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Multiverse vs. Tennyson
Season 1, Episode 9
Air date 5/26/2020
Written by XxXWTBxXx
Directed by XxXWTBxXx
Episode Guide
MvT Chapter 8: Future Events
MvT Chapter 10: Unholy Divers

"Meaning of Loyalty" is the ninth chapter of the fan-made Ben 10 continuation, Multiverse vs. Tennyson.


"Old times from almost a decade ago foreshadow how difficult the present is, while Ben Prime himself is paid a visit by a terrifying being stemming from worlds unknown."


The opening scene begins with a view of the exterior of an abandoned mannequin warehouse, its windows either smashed or boarded-up, and a sign, labeling it “Manny & Ken's” falling apart, within downtown Bellwood during dusk, the sun starting to go down. Only the sounds of chirping insects and driving cars audible, the environment is eerily silent.


Suddenly breaking the silent ambiance, an explosion of bright-red energy rocks throughout the entire warehouse, windows violently exploding outwards into showers of glass shards, as the shockwave released by the explosion causes the sign to partially crumple, creaking with twisting metal as it steadily became tilted, as a deep, booming voice yells from inside the warehouse, “YOU CAN’T ESCAPE THE WRATH OF ALBEDO, TENNYSON!!” before part of its outer-wall is smashed apart by a gigantic reptilian tail ending in a mace-like appendage.

Inside the mannequin warehouse, a 16-year-old Ben Prime, wearing his white-and-green hoodie, quickly flees and dodges the sweeping attacks of the massive reptilian monster, revealed to be none other than Albedo, frantically attempting to activate his Omnitrix through slapping it, as Albedo’s unknown alien form’s tail manages to finally strike him, knocking him off-balance and sending him flying into a mass of broken mannequins, a flash of green light trailing behind him signifying his Omnitrix finally transforming successfully.

However, upon emerging, groaning and rubbing his head in frustration, Ben Prime’s lackluster transformation was revealed to be merely Perk Upchuck, resembling his Murk variant, albeit with circular eyes surrounded by thick black outlines, large upper-teeth instead of bottom teeth, a curl at the end of his short tail, giving it a pig-like appearance, and a bright-green and dark-green coloration, opposed to his Murk variant’s brown and yellow colors, although with the lack of his Murk variant’s dark splotches and underbite.

“Aw, man… I was going for Atomix! I didn’t want a literal frog!” Perk Upchuck utters, emerging and revealing what he has transformed into, as the slowly-approaching, laughing Albedo begins to loom over him, a massive shadow revealed to be an evolved Vaxasaurian, Negative Ultimate Humungousaur, his body much larger and muscular, covered in grayish-tan scales and dark-blue armor, mainly on his head, shoulders, elbows, and back, forming a helmet, shoulder-pads, and a armadillo-like shell, all plated with yellowish-brown, bony spikes, running down his backside and surrounding the end of metallic armor over his neck.

His face represented with deep, sunken, bright-red eyes, a prominent underbite of yellow fangs, and a single large horn between his eyes, his appearance appeared greatly mutated, with metallic tendril-like wires emerging from the scaly skin atop his outer-pectorals and biceps, metallic muscles bursting through his forearms, thighs, and shins, covered in a stringy, black substance. His hands featured metallic knuckles and black claws, and shown for a brief moment earlier, his long, muscular tail ended in a large mace-like weapon covered in several, blunt, metallic spikes. Atop the center of his chest, surrounded by misshapen, wire-like metallic prongs, was the bright-red Recreated Ultimatrix symbol.

“Hehehe… tell me, Tennyson… how does it feel to be the frog now?” Negative Ultimate Humungousaur asks, to which Perk Upchuck, getting his feet, retorts in an annoyed tone, “I don’t know… maybe the professional can answer for me.”

“Heh, you’re funny. Too bad, I don’t plan on laughing with you...” Negative Ultimate Humungousaur says, morphing his hands into a bizarre pair of biologically-formed, bio-mechanical, four-barreled gatling guns, the metallic plates on his knuckles becoming the exterior of its four metal barrels. “...I plan to laugh AT you.”

“Wow… you really just knocked me out of the park with that one, huh?” Perk Upchuck sarcastically responds, as Negative Ultimate Humungousaur, in the process of aiming his gatling guns and readying fire, wittingly says, “Maybe not, but this will. Goodbye, Tennyson.”

Staring in terrified anticipation and gulping, Negative Ultimate Humungousaur is suddenly intercepted moments from firing by an outside force, as teal-bluish bandages suddenly begin to wrap around his forearms, starting to suddenly pull his arms back. Confused, Negative Ultimate Humungousaur attempts to pull the source forward to free himself, but begins to find whatever their origin to begin rapidly wrapping around his arms. The view shifts to reveal their origin behind Negative Ultimate Humungousaur, being the bluish-hued, more-golden-highlighted Dimension 23 counterpart of Snare-Oh, dubbed Mr. Mummy, extending out his arms.

“Atta boy, 23!” Perk Upchuck calls out in success, as Negative Ultimate Humungousaur yells out in frustration upon realizing the bandages are forcing his hands away from pointing toward Perk Upchuck, and thus, keeping him from shooting him. Roaring, Negative Ultimate Humungousaur slammed his foot against the ground, creating a shockwave that Perk Upchuck lunged upwards, wrapping one of his tongues around an exposed support beam in the ceiling to pull himself up and avoid it.

“Don’t worry, Ben, I got this UNDER WRAPS!” Mr. Mummy cracks a pun, as Negative Ultimate Humungousaur, finally managing to grab ahold of the bandages around one of his arms, swings Mr. Mummy forward, sending him flying into a wall and involuntarily scattering his bandage into a mask of bandages and his disembodied mask. “Ohhhh… I spoke too soon...”

Freed, Negative Ultimate Humungousaur opens fire on Mr. Mummy with his gatling guns, barraging him with a series of bone missiles. Yelping in distress from the sight of the oncoming projectiles, Mr. Mummy rapidly uses his dismantled body to move through cracks in a wall, shielding himself, as Perk Upchuck, hanging from above, yells out, “HEY, ‘UGLY-ZILLA’! OVER HERE! I GOT SOMETHING FOR YA!”

“All ears.” Negative Ultimate Humungousaur exclaims, as he quickly whips his body around and opens fire toward Perk Upchuck, only for him to suddenly jump out of the way, forcing Negative Ultimate Humungousaur to suddenly fire at the damaged warehouse ceiling’s exposed support beams and cause the whole roof of the specific floor to cave in, crashing atop him. Using his strong, prehensile tongues, Perk Upchuck tears through a section in the walls, and regroups with Mr. Mummy, who has reverted back to his human form of the 13-year-old Ben 23. A pitch-black figure vanishes through a wall.

“Snare-Oh didn’t work out for you, hm?” Perk Upchuck asks, as Ben 23, dusting himself off, says, “Well, neither did your Vomit Man… what’s this red-eccentric hater even want with you?”

“Oh, him? Beats me. We’ve been doing this thing for years. Just smack him around a few times, and we’ll win.” Perk Upchuck responds, to which Ben 23 asks, “Wait… that’s all it takes?” as Perk Upchuck shrugs in response, only for the two to suddenly be sent flying through the desaturated Negative Crashhopper bursting through the walls and sending rubble flying at them.

Suddenly spotting a flash of blue light partially off-screen, the revealed Negative Crashhopper shields himself from a blast of cyan-blue flames from Public Eye, Ben 23’s gray-skinned, blue-eyed version of Eye Guy, who demands, “Back off, bug face, before the PUBLIC EYE gives you a free trip to the hospital!”

“Really? Well, I mean, that one’s kind of an improvement.” Perk Upchuck asks in the background, partially emerging through rubble, as Negative Crashhopper, in response, propels himself headfirst into Public Eye, violently slamming him back into a wall and smashing a hole through it. Firing an energy blast from one of his eyes, Negative Crashhopper is sent crashing into the ceiling, but quickly jumps back down, stomping on Public Eye’s chest and knocking the wind out of him.

“What was that about hospital trips?” Negative Crashhopper asks, stomping on Public Eye’s chest to prevent him from firing his combined attack, as Public Eye groans, “You weren’t listening? I thought you said earlier that you were all EARS!” and proceeds to punch the vulnerable membrane of one of Negative Crashhopper’s legs, causing him to involuntarily jump forward, slamming into a wall. Recovering, he is suddenly barraged by a flurry of gastric energy blasts, revealing Perk Upchuck consuming a combination of rubble and broken mannequin parts, before firing them in the form of glowing-green balls of energy back out his mouth.

