serious, man. I may not be related to you in- well, I AM you… dang, this was always so confusing...” Ben 23 speaks, standing up too. “...but listen, my point is… you’re the guy who opened my eyes when I was younger. I was such a pompous jerk when I was 13 years old, and now, almost 10 years since that moment… I wanna return the favor.”

“I’m not pompous.” Ben Prime responds, slightly confused.

“You KNOW what I mean.” Ben 23 responds, squinting as he takes his hand off Ben Prime’s shoulder and holds it out in a gesture for a handshake. “Come on, man. You can be my wingman this time… alright?”

“Well, I’m not sure about that wingman part, but…” Ben Prime says, grabbing Ben 23’s hand. “...I’d like your help now, 23.”

“Hug?” Ben 23 asks, to which Ben Prime responds with a confused, “Wait, what?” as Ben 23 laughs in response, remarking, “I’m kidding. I’m kidding.”

As the view zooms out, it’s followed by a slow fade-to-black. White text appears at the middle of the black screen, revealing another major location change.


A blaring alarm surges through the metallic facility’s interior, several alarm lights blinking and flashing bright-red, as several gown-wearing patients are violently rioting and brawling against guards throughout the entire facility. Among the chaos, the fearful Lyric Livingston hides under metallic tables, behind doorways, and behind the bodies of unconscious patients, frantically trying to reach its exit, his presence revealing the riot started not too long after his interaction with Albedo, the alarm at the end possibly created due to the riot.

“Dr. Blurakami! Dr. Glenda Blurakami!” Lyric frantically exclaims for Blurakami, only to narrowly dodge a patient being thrown from over the second floor’s railing, crashing into the metal ground where Lyric was seconds from walking into. “Woah! Oh my- are you okay?!”

“I FEEL ALIVE!” The maniacal patient, an eye-patch-wearing Tetramand covered in scars, exclaims, before quickly running toward the nearby guard in the process of subduing a pair of alien patients, attacking him.

“This place has lost its mind… I gotta save my skin… but I can’t let Dr. Blurakami get hurt! She’s a one-in-a-million vixen!” Lyric mumbles to himself, revealing his semi-selfish nature in the process… and his crush.

“STAY BACK!” Dr. Blurakami exclaims from a distance away, to which Lyric frantically searches for the origin of her voice, tracking to be on the second floor. “STAY BACK! DON’T HURT ME! THINK OF WHAT I’VE DONE FOR YOU!”

“Shut up, woman! I’m about to get restitution for the YEARS of solitary you put me through!” An unknown masculine voice responds, to which Lyric’s expression of anticipation contorts into disbelief. Turning around, he eyes one of the blinking lights and extends his tail, plugging the silver plug on the end of his tail into the side of the light, beginning to absorb the electricity powering it.

Meanwhile, atop the second floor, down one of the metal pathways leading toward the entrances of dozens of cells, Dr. Blurakami is confronted by a grizzled Methanosian patient, the same species as Swampfire, although greatly different due to already being matured, unlike the flashback version of Swampfire, being muscular and taller with light-green skin, prominent red, yellow, and orange coloration, especially on his face and fingers, “clawed” fingers with spiked knuckles, a internally-yellowed collar raised up around his neck, and additional petals on his limbs, which were now horns that resembled miniature wicks of fire. However, his green skin was aged and desaturated, and most noticeably, his left arm below the elbow was charred into a short, semi-vestigial stump, while his patient gown was burnt and aged.

“ASTER, DON’T! I DID IT FOR YOUR WELL-BEING!” Dr. Blurakami exclaims, before suddenly collapsing back in a futile, panicked attempt to try and flee with her enhanced speed. As Aster ignites the methane within his only-working arm’s palm, creating a ball of fire, he readies an attack, only to be violently blasted by a burst of electricity coming downwards, violently destroying the right side of his head and sending him flying back.

“H-Huh?” Dr. Blurakami utters, confused, as she looks over the railing, only to suddenly stumble back as Lyric Livingston pulls himself toward the second floor by wrapping his antennae tendrils around the railing from below and using them to pull his body upwards. “MR. LIVINGSTON!”

“Dr. Glenda Blurakami… are you okay?! Did they hurt you?!” Lyric exclaims, panicked, and seems to try and make a partial attempt to hug her, but both sides either stop themselves or resist.

“No, no, no… I’m fine… Aster’s just flustered…” Dr. Blurakami responds, to which slowly in the background, Aster begins to rise up, the charred section of his head slowly regenerating and upon full recovery, he loudly exclaims, “LYRIC!!”

“Oh my god… A-Aster?! Is that you?!” Lyric exclaims, shocked. “W-What happened to your arm?!”


“You’d think I’d do something like that for a prejudiced piece of scum like yourself?!” Lyric responds back. “I PUT YOU IN HERE INSTEAD OF THEM GIVING YOU A LIFETIME OF PRISON! I CAN’T BELIEVE AFTER ALL THIS TIME, YOU’RE STILL JUST AS UNGRATEFUL!”

“GO TO HELL, LYRIC!!!” Aster yells out of fury, pointing his only-functioning arm’s open palm toward the two of them and blasting a beam of flames. Charging up absorbed electricity, Lyric responds with an electrokinetic blast from his fingertips, sending Aster flying back, due to a Methanosian’s natural proneness to electrical blasts.

As he groans, slowly getting back to his feet, another patient, a battle-scarred Opticoid, the species of Eye Guy, with a bite-mark-shaped chunk taken out of his right ear, reveals himself from around the corner, alongside with a Piscciss Volann patient, wearing a mechanical respirator around his neck, being the species of Ripjaws, an aquatic-themed alien and another one of Ben’s original ten aliens, having the characteristics of a “merman” with whitish-grey scales, dark-greenish fins, webbed extremities, an anglerfish-like lure, and a mouth bulging with razor-sharp fangs, and other miscellaneous alien patients.

“Aster, what the hell are you doing?!” The Opticoid exclaims. “I told you to come with us, but you said something about ‘taking care of business’?! Whatever you’re doing is less important than finally ‘freeing the beast’!”

“Damn it, Seymour… I told you I was gonna sit this out, but since you’re stressing it to the brim, fine! I’ll free that beast!” Aster yells back, before turning around and pointing toward Lyric, threatening, “I’ll leave you and your little woman alone! I have better things to do, and if you follow and try and stop me, I’LL BURN YOU INTO ASH, YOU SON OF A-!”

