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No Strings Attached is the fourth episode of the first season of Back in Action: Alien Universe.


When some of Ben's fans feel they've found Ben Tennyson, an alien approaches them, giving them their own chances at the lime light.

Major Events

  • Ben (as Upgrade) has a Galvanic Mechamorph offspring named Ken, forcibly merged with Julie.
  • Karin makes her first appearance.


Part I

[We open back at Magikfest that same night, about an hour after the incident. A trash collector arrives to pick up some trash. While inspecting the location after finally filling his Dump Truck, he finds a body lying on the ground. He feels for a pulse. There is one, but the trash collector can see there is no Cyogen crystal in this alien's body, a necessary crystal in the body of an Ice-based alien. The ice alien's life is fading, so the collector quickly grabs a phone in his truck and dials the Plumbers.]

[Meanwhile, Ben, Julie, and Chelsey are in the car with Ben when, out of nowhere, a large bump in the road appears in the ground. Ben, without enough time to swerve around, ends up flipping the car over. Upside down, Julie and Ben escape from the regular doors, but Chelsey remains in the car.]

Julie: Chelsey's still in there, Ben.
Ben: I know.
Julie: Well...?
Ben: I'm thinking who's the strongest for--
Julie: Just use Rath or Humungousaur! Your cousin's in there!
Ben: Alright, alright. The Omnitrix dial pops up, and Ben selects a random alien from the set.
Rath: RAAAAAAAAAAAAAAAAAAAAATH! Grips the roof of the car and flips it over. Properly sitting with its wheels on the ground, Rath rips the driver's door off and looks inside. He reverts back to human.
Ben: It's empty.
Julie: But, how?
Ben: I don't know, but you better suit up.
Julie: I didn't bring Ship.
Ben: Then let me help. Smacks the Omnitrix dial before it pops up.
Upgrade: Upgrade!
Julie: Do you think he can take Ship's place?
Upgrade: Probably. Not sure. We're going to have to try for ourselves. Wraps around Julie with his hands, then his whole body. Upgrade soon disappears as she shrinks from the wrapping.
Julie: Ben?

Out of the blue, Julie's clothes take on Galvanic Mechamorph patterns, she grows black gloves with a green circle on the center of the palm. A helmet pops over her head from her back, and upon sitting properly on Julie's head, a green visor covers her entire face.

Julie: Ben?
Upgrade: Like the new look?
Julie: Hmm...maybe just a bit.
Upgrade: Plus, we get to fight together. An Omnitrix symbol appears on Julie's chest. Think about any kind of weapon, and I'll make it for you.
Julie: Alright, Ben. But not until we see where Chelsey went.

Sewer water begins to push the ground upwards and flow towards Julie and Upgrade.

Julie: Ben!
Ben: On it!

The dark green sections of Julie's Upgrade Suit begin to glow as Ben builds new weapons. Two tube-shaped guns appear locked onto Julie's wrists.

Julie: What are these?
Ben: Try firing them.
Balling up her fists, the two guns begin to blow away the sewer water around Julie. This creates an air bubble around her that the sewer water flows around.
Upgrade: Aww, man! This sewer water's going to get into my car!
Julie: It gives Kevin a break, Ben.
Upgrade: But when his car gets destroyed, it's funny!

After blowing through enough of the sewer water, Julie/Upgrade falls into a hole leading into the sewers, filled to the brim--or rather, the surface ground--with filthy liquids. Julie stops firing her air bubble so she can try swimming around in the water. Her visor begins to glow, lighting the path in front of her.

Julie: This suit is great, Ben.
Upgrade: Thanks. Activating your rocket boots.
Julie: We have that?
Upgrade: We do now.

Rockets appear under Julie/Upgrade's shoes, automatically turning themselves on and boosting the combined duo down the sewer water. Slowly, they come closer and closer to a light at the end of the tunnel.

Upgrade: Get ready for something big.
Julie: You're the only that needs to be ready, Ben. I'm just thinking of the weapons.
Upgrade: Oh...yeah.

Finally, they reach a large white room with several stasis chambers similar to Project Inferno's, except they're all empty, and are fused into the walls.

Julie: Where are we?
Voice: Oh, nowhere important. Just the place of your demise.
Upgrade: Who's there?
Voice: Oh, you don't recognize my voice?
Upgrade: Not really.
Voice: Maybe this will remind you of something.

Chelsey, now wearing a purple full-body suit featuring purple visor, black helmet, black shoes and black gloves, comes strolling out of the shadows.

Upgrade and Julie (in unison): Chelsey?!
Upgrade: What's wrong with my voice?
Chelsey: What, you're not one for angelic voices, Ben?
Upgrade: I am, but that's not your voice.
Chelsey: Oh, you got me.
Upgrade: Who are you?
Chelsey: I'll give you a hint: My father will have your head in just a matter of hours.
Julie: Ben, is that--?
Upgrade: Yep. Sii, what have you done with Chelsey?
Chelsii: Call us, "Chelsii," Ben. And she's right here. I'm making good use of her body since my daddy won't teach me how to shapeshift without making it so obvious I'm not whatever I've become.
Upgrade: Julie, think of something!
Julie: We can't hurt her. You heard Sii; she's using Chelsey's body.
Chelsii: That's right, you two.
Upgrade: Julie won't hurt you, but that doesn't mean I won't.
Julie: Ben, what are you doing?
Upgrade: Sorry about this. Upgrade forces Julie's hands to come together, with her palms facing outwards towards Chelsii.
Chelsii: Hey, what are you doing with that?
Upgrade: You'll see. Small green lights begin to swarm around Upgrade/Julie's hands, creating a ball of energy.
Chelsii: Watch what you do with that, Tennyson! You might hurt your cousin! Upgrade: Not if I do this right! A large green ball is floating in front of Upgrade/Julie's hands. FIRE!

[Up on the surface, people are surrounding the large hole left to allow Upgrade/Julie into the sewers, when suddenly it glows green. A green blast of energy fires out of the hole, being sent all the way up to the heavens. The men and women surrounding the hole scream and run frantically away from the hole. When the green beacon of energy fades away, Upgrade/Julie comes jumping out of the water.]

Julie: Ben, I didn't want to blast your cousin!
Ben: But that wasn't my cousin. That was Sii in her body! If I maneuvered the blast right, she should've been hit hard enough to knock her out of Chelsey's body without hurting Chelsey, dropping Sii down to the ground ready for transport to a Plumber jail.

Falling from the dark skies, Chelsey's body in her purple ensemble. Upgrade/Julie is quick to jump to catch the body. A few moments later, Chelsey starts scratching her head as she wakes in Julie's arms.

Chelsey (scratching her head): Julie? Upgrade/Julie puts Chelsey down on her feet. What happened?
Upgrade: Nothing that won't take a few minutes of explaining. Do you see anything in the sky?
Chelsey: Ben, are you *in* your girlfriend?
Upgrade: Yeah. She forgot our dog so she can't fight without me.
Julie: I didn't say I couldn't fight, just that I forgot Ship.
Upgrade: Of course, yeah.
Chelsey: Your dog helps you fight?
Upgrade: Hmm...looks like we've got even more explaining to do. Julie, do you see Sii in the sky?
Julie: Nowhere in sight, Ben.
Upgrade: Great plan of hers to do this in the night. Going to have to give her credit on that one.
Julie: It wasn't as great a plan last time when she became a giant monster snake in the night.
Upgrade: Wait a second. Sii's fused with something made of technology nearby. Sii: Surprise! Walking out Upgrade/Julie's fused body, Sii in human form waves to the combined couple.
Upgrade: How did you--Julie's Upgrade Suit's green and black patterns start to flash and invert, with black becoming green and green becoming black, back and forth. Julie: Ben!
Upgrade: She gave me a--(Drops Upgrade/Julie on her knees)--virus!
Omnitrix: Consistent error in current DNA sample: Galvanic Mechamorph. Force-reverting transformation.