“You know… frogs eat crickets.” Public Eye comments as he recovers, as Negative Crashhopper, groaning in frustration, pounces upwards and attempts to slam his foot atop Perk Upchuck, only for him to extend out his tongues, grappling onto his extended leg, and proceed to throw him into a nearby wall. However, Negative Crashhopper, anticipating this, uses the wall to ricochet off it and dropkick Perk Upchuck, sending Albedo crashing through another wall, before he stomps on Perk Upchuck’s face and exclaims, “Time to put your FOOT in your MOUTH, Tennyson!”

“You know people say that phrase when they’re about to or want someone else to do something embarrassing, right?” Perk Upchuck speaks, his voice muffled from under Negative Crashhopper’s foot. “Do you have a problem with me right now?”

“A problem? A PROBLEM?! YOU SLANDERED ME ON THE EXTRANET, MOCKING ME AND CALLING ME ALL THESE NEANDERTHAL INSULTS!!” Negative Crashhopper yells in frustration, as Perk Upchuck responds, “And I made it fully clear that was an alternate version of me impersonating MY ACCOUNTS… YET YOU DON’T LISTEN, MR. ‘ALL-EARS’!!”

“SILENCE YOUR IDIOTIC EXCUSE! SILENCE!!” Negative Crashhopper exclaims, stomping on Perk Upchuck, as Public Eye calls out, “BACK OFF, HATER!” and proceeds to seal all of his eyes, firing a massive energy beam from the large blue eyeball on his chest, only for Negative Crashhopper to lift Perk Upchuck and throw him in the direction of the beam, causing the two to collide and for Perk Upchuck to collapse, forcefully reverted back to his human form. Raising his arms out, Negative Crashhopper’s form suddenly begins to morph in a flash of red light.

“BEN!” Public Eye yells out, until he looks up at the transforming Negative Crashhopper, sprouting a denser, now dark-gray, orange-striped carapace with huge, beige-orange spikes emerging from the outer-sides of his forearms and shins, his fingers and toes extended into claws. A retracted set of dark-red wings emerging from his back, Negative Crashhopper’s face gained bright-red compound eyes and spikes alongside the horn-like structures emerging from the top and sides of his head, the ones on the sides now curved backwards. Public Eye’s eyes widening in terror, Negative Ultimate Crashhopper reveals the Ultimatrix symbol on his abdomen and simply states, “You will be the one backing off.”

Contracting his spiked forearms inwards, Negative Ultimate Crashhopper reels his body back, before slamming himself forward toward Ben Prime’s semi-unconscious body. Slamming his clawed fists into the ground with immense force, he discovered the absence of Ben Prime’s body, and looked up to discover the fleeing Speedyquick, Ben 23’s version of XLR8, rescuing and carrying Ben Prime off to safety.

“YOU WON’T ESCAPE ME!!” Negative Ultimate Crashhopper hisses, as meanwhile, Speedyquick exits the mannequin warehouse, heading toward its backside, as he lays Ben Prime against a wall and asks, “...are you okay, Ben?”

“Felt better.” Ben Prime groans in response, as the sounds of Negative Ultimate Crashhopper, violently ricocheting off various walls and attempting to break through all of them to escape the abandoned warehouse, are heard inside. Speedyquick readying himself to fight, he discovers Ben Prime was already getting back up to his feet and readying his Omnitrix.

“Wait… you’re okay?” Speedyquick asks, to which Ben Prime responds, “Again, felt better, but trust me when I tell you that I’ve felt worse.” and selects an alien icon, suddenly striking the core of his Omnitrix with an open palm and transforming into an unfamiliar alien, a mole-like rodentoid with a green-and-black jumpsuit, classical white gloves, and a belt containing the Omnitrix symbol, alongside protruding ears, a bushy, dirty-blond mustache atop beaver-like teeth, and a slight pot belly: Mole-Stache.

“I say, Mole-Stache, this is quite shocking. I was specifically attempting to transform into Gravattack, but I suppose this one could get the job regardless.” Mole-Stache says, as he confidently turns around to face the warehouse wall. “Alright… I’m ready for action!”

Suddenly startled by Negative Ultimate Crashhopper violently bursting out of the warehouse’s roof, jumping atop the roof and staring with compound vision down at Speedyquick and Mole-Stache, Negative Ultimate Crashhopper jumps down, contracting his shins, and as a result, upon collision, he creates a miniature, but wildly-powerful shockwave that sends the two Omnitrix wielders flying back. Both recovering, Speedyquick exclaims, “So am I.” and rushes at Negative Ultimate Crashhopper, lowering his visor and launching a series of blows to various parts of his body, although Negative Ultimate Crashhopper is entirely unaffected by his exaggerated barrage of attacks.

Eventually contracting his right forearm inwards, he suddenly grabs Speedyquick by the throat with his left arm, lifts him up a foot or so off the ground, and releases his contracted arm, creating a slamming punch that sends Speedyquick flying into the brick wall of a nearby building. Groaning, he slowly slides down and reverts back to his human form in a flash of blue light, as Negative Ultimate Swampfire steadily begins to approach Mole-Stache.

“What a terrifying alien form. Surely strikes fear into my heart.” Negative Ultimate Crashhopper sarcastically speaks, as Mole-Stache, baring fists from the ends of his prehensile mustache and taking a defense stance, exclaims, “I say, you rascalian better take two steps back from where you came from, or-!” before he’s suddenly cut off by Negative Ultimate Crashhopper lifting his left leg up, contracting his left shin, and releasing in a sudden burst that sends Mole-Stache flying back, or so he assumes, as he realizes Mole-Stache had grappled onto his foot with his hair-composed feet and was struggling against him.

“Is that the BEST the so-called great ‘Ben 10’ has to OFFER?!” Negative Ultimate Crashhopper exclaims, slamming his fists into the sides of Mole-Stache’s head, discombobulating him and leaving him to stumble back, dazed and confused, as Negative Ultimate Crashhopper jumps a great distance into the air and slams down into him, creating a crater into the asphalt. Mole-Stache groans and sluggishly attempts to get up, but is pinned down.

“You make me ashamed to have assisted in the creation of the Omnitrix.” Negative Ultimate Crashhopper comments in a sinister tone. “You make me ashamed by forcing me to walk around, wearing a distorted version of your face like a mask. You make me ashamed to be WHO I AM NOW!”

“I say, to me, old folk… that sounds like a ‘you’ problem…” Mole-Stache groans, as Negative Ultimate Crashhopper responds, “Make your jokes. They won’t help you, nor save you. I’ve been wanting to do something like this ever since I learned that YOU, of all people in this galaxy possessed the Omnitrix prototype, something I HELPED CREATE! YOU AREN’T WORTHY OF IT, AND YOU NEVER WILL BE! THE ONLY CHANCE THAT I’D LET YOU AVOID WHAT I’M ABOUT TO DO NEXT IS IF YOU TAKE OFF THE OMNITRIX RIGHT NOW! GIVE BACK TO ITS CREATOR!”

“I say… you’re quite mentally bitter, almost like a sour hard candy… almost like…” Mole-Stache responds, glancing over Negative Ultimate Crashhopper to see a silhouette formed after a sudden flash of blue light. “...acid.”

Turning around, Negative Ultimate Crashhopper was suddenly engulfed in the body of Muck-A-Muck, Ben 23’s version of Goop, as he began to scream on contact with the burning blue slime. Muck-A-Muck solidifying his stretched-out body, he began to restrain Negative Ultimate Crashhopper’s legs, preventing him from jumping up to escape. Although his attempts allowed the spikes all over his limbs to begin tearing through Muck-A-Muck, a recovered Mole-Stache comes to Ben 23’s aid, dusting pieces of rubble off his clothes, as he asks, “Hold him still. I’m about to teach this ruffian a lesson: the 1-2-buckle-my-shoe lesson.

As Muck-A-Muck nodded in anticipation, Mole-Stache suddenly struck Negative Ultimate Crashhopper in the side of his head with an extended fist, before landing another shot to his abdomen and grabbing his ankles to pull him off his feet, as Mole-Stache sang a nursery rhyme with each attack, “ONE! TWO! BUCKLE MY SHOE!

THREE! FOUR! SHUT THE DOOR!” Mole-Stache yells, landing another two punches at him, before he grabbed a mass of rubble and slammed it atop Negative Ultimate Crashhopper, who by now, was still struggling and managing to break out of Muck-A-Muck’s restrainment. Suddenly struck twice by a pair of swift blows, he was temporarily disoriented, allowing Mole-Stache to enlarge one of his mustache’s fists, wrap it around his body, and slam him flat against the outer-wall of the warehouse, singing, “FIVE! SIX! PICK UP STICKS!

Negative Ultimate Crashhopper forcefully transforming to escape, Muck-A-Muck was repulsed off by the extreme radioactive heat of Negative NRG and splattered against the ground, who attempts to fire a blast of radiation at Mole-Stache, only for him to grab a pair of globules of Muck-A-Muck’s body and smack them both over Negative NRG’s grill-plate, both blinding him and interrupting his attack. Exclaiming, “WHAT THE-” and attempting to burn them off, Mole-Stache sings, “SEVEN! EIGHT! LAY THEM STRAIGHT!” with each of his continued attacks.

