Ben 10: Protector of the Omniverse
Season 0, Episode O-29
Air date 20/3/2015
Written by UltiVerse
Directed by UltiVerse
Episode Guide
Surprise Visit


[Ben, off-screen]: Previously on Ben 10: Protector of the Omniverse...

[Kevin-21]: Tennyson, stop this. This regime has gone too far! Wow, how do I even know that word?


Bloxx punches Kevin-21 as his vision goes blurry.

[Azmuth]: An alternate version of you from another timeline is planning to come into our timeline and enslave it.


[Kevin-21]: No! Please, no!

His clothes start to tear, his eyes become green, his head widens, and his body becomes buffer, mutating into Ultimate Kevin-21, who breaks out of his cuffs.


[Gwen]: So, in this timeline, Ben went evil because Bellwood was destroyed?

[Vilgax-21]: Indeed.


[Ben]: Anything could pop out and attack us.

[Vilgax-21]: Anything (squints) ...or Tennyson.

A figure lunges at Vilgax-21, making him fall to the ground. Everyone turns around to see Manny-21 punching Vilgax-21 in the face. Forever Ninja-21, Ultimate Kevin-21, Ben-21 and finally, Pierce-21, step out of the shadows one by one.


[Ben and Ben-21]: ...attack!

Overrulers Headquarters (Timeline 21)
January 4, 2014, 12:44 AM EDT

Track: Star City (continued from last episode).

The episode continues from where the last one left off. Ben-21 activates his Omnitrix's dial, and slams the dial and is encased in green light, transforming into Four Arms.

[Four Arms]: Go back to your own timeline. This is none of your concern.

[Ben]: It kinda is now.

The lid of the Omnitrix slides upwards. The dial pops up, showing the icons of Wildmutt, Spitter, Buzzshock, Swampfire and NRG. Buzzshock's icon is highlighted. He presses the dial and is engulfed in green light.

Track: Aria Math (Skip to 3:35).

Ben's cells begin to change and his skeletal structure decreases as he grows smaller in size. His skin turns black and white and bolts grow on his arms. His feet become pointy and his eyes grow bigger, becoming fully green. The Omnitrix symbol appears on his chest and he hovers in the air.

[Buzzshock]: Buzzshock!

Track: Star City (continued from earlier).

He shoots electricity at Four Arms, who immediately grabs Buzzshock despite the pain surging through his system.

[Four Arms]: You're not getting away with this.

Next to the Buzzshock and Four Arms, Gwen and Kevin (in marble form) are fighting Ultimate Kevin-21.

[Gwen]: Kevin, you have to stop this. Control yourself. Your Gwen is in a total funk because you're gone. Fight your power-hungry side, Kevin. Resist the urge to-

He hurls a fireball at her. Gwen instantly creates a mana shield to protect herself.

[Ultimate Kevin-21]: It's not my fault! I can't change back! Not even if I wanted to!

Kevin charges at Ultimate Kevin-21 and punches him. Ultimate Kevin-21 creates an energy blast in his hands and prepares to fire it, when a laser hits him.

[Ultimate Kevin-21]: Oof!

Zack, holding a laser lance, waves at Kevin in the distance, indicating he was the one who shot the laser. Forever Ninja-21 kicks Zack to the ground.

[Zack]: Okay, I need to focus.

He gets up and uses his laser lance as a sword of sorts, hitting Forever Ninja-21 repeatedly. Forever Ninja-21 fires many shurikens at the laser lance.

[Zack]: Hey! You might damage it!

The laser lance emits sparks everywhere.

[Zack]: Great! Look at what you did!

Forever Ninja-21 knocks the laser lance to the ground. Zack flinches. On the other side of the room, Rook-21 is dodging Pierce-21's quills.

[Rook-21]: Mr. Wheels, you are better than this! Do not do Ben's bidding!

Pierce-21 runs towards him and hits him repeatedly. Rook-21 shifts his Proto-Tool into a sword and uses it to knock Pierce-21 back.

[Pierce-21]: The master will get what he wants!

He jumps on Rook-21 and uses one of his quills to stab him in the head.

[Rook-21]: Aah!

He falls to the ground. Pierce-21 looks over him, his quills growing longer. Meanwhile, Four Arms has pinned Buzzshock to the ground.

[Buzzshock]: Man, you sure are violent.

[Four Arms]: That's what you seemingly lack. Violence. Without violence, negativity prevails. That's why I stepped up and got rid of most of my enemies.

[Buzzshock]: We are not judge and jury. You can't just kill off anyone you want!

[Four Arms]: Oh, really? Look around you. Your friends can't hold their own against my army.

Billy-21 enters the room.

[Billy-21]: Sir, we did it. The Hands are working.

[Four Arms]: Good.

He reverts back to Ben-21.

[Ben-21]: Lead me to it. My servants will make short work of these weaklings. The Chronian invasion will begin.

[Buzzshock]: You better not be going to my timeline!

[Ben-21]: Oh, I am. Don't worry. You won't survive long enough to see everyone crumble.

[Buzzshock]: Why are you even doing this? What actually happened to Bellwood?

[Ben-21]: Don't you dare ask me that!

He bows his head in remembrance of what happened the year before.


Unknown Location (Timeline 21)
January 4, 2013, 10:00 PM EDT

We see a large abandoned military facility in the forest, from above. The Proto-TRUK slowly lands near the entrance as we zoom in to its level. The ramp unfolds and the past selves of Ben-21, Gwen-21, Kevin-21 and Rook-21 step out. They walk towards the entrance to find a scanner next to the door.

[Past Ben-21]: Whoever this guy is, he seems to know a lot about the military. How'd he guess the passcode?

[Past Kevin-21]: Probably has a spy on the inside.

[Past Ben-21]: So, what do we do? Break the door down?

[Past Gwen-21]: Do you want Colonel Rozum breathing down your neck?

[Past Ben-21]: Rozum doesn't scare me.

Past Kevin-21 and Past Rook-21 cross their arms in disbelief.

[Past Gwen-21]: Guys, we're wasting time.

Past Kevin-21 touches Past Rook-21's Proto-Tech armor, absorbing the material.

[Past Kevin-21, turning to the other three]: Step back.

He raises his right arm in the air and punches the door with great force, creating a dent.

[Past Kevin-21]: (smirks) Oh, yeah! Titanium got nothin' on me!

[Past Rook-21]: It seems like the tinkling to my armor has done us good.

