|Ben 10: Protector of the Omniverse|
|Season 0, Episode O-23|
|Written by|| UltiVerse|
The Awesome Jack
|Directed by|| UltiVerse|
The Awesome Jack
Behind the Mask
When Things Are Altered
The episode starts where the last one left off. Vilgax is standing with Dr. Psychobos before Ben and co, with Darkstar and Psyphon unconscious on the ground.
(Ben): Vilgax, are you working with Darkstar and Dr. Psychobos?
(Vilgax, chuckling in pity): You are slow indeed, Ben Tennyson.
(Ben): And you're annoying. Alright, it's butt-kicking time!
(Gwen): Ben, don't underestimate Vilgax. He might be a little more powerful than you think he is.
(Vilgax): I'm not going to fight you yet, Tennyson.
He looks at Psyphon.
(Vilgax): Allow me to destroy this ungrateful lackey.
(Kevin): Can you tell us what actually happened?
(Vilgax): He betrayed me, and after I freed him from the miserable past I was trapped in. I was very hesitant to break him free, but he begged. He promised a way to defeat you.
(Rook): How exactly did you escape from the past?
(Vilgax): A past Dr. Psychobos built a machine to transport myself here, with (looks at Psyphon) him.
(Dr. Psychobos): I don't r-r-recall that happening.
Psyphon regains consciousness and gets up. Vilgax immediately picks him up and throws him in the air. Psyphon flies above Vilgax's head and shoots laser on his head. Vilgax claws Psyphon, then brings him down to ground level, twisting his arm. Psyphon kicks his chest, and Vilgax swings his leg around. Psyphon punches Vilgax's eye. Vilgax lets go of Psyphon and steps back, in pain. Psyphon drops to the ground. Vilgax repeatedly punches Psyphon.
(Ben): I gotta stop them before things get really bad.
Snare-oh stretches his hands towards the two and wraps his bandages around them.
(Snare-oh): Calm down, guys. Why don't you make a deal? Psyphon, don't cross paths with Vilgax and you won't get your butt kicked. Deal?
(Psyphon): Fine, but if I even hear your name, I'll come after you.
(Vilgax): Release me at once! This worthless pest of mine will be destroyed!
(Snare-oh): I don't think so.
Vilgax tears up Snare-oh's arm, freeing himself. Vilgax sends eye lasers at Snare-oh, knocking him into the ground. Then, he lunges at Psyphon, grabbing his neck and punching him repeatedly in the face while choking him. Rook tackles Vilgax but is tossed aside like a bug. Kevin touches the ground, absorbing the material. Kevin, now in the form of an unknown substance, is propulsed into the warlord by Gwen's mana lasso around him. Gwen kicks Vilgax across the face, releasing Psyphon and letting him fly off. Snare-oh transforms.
(Vilgax): Ben Tennyson, since you are so bold in fighting me, I challenge you to a Rule Delta Duel.
(Kevin): What's a Rule Delta Duel?
(Rook): A Rule Delta Duel is when one challenges another to a duel which begins in the vaccuum of outer space. The two combatants will have to battle each other, until one is claimed victorious.
(Vilgax): Your Revonnahgander teammate is knowledgable, Tennyson.
(Jetray): Whatever. Let's just get this over with.
(Vilgax): Very well. The Rule Delta Duel begins...now!
The two fly off into space.
(Gwen, to herself): All the best, Ben.
Meanwhile, Jetray and Vilgax are on a unmoving asteriod.
(Jetray): You wanted to get your butt kicked, Vilgy.
(Freaky Wizz): Freaky Wizz! Don't confuse what is real and what is an illusion, Vilgy.
He creates an illusion of Vilgax's family-to-be in danger. The warlord breaks down, then lunges at Freaky Wizz, crashing them into the ground. Freaky Wizz shoots eye lasers to sent VIlgax off of him but Vilgax redirects the attacks with his eye lasers. Freaky Wizz transforms.
