Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Ulti 2021 Wiki Profile Picture.png

This page belongs to Ulti!

Feel free to edit this page if you are part of my series' staff or performing cleanup. Please let me know if you have any opinions or suggestions regarding this page in the comments section below.

TV-Y7 icon.svg.png

This content is designed for children age 7 and above.

The Monster
General Information
Release Date December 12, 2021
Series Ben 10: Missing Pieces
Season 1
Episode Number 2
Overall Episode Number 2
Written by UltiVerse
Story by UltiVerse
Teleplay by UltiVerse
Directed by UltiVerse
Episode Guide
Previous episode Ways to Say Goodbye
Next episode Crossroads

The Monster is the second episode of Ben 10: Missing Pieces.


Galvan Prime
September 17, 2005, 11:34 AM UTC (Coordinated Universal Time)

The camera pans down from the dark orange skies of Galvan Prime to a swamp outside the city. Something lands in the water at a high speed. Moments later, the object, revealed to be a thin Galvanic Mechamorph with yellow lines, Malware, emerges from within. This catches the attention of a male Galvan soldier, who leaves his post at a tall lookout point and approaches him via his jetpack. The soldier hovers in front of Malware's face while he walks.

[Male Galvan Soldier, holding up a hand]: You, Galvanic Mechamorph subspecies, you are forbidden from entering the city. You're to stay on Galvan B until-

Malware stops walking. He grabs the soldier and squeezes tightly, covering his jetpack in black and yellow patterns, thereby destroying it.

[Malware]: I am not a subspecies!

He drops the soldier and sprouts a jetpack from his back before flying off. The soldier speaks into a communicator on his wrist as he watches Malware leave the area.

[Male Galvan Soldier]: Alert! Galvanic Mechamorph subspecies approaching city.

We see a dark green hourglass-shaped tower in the heart of the city, which dwarfs all the other buildings in the area. The intergalactic peace symbol is displayed on the middle portion of the building. The scene cuts to a room on the highest floor. It is primarily teal in color, with various inventions placed all around it. Azmuth inspects a black pyramid-shaped object with glowing green patterns, positioned on a large table with a circular top. Myaxx sits on the ground next to Azmuth. They both hold small tablets in their hands. They hear voices from outside the room, but are too focused on their current task to pay any attention to them.

[Male Voice]: (muffled) I need to see him immediately.

[Female Voice]: (muffled) Come back another time. He's busy.

[Male Voice]: (muffled) It's urgent!

The doors slide open, and Max steps in. A female Galvan wearing an orange robe tugs at the bottom of his pant leg, trying and failing to pull him away.

[Max]: Azmuth, I need your help.

Azmuth answers without looking at him.

[Azmuth]: Is the universe in danger?

[Max]: Nothing like that. It's-

[Azmuth]: Then I don't have time for you today. Myaxx, modify power cycles.

Myaxx grumbles, tapping away on her tablet.

[Max]: The Omnitrix is malfunctioning.

As soon as Max mentions the Omnitrix, Azmuth turns around. He notices the female Galvan and dismisses her by waving his hand. She complies, finally letting go of Max's pant leg before leaving the room.

[Azmuth]: (sighs) What has the boy done this time?

[Max, walking towards Azmuth]: The Omnitrix was damaged in a fight. Ben's been stuck in alien form for a whole day. I need to send him home tomorrow, and I can't do that with him in such a state. I wouldn't have come all this way if I wasn't desperate.

[Azmuth]: How did you ever survive without me?

As Max opens his mouth to reply, XLR8 runs into the room and moves from one of Azmuth's inventions to another.

[XLR8]: This place is awesome!

He tries to lift something heavy before giving up and looking at other inventions.

[Max, putting his hands on his hips]: I told you kids to wait in the Skipper.

[XLR8]: And miss seeing all this cool stuff? No way!

[Max]: Where's Gwen?

[XLR8]: Probably trying to catch up.

He runs behind Myaxx, peeking over her shoulder to look at her tablet.

[XLR8]: Whatcha workin' on, Myaxx?

[Myaxx]: You wouldn't understand.

[XLR8]: Eh, okay.

He resumes looking at Azmuth's inventions.

[Azmuth, putting his tablet down]: You couldn't have picked a worse time to interrupt me. (loudly) Ben, if you touch anything-

[XLR8]: Okay, okay, don't get your tendrils in a twist! If I broke something, I'd never hear the end of it.

He kneels on the ground before Azmuth, allowing Azmuth to jump in the air and press his palm on the Omnitrix symbol. In a flash of red light, he reverts to Ben and stands up.

[Max]: Thank goodness.

[Azmuth]: If that's all you need, please be on your way. I'm exceedingly busy.

Azmuth picks his tablet up and continues working,

[Max]: Hold on. I need to talk to you about something.