[Past Gwen-21, correcting Past Rook-21]: Tinkering.

We hear the sounds of metal clanging, and pan to Past Kevin-21, where the door is on the ground, dented. We skip to a few minutes later in a hallway inside the base. The lights are turned off, but we can make out the cream-colored walls and dull-shaded floor. We pan to an open metal door. Next to it is a keypad. We zoom into the sign on the door which says 'Control Room', before entering the room. The control room is large, with long white tables with chairs and computers. At the very end, there is a large screen with a control panel. A man of average height in a black outfit is typing something on the control panel. The words 'Missile Ready' flash on the large screen. As the man attempts to press the button '2', his lower torso is encased in fuchsia energy, which illuminates the dark room. We see the man from the front. He has blue eyes and messy black hair. We follow the trail of fuchsia energy to the door, where Past Ben-21 and his team are standing. Past Kevin-21 is still coated in the material of the Proto-Tech Armor. The energy trails back to Past Gwen-21.

[Past Gwen-21]: Don't. Move.

The four walk closer to the man. Past Rook-21 shows the man his Plumber's badge.

[Past Rook-21]: Mr. Palmer, you are under arrest in the name of the Plumbers.

[Past Kevin-21]: Plumbers don't usually arrest humans, Rook.

[Past Rook-21]: I am aware.

[Past Ben-21]: How do I disable the missile? What's the pass-code?

[Mr. Palmer/Man, rolling his eyes]: You're gonna have to try harder than that.

[Past Ben-21, leaning closer towards Mr. Palmer to intimidate him]: Listen, Scott, is it? If you let that missile launch, you're going to have a very sad life. If you don't, you'll have a year or two in prison. Your choice.

Past Ben-21 and Scott stare at each other for a few seconds, not even flinching.

[Past Kevin-21]: (clears throat) Anyone remember that we have a MISSILE THAT'S ABOUT TO LAUNCH?! If you won't knock some sense into the guy, I will!

Past Ben-21 takes a few steps back, motioning for Past Kevin-21 to beat Scott up. We see through Scott's point of view. We look at Past Ben-21 and Past Kevin-21, who shifts his hands into maces, ignoring Past Rook-21.

[Scott, voice shaky]: O-Okay! I'll talk!

Past Kevin-21 shifts his hands back to normal and lets out a small 'hmph'. We return to normal view.

[Scott]: 2481965.

[Past Ben-21]: Good.

He walks towards the screen and type the numbers in the keyboard. The words 'Password Accepted' in green are displayed. Past Gwen-21 sighs in relief. Past Ben-21's grin quickly turns into a frown as the words 'Missile Launching' are displayed. The ground starts to shake from the impact of it launching. Everyone ducks. The mana lasso holding Scott in place disappears before Past Gwen-21 recreates it.

[Past Gwen-21]: (loudly) Ben, you need to stop that missile!

The ground stops shaking. Everyone slowly gets up. Past Kevin-21 holds Scott by the collar.

[Past Kevin-21]: Where is the missile heading?! WHERE?

[Scott]: You couldn't even stop it if you wanted to. That missile is meant to be fast and efficient, to destroy entire cities in seconds. It's supposed to be a last resort, and nothing can stop it, not even me. Why do you think this place is abandoned?

Past Kevin-21 punches him in the chest.

[Past Ben-21, frantically]: No, no, no, no, no. (hyperventilates)

We briefly see the missile high in the air, flying fast, heading for Bellwood.

[Past Rook-21]: Ben, calm down. I will contact Plumber Headquarters.

He taps his Plumber badge.

[Past Rook-21]: This is Rook Blonko to Bellwood Plumber Headquarters. We have an emergency, I repeat, an emergency. A missile is heading in your direction.

[Female Plumber]: This is- (static)

Past Ben-21's heart starts to beat faster and faster.

[Past Gwen-21, letting out a small sob]: Ben?

[Past Rook-21]: Miss Tennyson, try tracking Magister Tennyson.

[Past Gwen-21]: There's nothing I can use!

[Past Ben-21]: (points at Scott) YOU! YOU RUINED EVERYTHING!

[Scott, unfazed]: Get over it.

[Past Ben-21]: You think this is a GAME?

The lid of his Omnitrix slides up, and he activates the dial. The holographic interface shows the icons of Bloxx, Humungousaur, Ditto, Jury Rigg and Spitter are displayed. Humungousaur's icon is highlighted. Past Ben-21 slams his palm on the dial and is encased in green light, blinding everyone, who cover their eyes. As it dissipates, Humungousaur stands in Past Ben-21's place.

[Humungousaur]: (growls) You're going to get what's coming to you.

[Past Kevin-21]: Ben, wait. We don't even know if Bellwood was destroyed!

Humungousaur walks towards Scott.

[Humungousaur]: Gwen, out of the way.

[Past Gwen-21]: Ben-

Humungousaur nudges her, pushing her out of the way. The mana holding Scott in place disappears. We see through Scott's view as Humungousaur raises his arm, about to crush him. We hear the faint breathing of Scott, before Humungousaur's fist slams down on us.


Ben-21 shakes the memory off his head and walks off, following Billy-21.

[Buzzshock]: No!

Track: Time To Come Home.

He presses his Omnitrix symbol, and is engulfed in green light. His rib cage expands and his head detaches from his body, becoming fully cylindrical. His eyes become smaller and his arms, legs and torso grow bigger and become buffer. His arms and legs detach from his torso and a green aura surrounds his detached body parts. Four spikes emerge diagonally from his Omnitrix symbol.

Track: Joker's Gang Fight.

[Ultimate Buzzshock, lunging at Ben-21]: Ultimate Buzzshock!

He grabs Ben-21's arms.

[Ultimate Buzzshock]: Don't you dare!

Manny-21 runs towards Ultimate Buzzshock, punching him in the face, then slamming him against the ground.

[Manny-21]: Don't hurt the boss!

Ben-21 runs off, Billy-21 following him. Ultimate Buzzshock grabs Manny-21 by the head, throwing him at a wall.

[Ultimate Buzzshock]: Guys, we have to follow the other me!

[Gwen, holding off against Ultimate Kevin-21 with a mana shield]: Kinda busy here!

Suddenly, an unknown person as Big Chill, intangible, phases through the roof. However, his eyes are red and he lacks an Omnitrix symbol.

[Kevin]: Albedo!

