Season 1, Episode 6
Air date May 8, 2016
Written by Dioga beta
Directed by Dioga beta
Episode Guide
Omni Crew Origins: Ryder
ChamAlien Faces the Feral Ones
Omni Crew Origins: Jane


The Omni Crew is at HQ, everyone except John gathered around the table for lunch. They pass the food around, when the door opens, Argit walking in.

Kairi: Who’s that?

Jane: Argit. Our sponsor. He never visits unless he wants something.

Ben: Argit! Been a while!

Ben gets up, shaking Argit’s hand.

Argit: Benjy! Always a pleasure!

Ben: Oh, agreed. So, what’s up for today?

Argit: Well, I am in needing you boys for a photo op. The newest line of Omni Crew action figures are coming out, spotlighting you, Ryder and Megaman.

Ryder: As they should. I’ve been going out of my way to show my style and status!

Megaman: I decline.

Argit: You can’t. If you do, I’ll take away all your pretty little toys. And I hear that you love tinkering around with those.

Megaman scowls at that, but it is Jane that stands up.

Jane: If he doesn’t want to do it, then maybe you should recruit someone else for this, someone who actually acts likable. I would be fine with…

Argit: Nope! It has to be these three! They’re the action figures! 

Kairi: When do we get action figures made?

Argit: Most likely never. Dolls are the preferred method of advertising to females.

Jane: Excuse me?!

Ryder: Hey, relax, Jane! I’m sure they’d make you into a cute doll!

Ben chuckles a bit at this, but the others are silent, Jane’s expression ridden with anger. The security alarm goes off, as Yami takes this opportunity to get up and check on it. He pulls the incident up onto the monitor, revealing an army of Pretty Boy clones rampaging in a city, Ma Vreedle at the reigns.

Ma Vreedle: Go ahead and plunder, boys! Pave the way to make yourselves a nice little playground!

Argit: (In fear) MA VREEDLE?!

Jane: Who’s that?

Ben: One of the most feared criminals in the galaxy. Even Vilgax runs and screams when she’s coming. Nothing we can’t handle, though.

Argit: Uh, quite right! Ben, Ryder, Megaman! I want you three leading the calvary on this one. Get some media attention to lead up to our photo op. 

Jane: And what about the rest of us?!

Argit: Eh, this matter shouldn’t require all of you. Maybe one more, to fly the Rustbucket or something.

Yami: I guess that means me, being the only “non-celebrity” who can fly it.

Argit: Excellent! Now, get moving, boys!

Ben, Ryder and Megaman get up to go, Ben grabbing another sandwich. Jane sits back down, pouting. Kairi and Samurai begin an exchange in sign language, leaving Jane out of the conversation. Yami goes over to Jane.

Yami: Wanna learn how to fly the Rustbucket?

Jane’s face lights up, as she stands instantly.

Jane: Definetely. Make me a doll, ha! I’ll show them.

Yami and Jane fly the Rustbucket through the sky, Yami giving Jane the tutorial, and allowing her to be in control. It’s a little bumpier ride, but they arrive at the town the Vreedles are destroying, Jane opening the hatch.

Ben: Alright, guys! Leave this to the first rate heroes!

Jane: Excuse me?!

Ryder: Let’s show off what the Omni Crew can really do!

Ben and Ryder jump out the open hatch, transforming into Four Arms and Heatblast, respectively. Four Arms lands and engages with a muscular Pretty Boy, while Heatblast slows his fall with propulsion flames, flying over them and raining down fire.

Megaman: Ugh. Let’s just get this over with.

Megaman slaps down the Omnitrix.

Stone Man: Stone Man!

Stone Man jumps out, stretching his arm to grab onto a building side, swinging down. He fires the Bloxx-lobber at Pretty Boys, it exploding on contact, knocking them down.

Jane: “First rate heroes?!” Oh, that pompous jerk! I’ll show them!

Yami: Jane, I know that you’re riled up, but you can’t let it effect your battle sense. You’re a strong fighter, but you need to remain…

Jane runs out and jumps out the hatch.

Yami: Calm.

Jane slaps down the Omnitrix, transforming into Spitter. She spits a stream of slime, controlling her descent. Once she lands, she spits slime rapid fire to knock down Pretty Boys, preventing them from tossing cars and trashing stuff. They turn their attention towards her, some charging at her.

Spitter: Bring it on!

Spitter fires a slime stream, a Pretty Boy pushing right through it. He grabs her and slams her into the ground. Spitter spits slime, propelling herself away from him. Another Pretty Boy kicks her like a soccer ball, her soaring through the air. She regains herself, and spits slime at the crowd below. Heatblast blasts a Pretty Boy away with fire, as he drenched in slime, his fire going out.