He puts an arm around Ben's shoulders and exits the room with him.

[Max]: Ben, I need you to wait outside for a few minutes.

[Ben]: Uh, are you guys gonna talk about me behind my back or something?

[Max]: Just wait here. I'll be out in a bit.

Gwen runs up to the duo, panting heavily. She bends over and places her hands on her knees to catch her breath.

[Gwen]: Don't ditch me... (gasps) like that... (gasps) again.

She stands up straight and wipes some sweat from her forehead, only now noticing that Ben is no longer in alien form.

[Gwen]: Oh, you're back to normal.

[Ben]: (sarcastically) Wow, you're quick.

[Gwen]: Shut-

[Max]: Kids, that's enough.

Max removes his hand from Ben's shoulders.

[Max]: I need to have a word with Azmuth. Gwen, watch him.

[Gwen]: I'm in charge? Score!

She pumps her fist in the air. Annoyed, Ben crosses his arms.

Malware lands outside Azmuth's tower. The impact causes a small explosion which frightens a few Galvan passer-bys. After retracting his jetpack, he starts randomly smashing the ground with no rhyme or reason, at which point the passer-bys clear the area. He walks towards the building, only to be stopped by a male Galvanic Mechamorph guard. Max's ship, the Skipper, is parked nearby.

[Male Mechamorph Guard]: Halt!

Malware wraps his hand around the guard's throat, absorbing his energy. Screaming in pain, the guard begins to turn light grey and his body hardens. Malware tosses the husk aside and continues his journey, but is interrupted by a torrent of lasers. He turns around to see six Galvan soldiers flying in his direction while firing lasers from their blasters, harming Malware.

[Female Galvan Soldier]: Don't move!

Malware roars.

Ben and Gwen hear the commotion from inside the building.

[Ben]: Whoa! What's going on out there?

[Gwen]: Don't even think about it. You heard what Grandpa Max said.

[Ben]: Someone could be in trouble. I should check it out just in case.

Ben raises his left arm to look at the Omnitrix. He presses the button on it and the core pops up, displaying Feedback's silhouette on the dial. Grinning, Ben slams his palm down on the dial and is engulfed in green light. Ben hovers in a dark green background with light green bubbles pulsating rapidly behind him. Ben grows taller and his skin turns black. His hands become more pronounced, with his ring and pinky fingers merging into one, and the end of each finger gaining gold sockets. His eyes merge into a single oval-shaped green eye and his hair disappears. Two long antennae and a tail sprout from the back of his head and his rear, respectively, with round plugs on their tips. The Omnitrix symbol pops out of his chest, and electricity crackles out of his fingers, completing the transformation.

[Gwen]: For your sake, I hope you're right, but for the sake of whoever might be in danger...

[Feedback]: Only one way to find out.

Outside, five of the six soldiers lay scattered on the ground around Malware, unconscious. Malware has the sixth soldier under his foot and is further from the entrance than earlier, his back turned to it. The soldier struggles to breathe.

[Malware]: You're on the wrong side.

A large blue blast of electricity hits Malware's back, sending him into the air. He lands on the ground with a thud, face first. The remaining conscious soldier takes the chance to retreat. Malware stands up with a groan, noticing Feedback standing in front of the entrance to the building, smiling proudly.

[Malware, squinting]: You. I've heard of you. You're the one who brought Azmuth out of exile.

[Feedback]: It was more of a team effort, actually.

[Malware]: I don't know whether to thank you or curse you.

[Feedback]: How 'bout you stop hurting all these innocent people and we'll call it even?

[Malware]: Innocent? No. Complicit, every single one of them! It's because of people like them that Azmuth-

[Feedback]: What do you have against Azmuth?

[Malware]: Plenty, but I have no quarrel with you.

[Feedback, shaking his head]: You're not getting to him. Not without going through me.

Malware shoots a plasma beam from his eye. Sprinting forward, Feedback holds his hands out and absorbs the energy through his fingers. Once he gets close to Malware, the latter grips Feedback's wrists to hold his hands in place. With some effort, Feedback wrests his right hand from Malware's hold and punches him in the jaw, causing him to release his left hand and stumble back.

[Malware]: (loudly) Azmuth, I am coming for you!

He removes a chunk from the ground and hurls it at Feedback, who punches it down using his electrically-powered fist.

[Feedback]: You are so not.

Feedback jumps high and projects a blast at Malware. This creates a smoke cloud that temporarily obscures his vision. When he lands, Malware catches him off-guard by spinning him around and holding him in a headlock.

[Malware]: Azmuth has brought nothing but suffering and chaos to the galaxy, yet everyone worships the ground he walks on. He must be punished for his sins!

Malware drags a claw down Feedback's neck to his Omnitrix symbol, producing some sparks.

[Malware]: Tell me, how much trouble has this device caused?