Upgrade walks out of Julie, reverting her clothes back to normal. Julie gets up on her feet, and Upgrade, lying on his back on the floor, reverts to human. The Omnitrix's hourglass turns red for a moment then reverts to green.

Omnitrix: Reverse transformation and mid-transformation sampling complete. Virus detected on Galvanic Mechamorph DNA. Locking transformation 10 in Playlist 1.
Ben (painfully getting up on his feet): Sii, what'd you do to me?
Sii: To you? Nothing, apparently. To your little girlfriend? No idea, but something's wrong with her. And that's all I need. Sii turns completely white and teleports away.
Chelsey (up on her feet): Are you guys going to explain any of that?
Ben: I would but--(The Omnitrix dial pops up)--but it looks like I've got an urgent Plumber distress call.
Female Plumber (Over Omnitrix Intercom): This is Magister Frikton.
Ben: Magister Frikton? You're an Earth-based Plumber. Kineceleran, right?
Magister Frikton (Over Omnitrix Intercom): Correct, Ben Tennyson. But that's of little importance to the purpose of this call. You are needed at the 2012 Earth Magikfest location. Seeing as you were there today, we won't be disclosing it to you, so as to prevent any case of identity fraud.
Ben: Got it, Magister. Ben glows and becomes XLR8.
Chelsey: You're just going to leave us here?
XLR8: Julie knows where to go. It's not like you could just drive home. The car's broken.
Chelsey: Broken?
XLR8 (pointing to the remains of the car to his side): Yeah. Just look at it. Sii must have mistaken my car for Kevin's.
Julie: Enough of that, Ben.
Chelsey: Let me try something. Walks up to the car, and begins to levitate. She takes on her Anodite form.
XLR8 (dashes up to Julie): So, Sii said she thought something was wrong with you. Are you alright?
Julie: I heard. I'm fine, though.
XLR8: Are you sure?
Julie: Don't worry, Ben. Just try and get to your mission.
XLR8: As soon as Chelsey's finished doing whatever she's doing with my--
Chelsey (Anodite form, lowering herself to the ground): Done. Reverts to human.
XLR8: Chelsey, you, you, you--
Chelsey: Fixed your car. Yeah.

Behind Chelsey, Ben's DX Mark 10 sat fully repaired and ready for another power-packed blow, or maybe a simple flip over a random rock.

XLR8: Well, alrighty, then. Chelsey, can you drive?
Chelsey: I'm 21. Of course I can drive.
XLR8: 21? You're four years older than Gwen and me.
Chelsey: And the same age as Charmcaster. We've been friends for years. It'd be hard to maintain such a great friendship when being younger than her. I've seen how she is with younger, less powerful Anodite girls.
XLR8: Younger Anodite girls, like Gwen?
Chelsey: Yeah. She's always talking about some Anodite girl who even being a natural Anodite could never stand her own against her. Gwen is significantly less powerful.
XLR8: Only outside when she's not glowing.
Chelsey: But she has no control over that amount of power, Ben.
XLR8: Oh...
Julie: Alright, Ben, don't you have something urgent to get to?
XLR8: Oh, yeah! Okay, well, see you later. Pecks Julie's cheek. Hope you don't mind an alien kiss.
Julie: Didn't mind Humungousaur hugging me in the beginning; I won't mind XLR8 kissing me now.
XLR8: You're awesome, Julie.
Julie: I know. Now, go, Ben, before you forget again.
XLR8: Alright. Turns around and blasts off down the road, leaving only a light blue trail behind him.

Chelsey and Julie approach Ben's car; Chelsey towards the driver's side, Julie towards the passenger's.
Chelsey (opening the driver's door): You've got quite the guy on your hands.
Julie (sits in the passenger seat): You don't know the half of it.
Chelsey (starts the car with the keys Ben left inside, giggling): I bet I don't.

[Chelsey drives Julie down the road, while our focus now moves to a group of three: a rather beautiful, average-height young redheaded woman with a pink shirt, blue jeans, and flip flops; a fairly tall man in a Super Ben T-Shirt, navy blue jeans, and sneakers; and a rather short young black-haired man in a long-sleeved collared shirt, formal black pants, and black dress shoes.]

Pink Shirt Woman: Looks like Super Ben was here, guys.
Tall Man: Of course he was here. I heard the sound of his DX Mark 10 speed away just moments ago.
Short Man: Vincent, just because you heard a car speed by doesn't mean it was the great Ben Tennyson's.
Vince: Stacy, will you tell the know-it-all Buler Grand over here that what I heard was the sound of Ben's car racing away.
Stacy: I don't know, Vince. I heard the last second or so of a car screeching away, but not much of anything else.
Buler: Hah! Not even Stacy agrees with you!
Stacy: It's not that I'm disagreeing with you, Vince. It's just, I didn't hear enough to think it was Ben's.
Vince: Alright, then we'll find proof on these very streets.

[Our attention moves back a few feet into an alleyway across the street. Two people are watching Stacy, Buler, and Vince investigate the marks on the street left behind by Ben's car.]

Person #1: I'm telling you, master, these are the perfect specimens. After what I did to Ben Tennyson's Omnitrix, he should be defenseless against the choice in disguises these there will provide.
Person #2 "Master": Refrain from calling me, "Master," Sii. And you may be right. With the Galvanic Mechamorph disabled for 24 hours, we'll have the perfect opportunity to take him down with a machine that can only be stopped by an alien of such a species.
Sii: I agree completely, Scarogus, the one who nearly killed Ben Tennyson.
Person #2 "Scarogus": While you're thinking I'm Scarogus is flattering, I am not him either. He is my master, though. I'm simply the middle-man who was to hire someone like you to get this job done. As my master forces my henchman to address me as, refer to me as (A large Vaxasaurian in a brown overcoat and black top-hat emerges from the shadows) Overcoat.
Sii: "Overcoat," I don't truly believe that is the greatest representation of your might. You--
Overcoat: Do not complain, Sii. Scarogus decided it for me. If you don't want to get paid because I get fired and rid you from this dimension, continue to go against my word.
Sii: Apologies, Mas--*Overcoat*.
Overcoat: "Master Overcoat" does have a nice ring to it. Don't hesitate to call me that. Now, do the deed.
Sii: Yes, Master Overcoat. Turns around and heads towards the three kids in the street.
Vince: Girls, stand back.
Buler: Hey!
Stacy: What, Vince?
Vince (points to Sii): Look.

[As we pan upwards towards the pitch black sky with the single piece of light coming from the crescent moon, we hear the screams of the three kids, violet, blue, and orange lights flash from the area of the screaming kids, as the screen dims to black.]


Part II

[We open back at Magikfest, 15 minutes after XLR8 took off from Bellwood. A Kineceleran Plumber, Magister Frikton, in her Plumber's garbs, as well as 3 Piscciss Volann paramedics and the Trash Collector surround the waning life of Chili. The Paramedics prepare to lift Chili onto a stretcher, just as XLR8 arrives on the scene.]

XLR8: Magister Frikton, what happened here?
Magister Frikton: Trash Collector comes to pick up some trash, finds the unconscious body of this Necrofriggian janitor missing its Cyogen crystal lying here at the event.
XLR8: Do you know what caused this?
Magister Frikton: Come.