Heatblast: Hey, what gives?!

Spitter: Oops.

Heatblast jumps and flips over a Pretty Boy’s arm, punching him in the head. He lands, and a crowd of onlookers cheer for him.

Heatblast: Nothing I can’t handle! Powers or no powers!

Four Arms is buried under a pile of Pretty Boys, as he launches them off. The crowd cheers for him as well, him taking it in.

Four Arms: Oh, yeah! Who’s your hero?!

Spitter inflates her head, slowing her fall down. She looks spitefully at Four Arms, spitting slime at him. He’s drenched, spitting slime out of his mouth, turning to face her.

Four Arms: Hey! What was?

Ma Vreedle punches Four Arms in the head, him going flying, crashing through a gas station. 

Ma: That you, Tennyson?! I thought I taught you to not mess around with me!

Four Arms gets up from the rubble, shaking the blow off.

Four Arms: Guess I’m a slow learner.

Blocks hit Ma from behind and explode, her not reacting too hastily to it. Stone Man forms around her, creating a cage. Ma shatters Stone Man as she walks forward, Stone Man regenerating.

Stone Man: Guys, I can’t slow her down!

Stone Man spins around, morphing his body flat to the ground, then uppercutting a Pretty Boy that steps on him.

Stone Man: And I’ve been trying.

Spitter: Maybe she just needs a fresh coating of slime!

Spitter spits slime at Ma, her being unamused. 

Ma: You brats are hardly worth the effort!

Ma stampedes at Spitter, her slime doing nothing to slow her down. Heatblast shoots a stream of fire, still doing nothing. Heatblast flies in for a punch, which is caught and he’s thrown to the side. Ma slaps Spitter to the ground, pinning her with her foot.

Ma: I’ll teach you to mess with my sons!

Ma is blasted by an explosive energy sphere, as she turns. Yami is Big Chuck, resembling Upchuck in appearance, but bigger in size to fit Way Big’s aspects. The majority of his body is white with green fins and section on his arms, which resemble Upchuck’s. His legs are disproportionate, thin on top and thick on bottom.

Big Chuck: How about messing with someone your own size?

Ma: Another one? This one better be good.

Big Chuck runs at Ma, who steps off Spitter, turning to face the charging foe. Ma extends her arms and catches him by his head fin, keeping a distance away. Big Chuck opens his mouth, extending four prehensile tongues, wrapping around Ma and eating her. He then spits her out in an explosive energy ball, her flying towards the downed gas station, which explodes from it. Four Arms, who had just gotten clear, looks in wonder.

Four Arms: Whoa.

Ma comes out of the fire, injured but mostly angry.

Ma: Oh. You in for a world of hurt now!

Ma takes a piece of debris, throwing it at Big Chuck. Big Chuck extends his tongues, catching and eating it. Ma appears and tackles Big Chuck, him able to hold her back. He kicks her and sends her flying overhead, jumping after her. He stomps down into her, and pile drives her into the ground. Ma grabs Big Chuck and head butts him, Big Chuck taking it. Ma then does a karate chop to his head fin, stunning Big Chuck.

Big Chuck: Agh!

Ma: Not so tough now, are ye?

Four Arms wraps his arms around Ma from behind, lifting her and stumbling backwards. Ma kicks him in the stomach, forcing him to let go. She breaks free and spin kicks him, Four Arms flying into Spitter.

Ma: Anyone else wanna try?!

Heatblast: Yeah, I’ll take a swing.

Heatblast forms a fire ball in his hand, Ma ready for it. An exploding block flies towards the back of her head, her extra eyes seeing it. She spins and swats it away, it exploding a distance away. Stone Man remains stern, as Ma takes a step towards him, something crunching under her foot. She looks down, seeing it littered with Bloxx blocks.

Stone Man: See you around.

Heatblast throws a fireball, hitting the dormant blocks, them exploding with the trigger. They explosion envelops the area, blowing Ma sky high. She crashes back down, cratering the area. Ma is down, as the crowd cheers. Four Arms and Heatblast revert, Ben and Ryder waving to the crowd.

Ben: Oh, yeah!

Ryder: You asked for a hero?! Well, here we are!

Big Chuck reverts, as he goes to help Jane up to her feet.

Jane: Nothing. I did absolutely nothing.

End Scene

Back at Omni Crew HQ, a major argument is occurring, featuring Jane, Ben and Ryder.

Jane: You just had to take all the glory for yourselves, didn’t you?!

Ben: In case you hadn’t noticed, we were the ones who actually beat her.

Jane: It was a team effort! None of us would’ve been able to beat her by ourselves! You two were both flattened by her!