[Feedback]: A lot, but I've done a lotta good with it. (grunts) I get it, Azmuth's made some mistakes, but unlike you, he'd never hurt people.

He points at the husk of the Mechamorph Guard Malware attacked earlier.

[Malware]: Azmuth hurt me!

Feedback shocks Malware with his tail plug. Malware breaks the headlock, allowing Feedback to throw him over his head. Malware screams in agony. Feedback charges, jumps high and slams Malware along the ground with full force, causing parts of the ground to come off.

[Feedback]: I'll take that energy, thank you. I don't call this guy Feedback for nothing.

With Malware momentarily unconscious, Feedback attempts to siphon his energy through his hand, but the Omnitrix starts beeping and flashing red.

[Feedback]: No, no, no!

He is covered in red light and reverts to Ben. Malware regains consciousness and kicks Ben away. While Ben is still on the ground, Malware walks to him and lowers his head to stare at him up close.

[Malware]: First and final warning: Stay out of my way. Consider yourself lucky I'm giving you even that, child.

With Ben powerless to stop him, Malware turns around and walks off. Ben takes a look at the Omnitrix, which is red instead of green, indicating it is in Recharge Mode. He keeps hitting it to try and turn into an alien, to no avail.

[Ben, standing up]: Come on! Diamondhead, Ditto, Snare-oh, anybody!

Malware furiously tears the doors to Azmuth's lab and steps into the room.

[Malware]: AZMUTH?!

Max and Myaxx run forward to block Malware's path to Azmuth, but he shoves them away.

[Azmuth]: Malware, this is not the way.

[Malware, pointing at Azmuth]: You promised me an upgrade! You said you'd make me like the others!

[Azmuth]: Your condition is complex. It has taken more time than I anticipated to-

Malware cranes his head closer to Azmuth.

[Malware]: NO! No more time! I've had enough of your lies!

[Myaxx]: Look, I kinda get where you're coming from. I'm not his biggest fan, either, trust me, but we've been working on a secondary Helix to treat you, so maybe cut him a little slack?

She only now notices that Azmuth has been signaling her not to say anything.

[Myaxx]: Whoops.

[Malware, looking at the Helix]: Give it to me... NOW!

[Azmuth]: The secondary Helix is not finished. To use it in its uncompleted form could cause untold destruction. I need more time to help you.

[Malware]: No! Your time is up!

Malware opens his chest and conjures multiple tentacles to absorb the Helix into him. He stretches his right arm out to grab Myaxx.

[Myaxx]: Whoa, hey! Lemme go!

[Azmuth]: Malware, release her!

Malware ignores Azmuth and busts through the roof to escape. As a result of this, chunks of it break off. Malware lands outside and places his free hand on the Skipper. Black and yellow patterns cover it for a few seconds, before it crumbles into dust. He morphs into a replica of the Skipper around Myaxx and takes off. Inside the tower, Ben runs into the lab, panting.

[Ben]: Did I... (gasps) miss something?

Ben, Gwen, Max and Azmuth exit the tower minutes later, followed by a few of Azmuth's Galvan assistants. The assistants gather around the Mechamorph Guard's husk, while Ben, Gwen, Max and Azmuth look up at the sky. The Galvan soldiers from earlier stand around and talk among themselves, some in more pain than others.

[Gwen]: This is hopeless! Malware flew off the planet. He could be anywhere!

[Max]: Not necessarily. He doesn't have FTL capability.

[Ben]: Awesome! Uh... What's FTL again?

[Gwen]: "Faster than light." Duh!

[Ben]: Oh! And that's good because...?

[Max]: Because he can't have left the Galvan system... yet, which means we can tra-

Max looks at where he parked the Skipper, only to find it missing.

[Max]: Where's my Skipper?!

[Azmuth]: Malware must have absorbed it.

[Max]: I just bought it last week!

[Ben]: (chuckles) That's a buncha money you're not getting back, huh, Grandpa?

[Gwen]: We've got bigger things to worry about right now, don't you think?

[Max]: You're right. We need to narrow down where Malware might be taking Myaxx.

[Azmuth]: That won't be necessary. He's headed for the moon Galvan B.

[Max]: You got any ships big enough for humans?

[Azmuth]: I have one, but it only fits three.

Max lays a hand on Gwen's shoulder.

[Gwen]: (sighs) Yeah, yeah, I'm staying. I got it.

[Max]: You can help by helping the Galvans.

He gestures at the Galvans standing and talking around the Mechamorph Guard's husk.

[Gwen]: Alright.

[Azmuth]: Let's not waste anymore time.

Azmuth runs back towards the tower, and Ben and Max trail behind him. Ben picks Azmuth up and carries him over his shoulder.

[Azmuth]: Put me down, Ben Tennyson!