Enraged, Negative NRG dug his fingers into the underside of his helmet and tore it open, violently opening his helmet and freeing NRG’s true form underneath, a red-and-orange humanoid made out of radiation, his outfit consisting of a black, red-striped jumpsuit with and knee-brace-like pads on both of his forearms, wrists, shins, and ankles, with his Ultimatrix symbol located on the center of his chest, unplugging from his suit. Holding out his right arm, he fired an array of radioactive blasts, to which Mole-Stache transformed in a flash of green light, becoming Water Hazard, as he sprayed a pair of water streams from his palms, extinguishing his energy blasts.

Forming a hydrokinetic water whip, he quickly lowered his visor and suddenly swung it forward, as it wrapped around the ankle of the unsuited Negative NRG and allowed Water Hazard to rapidly spin him around, before slamming him straight back in his open suit, albeit comically upside-down, as Water Hazard finishes, “Nine. Ten. That’s the end.”

Suddenly, an unknown force seems to suddenly slam Negative NRG’s helmet back shut, almost crushing it flat against his suit’s torso in the process, leaving Water Hazard confused, as he turns around to face its origin, revealing it to be the recovered Ben 23, taking the form of a gigantic, planetary-like alien covered in thick rocky skin and large black crack-like patterns, with a molten core on the center of his abdomen, a wide “head” appearing to be apart of his upper-torso with widely-spaced eyes and a large jagged mouth of rocky teeth, four-fingered hands, and an outfit simply that of a pair of blue-and-black shorts, with the Hero Watch symbol on the center of his forehead. Although Ben Prime called this alien Gravattack, Ben 23’s version went by Orbit Man.

“Aw, what?! YOU get Gravattack but I keep getting the wrong alien?” Water Hazard scoffs in frustration, lifting his visor back up.

“Hey, from what it seems, you looked happy with Barnacle Man.” Orbit Man responds, as Water Hazard clarifies, “Well, yeah, I wanted Big Chill’s freezing breath, but I suppose water’s close enough… but mustache fists instead of gravitational powers? Don’t know about that.”

Suddenly, the two are suddenly alerted by Negative NRG transforming in a flash of red light, first taking the shape of a desaturated, red-collared Negative Wildmutt, before evolving further, nearly doubling in size and gaining larger muscles, a denser coat of now-maroon-red fur, and a series of large, grayish-white, shark-fin-like spikes running down his back, overlapping like scales, and ending in a short, slender tail tipped with a large barbed tip, resembling the stinger of a scorpion, along with a prominent underbite containing bigger, sharper teeth, larger claws, and the Ultimatrix symbol, surrounded by its wire-like prongs, resting on his chest.

“Ah, great, Ultimate Wildmutt. That’s a face I haven’t seen in forever.” Water Hazard responds, as suddenly, an audible beeping begins to emit from the Omnitrix. “A-Are you KIDDING ME?!”

Forcefully reverted back to his human form, due to his Omnitrix’s depleted energy, Ben Prime groans in frustration before suddenly being startled by the snarling Negative Ultimate Wildmutt leaping at him, only for him to freeze while in mid-air, being frozen by Orbit Man, bright-blue gravitational auras manifesting from his lifted hands, before he sent Negative Ultimate Wildmutt flying straight back and violently smashing and tearing through the warehouse, until he was thrown out the other end.

“No worries, man, Orbit Man’s got your back!” Orbit Man exclaims, as Ben Prime, tinkering with his Omnitrix and attempting to reactivate it while in its time-out mode, responds in a slightly-annoyed tone, “Well, yeah, but I can’t get my own back when this stupid thing’s always recharging! Could you like, I don’t know, turn into Upgrade or someone intelligent to help me get around this? Albedo could be up any minute now, 23!”

“That’s… something he can do?” Orbit Man asks, as he suddenly strikes the Hero Watch symbol on his forehead, transforming into what seemed to be Upgrade, or his version named Techno-Bubble, at first, but was actually Vomit Man, his version of Perk Upchuck, as Ben Prime says, “23, that’s NOT Upgrade!”

“I don’t remember which one is Upgrade. You’re the one with all the fancy-schmany nicknames. He’s the technological one, yes?” Vomit Man responds, as Ben Prime, exhausted, loudly sighs, saying, “Yesss…” and allows Vomit Man to strike his Hero Watch symbol and transform into the correct alien, Techno-Bubble, represented as a tall humanoid shape made entirely out of black-and-white liquid metal, represented by glowing-blue circuitry lines forming a “ring” acting his long-necked head’s eye, with large, four-fingered hands, the absence of feet, and the gold-rimmed Hero Watch symbol on the center of his chest. Clamping his hand over Ben Prime’s Omnitrix, he coated its exterior in his liquid metal and replenished its energy.

“All better?” Techno-Bubble asks, to which before Ben Prime can respond, Negative Ultimate Humungousaur suddenly reveals, practically tearing the abandoned warehouse apart, as he bursts through and reveals himself to the heroes, roaring with rage. The two of them readying themselves, Ben Prime selects an alien form and transforms into Bullfrag, a frog-like humanoid, with characteristics including a defined jawline, black lips, long limbs, three-fingered hands, two-toed feet, and an outfit consisting of an almost-spiked pair of bright-green sunglasses covering his eyes, a black bodysuit with a green stripe down the middle, black, fingerless and toeless gloves and boots with green cuffs over his wrists and ankles, a green, white-buckled belt, and the Omnitrix symbol on his upper-chest atop a white, mechanical respirator connecting to a diving cylinder on his back.

“Bullfrag, huh? Guess Way Big was out of the question. Good enough, I guess.” Bullfrag comments, while Techno-Bubble transforms back into Orbit Man and the two heroes face off against the arrival of Negative Ultimate Humungousaur, who exclaims, “Tennyson, you have been a lingering irritation to me for TOO LONG!”

“Save your compelling monologues for when we’re ACTUALLY fighting. We’re behind an abandoned mannequin warehouse for pete’s sake.” Bullfrag responds, as roaring, Negative Ultimate Humungousaur manifests his gatling guns and opens fire at the two of them, firing a flurry of bone missiles that suddenly begin to rapidly rotate around Orbit Man, as he retracts his limbs inwards, protecting his core and becoming a literal miniature planet, as the bone missiles rapidly swirl around Orbit Man, before they’re sent soaring straight back at Negative Ultimate Humungousaur, who swings his tail toward them, causing them to prematurely detonate and render him unharmed.

Quickly, Negative Ultimate Humungousaur emerges through the massive cloud of smoke they generated, and slams his fists into the ground, creating a massive shockwave that Bullfrag avoids by enhancing his enhanced jumping strength to lunge up into the air, before extending his prehensile tongue outwards and repeatedly striking Negative Ultimate Humungousaur with several blows, revealing his tongue’s great strength. Using it as a prehensile whip, he grapples onto nearby masses of rubble with its sticky end and repeatedly uses them to smash them into Negative Ultimate Humungousaur, constantly jumping up and down to avoid being hit.

Meanwhile, Orbit Man begins to immobilize Negative Ultimate Humungousaur, starting to generate an gravitational field of increased mass around him, as he steadily discovers the increasing difficulty of simply lifting his legs up. Unable to even move, Negative Ultimate Humungousaur suddenly morphs in a flash of red light into a new form to free himself, Negative Spidermonkey leaps free, tackling Bullfrag while in mid-air and causing the two to crash atop the warehouse’s roof, brawling with another, as Negative Spidermonkey begins to rapidly fire webbings from his tail to restrain Bullfrag, eventually trapped his tongue against the ground.

Suddenly transforming into the evolved state of Negative Ultimate Spidermonkey, Albedo gains a huge gorilla-like body with black fur, pale-purple skin, a trio of bright-red eyes on each side of his face, yellow-fang-tipped, spider-like mandibles on each side of his mouth, mandible-like jaws, and although losing his tail and gaining shrunken legs, he gains a total of six, three-fingered arms, using the two lowermost sets to stand, as he confronts the restrained Bullfrag and exclaims, “You are a loose end, Tennyson… and it’s about time I finally tie you up for good...”

“Always with this ‘oh, I’m so better than you, Ben 10’ talk… can’t you go back to insults? You were at least creative with that.” Bullfrag responds, his voice slightly muffled due to his restrained tongue, as Negative Ultimate Spidermonkey angrily exclaims, “SHUT YOUR MOUTH, YOU INFERIOR OMNITRIX WIELDER! YOU CAN’T EVEN GET THE ALIEN FORM YOU SELECT AND DESIRE! IT’S ALWAYS SOMETHING RIDICULOUS, LIKE YOUR ICKTHYPERAMBULOID FORM!”