Seymour, the Opticoid patient, wraps an arm around Aster, dragging him away mid-threat and loudly exclaiming, “COME ON! HURRY! WE’RE GOING, ASTER! HURRY UP!” as the group eventually rounded the corner.

“Oh my stars… oh my stars, oh my stars, oh my stars...” Dr. Blurakami mumbles under her breath, horrified.

“...’free the beast’... what the hell do they mean ‘free the beast’, Dr. Blurakami?!” Lyric yells out, similarly horrified.

“Mr. Livingston… they’re going to BREAK OPEN ALBEDO’S CELL AND FREE HIM!” Dr. Blurakami responds, trembling slightly, as the scene changes deeper into the facility, a group of nearby alien patients violently attacking a pair of heavily-bolted, partially-chained mechanical doors with everything they’ve got.

“HEAVE! HO! HEAVE HO! HEAVE! HO!” A small group of alien patients exclaim, as they all ram the base of the door with humorously, the head of an Orthopterran patient, the same species of another one of Ben’s aliens, Crashhopper, an insectoid alien with characteristics of both grasshoppers and praying mantis, having a green carapace, a near-indestructible, diamond-hard skull tipped with pointed horns, large, three-jointed legs, short, spiky arms, and a long, segmented neck. With each strike, it drove an expanding dent deeper into the door, but the group, especially the Orthopterran, gave way, collapsing in a heap.

“It’s no use… they ain’t nothing bustin’ open that damn door!” The Orthopterran exclaims, having a Southern accent.

“Let me hit it again!” Seymour exclaims. “I’m really rusty at my energy blasts, but I think I can try another one!”

As the others stand back and Seymour stands directly in-front of the door, he seals all of his eyes across his body, spawning one giant bright-orange eyeball from the center of the front of his torso, extending forward with protruding veins, before firing a flimsy blast of energy from his eyeball, which not only fizzles out after soaring forth a few feet forward, but sends Seymour flying back into a metal wall in the process.

“Alright…” Seymour groans, slowly getting back up. “Tag in. Aster, you’re next.”

“Pfft… watch.” Aster scoffs, slowly approaching the mechanical doors and looking through the barred window, seeing the blurry, bed-sheets-concealed silhouette of Albedo sitting on his metal bed, six glowing red eyes squinting and staring at the partially-malformed metal door. “Hey, big guy… all cooped up in there? We’re going to bust you out of here, then this facility.”

A blinking red light revealed to be under Albedo’s neck, Aster points out, stating, “That energy collar on your neck… limits your mutant powers to near-minuscule scales… but I know you got the one power unaffected that’s going to help you get out of there… your determination… but you need a running head start...”

A series of seemingly-indecipherable, garbled alien speech emits from Albedo, his mouth filled with dark-yellow fangs and surrounded by dark facial hair, truly revealing his loss of humanity. However, oddly, Aster understands what mish-mashed language he was speaking.

“I don’t care if you don’t want our help… as soon as you taste freedom, you’ll never come back here.” Aster remarks, now clutching onto the metal bars of Albedo’s cell’s window. “You’ll learn to appreciate this, Albedo… now, GET OUT OF THAT DAMN CELL!”

“EVERYBODY BANG ON THIS DAMN DOOR AND DON’T STOP!” Aster exclaims, as within an instance, everyone around Aster, including Seymour and the Piscciss Volann began violently bang against the metal door, violently thrusting their weight and rattling the chains. “THE ONLY ONE TO FREE THE BEAST IS HIMSELF! MAKE HIM BELIEVE IN FREEDOM!”

“ASTER!” Lyric’s voice exclaims, as he looks over to see his arrival, alongside Dr. Blurakami, who used his enhanced speed to carry him over her face. Aster hops off from Dr. Blurakami and confronts Aster, exclaiming, “THAT’S ENOUGH FROM YOU!”


Seymour quickly hops off the door, confronting the group as he opens the eyes on his palms, firing a pair of bright-orange flames toward them, prompting the two to stammer back, being surrounded by the flames.

“Not so tough now, huh, knight in shining armor?!” Seymour exclaims. “You’re out of your league, podcaster!”

“Yeah? Well, you’re all washed-up!” Lyric responds, firing a blast of electricity from his index finger up into the air. The electrical blast sent upwards fires directly into one of the many sprinklers on the metal ceiling and with a brief buzz, the sprinkler system activates, sending water drizzling downwards on the rampaging patients, including a few one of naturally-water-sensitive species, such as Pyronites and Appolexians sent fleeing for cover. Drenched, a confused Seymour exclaims, “You think a little bit of water can hurt me, dumbass?!”

“Nope, that’s where the conductivity comes into play, Seymour!” Lyric responds, before suddenly blasting a ball of electricity from his left hand, throwing it toward Seymour that upon colliding with him, collides through the water coating his body, violently electrocuting him in the process. “You got eyes all over you… but not any upwards!”

A defeated Seymour collapses into a heap, covered in sparks, as meanwhile, Aster and the other patients continue to violently bang against Albedo’s cell, as he was now noticeably becoming irritated, his back more hunched and eyes wider.

“COME ON, ALBEDO! REVEAL YOURSELF! MAKE AN EFFORT! TASTE FREEDOM!” Aster pleads through the bars of his cell window, to which the mutated Albedo squawks back in his indecipherable, monstrous speech. “NO, I’M NOT LEAVING YOU ALONE! I WON’T LET YOU STAY TRAPPED HERE ANY LONGER!”

Suddenly, Aster begins to unravel his only arm into a mass of sinewy plant tendrils, reaching through the gaps in-between his window’s bars and beginning to reach toward him with his plant tendrils. In response to them, Albedo violently hisses, greenish saliva drooling from his mouth, and swats at the tendrils. Forcefully bearing a pair of bladed wrist claws, made from razor-sharp black bone, from his left wrist, he slashes at the tendrils, tearing them in half, forcing Aster to retreat. As Aster regenerates his severed hand, Albedo speaks in his distorted voice, now audibly angry.

“COME ON, ALBEDO! GIVE US THE WORLD THE MONSTER THEY DON’T DESERVE, AND THUS, WILL NEVER SEE COMING! YOU ARE OUR ‘AMALGA-BEDO’!” Aster continues to plead, before speaking softly with a sinister tone, “Who are you… the beast you’re fit to be… or the brilliant mind they threw away… all those years ago...”