[Rook-21]: Thank goodness!

[Ultimate Buzzshock]: I'm confused.

Big Chill turns tangible and uses his frost breath to freeze Manny-21. Forever Ninja-21 lunges at Big Chill, shooting shurikens in his face.

[Big Chill, scratched by the shurikens]: Gah!

He flies behind him and uses his frost breath to freeze him in mid-air. He then does the same to Ultimate Kevin-21 and Pierce-21.

[Big Chill]: Hurry!

Ultimate Buzzshock, Gwen, Kevin, Zack, Rook-21, Vilgax-21 and Big Chill rush to the entrance to the hallway. Big Chill creates an ice wall at the entrance and reverts back to Albedo-21 after being covered by red light.

[Albedo-21]: That will not hold them for long. Follow me to the Hands.

In a flash of green light, Ultimate Buzzshock devolves back to Buzzshock and reverts back to Ben, following Albedo-21, with the other heroes shortly behind.

Overrulers Headquarters (Timeline 21)
January 4, 2014, 12:58 AM EDT

They finally reach the Hands of Armageddon, located in the lab.

[Zack]: So, we just jump in?

[Albedo-21]: Yes.

[Gwen]: How much of a chance do we have that we'll end up in our timeline?

[Albedo-21]: 90%. Now, jump!

Everyone jumps in the portal.

Unknown Desert
January 4, 2014, 1:01 AM EDT

The music stops as the portal opens and they land in the middle of the desert in Timeline 1 (the main timeline).

[Zack]: What are we doing here?

[Gwen]: I recognize this place. This...this is where the Hands were destroyed in our timeline.

[Ben]: Great. We're in the middle of the desert.

[Kevin]: How are we gonna get to Bellwood?

All of a sudden, a Plumber ship descends from the sky. A ramp comes down, and Alan in his human form steps out.

[Alan]: Need a ride?

[Gwen]: How'd you find us?

[Alan]: Magister Tennyson didn't know where you were, so he asked us to get you. We were riding all over Earth and found you here. Mind explaining what Vilgax is doing here?

[Vlgax-21]: I am from an alternate timeline.

[Alan, raising an eyebrow]: Alternate timeline?

[Albedo-21]: We shall explain the situation to you on the way back.

January 4, 2014, 2:02 AM EDT

Ben-21 as Big Chill lands on Chronia.

[Female Chronian]: Intruder!

Big Chill reverts back to Ben-21 and a crowd forms around him.

[Male Chronian, excited]: Ben 10!

[Ben-21]: I'm not the Ben 10 you think I am. Where's your leader?

The crowd splits into two, making way for Eon.

[Eon]: Well, well. Look who we have here. An alternate Ben Tennyson.

[Ben-21]: Looks like I underestimated you, Eon. You're smarter than you look.

[Eon]: This is my territory, Tennyson. What do you want?

[Ben-21]: A deal.

[Eon]: I'm listening.

[Ben-21]: I'd like to use some of your servants to conquer this timeline.

[Eon]: How many?

[Ben-21]: A million.

[Eon]: What do I get out of this?

[Ben-21]: Nothing except total co-dominion over this timeline.

[Eon]: I'm not convinced.

[Ben-21]: It's simple, really. A simple explanation is what you need. You see...

Plumber Headquarters
January 4, 2014, 2:10 AM EDT

Ben, Gwen, Kevin, Zack, the Plumbers' Helpers, Rook-21, Vilgax-21 and Albedo-21 are inside the Plumbers' base.

[Cooper]: So, right now, you don't know what the other you wants with this timeline?

[Ben]: For an alternate me, he's pretty smart.

[Rook-21]: We will gain nothing by merely sitting here. We must find Ben.

[Manny]: And how do we do that? It's not like any of his soldiers or something are gonna burst right in.

An alarm goes off. Plumbers run all over the place.

[Male Atrocian Plumber]: Security breach! Purple robots at Max's Plumbing, above the base!

[Kevin]: Robots? What kind?

A group of Eon's servants descend from the elevator.

[Alan]: Halt in the name of the Plumbers!

[Manny]: Stop being a Boy Scout, Alan. Sometimes, you gotta bash and lash!

He runs towards two servants and slams their heads together.

[Ben]: We need to split up. Gwen, Kevin, Zack, Vilgax, with me.

[Albedo-21]: Ben is my enemy as well. I am coming with you.

[Gwen]: Ben, think. Remember when we were on Anur Transyl? There was a big army. Well, there's a big army now.

[Ben]: Yeah, and...?

[Kevin]: You used Whampire! Use him now.

Ben grins and taps the lid of the Omnitrix. It slides up and the dial pops up, showing the icons of Big Chill, Terraspin, Whampire, Grey Matter and Ripjaws. Whampire's icon is highlighted. Ben slaps the dial and is covered in green light. As the transformation track begins playing, Ben appears in a green background with light green bubbles pulsating rapidly behind him, his arms spread out. His skeletal structure increases and the bones of his fingers become longer and thinner, reducing from five to four. His eyes reshape and become completely green, and his skin turns pale. A spiked green mask grows on his face, and flaps grow under his arms. He becomes taller and gains fangs. His muscles bulge and his Omnitrix symbol appears on his chest and he crosses his arms.

[Whampire]: Whampire!

He spits Corruptura at the servants. The unconscious servants regain consciousness and get up.

[Whampire]: There must be thousands of them on the surface. I'll handle the soldiers. The rest of you find the other me. He must've brought some of his lackeys over.

He flies towards the elevator and ascends.

[Albedo-21]: I think my Ben is planning something catastrophic, though, for your sake, I shall stay positive.

Bellwood (Bird's Eye View)
January 4, 2014, 2:16 AM EDT

Whampire is flying above the ground, rapidly spitting Corrupturas at Eon's servants. The unhypnotized servants are attacking innocent bystanders.

[Whampire]: As many as I can!

He hears a voice.

[Voice]: Halt!

Poltroon-21 arrives on a hoverboard.

[Whampire]: Poltroon. Another one of Ben's lackeys?

[Poltroon-21]: I am in charge of any large armies under his command. This is one of those cases.

Whampire tries to spit a Corruptura at Poltroon-21, but he pulls out his raygun and blasts it.

[Whampire]: I'm gonna stop whatever twisted plan he has.

[Poltroon-21]: I'd like to see you try.

He pulls out his raygun and aims it just to the left of Whampire.

