Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Noah 10: Matrix Unleashed
Season 7, Episode 6
Upgrade fest!!!!!
Air date 2/28/12
Written by Solo28
Directed by Solo28
Episode Guide
Knocked Off
Invasion of Them Pants

Noah and the Upgrade Fest is the Noah 10 Upgrade Fest special.


Noah is on the internet.

"Figure it's about time I check out this 'Glen 10 Flan Flick My Shin Tiki'."

Noah ended up finding his way to BTFF.

"Huh? Upgrade Fest? What's that--UPGRADE FEST!?"

Noah leaped out of his seat.


Noah activated the Matrix and transformed.


Noah started singing 'You're the Best Around', but replacing You're with Upgrade.

"Upgrade's the best aroooound!"

Kierra walked into the room.

"Why all the Upgradey joy?" Kierra asked.

"It's Upgrade Fest, Kierra! Go call Ship! (No, not you, Shipey..." Said Noah.

"K. Here Ship!" Called Kierra.

Ship came into the room. He started yelling "Ship!" excitedly.

"I know! Upgrade Fest is fudging epic!" Noah yelled.

Noah and Ship started screaming like wild fangirls. They high-5ed and ran outside. Kierra looked at them with a puzzled expression. She shrugged and walked away. Noah and Ship morphed into Ships and started flying randomly through the air.

"WOO! UPGRADE FEST!" Noah screamed.

Suddenly, the two got shot down. They landed on top of a building. They saw who shot them down, it was Retaliator!

"I am Retaliator! The most evil and powerful Galvanic Mechamorph in the universe!" Said Retaliator.

"That's what he said." Muttered Noah.

"Just shut up and die-die-diiiieee!" Sang Retaliator.

Retaliator morphed his hands into laser guns and aimed them at Noah, he tried to shot, but Ship morphed into a cannon and shot him. Retaliator grabbed Ship and threw him.

"Ship! Crap." Said Noah.

Retaliator kicked Noah and punched him. He tried to punch him, but Noah dodged and shot a laser at him. Retaliator almost fell off the building, but he caught a punch from Noah and threw him. Noah morphed into a helicopter and flew up. He shot plasma missiles at Retaliator. Retaliator dodged and shot a laser and knocked Noah down.

"Stupid Mechamorph. It is I who will rule Upgrade Fest!" Retaliator yelled.

"Nuu. I want to rule it." Said Noah. "Guess I should step up my game."

Noah slapped the Matrix down and evolved.

"Ultimate Upgrade!"

"What the--?" Retaliator yelped.

Noah flew up to Retaliator and blasted him with a laser. He morphed his hands into maces and started hitting Retaliator. He knocked him down to the ground.

"How the HFIL did you get stronger!?" Retaliator said.

"It's called evolution. Now shut up and die-die-diiiieee!" Noah said.

Noah shot a laser, but Retaliator dodged it and retaliated by morphing his hands into ray guns and aimed them straight at Noah's face. Ship suddenly came in spaceship form and shot a missile at Retaliator. He fell. Noah then charged an electric bomb and blasted Retaliator.

"GET OUT OF HERE. DO NOT RUIN MAH UPGRADE FEST. Besides, Upgrade Fest is on my birthday. IT'S ON TEH 12th!" Noah said.

Then, Aparato came in.

"Another crossover?" Noah said.

"Nope. Merry Upgrade Fest! Woo." Said Aparato.


  • Retaliator


  • This episode celebrates Upgrade, so this episode is epicalness.
  • This is one of Solo's favorite episodes, mainly because it's complete randomness and Upgradeness.
  • Brian made teh Ship pic. Praise me now.