Gripping his head in frustration and gritting his sharp teeth, Albedo, or “Amalgabedo”, squawks and screams in his monstrous voice before turning and punching a dent into one of the walls within his cell, pulling his fist back and sending another pair of punches into it.

“Imagine… what he would think…” Aster slowly speaks in his sinister tone, everything growing eerily silent around the two of them, as Albedo turns to Aster, staring at wide eyes, as he quietly remarks in the now-eerie silence around themselves. “Imagine… what Tennyson… would say… imagine… what you finally… be able to… do him after… all… this… time…”

As Albedo clutches his head in anguish, his eyes wide and trembling, as he has panicked visions of snippets of the flashback sequence from Chapter 1, including him attacking Ben as Negative Frankenstrike, regenerating a burned section of his face as Negative Wildvine, and blasting a powerful attack from Negative Eye Guy’s chest-eye, Ultimate Swampfire’s words of “YOU’RE A FAILURE, ALBEDO, AND THAT’S ALL YOU APPARENTLY WANT TO BE!!” begin to repeat in his head, over and over, growing faster and more warped.

As Albedo’s sanity unravels, he reels his upper-body up, opens his fanged mouth, and unleashes an agonizingly-loud sonic scream.

Aster is thrown back from the process. Other patients, including Blurakami and Lyric clutching their ears, drop to their knees, attempting to muffle the scream out. Lights begin to crack and shatter throughout the facility. Several active sprinklers burst and explode upon the pressure of the soundwaves. Soon, the force of Albedo’s sonic scream causes the blinking LED light on his power-dampening collar to begin blinking faster and faster, before it begins to visibly crack.

Fuming with feral rage, Albedo grabs the sides of his makeshift cloak and tears it in two, revealing glimpses of his mutated, grotesque form underneath, covered in chunks of jagged, burgundy-red rocks, patches of dark-grayish-green reptilian scales and dark-brown bark-like matter, and constructs of dark-blue ice. Grotesque, additional arms stuck out of the sides of his muscular torso, the left side consisting of both a robotic, bright-red appendage with a cylinder-shaped forearm with flowing energy and a metallic blade extending from its outer-side, and below it, a small, jet-black limb with silver bolts protruding from its outer-side, while its right side was consisting of a muscular, avian-like arm covered in dark-brown feathers with black talons, a bladed elbow, and bizarrely, green skin-tag-like growths and boils poking through the feathers, like a diseased animal, and below it, a long, slender, pale-green limb with a hand of three flat, frog-like fingers, completely asymmetric to the short, dark limb across from it.

Dropping to his knees in anguish, he gradually redirected his sonic scream directly at the metal door keeping him imprisoned and blasted it with all his might, tearing it off its metal hinges as it crashed into the ground in a heap of broken chains and bolts. Finally halting his scream, the nearby surroundings were left in disarray of shattered, broken lights and leaking sprinklers. Albedo slowly rises to his feet, now using his regained, massively-enhanced strength to effortlessly rip what remained of his broken, power-dampening collar and slowly emerge from his cell to the sight of the deafened patients, his head permanently remaining silhouetted, besides the glow of his six red eyes.

“YES! YES, YOU HAVE DECIDED!” Aster exclaims, now practically praising Albedo as if he was a God before him. “YOU ARE OUR ‘AMALGABEDO’, AND I AM THE ONE WHO HAD FREED YOU! NOW, SET OUT AND- AAAAAAAGGGGGHHHHH--!!!”

Before Aster can finish his sentence, Albedo turns his body slightly, raising his left middle arm, the robotic appendage filled with flowing energy, up and proceeds to simply blast a beam of bright-red nuclear energy straight toward Aster. As he emits a paralyzing scream, Aster is violently disintegrated and killed before everyone’s eyes, being reduced to nothing but black dust and charred plant matter.

“OH STARS!!!” Lyric exclaims, stumbling back, as within an instance, he grabs on his neck, suddenly under the sensation of being choked, as an aura of bright-red energy manifests around his neck, courtesy of Albedo’s officially-revealed gyrokinetic abilities, generated from his rock-covered, clawed left upper arm.

Quickly using to send Lyric forward into his clutches, grappling Lyric by the throat, he shambles over toward a nearby metal wall, slamming the backside of him upwards against it, as Lyric chokes out and begs, “ALBEDO… DON’T!”

Albedo growls, signifying his newfound hatred for Lyric, as he continues to choke the life out of him, Lyric’s feet hopelessly flailing. He struggles to grab Albedo by the face, only for Albedo to raise his other arm, a mass of organic reptilian characteristics plated, primarily below the elbow down, in plant bark, with bright-red organic bombs running down the top of his forearm, and pin Lyric’s left arm against the wall.

“ALBEDO! STOP IT!” Dr. Blurakami yells out in shock, running up from behind him and wrapping her arms around his neck in an attempt to pull him off, but only to be suddenly flung back by the soundwave blasts of a series of sonic disks covering the sides of his mostly-ice-coated backside.

PLEASE… I CAN’T…” Lyric gasps for air, unable to utilize his electrokinesis to fight back, as he was fully depleted. As Dr. Blurakami quickly recovers from Albedo’s sonic attack, she seems to suddenly realize something, what Albedo truly wants, as she quickly flees the area and returns seconds later, most notably now clutching Lyric’s backpack of items, which she begins to dig through until she finds what she was looking for.

“ALBEDO, WAIT!” Dr. Blurakami exclaims, but Albedo shows no signs of stopping, not until Dr. Blurakami adds on, “I HAVE SOMETHING YOU WANT!” to which Albedo freezes and slowly turns around, facing Dr. Blurakami, who now frightfully clutches the damaged, disabled Recreated Ultimatrix stabilizer in her hand, shakily holding it outwards toward Albedo.

Upon his gaze being met with the sight of the Ultimatrix, Albedo finally releases Lyric, allowing him to finally breathe as he violently gasps for air, as he turns around, slowly approaching Dr. Blurakami, revealing how freakishly tall his mutated form was, a good 8 or so feet, which was a few feet heads taller than Dr. Blurakami, as Albedo slowly takes the Ultimatrix with his slender right lower arm.

“I gave what you wanted… please don’t hurt anyone else…” Dr. Blurakami utters, on the verge of crying.

