Brandon 10: Ultimate Hero
Season 3, Episode 12
Written by Brandon
Directed by Brandon
Episode Guide
Power of Love
Brandon Who?
Race is the 42nd episode of the series, Brandon 10: Ultimate Hero.


The episode begins on a forest-like planet. A temple is seen in the distance. Inside the temple, alien monks are seen wandering around, tending to their business. One of the monks runs by in a hurry past the other monks. He goes down a flight of ancient-looking stairs and runs slowly down an old-looking hallway with walls made from mossy tan-colored stone and brick until he reaches the end of the hallway at a big, wooden door. From inside the room, the door is seen opening and the monk is seen entering the room as a hooded figure is seen seated on the floor.

Alien Monk: Sir, they have come. The people you have told us about. They have come.

The hooded figure looks up, his face still concealed. An exhale is heard from beneath his hood. The hooded figure lifts up one arm then sticks two fingers out and circles his hand around, giving some sort of signal to the monk. The monk nods then leaves the dark room, closing the wooden door behind him. The scene then focuses on the hooded figure again, who starts to get up from the floor. Outside of the temple, the Interceptor is seen landing by some trees. When it does land, the cargo bay door opens and Sarah and Jenny exit the ship.

Jenny: Should we tell him?

Sarah: No.

Jenny: But you said-

Sarah: I know what I said. I changed my mind.

Jenny: I noticed.

Sarah: I just think that he probably doesn't want to hear it.

Jenny: What about Coco?

Sarah: He's keeping the engine warm. In case, we have to make a quick get away.

Jenny: Understood.

The two of them then approach the temple. Suddenly, they are ambushed by a series of alien monks, wielding wooden spears with sharp stone tips. Sarah prepares her energy discs and Jenny extends her hands out carefully.

Voice: Wait.

The girls look up over at the temple entrance as the monks lower their spears. The hooded figure then approaches them and stands before them.

Hooded Figure: What are you doing here?

Sarah: We're looking for someone. Someone important.

Hooded Figure: Why would the person you're looking for be here at this temple?

Sarah: We don't know. We just want to have a look around, maybe you've seen him.

Jenny, waving her hand around the group of monks: I am uploading a mental image of the person we're looking for.

Hooded Figure: He isn't in the temple.

A few of the monks look at the hooded figure.

Sarah: Are you sure?

Hooded Figure: Yes. You might want to just go back to where you came from.

Jenny: He means a lot to us.

The hooded figure then looks at Jenny, thoughtfully.

Sarah: Maybe we could just look around and-

Hooded Figure: That won't be necessary.

Sarah: We really miss him.

Hooded Figure: I know...

The hooded figure reaches for his hood and lowers it revealing that he is actually Brandon.

Brandon: I missed you guys too.

The scene then cuts to later on, with Brandon, in his regular clothes, leaving the temple, with a small bag and the monk.

Brandon: Are you sure I should go? I didn't really finish my training.

Monk: When you first came here, I said that you will finish your training when it needed to be finished. Now I think it's time that it finished. Besides, you of all people in this universe, don't need proper training.

Brandon: But my situation-

Monk: Yes, I know of your problem, Brandon, but you already have the solution, you just don't know how to express it yet. When you do, your problems will be solved.

Brandon: Thank you for your help.

Brandon then walks off with the bag while the team, including Coco, are seen waiting for him outside of the Interceptor.

Coco: About time.

Brandon: Sorry had to pick up some things.

Coco: Dude, when I said you needed to think in a quiet place, I meant your room, not some alien planet.

Jenny: I am just glad you are back with us, Brandon.

Brandon: Thanks.

Sarah: So did you solve your problem?

Brandon: I guess. I just need some time to think about it.

Coco: Well you'll have plenty of time to think about it back on Earth.

Brandon: You mind if I do some stretches before we hop on?

Sarah: Seriously?

Brandon: My trip getting here was kinda of bumpy ride. I just can't wait to get in an actual-

A beam then touches down on the planet, teleporting Brandon away, leaving behind a scorched mark on the ground.

Sarah: Brandon? Brandon?!

The team looks around for him. Meanwhile, in an energized container, Brandon is beamed within it.

Brandon: -bed. (looking around) Uh, guys?

Announcer: The 10th Competitor has now joined the Competition! Scanning for Information.