(Amalgam): Amalgam! Now I can easily defeat you! Why, I feel like Alien X right now!
(Vilgax): I don't think so.
Vilgax kicks the Infinimatrix symbol, turning Amalgam into Gripomaton. He fires his fists at Vilgax, sending him back.
(Gripomaton): Now I know what it feels like to be Fistina.
Vilgax grabs the alien's head and starts to crush it. Struggling, Gripomaton turns into Goop and slithers out beneath.
(Goop): That was close.
Goop flies away from Vilgax.
(Goop): Try to catch me!
In the meantime, Gwen, Kevin and Rook are talking to Dr. Psychobos.
(Dr. Psychobos): You think just because Tennyson is about to cease, this is over? Ha ha h-ha!
He whistles, and Way Bads arrive from all corners of space.
(Dr. Psychobos): Ha ha ha ha ha!
(Rook): The end is nigh.
(Kevin): Not on my watch!
Darkstar regains consciousness and gets up.
(Kevin): Oh, great. Not him.
(Kevin): Pretty much.
(Gwen): Stop arguing, Kevin. We need to fight these Way Bads.
Gwen shoots mana at a male Way Bad's eye. The Way Bad grabs Gwen and swallows her whole.
A pink glow starts to appear in the Way Bad's mouth. The Way Bad drops to the ground and Gwen comes out of it, partly covered in saliva.
(Gwen): So disgusting.
(Kevin): You'll get used to it.
Gwen creates a mana platform and lifts herself and Kevin, rising up to a Way Bad. She looks at another Way Bad.
(Gwen): Neet Og Eorduica!
Kevin's Tech Blaster appears.
(Kevin): Oh, yeah!
He riggs a few gears then aims, shooting three Way Bads. They disappear in a red light, being sent to the Null Void. A female Way Bad grabs Kevin's Tech Blaster and eats it whole.
(Rook): Kevin-Dude, use your Osmosian abilities!
(Kevin): Oh, right.
Meanwhile, Goop and Vilgax are still in outer space, with Vilgax closing in on Goop. They soon see Piscciss.
(Goop): Piscciss? A great place to hide!
He flies towards Piscciss and enters it. Goop's slime starts to spread out.
(Goop): Uh, I need Ripjaws!
(Ripjaws): Ripjaws! I'm in my element!
Vilgax splashes from above, instantly becoming his octopus form.
(Ripjaws): I forgot about that.
(Vilgax): That makes my job easier.
Ripjaws swims away. Vilgax grabs Ripjaws with his tentacles.
(Vilgax): I call this a homage.
(Ripjaws): And I call this a surprise-mage!
He bites one of Vilgax's tentacles.
Ripjaws uses his tail to repeatedly slap Vilgax's face.
(Ripjaws): Slapity slap!
Vilgax grabs Ripjaws once more and brings him closer to his mouth.
(Ripjaws): I'm not about to become Ripjaws Sushi!
(Vilgax): Your end is coming.
He shoots electricity at Vilgax, who is thrown upwards, away from Pisciss.
(AmpFibian): So long, squiddy!
He flies out of Piscciss and lands on an asteroid, one that Vilgax (now in his regular form) is on, and collapses, out of air.
(Gravattack): Gravattack! Feels good to not suffocate!
He concentrates his gravitational pull on Vilgax, levitating him in the air. He smashes him on the ground, then lifts him, then un-concentrates his gravitational pull, making Vilgax fall. He gets up and runs towards Gravattack. During that time, Gwen and the others (with Kevin in the form of an unknown substance) are still fighting the Way Bads, with Galvan Mark II even more destroyed. They are no longer on a mana platform.
(Rook): The reign of these To'kustars shall be no more!
Kevin climbs up a female Way Bad and shifts his left hand into a giant fist, hitting her chest. The Way Bad shoots a cosmic ray at Kevin, making him fall straight to the ground.