[Whampire]: You can't even aim at me! Ha!

Poltroon-21 shoots a blast past Whampire at a building, making some of its material chip off. The light from the blast makes Whampire hiss.

[Whampire]: Gah!

He spits a Corruptura at Poltroon-21, who uses his raygun to blast it into ashes before it reaches him. Whampire grabs Poltroon-21 and throws him on the ground. He lands and punches him in the face. Five of Eon's servants approach Whampire.

[Whampire]: Oh, man.

He spits Corruptura at them.

[Whampire]: Beat him up for me, will you?

They hesitate for a moment, then shake their heads and attack Poltroon-21 by swinging their lightsabers.

[Whampire]: Good.

He nods.

[Whampire]: Very good.

He flies into the air.

Plumber Headquarters
January 4, 2014, 2:19 AM EDT

The rest of the heroes have fought all of Eons servants, and the Plumbers are carrying their robotic remains away.

[Vilgax-21]: The terror is hardly over. We must aid your Ben in stopping ours.

[Voice]: Like we'd let you do that.

Ultimate Kevin-21 and Manny-21 come down through the broken elevator, and step into the light.

[Zack]: How'd you get in? There were tons of Plumber guards guarding the shop.

[Manny-21]: You think guards would be able to stop us?

[Manny]: No, but we will. 10 against two.

[Ultimate Kevin-21]: Count again.

A long golden-brown spike is shot into the room, landing on the ground, right in the middle of both the heroes and villains.

[Helen, squinting]: That spike. It looks like one of-

She bows her head.

[Manny]: No way can that be his.

Pierce-21, from above, lands on the ground.

[Alan]: Pierce!

[Vilgax-21]: Not yours. Ours. He is part of the Overrulers, and he must be defeated.

[Manny, leaping into the air]: Rah!

He lands on Manny-21 and starts punching him in the face. Manny-21 grabs Manny and rams him into the elevator.

[Manny-21]: Give up yet, inferior me?

[Manny, smirking]: I'm getting started. Helen can't tell me to hold back beatin' a villain up, so prepare for a brutal beatin'!

[Helen, crossing her arms]: Ahem.

Pierce-21 shoots spikes at Helen, but Gwen immediately throws up a mana shield in front of her.

[Helen, breathing heavily]: Thanks.

[Rook-21]: I shall assist Master Armstrong in defeating..err, our Master Armstrong.

He runs to Manny's side.

[Helen]: Alan, Cooper and I will handle Pierce. Maybe we can talk him out of it.

[Ultimate Kevin-21]: Fat chance.

[Kevin]: Looks like we'll take care of big ugly me.

Vilgax-21 shoots Ultimate Kevin-21 with his laser beams, but he absorbs them using Chromastone's powers.

[Ultimate Kevin-21, his eyes glowing red]: Being a hero has made you weak, Vilgax, and may I add, stupid.

He proceeds to blast him, but Vilgax-21 activates his forcefield.

[Vilgax-21]: You got me wrong, Levin. I'm only aiding them for my own purposes.

[Gwen]: Please, Kevin, stop this! I know you can!

[Ultimate Kevin-21]: It's useless, Gwen. The only thing I desire is power. And I'll get-

He is interrupted by Kevin in steel form, who hits him in the face, knocking him back.

[Kevin]: Big, ugly and talkative. That's an evil combo right there.

[Ultimate Kevin-21]: I'll make you eat those words!

[Kevin]: Come at me, bro!

Ultimate Kevin-21 dashes towards Kevin, but he jumps over him and stabs him in the back with his right hand in blade form. The wound heals almost instantly. Vilgax-21 grabs him and tosses him towards a wall. Before he can recover, Vilgax-21 elbows him through the wall and into the storage room.

[Vilgax-21]: Go help the others, I can handle this!

Gwen and Kevin nod in agreement. In the meantime, Manny-21 and Manny are wrestling against each other and Helen dogdes Pierce-21's spikes.

[Helen]: Pierce, what is wrong with you?

[Pierce-21]: Nothing is wrong with me. Ben offered me help when no one else did.

Alan creates a ring of fire around him.

[Alan]: You aren't going anywhere.

Manny-21 throws Manny to the ground and starts stomping him.

[Helen]: Manny, no!

She super speeds towards him, but Manny-21 grabs her by the neck and attempts to strangle her.

[Helen, struggling to breathe]: Manny, please. I can't brea-

[Manny-21]: I'm not the Manny you once knew!

All of a sudden, a mana disk is thrown at Manny-21's hand and lets go of Helen, who rubs her neck.

[Gwen, her hands glowing]: Stop what you are doing right now before I force you to.

[Manny-21]: How about no?

He smashes the ground, but Gwen levitates above it and ensnares Manny-21 with mana lassos. Manny gets up and knocks him down with two arms, while grabbing his chest in pain. He turns immediately towards Helen.

[Manny]: Are you alright? Did he hurt you?

[Helen]: I've been better, but I can manage.

Alan absorbs the fire around Pierce-21 and they all gather around him.

[Zack]: Where's your Ben?

[Pierce-21]: You won't get anything out of me.

[Kevin]: Looks like we'll just have to beat it out of you.

[Pierce-21]: Try me. I won't betray my master.

[Albedo-21]: Fret not.

He transforms into AmpFibian and touches his temple, reading Pierce-21's mind.

[AmpFibian]: He is in another timeline.

He reverts back to Albedo-21.

[Cooper]: Which one?

[Albedo-21]: Timeline 584. I cannot fathom what my Ben has in store for us.

Bellwood (Timeline 584)
January 4, 2014, 2:23 AM EDT

We see Eon's servants coming out of a purple portal, rampaging through the city. The camera zooms in to a rooftop of a building, revealing Nega Ben, watching the chaos.

[Nega Ben, bored]: Whatever, let's get this over with.

The lid of his Omnitrix slides up, and he activates the dial. The holographic interface shows the icons of Eye Guy, Rath, Jetray, Armodrillo and Feedback. Jetray's icon is highlighted. Nega Ben presses the dial and is engulfed in grey light, transforming into Jetray, taking off. He starts blasting several of Eon's soldiers from below with his neuroshock beams and heads towards the portal.

[Jetray, landing]: Looks like a dimensional portal. Nothing Clockwork can't fix.

He attempts to transform, but gets hit by a seed bomb originating from the portal, hitting a wall. Out of it comes Ben-21 as Wildvine.