The container then scans Brandon quickly and uploads his data to a large screen posted above an audience of viewers in some bleachers. On the screen, it reads: "Name: Brandon Tennyson, Origin: Earth, Located On: Domiva, Power Level: 2.5".

Announcer: Brandon Tennyson! Originating from Earth, Found on the planet, Domiva. You're a long way from home. Power Level is 2.5.

The viewers then boo at his power level.

Announcer: Wait! Wait! Scans detected unknown power. Scanning for additional amounts of power now!

The container then scans Brandon again, now focusing more on the Ultimatrix. A "20+" is added to his Power Level section on the screen.

Announcer: Looks like he has an additional 20+ to his power level. Well, you're going to need it in the race of the century, The Annual 57th Intergalactic Grand Prix!

The scene then shows off the race track and the bleachers filled with viewers, cheering.

Theme Song

After the titles, the containers are seen lined up, all twelve of them. Brandon is seen standing in his container, he looks to the left and sees the other nine and he looks to his right to see the last two.

Announcer: Looks like that's all the competitors that'll be joining our racing competition. Now before we start racing, let's explain the rules to any new viewers joining us. The racers will start here, on the galactic track and race each other to the death.

Brandon, to himself: That doesn't sound very good.

Announcer: A warp gate will then be activated, transporting our racers throughout the galaxy to various planets to undertake in this racing competition. The first one over the finish line wins the tournament. They will then be transported back to their home world while the rest are enslaved to work for the competition till they expire. Sounds like fun! Now let's get these racers ready for the race. They've exactly one hour to construct their vehicle using our state of the art technology. Starting... Now!

The racers are then transported from their containers to a room, similar to a garage. Most of the people, aliens of different sorts, go their separate ways to these power stations.

Brandon: Uh. Hey, you guys know what's going on here?

They ignore him.

Brandon: Anyone?

He turns his head and sees two smaller looking aliens, cowering in fear. One being a furry orange alien while the other is a blue aquatic-like alien.

Brandon: Hey, do you two know what's going on here?

Furry Alien: It's the end! The end of us all!

Brandon: Wow that's very specific. Thanks.

Voice: Don't waste your time with them.

Brandon turns around and sees a blue skinned, female alien in a purple/black skin tight uniform, she has black finger-less gloves on and darker blue hair.

Blue Girl: They're not going to be very helpful.

Brandon: You know what's going on here?

Blue Girl: It's called a race. Get with it.

The Blue Girl goes over to her station and starts typing at it. Brandon looks around then walks over to her.

Brandon: Look, I have no idea what's going on here. I was teleported here and now I'm supposed to race?

Blue Girl: You're from Earth, right?

Brandon: ...Yeah. Why?

Blue Girl: You don't get the service news on Earth. (looks at the cowering aliens in the corner) You don't get it on Aquarix or Morrido also. Basically, it's a game.

Brandon: A game?

Blue Girl: (looking at Brandon again) Yeah. You get chosen, you get to race. (typing on the station) I've been training for this day since I was a little girl.

Brandon: Okay so we just break out of here and-

Blue Girl: There's no escape. They've built this place and improved it every century with the latest and most advanced tech in the universe.

Brandon: Well that can't be true because I'm wearing the latest and most advanced tech in the universe.

Brandon activates the Ultimatrix and slaps down the face plate. He transforms into Drillbit.

Drillbit: DRILLBIT!

Blue Girl: What are you doing?

Drillbit: Getting us out of here.

Drillbit activates his drill hand and drills against the wall. A spark then discharges from the wall, sparking a tiny explosion, sending Drillbit to fly into another competitor, knocking him over.

Drillbit: Ow...

Drillbit is then pushed off as a big, muscular grey-skinned alien looks down at him.

Drillbit: Heh... Hi.

Muscular Alien: You have some nerve trying to mess up my build.

Drillbit: I'm not trying to pick a fight with you. I was just trying to get us out of here.

Muscular Alien: Are you trying to tick me off?

Drillbit: I'm being serious.

Muscular Alien: Hm... You're dumber than you look. There is no escape.

Drillbit: Yeah, I've been hearing that lately.

Muscular Alien: Come over here again and there will be only 11 racers in this place.

The Muscular Alien turns around and goes back to his station. Drillbit then transforms back into Brandon. The Blue Girl helps him up.