As Albedo stares at the broken interface of the Ultimatrix stabilizer, his face contorting with malice and mental strain, he begins to speak a string of seemingly-garbled alien noises, before finally, and more shockingly, Albedo begins to splice bits and pieces of coherent English words together, roughly forming the exclamation of “YO-OU… AR-RE… FAIL-LURE-!!

Within an instance, Albedo wraps both hands of his uppermost set of arms around his broken Ultimatrix, raises upwards above his head, and with one prolonged crunch, violently pulverizes the broken device within his palms, demonstrating his immense raw strength, as the Ultimatrix crashes to the ground in a heap of broken fragments. Dr. Blurakami stares in shock, as more broken electronics fall out of Albedo’s opening hands.

“Did you just…” Dr. Blurakami steps back, not sure what to be shocked more by. “...ALBEDO?!”

With a dramatic turn, Albedo begins to slowly turn and walk away, to which Dr. Blurakami quickly sprints up to Albedo, grabbing onto his mechanical, nuclear-powered arm and tugging on it, exclaiming in defiance, “ALBEDO, PLEASE! LET ME HELP YOU! I’VE ONLY EVER WANTED TO MAKE YOU NORMAL AND HAPPY AGAIN! PLEASE!” as she breaks out in tears at the sight of her now-feral patient.

Albedo briefly hesitates in response, before managing to choke out through garbled gibberish and animalistic vocalizations, “LEA-AVE… M-ME… AL-LONEEEEEEEEEEE!!!” and turning around to unleash another powerful sonic scream toward Dr. Blurakami, sending her flying back and crashing into a metal wall.

Halting his scream again, Albedo turns back, sprints toward a metal wall, and using his enhanced strength and agility, smashes straight through the metal wall, freeing himself, before his icy backside begins to suddenly secret oozing trails of glowing bright-red ectoplasm, before they rapidly harden into constructs of glowing ectokinetic energy in the shape of shape, jagged wings and moth-like antennae.

Before Dr. Blurakami and Lyric can fully come back to their senses, Albedo takes sudden flight with his newfound energy wings, flying upwards into the atmosphere of Galvan Prime, leaving the facility he was trapped within for the first time in almost 10 years.

Meanwhile, inside, Dr. Blurakami, rapidly recovering from the deafening attack, notices the gaping hole in the wall, and upon sprinting outside, frantically searching for Albedo, merely sees him in the process of exiting the planet’s atmosphere. Dr. Blurakami helplessly collapses into the grassy Earth beneath herselves, partially curled up with her mouth covering her tear-stained face, and mumble, “Oh my stars… oh my stars...” as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


The scene cuts to an exterior of the Burger Shack location in the middle of Bellwood, under the prominently night sky, with ambience noises of cars driving back calling back to Chapter 1. Both Ben Prime and Ben 23 were actually inside, eating their food.

“So, you’re telling me…” Ben 23 narrates over the exterior shot, before the view changes inside to the now-empty fast food restaurant, besides a few sleepy employees in farmer-themed Burger Shack employee uniforms. “ defeated all those evil-doer versions of yourself by yourself?”

“Well…” Ben Prime responds, swallowing a handful of chili fries. “I had help from Gwen, Kevin, Professor Paradox, and… well, Serena and Bellicus, but yeah, I took them out, sent back where they came from, and I haven’t seen them again in the past 4 years.”

“Who’s… ‘Seren-er’ and ‘Belli-cuss’? Ben 23 asks, confused, before quickly instead asking, “Wait, how come you didn’t call ME during that whole thing? I could have helped. This was when I dropped the whole vault thing after the Hero Watch recalibrated and I got WAY more than 23 aliens.”

“I did. Your agent responded, and said you were busy filming your next movie.” Ben Prime responds. “So, I got the version of my cousin with the prototype Omnitrix instead.”

“...oh yeah, Ben 23: Eradicate All Extraterrestrials.” Ben 23 responds, abruptly remembering it. “The fans liked it, but they would have favored it being live-action instead of computer-animated.”

“Reverse for a few moments… your Omni-, I mean, ‘Hero Watch’ recalibrated? You put it away for a few years and stopped using it?” Ben Prime responds back.

“What? Pfft, no.” Ben 23 responds back, holding his hands out. “My celebrity status is pretty high-demanding. I couldn’t afford to take it off, even if I had to. I just stopped using it for a few days when I was taking a vacation in the Bahamas, came back, and boom, it’s different now.”

“High-demanding?” Ben Prime squints, glaring for a moment, before asking “You didn’t JUST come to my dimension to catch up on old times, huh?” to which Ben 23 awkwardly smiles for a moment before calmly saying, “...I… didn’t.”

“Hero career’s finally wearing you down, huh? Welcome to the club, 23.” Ben Prime responds, eating another handful of chili fries.

“No, I wouldn’t say ‘wearing me down’, more… ‘incredibly tiring’...” Ben 23 responds.

“That’s what ‘wearing you down’ means, 23.” Ben Prime responds back, wiping his hands with napkins. Meanwhile, in the background, a swirling mass of dark-green energy, in the shape of some sort of portal, begins to slowly form in the street across from the Burger Shack location.

“Oh, by the way…” Ben 23 exclaims, reaching into his pocket and looking downwards moments before the portal outside the restaurant begins to materialize, something he would have definitely seen if it had started to appear two seconds earlier. “...Ben, I’d like you to meet a little… friend I met...”

“A little what now?” Ben Prime asks, furrowing his brow, to which Ben 23 pulls out a small metallic box, decorated with golden and bright-blue highlights. “You… went around with that thing in your pocket.”

“I left him in my dimension when I arrived as Windy-Hindy. I just went back to get him last night.” Ben 23 responds.

“What’s in it? More merchandise?” Ben Prime asks, staring at it intensely, as a figure emerges from the portal outside.

“Well, he’s actually pretty camera-shy.” Ben 23 responds, before slowly opening the box, revealing a small, strange blob of bright-blue slime inside, confusing Ben Prime further until the slime becomes sentient and upon fully manifesting, becomes animate and slowly rises upwards, forming a bright-blue Slimebiote, possessing short antenna and small horizontally-straight eyes.