[Wildvine]: Hello, Benjamin. You don't mind if I conquer your little timeline, do you?

He throws another bomb at Jetray, but this time, he dodges.

[Jetray]: Another version of me. Lame.

He shoots neuroshock beams from his eyes and tail, but they pass right through Wildvine's skin without harm.

[Wildvine, grinning]: My turn.

He stretches his arms and grabs Jetray's leg, smashing him against the ground. Jetray tries to stand up, but Wildvine throws two more bombs from his back. Jetray blasts them with his beams, causing them to explode and release spores that quickly grow into vines that tie Jetray's legs and wings.

[Wildvine]: To be honest, I expected more of a fight from a Ben like you.

[Jetray]: Whatever, man. It's not like I care.

He breaks free and dashes towards Wildvine, grabbing him and throwing him at a warehouse. Wildvine shoots thorns from his fingertips, but Jetray swiftly dodges them and shoots an intense beam from his eyes, that this time severs Wildvine's right arm from the elbow and down. Plant matter quickly emerges from the wound and replaces the lost limb. Jetray frowns and once again charges at him. Wildvine grows tentacle-like appendages from his chest that restrain Jetray. He elongates the index finger of his left hand and touches Nega Jetray's Omnitrix symbol, reverting him back to Nega Ben in a flash of grey light.

[Nega Ben, trying to get free]: Argh! You won't get away with this.

[Wildvine]: And I thought you didn't care.

He turns his hands into clubs and starts beating Nega Ben up. The latter tries to reach his left arm, but Wildvine crushes it.

[Nega Ben, barely alive]: Come on then, do it. But I know you don't have the guts to-

He passes out. Wildvine raises his right hand, ready to deliver the final blow. Out of the blue, Portroon-21 comes out of the portal, panicked, and runs towards Wildvine. The appendages on his chest retract and release Nega Ben onto the ground.

[Poltroon-21, breathing heavily]: Master, master! Our invasion on Timeline 1 has failed! Ben Tennyson is coming!

[Wildvine, angry]: What did you just say?

[Poltroon-21, nervous]: I did the best I could, but-

[Wildvine]: -it wasn't enough.

In a flash of green light, he transforms into Rath and grabs Poltroon-21 by the neck.

[Poltroon-21]: Master, what are you-

Rath smashes him against the ground.

[Rath]: Let me tell you somethin', Lewodan scum, I've had enough of your incompetence!

[Poltroon-21, afraid]: No! Wait, wait, surely I can be of some further assistance, right?!

[Rath]: Rath is being generous, so he'll give you a second chance.

[Poltroon-21, sweating]: I can convince P'andor to fully join us!

Rath bends towards him, pointing his claw at his chin, then immediately stands up and slaps his Omnitrix symbol. A green flash engulfs him and reverts back to Ben.

[Ben-21]: Be quick, before I change my mind.

Poltroon-21 clumsily gets up and runs towards the portal.

Plumber Headquarters
January 4, 2014, 2:26 AM EDT

Rook-21 escorts Pierce-21 inside an interrogation room, which has a small table, two chairs on each side of it and two glasses of water on top of it, while Kevin, Albedo-21, Manny, Helen and Alan are watching through a one-way view window.

[Rook-21]: Mr. Wheels, please, have a seat.

[Pierce-21]: You are wasting your time. I will never betray my boss.

Outside the interrogation room, Kevin is talking to Albedo-21.

[Kevin]: I thought you read his mind as AmpFibian.

[Albedo-21]: Indeed I did. However, Ben has trained his lackeys to block some of their thoughts, and I am still not familiar with Amperi telepathy.

Inside the interrogation room...

[Rook-21]: Mr. Wheels, I will not repeat myself. Have a seat.

Pierce-21 growls and sits down. Rook-21 does as well.

[Rook-21]: I shall attempt to keep this simple for you, Mr. Wheels. Ben is dangerous and we need to know his full plan if we want to stop him.

[Pierce-21]: Do your worst. Beat me down, threaten me, I won't reveal anything.

Outside the interrogation room...

[Alan]: Do you think this guy can convince Pierce?

[Albedo-21]: I am sure Mr. Rook is quite skillful when it comes to situations like this.

Inside the interrogation room...

[Rook-21]: Mr. Wheels-

[Pierce-21]: Stop calling me that.

[Rook-21]: Excuse me?

[Pierce-21, screaming]: I said stop calling me that!

[Rook-21]: You do realize that if you reveal Ben's plan to us, we will do anything in our power to protect you.

[Pierce-21]: Hah! Like you stand a chance against Ben. Sooner or later, he will destroy you all!

Outside the interrogation room...

[Helen, bowing her head]: I still can't believe it. Pierce...

Inside the interrogation room...

Pierce-21 looks towards the window, which of course shows nothing for him.

[Pierce-21]: Who is watching?

[Rook-21]: I am afraid I cannot tell you.

[Pierce-21]: Well, don't expect anything from me, then.

Rook-21 slams his fists to the table.

[Pierce-21, sarcastically]: Whoa, tough guy! What'll you do next?

[Rook-21]: Mock me all you want, Mr. Wheels, but my point still remains. If you help us, we will help you.

[Pierce-21]: Like you did when Ben attacked this very base back home? Or did you forget what happened?

[Rook-21]: Mr. Wheels, please, there is no need to relive bad memories.

[Pierce-21]: Oh, but there is. Maybe you don't remember anymore, but Ben killed my sister Helen!

[Rook-21]: Of course I did not forget. It was a sad day and-

[Pierce-21]: -But you don't understand.

[Rook-21]: You are correct. I do not understand how you feel. But joining Ben was not the solution!

[Pierce-21]: What choice did I have? He would kill Alan if I didn't! Besides, he brought me back from the dead! I owe him my life.

[Rook-21]: There is always a choice, for everyone one of us. You made yours, we made ours. But now, you are offered the opportunity to do the right thing.

[Pierce-21]: How do you know it's the right thing to do?

[Rook-21]: Because I still have faith. Faith that the world will return to the way things used to be.

[Pierce-21]: You truly believe that?

[Rook-21]: Yes.

[Pierce-21]: Okay, here's what you need to know...

Just outside of Bellwood
January 4, 2014, 2:30 AM EDT

We see Whampire hovering towards a purple portal, ready to enter it.

[Whampire]: Here goes nothing.