Ryder: Like you did any better! I don’t even know why you came along! You were just in the way.

Jane: JUST IN THE WAY?! I saved your butts, keeping her off you for a while!

Ben: After distracting both of us from fighting! You did nothing to help us win that fight!

Yami: Now, guys, that’s a little,

Jane: Oh, no! I wanna hear this! How these two think they’re the greatest heroes in the world, because they’re being made into ACTION FIGURES!

Ryder: Hey, so is Megaman!

Jane: But he’s not acting like a big-headed glory hog because of it! You think you’re better than everyone else, better than me!

Ben: Well, of course. No offense, but you’re the only one who was recruited without any real fighting skills. You didn’t even want to join the team!

Jane: And I’m now regretting joining the team! I quit!

Jane storms off, leaving the room. Kairi gets up to go after her, but Yami stops her.

Yami: No, let her go. You’re not the one she needs to hear from. Ben! 

Ben is now searching through the fridge, as he looks back.

Ben: What?

Yami: Go find her and apologize.

Ben: What did I do? 

Yami: You went too far. She’s right. You two are acting like big shots, and thinking of yourselves over the team. If anything happens to her, it’s on you two.

Ben: Ugh! Fine! But she’ll just come back after she’s calmed down.

Ben puts his hands in his pocket, as he mumbles as he heads out the door.

Jane is walking through a park, still fuming.

Jane: Saying I’m the weakest fighter. Me! I mean, no, I don’t have any actual training, but neither does Kairi! Ben’s nothing special himself. He and Ryder are both as dependent on the Omnitrix to fight as I am!

Jane’s foot catches on something invisible, as she trips over the mass, falling and hitting the sidewalk. 

Jane: And now, I’m tripping on nothing! But, it felt like something was there.

ChamAlien: Oh, don’t worry. There was.

The invisible mass stands up, as ChamAlien turns visible, with three red eyes.

Jane: Albedo?

ChamAlien transforms into Ultimate ChamAlien, towering over Jane.

Ultimate ChamAlien: Don’t worry. I’ll take good care of you.

Ultimate ChamAlien reaches for Jane, her screaming and stumbling for her feet. Ultimate ChamAlien motions forward, the perceived threat causing Jane to lean backwards, her falling back down on her butt. She activates the Omnitrix, slapping it down. Ultimate ChamAlien grabs ahold of Ssslither.

Ultimate ChamAlien: Struggling won’t get you anywhere. You have nowhere to go!

Ssslither sheds her skin, slipping out of Ultimate ChamAlien’s grip. Ssslither slides along the ground, traveling into the bushes. Ultimate ChamAlien turns invisible, as he pursues. Ssslither lies low to the ground, watching the rustling and movement of the bushes.

Ssslither: You can hide your appearance, but you can’t conceal your sssounds. 

The bushes part to let something through, as Ssslither shoots up, spitting acid at it. Ultimate ChamAlien screams and turns visible, having been hit square in the face.

Ultimate ChamAlien: My eyes!

Ssslither: And here I thought you were this tough guy. I don’t know how Ben ever had a problem with you.

Ssslither goes to slink forward, but is stuck, frozen. She then flies backwards, and circles around Silver Wind, who also has a hotdog floating, him taking a bite out of it.

Silver Wind: Mmh! Nothing like a hotdog break in the middle of a kidnapping mission!

Ssslither: Kidnapping misssion?! You mean, you planned this?

Ultimate ChamAlien reverts, Albedo still rubbing his eyes.

Albedo: We planned on the photo op on causing tension and allowing one of you to go off on your own, allowing an easier defeat. I didn’t expect you, as the weakest of them, to give us this much trouble.

Ssslither: Weakest?! I am not!

Albedo pulls out a syringe, injecting a chemical into Ssslither’s neck. She falls unconscious. 

When Jane wakes up, she is in a containment tube, limbs strapped down inside. She struggles to resist, as she looks around. There’s another, empty containment tube next to hers, a pipe on top of them linking them together. Dr. John and Albedo are working on some last minute adjustments, while GIR is surrounded by a series of hotdog wrappers.

Jane: (Slightly muffled) Hey! What’s going on?!

Dr. John: (Looking up) Oh, good! She’s awake! We can go ahead and begin the procedure!

Albedo: I still think we should ensure the chromo stabilizer is completely sealed. For the best results.

Dr. John: Science isn’t about perfection. It’s about utilizing what we are given to the fullest. I certainly wasn’t expecting this member of the Omni Crew.

Jane: How about you let me out of here, and I’ll show how weak I really am?!

Dr. John: Begin the procedure.