“Oh… is it morning already?” The Slimebiote yawns, to which Ben Prime merely states back, hesitating silently with a straight face, before eventually saying, “Well… to be honest… I was anticipating that you would get one.” as unbeknownst to the two of them, the figure emerging from the portal outside fully emerges, a dark silhouette who collapses onto their knees, exhausted and gasping.

“You got one of these too?” Ben 23 asks, confused, to which Ben Prime responds, “Yes, 10 years ago, and I let him leave by his own choice after a month or two. I’m assuming yours also calls him ‘Skurd’... ‘Skurd 23’, perhaps?”

“What? How do you not only know my specific name, but my favorite number too?!” Skurd 23 responds, shocked. “Who are you, my master’s older brother? I was not made aware of this.”

“Right on the money.” Ben 23 responds, to which Ben Prime slouches slightly, saying, “...mine never called me ‘master’...”

“I found him getting jostled around by a bunch of alien criminals from Overtown totally kidnapping the little guy for some reason, so I used Build-A-Guy to take them out, and he kinda just got...” Ben 23 responds, to which Skurd 23 emerges from his metal containment cube and hops onto the Hero Watch, gaining a bright-blue hourglass symbol on his forehead.

“Stuck on you.” Ben Prime clarifies. “I’m aware, I had one myself. They’re special aliens called Slimebiotes. Mine was being used by an alien huntsman earlier in my career. He called himself ‘Khyber’ and had a knock-off Omnitrix he reverse-engineered with the help of Dr. Psychobos, that evil crab guy we fought when I was 16 years old.”

“Ohhhh, yeah, in that evil apocalyptic dimension!” Ben 23 remembers. “Man, this is why I also wanted to come here! I miss those good old days, Ben, and just because we’re a bit older, doesn’t mean we shouldn’t ever continue to have them.”

“Yeah, and Khyber used my Skurd to use his knock-off Omnitrix on himself, just bits and pieces because if he used that thing in its entirety, it would cause brain damage from the energy feedback.” Ben Prime responds. “But, I guess Skurd was enticed with the more plentiful DNA sources in my Omnitrix, so he changed sides and helped me take down Khyber.”

“Ohhh, yeahhhhh... I know who you’re talking about. Where I’m from, he’s some animal activist, or something like that. Heard of the guy, but I’ve never meant him before.” Ben 23 responds back, also remembering the existence of his Khyber 23, who’s different career greatly contrasts with Khyber Prime’s career. As it seemed Ben 23 was about to continue his conversation, his gaze finally sets on the sight on the portal outside the Burger Shack, to which he merely states, “Woahhh…” in amazement and points toward it.

“What?” Ben Prime exclaims, turning around to suddenly face the portal, as if it was in the process of gradually closing inwards and fading away. “Damn it, another one?! I just hope it’s another ally, but I didn’t exactly see a Chronosapien slowly walk out of that portal.”

As Ben Prime slowly stands up from his chair and slowly walks up to the window, he’s alerted to the sight of a now-fully-standing, slim humanoid shape standing in the street, its eyes obscured with a pair of fluid-stained goggles that it quickly removes, revealing a pair of bright-purple feline-like eyes with black slits for pupils.

“That’s… not an Omnitrix user… it’s an alien…” Ben Prime speaks. “I’m going to take a look.”

“You want me to follow you?” Ben 23 asks, to which Ben Prime responds, merely stating, “No, no, stand here. I’ll give you a sign if I need your help.” as he slowly exits the Burger Shack location, creating a bell noise that causes the fast food restaurant’s sleeping cashier to mumble, “Come again…” in his sleep and resume snoring.

Walking aside, Ben Prime prepares his Omnitrix behind his back, in case the newcomer was a threat, slowly approaching the motionless figure as he exclaims, “Excuse me… who are you?”

“It worked… I’m actually all the way back on Earth...” A familiar female voice responds, frantically glancing around with panicked looks. “T-This isn’t an alternate dimension, is it? This is the Prime universe of the original Benjamin Kirby Tennyson, right?!”

“Well, as the ‘original Benjamin Kirby Tennyson’, I can vouch… yes, this is the Prime universe.” Ben responds, slowly lowering his guard due to the non-hostile response to his question, as the female voice holds in a gleeful exclamation, and regains her composure, her identity now obviously revealed as Dr. Blurakami.

“Benjamin Tennyson, my name is Dr. Glenda Blurakami… of the Citrakayah race… I am one of the many supervisors of the Galvan Prime rehabilitation facility…” Dr. Blurakami exclaims, bowing slightly. “...and I have spent the past almost 72 hours accelerating the production of an experimental, galaxy-crossing teleporter system, situated on Galvan Prime, until it was finally completed… and it worked… I am here, on Earth, in the presence of Earth’s greatest hero!”

“I’m sorry… it’s really nice to meet another person who sees me as an idol, but…” Ben Prime asks, his guard now fully lowered. “Why exactly are you here?”

“Almost 72 hours ago, the rehabilitation facility I work at suffered a riot outbreak that resulted in the unexpected release of a specific patient I have been watching over ever since you were 16 years of age…” Dr. Blurakami stands back up, adjusting a lab-coat she was wearing slightly. “...this patient is feral… and is out for you, Benjamin Tennyson… he’s coming to Earth...”

“Define ‘feral’...” Ben Prime responds, confused at the choice of words.

“Psychotic… disjointed… mentally malnourished by self-experimentation at a genetic level that he has inflicted on himself over this past decade… he’s completely and utterly unrecognizable from the Galvan he once was…” Dr. Blurakami states, on the verge of starting to tear up, but shakes her head, preventing her from doing so.

“He’s a Galvan… coming after me?” Ben Prime responds back, chuckling slightly. “Galvans, on average, are five inches tall… what could he possibly do to stop the person who put an end to a multiversal invasion of alternate dimensions just 4 years ago?”

“Benjamin Tennyson… you don’t understand… his DNA has become permanently amalgamated with artificially-augmented and altered alien DNA samples of all kinds of sources…” Dr. Blurakami exclaims. “Do you remember Aster… the Methanosian criminal you captured years ago and participated in his trial?”

“Yes, I do recall him.” Ben Prime responds, slightly concerned and now no longer joking upon hearing the sincerity in Dr. Blurakami’s voice. “He was… situated at your facility, correct?”

“Yes… Tennyson… the escapee killed him…” Dr. Blurakami exclaims, as Ben’s expression drops, turning into shock as his eyes widen. “...blasted with potent nuclear energy… reduced to literal dust… just moments after he was freed...”