[Ben]: Chill! We'll get there faster this way. Just tell me which way to go!

Later, a light grey ship with green accents hovers in space, en route to Galvan B. The interior is rather small, just big enough to fit three seats arranged in a triangle formation, with the pilot's seat in front and the passenger seats a few feet behind it. Ben sits on the left while Azmuth sits on the right, with Max in front.

[Azmuth]: Galvan B was once much like Earth's moon... Miles of dead rock, no atmosphere, no day or night.

[Ben, looking out the window]: Sounds like a boring place.

[Azmuth]: It was the perfect environment to conduct a planet-wide experiment... a place upon which life would thrive.

We flash back to many centuries ago. The desolate grey land of Galvan B is shown. Azmuth, in a green spacesuit, enters the Helix and operates the controls. The Helix glows and emits several waves of green energy, covering Galvan B in dark purple and green patterns. A few odd-looking structures and plants, also colored dark purple and green, grow out of the ground. Past Azmuth takes off the helmet of his suit as the atmosphere becomes breathable, smiling as he admires the environment around him.

[Azmuth, voiceover]: The results were beyond anything I could have hoped for. Not only was Galvan B inhabitable, but-

[Ben, voiceover]: Ugh, there's always a "but" with you. You sure you're as smart as you think?

[Azmuth, voiceover]: Smarter.

Using a chainsaw, Past Azmuth attempts to cut a flower but it absorbs and upgrades the tool into a tractor-like vehicle with fans for wheels. Astounded, Past Azmuth takes several steps back.

[Azmuth, voiceover]: But there was an unforeseen consequence.

Behind Past Azmuth, multiple technorganic beings of different shapes, sizes and colors emerge from the ground.

[Azmuth, voiceover]: My experiment had inadvertently prompted the creation of brand-new technorganic species... the Galvanic Mechamorphs.

Past Azmuth is shocked as more beings pop up all around him.

[Azmuth, voiceover]: We Galvan had no right to colonize their world. Instead, we gave it to them.

The flashback skips ahead a few days. Three Galvan soldiers hover in front of a large group of Mechamorphs. The soldier in the middle points ahead, and the Mechamorphs charge forward.

[Azmuth, voiceover]: With our help, they built an entire civilization in mere days. They were peaceful new neighbors. My Helix experiment was a success beyond my wildest dreams... and a failure beyond my wildest nightmares.

The Helix, now with glowing light green rods on each corner, has been relocated inside a tall tower. Mechamorphs stand guard around the Helix. Past Azmuth, no longer wearing a spacesuit, enters the Helix and presses some buttons to shut it down. Its green patterns, as well as the rods, stop glowing. Underneath, a black puddle with yellow patterns spreads out, and a hand grows out of it. Past Azmuth hurriedly exits the Helix to see the puddle reform into Malware.

[Azmuth, voiceover]: Malware, an incomplete Mechamorph... its life code interrupted, corrupted during creation. Unlike all the others of his kind, Malware had the ability to not just mimic tech. It became him, which, by the way, means you will not be getting your Skipper back.

Max groans. Past Malware absorbs a light blue boxy device on the ground. He yells in pain as his claws burn for a few seconds. Past Azmuth, afraid, keeps his distance from him. Suddenly, Past Malware uncontrollably shoots beams of yellow light out of his claws, then falls to the ground, exhausted. Two Mechamorphs run towards him, and he extends his arm to attack one of them. The flashback ends.

Galvan B
September 17, 2005, 2:19 PM UTC

The ship enters Galvan B's atmosphere.

[Azmuth]: I've tried many times to help him, to make him like the others. Malware's condition is... intriguingly complex, and his volatile nature is... challenging.

[Ben]: So a dangerous tech vampire has been begging you to fix him for years and you told him you'd get around to it?

[Azmuth]: You have no idea of the responsibilities I carry, Ben Tennyson.

[Ben]: That excuse can only work so many times, you know.

[Max]: As much as I agree, Ben, I don't know if it's that simple.

A blue-tinted hologram of Gwen's head appears on the ship's dashboard.

[Gwen]: There you are!

[Ben]: Aah! Gwen? How'd you do that?

[Gwen]: Just borrowing some of Azmuth's equipment.

[Ben, to Azmuth]: Why is it okay when she messes with your stuff?

[Max]: Oh, kids! We need to focus. We've got a potential disaster on our hands here!

[Azmuth]: Indeed. I believe Malware is going to link the old Helix with the new one he stole, to try to rewrite his life code.

Azmuth bows his head, thinking of the damage Malware could cause.

[Ben]: Isn't that what you were trying to do?

[Azmuth, lifting his head]: Yes, but not this way.

Gwen's hologram floats in front of Ben's face.

[Gwen]: They use different kinds of energy. If anything goes wrong, there's gonna be a really big "boom".