Blue Girl: You okay?

Brandon: Yeah I'm fine. Thanks.

The Blue Girl then slaps him in the face.

Brandon: Ow! What was that for?!

Blue Girl: Are you trying to kill us?

Brandon: I'm trying to save you.

Blue Girl: I don't need saving. We don't need saving. You want to save someone? Save yourself by winning this race. (walks away) You can use your terminal to build your vehicle.

Brandon then turns around and sees a terminal station under the number 10 printed on the wall. He then goes over to it and activates the terminal.

Brandon: Whoa...

The scene then shows a montage of the various competitors designing their cars until they all hit a button at the bottom of the terminal which causes the station to produce a beam which creates a physical representation of each vehicle. Brandon presses his button which causes the station to create a car similar to the Mach 10 with the number 10 labeled on the side.

Brandon: Sweet.

Voice: You call that a car?

Brandon turns around and sees a big turtle-like alien.

Turtle Alien: You're going to lose, kid.

The turtle alien then walks back to his station labeled 4.

Blue Girl: Do you even have any experience with cars?

Brandon: Yeah. Of course. I built a go-kart once.

Blue Girl: Have you ever raced before?

Brandon: Why do you think I built the go-kart?

Blue Girl: I'm Racer 11.

Brandon: 10. But you can call me Brandon.

Racer 11: Maybe I will.

Brandon: You're not going to tell me your name?

Racer 11: I just did.

Announcer: Time's Up! All racers must proceed into their vehicles or else they will be left behind and disqualified and disqualification means (playfully) execution!

Brandon then looks at his racing car and gets in. Once inside, the car then teleports onto the track along with the other racers.

Announcer: Racers get ready.

The racers rev up their engines.

Announcer: 3.

Racer 12, the muscular grey alien, glares to the left.

Announcer: 2.

Brandon glares to the right.

Announcer: 1.

Racer 11 looks straight up, focusing.

Announcer: GO!

The racers then take off. They drive down the track and curve around the curve as the viewers cheer. The scene then cuts to inside a broadcast booth. Drones are seen operating the controls while a short, bald alien with glasses on is seen seated in a throne, watching through the windows. The small alien has a mic hanging down in front of his face.

Short Alien, sounding like the Announcer: And they're off! The Super Sprint has begun.

The short alien then pushes the mic out of the way.

Short Alien/Announcer: How goes operations?

Drones: Operations operating at 100% Capacity. All competitors are fully contained.

Announcer: What about the one from Earth? He's the most powerful one here.

Drones: Competitor Number 10 is also fully contained based on his previous attempts to escape.

Announcer: Excellent. Let the race begin.

Back on the track, Brandon is seen racing against the other racers. They then approach a warp gate at the end of the track. It then starts to activate. The racers then drive through the warp gate, teleporting elsewhere. On a jungle-like planet, the racers reappear, driving from another warp gate.

Brandon, driving: Whoa!

The racers continue driving through the track while small hovering cameras follow them around. The scene then cuts to the big screen back at the arena with the viewers watching the racers on the jungle planet track on the screen.

Announcer: Our racers are now on the planet, Truncax, the jungle planet of the Navii System.

The scene then cuts back to the racers on the planet. Brandon looks around but then bumps into Racer 4's car which resembles a large hallow shell with wheels.

Racer 4, driving: Watch it!

Brandon then drives away from the car. Racer 4 then grabs some shells, the size of his big hands, and hurls them at Brandon and his car.

Brandon, driving: What the- (dodges shell) Who throws turtle shells during a race? Who throws turtle shells at all?!

Brandon then drives off towards the left side of the track and enters a hidden passageway.

Brandon, driving: Shortcut, nice.

On the other side, the muscular grey alien, Racer 12, is seen driving his car towards the next warp gate. Brandon then bursts from the side of a tree and lands back on the track, next to Racer 12's car.

Racer 12, driving: You again?!

Racer 12 then presses a button on his control panel which accelerates the car at a high speed. Brandon keeps stepping on the pedal.

Brandon, driving, to himself: Almost at the next warp gate.