She runs towards him and kneels to his level, holding his left hand.
(Gwen): Are you okay?
(Kevin): A lit-little.
He slowly gets up, with his material covering partly destroyed.
(Kevin): These Way Bads need to be stopped. We're pretty much useless besides Gwen.
(Gwen): I can go Anodite to end this.
(Darkstar): I'd enjoy that. I get more power.
(Kevin): Stay away from her, Morningstar. Gwen, please don't go Anodite. I don't want to lose you.
(Kevin): Trust me, we will win this, given time.
Out of the blue, Ship as an Antarian Obliterator lands, with Magister Arnux, Eunice and Zed coming out.
(Kevin): Zed! Good girl!
Ship reverts to his regular form.
(Rook): We can certainly win this battle what with assistance from our fellow companions.
(Dr. Psychobos): Don't h-h-hold your breath.
Ship merges with Rook's Proto-Tech Armor.
(Gwen): Alright, team, attack the Way Bads.
Magister Arnux takes out a laser lance and starts shooting laser at the Way Bads, who roar in anger.
(Kevin): Zed, sic em'!
Zed runs towards a female Way Bad and jumps on her head, biting it. The Way Bad tries to push Zed off, to no avail. Rook, using his upgraded Proto-Tech Armor, shoots laser at the very same Way Bad, who falls to the ground unconscious.
(Rook): This upgraded Proto-Tech Armor allows me to experience powers I have never experienced.
Meanwhile, Gravattack is still fighting Vilgax, with Gravattack kicking him. Vilgax grabs his leg and throws him far away. On Terradino, Gravattack lands, creating a crater.
(Gravattack): This isn't working well.
(Vilgax): Indeed it isn't. You will cease today, Tennyson.
(Gravattack): Not before a few other transformations, but first...
He focuses his gravitational pull on a statue of a Vaxasaurian, then levitates it towards Vilgax, pushing him to the ground. Vilgax pushes the statue off himself and gets up, smashing the ground, causing a little earthquake.
(Gravattack): Seriously? Armodrillo could do way better.
(Vilgax): I'd like to see this Armodrillo, then.
(Gravattack): You asked for it.
(Molestache): Molestache! Oh, come on! This guy? He's a weakling.
He runs as fast as he can. Vilgax catches him with his right hand. Molestache stretches his mustache towards Vilgax's legs, tying him up.
(Molestache): Maybe he isn't that lame after all.
Vilgax escapes from Molestache's mustache, tearing it a little.
(Molestache): That hurt.
He digs underground and hides himself, covering the hole.
Underground, Molestache tries to think of a way to defeat Vilgax.
(Molestache): Maybe the element of surprise will help me.
He transforms as he comes out of the ground.
(Vilgax): Why am I not surprised?
Vilgax punches Psybiote's chest as hard as he can, causing him to fly backwards and lands far from Vilgax, who flies towards him and grabs him and slams him to the ground, stepping on his chest. Psybiote psychically attacks Vilgax, who stumbles back. Psybiote attempts to get up, but Vilgax grabs him by the leg, throwing him to outer space.
Up in the vaccuum of space, Psybiote is hurling towards an asteroid. He gains balance and lands safely, rubbing his head. Within seconds, Vilgax arrives, staring at Psybiote. He transforms.
During that time, Gwen, Kevin, Rook merged with Ship, Magister Arnux, Eunice and Zed are still fighting the Way Bads. Kevin shifts his hands into giant claws, grabbing a male Way Bad.
(Rook): Allow me.
A jetpack (provided by Ship) grows on Rook's back, which he uses to fly to the back of the Way Bad. With the power of Ship, Rook shoots lasers from his hands at the Way Bad. The Way Bad roars, then grabs Eunice, who touches the Way Bad, absorbing his powers. Eunice grows up to 100 feet.
(Kevin): Way Bad Eunice. Get it?
They stare at him, weirded out.
(Kevin): Never mind.