Albedo scowls, as he walks over, opening the tube. He then begins to fiddle with Jane’s Omnitrix.

Jane: Hey! Get your hands off!

Albedo finishes putting in a combination, as he slaps down the Omnitrix. Jane transforms into a skinny female Vreedle, with red hair stretching out like pigtails. She’s wearing a pink crop top shirt, exposing her stomach area, and black short shorts. The Omnitrix symbol is on a pink belt around her waist, which also features device resembling a recorder.

Decagon Vreedle: Ew! You turned me into a Vreedle?!

Albedo: It is a necessary requirement. As the last item we need is here.

Albedo takes the recorder device off her belt, as he closes the tube shut again. Albedo goes back to the wiring underneath the tubes, integrating the device.

Decagon: Well, if I may pardon an inquisition, what in tarnation is that doohickey?

Dr. John: It is a portable cloner. For Vreedles to make clones, especially after they blow up, they use cloning kits to clone and revive them, each with the memories of the previous clone. This was integrated into the Vreedle DNA, like how the Kineceleran sample has a helmet. It assists with their survival. And now, with it, our own personalized cloning kit is complete. 

Decagon: Then why go through the trouble of objectifying one from me rather than gathering one from a traditional cloning kit?

Albedo: The majority of those on the market are pathetic, made by only substandard scientists. But this one, is pure Galvan technology, capable of making the best clones possible, not those defective ones you see from the Vreedles..

Dr. John: And with it, we shall clone you. Beginning, now.

Dr. John pulls a lever down, as electricity shoots through the tube, reverting Decagon. Jane screams as this occurs, her DNA and the electricity flowing upward through the pipes to the other tube.

Dr. John: Yes! It’s working!

An earthquake occurs, shaking the room, and jarring some of the equipment. Armodrillo breaks down the wall, as he walks in.

Armodrillo: There you are!

Jane: (In between screams) Ben?!

The power levels start to drop, as Dr. John is working frantically to keep the cloner online.

Dr. John: No, no! That attack jarred it! Quick, Albedo! The Chromo stabilizer!

Albedo: Told you we should’ve sealed it more! GIR! Handle the intruder, and we’ll steal you a food truck!

GIR: OOH! Food truck!

GIR slaps down the Omnitrix, transforming into Water Hazard. He raises his hands, firing pressurized streams of liquid tuna. Armodrillo pushes through it, gaging as he does.

Armodrillo: What happened to the water in that form?

Water Hazard: Oh, I emptied it. To make room for the tuna!

Water Hazard keeps the pressure high, as Armodrillo goes in and punches Water Hazard, him not taking too much damage. Armodrillo reverts, as the tuna washes him back. Ben gurgles in it, as he slaps down the Omnitrix, transforming into Blitzwolfer.

Blitzwolfer: How about, this?!

Blitzwolfer fires a sonic howl, which blasts through the tuna stream, sending Water Hazard flying. Blitzwolfer then fires one at the containment tube, cracking and damaging it.

Dr. John: No! Albedo!

Albedo: Hands full here!

Dr. John: Metal! Get in here!

Blitzwolfer opens the tube, and breaks Jane’s restraints. Blitzwolfer grabs Jane by the right arm, the Omnitrix glowing yellow as he pulls her out. The connection is broken, as the humanoid mass in the other test tube releases a moaning scream. The cloning procedure is interrupted, leaving a zombie like female in the other cage. 

Jane: What, is that?

Blitzwolfer: Doesn’t matter! We’ve got to get, 

Electric energy blasts Jane and Blitzwolfer in the back, as they drop, out cold. Metal John, who’s head is morphed into Feedback’s, stands there, his antenna having been extended.

Dr. John: Excellent, Metal! And it seems like the copy process to imitate John’s Mutatrix is a success as well.

Albedo: I’ll tell you what wasn’t a success. This experiment! There’s no way we’ll be able to duplicate this process! And we are stuck, with that!

The second containment tube opens, as a zombie-like Jane stumbles out, an Omnitrix on her right wrist. Dr. John runs over, examining and activating the Omnitrix.

Dr. John: What are you talking about?! This, is a success! The cloning process created a fully functioning Omnitrix! Even if the appearance is, not as desired, you can not say that we failed. I shall call you, Janezarro.

Janezarro: Urrrgh.

Albedo: Oh, I forgot who I was talking to. One who’s greatest success has been a robot that obeys whoever gives it food.

GIR: You’re giving me food?!

GIR appears by Albedo’s feet, panting like a dog.

Albedo: Later. But for now, we need to move. We’ve taken out two Omni Crew members. And if we match the remaining members with three Omnitrix wielders,

Dr. John: Four.