[Ben]: That's... amazing! Gwen found a way to make herself even more annoying and geeky!

Ben moves his hand through Gwen's hologram, distorting the image. Gwen sticks her tongue out to mock Ben, charges towards him and disappears.

We skip a few minutes ahead, to some distance away from the tower with the Helix. Ben, Max and Azmuth climb out of the ship and see many Mechamorph husks, most of which are partially submerged in the ground.

[Ben]: Are they... dead?

[Azmuth]: Not yet. They've been corroded and withered nearly to the point of non-existence.

Ben walks to one of the husks and shudders as he looks at its lifeless expression.

[Max]: Can you help them?

[Azmuth]: Only if I act immediately. I need to use the ship's power supply. If I am to save these Mechamorphs, I'm afraid you'll have to face Malware without me.

Max returns to the ship and retrieves a Galvan-sized blaster from the front seat.

[Max]: (sighs) This'll have to do. We'll have to hit him hard and fast.

Gwen's hologram reappears.

[Gwen]: What can I do, Grandpa?

[Max]: You can run the ship's systems remotely. Help Azmuth. Ben and I will- uh... Ben?

[Gwen]: He ditched you, didn't he?

Max spots Ben heading for the tower.

[Max]: Stop where you are, son. You can't run in half-cocked. We need a plan.

[Ben]: Oh, I've got a plan. It's called "Hero Time"!

Ben stops and presses the button on the Omnitrix to bring up the core. Upon seeing Heatblast's silhouette, he slams his palm down. Ben hovers in a dark green background with light green bubbles pulsating rapidly behind him, as he crouches down. His height and musculature increase, as his body begins smoking, with the inside of his mouth and eyes glowing yellow. Bright red rocks emerge from his face and torso, rapidly expanding all over his body, completely enveloping him. While the rocks slightly cool, chunks of it break apart, revealing tracks of his inner magma body, oversized flaming arms and legs, with his feet splitting into two toes and a third being a heel extension. His head is completely consumed by flames, leaving behind an intricate face mask, with eye holes and a mouth. The Omnitrix symbol pops out of his chest, as Heatblast's fiery aura intensifies and he channels lava through the ground, riding on top of a flaming rock towards the camera, completing the transformation.

[Heatblast]: Oh, yeah! Get ready to roast, Malware!

Inside the tower, the front part of the Helix has crudely been broken off to grant Myaxx direct access to the control panel, which, being made for Galvans, is almost too small for her to use. She lies on the ground on her stomach, squinting as she tries to read the diagrams and symbols on the screen above the control panel.

[Malware]: Do it! I want my upgrade now!

He slams his fist on the ground, breaking some of it.

[Myaxx]: It'd help if you'd stop smashing everything in sight. A magnifying glass wouldn't hurt, either. I can barely make anything out on this thing.

Myaxx joins two tubes together.

[Heatblast, off-screen]: Malware!

Malware turns to see Heatblast standing a few feet behind him.

[Malware]: Do not interfere! This upgrade is my right!

[Heatblast]: But Azmuth says-

Enraged, Malware blasts Heatblast back, and he falls over.

[Malware]: Azmuth says lots of things, but where is he now?

[Heatblast]: Right outside, trying to save the Mechamorphs that you-

[Malware]: (roars) Of course he is!

He runs towards Heatblast and holds him with his left hand.

[Malware]: They are his perfect creations! (picks up Heatblast) They deserve to be destroyed!

Malware slams Heatblast on the ground twice.

[Heatblast]: I think you got that backwards, man!

Heatblast shoots a stream of fire at Malware's face, to no effect.

[Malware]: Pathetic.

[Heatblast]: I'm just warming up. Get it? Heatblast? Warm?

Malware raises his right arm and is about to stab Heatblast with his claws, but is hit by a green beam and lets Heatblast go. Heatblast sees Max standing at the entrance of the tower, holding the blaster he found earlier.

[Max]: Keep away from my grandson!

Heatblast creates a platform to ride on out of the ground and shoots some fireballs at Malware. Malware tries to fire a plasma beam at Heatblast, but he narrowly dodges, then slams the platform against Malware, causing it to break into pieces. Meanwhile, Max goes up to the Helix to get Myaxx's attention.

[Max]: Stop fiddling with that thing. We're getting out. Now!

[Myaxx]: As much as I want to, I can't. If I don't complete the link with the primary Helix, the secondary Helix will cycle outta control and destroy the moon with us on it.

Myaxx types something into the console, and the green lines on the Helix and the rods surrounding it turn red. She gets up and backs away, standing next to Max. A red beam shoots out from the top of the Helix, illuminating the room. Malware kicks Heatblast off of him and runs to grab two of the Helix's rods.

[Malware]: At last, I will be cured!