Brandon's car then stops and is lifted from the ground. Brandon looks around and sees a thick root entangling his car. He then looks up and sees a large alien plant similar to a Venus fly trap, seemingly, looking down at him. It opens its mouth and snaps its jaws twice then opens his mouth again, releasing a thick green goo from its mouth. Brandon looks shocked. The plant then attempts to eat him but Brandon dodges, hitting the plant at the side of its head with his foot, causing it to move back, slightly stunned. Brandon then activates the Ultimatrix and slaps down the face plate. He then transforms into Shredder.

Shredder: SHREDDER!

Shredder then grows out his metallic claws and leaps from his entangled vehicle.

Shredder, as he leaps: RAAAH!

Shredder then jumps onto one of the plant's roots, which it uses to stand upright, and slashes it with his claws. He then leaps over to another root and slashes at it, then another until the plant starts loosing its support and starts falling over. Shredder then rolls up into a metallic ball and spins at the alien plant, shredding at its side until it completely falls over, dropping Brandon's racing car back onto the track. Some cars then pass by Brandon's car.


Shredder then hops into the car and attempts to rev up the engine but it only sputters then stops.

Shredder, jiggling the knob: Come on... Come on... Stupid- ugh... (jiggle the engine knob again) Stupid engine. Just- Work and-

The engine sputters again.


Shredder extends his metallic claw and stabs the engine knob, causing the car to start up.

Shredder: There! That's more like it!

Shredder starts driving off when he is bumped by another racer.

Shredder: What the- Did you just bump me?

Racer 5: Uh...


Shredder then flips him his metallic claw and leaps onto the other racer's car. He then stabs the back of their car several times, causing fuel to leak out. Racer 5 then fires a blue laser from his hands at Shredder, knocking him back into his car. Racer 5 aims for Shredder with his laser hand which his car suddenly stops. It is then dragged into the ground by a battle damaged root.

Racer 5: AHH!- (rest is muffled by dirt)

Shredder, noticing, yelling: Sorry! That was my bad! ...BUT I'M STILL ANGRY AT YOU!

Shredder then transforms back into Brandon who drives the car through the warp gate, teleporting to an icy track which is sloping downwards. The cameras follow through the warp gate, broadcasting the race. The scene then cuts back to the main arena where the race is being seen on the big screen.

Announcer: Now the track has taken a turn to the ice planet, Glactus, in the Dura System.

The racers are seen drifting around an icy ridge however two of the racers end of drifting off of the edge and into an abyss.

Racers 7 and 9: AHH!

They then vanish from sight.

Announcer, announcing from one of the camera drones: Looks like Racers 7 and 9 couldn't catch their drift.

Racer 12 notices the floating cameras and squints at one of them. Meanwhile, Brandon is attempting to catch up to the other racers, after drifting the ridge and succeeding. Up ahead, the track comes to a dead end with a series of massive icicles propped into the abyss between the next part of the track. The racers then drive off of the edge of the track and drive from platform to platform.

Brandon, noticing the obstacle ahead: Oh come on!

Brandon then drives off of the track and onto the platforms. Racer 8, a slender looking technical-humanoid with one eye, looks behind him and sees Racer 11 approaching behind him. He then looks back at his dashboard and places his hand on a sensor, activating a special ability. His car then fires a small rocket from its exhaust port at the ice, exploding and breaking the area it hit. Racer 11 then curves out and her car gets stuck on the edge of the newly made ledge. Brandon notices this and looks down at his dashboard. He then presses a button with a hook picture printed onto it. He presses it and a grappling hook launches from the front of his car and onto Racer 11's vehicle. He then stops the car and drives in reverse, reeling Racer 11 off of the ledge and back onto the platform, while other racers pass by him. Brandon then presses the button again, deactivating the hook. He then drives over to her and stop next to her.

Brandon: You alright?

Racer 11: Why did you do that? You just lost your spot!

Brandon: After seeing what happened to those other guys, I didn't want to loose anyone else to this race.

Racer 11: You barely know us. What do we matter to you?

Brandon: More than you think. Come on, maybe we'll be able to catch up.

Brandon is about to drive off.

Racer 11: Brandon.

Brandon stops and looks at Racer 11.

Racer 11: Thank you. For saving me.

Racer 11 then starts her car and drives off. Brandon then smirks and drives off after her. The scene then cuts to the broadcasting room where the Announcer is watching the screen from his throne.

Drone: Sir, we are picking up activity for a cosmic disturbance on the next track.

Announcer: Will it ruin the event?

Drone: Calculations present at low percentage of this disturbance disrupting the event at hand.