Albedo: One has to guard the prisoners. 

Dr. John: True. GIR, you’ll get food if these two remained locked up. Understood?

GIR: Yes, sir!

End Scene

Albedo, Metal John and Janezarro walk down the street, Omni Crew HQ visible in the distance. People all around are staring, wondering what is happening. 

Albedo: I believe it is time to start. Janezarro.

Janezarro: Urrgh.

Janezarro raises her right arm, slamming her head into the Omnitrix. She transforms into Wolf Bane, her fur being grayer than usual, and with sections of decaying flesh. Wolf Bane fires a sonic howl, destroying glass windows of several shops and buildings. Metal John morphs his arms into Armodrillo’s, as he places his hands to the ground, pumping his jackhammers to create an earthquake. Albedo smirks as he turns into Swampfire, shooting fire at the citizens, them screaming as they flee.

Swampfire: This close to HQ, they shouldn’t take too long to react.

Yami: You were saying?

Yami, Megaman, Ryder, Samurai and Kairi stand on the other end of the street, staring the villains down.

Swampfire: So, you came.

Megaman: You want to call a bluff? Stand down.

Swampfire: Not likely. Janezarro, go.

Wolf Bane howls, as Wolf Bane charges at them.

Ryder: Jane, what are you doing?!

Ryder slaps down the Omnitrix, transforming into Wildmutt. He lunges forward, clashing with Wolf Bane, the two wrestling and tumbling down a side alley.

Swampfire: Now that we have your undivided attention!

Swampfire transforms into Ultimate Swampfire, releasing a blue fire blast at the Omni Crew. They scatter, with Yami and Kairi to one side, Megaman and Samurai to the other side. Metal morphs his legs into Bullfrag’s legs, as he hops at Megaman, going for a jackhammer powered punch. Megaman slaps down the Omnitrix, as Elec Man catches the fist.

Elec Man: Elec Man!

Elec Man releases lightning sparks from his towers, it going to travel up Metal’s arm. Metal’s head transforms into Feedback’s, as he uses his antenna to drain the lightning. Its punch pushes through, knocking Elec Man back. The image of Diamondhead flashes through Samurai’s head, as she fires crystal shards at it. Metal’s body transforms into Cannonbolt’s armor, protecting it from the attack.

Yami draws two cards and transforms into Terrafoo, whose flipper arms are thinner, and have goat hooves on the ends of them, while the feet remain the same. His shell is smaller without a point at the top, as the head is round, white fur going around his eyes resembling a mask. He has ports on his stomach, and the Dueltrix on his chest. Kairi transforms into Terraspin, as she flies up into the air.

Terrafoo: Oh yeah! Double turtle power!

Ultimate Swampfire holds his arms up, plant vines breaking out of the ground, shooting at Terrafoo and Terraspin. Terraspin flies up into the air, while Terrafoo forms a mana sword, slicing his way through the plants as he approaches.

Terrafoo: Oh! Who’s the biggest weed in all the land?! That would be you, my fellow plant lover! Can I get a little wind power?!

Terrafoo forms a mana sai, throwing it. Terraspin angles herself so the wind speeds the sai up. Ultimate Swampfire holds his arm up, the sai getting caught in it. Terrafoo leaps in and kicks Ultimate Swampfire in the face, him stumbling back into Terraspin who flies and rams his legs, causing him to fall over.

Terrafoo: Oh, yeah! Talk about turtles in a half shell!

Terraspin: Is it really necessary to make those references? I don’t even think you’re using them correctly.

Terrafoo: Yeah, it really is.

Wolf Bane has Wildmutt pinned to the sidewalk, snapping at his face. Wildmutt sniffs as Wolf Bane gets close, growling fiercely. Wildmutt kicks Wolf Bane off, her flying back. Wildmutt takes off running, as Terraspin spots this from the air.

Terraspin: Where’s Ryder going?

Terrafoo: Doesn’t matter. Cover for him!

Terraspin: Huh? Me fight Jane by myself?

Ultimate Swampfire releases a fire blast, Terrafoo forming a mana staff, spinning it to block the attack, powered by the wind from his chest fan.

Terrafoo: Don’t go easy on her!

Terraspin: Fighting a friend, sounds so hard. But, if it’s necessary.

Terraspin flies down, and rams Wolf Bane, who is pursuing Wildmutt. Wildmutt reverts, as Ryder activates the Omnitrix.

Ryder: That wasn’t Jane. No strawberry perfume and her flesh smells like it’s decaying. Which means, 

Ryder slaps down the Omnitrix, turning into XLR8. He dashes off, as Terraspin lands, Wolf Bane snarling at her.