Heatblast reverts to Ben in a flash of red light and Max helps him to his feet.

[Ben]: Uh, am I crazy or did he just win?

[Myaxx]: Wait for it.

The yellow lines on Malware change to red, and his whole body glows. Ben, Max and Myaxx shield their eyes as the light gets brighter, spreading across the whole room. When it dies down, the group sees a pile of rubble where Malware was.

[Ben, to Myaxx]: Did you... kill him?

[Myaxx]: Had to be done.

[Max]: I wouldn't celebrate just yet. Look.

Max points at the rubble, which starts shaking. Malware breaks out from underneath, now in a form that more closely resembles a typical Galvanic Mechamorph, but with red lines. He has a glowing yellow symbol resembling a four-pointed star on his neck, directly below his eye.

[Malware]: I am complete.

[Myaxx]: You have what you wanted. Now you're like the rest of the Mechamorphs.

[Malware]: Correction: I have one of the things I wanted. Azmuth still draws breath, and I intend to fix that.

[Ben]: You don't have to do that.

[Malware]: From the moment I was born, I was seen as nothing more than a failure, most of all by Azmuth himself! He gave me the name Malware! He made me wait centuries for an upgrade!

[Ben]: An upgrade you already have!

[Malware]: An upgrade I had to take for myself! Azmuth never truly cared about me, and he doesn't care about anyone else but himself!

[Ben]: Killing him won't bring back all the time you lost! It's not too late to walk away.

[Max]: Ben-

[Malware]: And forget all the ridicule?! Forget all the times I was called a monster?!

[Ben]: Killing Azmuth would just prove those people right!

[Malware]: (loudly) No! Azmuth is the monster! He treats the universe as his playground to do whatever he wants with, and he hasn't faced any consequences for his mistakes! No more!

[Myaxx]: You realize you are one of his mistakes?

[Ben]: Uh, pretty sure he knows that.

[Myaxx]: I'm saying neither he nor the other Mechamorphs would even be here if Azmuth's experiment didn't go out of control.

[Malware]: Perhaps we shouldn't be. Hm... something to ponder once Azmuth is dealt with.

[Ben]: You know I can't let that happen.

Ben brings his left arm up to look at the Omnitrix, which is in Recharge Mode. He shows it to Myaxx.

[Ben]: A little help?

Myaxx twists the dial left and right a few times in a seemingly random combination. The Omnitrix beeps and recharges instantly.

[Ben]: Thanks!

[Myaxx]: You can thank me by taking that psycho down.

[Ben]: Right, right.

Ben presses the button on the Omnitrix. Once the core pops up, he scrolls through some of his available aliens; Wildvine, Eye Guy, Frankenstrike and Way Big, before stopping at Arctiguana's silhouette. He hits the dial. Ben hovers in a dark green background, with light green bubbles pulsating rapidly behind him, as he crouches down. His skin turns blue and he gains three fins along his back as it curves and he adopts a quadrupedal stance. His head retracts into his neck, almost merging with his body. His eyes separate and turn fully green, and some spikes grow out of the sides of his face. Black stripes run from the top of his head, passing over his eyes and ending under his mouth. His toes disappear and his last three fingers merge into one. The Omnitrix symbol pops out of his front left foot. Arctiguana fires a freeze ray at the screen, completing the transformation.

[Malware]: What happens next is entirely on you.

[Arctiguana]: Funny. I was about to say the same thing!

Arctiguana starts running in Malware's direction. Malware extend his right arm out to grab him, but he freezes it solid with his ice breath.

[Malware]: AAAAGH!

Arctiguana makes a sharp turn and climbs up the wall, continuously shooting a freeze ray out of his mouth to glide along the walls. Malware fires a plasma beam at the ice encasing his arm, freeing it. He then aims at Arctiguana to fire more beams. Arctiguana glides all over the room on the walls, avoiding them. Some of the beams hit the roof, which causes debris to fall.

[Arctiguana]: Ha! Can't catch me!

[Max]: Ben, break off! This whole place is gonna come down!

Arctiguana stops moving just long enough to answer Max.

[Arctiguana]: Don't worry. I have a plan. I can do this!

[Myaxx]: Can he?

[Max, smiling]: He always surprises me.

Large chunks of the roof fall. Before Arctiguana can get hit, he jumps off and lands on top of Malware, then pins him to the ground.

[Arctiguana]: So, are you gonna cool your jets, or do I have to kick your butt some more?

Malware forms a third arm out of his chest and punches Arctiguana high into the air. As he stands up, he uses all three arms to grab Arctiguana in mid-air, and smashes him against the wall several times. Max fires some shots from his blaster at Malware. He snatches it and breaks it in half, then turns into a puddle and slithers towards Arctiguana, who lies on the ground on his stomach.

[Malware]: You disappoint me.