Magister Frikton races up to the Paramedics who have lifted Chili onto the stretcher, asking them to stop for a moment to show Ben/XLR8 something. She points to a wound on Chili's stomach.

Magister Frikton: They say this is a bullet wound, induced about 90 minutes ago. Patient's name is...
Piscciss Volann Paramedic #1: Chili. We haven't a fix on his surname.
Magister Frikton: Yes, Chili. We have one younger sibling on the way for a transplant of a Cyogen crystal before he must pass on.
XLR8: Hmm...You said his Cyogen crystal is missing?
Magister Frikton: Yes. Do you have any leads as to who caused this?
XLR8: A few weeks ago, a Thep Khufan by the handle of "Scarogus" attacked me at home. He'd nearly killed me by forcing my transformation into Articguana.
Magister Frikton: Articguana?
XLR8: Yeah, my Polar Manzardill.
Magister Frikton: Go on...
XLR8: He removed my Cyogen crystals, but the Professor brought me back. He anticipates a battle with the Thep Khufans in the future.
Magister Frikton: This is vital information, Mr. Tennyson. Were you ever thinking of informing the Plumbers about this?
XLR8: Well, these are normally things a hero like Super Ben can take on on his own.
Magister Frikton: Don't be over confident. Scarogus already proved he can rid you from the universe. With that, we'll definitely need some non-Ice aliens on patrol in the case that the Thep Khufans do engage in war against the galaxy, or simply Earth.
XLR8: Alright, but I'm still working alone. Or maybe with my friends.
Magister Frikton: Be careful, hero. A moment of silence, then Frikton turned to the Paramedic. You three can haul him back to 528.
Piscciss Volann Paramedics #1-3 (in unison): Yes, Magister. The three paramedics bring Chili on a stretcher over to their ambulance, identified by a large Omnitrix symbol on one side, and a red "+" on the other, under which it reads "Plumbers 528".
Magister Frikton: Take care, Ben. Gets on her extreme motorcycle.
XLR8: Why do you need a motorcycle? I doubt any vehicle could speed faster than a Kineceleran.
Magister Frikton: Because (the motorcycle's wheels flip over on their side, and the motorcycle begins to hover) this motorcycle can fly.
XLR8: Alright.
Magister Frikton: Okay, Ben, I can continue to say "bye" any longer. If there's nothing else you're going to do, I'll need to escort these guys and the Trash Collector back to their designated locations. We don't want the Trash Collector getting fired due to what he saw on the job. Her motorcycle begins to glide forward, but XLR8 races in front of it immediately afterward.
XLR8: Wait...Karin. Maybe...maybe, I should aid with the, uh, escort?
Magister Karin Frikton: Alright, but you know we're not getting back together?
XLR8: This is just business, Karin. Plumber business.
Magister Karin Frikton: Alright. You're going to use another hero, then?
XLR8: Of course, unless I can get on your bike.
Magister Karin Frikton: No way, tiger.
XLR8 (chuckles): Was worth a try. Smacks the Omnitrix symbol, becoming Jetray.
Magister Karin Frikton: The Aerophibian. Rolls her eyes. Of course. Alright, let's go, everyone! Tennyson's coming with! The Trash Collector, now in his Dump Truck, lines up in front of the Plumbers 528 ambulance, and Jetray prepares for flight next to Magister Frikton.
Jetray: And we're off.

The Trash Collector, the Plumbers 528, and Magister Karin Frikton all speed ahead, with Jetray at their side. Nearing the exosphere of Earth, Ben's Omnitrix symbol begins to flash.

Omnitrix: Call from Julie Yamamoto.
Magister Karin Frikton (to Jetray's left): Going to have to leave us already, Ben?
Jetray: Thought you didn't want me here, Karin?
Magister Karin Frikton: Oh, just answer your call.
Jetray: Alright. To Omnitrix Intercom: Hey Julie.
Julie (over Omnitrix Intercom): Remember: you, me, Gwen, and Kevin are going to the mall later. Be there at 10.
Jetray: Will Chelsey be coming?
Julie (over Omnitrix Intercom): If you and Gwen are okay with it.
Jetray: Well then ask Gwen, because I'm all for it.
Julie (over Omnitrix Intercom): Alright, see you later, baby.
Jetray: Since when'd you start calling me that?
Julie (over Omnitrix Intercom): Since I found out every other girlfriend Gwen told me about got away with it--including Elena.
Jetray: Elena was never my girlfriend.
Magister Karin Frikton: Tennyson, who haven't you dated? From celebrities to me to that Human girl...
Julie (over Omnitrix Intercom): Hey, who's that in the background.
Jetray (panicking): Uh, no one! Gotta go. Bye, Julie!
Julie (over Omnitrix Intercom): Ben--! The Omnitrix Intercom shuts off.
Jetray (sarcastic): Thanks for that, Karin.
Magister Karin Frikton: Any time, tiger.
Jetray: Stop calling me that!

[As we watch Jetray and Magister Frikton bicker on as they exit Earth's atmosphere escorting the Trash Collector and Paramedics, the camera is guided back to Bellwood. We fly over Ben's house, right down the street to Downtown Bellwood in the alleyway where Sii and Overcoat previously met. The three young adults (Stacy Reymann, Vincent "Vince" Rogh, and Buler Grand) are hung unconscious by shackles on the brick wall at the end of the alley. Sii has a computer with three wires hooked up to each person's chest, and Overcoat is missing from the area.]

Sii: You three will make perfect assistants in the battle to come. Continues to type away.
Computer: Retina verification required for final procedures.
Sii: Let the war begin. Transforms her eye into that of her native species', and places it close enough to the computer screen for scanning.
Computer: Scan complete. A few moments later: Download complete.
Sii: Wake them.

A surge of electricity pulses the Super Ben fans into consciousness. Each one looks up at Sii.

Vince: Sii...what did you do with us?
Sii: I'm not particularly sure of how you three have figured out my name, but that's not important. Your desires have been fulfilled. Enjoy your life, and contact me when you're out of juice. She presses a button on her computer that drops the three from their shackles onto the ground. She waves to the them and disappears with her computer, with the shackles and wires remaining on the wall.
Buler: What did she do to us?
Vince: More importantly, what does she mean by "when we're out of juice"?

Buler and Vince get up on their feet, but Stacy remains on the floor, arms and legs on the floor with one arm rubbing her forehead. Buler and Vince rush over to her.

Stacy: I don't feel too good...
Vince: Let me help you up.
Buler: No, let me!
Stacy: Agh! She melts into a puddle of her own skin color.
Vince and Buler (in unison): STACY!

The skin puddle turns purple, and a tiny UFO-shaped object appears over the puddle.

Stacy's puddle (very high-pitched voice): What's happening...? She gets up on her feet, realizing she'd become a purple--
Vince (stepping back): You''re Goop!
Stacy/Goop: What?! Looks at her hands with her pink eyes. Whoa. What did Sii do to me? And what's wrong with Buler?

Buler is on all fours now as well. His hair explodes off his head, leaving him bald. His brain grows to great proportions, and he grows two extra legs. All of his legs become thin, and his feet simply become sharp reddish points. His hands become large pincers, and his eyes become blue. His brain becomes protected by two hoodie-like shells. His whole body turns red, the rest of his head grows, he grows thin whiskers, and lifts himself up on his 4 legs.