“Ick-thyper-who-now? Did you just flawlessly pronounce that?” Bullfrag asks, to which Negative Ultimate Spidermonkey, ignoring him, exclaims, “Say goodnight, Tennyson.” and raises his arms up to slam them down atop Bullfrag. Although he appears to brace himself at first, Bullfrag merely smirks toward Negative Ultimate Spidermonkey, as the latter quickly begins to realize that he can’t in fact lower his arms.

“Good morning!” Orbit Man sarcastically exclaims, floating upwards and revealing himself to be the one restraining Negative Ultimate Spidermonkey via his powers, as he gravitationally lifts several masses of rubble next to his floating body, and upon pulling Bullfrag up to free him, brings his arm downwards, sending all the masses of rubble like meteorites toward Negative Ultimate Spidermonkey, violently smashing into him and causing the entire upper-half of warehouse to be taken down with it, collapsing into a heap of debris laying atop what still remains of the lower-half of the warehouse, its sign finally collapsing and crumpling apart upon hitting the ground.

Landing, Orbit Man uses his gravity powers to free Bullfrag from his webbing restraints, before the two of them eventually revert back to his human form, and the two watch the remains of the warehouse begin to collapse on itself, soon falling to nothing but an incomprehensible mass of twisted metal, shattered glass, and rubble, as by the time it seemingly concludes, Ben Prime says, “Welp… I’m glad that’s over… right?”

“I threw like, a ton of stuff at that dude. Unless his monkey form is invulnerable, I doubt he’s gonna get back up after that.” Ben 23 responds, to Ben Prime, after brief moments of hesitation, calmly asks, “ we think we jinxed it… like some arm is going to burst through the rubble and cut off mid-sentence while we’re reassuring our doubt he’s not gonna get up?”

“What? Pfft, no, I doubt th-” Ben 23 responds, only for suddenly, a massive insectoid leg bursts from out of the rubble, alerting the two to its presence, as slowly, Negative Ultimate Spidermonkey emerges from the remains of the destroyed warehouse, now with four large spider-like legs sticking out of his back. Although he seems to be ready to brawl the two, he partially collapses, showing signs of exhaustion, as he suddenly reverts back to Albedo’s true form, a tall, slender Galvan in a corrupted, red-colored, metal-lined tunic, similar to the one Azmuth wears, and with the Recreated Ultimatrix symbol on his backside, as if his true form was also a transformation.

“You… you troglodytes… you honestly think the similar tearing-down of a building would have defeated the mind of ALBEDO?!” Albedo exclaims, slowly stumbling, as he gets back up to his feet, pointing up at the two, much-taller humans, as Ben 23 sarcastically remarks, “Maybe, your ego, if we’re lucky, little guy.” as Ben Prime snorts in response to Ben 23’s insult.

“Jokes atop jokes atop jokes! You humans are dull-witted creatures who somehow have the mental capacity to survive!” Albedo responds, shaking his fists in anger. “You wouldn’t last a day in the shoes of a Galvan! It’s because you’re all IDIOTIC, ESPECIALLY YOU, BEN TENNYSON! YOU HAVE HUMILIATED AND HARASSED ME YET AGAIN, AND I WILL NOT LET THIS EVENT BE FORGOTTEN-!”

“I’m going to stop you right now.” Ben Prime suddenly exclaims. “Do you honestly wake up every morning, saying to yourself, ‘Wow, I sure can’t wish to discover new ways to harass Ben Tennyson, because I’m not capable of ever putting any faith into him’? I feel like I’m absolutely right, and it’s going to be the end of time, the universe will be on its last leg, and you’ll still hate me… for such a smart guy, do you actually… think?”

Trembling with anger, Albedo’s true form suddenly transforms, becoming its evolved counterpart, Ultimate Albedo, represented as a huge head, protruding brain, a third eyeball on his forehead, and miniscule limbs emerging out of a mechanical, bright-red hovercraft used to move and support his head, its design based off the Recreated Ultimatrix, with a small metallic blaster on each side and cybernetic components on each side of Albedo’s protruding brain, keeping it supported, along with black lips, sharper, yellowed teeth, and the wire-surrounded Recreated Ultimatrix symbol on the center of his forehead, above his third eye, as he levitates upwards, Ben 23 staring up at his new form with disgust.


Ultimate Albedo maniacally laughing, Ben Prime merely stares on with an unamused expression and crossed arms, just suddenly, Ultimate Albedo is struck by a fireball, sending him flying back and spiraling around, the fireball having directly struck his hovercraft and sent it out of control, as eventually, Ultimate Albedo plummets straight back into the rubble of the destroyed warehouse. Ben Prime turns toward the fireball’s origin, being met with Mr. Mucky, Ben 23’s aquamarine-blue version of Swampfire.

“Yeah, he was that unappealing to look at.” Mr. Mucky responds, crossing his arms, as Ben Prime chuckled in response, and the view pans out, showing the two of them seemingly glancing around at their surroundings in preparation of cleaning it up, and Ultimate Albedo secretly escaping, emerging from the rubble by squeezing free by using the squishy body of Negative Walkatrout, before transforming Negative XLR8 and using him to flee down an empty street to escape the heroes’ line of sight, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.


His familiar DX Mark 10 slowly pulling up into the driveway of his urban home, the present-day Ben Tennyson sits in his driver seat, silently breathing and just staring forward, while his hands were eagerly gripping the steering wheel. The concerned Eunice in the passenger seat turns to face him, simply asking, “...are you okay, Benjamin?”

“N-No…” Ben Prime utters, his voice shaky. “...I-I think that I might need to lay down when we get inside…”

“You haven’t seen your family in months… are you sure you don’t want to at least greet them?” Eunice asks, briefly glancing in the rear-view mirror to reveal the sleeping Ben 23 and Dr. Blurakami, to which Ben Prime, tightening his grip, abrasively responds with, “I’ll try… but I can’t make any promises…”

Exiting the driver seat, the scene shifts a few moments ahead, showing Ben Prime and Eunice, alongside the now-awake Ben 23 and Dr. Blurakami, as Ben 23 rings the doorbell to the alternate version of his house, unaware of how distressed Ben Prime currently is, and awaits a response. The door slowly opens, as an aged, although fair-skinned blond woman, with dark-green eyes and bright-green clothing, slowly reveals herself, asking, “Honey?” in a confused tone at the sight of Ben 23.

“Somewhat.” Ben 23 responds, gesturing Ben Prime forward, as he slowly approaches what was now revealed to be Sandra Tennyson, Ben’s mother, as Sandra, recognizing her son, immediately opens the door all the way, looking him over, and embraces him. Ben 23 smirks at this sight, as slowly, Sandra is followed by Carl Tennyson, a similarly-aged man with brown hair and eyes, Ben Tennyson’s father, who exclaims, shocked, “Ben!”

“Hey, dad.” Ben Prime states, as his father similarly braces, before only him, and his oddball-appearing guests, to enter the house, though Dr. Blurakami stays behind, which Carl notices, asking, “Is something the matter, Ms…..?”

“Dr. Glenda Blurakami of the Citrakayah race... I have… something to take care of… Mr. Tennyson... but I’ll enter very soon...” Dr. Blurakami timidly responds, to which Carl closes the door behind her. Using her enhanced speed, she rapidly sprints to the backside of Ben’s car and sharply inhaling and exhaling, her hands trembling, she opens the back of his car, and begins to steadily reveal something, or someone, inside, signified by the sounds of a groaning voice, as a terrified, albeit smiling Dr. Blurakami states, “Rise and shine… sleepy head...”

Within the living room of his home, Ben Prime sits on his couch, draped in a blanket and sipping a mug of tea, surrounded by his parents, Ben 23, and Eunice, as Sandra asks, “Ben, I’ve been so worried about you… you’ve completely cut contact with others for the past few days! What’s happened? Did something go wrong?!”

“Nothing went wrong… in fact, I needed those few days.” Ben Prime responds, lowering his mug. “My uh, ‘hero time’ is getting unhealthy, so much so that literally ‘me’ has noticed it, and has been by my side for a while.”

“This is Benjamin Tennyson of the 23rd dimension. He’s an alternate, younger counterpart.” Eunice speaks. “He is dubbed ‘23’ to differentiate him for your own Benjamin.”

“I do also go by ‘Ben’...” Ben 23 sarcastically remarks, crossing his arms and revealing the sleeping Skurd 23 atop the Hero Watch,, as Carl asks, “I don’t understand, he’s… you? From another world?” and Ben Prime reassures, “Yup, he’s not ‘Ben 10’, he’s more ‘Ben 23’...” before sipping his tea.

“Are they… aware of me? I may introduce myself if needed.” Eunice asks, to which Ben Prime responds, stating, “No, I’ve told them about you, Eunice. They know about all my past partners.”