Terraspin: Uh, easy, Jane.

Elec Man fires lightning at Metal from the Mega Buster, who absorbs it through his antenna. It shoots an electric blast back, as Samurai lands in front of Elec Man, creating a crystal wall to block it. Metal hops onto the top of the wall, pumping its jackhammers through it, causing it to shatter and rain shards onto the two. Samurai grows a layering of crystals over her skin to protect herself, as Elec Man’s body resists the attacks. Metal then curls up into Cannonbolt’s armor, rolling as he comes crashing down. Samurai forms a crystal tower to try and stop it, but it crashes through, Elec Man pushing Samurai out of the way, taking the hit.

Samurai: Hey!

Elec Man: You’re welcome.

Metal punches Elec Man, sending him flying into Samurai, as they fall to the ground. Terrafoo spins nunchucks to block Ultimate Swampfire’s seeds, though they sprout in the ground, wrapping around Terrafoo, Elec Man and Samurai. Wolf Bane fires a sonic howl, blowing Terraspin back, who is caught in the plants as well. Wolf Bane reverts, revealing a moaning Janezarro. Terrafoo and Elec Man revert as well.

Yami: That’s not Jane!

Megaman: Which means they have her somewhere.

Ultimate Swampfire: Very perceptive. Not that it matters, as you’ll all be gone here in a second. Goodbye.

Ultimate Swampfire prepares a fire blast, when GIR flails and screams through the air, landing on Ultimate Swampfire’s face. Ultimate Swampfire pulls him off, and looks to see XLR8, Ben and Jane standing there. 

Ultimate Swampfire: No!

XLR8: Your guard wasn’t very fast. 

XLR8 dashes forward, using his scissor hands to cut partway through the plants. Samurai’s arm is freed enough from the loosened tension to form a crystal blade, cutting the way through to free the others. Everyone gets free, as Ben and Jane join them.

Yami: 7 of us. 4 of them. Team up into groups of two. I’ll take one on myself.

Jane: No. I will.

XLR8: Uh, come again?

Jane: I’m going to fight that repulsive self image of mine.

XLR8: Let me help you with that. Together, we’ll handle it…

Ben: Ryder, let her go. That’s something she needs to fight on her own.

XLR8: Fine. But I’m not too keen on the idea.

Yami steps forward, activating the Dueltrix and drawing two cards.

Yami: I fuse Gravattack with Pacifista! To create!

Yami slaps down the Dueltrix, transforming. He takes Pacifista’s bulky size, with a broad chest, a red core in the middle of the crosshairs on his center. Parts of his torso is covered with rock patches, as his arms are Gravattack’s, though his hands are metallic, having a tube opening on his palm. His legs are as thick as Gravattack’s, as his head is round like Gravattack’s, but is metal, resembling Pacifista’s. The Dueltrix is on a belt on his waist.

Grafista: Grafista.

Ultimate Swampfire: A robot? I’ve got just the thing for that.

Ultimate Swampfire transforms into Rustcharge. Rustcharge then glows and transforms, becoming a floating energy core, glowing blue while having patches of rustic red on it, slightly resembling a globe.

XLR8: An Ultimate Rustcharge?!

Ben: Looks like an overzealous robot. I think I’ve got something for that. 

Ben activates the Omnitrix, transforming into Shocksquatch. Shocksquatch shoots lightning at Ultimate Rustcharge, as he controls rust that flows through reality like a liquid, produced in an overflow that forms a shield. Grafista flies into the air, as the rust flow is fired at Grafista. Grafista fires lasers to blow through them, though the rust regenerates instantly.

Ultimate Rustcharge: GIR! Reclaim the prisoners, and you’ll receive your reward!

GIR: I like wasabi!

GIR slaps down the Omnitrix, turning into Eye Guy. Eye Guy fires lasers at Jane, as XLR8 dashes in front of her, spinning to create a vortex to block them. XLR8 reverts after that.

Ryder: You’ll have to get past me!

Ryder slaps down the Omnitrix, as he transforms into Quilscade. He runs forward, swinging his arms to fire thorns at Eye Guy. Eye Guy fires lasers to destroy them, as Megaman fires buster shots at it, being deflected as well. Eye Guy spins while releasing streams of flames, as Megaman slaps down the Omnitrix.

Desert Man: Desert Man!

Desert Man reforms from the fire attack, thrusting a sand fist at Eye Guy. Eye Guy freaks and cries from fear, the water flow hardening the sand fist, stopping its progress. Desert Man detaches the sand, as he extends some sand down a crack.

Desert Man: Why is this stupid robot always the toughest to fight?!