Eunice lifts the Way Bad, throwing him to space.
(Rook): There are many To'kustars remaining.
(Magister Arnux): We will win this battle.
(Eunice): Let me throw more Way Bads off to space.
She grabs a female Way Bad and throws her off to space like the last one. Magister Arnux uses his laser lance to shoot laser at another female Way Bad's fin, making her fall to the ground unconscious.
(Gwen): I forgot that To'kustars have a weak spot. It's their fin. Good thinking, Magister.
(Eunice): Our job just became a whole lot easier.
(Ship): Ship ship.
Kevin climbs up a male Way Bad, squeezing the Way Bad's fin with his left claw hand. The Way Bad cries out in anger and tries to shake Kevin off, to no avail.
Kevin squeezes harder, and the Way Bad falls to the ground unconscious.
(Gwen): How can we win when there are many Way Bads left?
(Eunice): I've got this.
She grabs a male Way Bad, and throws him to outer space, instantly shrinking to her regular size.
(Eunice): Guess that's the end of Way Bad Eunice.
Gwen creates mana whiplashes, which she uses to repeatedly whiplash a female Way Bad. The Way Bad smashes the ground, causing debris, which covers the heroes.
(Rook): Oh, no!
She creates a mana dome to protect herself and the other heroes. Minutes later, the debris stops, and the mana dome fades. Gwen falls into Kevin's arms, partly unconscious.
(Kevin): She used too much power.
Magister Arnux looks at Azmuth's lab, now in ruins.
(Magister Arnux): The First Thinker is in there!
(Ship): Ship ship ship!
(Magister Arnux): I'm going-
A female Way Bad blocks his way.
(Kevin): Oh, come on! Don't they have a life besides this?
(Dr. Psychobos): What do you think? They'r-re feral and creat-t-ted by the greatest intellect in the universe.
Gwen regains consciousness and Kevin helps her up.
(Gwen): What happened?
(Eunice): Azmuth's in his lab, but he's trapped.
(Gwen): You mean, what's left of his lab.
Meanwhile, Frankenstrike and Vilgax are brawling.
(Frankenstrike): You just can't win, Vilgy.
(Vilgax): Perhaps not, though if I fall, you shall fall with me.
(Frankenstrike): That was unnecessary.
Frankenstrike zaps Vilgax, making the warlord stumble back.
(Frankenstrike): I was afraid I didn't have to do this.
Frankenstrike taps the Infinimatrix symbol. He transforms, a wave of awe on Vilgax's face. Frankenstrike increases in size, growing bolts all over his body. The stumps on his back get bigger and more powerful. There are bolts now on his chest, knees, wrists, elbows, neck, waist, the back of his hands and feet. Four spikes emerge from his Infinimatrix symbol.
(Ultimate Frankenstrike): Ultimate Frankenstrike! Man, it feels good to have so much power.
Ultimate Frankenstrike howls out electricity at Vilgax, sending him backwards.
He flies off.
(Ultimate Frankenstrike): Scaredy squid!
He follows suit, flying using propulsion by his electricity.
(Ultimate Frankenstrike): I'm not letting you get away that easily.
He shoots electricity at Vilgax.
He lifts a heavy asteroid and throws it at Ultimate Frankenstrike, who flies away from it. Ultimate Frankenstrike then catches up with Vilgax, twisting his arm.
(Vilgax): Insolent child!
He grabs Ultimate Frankenstrike and throws him towards a planet. Vilgax enters that planet, and starts hovering due to the lighter gravity. He sees Ultimate Frankenstrike there, ever so ready to battle him, hovering as well. Ultimate Frankenstrike hover-runs towards Vilgax and punches him. Vilgax is unable to move.
(Vilgax): What have you done?
(Ultimate Frankenstrike): I have no idea.
(Vilgax): Ben Tennyson!
(Ultimate Frankenstrike): See you later.
He devolves back to Frankenstrike and transforms.