“You’ve… have had past partners?” Ben 23 asks, confused, to which Ben Prime clarifies, “Rook’s not always by my side, sometimes in situations where I need help. Right now, he’s teaching academy classes for the summer, so I’m familiar with having a partner substitute. Sometimes, it’s Lucy. Sometimes, it’s Sunny. Sometimes, it’s Ester. Once, it was Fistina. Would recommend her, but she does like to punch a lot of things, so...”

“Have you talked to Gwen recently? Kevin too?” Carl asks, to which Ben Prime responds, “I was hoping I’d meet Grandpa Max here, but I guess he’s still out of Bellwood. I was going to call him soon. I just really need people to be at my side right now. Something’s… happened that has thrown my entire world out of flow.”

“Would you like me to go call them? I’m sure none of them are busy at this time of day…” Sandra asks, to which Ben Prime nods and says, “Yes, please.” in response. As Sandra steps out of the room, the front door opens, as slowly, Dr. Blurakami enters, closing the door behind her, as Ben Prime turns around to face her, the two exchanging an awkward staring contest of hesitation, as Ben Prime mumbles, “Is he okay?”

“He doesn’t feel well. Mentally-wise.” Dr. Blurakami responds, as she looks up toward Carl and greets him again, waving and saying, “Greetings, Mr. Tennyson.”

A loud, audibly-monstrous yell emits from outside, to which Dr. Blurakami, using her enhanced speed, quickly shoots back outside toward the source of it, as Carl, confused, turns toward Ben and asks, “Who… is that? Another ally?”

“I’ve only known her for a couple hours. Her name’s Dr. Blurakami.” Ben Prime responds, to which Carl comments, “I know that… what was that noise outside?” as Ben Prime, briefly hesitating and gaining an expression of terror, slowly responds, “My… car’s making strange noises... Dr. Blurakami… is also a mechanic.”

“You sure? I’ve never seen who’s a doctor who’s a mechanic, yet again, I’ve never seen an alien doctor.” Carl responds, as the sounds of monstrous yells amplify from outside, to which Eunice, worrisome, steps up, says, “Excuse me, I better help our ‘mechanic’...” with obvious sarcasm in her voice, and exits out the front door, swiftly being followed by Ben 23, who has been squirming in how awkward the situation is for the past few minutes, seeing the silhouette of Dr. Blurakami being flung a few feet through the front yard window, and as a result, quickly shutting them, before heading outside with Eunice moments later, flashing an uncomfortable smile toward his alternate counterpart in the process.

“Albedo, PLEASE! ACT CIVILIZED! YOU SAID YOU’RE BETTER NOW!” Dr. Blurakami exclaims, swiftly getting back up to her feet, and narrowly avoiding a series of ectoplasmic chains propelled toward her in an attempt to grab her. Replicating Citrakayah speed, Eunice quickly rescues Dr. Blurakami, scooping her up and out of the way of the growling Albedo.

A flash of blue light emitting partially off-screen, the dark-pink-skinned Handy Man, Ben 23’s version of Four Arms, leaps out and grapples onto Albedo’s back, wrapping his lower-pair of arms around his waist and attempting to restrain him. Although more mentally-lucid than he was in Chapter 3 and much of 4, he was still brimming with rage, as he violently hisses and snarls, attempting to yank Handy Man off.

“Alright… breathing exercises… calm down, big guy… calm down…” Handy Man softly speaks, as soon, Albedo’s eyes grow droopy as his lingering burst of anger begins to rapidly wane. Falling to his knees, Handy Man releases him and slowly lays him on the grass. Releasing Dr. Blurakami, Eunice asks Albedo, “Are you okay?” as Albedo only responds with a prolonged groan, as he lays the side of his head into the grass.

“Albedo… please stop acting like this… you’re not a monster, I know you aren’t.” Dr. Blurakami begs, slowly kneeling beside Albedo, as he turns his head away in frustration and grumbles incoherently, to which Dr. Blurakami strokes his hair in a comforting manner, saying, “Don’t you remember what you said to Benjamin Tennyson, that you didn’t want to be a monster anymore?” to which Albedo responds, although his response is muffled due to how his head is turned away, and Dr. Blurakami asks, “What?”

I said, that was the Necroterran life-force talking…” Albedo repeats, turning his head toward Dr. Blurakami to make his repeated message clearer, before turning his head away again, as Dr. Blurakami, ticked off, exclaims, “No, it wasn’t, so stop acting like that! Are you Albedo or this ‘Amalgabedo’?!”

I’ve asked myself that question everyday for the past 10 years.” Albedo responds, as Dr. Blurakami stares with an expression of denial and disbelief, briefly looking up at Ben 23, who merely shrugs, holding her hands up, then toward Eunice, who comments, “Can I take over?”

Sighing, Dr. Blurakami slowly reels back from Albedo, rubbing her arm and saying, “Sure, don’t do anything rash though.” as Eunice, walking over to Handy Man, plants her hand on his shoulder, replicating his enhanced strength, as he walks over and suddenly grabs Albedo by the hair, forcing his head upwards and revealing his face. Aggravated, Albedo squawks with rage, as Eunice demands, “Quit acting like an animal! You’re Albedo of the Galvan race, some of the most intelligent species in the cosmos, and even pledging loyalty to Ben Tennyson, the human who BROUGHT YOU back from DEATH, you continue to throw your little TANTRUM!”

Enraged, Albedo blasts Eunice in the face with a plasma blast of freezing flames, to which Eunice, thanks to her absorbed Tetramand abilities’ heat resistance, was unaffected, as she stared unamused and merely retorts, “I don’t agree with your tactics, Albedo!” and upon Albedo making attempts to headbutt Eunice, she holds her hand toward Handy Man, exclaiming, “23! Your Nemuina form, now!”

Staring in confusion, Eunice, pushing Albedo’s face back with one arm, turns toward him, yelling out, “THE SLEEPY FAIRY ONE, 23!” as off-screen, Handy Man complies and upon smacking the Hero Watch symbol on his shoulder, transforms into Nighty Knight, flying over toward Eunice and laying his hand onto her palm, allowing her to gain his Pesky Dust variant’s abilities and grant her projectile sleeping dust, which she uses to spray out the hand pushing Albedo back and cause him to steadily lose consciousness, collapse to the ground. Eunice, standing back up, dusts herself off and looks at Dr. Blurakami, stating, “Was he seriously always like this?”

“No…” Dr. Blurakami responds, frustrated. “He was always the quiet type, always reclusive, never-speaking in languages that were English… but now, I find out that he’s no gentle giant, he did that as a ruse to prepare himself for the day he’s finally graced with the chance of escape...”

Before Eunice can even respond, the trio, Nighty Knight reverting back to his human form in the process, are suddenly alerted to the arrival of a green-and-black muscle car, with a visible hotrod engine and a striped design on the middle of its front hood, containing an emblem with the number 11. Staring up like deer in literal headlights, the muscle car abruptly halts halfway in the driveway, as the driver seat slowly opens to reveal a 26-year-old, confused Kevin Levin, who glances over the top of his car at the trio, before finally asking, “ this a bad time?”

“Potentially, but your departure is not needed.” Eunice responds, as slowly, the window to the passenger seat of Kevin’s car lowers, revealing the face of a 25-year-old Gwen Tennyson, wearing blue-rimmed glasses with her hair tied back, who meets the gaze of Dr. Blurakami, as the latter of which asks, “Gwendolyn, is that-?”

“What’s going on? Where’s Ben? His mom called us to-” Gwen asks, bewildered, before suddenly, the five of them are startled by the slowly-recovering Albedo, getting back up to his feet while awkwardly contorting his limbs and opening his eyes one-by-one. Eunice readying her replicated Tetramand strength and Ben 23 activating the Hero Watch, Albedo fully stands up, facing Gwen and Kevin, as he stares with an expressionless gaze, flickers of electricity discharging from her skull, and speaks, “He is inside...

Meanwhile, inside one of the bathrooms within Ben’s house, Ben Prime rinses his face with sink water, staring up at his mirror with a look of exhaustion, seeing the bags under his eyes. In the process of combing his messy hair back, Ben opens his mirror cabinet and takes a stick of deodorant out, however upon closing the mirror cabinet, Ben is startled by the presence of a silhouette behind his shower curtains, directly behind where he is. Startled and nearly shouting out, Ben wipes his body around so fast to face the shower curtains, so fast he nearly collapses atop the sink curtain.

Terrified, Ben Prime suddenly transforms out of pure reflex, becoming a tall and thin humanoid otter-like alien with dark-brown fur, four-fingered hands, and a black, green-striped outfit resembling a swimsuit with the Omnitrix symbol on his chest. Lunging forward, the alien, Faucet, rips the curtains open, magically manipulating the running water in the sink to attack whoever he had seen, only to discover no-one was there. Left there standing, Faucet faces the mirror again, still seeing nothing, and loudly sighs, before reverting back to his human form.