[Arctiguana]: (grunts) What are you, my Math teacher?

Malware morphs back into his normal form and picks Arctiguana up by his front right leg.

[Malware]: Joking in the face of your demise? You're either stupidly brave or bravely stupid.

[Arctiguana]: How do you think I've managed not to crack after everything I've been through? (pauses) Probably shouldn't have said that out loud.

Without warning, Arctiguana is bathed in red light reverts to Ben.

[Ben, looking at the Omnitrix]: Ugh! What's with you today?!

Malware silently stares at Ben.

[Ben]: Whatcha waiting for?

[Max]: Ben!

Myaxx holds him back before he can run.

[Myaxx]: The kid has a plan. Let him see it through.

[Ben, smirking]: You can't do it, can you? You can't kill me because there's a part of you that knows you can be better.

After some hesitation, Malware throws Ben to the side and shoots a plasma beam at the roof above him. Large pieces of rubble fall around him and cover him.

[Max]: BEN!

Malware wastes no time walking away. All of a sudden, a green glow seeps through the tiny gaps in the rubble. Diamondhead comes out of the pile, dusting himself off. Max and Myaxx both smile.

[Diamondhead, looking at his hands]: No idea how the watch recharged so quickly, but I'm not complaining.

[Max, to Myaxx]: You oughta fix that thing.

[Myaxx]: When we're not in danger.

Malware stops and turns around, stretching his arms out towards Diamondhead, who grabs them and swings him at the Helix with force, destroying it. Leaping into the air, Diamondhead shoots crystal projectiles from his right hand, but Malware creates holes in his body to allow the projectiles to pass through him. He conjures his jetpack from his back and hovers a few feet off the ground. Before Diamondhead lands, he creates a crystal platform to elevate himself, meeting Malware in the air. The two wrestle, with Malware attempting to knock Diamondhead off.

[Diamondhead]: (grunts) Give up, Malware! Only one of us is walking away from this.

[Malware]: At last, we agree on something.

Malware shoots a plasma beam at Diamondhead's face, sending him flying to the other end of the room, near Max and Myaxx. He lies on the ground, groaning in pain. As Malware flies to him, Diamondhead puts a hand on the ground.

[Diamondhead]: New plan.

A large crystal hand rises from under Malware and yanks him down. The hand loses its shape as it morphs around Malware, covering him from the waist down. His jetpack sputters as he tries to escape, to no avail.

[Malware]: What is this?!

[Diamondhead, smirking]: You can't get through crystal, can you? Too bad, so sad.

Diamondhead stands up and raises his right arm. The crystals encase Malware's torso and arms, leaving only his head exposed.

[Malware]: STOP!

[Diamondhead]: Give up?

[Malware]: Never.

[Diamondhead]: Don't say I didn't give you a chance.

The crystals cover Malware's head, and Diamondhead sighs in relief. Max and Myaxx rush to his side.

[Myaxx]: I'm glad that's over.

The Omnitrix beeps. Diamondhead turns back into Ben, his smile fading as he eyes Malware sympathetically.

[Max]: Chin up, sport. You saved the day.

[Ben]: Sure doesn't feel like a victory.

[Max]: I know how you feel.

[Ben]: Yeah?

[Max]: Yeah.

[Ben, slightly smiling]: Lemme guess. You're gonna tell me a story from your old Plumber days.

Max puts an arm around Ben's shoulders, walking to the entrance of the tower with him. Myaxx stays behind, going to the remains of the Helix to see if anything can be salvaged.

[Max]: (chuckles) It's a good one, I promise.

[Ben]: Can we get the watch fixed first?

September 24, 2005, 2:13 AM UTC

The camera pans down from a large volcano with green lava to hundreds of miles underground, where a large empty space has been carved out. Azmuth and Tetrax stand a few feet away from Malware, still completely trapped in crystals. The Resolute is parked not too far away.

[Azmuth]: I must ask you again. Do you want to do this?

[Tetrax]: And I'm telling you again. Yes. All I have to do is keep watch.

[Azmuth]: Incorrect. I will also require you to tend to Primus and make sure everything is in order.

[Tetrax]: That won't be too difficult.

[Azmuth]: Difficult, no. Well, provided you follow my orders to the letter, that is. Mundane, possibly. I'm trying to make sure you won't grow tired of having to remain here for the foreseeable future.

[Tetrax]: This will be the most mundane job I've had, yes, but I welcome the change of pace.

Tetrax sees Gluto walk down the ramp of the Resolute, making unintelligible noises as he joins the duo.

[Tetrax]: Besides, I won't be completely alone, so it won't be too excruciating.

[Azmuth]: Are you certain?

Tetrax nods.

[Azmuth]: Very well. Now, regarding your payment-

Tetrax holds up a hand and shakes his head.