He walks towards it, but dozens of Eon's soldiers emerge from the portal and lunge at Whampire, who repels them with a small sonic explosion.

[Whampire, spitting Corrupturas]: Alright guys, you're coming with me!

The Corrupturas fly at Eon's soldiers and attach to their foreheads.

[Whampire]: That's more like it!

He attempts to enter the portal again, but this time, Ben-21 as Stinkfly stops him.

[Stinkfly]: Where do you think you're going?

He spits sticky goo from his eyes and mouth, covering a large portion of Whampire's body.

[Whampire]: Guys, atta-

His mouth is covered by Stinkfly's goo. Whampire's Omnitrix symbol beeps and is engulfed in a green flash, reverting back to Ben. His Corrupturas break into small pieces.

[Ben, getting rid off the goo]: Dude, do you have any idea how that smells?

[Stinkfly]: I won't allow you to interfere with my plan! Stand back before I force my hand!

[Ben, sarcastically]: Oh, I'm so scared!

Stinkfly gets angry and charges at Ben, grabbing him and flying into the air.

[Stinkfly]: You will suffer for your arrogance!


He kicks Stinkfly in the belly, who lets him go in pain, causing Ben to fall with great speed.

[Ben, activating the Omnitrix]: This is definitely not one of my brightest ideas.

The holographic selector shows the icons of Echo Echo, Gutrot, Wildmutt, Murk Upchuck and Chromastone, with Murk Upchuck being highlighted. Ben slaps the dial and is covered in a green flash. He appears in a green background with light green bubbles pulsating rapidly behind him. Ben crouches down and his skeletal structure decreases. His head merges with his torso, and his head grows wider and longer. His eyes grow bigger and become fully green. His fingers grow shorter and disappear. Four claws grow in the place of the fingers of each hand. His tummy bulges out and his skin turns swampy-green and dark green spots grow all over his body in random places. Six sprout-like growths emerge behind his head. A tail extends from his behind, and black stripes grow at the sides of his head, touching his cheeks. His Omnitrix symbol appears on his chest and he does a backflip.

[Murk Upchuck, falling]: Upchuck!

He expels his tongues downwards, which allow him to land safely to the ground. Eon's servants immediately assault him, but Murk Upchuck sticks out his four long green tongues and eats one of them, immediately spitting him out and hitting two in front of him. Stinkfly shoots slime from his mouth, which Murk Upchuck digests and spits it back out as green energy shurikens, that hit Stinkfly's wings, causing them to get stuck. As a result, Stinkfly falls to the ground and reverts back to Ben-21 in a flash of green light. Murk Upchuck proceeds to defeat the rest of Eon's soldiers by smacking them with his tail and blasting them with green slime shurikens. His Omnitrix symbol flashes green and he reverts back to Ben, who walks towards the seemingly unconscious Ben-21.

[Ben]: I'd better get you to the Plumbers before you try something else.

He taps the lid of the Omnitrix in order to transform, but Ben-21's eyes open wide, who gets up and punches Ben in the jaw, then roundhouse kicks him to a few nearby rocks, resulting in Ben hitting his head and gaining scars on his forehead.

[Ben-21]: Fool. Did you really believe you could defeat me that easily? I wield the most powerful device in the universe!

He activates the dial of his Omnitrix and Humungousaur's hologram pops up. Ben-21 slaps the dial and is covered in green light.

[Humungousaur]: Time to finish you off for good!

[Ben, rubbing his head]: comfortable...about that!

He slowly and awkwardly stands up and the lid of the Omnitrix slides upwards. The dial shows the icons of Big Chill, Grey Matter, Diamondhead, Echo Echo and Spidermonkey, with Echo Echo being highlighted. Ben slaps the dial and is engulfed in a green light. As the transformation track begins playing, a completely green Ben appears in a dark green background with light green bubbles behind him. He crouches down and his skeletal structure decreases and eventually dissolves into invisible sound waves, who are coated in a humanoid white silicon suit, with a black line running down his chest. On the suit, small green orbs appear on both hands and cassete-like structures on both legs. The headphones on his head are connected with a rectangular appendage on his back, resembling a MP3 player, which reads '10'. His eyes and mouth appear and the Omnitrix symbol pops out of his chest, as he multiplies into three copies and runs towards the camera.

[Echo Echos, jumping at Humungousaur]: Echo Echo!

They manage to pin Humungousaur down, who flexes his muscles, causing them to get sent back a few meters.

[Echo Echos]: We will stop you, stop you, stop you!

[Humungousaur]: Unlikely.

He claps his hands together, creating a huge shockwave that literally sends the Echo Echos flying. The 3 split into 5 more copies (there are now 15 of them in total) and each clone grabs the other's hand and release a sonic blast from their mouths at Humungousaur, who covers his ear holes in discomfort.

[Echo Echos, landing on the ground]: Had enough, enough, enough...?

[Humungousaur]: That tickled.

He smashes the ground with his fists, cracking it and causing the Echo Echos to fall down.

[Echo Echo 1]: C'mon already!

The clones get up and surround Humungousaur, but he smacks three of them away with his tail and grabs another by the neck, making him disappear in green light. The remaining Echo Echos release a high frequency sonic scream and Humungousaur falls to his knees.

[Humungousaur]: No! You will never defeat me!

He slaps his Omnitrix symbol and is consumed by green light, transforming into Echo Echo as well and divides into 10 copies, who begin laughing.

[Echo Echo-21s]: It's over, over, over!

[Echo Echos]: Not until we say so.

All the Echo Echos charge at each other. One Echo Echo clone climbs at the shoulders of another and jumps at an Echo Echo-21 clone, kicking him in the face. Three Echo Echo-21s emit sonic screams at 2 Echo Echos, knocking them back.

[Echo Echo 2]: This is way too confusing.

[Echo Echo-21 4]: Then let us make it easy for you.

The Echo Echo-21s merge into one and is engulfed in green light, transforming into XLR8. He rams into all of the Echo Echo clones, and they fall to the ground. The Echo Echo clones disappear in green light, except for the true one. Echo Echo jumps into the air and is engulfed in green light.

[Water Hazard]: Water Hazard!

He fires water around XLR8, and taunts him as he lands on the ground.

[XLR8]: Did you think I would've ran over the water, slipped and fell, allowing you to defeat me?

[Water Hazard]: Not really.

In a flash of green light, XLR8 transforms into Atomix and hovers in the air.