“I’m not getting enough sleep.” Ben Prime says to himself, before staring into his empty shower. Transforming again in a flash of green light, Ben Prime investigates his shower as Rollback, using his chronological reversal powers to see if anything was truly there, or was in there, but again, there was nothing. Frustrated, Rollback scoffs and turns back to his mirror, only to be horrified by a blurry, bright-red mass occupying where his face should be, and within an instance, Rollback smashed the mirror with his fist, destroying the bizarre illusion, before he retracts his fists and upon realizing what he had done, uses his powers to repair the mirror, again seeing nothing in there.

“There was something… I’m absolutely sure there was something… this isn’t sleep deprivation, what the hell is in MY MIRROR?!” Rollback exclaims to himself, gripping his head and closing his head in frustration, and upon opening his eyes, Rollback discovered the still-flowing sink’s water was tinged bright-red and appeared warped, almost “blurry”, leaving Rollback’s petrified gaze affixed to it.

“This is… this is real… I can SEE IT!” Rollback exclaims, dipping his hand into the water and finding that despite its transparency, Rollback’s hand had vanished as if the water was opaque. Pulling his hand out, Rollback stared in horror at his hand, which had now only partially reverted back to his human form’s hand, but was drenched in the now-viscous red fluid. Moments later, Ben had discovered that he was now in his human form, as if he had not even transformed to begin with, as he soon began to hear the sink’s pipes creak and start to slowly drip with the fluid. The sink starting to flow over and the walls becoming distorted as if he was hallucinating, Ben looked around in terror before he realized what was going on.

“This… these are mind games… psychic abilities... distorting my perception of reality and making me see things that aren’t real… I know what you’re doing, but who could you be?” Ben Prime asks. “Zs’Skayr? Dr. Psychobos? The Mainframe? SHOW YOURSELF!!”

As a sharp ringing begins to fill the air, it slowly begins to transform into an eerily-familiar, but bizarrely-distorted tune, occupied by high-pitched whistling and inverted-sounding guitar riffs. Ben Prime’s reflection in the mirror grows frozen and slightly distorted, as if it was a paused VHS tape, as Ben Prime attempts to activate his Omnitrix, only to discover it was entirely unresponsive to his interactions.

As his entire world was growing more and more tinged red, Ben Prime clenched the sides of his head and closed his eyes, attempting to block out the visual and auditory hallucinations, as slowly, a bright-red blur began to rapidly manifest from his mirror, morphing into the silhouette of a hand. Slicing through the atmosphere like a knife and cutting off the distorted ambiance, the silhouetted hand suddenly smashes through the mirror, sending glass shards to the flooded floor, as Ben Prime forcefully opens his eyes and lowers his hands, seeing a dark, mechanical left hand slowly emerge from the mirror, glowing with lines of bright-red circuitry, and grab onto the side of the shattered mirror.

“WHO ARE YOU?!?!” Ben Prime demands, terrified upon realizing that his surroundings were no longer a “bathroom” but a distorting, blackened void of random, jumbled pieces of various rooms from his home, the floor he stands now the living room couch he was sitting on earlier, and the shattered mirror and sink laid disembodied and floating within the black void, surrounded by broken pipes and floating glass shards. The hand steadily emerged, followed by a pitch-black arm, as slowly, an entire humanoid shape, its posture hunched and misshapen, stood before Ben Prime, standing where a ground should be, its hand the source of partial coloration and light to its distorted appearance.

As it clenched a cane in its hand, it seemingly spawned a fedora atop its featureless head out of nowhere, before it finally spoke in an otherworldly voice.

“...noƨγnnǝT nǝꓭ ...mɒ I”

“...bǝɈɒmiɔǝb υoγ blɿow ɒ moɿʇ mɒ I bnɒ…”

“What… the HELL ARE YOU TRYING TO SAY?! I CAN’T UNDERSTAND!” Ben Prime yelled out in fury, as releasing its cane, allowing it to merely float statically within the void, it held out its open palm toward Ben Prime, its mechanical palm crackling with bursts of red electricity.

“...noiɈɒǝɿɔ nwo ɿυoγ ʇo ǝɿɒmɈʜϱin lɒiɈɒqƨ ɒ mɒ I”

Still unable to understand the newcomer, Ben Prime’s franatic interactions with the Omnitrix proved ineffective and attempting to force himself to transform through a mental thought, accessing the Master Control’s mental-based transformations, Ben Prime finally manifested into the form of Four Arms, before suddenly noticing the ground beneath him was crumbling away. Lowering his hand back, the unknown figure grabbed his cane and continued to “speak”.

“...ǝɔnǝɈƨixǝ ʇo ǝnɒlq ɿυoγ no Ɉ'nƨi Ɉɒʜw ǝϱɒmɒb Ɉ'nɒɔ υoγ Ɉυd ˎǝʞil b'υoγ llɒ ǝm ʞɔɒɈɈɒ nɒɔ υoγ ...Ɉʜϱiʇ bnɒ γɿɈ Ɉ'noꓷ”

Angrily lunging forward, Four Arms, unable to hear his warnings, lunged at the unknown entity, slamming him into the bizarre entity and causing his form to violently warp and distort, surging with visually-distorted, almost-”pixelated” energy, as his limbs briefly and rapidly grotesquely stretched and contracted, his torso twisting inwards before uncoiling, and his head comically stretching upwards before flattening downwards for an interval just shy of a full second. Barraging it with blows, the entity remained unaffected, as he continued to “speak”.

“...ǝmiɿꟼ ˎǝm moɿʇ bǝddoɿ υoγ ƨǝvil ǝʜɈ ɿoʇ γɒq bnɒ ...ʞɔɒႱ bǝbnɒH-Ɉʇǝ⅃ ʇo ǝmɒn ǝʜɈ ɿɒǝʇ lliw υoY”

“CAN IT!” Four Arms yelled, slamming his fist into what could be considered its jaw, as it was violently sent crashing back into the disembodied bathroom sink, crushing its porcelain frame under his weight. Contorting violently and emitting a series of ear-splitting shrieks, the entity suddenly flew back at Four Arms, causing him to flinch from shock, as soon, the entity appeared to briefly glitch, grab its cane, and slowly head back inside the mirror, feet first, as Four Arms steadily began to realize that it wasn’t fleeing: time was literally being reversed. It gave off one final, incomprehensible message before it vanished back inside the mirror, surrounded by a levitating cascade of glass shards reforming into the mirror.

“...oɿǝʜ ˎǝbiƨqilʇ lɒnoiƨnǝmib ǝʜɈ no υoγ ǝǝƧ”

And within a single moment, Four Arms blinked both of his pair of eyes, and found himself standing within his silent bathroom, and reverted back to his human form, although the sink was overflowing and smashed to pieces, alongside the now-broken mirror. The doorknob to the bathroom jingles, followed by the worried voice of Sandra, asking, “Honey, are you okay in there?!”

Heavily breathing, Ben Prime looked at the palms of his hands, then the back of them, before he slowly examined and felt the walls. Another series of jingles to the locked bathroom’s door knob prompts Ben Prime to respond, “I’m okay…” in a soft, frightened voice, and moments later, emerge from the bathroom as Rollback, having used him again to fix the damage he unintentionally caused.

“Honey, what happened?! I hear you shouting at something in here! Are you okay?!” Sandra frantically asks, to which Rollback, attempting to simply walk away, halts his tracks, revert back to his human form, and slowly turns to face his mother, with an expression showing the true exhaustion in Ben Prime’s eyes, as he bleakly responds with, “I’m fine.”

“Your cousin Gwen and friend Kevin are both here.” Sandra worriedly responds, although seemingly reassured Ben Prime was doing fine, but as Ben Prime nods in response and attempts to rush down the hallway toward the front door, he is abruptly stopped by Sandra laying a hand on his shoulder, asking, “...Ben… are you doing okay?”

“I… I haven’t… recently… but those times are going to end… I have allies to help me… get through what’s going…” Ben Prime slowly responds, turning to face Sandra. “I just… had an episode while in the bathroom… nothing to worry about.”

“Episode? What kind of episode?! Are-” Sandra asks, frightened, to which Ben Prime removes her hand from his shoulder and quickly hugs him, softly speaking, “’s fine, Mom... I’m gonna be okay...”

“If you’re absolutely sure…” Sandra says, hugging Ben Prime in response, as soon, the two disconnect and Ben Prime heads down the hallway, pulling out his earpiece in his pocket while speed-walking, putting it in his air, and activating it, exclaiming in a frantic, but quiet tone, “Eunice, come in… Eunice, there is some sort of psychic villain in MY house... it just attacked me in my bathroom, and-... Eunice, come IN! EUNICE, PICK UP! UNMUTE YOUR EARPIECE!”