Buler: I have become Benjamin Tennyson's Cerebrocrustacean--as we prefer to call him, "Brainstorm!"
Vince: What did he do to you two?
Stacy/Goop: No idea, but at any rate, it looks like you're next for the transformation into one of Super Ben's aliens.
Vince: What do you mean?
Stacy/Goop (pulling a broken mirror up from the ground and showing Vince his reflection): Look.
Vince (holding his head): My hands, my head--they're on fire!

Vince becomes substantially taller, and dark red and brown rocks begin to pile on top of him. Sure that the weight would knock him over, he drops himself into sitting position on the floor. More rocks pile on him, but they don't knock him over, instead sticking to him. His clothes and the remainder of his body turn a bright yellow, resembling magma and lava within him. His hands become bigger in the last stage of his transformation into a Pyronite.

Vince/Heatblast (deeper voice similar to Heatblast's own): This is so cool! I'm Heatblast, my favorite alien!
Stacy/Goop: Not cool, Vince. How do we change back?
Buler/Brainstorm: I've deduced this transformation is a result of the aforementioned Sii's experimentation. This considered, I haven't the most obvious clue of the nature of said experiment, but I promise I will get back to you when I have.
Vince/Heatblast: Perfect, as if we didn't already have a hard time understanding you when you were acting like a brainiac.
Buler/Brainstorm crosses his arms and turns away from Vince/Heatblast.
Stacy/Goop: Calm down, guys. We're going to have to figure out how we revert these transformations.
Buler/Brainstorm: Quite possibly we may have to imagine ourselves in our more primitive forms.
Vince/Heatblast: Going to assume you want us to think "human," then.
Buler/Brainstorm: Precisely, primitive young Vincent.
Vince/Heatblast: Young? You're 17; Stacy and I are 18!
Buler/Brainstorm: My date of birth is "right around the corner," Vincent.
Vince/Heatblast (flames appearing a darker red with his eyes curved into the expression of anger): Grrr...
Stacy/Goop: None of this *fighting* is going to get us anywhere. Let's try thinking human. Stacy/Goop's head appears to be human for a moment, but then reverts back to Goop's own head.
Vince/Heatblast: Well, look at that. Another failed idea from Buler Grand. This year's Brainiac Award goes to...anyone but him!
Buler/Brainstorm: It is because you two lack the mental capacity to truly picture "Human."
Vince/Heatblast: Then why don't you show us, (Sarcastically:)oh wisest of them all.
Buler/Brainstorm: I'd rather not. In this form, my chances of acceptance into a school of higher intelligence is increased 1,000-fold.
Vince/Heatblast: Well, 1,000 times 0 doesn't do you any good, then, does it?
Buler/Brainstorm: I will ignore statements of the sort, Vincent.
Vince/Heatblast: Stop calling me Vincent!
Stacy/Goop (yelling): STOP IT! Immediately becomes Rath.
Vince/Heatblast: Uh, Stacy?
Stacy/Rath (female Rath voice): WHAT, VINCENT ROGH?!
Vince/Heatblast: Calm down.

Sii appears at the scene yet again, without her computer.

Sii: Why, hello children.
Sii: Why, we can't deal with you in such an aggressive form. Snaps her fingers and all three revert to human.
Buler: Aww, man.
Sii: You three are going to help my master and me destroy Ben Tennyson or we shall end your lives. You have approximately...(mutters some math to herself, aided by some finger counting) nine and a half CG hours.
Buler: CG?
Sii: Common Galactic. For fans of an alien superhero, you three ought to know something like that. Remember the consequences for not aiding us in the war. Waves good-bye, then teleports away.
Stacy: Well, guys...
Buler: I don't think we have any other choice...
Vince: But we're Ben's biggest fans...
Stacy: But we're even bigger fans of us living...
Buler: Whether we help her or not, her master probably has what it takes to destroy Ben anyway.
Stacy: Maybe her master is Scarogus, the guy who nearly killed Ben last week.
Vince: Do we have to do this?
Stacy: We have to, Vince. It's our only choice.
Vince: Maybe if we warn Mr. Tennyson.
Buler: That's probably out of the question, Vince. She's probably watching us right now, disguised as something or maybe she put down a hidden camera when we were unconscious.
Stacy: Then, it's final. We have to help...we have to help Sii with Super Ben.

Sii appears again, this time with a piece of paper in her right hand.

Sii: Delighted to hear you say that, Ms. Reymann. Sign here.

A pen appears in Sii's other hand, and she gives it to Stacy first to sign. Stacy, without reading the contract, signs one of three dotted lines, followed by Buler and a very reluctant Vince. Vince hands back the pen to Sii.

Sii: Thank you, dearies. Your aid in the battle will be much appreciated. And once you have defeated Ben Tennyson, conquest in other areas of the galaxy will mean you three get to survive, and a few family members as well. Disappears with the contract.
Vince: We just signed Ben Tennyson's death wish for him.
Buler: We're monsters.
Stacy (smiling): No, we're not.
Vince: What are you talking about?! I'm pretty sure we three have all of Ben's powers, and Sii has all control over what we transform into. She now has Ben's destruction in the bag. He's a goner. Looks at Stacy, who's giggling. Vince himself begins to smile. have a plan.

Stacy nods.


Part III

[We open outside Infirmary 528, located on its own platform in the Mother System, 3 hours later. The Infirmary 528 Ambulance arrives outside. Trailing behind, jabbering set to a halt about an hour ago, are Magister Karin Frikton and Jetray.]

Jetray: Wow, the Mother System. Lands on the platform in front of the hospital, and transforms back to Ben, in his full Plumber's suit.
Ben: It's been a long time coming for me to return here.
Magister Karin Frikton: Yeah. After what happened when you visited, Plumbers' presence here became absolutely necessary. Here, we're not forcing laws down everyone's throats, though. We're mainly for escort purposes, because even though everyone's given a weapon of some sort, the safety of this place is not guaranteed. The Galvans see a bleak future for this place.
Ben: Wow. But it's so nice this time of year.
Magister Karin Frikton: Yeah...An awkward moment of silence, followed by the Piscciss Volann Paramedics loading the almost lifeless body of Chili out of the back of their Ambulance. Karin dismounts her motorcycle, parking adjacent to Ben. Are you guys going to need some help getting that through the doors inside?
Piscciss Volann Paramedic #1: No, we're fine, Li'l Missy.
Magister Karin Frikton: I'll have you know I'm a high-ranking Magister of the Plumbers. Puts her index finger on his chest to scold him. You do *not* call me a "li'l missy."
Piscciss Volann Paramedic #1 (sarcastically): Oh, I'm so scared of the Plumbers. You guys wouldn't hurt me.
Magister Karin Frikton: But we could put you away for a long time for misconduct.
Piscciss Volann Paramedic #1: And who are you going to get to vouch for you? Mr. Tennyson's a noble Plumber. If he was a good-at-heart Plumber, he'd try and turn you in for what you're doing to me right now.
Magister Karin Frikton (facing Ben): Well, Ben?
Ben: Well, he's got a point after all. He didn't do a thing.
Magister Karin Frikton (shows her anger to Ben through just the look in her eyes, then turns to the Paramedic): Alright, Volann. Move along before I charge you.

The Piscciss Volann Paramedics, without another word uttered from #1, back up into the hospital through the sliding door entrance.