[Tetrax]: I'll consider this job my penance for betraying my people.

Gluto makes a noise akin to clearing one's throat.

[Tetrax]: He still wants to be paid, though.

[Azmuth]: (rolls his eyes) Yes, I can see that.

Gluto chirps happily.

[Azmuth]: Well, if we are going to discuss this, I'd much rather be doing it over a meal.

[Tetrax]: Gluto's just as good a chef as he is a pilot.

[Azmuth, smiling]: Excellent!

Gluto grabs Azmuth with his antennae and puts him on his head, walking back to the Resolute. Tetrax trails behind them. Azmuth takes notice of him and turns his neck while still on Gluto.

[Azmuth]: Excuse you.

[Tetrax]: Excuse me?

Azmuth gestures at Malware.

[Tetrax]: He can't get out of that.

[Azmuth]: I wouldn't be so sure. He may be trapped, but make no mistake, he's completely aware of his surroundings and extremely dangerous. We cannot risk him escaping when our backs are turned.

[Tetrax]: (sighs) Understood.

Dejected, Tetrax watches Gluto and Azmuth go, then forms a crystal throne a few feet in front of Malware. He sits down, keeping his focus squarely on the Mechamorph. The episode fades to black with a shot of Malware's blank expression.


Noteworthy Events

Major Events

  • Malware's and the Galvanic Mechamorphs' origins are revealed.
  • Tetrax and Gluto volunteer to keep watch of Malware on Primus for the foreseeable future.

Character Debuts

Omnitrix Alien Debuts

Minor Events

  • Malware absorbs the Skipper.



  • Malware (first appearance; flashback and present)

Aliens Used


Voice Actor Role(s)
Tara Strong Ben Tennyson
Female Galvan
Ashley Johnson Gwen Tennyson
Paul Eiding Max Tennyson
Corey Burton Malware
Jeff Bennett Azmuth
Male Galvan Soldier
Vanessa Marshall Myaxx
Female Galvan Soldier
Bumper Robinson XLR8
Male Galvanic Mechamorph Guard
Yuri Lowenthal Feedback
Steve Blum Heatblast
Eric Bauza Diamondhead
Dave Fennoy Tetrax Shard
Dee Bradley Baker Gluto


  • Malware mentions that Ben brought Azmuth out of exile, which occurred in Ben 10: Secret of the Omnitrix.
  • Tetrax declines to be paid for having to keep watch of Malware on Primus, saying he considers it penance for betraying his people. This refers to how he stole a crystal for Vilgax, which the latter then used to destroy Petropia. This was first revealed in Secret of the Omnitrix.


  • This episode is named after the song of the same name by Eminem featuring Rihanna.


  • This episode serves as this timeline's version of the flashback portion of the Omniverse episode Trouble Helix, making Lose Yourself non-canon in the process. This was done as a result of Ulti reworking his plans for the series. Several differences between this episode and Trouble Helix include:
    • This episode takes place roughly a month after the original series instead of the following year.
    • Galvan Prime is depicted as city-like, like in Alien Force and Ultimate Alien.
    • Malware's introduction scene is the first scene of the episode instead of being after the scene where Max asks Ben and Gwen to wait outside Azmuth lab.
    • Myaxx takes Albedo's role. This is because in this timeline, Albedo stopped working for Azmuth long before Ben found the Omnitrix.
    • Some dialogue has been changed.
    • Ben has been stuck in alien form for a day instead of weeks.
    • Ben and Gwen's arguing has been toned down.
    • Malware's motivations have been changed slightly. In the canon timeline, he showed some interest in acquiring the Omnitrix. In this episode, however, he is only concerned with being cured and taking revenge on Azmuth.
    • Ben and Malware's first battle takes place just outside Azmuth's tower instead of the city. Furthermore, Ben only uses Feedback instead of Feedback and Four Arms.
    • To travel to Galvan B, Malware absorbs the Skipper to accommodate Myaxx instead of simply flying there himself, as Myaxx would not have been able to survive in space. How Albedo survived the trip in the canon timeline is unknown.
    • The Galvanic Mechamorphs in Azmuth's flashback are multi-colored instead of being black and green.
    • Ben shows sympathy towards Malware due to Azmuth neglecting to cure him, instead of seeing him as totally evil. Similarly, Malware is less hostile towards Ben, as he was courteous enough to give him a warning after their first fight and even hesitated killing him.
    • Ben uses Arctiguana instead of Cannonbolt.
    • After being trapped in crystals by Diamondhead, Malware is put on Primus to be watched by Tetrax and Gluto. In the canon timeline, he was also trapped in crystals, but he somehow escaped off-screen.
  • Ulti debated removing the flashback to the Galvanic Mechamorphs' creation and Malware's subsequent birth, but decided against it.
  • This is the first episode of the series not to feature Kevin.