Frustrated by the lack of a response, Ben Prime scoffs, plucking the earpiece from his ear and stuffing it back into his pocket, as he slowly enters his living room, discovering Carl sitting around his coffee table, who turns to face Ben Prime and gestures toward the front door. Slowly opening the door, Ben Prime steps outside, being met with the sight of Gwen and Kevin, partially emerging from Kevin’s car, and staring off with the mutated Albedo, with Ben 23, Eunice, and Dr. Blurakami standing behind him.

“EUNICE!” Ben Prime yells out, as Eunice, confused and slightly startled, turns to face Ben Prime, exclaiming, “TENNYSON!”

“BEN?!” Gwen yells out, confused, before Albedo, suddenly using his gravitational powers, violently pulls Gwen out of the car, throwing her into the grass, as Kevin, gritting his teeth in anger, slams his hand against the hood of his car, revealing his alien mutant powers of matter absorption, as he covers his body in an armor-improvised material made from the same metal, and jumping atop his car, morphs his hands into a pair of spiked maces. Lunging at Albedo, he slams him in the face with one mace, before Albedo merely grabs him by the leg, holding him up in the air, and swings around, bashing him with his Evolved Vaxasaurian tail and sending him crashing into the grass. As Dr. Blurakami gasps in shock, Ben Prime, horrified, yells out, “ALBEDO! WHAT ARE YOU DOING?!”

I know what this is now… it’s a trick… you played me like an Earthly musical instrument...” Albedo says. “You brought them here to hold me down… to make sure I’m sent back to the Plumbers… TO BE IMPRISONED BACK IN THAT FACILITY UNTIL THE END OF TIME!!

“That’s not true!” Dr. Blurakami yells out, as Albedo retorts, pointing toward her with a talon-clawed finger, “You are the only person who’s understood me, Blurakami, but you don’t understand the complexity of how I think, especially after finally feeling mental clarity in years!

“ALBEDO, WHAT ARE YOU TALKING ABOUT?! I SAVED YOU FROM DEATH! WHY WOULD I BETRAY YOU?!” Ben Prime yells, as Albedo, pointing toward him, says, “Because even if I’m loyal to you now, I don’t trust you… and I WON’T let my guard down and pay the price for it, Tennyson! YOU ALREADY PROVED ME WRONG, SO PROVE ME WRONG AGAIN! SHOW ME THAT YOU’RE TELLING THE TRUTH!

“HE IS TELLING THE TRUTH, YOU DOLT!” Eunice yells out, as Albedo, enraged, turns toward Eunice and manifesting a fireball of blue flames from one of his hands, launches it toward Eunice, exclaiming, “SHUT YOUR MOUTH, YOU GLORIFIED PROTOTYPE!” before suddenly, the fireball is cut off moments from striking Eunice by a bright-pink construct of mana, formed by the recovered Gwen.

Shocked, Gwen suddenly fires out a series of mana constructs from his hands, forming chain-shaped constructs of mana that begin rapidly wrapping around Albedo’s arms, as Albedo struggles against them, releasing a series of monstrous growls and hisses that terrifies Ben’s nearly-arriving allies. Screaming out in desperation, Albedo desperately demands, “LET ME GO! GET OFF OF ME! NOOOO!! RELEASE ME!!

“Ben, transform into Comatose and put this dude asleep already!” Kevin exclaims, similarly recovering, as Dr. Blurakami defiantly yells out, “STOP! DON’T RESTRAIN HIM! YOU’RE JUST UPSETTING HIM MORE!!”

Eyes flaring with rage, Albedo violently unhinges his jaws with a series of pops, and slowly exclaims, “L-LET… ME… GOOOOOOOOOOOOOOOO!!!” and releases a powerful sonic scream that violently shatters his mana restraints, freeing his arms, and throws several of Ben Prime’s allies, including Gwen, Ben 23, and Dr. Blurakami, back into the ground. Kevin still standing, he rushes at Albedo, attempting to attack him, but is effortlessly thrown back by Albedo’s gravitational abilities, sending him crashing into the side of his car.

Suddenly flinches upon a fireball making contact with the side of his head, as he turns to face the newly-transformed Swampfire, who, clutching fireballs in his palms, demands, “Back away from them, Albedo, NOW!”

You don’t care about me… you don’t understand me… I’m insulted that you and your MORONIC allies don’t even come CLOSE to understanding what 10 years in that HELLHOLE did to me! I DON’T WANT TO BE THIS, BUT THIS FORM’S URGES BLEED INTO MY INTELLIGENCE!” Albedo exclaims, grasping these sides of his head. “I FEEL NOTHING BUT MENTAL CLARITY, THEN RAGE AND ANGER! YOU DON’T UNDERSTAND HOW AGONIZING THIS FEELS, TO ONLY PARTIALLY HAVE CONTROL!

“I do, Albedo…” Dr. Blurakami groans, struggling to get back up to her feet, to which Albedo faces her and simply states, “I know you do… you’re the only one… but that’s just it: the ONLY one… I don’t want to inflict trauma on Ben, because I want to enjoy the pain I bring to him… I want to inflict trauma so he can understand how much it hurts so damn much to be like this...

“Albedo, you’re wrong… because I think I have a pretty good idea already…” Swampfire responds, as he primes the Ultimatrix symbol on his chest and smacks his head down on it, causing it to suddenly sprout four metallic prongs. Surrounded by bursts of green light, Swampfire’s flesh calcifies into dense wood, and his backside and forearms sprout bulbs of dark-blue methane, as rapidly, he evolves into his modern-day version of Ultimate Swampfire, ready to face off against Albedo.

“I have to admit, Tennyson… you gave a pretty good taste of your Omnitrix’s new, yet familiar capabilities back in the streets… and I’d like nothing more to see more of it...” Albedo utters, baring his dual wrist claws from his rocky hand, as Ultimate Swampfire merely states, “… you… wish…”

Meanwhile, Eunice, hiding behind the opposite side of Ben Prime’s car, opens a hidden compartment on the back of her left hand, pulling out her earpiece and putting it into her ear, as she makes contact with an unnamed caller, exclaiming, “Jennifer! Come in, Jennifer! This is Eunice, and Benjamin Tennyson and I need your immediate assistance! Repeat, Benjamin Tennyson and I need your immediate assistance!” 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

  • A lengthy flashback of Ben Prime fighting Albedo is depicted, resembling the one shown off in Chapter 1, although instead of being in the age of Ben 10: Ultimate Alien, instead took place during the events of Ben 10: Omniverse, seen through Ben Prime utilizing newfound alien forms and no longer possessing the original Ultimatrix model, while being aided by the younger, 13-year-old counterpart of Ben 23, and Albedo now possessing his Recreated Ultimatrix stabilizer and regained access to his Galvan form.
    • Although Albedo proves himself as a much more dangerous threat, with usage of several Ultimate forms, that greatly overpowers the two Omnitrix wielders, their semi-coordinated teamwork eventually and finally defeats him, and Albedo is begrudgingly forced to escape, pledging to never place any trust or loyalty in Ben, although his promise was broken during the events of Chapter 4.
  • The story of present-day Ben Prime, Ben 23, Eunice, Dr. Blurakami, and Albedo continues after the events of Chapter 4, with Ben Prime coming home to greet his parents and allies for the first time in ages, after the massive blow to his mentality from accidentally killing Albedo with the raw firepower of Ultimate Kugelblitz.
    • Ben Prime meets both Sandra and Carl, his parents, again, introducing them to Ben 23 and Eunice, and also mentioning many past partners he's had in place of Rook, including Lucy, Sunny, Ester, and Fistina, while Dr. Blurakami attempts to obtain the defeated Albedo from the trunk of Ben Prime's car, due to the fact he wouldn't have fit in the seats himself and was too exhausted to run.
    • For unknown reasons, Albedo is incredibly moody and rude, regressing back to his monstrous state and chalking up his speech concluding the events of Chapter 4 to purely originate from the Necroterran life-force infused into his system to revive him from death, attempting to attack both Ben 23 and Eunice, although he is temporarily calmed by both Handy Man and Eunice using the projectile sleeping dust of a Nemuina.
  • Inside the Tennyson household, Ben Prime is terrorized with bizarre visions of what appears to be the fedora-wearing entity from the events of Chapter 8, until reality itself begins to crumple around and the very entity, possessing a cybernetic hand, erupts from his mirror, speaking backwards unintelligibly, and breaking the fourth wall by generating a corrupted, backwards version of the 2005 original series' credits theme with his arrival.
    • Ben Prime, struggling to transform, finally manages to transform into Four Arms and attacks the unknown entity, who violently convulses, his physiology distorting wildly, before seeming to "reverse" time and vanish back into the mirror, leaving Ben Prime alone and terrified with the belief it was some sort of psychic supervillain that attacked him.
  • Ben Prime rushes outside to alert his allies that some sort of villain had attacked him with the confinements of his own home, although is greeted by an enraged Albedo knocking the newly-arrived Gwen and Kevin aside, with Albedo believing Ben Prime had contacted them to assist in returning Albedo back to the rehabilitation facility.
    • Ben Prime denies these ideas, but Albedo, sensing potential betrayal, refuses to believe him and Gwen's attempts to restrain him through mana causes him to be wildly enraged and throw several of his allies back, revealing that he feels nothing but agony due to the fact despite his newfound mental clarity, he keeps regressing back to his animalistic urges and wants to inflict pain not because he enjoys it, but because he has to make others understand what he's going through.
    • Ben Prime is forced to intervene and transform into Ultimate Swampfire, the very same alien that defeated Albedo during the flashback of Chapter 1, agreeing to the promise that if Albedo is defeated by him, he'll finally believe that Ben Prime cares enough to not betray him.
    • Meanwhile, Eunice seeks help, attempting to call an unknown ally merely named "Jennifer" to assist both her and Ben Prime.