Ben: You sure they'll be safe in there?
Magister Karin Frikton: What happens to them at this point is none of my business. Let's go.
Ben: Person of the Year, Magister.
Magister Karin Frikton (laying her hand on his shoulder): We're friends, Ben. No need to call me Magister.
Ben (shoving Karin's hand off): Let's just go, alright?
Magister Karin Frikton (showing signs of disappointment in her lowered voice among other facial features): Alright. Mounts her motorcycle, then looks at Ben, who stands still on the platform. Aren't you going to transform, Ben?
Ben: It's tiring flying from Earth to the Mother System, Karin, even as an alien as fast as Jetray.
Magister Karin Frikton: Then why don't you fly with me?
Ben: Because you'll try and snuggle me like you snuggle Mr. Fluffix.
Magister Karin Frikton: Hey! You don't talk about him in public. Plus, you can sit behind me. I wouldn't have tried anything anyway. You have a girlfriend, Tennyson.
Ben: Speaking of girlfriends, why'd you mention Elena to mine? You know Julie hates her.
Magister Karin Frikton: Well, it was in the moment, Ben. You know I are...(the rest of her sentence is drowned out by her nervousness).
Ben: Save it. Let's head back to Earth. Gets on the backseat of Karin's motorcycle. It begins to slowly raise its height until it's ready to be boosted forward.
Magister Karin Frikton (readying the motorcycle): Don't you think one of your transformations might be useful in case we run into anything on the way?
Ben: Oh, you're right. Not the safest system in the universe. Smacks the Omnitrix.
AmpFibian: AmpFibian!
Magister Karin Frikton: AmpFibian? Quickly flips her head to check Ben's form. I've never seen him before, and he doesn't look like anything I've *ever* seen. What species is he?
AmpFibian: Uhh...Amperi? From the Andromeda Galaxy.
Magister Karin Frikton: Andromeda, that explains it. Never really paid attention to that at the Academy.
AmpFibian: There's a section on that in the Academy now?
Magister Karin Frikton: A section? It's got a whole book from Edmore Thompson, a *full* human.
AmpFibian: Karin, stop putting yourself down for things like that. Just because you're only ha--

Mid-word, AmpFibian is distracted by 3 Space Racers--the street racers, except in space. They race by on hoverbikes similar to those used at Magikfest by the SACT Agent and Zombozo actors, except these appear to be much faster, and upgraded to an extent where the cosmetics are the only similar features. Each apparently human Space Racer passes by, one with green exhausts, one with blue, one with red. After a few moments of Karin halted at the sight, one more knocks Karin off her "lane." This Space Racer has purple exhausts. After making it about 10 feet away from Karin, she gets herself back in a straight line. She revs up the motorcycle and after getting close enough to the Space Racer, she asks a favor of Ben.

Magister Karin Frikton: Can AmpFibian stop the engine on that thing?
AmpFibian: Not sure, but I can try.

AmpFibian's hands face the Space Racer's hoverbike. The Space Racer flips their head around to see Ben doing so, and just as he tries to race by, AmpFibian fires. The Space Racer gets a few more feet before his hoverbike slows to a stop. Karin pulls over at his side. She pulls out some sort of scanner tablet, shines it over the Space Racer's face, and puts it away snugly in one of her many pockets on her custom Plumber suit.

Magister Karin Frikton: Well, Radion Fiske, (pulls out Plumber's badge) you're under arrest for illegal--
AmpFibian: Karin!
Magister Karin Frikton: What?
AmpFibian: We have no power here.
Magister Karin Frikton: Oh yeah.
Radion Fiske/the Space Racer: Hey, grandma, what'd you do to my bike?
Magister Karin Frikton: "Grandma?" I'm 16! And according to your file, you're 23. Sure doesn't put you in the position to judge, Fiske.
Radion Fiske: Whatever. Besides, you're one of those floozy Plumbers. I've heard all about you.
Magister Karin Frikton (blushing): What are you talking ab--I didn't do any--I've only dated Ben Tennyson!
Radion Fiske: That's funny. That's not what the boys said.
Magister Karin Frikton (angry now): Well you're going to have to show me to these "boys". Ben and I are going to have to show them a lesson.
AmpFibian: Karin, you don't have to do this!
Magister Karin Frikton (pounding her fists): But I *want* to do this, Tennyson. Feel free to not join me, but the flight back home's not going to be as easy as snapping your finger, not unless the legend of Alien X is true.
Radion Fiske (intending for Karin to answer): way! That's Ben Tennyson?
AmpFibian (reluctant in his answer): Yeah...?
Radion Fiske: I was going to tell your girlfriend over here no to seeing the boys, but if you show me one transformation--
Karin and AmpFibian (in unison): Girlfriend?! (S)he's not my--((S) indicates "she", as in what Ben said; while Karin simply says "he")
Radion Fiske: Suuuuuure. Anyway, let Tennyson here show me one transformation--and let me take some pics--and I'll show you to the boys.
Magister Karin Frikton: Well, Tennyson, do what the man asks.
AmpFibian: Oh, sure, only because he's not asking *you* to do something.
Magister Karin Frikton: Pretty much. If he told me to do anything, though, I'd fire at him with the assortment of Plumber-issue weapons in all my holsters.
AmpFibian (assuring Radion otherwise): She's kidding, Rat.
Radion Fiske: It's "Radion," Mr. Tennyson.
AmpFibian: Whatever. Raises his hand over the Omnitrix symbol. Now, what transformation do you want to see?
Radion Fiske: Alien X.

[Karin and AmpFibian's eyes fly wide open, and the two look at each other with discomfort at the idea. Ben smacks the Omnitrix and our focus moves forward some more. It's 5AM, Ben's house. In the living room, Chelsey and Julie are sleeping on separate couches, and the lights are all off. Suddenly, the closed curtains glow green from something outside. The doorknob is jiggled a bit, and Chelsey wakes up to it. She arms herself. The door opens and someone walks in. Chelsey immediately fires a few blasts at the person, knocking them back onto the pathway outside, when Chelsey hears a familiar grunt from the sound of pain inflicted upon the supposed intruder.]

Chelsey (realizing who she'd hit): Ben! She runs outside, unarming herself, and tries to help Ben up.
Ben (holding his chest, where Chelsey had fired): Ouch! What was that for?
Chelsey (helping Ben up): Sorry, I wasn't sure of who was at the door.
Ben: You're an Anodite, can't you check that kind of stuff with your powers?
Chelsey: They're some things I haven't mastered.
Ben (up on his feet): You haven't mastered *that*, yet? You know, Gwen actually has.
Chelsey: Your cousin, Gwen? The same Gwen who wouldn't dare try standing her own against Charmcaster?
Ben: You say that like you're a match for her.
Chelsey: Well...we would never have to battle. Charmcaster and I are best friends.
Ben: But she's the enemy!
Chelsey: But she's been my friend for nearly 10 years, Ben. You couldn't possibly know her like I know her.
Ben: But you don't know her the way my team does! We've been battling her for years and she's been nothing but trouble since she was 12!
Chelsey: Well I'm not going to let that stand in the way of our friendship, Ben. She has her reasons.
Ben: Oh yeah, then what about what happened at Magikfest? I thought after her dad basically didn't want her that she gave up on being a super villain.
Chelsey: That's none of your business. If you were her friend, *maybe* she'd tell you.
Ben (under his breath): And maybe if you were her friend, you'd actually know instead of acting like you do.
Chelsey (eyes glowing due to anger): I can hear every word you say, Ben. I'm not bound by human ears.
Ben: If you could hear that, why couldn't you tell it was me coming to the door?!
Chelsey: Ben, I waited up for you until midnight. No, actually, we *all* waited up for you until midnight. That's when your parents went to bed, and Kevin and Gwen left.
Ben: Just my parents, Kevin, and Gwen? Where's Julie?
Chelsey: Oh, she waited up, too. She and I took the couches in your living room--which, by the way, are much more comfortable than most couches.
Ben: Well...thank you? Is Julie alright?
Chelsey: What do you mean?
Ben: Don't you remember? Sii did something to her, something to her and me, when I was Upgrade.
Chelsey: Uhh...Upgrade's the Mechamorph, right?
Ben: Yes!
Chelsey: Oh...yeah. Well, she was probably just bluffing. She seems full of it.
Ben: Sometimes, yeah, but even she wasn't sure of what she'd done. I was mixed with Julie, so I'm responsible for anything that happens.
Chelsey: She's your girlfriend; of course you're responsible for anything that happens. Just, now, more than ever.
Ben: So, she's okay then?
Chelsey: Yeah, she slept pretty easy after we watched some TV. I wouldn't wake her, though.
Ben: Are we all still heading to the mall at 10? I'd prefer we got this over with. There's a Sumo Slammers special coming on soon.