“H-He killed Aster?! The Methanosian who even gave Swampfire a run for his money?!” Ben Prime responds, startled slightly, before regaining his composure, just like Dr. Blurakami earlier, and continues, now with a serious tone. “I’ll take care of him when he arrives… Blurakami, does he have a name? Have I faced him before too?”

“Benjamin Tennyson…” Dr. Blurakami merely says, shaking. “’s someone you’ve definitely fought in the past… and his name was legendary within those walls… his name is-”

“BEN, LOOK OUT!” A deep, alien voice emits as an alien form exits the Burger Shack restaurant, revealing himself as Ben 23’s version of Bloxx, dubbed Build-A-Guy earlier, represented as an abstract, semi-featureless humanoid with a hunched, gorilla-like stance, tinted blue due to Ben 23’s colors, the Hero Watch symbol on his chest, and square-shaped sockets all over his torso, limbs, and portions of his head, that as the alien emerges and rushes toward Ben Prime, are rapidly beginning to generate a bright-blue liquid that begins to rapidly harden into square-shaped constructs of a hardened, organic clay-like substance almost akin to stone.

Rapidly beginning to create the blocks of rock around his body to form a dense shield, he reveals his ability of elasticity, as he extends one of his limbs, grabbing onto Dr. Blurakami and pulling her toward the duo.

“W-What’s going on?!” Dr. Blurakami exclaims on first sight with Build-A-Guy, as eventually, the trio are fully shielded with a dense shield of rock.

“SOMETHING’S IN THE SKY, AND IT’S COMING DOWN-” Build-A-Guy responds, only for a violent impact explosion to emit from the other side of the rocky shield. Chunks of asphalt and broken debris fly in several different directions, as the road splinters under the weight of the crashed object, as the exterior of Build-A-Guy’s shield cracks and crumples, just barely able to withstand the explosion, as Dr. Blurakami yells out in shock and Ben Prime quickly transforms into an alien with high durability to withstand the blast.

Moments later, rubble still falling everywhere, the alarms of cars a good mile away having been triggered by the shockwave, Build-A-Guy’s damaged form collapses backwards, the damage he’s withstanded forcing him to revert back to his human form, revealing the scared, trembling Dr. Blurakami and Ben Prime’s new alien form, his Gimlinopithecus DNA sample, Shocksquatch, a bulky, sasquatch-like alien with white, gray, and dark-blue-colored fur, silver, metallic bolts on the back of his hands, wrists, and lower jaw, furrowed eyebrows in the shape of lightning bolts, and the Omnitrix symbol on the center of his chest.

“Blurakami… 23… you two okay?” Shocksquatch speaks, his voice oddly having an almost-Canadian accent, slowly helping the shaky Citrakayah doctor up to her feet, then his younger alternative dimension counterpart.

“I am okay too.” Skurd 23 shyly remarks, to which Shocksquatch responds, saying, “I was referring to you too, eh?”

“Oh my stars… he’s already made it here…” Dr. Blurakami states, as the trio glance in the direction of a massive crater in the middle of the road, which had formed too far from where Dr. Blurakami was standing. A monstrous series of groans and growls begins to emit from within the crater, as something begins to slowly emerge.

Shocksquatch charges his fists up with crackling-yellow electricity and Ben 23 attempts to interact with his Hero Watch, only to discover it was on a short cooldown due to the damage he withstanded as Build-A-Guy, annoying him, as both Dr. Blurakami and Skurd 23 both stare toward the slowly-rising, bizarre newcomer in anticipation, the former with fear and the latter with wide-eyed shock.

Pulling himself out of the crater with his series of asymmetrical appendages, radiating wisps of cosmic gases, his icy backside hunched like an angry cat, covered in strange, metallic sonic disks, and curled back spikes, including a row of sharp spines running down his icy back and patches of reddish-orange fur over his partially-uncovered lower-back, the towering entity reveals himself to the trio, a close-up of its face revealing him slowly opening its six red eyeballs, revealing that his primary eyes, the ones that possess rectangular pupils, were deeply bloodshot. Glimpses of his face reveal it mostly being light-gray in coloration, besides a black-spotted, bright-purple portion of the left side of his face.

His reptilian tail, tipped with a heavy mace covered in icy spikes of varying sizes, crashes against the side of his crater, as he slowly moves his clawed feet, now fully stepping out of the crater, while a bright-blue dorsal fin stuck out of the back of his head and large, dark-yellow-golden, arachnid-like mandibles stuck out of the sides of his jaws, connected to his ungroomed, semi-overgrown, almost-jet-black facial hair. Only a section of the left side of his scalp’s hair was not pitch-black like the rest of his hair, as it was a faded shade of silver-white.

Hy-yp-per… ki-inet-tic…” The monstrous amalgamation of artificially-evolved alien DNA spoke, coherent syllables among his sounds of unbridled, feral mentality. “...mis-screa-ant...

“Dr. ‘Blur-kamie’…” Ben 23 asks, concerned but gruesomely mispronouncing Dr. Blurakami’s name. “...what am I exactly looking at? I’m not from this dimension... I don’t know what this is!”

“You’re an alternative version of Benjamin Tennyson?!” Dr. Blurakami responds, slightly shocked, before the threatening reveal of the monstrous fusion frightens her into quickly sprinting away from the scene. Build-A-Guy stares in confusion of where she once was, not revealing her enhanced speed, before finally noticing she was not only within a nearby dumpster just a few feet away, but poking her head slightly out, asking Build-A-Guy, “J-Just tell me when he calms down… please...” before closing the lid over her head.

Meanwhile, Shocksquatch stares toward the horrific fusion of alien DNA, backing up slightly before silently uttering in a similarly-shocked tone, “Is that… are you… who ARE YOU?”

I wa-aited ye-ears... and trav-veled thous-sands of lig-ght-y-years…” Albedo loudly responds, shockingly making the most coherent series of words he’s made at once so far. “...for thi-is… ve-ery mom-ment… Te-Tennyson...