Metal fully morphs into Atomix, floating in the air as it charges a nuclear sphere. Terraspin shifts to Chromastone, as Atomix fires the nuclear blast, Chromastone absorbing it. The image of Grey Meteor flashes through Samurai’s head, as she flies up, punching Atomix. Atomix responds with a knee to the chest, then a clap that releases a nuclear wave, blowing her back. Samurai shrugs the blow off.

Samurai: It will take more than that to beat me.

Jane and Janezarro stare each other down, as Janezarro slaps the Omnitrix down, turning into Gravattack. Jane slaps it down, becoming Feedback.

Feedback: Just you and me, princess.

Gravattack holds her arms up, them glowing with a gray aura. A gravity field expands over them, pinning Feedback to the ground. Feedback fires an electric blast, hitting and distorting Gravattack. Feedback then charges in to go for a punch, when Feedback is caught in an orbit, then sent flying towards the crowd. Gravattack holds her arm out, the increased gravity causing a section of a building to break off, falling at the crowd. Feedback uses her electric blast as propulsion, catching the section and throwing it at Gravattack. Gravattack sends it back with her orbit, as Feedback blasts it, destroying it. 

Feedback: Harder to get at her than I thought. How about, this?

Feedback touches the ground, shooting electricity through the ground. It shocks Gravattack, her groaning from the attack. Feedback then fires a powerful electric blast, knocking Gravattack back.

Quilscade rolls into a ball to dodge a laser shot, firing thorns. Eye Guy scurries frantically to dodge, as sand breaks from the ground, catching Eye Guy’s legs.

Desert Man: Can’t run anymore. Ryder, now!

Eye Guy: Slushies are my third favorite condiment!

Eye Guy shoots freeze rays, freezing the sand at its feet and freeing it. Quilscade throws a thorn, it hitting one of Eye Guy’s eyes.


Desert Man’s body breaks apart, resembling a wave of sand, washing over Eye Guy. He continues to yell and scream, as sand gets in its eyes.

Eye Guy: The world, going dark! Last request, nachos!

Atomix fires a nuclear ray, as Chromastone flies up, taking it. She then fires an ultraviolet blast in return, the attack glancing Atomix. Samurai then flies up, then down, slamming her fist into Atomix from above, slamming it into the ground. 

Ultimate Rustcharge’s rust acts like a shield and sword, blocking bursts of lightning while going to attack, causing rust to form on all surfaces that it touches. Grafista’s hands glow with a purple aura, as the rust’s fluidity is lost as its density increases, slamming it back to Earth. Ultimate Rustcharge struggles to regain control, when Shocksquatch moves through the wave of rust, getting right at the core.

Shocksquatch: Lights out!

Shocksquatch electrocutes Ultimate Rustcharge’s core, him dropping. He gets back up, being able to see all around him, confirming that the battle was lost.

Ultimate Rustcharge: Urgh. Retreat!

Ultimate Rustcharge releases a tornado of rust, which expands outward. Grafista uses his gravity powers to keep it from expanding further. Feedback plugs her antenna into Gravattack, draining her of energy. Gravattack reverts, Janezarro looking at Feedback.

Janezarro: Urrgh.

Feedback: They really messed up, didn’t they? Didn’t even create a human who can feel. Too bad for you.

Feedback fires an electric blast, shooting Janezarro into the rust storm. When the storm fades, the villains are gone. Everyone reverts, as the crowd is cheering.

Citizen 1: Alright, Jane!

Citizen 2: You rock, girl!

Citizen 3: Jane, marry me!

Jane: Well, I,

Ben and Ryder grab Jane’s arms, and hold them up as if she’s the champion. The crowd goes wild for them, when a limo pulls up. The window rolls down, as Argit looks out.

Argit: Come on, come on! We’re going to be late!

Ben: The photo shoot is now?

Ryder: Listen, Argit. It should be Jane that’s there, not us. I mean, she’s equally a big hero as we are.

Jane: (Emotionally) You guys.

Argit: Of course I want her there too! I can see it now! “Jane leads the way for female superheroes!” Not a bad ring, is it?

Ben and Ryder chuckle nervously, as Jane looks elated. The three head over to the limo, Megaman sulkingly following.

Megaman: Still don’t know why I have to go.