Out of nowhere, three giant diamond-shaped pods come crashing down behind Ben. Three small black balls are attached to each pod. The first pod on each turns purple. Then the second on each turns blue. Finally, the third turns orange. The pods open at this point, having the front of the pod simply slide off, the leftmost of the pods' front nearly landing on Ben's foot.

Ben: Hey!

Smoke from within the pod fills the area around the pods, Ben, and Chelsey. In the smoke, the sound of Ben transforming can be heard. An indistinct voice shouts its name within the cloud. When the smoke clears, each pod has a young adult in them: the leftmost has Stacy Reymann, the center one has Buler Grand, and the third has Vincent Rogh. Chelsey is now in Anodite form, armed and ready for battle; and Four Arms can be seen ready for a fight. He lowers his arms when he notices the three are simply young adults around their age.

Four Arms: They'
Chelsey: I don't think so, Ben. Something about them...they don't have a definite signature in terms of what their species are.
Four Arms: But...they're human, aren't they?
Chelsey: That's what you see, but as a shapeshifting hero yourself, you ought to know that looks aren't everything.
Four Arms: Well, they don't have Omnitrixes on them, so I don't think they're shapeshifters.
Chelsey: Anything else capable of transformation?
Four Arms: Well, there's Eunice. She's literally an Omnitrix, except she took on a Human form to roam among us. She was a prototype, and she ended up on Earth when she got her form and met the team, and Azmuth finally noticed a purpose for her. But still, there's no way Azmuth would make three more Unitrixes, or any other Humans capable of transformation.
Chelsey: Why not? Are you just afraid of a little competition, Ben?
Four Arms: Of course not. Pounds upper fists together, then lowers them. I'm the Omnitrix-wielding superhero this side of the galaxy, and no copy's standing in the way of that. I've saved the galaxy like a billion times.
Chelsey: Humblest Person of the Year, Ben.
Four Arms (baffled for a moment at the remark, remembering his own very similar one to Karin just 5 hours prior): I know, right?
Chelsey: Sarcasm, Ben. Learn it.
Four Arms: Oh.

The young adult in the left pod (Stacy) glows purple. Four Arms and Chelsey set up their fighting poses. A blinding white glow follows the purple from Stacy, and afterwards, a Polymorph takes Stacy's place.

Chelsey: She...she transformed into...
Four Arms: Into Goop!

Following suit, the young adult in the left (Buler) glows blue. Another blinding glow, and Buler comes out as a Sonorosian.

Chelsey: Now Echo Echo!

Finishing the set, the young adult in the last pod (Vincent) glows orange. A final glow, and Vincent becomes a Methanosian.

Four Arms: And of course, he becomes Swampfire!
Chelsey: They appear to be either sleeping or generally unconscious, though.
Four Arms: So what could have changed them?
Chelsey: I'm not too good with technology but the pods may be hardwired into those kids.
Four Arms: Well then let's get them out.

Four Arms smacks the Omnitrix symbol, becoming Rath. He jumps for the inside of Vincent's pod, and checks behind the body, finding a sole wire. He rips it, and Vincent, away from the pod. Rath lays the body down on the pathway to the door, and reverts to Four Arms.

Four Arms: I wonder what's wrong with--

Chelsey, out of nowhere, sets up a mana wall in front of her and Four Arms. Four Arms is stopped before questioning the action when Vincent/Swampfire's eyes open, and he flips onto his feet, enflaming his hands.

Voice from behind Four Arms: I can do this!
Four Arms: Huh? Four Arms and Chelsey flip around to see Julie running outside. Julie?! Get inside! I can't use Upgrade right now.
Julie: But I can help!
Four Arms: No, Ship's not here! You'll get hurt!
Julie: Ben, just trust me! Four Arms doesn't respond, at a loss for words when he self-debates on whether to disagree or agree with her. Chelsey, lower your wall on my mark! Starts running towards the three. 3...2...1...NOW! Julie's clothing is overwhelmed by black and green patterns. Her shoes turn black like when merged with Upgrade, and so does the rest of her clothing. She retains the Galvanic Mechamorph patterns. Her left arm turns into a large mace, and just as she swings it, Chelsey lowers the wall allowing Julie to attack Vincent/Swampfire.
Four Arms: Julie?!

[The scene immediately switches to a dark alleyway. Sii arrives at the entrance to it, where she walks forward with a piece of paper.]

Sii (speaking to the shadows ahead): The deed is done, master.
Unrecognized Voice: Overcoat's not here. I'm taking his position for now.
Sii: Overcoat said he'd be here.
Unrecognized Voice: Well, Overcoat didn't know Scarogus would need him, now did he?
Sii: I suppose...
Unrecognized Voice: Hand me the update. Master will be needing it.
Sii: I'll need to see your hand first.
Unrecognized Voice: Intent on seeing me, eh, Bicksurian? A curious species. Not to mention a trait that of which the form you now use are well-known for in the galaxy.
Sii: Reveal yourself, or I'm out of here!
Unrecognized Voice: I know you wouldn't dare, for the boss knows where you live and how much you need this job. Plus, you're so expendable. Nonetheless, it's no skin off my back to show you.

Sii shapeshifts into a female Tetramand, much akin to Tini of the Galactic Enforcers, with the exception being her whole body (skin and clothes) are replaced with blue and white glows. Her eyes remain a green. She enters a fighting pose, similar to Four Arms', as the Unrecognized Voice reveals himself.

Sii (Tetramand form; voice much like Tini's): I've absorbed the best of the best, straight from Tini of the Galactic Enforces. If this is a trick--
Unrecognized Voice (his foot is now visible in the sunlight): It's no trick, shapeshifter.
Sii (Tetramand form; "fighting pose"): Show yourself, the whole you.

The owner of the unrecognized voice steps out of the shadow. He is a white Necrofriggian.

White Necrofriggian/Unrecognized Voice: They call me Cotton. I work with Overcoat, and Scarogus, of course.


Part IV

[We open where we left off, with Four Arms' upper left arm elongated, trying to catch Julie mid-jump. Four Arms and Chelsey, baffled at Julie's current state--her in Galvanic Mechamorph patterns and Ben's special Mechamorph visor--simply watch as she soars through the air with a mace in place of her left hand. Just the same, Vincent/Swampfire stands in awe of the Mechamorph girl. Julie lands with her hand-mace knocking the Methanosian into his pod. Julie reverts her hand to normal and holds the pod. Her visor flies upward showing her face. For a moment, her eyes are closed, but when they open, the entirety of her eyes glow green.]

Four Arms: Julie?