(XLR8, his visor sliding down): XLR8! Perfect timing!
He zips off, slower than usual due to the lighter gravity. Soon, he reaches the half point of the planet.
(XLR8, his visor sliding up): I need to rest. All this lighter gravity makes me tired.
As XLR8 prepares to run further, he is caught by the tail by none other than Vilgax.
(XLR8): Oh, you're here. Heh. Uh, I best be goi-
(Vilgax): -No. You may have defeated me many times, but you'll never leave Viscosia alive.
(XLR8): We're on Viscosia?
Vilgax grabs a chunk of the ground and throws it at XLR8, who avoids it and runs around Vilgax, creating a tornado. Vilgax takes control of the tornado, and the tornado lifts XLR8 off the ground.
(XLR8): Whoa! Easy!
He sucks his fins and legs into his shell, blowing wind at the tornado, which disappears. Vilgax repeatedly punches Terraspin, yanking his head out of his shell. Vilgax spins him around, then throws him a few feet back.
(Vilgax): Ha! This is victory for me!
(Terraspin): That all you got?
(Vilgax): This is only the beginning.
In the meantime, Rook and Zed enter Azmuth's lab, in ruins. They find Azmuth and other Galvans on the ground, still (but barely) conscious.
(Rook): Dear First Thinker, my Proto-Tool has been destroyed. I humbly ask for a new one.
(Azmuth): It wasn't your fault, was it?
(Rook): No, sir.
(Azmuth): Very well. I have been working on a new project anyway.
He gets up and walks towards a control panel, where he presses a button. A device slightly bigger than the Proto-Tool rises from the ground.
(Azmuth): Rook Blonko, meet the Versatool.
Rook slowly grabs it.
Ship unmerges with Rook's Proto-Tech Armor, merging with the Versatool.
(Azmuth): Smart Galvanic Mechamorph.
Ship unmerges with the Versatool and merges with Rook's Proto-Tech Armor once again. Blue lines appear on the Versatool. It changes a little in shape, another handle grows on it. The intergalactic peace symbol becomes smaller, and the white parts change to black.
(Ship): Ship ship!
(Rook): Now I indeed am ready to battle. First Thinker, I suggest you evacuate the area.
(Azmuth): Very well.
Soon, he reaches outside.
(Rook): I am not entirely sure on how this tool functions, although it is a possibility that it functions like my Proto-Tool.
He presses the intergalactic peace symbol. The Versatool shifts into two flame cords.
Rook runs towards a female Way Bad, hitting her repeatedly with his flame cords. The Way Bad screeches and tries to step on Rook, who is protected by a mana dome made by Gwen.
(Rook): Gratitude, Miss Tennyson.
(Eunice): It'll take ages for us to beat all these Way Bads.
(Magister Arnux): Who knows? There might be more of them at the other side of the planet.
(Kevin): We have to work together, then. On my count. One, two, three!
He uses his claw hands to grab a chunk of the ground, throwing it towards a male Way Bad. Gwen repeatedly shoots mana at him. The Way Bad tries to resist. Rook, with Ship's help, shoots lasers from his hands straight into the Way Bad'S eyes.
(Magister Arnux): Good job.
(Eunice): We're not finished yet.
The Way Bad grabs Eunice and tries to crush her, but she escapes his grasp. Zed pounces on the Way Bad and repeatedly bites his fin. The Way Bad falls to the ground unconscious.
(Gwen): Come on, guys! Full power!
She lights her hands with mana. During that time, Vilgax throws Terraspin on the ground with a lot of force.
(Terraspin): I'm gonna keep fighting!
(Vilgax): Your efforts are useless. Eventually, the Infinimatrix shall run out of power. During that time, I shall complete my quest to conquer you and your homeworld, human scum.
(Terraspin): I guess this calls for another battle.
(Bloxx): Bloxx! Oh yeah, let's do this, Squidface!