Aliens Used

By Ben

By Ryder

By Megaman

By Jane

By Yami

By Albedo


By Metal John

By Janezarro

By Kairi

By Samurai

Aliens Unlocked

By Jane


  • This episode fights the idea of women inequality in terms of being a superhero, Jane violently opposing any claims that she's a weaker hero.
  • Jane quitting the team due to an argument was inspired by the idea of the Teen Titans episode Divide and Conquer, where Cyborg quits after arguing with Robin.
  • Dr. John and Albedo creating an imperfect clone of Jane is a reference to the original origins of Bizarro, the character that Benzarro is based off of, which is who Janezarro is based off of.
  • The idea to implement Decagon Vreedle into the series came after Shahzeb17 asked if he or some of the other unused canon revealed aliens were to appear. It was after this that I decided that Decagon Vreedle would work for this episode.
  • Similar to Sand Ripper, the idea for Ultimate Rustcharge orginiated for its debut in Ryder 10: Wanderer. However, due to this episode being conceptualized after making the story line of Ryder 10, it debuted here first.
  • Ultimate Rustcharge's powers and inspiration are a combination of the Master Core from the Super Smash Bros video game series, and the Aether from Thor: Dark World.
  • Blitzwolfer is the name used for the alien when used by canon characters, while Wolf Bane is the name when used by fanon characters.
  • Jane didn't have access to Wolf Bane until Ben as Blitzwolfer grabbed her by the Omnitrix, his DNA being scanned. It scanned in time for the newly created Janezarro to have access to it as well.
  • This episode is one of the longest regular episodes I've ever written that isn't a special or a movie, being 20 pages long.
  • GIR's Water Hazard shoots streams of liquid tuna instead of water. This comes from the Invader Zime episode Walk of Doom.
    • GIR quotes this episode when regarding his tuna in Water Hazard's form.
  • This episode featured the debut of a regular alien, a Fusion alien, and an Ultimate alien.
Omni Crew
John Smith | Ryder | Jane Smith | Ben Tennyson | Megaman | Yami | Samurai | Kairi
Secondary Characters
Nowatch | Argit | Rook Blonko | Nails | Looney John | Kevin Levin | Khyber's Pet
Main Enemies
Eon | Dr. John | Metal John | GIR | The Organization (Luxord, Vexen, Lexaeus, Zexion, Axel, Larxene, Xigbar) | Albedo | Rob Lucci | Janezarro
Astrodactyl | Upgrade | Rustcharge | Swampfire | Spidermonkey | Silver Wind | Humungousaur | Davy Jones | Slapstrike | Brainstorm | Green Skull | NRG | Whampire | Buzzshock | Armodrillo | Crashhopper | Goop | Wildmutt | Ssslither | Articguana | Ghostfreak | AmpFibian | Shadow Lance | Cannonbolt | Clockwork | Water Hazard | Eye Guy | Mummy Dusk | Lodestar | Big Chill | Vicktor Stein | Alien X | ChamAlien | Necromancer | Ditto | Mole-Stache | Four Arms | Ball Weevil | Goat Foo | Echo Echo | Heatblast | Stinkfly | Portaler | Terraspin | Light Cream | Upchuck | XLR8 | Gravattack | Shocksquatch | Feedback | Chromastone | Elaskimo | Blaze Spear | Kickin Hawk | Pesky Dust | Rath | Grey Meteor | Xylofreeze | Bloxx | Super Form | Toepick | Rumble Knuckles | Cloudnine | Gold Digger | Fasttrack | Grey Matter | Jury Rigg | Sludge Blob | Nanomech | Bullfrag | Diamondhead | Desert Storm | Will-o-Wisp | Granodite | Gutrot | Sonic Boom | Spitter | Decagon Vreedle | Wolf Bane | Quilscade | Atomix | Ripjaws | Jetray | Eatle | Wildvine | Battle Tails | Inspector Gadget | Malem | The Worst |Way Big
Known but Unused Aliens
Guardian Angel
Fusion Aliens
Heatdrillo | Nanohopper | Echojaws | Big Arm | Heatrot | Clockwork Angel | Xyloskull | Elaskiblast | Ghost Gadget | Stink Hazard | Wildrot | Diamondsaur | Armoback | Rath Arms | Big Chuck | Terrafoo | Grafista | Jury Shock
Ultimate Forms
Ultimate Humungousaur | Ultimate Shocksquatch | Ultimate Gravattack | Ultimate Heatblast | Ultimate Way Big | Ultimate Articguana | Ultimate Chromastone | Ultimate Diamondhead | Ultimate ChamAlien | Ultimate Swampfire | Ultimate Rustcharge
Predator Aliens
Seer Digger | Vulpibat | Buglizard | Crabdozer | Skuromank | Iron Emperor | Sand Ripper | Slamworm | Diomedes | Thestral | Tyrannopede | Seismic Constrictor
Omnitrix (Ben, Megaman) | Prototype Omnitrix (Ryder, Jane, GIR, Looney John) | Dueltrix (Yami) | Mutatrix (John) | Nemetrix (Nails, Zed) | Ultimatrix (Albedo)
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