Julie stands still for a moment, holding the pod. The whole pod becomes covered in Mechamorph patterns. Rockets come out of the sides of the pod, and as they build up power for takeoff, the Methanosian launches himself at Julie. Vincent/Swampfire tackles Julie to the ground. His pod returns to orange and red panels a, and the rockets attached by Julie break off the pod. Vincent/Swampfire gets up after making sure Julie was pinned, indicated by her return to her normal outfit. Vincent/Swampfire enters the pods for Buler/Echo Echo and tears the wire hooking him up to a mental link, followed by removing Stacy/Goop's wire. Stacy/Goop's and Buler/Echo Echo's eyes fly open, their eyes the same color as Vince/Swampfire's. Stacy/Goop jumps out of his beds in fighting position, and Buler/Echo Echo exits, duplicating himself. The original Buler/Echo Echo faces Vincent/Swampfire.

Buler/Echo Echo: Thanks, man.
Vincent/Swampfire: No problem. What happened to Brainstorm?
Buler/Echo Echo: I don't know what happened to Heatblast.
Stacy/Goop: Guys! The mission!
Vincent/Swampfire: Oh, yeah. Ben Tennyson, we're three of your greatest fans.
Four Arms: So you made knock-off Omnitrixes. Don't you know that doesn't normally end well.?
Stacy/Goop: Well, we didn't make 'em; our master did.
Four Arms: Your master? Who's your master? And what did that Swampfire do to Julie?!
Vince/Swampfire (stepping forward): She's fine. I didn't use any flames, and hopefully you'll move peacefully and not make me not use any on you either.
Four Arms: Laughs at Vincent's statement. So you're just going to ignore my other question?
Stacy/Goop: Oh, her? Our master is--gets pulsed with electricity, falling into a purple puddle.
Vincent/Swampfire: Stacy! Runs over to her side.
Four Arms: What's wrong with her?
Chelsey: Something just pulsed energy into her. It wasn't regular electricity.
Four Arms (hand over Omnitrix symbol): Can you tell where on the body the pulse was energy received the transmission from? Maybe I can--
Chelsey: But you can't use Upgrade.
Four Arms: I wasn't thinking Upgrade; I was thinking Smacks the Omnitrix symbol.
Ultimate Echo Echo: Ultimate Echo Echo!
Vincent/Swampfire: An *ultimate* form?!
Buler/Echo Echo: We told the boss he didn't have those when he got the new Assault Omnitrix.
Ultimate Echo Echo: Guess even your biggest fans get their facts wrong.
Chelsey: Alright, I think the pulse came in from somewhere on her upper back. And I think each of those aliens has one of those wireless pulse machines.
Ultimate Echo Echo (levitating, holding his discs preparing to throw them all): Are you sure?
Chelsey: I'm only positive about the Polymorph.

Ultimate Echo Echo: Alright, then. The Goop it is.

Ultimate Echo Echo shoots three discs that surround Stacy/Goop. Right as the discs are ready to use sonic blasts on Stacy/Goop, Vincent/Swampfire shoots three fireballs, one for each disc, effectively destroying them all. Feeling the destruction of his discs, Ultimate Echo Echo falls to his knees, and transforms back to Ben.

Chelsey (moving his head back and forth between Ben and the Three Friends, and creates a mana barrier to shield her and Ben from the Three Friends): Ben! Opens a tiny hole in the barrier just big enough to blast something through and shoots two mana balls, one for each standing alien. Vincent/Swampfire, just before embracing the mana blasts, glows orange. Following the blinding glow, Vince is revealed to have become Terraspin.

Ben (back on his feet): Which aliens of mine don't you have?!

Vincent/Terraspin puts away his arms and covers Buler/Echo Echo and Stacy/Goop (still collapsed on the ground), embracing the mana blasts which are totally uneffective against Terraspin's species. Julie then wakes up and regains her Mechamorph ensemble.

Ben: Julie, where'd you get those powers?
Julie: I don't know. Last night, Chelsey said something about me was off. She wanted to test something, so she hit me with a mana blast, I fell over, and then I started glowing green.
Chelsey: Then, this happened.
Ben: I thought you said she was fine, Chelsey.
Chelsey: I thought she'd reveal when she wanted to. Apparently that was sooner than I thought, but I still feel I made the right choice.
Ben: This must have been what Sii's ray did. So she's part-Mechamorph now?
Stacy/Goop (kneeling in humanoid shape): Sii?! Guys, I swear I didn't say anything. Gets electrocuted once more, falling back into a puddle.

Buler/Echo Echo becomes Brainstorm.

Buler/Brainstorm: Let us commence in battle, while our comrade has fallen. Vince/Terraspin: Alright. Pulls the wind towards the 6 holes in his shell. This breaks Chelsey's mana wall, dropping her to the floor and reverting her to her human form. He then redirects the wind in Ben's direction, who doesn't even have time to dodge or transform before being launched into the frame of the front door to his house. Before smacking into it, though, he glows green, but dust and smoke from the immediate crash cover Ben's transformation.

Julie (Mechamorph Suit): Why are you doing this?!
Stacy/Goop (finally back up on her feet): Because our master will kill us if we don't kill Ben.
Julie: Why can't your master show herself and stop hurting Ben! Julie's visor drops back down to cover her face. She balls her hands into fists and puts them on in front of her to blast a laser at the trio.

The dust and smoke finally clears from the door frame. Diamondhead is sitting down unconscious in front of the large hole in the wall left by the crash. Julie rushes over to him, throwing two grenades that wrap wires around its target, practically immobilizing Vincent/Terraspin and Buler/Brainstorm. Julie sees Diamondhead smile, knowing he had a plan ready and isn't hurt.

Stacy/Goop: Move out of the way. Reforms into her humanoid shape, limping as she walks. We're taking him. Steps in front of Vincent/Terraspin and Buler/Brainstorm and melts the Mechamorph Wire Grenades.

Julie, without a moment to think what she was about to do in her head, simply steps back leaving Diamondhead open. An impatient Stacy/Goop turned around and shot several acidic slime balls at Julie, each pounding Julie's Mechamorph Suit's stomach area. A final slime ball, much larger than the rest, hits her heart area. As if in slow motion to Diamondhead, he raised his head to watch as the painful events unraveled before him. Julie, armor ripped off and shattered into pieces on the ground by the acid, fell, smacking the floor with the side of her body. Enraged, Diamondhead flew into the air, throwing diamonds at Stacy/Goop, Vincent/Terraspin and Buler/Brainstorm. Each one of them reflected the diamonds back at Diamondhead in some unique way, but with his current state of mind, took the counter attacks lightly. Diamondhead smacked the Omnitrix symbol with the side of his fist. A large shadow overwhelmed the Three Friends as well as the surrounding area of Bellwood.

Way Big: Way Big! Begins smacking the ground, squishing the Three Friends, then pounding them back and forth. Look what you did to her! Readies his arms in a position to fire his cosmic ray. Let's see how you like being hurt by the more experienced! Without even touching the Omnitrix, Way Big went Ultimate.
Ultimate Way Big: Or better yet, let's see how you like it being hurt by someone with ultimate experience! Blasted his cosmic ray that shot perfectly at the Three Friends alone. For 2 minutes straight, his ray impaled the alien trio. Ultimate Way Big eventually stopped, woozy from the rage. He reverted to Way Big then human. In human form, he lie in one of two large holes left by the weight of Way Big's feet, kneeling before the Three Friends who sit in a 20-ft trench.