Announcer: Then proceed. After all, how much damage could one little storm cause?

The scene then cuts to the next warp gate in which Brandon and Racer 11 both drive out of, continuing on the track on a planet with a massive solar storm above them, emitting huge streaks of lightning down on the planet's surface, cracking the surface with each strike. The camera drones then follow through the warp gate, broadcasting the event until they seemingly deactivate and fall onto the track. The cars then run over the camera drones, destroying them, as they approach closer and closer towards the solar storm. Racer 12, in the lead, looks around, noticing the empty skies, he then hits the brakes and stops his car in the middle of the track. The cars behind him then stop as well. Brandon and Racer 11 finally arrive a short moment later, stopping before the blockage of cars. They then get out of their vehicles and approach the other racers who are also out of their cars.

Brandon: Hey, why'd we stop? Don't we have to a race to win?

Racer 8: Things changed.

Racer 11: How so?

Racer 12: We're on Malpha IV in the Grak System.

Brandon: You know this planet?

Racer 12: I live in the Grak System. I know it by heart. The Malpha planets orbit our twin suns and while inhabited planets like my own gain strength from the suns, the Malpha planets grew weaker from the constant radiation until they were destroyed by the solar storms caused by the flares of each sun interacting with one another.

Racer 4: What's your point?

Racer 12: My point is, this is our chance to get out of here.

Brandon: Oh now you guys want to break out? What happened to the whole "this place is inescapable and you have to win a race in order to escape" thing?

Racer 8: The technology used to contain us is advanced but it requires an energy source that doesn't function normally within the area of a solar flare, it disturbs the equipment.

Racer 12: And the announcer loves a show so he'll have to come here on his own in order to get one. That's when we'll make our move.

Brandon: Great so we'll all just hop on his set of wheels, teleport to the arena and go back to our home planets.

Racer 12: Yeah, that's not exactly going to happen.

Racer 11: What are you talking about?

Racer 12: We're overthrowing the Announcer and taking his power over his competition for ourselves. We can teleport some of you back to your planets but we'll need to keep the rest. With his power, we'll make money, we'll get rich and we'll get to see creatures from all over the galaxy drive into each other and explode for our amusement.

Brandon: I can't let you do that.

Racer 12: Well someone's gotta blow up. You wanna take their place?

Brandon: If I have to.

Racer 12: Ha! You're weak. You have no skill. You're no racer so you wouldn't be any use to us.

Brandon: I don't know about you but I've got all the skill I need.

Brandon attempts to activate the Ultimatrix but it fails to do so. He attempts again but it doesn't work. He then looks down at the Ultimatrix and attempts to activate it again.

Brandon: Uh... Give me a sec here.

Racer 12: Heh. Let's go, boys.

Racer 12 then walks off the track with Racer 4 and 8.

Brandon, attempting to activate the Ultimatrix: Come on...

Ultimatrix, in cybernetic female voice: Solar Disruption in Progress. Main functions can not be accessed at this time. Brandon: Dang it.

Racer 11, pointing up: Look!

Brandon looks up and sees the broadcasting booth teleporting overhead and hovering above them.

Brandon: Aw man... Usually I have a team to deal with this.

Announcer, announcing from the broadcasting booth: Why aren't you racing?! You think because the cameras are offline that you're not allowed to race?! Get back in your vehicles and continue or so help me I will-

Prisoner 12 then bursts in from the ceiling and approaches the throne where the small alien is seated.

Announcer: AH!

Prisoner 12: Show's over.

The drones then surround him but Racer 4, takes some out with his brute strength, and Racer 8 fries the rest with an electric blast.

The broadcasting booth is then seen teleporting away again, leaving behind the rest of the racers, including Brandon. Racer 1: What do we do know?

Racer 11: He's going to imprison us in this competition forever.

Brandon: Not unless we get out of here.

Racer 2: But your powers are gone.

Racer 3: And no team.

Brandon: Who needs a team when we've got each other.

Racer 11: What are you saying?

Brandon: I'm saying that we're all here under the same circumstances. We were taken from our worlds and now some muscle heads want to keep us here. By working together, not only can we beat them but we'll be able to stop this competition from ever happening again.

Racer 11: But the race has always gone on. It has to.

Brandon: What they're doing here is wrong. If you fell off that edge, the race would have just continued. Not only are they abducting people but letting them die and imprisoning them here?