[Atomix]: I've had enough of your meddling!

He forms a green energy sphere in his hands.

[Water Hazard]: Think fast!

He fires a jet of water at Atomix, which causes a steam eruption.


Atomix flies up to the sky, and he fires the energy sphere at Water Hazard, which multiplies itself, hitting Water Hazard and chipping off parts of his armor, also revealing his soft pinkish white body. Water Hazard falls to his knees and Atomix lands in front of him.

[Water Hazard, weakly]: That...actually hurt.

[Atomix]: Look at you. So pathetic and weak.

He kicks him in the chest, sending him back a few meters.

[Atomix]: You don't have what it takes to protect this world. Just give up.

[Water Hazard, standing up]: I'll never surrender, not as long as your regime is active. You're a disgrace to the heroes. I'm a true hero.

[Atomix]: No, you aren't.

His left fist glows with green energy and punches Water Hazard in the face, making him fall down and revert back to Ben.

[Atomix]: You are just a kid who's playing around. You don't deserve to bear the Omnitrix!

[Ben, adjusting his jaw]: I won't let you win.

He tries to get up, but fails. Atomix slaps his Omnitrix symbol and transforms in a green flash into Grey Matter.

[Grey Matter]: Say goodbye to your powers forever!

He jumps at Ben's wrist, pressing and twisting the Omnitrix's dial until the hourglass symbol fades away and the faceplate becomes black.

[Grey Matter, grinning]: Your days as a "hero" are over.

Grey Matter jumps off Ben's wrist. Ben coughs and tries getting up once again, to no avail. Grey Matter is covered in green light, re-transforming into Atomix and rising into the air. He forms a green energy ball in his hands and fires it at Ben, who looks at it in dread. A blue light engulfs Atomix and Ben. The blast hits the ground, creating some smoke.

Unknown Realm
January 4, 2014, 2:34 AM EDT

We see a high table, with four aliens seated. A male Chronosapien, a male Celestialsapien, a male member of an unknown species, and a female member of another unknown species. Ben and Ben-21 teleport in in a flash of blue light. Ben is on the ground, as he was before. Ben slowly gets up.

[Ben-21]: What is this place? Why am I in my human form? (looks at Ben) You did this!

[Male Celestialsapien]: Silence! Benjamin Kirby Tennyson of Dimension 21, you have been summoned due to your vandalism of time and space and various dimensions and timelines.

[Ben-21]: And who are you to tell me to stop?

[Male Chronosapien]: We are the Keepers of Time, in charge of all space-time affairs.

[Ben-21]: I don't have time for this!

He attempts to activate his Omnitrix, to no avail.

[Unknown Female Alien]: Your Omnitrix has been deactivated. You will now be sent to Limbo, a realm outside space and time, for an undecided amount of time.

[Ben-21]: You cannot do this do me! I worked hard-

[Unknown Male Alien]: Trying to cause turmoil. Now, stop wasting my time!

[All Keepers of Time]: We now decide to send Ben Tennyson of DImension 21 to the dimension of Limbo!

A white flash occurs, and Ben-21 is gone, leaving nothing but his Omnitrix. Ben, baffled, scratches his head. A figure steps down from the stairs in the hallway. He looks like a cowboy, two revolvers in his sleek black wholesters. Long brown boots and to complete his look, a signature cowboy hat.

[Ben]: What the heck? Paradox? (sarcastically) Nice outfit you got there.

[Professor Paradox]: What, you like it? Just another effect from the Time Wa-

[Ben]: I'll go check out your mall later, for now can you tell me where am I and who are these weirdos. (to the Keepers) No offense.

[The Keepers of Time, in unison]: None taken.

[Professsor Paradox]: They- We are the Keepers of Time, a syndicate banded to inspect and correct all the space-time anomalies. And your evil twin is or was one of them. 

[Ben]: What'll happen to Bellwood? All the damage he did? The massacre?

[Male Celestialsapien]: It will all have happened, but all the inhabitants of Dimension 21 will be sent back and the damage will be repaired, except for your Omnitrix.

Ben opens his mouth and attempts to speak, but Professor Paradox pats him on the shoulder.

[Male Chronosapien]: Fate has its reasons.

Plumber Headquarters
January 4, 2014, 2:45 AM EDT

Ben steps out of the elevator and takes a look around. He whistles in impression as all the damage has been undone. The camera switches to Ben's view for a split second as we spot Gwen, Kevin and Max talking near the screen. The view switches to the third person once again, as Ben approaches his teammates.

[Gwen]: Hey.

[Ben]: Hey.

[Max]: Where'd you go?

[Ben]: Some weird realm. Long story short, the other Ben's in Limbo, and... (bows his head) my Omnitrix is deactivated for good.

[Max]: Cheer up, kiddo. I have something that may cheer you up.

[Ben, raising an eyebrow]: Yeah?

[Max]: You, Gwen and Kevin will be getting a new teammate, one who was supposed to arrive two years ago, but had to stay back because of...personal reasons.

[Ben]: The three of us have been handling trouble for years, Grandpa. We're as good as we can get.

[Max]: Just give him a chance, Ben.

[Gwen]: There goes my hope for having a female teammate.

The camera focuses on a scrawny male alien talking to a human female. Both are wearing Plumber suits.

[Ben]: Hey, that's Tack! Is he our new teammate?

[Max]: No, but your teammate's behind you.

Ben turns around, facing the elevator. It dings as it opens. Out steps a well-built male alien with yellow eyes. Almost his entire body is covered in some sort of blue armor. A blaster is attached to his shoulder.

[Kevin]: A Revonnahgander?

Ben, Gwen, Kevin and Max walk towards the Revonnahgander. Ben scans him from top to bottom.

[Max]: Ben, Gwen, Kevin, meet Rook Blonko.

[Rook]: Benjamin Kirby Tennyson, it is an honor to be in your presence, sir.

He bows in respect.

[Gwen]: At least we'll finally be getting a teammate with manners.

[Ben and Kevin]: Hey!

Rook offers his hand for Ben to shake. Ben shakes his hand and awkwardly smiles.

[Kevin, as Ben pulls away from the handshake]: So, what now?

[Ben]: I guess I'll just have to wait for Azmuth to show up and fix my Omnitrix. Until then, we could just chill.

[Max]: A new year means new start. I have a feeling things are going to change.

[Gwen]: They sure are.