Minor Events

  • In the flashback, Ben 23 has revealed to have changed the name of his version of Eye Guy to differentiate him from Ben Prime's version of said alien, now dubbing him Public Eye.
  • According to Albedo, his ambush on the duo within the warehouse was because Ben Prime presumably "slandered" Albedo on the Extranet prior to the flashback's events, although Ben Prime denies it was him, believing it was an alternate version of himself impersonating him and trying to get him into hot water, although Albedo refuses to believe his denied excuses.
    • Although not directly stated, this was actually Bad Ben's doing, who may or may not have used his Alien X form right after he had unlocked it for the first time.
  • Upgrade, and Galvanic Mechamorphs overall, are revealed to be able to use his technokinesis to recharge an Omnitrix and negate a current cooldown, which Ben 23's version of Upgrade, or Techno-Bubble, uses to recharge Ben Prime's Omnitrix and allow him to transform into Bullfrag.
  • Ben Prime is revealed to still have the DX Mark 10 he had since he was 15 years old.
  • Skurd 23 is briefly shown sleeping atop the Hero Watch, revealing that he likes to sleep a lot while out of battle, contrasting with the brash, almost-hyperactive nature of Skurd Prime.
  • Ben Prime mentions several other temporary partners he's in place of Rook and Eunice, including Lucy Mann, Sunny, Ester, and Fistina, confirming the four of them entered Plumber's Academy, and that both Sunny and Fistina are no longer antagonistic characters.
    • According to Eunice, she was not personally aware that Ben Prime had any previous temporary partners, but doesn't mind in the slightest.
  • The arrival of Kevin's car reveals that it is the same one from the later events of Ben 10: Omniverse, but now repainted to resemble his old, bright-green and black-striped car.



  • Ben Prime (flashback and present-day)
  • Ben 23 (flashback and present-day)
  • Eunice
  • Dr. Glenda Blurakami
  • Sandra Tennyson (first reappearance)
  • Carl Tennyson (first reappearance)
  • Skurd 23 (cameo)
  • Kevin Levin (first present-day reappearance)
  • Gwen Tennyson (first present-day reappearance)
  • Grandpa Max (mentioned)
  • Rook Blonko (mentioned)
  • Lucy Mann (mentioned)
  • Sunny (mentioned)
  • Ester (mentioned)
  • Fistina (mentioned)
  • Jennifer (mentioned)


  • ʞɔɒႱ bǝbnɒH-Ɉʇǝ⅃ (first proper appearance; cameo in flashback)


  • Albedo (flashback and present-day)
  • Zs'Skayr (mentioned)
  • Dr. Psychobos (mentioned)
  • The Mainframe (mentioned)

Aliens Used

By Albedo (Flashback)

  • Negative Humungousaur (x2; both times off-screen)
    • Negative Ultimate Humungousaur (x2; first reappearance of Ultimate Humungousaur; both times off-screen transformations)
  • Negative Crashhopper (off-screen transformation)
    • Negative Ultimate Crashhopper (first appearance of Ultimate Crashhopper)
  • Negative NRG (first reappearance of unsuited form)
  • Negative Wildmutt (cameo)
    • Negative Ultimate Wildmutt (first reappearance of Ultimate Wildmutt; cameo)
  • Negative Spidermonkey (cameo)
    • Negative Ultimate Spidermonkey (first reappearance of Ultimate Spidermonkey)
  • Albedo's True Form (off-screen transformation)
    • Ultimate Albedo
  • Negative Walkatrout (cameo; off-screen transformation)
  • Negative XLR8 (cameo)

By Ben Prime (Flashback)

  • Perk Upchuck (first reappearance; intended alien was Atomix)
  • Mole-Stache (first reappearance; intended alien was Gravattack)
  • Water Hazard (intended alien was Big Chill)
  • Bullfrag (first reappearance; intended alien was Way Big)

By Ben 23 (Flashback)

  • Mr. Mummy (off-screen transformation)
  • Public Eye (off-screen transformation)
  • Speedyquick (off-screen transformation)
  • Muck-A-Muck (off-screen transformation)
  • Orbit Man (x2; first reappearance of Gravattack; first time off-screen transformation)
  • Vomit Man (Perk; vocal cameo)
  • Techno-Bubble (first reappearance of Upgrade)
  • Mr. Mucky (vocal cameo; off-screen transformation)

By Ben 23

  • Handy Man (off-screen transformation)
  • Nighty Knight (cameo)

By Eunice

  • Citrakayah (enhanced speed/agility; gained from Dr. Blurakami)
  • Tetramand (enhanced strength/heat resistance; gained from Handy Man)
  • Nemuina (projectile sleep dust; gained from Nighty Knight)

By Ben Prime

  • Faucet (first appearance; cameo)
  • Rollback (x2; second time cameo and off-screen transformation)
  • Four Arms
  • Swampfire (off-screen transformation)
    • Ultimate Swampfire (vocal cameo)


  • The main setting of the flashback, the "Manny & Ken's" abandoned warehouse, calls back to the same location from the Ben 10: Alien Force episode, The Gauntlet, where a Techadon-gauntlet-wielding Cash and Kevin fought. As of the conclusion of the flashback sequence, the warehouse was accidentally destroyed by Orbit Man.
  • Negative Ultimate Cannonbolt was originally intended to take place during the flashback, being the cameo transformation that was quickly defeated by Orbit Man, but it was changed to Negative Ultimate Wildmutt due to wanting Ultimate Cannonbolt to make his reappearance at a later date.
  • Mr. Mummy's addition in the chapter was added to make up for the lack of the 2005-original-series flashbacks of Ben 10: Omniverse's usage of 11-year-old Snare-Oh, in addition to 11-year-old Blitzwulf, who Ben 23 was going to use his version of in either the flashback, instead of Speedyquick, or in the present-day, instead of Handy Man, and be acknowledged as an alien he has recently unlocked, but his appearance was scrapped due to not wanting his version of Blitzwulf to appear too early.
  • Mr. Mummy's line of "Don’t worry, Ben, I got this UNDER WRAPS!" bares reference to the 2005 original series, "Underwraps" which contained the debut and first appearance of the unnamed Thep Khufan minion of Zs'Skayr, and the overall first appearance of Thep Khufans in the franchise.
  • Mole-Stache, and briefly Water Hazard, singing the "One, Two, Buckle My Shoe" nursery rhyme while fighting Negative Ultimate Crashhopper and Negative NRG was a gag idea not intended to make into the final product, but the creator, WTB felt it was ridiculously hilarious and fitting for Mole-Stache's personality that it stayed.
  • Orbit Man briefly mentions Barnacle Man, his version of Water Hazard, and alongside the name of Mr. Mummy, his version of Snare-Oh, both names were pitched by the user Alanomaly.
  • The abandoned mannequin warehouse is not repaired by either Omnitrix wielder after the events of the flashback, as Ben Prime believes the warehouse was to be demolished eventually, and did not create surrounding collateral damage when destroyed by Orbit Man.
  • Gwen and Kevin were originally meant to be already at the Tennyson household, waiting for Ben Prime, but their arrival was changed to later due to a lack of a reason why they would be there, as Ben Prime's arrival back home was a surprise to both of his parents.
  • Julie Yamamoto was originally meant to be mentioned apart of the names Ben Prime listens off apart of his other temporary partners in place of Rook Blonko, but it was removed, due to the idea that Julie would seek out to become a Plumber felt unnatural.
  • Carl was originally meant to briefly come outside when Ben Prime transforms into Swampfire, and become terrified at the sight of Albedo, but was coaxed back inside by Swampfire. However, the brief sequence was scrapped because it was decided that Ben Prime's parents shouldn't get potentially involved with the soon-to-come fight, in fear of becoming targets by Albedo.
  • Ultimate Swampfire was a last-minute addition to the chapter's conclusion, and was added to reference Ben Prime's usage of him against Negative Eye Guy, all the way back in Chapter 1.
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