Racer 11: They're not dead.

Brandon: What are you talking about?

Racer 11 goes to her car and removes a small component from her dashboard. She holds it up for all the racers to see.

Racer 11: It's a transmat circuit. I told you, I've been waiting my entire life to win this race so I watched every race from every century available and I always noticed the lack of appearance from the deceased racers. That's because they weren't really deceased. I managed to find a supplier who gave the blueprints for a transmat circuit to the Announcer.

Racer 3: Where are they taken?

Racer 11: I don't know. I'm guessing the Announcer holds them for entertainment purposes.

Brandon: Now you see why he needs to be stopped, why this whole thing needs to be stopped.

Racer 11: If I help you stop the race for good, what will be left of me?

Brandon: You have a whole life ahead of you. You can do and be whatever you want but right now we have to stop the other racers from taking over completely.

Racer 2: But how can we stop them?

Racer 1: If the technology stops working when near the solar storm, we should use that to shut them down.

Racer 11: We can't bring the solar storm to them.

Brandon: Wait, are these teleporters in every car?

Racer 11: They should be. Why?

Brandon: I have a plan. If we can't bring the solar storm to them, then we bring them to the solar storm.

The scene then cuts to later on, back in the arena, where Racer 12 is in the broadcasting booth.

Racer 12, announcing: Ladies and Gentlemen. The race has been changed. Instead of seeing cars drive around to multiple planets, you're going to see cars driving around into each other and this small creature wants to go first.

Racer 12 presses a button on the throne which activates the drones to work the controls, activating a teleport to beam in the Announcer strapped to a make-shift car. Racer 5 then teleports in front of the Announcer. His car revs up.

Racer 5: I'm not controlling it! Someone help!

Racer 12, announcing: Time to go boom, little man.

Brandon, shouting: That's enough, 12.

Racer 12 looks down and sees Brandon on the track, looking up at the broadcasting booth.

Racer 12, announcing from the booth: You? What do you want?

Brandon: I want to race you, 12. With stakes.

Racer 12, announcing from the booth: What stakes?

Brandon: If I win, you and your friends give up your power and turn yourself in.

Racer 12, announcing from the booth: And if I win, you'll have to race here for eternity.

Brandon: Deal?

Racer 12 then teleports in front of Brandon, grabs his hand and shakes.

Racer 12: Deal.

The scene then cuts over to Brandon and Racer 12 in their respective vehicles in front of a warp gate in the arena. Back in the broadcasting room, Racer 4 is seen in the throne, with the mic over his face while Racer 8 is at the controls that the drones were using.

Racer 4, announcing: Get ready for a race, folks.

The scene then cuts back over to Brandon and Racer 12.

Racer 4, announcing: Ready. Set... GO!

Brandon and 12 then drive off towards the warp gate and pass through, traveling over to Truncax. They race through the track, avoiding the alien plant's attacks and approaching the warp gate.

Brandon, to himself: I sure hope you know what you're doing, 11.

Brandon presses a new button on the dashboard.

Car Interface: Auto-Pilot Engaged.

Brandon then lets go of the wheel and the car drives itself. He then stands from his seat, using his arms to remain balanced as the car continues racing towards the warp gate. Brandon then activates the Ultimatrix and slaps down the face plate, transforming into Hackoid.

Hackoid: HACKOID!

Hackoid then fires a green beam at the warp gate, changing its purple frequency to green. Racer 12 then drives through the warp gate followed by Brandon's car. They then teleport over to Glactus. They race pass the icy ridge and the frozen track until they reach the platforming section again. Racer 12, in the lead, presses a button on his dashboard, causing the exhaust port to release a large amount of flames, melting the platforms and causing them to fall over, leaving behind a large gap between the track as Racer 12 crosses over. Brandon's car then drives down the slope and Hackoid looks up and sees the large gap. He looks surprised. He then looks around and grabs the sides of his car. He then spreads his wings and flaps them at a fast speed. He then grunts as he attempts to lift the vehicle. The car then approaches the end of that part of the track and goes off the edge, forcing Hackoid to carry the weight of the car as he flies across the gap. Once he gets over the gap, he drops the car and falls inside of it, leaning on the wheel as the car drive itself to the warp gate. Hackoid looks up, exhausted, and fires another beam at the warp gate, changing its frequency from purple to green. The two of them then pass through and end up on the track for Malpha IV where the solar storm is then raging on the planet's surface.