As Shocksquatch stares in shock, Albedo maniacally cackles before letting out a monstrous howl of a roar into the Bellwood night sky, reeling his body upwards, 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

  • After the events of Chapter 2, Ben 23 tracks down Ben Prime to an abandoned Mr. Smoothy's location he's taken base in.
    • Although Ben Prime responds negatively to Ben 23 tracking him down without the visible intention of accepting Ben Prime's pessimistic changes, he suffers a painful reminder of how he's grossly under-utilizing many of his alien forms and treating his hero career as a chore.
    • Ben 23 confronts Ben Prime about his unhealthy behavior, most notably his temporary base, which Ben Prime reveals was abandoned after a black mold infestation years ago, which he cleaned out.
    • Ben Prime reveals he moved out of his parents' house years ago due to his age, and can't seek more proper housing because of his fear villains out to get him will find out where he lives.
    • Ben Prime eventually accepts Ben 23's help, both heroism-wise and helping him to get out of the unhealthy slum he's in.
  • The Galvan Prime rehabilitation facility suffers a full-scale riot soon after the events of Chapter 1.
    • Lyric fend off Aster, a sinister, misogynistic Methanosian patient who was put in solitary confinement for most of his 7-year stay by Dr. Blurakami for his well-being, and seeks physical revenge against both her and Lyric.
    • Aster reluctantly retreats with several other patients, so they fulfill their mission of "freeing the beast", something Dr. Blurakami reveals to be them breaking Albedo out of his cell.
    • Although requiring several various attempts, Aster finally manages to force Albedo to break himself out free, intentionally causing him to suffer a mental breakdown that destroys his energy-suppressing collar, allowing him to break free, ruthlessly vaporize Aster, killing him for reawakening painful memories of his past encounters with Ben, namely the one in Chapter 1, and then begin strangling Lyric for revenge for antagonizing him during the same chapter.
    • Dr. Blurakami gifts Albedo his damaged Ultimatrix stabilizer in exchange for sparing Lyric and others he wishes to hurt, but in a flash of mental realization, Albedo re-awakens his ability to speak semi-coherently and crushes the Ultimatrix, destroying it.
    • Dr. Blurakami desperately pleads to truthfully continue helping Albedo, but Albedo reveals his inner rage and blasts her away, before bursting out of the facility and escaping Galvan Prime's atmosphere.
  • 3 days later, Ben Prime speaks his mind to Ben 23, revealing many things from both sides that have happened within the past few years.
    • Ben Prime mentions the huge war he had against evil alternate versions of himself, revealing he was assisted by Gwen, Kevin, Professor Paradox, and Serena and Bellicus, the two personalities that control Ben's Celestialsapien form, Alien X.
      • Ben 23 was not present, nor aware during the whole event, because he was filming a movie.
    • During a vacation to get away from his "high-demanding" career, that resulted in Ben 23 not using the Hero Watch for a few days, the Hero Watch recalibrated, changing appearance and granting Ben 23 many new aliens.
      • As a result, soon after, Ben 23 dropped his publicity stunt of keeping all but 23 of his aliens locked, due to how many aliens he now had, meaning all of his aliens were now unlocked in the Omnitrix.
      • Ben 23 also reveals his career is starting to get tiring for him, and his reasoning behind arrival in Chapter 2 was not only because he wished to meet up with Ben Prime again in the first time in years, but because he wanted to briefly get away from his career.
      • Not long ago, Ben 23 discovered a group of alien criminals "jostling around" Skurd 23, the Dimension 23 equivalent, and used his version of Bloxx to defeat them and save Skurd 23. In return, Skurd 23 latched onto the Hero Watch, granting Ben 23 the option of alien DNA weapons Skurd 23 can create through his abilities.
    • During the group's discussion, unbeknownst to them at first, Dr. Blurakami abruptly arrives on Earth after having spent the past 72 hours after Albedo's escape building an experimental teleporter that could quickly transport to her to Earth in time, so she may warn Ben Prime about the soon-to-come arrival of Albedo, who she believes to be coming to Earth after him.
      • Just minutes later, it is revealed that her arrival was too late, as Albedo violently arrives on Earth, revealing his seemingly-regained speech of proper speech, albeit slightly distorted, and his fully-mutated appearance.
      • Dr. Blurakami and Albedo himself hints Ben Prime toward his true identity, with Dr. Blurakami describing him as a former Galvan, and Albedo saying a few elaborate insults he used against Ben Prime before in the past.
      • Albedo's reasoning of his escape is revealed: to finally destroy Ben.

Minor Events

  • It is revealed Ben Prime has not used many of his aliens, including Wildmutt, in the past 3 years.
  • While talking on himself, Lyric reveals the crush he secretly has on Dr. Blurakami, deeply caring for her well-being and finding her attractive to the point she's, in his words, "one-in-a-million".
  • Lyric revealed the unknown past crimes Aster committed would have been nearly put in prison for a lifetime, if he definitely intervene and instead suggest him to be set to the rehabilitation facility. However, Aster has hated Lyric for doing this ever since.
  • During Ben Prime and Ben 23's conversation, when Ben Prime is talking about how Ben 23 was unable to participate in the war against alternate Bens 4 years ago, he revealed he instead got help from Gwen 10, the alternate version of his cousin, Gwen, that instead received the Omnitrix prototype 16 years ago.
    • Moments later, Ben 23 briefly mentions the apocalyptic dimension of Mad Ben when remembering Dr. Psychobos.
  • During Ben Prime's conversation with Dr. Blurakami, he reveals, like Lyric, he also had a past encounter with Aster, most likely prior to his imprisonment, that he was significantly stronger than even Swampfire as he, in his words, "gave Swampfire a run for his money", and is shocked to hear the news of his death, which causes him to realize the severity of the situation.
  • More of Albedo's mutant powers are revealed, including:
    • The confirmation of his presence of multiple eyes and arms, foreshadowed in Chapter 1, also with his confirmed addition of a tail.
    • Dual wrist claws emerging from his left upper arm's hand.
    • A paralyzingly-loud sonic scream.
    • Massively-enhanced strength.
    • Nuclear blasts from his robotic left middle arm.
    • The brief return of his gravity manipulation, now seen at its fullest power and confirmed to be originating from the hand of his left upper arm.
    • Sonic blasts projected out of his back.
    • Ectoplasm generation and ectokinetic energy constructs, which allowed him to generate moth-like wings and gain the ability of flight.
    • Space survivability.
    • Enhanced flight speed, as he traveled thousands of light-years in the span of just 3 days.
    • Shock impact immunity upon crashing onto the surface of Earth.
    • Gas generation.