Vilgax uses his frost breath to freeze Bloxx. He then punches the ice. Bloxx falls to the ground, scattered in pieces.
(Vilgax): Ha ha ha ha!
Bloxx regenerates, then reverts back to Ben. Vilgax picks him up and throws him a few feet away.
(Vilgax): The day has finally come.
He slowly walks towards Ben.
(Vilgax): After countless efforts, I have finally brought you to your knees. I am the conquerer of 100 worlds!
(Vilgax): I will destroy you!
Ben slowly gets up.
(Ben): You don't scare me anymore, Vilgy. I've met many other guys who say the same thing. Malware, Khyber, Zombozo. They seem to put up more of a fight than you ever could.
He charges at Ben, kicking him aside.
(Vilgax): None of your aliens can defeat me! I've destroyed the Crystalsapien before! The Kineceleran cannot outrun me! Your Segmentasapien is feeble! You have fallen!
(Ben): I still have one.
(Way Big): Way Big!
(Vilgax): The To'kustar? You are a coward, Tennyson!
(Way Big): You afraid, Slimy?
(Vilgax): Bow before me.
(Way Big): Never.
Way Big shoots a cosmic ray at Vilgax. The Chimera Sui Generis growls, but is pushed back.
(Vilgax): I know your weakness, boy!
He flies on Way Big's head, and punches the middle of his fin.
(Way Big, falling to the ground): Hey!
He grabs Vilgax and crushes him, getting up. Vilgax, a little beaten up, escapes Way Big.
(Way Big): Oh no, you don't!
He grabs Vilgax.
(Vilgax): Insolent human scum! Little do you know, I will keep returning to destroy you. I will not fail, for one day, I shall be ruler of the uni-
Way Big throws him into the far outskirts of outer space.
(Way Big): Finally. Now, what was I supposed to do? Oh, right. Gwen and the others.
He flies off. Later, Gwen and others have defeated many Way Bads, with only one Way Bad (female) remaining in the area.
Rook shifts his Versatool into a mine ball. He throws it towards the Way Bad, who falls to the ground unconscious.
(Kevin): There are still Way Bads on the other side of the planet.
(Darkstar): Yes, but we'll deal with you now.
(Dr. Psychobos): And he uses the term l-loosely!
Dr. Psychobos opens his brain plates and shoots electricity at Eunice, who falls to the ground, then gets up again. Gwen shoots mana at Dr. Psychobos, who steps back for Darkstar to absorb it.
(Gwen): I should've seen that coming.
Jetray lands and reverts back to Ben.
(Ben): Vilgy's got his butt kicked. Stand down.
(Dr. Psychobos): N-No! He will d-destroy us if we don't fi-ind him! R-Retreat!
(Darkstar): This is not the last of us.
They run off.
(Eunice): Nice to see you, Ben.
(Ben): Um, oh, Eunice! Hi.
Ship unmerges with Rook Proto-Tech Armor.
(Ship): Ship ship!
(Ben): Hey, Ship! Where's Julie?
(Gwen): Tennis tournament.
(Magister Arnux): There might be Way Bads on the other side of the planet.
(Ben, sighing): It's hero time, then.
- Vilgax challenges Ben to a Rule Delta Duel.
- Piscciss makes its first reappearance.
- Vilgax's true form makes its first reappearance.
- Zed makes her first reappearance.
- Ultimate Frankenstrike makes his first appearance.
- Viscosia makes its first appearance.
- Rook gains the Versatool.
- Ben Tennyson
- Gwen Tennyson
- Kevin Levin
- Rook Blonko
- Magister Arnux
- Zed (first reappearance)
- Jetray (x2)
- Freaky Wizz
- Molestache (unintentional transformation, selected alien form was Armodrillo)
- Ultimate Frankenstrike (first appearance)
- Way Big
- When Vilgax said "I call this a homage", he was referring to The Final Battle: Part 2.
- Currently, this episode has the most amount of transformations in the series.