Ultimatrix, in cybernetic female voice: Solar Disruption Detected. Main functions on low power.

Hackoid: Uh. I don't have much time.

Hackoid zaps the dashboard, activating the boosters, launching the car further along the race. Racer 12 looks behind him and sees Hackoid approaching him.

Racer 12: You survived?! I won't have you win this race!

Racer 12 then looks up at the solar storm. He presses a button on the dashboard.

Car Interface: Auto-Pilot Engaged.

Racer 12: You know your stuff, 8.

Racer 12 then stand up from his seat and opens his arms towards the solar storm, absorbing its solar energy. He then grows stronger and his muscles become more in depth.


Racer 12 then sharply turns and sees a sharp looking boulder sticking out from the ground. He then breaks it off as the car drives by and grabs it. He then hurls it at Hackoid who destroys it with a laser blast, shattering it into pieces. Brandon's car then stops boosting and is now at the side of Racer 12's car. Racer 12 then strikes at Hackoid who dodges his attacks.

Racer 12: I WON'T LET YOU WIN!

Hackoid: Sorry, muscle head, but I'm shutting you down.

Hackoid then hacks Racer 12's car, shutting it down.

Racer 12, being passed by Hackoid: NO!

Hackoid zaps the upcoming warp gate, changing its purple frequency to green. Hackoid then transforms back into Brandon who sits back into his seat.

Brandon, using the radio: I hacked the warp gates. You should be good to go.

Meanwhile, elsewhere on the planet, Racer 1 is setting up a device made with two of the transmat circuits. A signal then turns green.

Racer 1, using a portable radio: Got it. Activating the device now. You copy?

Racer 11, on the other side of the radio: We copy.

Racer 1 activates the device which fires a teleportation beam at the solar storm. Back at Racer 12, he gets out of his car which now stops completely and lifts it over his head, however he starts getting weaker all of a sudden but still manages to throw his car towards Brandon's car before falling over. The solar storm then completely vanishes. The scene then cuts to the Arena where Racer 2 activates the same device on his end, completing the teleport and bringing the solar storm above the Arena. The viewers then run and scream as solar lightning strikes at the bleachers. The power then cuts off.

Racer 11, over her portable radio: It worked. It actually worked.

Back with Brandon, he's seen driving towards the warp gate.

Brandon: Great. I'm almost there. Just gotta past the-

A shadow then overcomes him. He turns around and sees the car falling from the sky from a certain angle. He slaps down the Ultimatrix but it doesn't respond. The car then impacts Brandon's car, causing an explosion. There is now static over the radios.

Racer 11: Brandon? Brandon?

Racer 3: Maybe it's the power.

Racer 1, over the radio: I don't think it is, Gibble.

Racer 11: Then let's carry out the plan. For Brandon.

The scene then cuts over the broadcasting room where Racer 8 is attempting to restore the power while Racer 4 is seated in the throne.

Racer 4: What's going on?

Racer 8: It's the solar storm, you idiot. Everything running on power is non-functional.

Racer 4: Don't call me an idiot, idiot.

Gibble then crawls up the back of the throne. Racer 8 sees him.

Racer 8: We've got an intruder. Hold still.

Racer 4: You're not the boss of me!

Racer 8 fires an electric beam from his hands at Gibble but Racer 4 gets up, getting electrocuted and falling over.

Racer 8: Idiot! I told you not to move.

A whack noise is then heard and Racer 8 falls over with Racer 11 behind him, wielding an alien wrench.

Racer 11: And it's about time you started to. (looks at wrench) Or better yet.

Racer 11 then raises the wrench over her head about to strike Racer 8.

Racer 11: RAH!

Racer 2: Wait!

Racer 11 stops and looks. Racer 2 then points behind him and Racer 1, walks in, carrying Racer 12's arm while Brandon carries the other.

Racer 11: How-

Brandon then removes a transmat circuit from his pocket.

Racer 11: But we used 4 of them for teleporting the storm, (pointing to Racer 1) he used the last one to teleport here.

Brandon: I got it from 5's car before the race started.

Racer 2: And him? (points to Racer 12)

Racer 1: Brandon radio'ed me to teleport him with me.