Noteworthy Events

Major Events

  • Rook, Albedo-21, the Keepers of Time, Scott and Poltroon-21 make their debuts.
  • Alan, Cooper, Helen, Manny, Tack, Max, Eon, Eon's servants and Nega Ben make their Protector of the Omniverse debuts.
  • Four Arms-21, Humungousaur-21, Ultimate Buzzshock, Big Chill-21, AmpFibian-21, Jetray-584, Wildvine-21, Rath-21, Stinkfly-21, Echo Echo-21, XLR8-21 and Grey Matter-21 make their debuts.
  • Buzzshock, Whampire, Murk Upchuck, Echo Echo and Water Hazard make their Protector of the Omniverse debuts.
  • The destruction of Dimension 21's Bellwood is explained.
  • Rook joins Ben's team as its fourth main member.

Character Debuts

Omnitrix Alien Debuts

  • Buzzshock (Protector of the Omniverse debut)
  • Ultimate Buzzshock
  • Whampire (Protector of the Omniverse debut)
  • Murk Upchuck (Protector of the Omniverse debut)
  • Echo Echo (Protector of the Omniverse debut)
  • Water Hazard (Protector of the Omniverse debut)

Minor Events

  • Professor Paradox is revealed to be involved in another Time War.



Aliens Used

By Ben

  • Buzzshock (first reappearance)
  • Ultimate Buzzshock (first appearance)
  • Whampire (first reappearance)
  • Murk Upchuck (first reappearance)
  • Echo Echo (first reappearance)
  • Water Hazard (first reappearance)

By Ben-21

  • Four Arms (first appearance)
  • Big Chill (first appearance)
  • Wildvine (first appearance)
  • Rath (first appearance)
  • Stinkfly (first appearance)
  • Humungousaur
  • Echo Echo (first appearance)
  • XLR8 (first appearance)
  • Atomix (x2)
  • Grey Matter (first appearance)

By 17-year old Ben-21

  • Humungousaur (first appearance, flashback)

By Albedo-21

  • Big Chill (first appearance)
  • AmpFibian (first appearance)

By Nega Ben

  • Jetray (first appearance)


  • When Gwen said "Remember when we were on Anur Transyl?", it is a reference to the Omniverse episode The Vampire Strikes Back.


Ben 10: Protector of the Omniverse
Creator: UltiVerse
Co-Writer(s): Bat24 - PrimalFan - The Awesome Jack

Artist(s) and Other(s): Echoson (Artist) - PrimalFan (Artist) - Ultra3000 (Idea Provider)

Ben Tennyson - Gwen Tennyson - Kevin Levin
Timeline 1
Argit - Azmuth (deceased) - Bellicus - Carl Tennyson - Cash Murray - Charlie Grant - Coach Kaye - Collin Matthews - Crystal Phoenix - Emily - Eunice - Frank Tennyson - Galvan Soldiers - Gluto - Jimmy Jones - Jonesy - J.T. - Julie Yamamoto - Kenneth Tennyson - Max Tennyson - Myaxx - Mr. Baumann - Natalie Tennyson - Pakmar - Plumbers (Alan Albright - Blukic - Bromeba - Bryk - Chortle - Cooper Daniels - Driba - Elliot - Fistina - Helen Wheels - Jerry - Krayec - Leadfoot - Manny Armstrong - Magister Arnux - Magister Hulka - Magister Patelliday - Maryana Autumn - Molly Gunther - Morty - Stenner - Stick Doug - Tack - Zorian) - Professor Paradox - Sandra Tennyson - Serena - Ship - Tetrax Shard - Zed

Timeline 4
Multiplex - Sibyl - Titan - Carl Tennyson - Julie Yamamoto - Sandra Tennyson

Timeline 23
Ben Tennyson - Tetrax Shard - Sevenseven - Azmuth

Timeline 33
Gwen Tennyson

Timeline 999

Timeline 1
Alien X - AmpFibian - Antigravitesla - Arctiguana - Armodrillo - Astrodactyl - Atomix - Ball Weevil - Big Chill - Blitzwolfer - Bob the Blob - Brainstorm - Bullfrag - Buzzshock - Cannonbolt - Chamalien - Chromastone - Clockwork - Crashhopper - Dartroot - Decagon Vreedle - Diamondhead - Ditto - Domino - Eatle - Echo Echo - Evomania - Eye Guy - Fasttrack - Feedback - Four Arms - Frankenstrike - Ghostfreak - Glitch - Goop - Gravattack - Grey Matter - Gutrot - Heatblast - Heavysplitter - Humungousaur - Jetray - Juryrigg - Kickin Hawk - Lodestar - Mimisthetic - MindFlip - Mole-Stache - Nanomech - NRG - Octolord - Overflow - Pesky Dust - Plantapocalypse - Porquillpine - Portaler - Rath - Ripjaws - Rocks - Sandbox - Shocksquatch - Slow Hands - Snare-oh - Sparkhenge - Spidermonkey - Spitter - Squidstrictor - Stinkfly - Swampfire - Terraspin - Thriller Whale - Toepick - Upchuck - Upgrade - Venomsnake - Vine-al Warning - Water Hazard - Way Big - Whampire - Wildmutt - Wildvine - Wolf Calendar DS - XLR8
Ultimate Arctiguana - Ultimate Big Chill - Ultimate Cannonbolt - Ultimate Echo Echo - Ultimate Goop - Ultimate Gravattack- Ultimate Heatblast - Ultimate Humungousaur - Ultimate Rath - Ultimate Spidermonkey - Ultimate Swampfire - Ultimate Way Big - Ultimate Wildmutt
Season 1

Season 2

Season 3

Season 4

Season 5

Season 0
Azmuth's Invention - Wrath of the Xenocytes - The Trouble With Doubles - Escape From the Infinimatrix - Bait - Fusing Some Enemy Butt - Factorial Doom - Wrath of Vilgax - A Trip To...Nowhere - To The Past - Clown Catastrophe - Forever Stealing - Rumors and Lies - Summer Again - Truce - Ultimate Escape - Hero's Challenge - Controlled - Ben-Blank: Protectors of the Omnigizer - Prom Not To Be - Doom Date - Behind the Mask - Quest to Conquer - When Things Are Altered - Play It Back Again - Ben 10: Fall of the Omniverse - Surprise Visit - The Chronian Invasion - Aggression

Related Pages
Ben 10: Omnifinite - Earth-50 - Fan List

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