Each of the three kids drops on their face, still in alien form, in the hole. Suddenly, grey square devices appeared on all three of the kids'backs. Each of them shattered, and the kids returned to human and were teleported away. Meanwhile, Chelsey got back up on her feet in human form and together with Ben, went to check on Julie.

Ben (on his knees before Julie): Julie?
Chelsey: She's...awake.
Julie (eyes opened and smiling): Removes the upper left part of her pink sweater, revealing a Mechamorph shield over her heart. I learned from the best hero.
Ben: I thought you were...that you were...
Julie: I love you, too, Ben. Ben helps Julie up into his arms, the two kissing in the meantime.
Ben: So, Chelsey, is she part-Mechamorph now?
Azmuth's Voice: An Anodite isn't the one to ask, Ben.
Ben: Wha?
Azmuth's hologram appears on the Omnitrix, in a call.
Azmuth (hologram): It is true, though. The damages dealt by that Bicksurian weapon to Julie's DNA, brain, endoskeleton, and nervous system are permanent. The Galvans have never seen such a weapon. The uses for good it can have are quite fathomable, but there could be more. As we have our greatest Chronosapiens ready for reverse-engineering of the weapon, we will update you two on any possible repairs.
Julie: But what *did* that gun do?
Azmuth (hologram):Well, according to our readings, offspring of Upgrade was forced to merge with you. Had you two not been merged, Upgrade would not have produced offspring since that's been fixed since the Big Chill incident, and the Mechamorph DNA would have been deactivated in Ben's playlists. And speaking of that... Snaps his fingers and disappears. The Omnitrix dial pops up, entering Scan Mode. It scans Julie, and the dial drops back into its regular mode.
Omintrix: Galvanic Mechamorph sample repair complete. Re-unlocked in Playlist 1.
Chelsey: So Ben, what are you going to name him?
Ben: Name who?
Chelsey: Your Mechamorph son. Giggles.
Ben: Ha. Not naming him. He's merged with Julie, so he's her. But if I had to...maybe I'd name him Ken?
Julie: Well, I think that's a good name. Continues to kiss Ben.

[The camera pans up into the sky, and far up into space. We are now in the Thep Khufan ship, where the commander is sitting in his throne observing the darkness of space out the window before him. Two people in cloaks enter the room.]

Thep Khufan commander: Welcome back, Cotton, Magister Frikton.

Cotton removes his cloak. He flashes red, becoming Albedo.

Albedo: The deed is done. Maxin's daughter is unaware of my multiple personalities, Overcoat and Cotton.
Magister Frikton: And the real Frikton has been neutralized. Morphs into Elena.
Elena: She's in Cell #801, and Ben is totally unaware.
Thep Khufan Commander: Perfect.
Scarogus enters the room.
Scarogus: We're approaching Pyros, master.
Thep Khufan Commander: Good....
Scarogus: And I have something for you. Tosses a Cyogen crystal to the Commander who, without looking, catches it.
Scarogus: Chili's younger brother fell right into the trap. Chili will die before he's able to reveal us.
Thep Khufan Commander: Then we're ready for Stage 2...

We pan to the cells. We pass by Cell 801, where the real Magister Frikton is tied up and her mouth is taped over. She is mumbling words through it, but the Tetramand Guard outside doesn't pay any attention to her. The next cell, 802, contains a Necrofriggian. He is unconscious, but not tied up. He wears a shirt with a single pocket. One paper slips out of the pocket reading, "I am...Chili's Transplanter, Younger Brother, Cyanne.




Aliens Used

(by Ben)

  • Rath (brief)
  • Upgrade
  • XLR8
  • Jetray
  • AmpFibian (first re-appearance)
  • Alien X (first re-appearance) (offscreen; see Trivia section)
  • Four Arms
  • Ultimate Echo Echo
  • Diamondhead
  • Way Big
  • Ultimate Way Big (first re-appearance)

(by Sii)

  • Chelsii (taking over Chelsey's body)
  • Human (alien to Sii; taken from unknown human)
  • Tetramand (taken from Tini offscreen)

(by Three Friends)

  • Goop (by Stacy) (x2)
  • Rath (by Stacy)
  • Heatblast (by Vince)
  • Swampfire (by Vince)
  • Terraspin (by Vince)
  • Brainstorm (by Buler) (x2)
  • Echo Echo (by Buler)

(by Albedo)

  • Negative Humungousaur ("Overcoat")
  • Negative Big Chill ("Cotton")


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  • This was the only episode to get a Saturday preview date or a preview date the day immediately preceding the full premiere.
    • This episode followed a 5-day premiere cycle, finishing on a Wednesday.
  • Alien X was used upon Radion's request. It took Ben an hour of settling past motions for Ben to earn the trust to revert back to human. (Serena and Bellicus had agreed on a motion as Ben arrived that Serena would not rule in favor of anymore of Ben's motions until Bellicus had agreed on something with Ben. He promised that this would only happen in the case that Ben had finally earned Bellicus' trust, to some degree).
  • This was the first instance of Ben transforming and reverse-transforming into/from an Ultimate.
  • Stacy was the only one who used one alien.
Back in Action: Alien Universe --COLOR (TCF)
Episode Guide
Season 1
Infernosphere - Limited - Magikfest - No Strings Attached - The Sea's the Limit - Hit and Miss - Dial Z for Zombified - Ten Plus Twenty - Happily Never Happened - Missing Link - New Girl - Revelation - Man in the Stone Mirror - Threat or Menace - The Alternative - Why Am I Here? - Love Stuck - Ultimate Solution - Overcoming Adversaries - Ledger Recon - Welcome to Chronospect - Prelude of the Unleashed - Ben 10: Alien Universe Unleashed
Season 2
Meet the Replacements - Hooking Up With the K's - The Armaggedroid - Fate of the Helpers - Madame Regle - Leaked - Shades of Dawn - Foreverlasting
Canon Aliens
Original Series
Heatblast - Wildmutt - Diamondhead - XLR8 - Four Arms - Stinkfly - Ghostfreak - Ripjaws - Upgrade - Grey Matter - Cannonbolt - Wildvine - Benwolf - Benmummy - Benvicktor - Way Big - Upchuck - Eye Guy - Ditto - Buzzshock - Spitter - Articguana
Alien Force
Swampfire - Echo Echo - Humungousaur - Jetray - Big Chill - Chromastone - Brainstorm - Spidermonkey - Goop - Alien X - Rath - Lodestar
Ultimate Alien
Water Hazard - Terraspin - NRG - Forge (Armodrillo) - AmpFibian - Clockwork - Fasttrack - Jury Rigg - ChamAlien - Eatle - Shocksquatch
Omniverse (regrettably)
Feedback - Bloxx - Gravattack - Crashhopper - Ball Weevil - Walkatrout - Pesky Dust - Molestache - The Worst - Kickin Hawk - Toepick - Astrodactyl - Bullfrag - Radius - Gutrot - Whampire
Ultimate Forms
Swampfire - Spidermonkey - Big Chill - Humungousaur - Cannonbolt - Echo Echo - Wildmutt - Way Big - Grey Matter - Articguana - Gravattack - Jetray - Benmummy - Upchuck
Unique Aliens
Season 1 Additionals
Obsorber - Nigester - Plastikitee - Anos - Streak - Bugbite - Muckslide - Autosassin - Boomchomp - Abstallion
Season 2 Originals
Alkamine - Brawnoceros - Combustiball - Cardstruct - Dreadsense - Frisbit - Plasmodic - Seismix - Wavelength
Season 2 Additionals
Atomhammer - Hindsight - Starhavoc
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