Brandon: He might be a jerk but he's still a person.

The scene then transitions to later on where shuttles are seen leaving the Arena. Racer 5 is being teleported away.

Racer 11: Looks like everyone is going back home.

Brandon: Except Racer 1, 4, 8 and 12. He agreed to keep this place in check while those other guys will help around here. No more abductions or anything else illegal. Fiox and Gibble are staying too, turns out they're good at working on machines.

Racer 11: Yeah I might stay too.

Brandon: What about the things you were going to do back on your home world?

Racer 11: That's what I've been thinking about. Racing is all I know, if anyone should be working here, it's me. At least, I'll finally be somewhere where I belong.

Brandon: Well then I guess I'll be going then, Racer 11.

Racer 11: Jaina. My name is Jaina.

Brandon: Nice name.

Jaina: Are you sure you can't stay with us? We could do so much with your help.

Brandon: I would but there are people who need me. (realizing) Earth... Earth needs me.

Jaina: Maybe we'll meet again, Brandon, but for now-

Jaina leans in to Brandon quickly and kisses him. Brandon looks surprised and is then teleports away. Jaina then sighs as Fiox comes over to her.

Racer 2: Everything okay?

Jaina: Yeah just tell One that he needs to work on his timing, Fiox.

The scene then cuts to Domiva, outside of the temple. Brandon then teleports back and looks around. The team then exit the temple and go to Brandon.

Sarah: Brandon!

Brandon, turning around and seeing them: Guys...

Sarah then hugs Brandon. Jenny sees this then hesitantly hugs Brandon also.

Coco: Dude, where did you go?

Brandon: It's a long story. I'll tell you about it on the way back.

Jenny: I hope that whatever problem you were trying to fix is fixed now.

Brandon: Yeah...

The scene currently shows the team heading back to the Interceptor from the temple but then transitions to the room where Brandon was, in the temple, showing clay pots filled with paint and a branch with grass wrapped around the end in front of a mural of Amy.

Brandon, continuing, unseen: ...I think it is.



  • Brandon
  • Coco
  • Sarah
  • Jenny
  • Jaina (First Appearance)
  • Fiox (First Appearance)
  • Gibble (First Appearance)
  • Racer 1 (First Appearance)
  • Racer 5 (First Appearance)
  • Racer 6 (First Appearance)
  • Racer 7 (First Appearance)
  • Racer 9 (First Appearance)
  • Viewers


  • Racer 4 (First Appearance)
  • Racer 8 (First Appearance)
  • Racer 12 (First Appearance)
  • The Announcer (First Appearance)
  • Alien Plant (First Appearance)

Aliens Used


  • This episode was inspired by the video game, Ben 10: Galactic Racing.
  • The Ultimatrix not functioning in a solar storm is brought up again. The first time was in The Ultimate Pollution.
  • The special features on the racing cars were inspired by Speed Racer's car, the Mach Five.
    • Coincidentally, the name for Brandon's actual car, the Mach 10, was inspired by the very same car.
  • Jaina's name was based on Jaina Solo Fel, the daughter of Han Solo from Star Wars.
  • There are various racing game/movie references in this episode including Super Sprint, Fast and the Furious and Mario Kart.
  • The planet names mainly came from Latin translations.
  • There was a deleted scene where the power in Brandon's racing car is drained and he uses Electrix to power it up and move faster than before. He would then say "Now this is rod racing." (rod meaning lightning rod) as a reference to The Phantom Menance's line "Now this is pod racing."
    • This scene could have also inspired Brandon draining the power source of Racer 12's car later on but it didn't feel necessary.
  • Originally, the plan was to race Racer 12 in order to install the transmat circuits to the warp gates in order to merge their energies which would teleport either the boardcasting booth or the whole Arena to the solar storm so their defenses would lower and the other racers could take back control but that didn't seem to make sense so the plan was revised to be more sensible.
  • The episode was supposed to show off more of the temple scene, explaining why Brandon was there before the Interceptor arrived however to save time, it was reduced to a surprise opening with its true purpose explained at the end.
  • While it may seem unclear, the reason why Brandon was in the temple was because he was trying to cope with the break up of Amy from the previous episode, Power of Love. While his training at the temple practically cured him, he still needed a way to express himself as a way of coping which was resolved when kissing Jaina at the end of the episode.
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