  • Ben Tennyson (Prime; voice-only Chapter 1 flashback cameo)
  • Ben 23
  • Skurd 23 (first appearance)
  • Dr. Glenda Blurakami
  • Lyric Livingston
  • Gwen Tennyson (Prime; mentioned)
  • Kevin Levin (Prime; mentioned)
  • Professor Paradox (mentioned)
  • Bellicus (Prime; mentioned)
  • Serena (Prime; mentioned)
  • Skurd (Prime; mentioned)
  • Khyber 23 (mentioned)


  • Albedo
  • Aster (first appearance; death)
  • Seymour (first appearance)
  • Tetramand Prisoner (first appearance; vocal cameo)
  • Pisciss Volann Prisoner (first reappearance; cameo)
  • Orthopterran Prisoner (first appearance; vocal cameo)
  • Vilgax (mentioned)
  • Khyber (mentioned)
  • Dr. Psychobos (mentioned)

Aliens Used

By Ben 23

  • Dog-Nabbit (first reappearance of Wildmutt; off-screen transformation)
  • Build-A-Guy (first reappearance of Bloxx; off-screen transformation)

By Ben Prime

  • Ghostfreak (first reappearance; off-screen transformation)
  • Shocksquatch (first reappearance; off-screen transformation)

By Albedo (Flashback)

  • Negative Frankenstrike (cameo, transformation from Chapter 1)
  • Negative Wildvine (cameo, transformation from Chapter 1)
  • Negative Eye Guy (cameo, transformation from Chapter 1)

By Ben Prime (Flashback)

  • Ultimate Swampfire (voice-only cameo, transformation from Chapter 1)


  • Although not directly mentioned, Ben Prime put the anti-trespassing signs around his abandoned Mr. Smoothy's base to keep explorers from breaking in and discovering his hide-out.
  • The interior of Ben's hide-out was originally meant to be shown, but the scene was scrapped because it felt unnecessary after Ben Prime and Ben 23's conversation.
    • It was also meant to be revealed that the hide-out had no open entrances, and Ben Prime's only means of getting in and out was using an intangible, phasing alien, explaining why he was Ghostfreak when he first confronted Dog-Nabbit.
  • Ghostfreak and Dog-Nabbit were originally meant to fight for a few moments, with Dog-Nabbit responding angrily to Ghostfreak throwing him, but the idea was scrapped, but Ben 23 had come after Ben Prime to talk and help, and him lashing back at out felt incredibly uncharacteristic.
  • Ben 23 says the name of his never-before-mentioned version of Ghostfreak, "Spooky Specter".
    • In the original rough draft, his name was just "Specter" but the prefix was added because the one-word name felt way too simplistic.
  • Every non-cameo alien appearance in this chapter of Multiverse vs. Tennyson has an off-screen transformation.
  • Ben 23 mispronounces things throughout the episode, calling Mr. Smoothy's "Mister Smoothie", Serena and Bellicus, "Seren-er and Belli-cuss", and Dr. Blurakami "Dr. Blur-kamie".
  • Although not directly mentioned either, Ben Prime used Gutrot to create a semi-corrosive gas that assisted in his removal of the abandoned Mr. Smoothy's location's black mold.
  • Both Ben 23 and Ben Prime indirectly mention their respective versions of Sandra and Carl Tennyson, their parents.
  • Ben 23 mentions how Ben Prime changed his life and opened his eyes to how much of a pompous jerk he was when he was 13 years old, as seen in the Ben 10: Omniverse episode, Store 23.
  • As revealed by Lyric's shocked reaction to Aster's missing arm, it was revealed Aster somehow lost his appendage during the 7 years he was in the rehabilitation facility.
    • In actuality, it was Albedo who permanently disfigured his limb into a vestigial stub with a nuclear blast after he had angered him years prior. Rather than develop a hatred for Albedo for the loss of his limb, Aster developed a fascination and would later assist in freeing him, at the unintentional cost of his own life.
  • Seymour was originally not going to be named, have much less dialogue, and instead, Aster would be the one to briefly fend off Lyric and Dr. Blurakami, and be defeated instead. However, Aster was required to still be trying to convince Albedo to escape at the same time, and so instead, Seymour was given a more important role, and eventually, a name and extra lines during a brief revision of the episode.
  • The Pisciss Volann prisoner that cameoed throughout both the original 2005 Ben 10 series and Ben 10: Omniverse makes a return.
    • The briefly-depicted Tetramand prisoner Lyric encounters near the beginning of the riot scene was the Tetramand prisoner depicted in the Ben 10 movie, Secret of the Omnitrix, as both shared eyepatches, albeit for different eyes.
  • Despite the Orthopterran prisoner speaking in a Southern accent, Orthopterrans, in fact, do not have natural Southern accents.
    • He is meant to reflect the bizarre idea that alien species, some possessed by Ben, such as Brainstorm, NRG, and Clockwork, had Earthly accents from varying cultures.
  • Aster reveals a nickname Albedo has adopted within the rehabilitation facility, "Amalgabedo", a combination of the word "amalgamation" and Albedo's name.
    • Originally, after that point, Albedo was to be referred to entirely as Amalgabedo, but the idea was scrapped because it felt simpler to just continue referring to him as Albedo.
  • Azmuth was originally mentioned in the rough draft of the episode, mentioned by Aster, but the line was removed because it was out-of-place.
  • Ben 23 mentions the movie he was working on during the alternate Ben war, Ben 23: Eradicate All Extraterrestrials, a reference to the CGI Ben 10 film, Ben 10: Destroy All Aliens.
    • It also references another reference, a briefly-seen billboard advertising Ben 23: Secret of the Hero Watch, from the Ben 10: Omniverse episode, Store 23, which itself references the first Ben 10 movie, Ben 10: Secret of the Omnitrix.
  • When taking out the container of Skurd 23, Ben Prime was meant to crack a joke about Ben 23 proposing to him, due to the shape of Skurd 23's container resembling a ring box, a container for a wedding ring, but it was removed for feeling a bit too tongue-in-cheek.
  • Ben 23 briefly mentions Build-A-Guy, his version of Bloxx, when describing how he first encountered and rescued Skurd 23, and even transforms into him near the end of the episode.
  • Ben Prime's line of "Stuck on you" references the Ben 10: Omniverse episode of the same name, the debut episode of Skurd Prime.