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The Next Step
General Information
Original broadcast October 5, 2017
Season 1
Episode number 11
Overall episode number 11
Written by Ebomnitrix & Alanomaly
Episode Guide
Previous episode A Storm Is Coming, Mr. 10
Next episode Under The Influence

The Next Step is the eleventh episode of E-10: The Series.


Ethan makes a request to Lieutenant Steel in hope of getting answers, Meanwhile, what are the Weatherheads up to?


[As the scene faded open from black to white, it appears the sky is clear with the sun shining bright. We zoom down to what appears to be an updated base at a separate storage facility. Inside everything appears to look upgraded, Maggie walks forward the upstairs and sat down and opened her laptop. Downstairs, Sif is modifying his new tech of armor, it appears to be everything got upgraded aside from beds, now including a air hockey table, posters mounted on the wall and Sif’s stash of tech. He grabbed something out of his energy cube and placed a charger onto the chest plate, the armor glew. Inside the TARDIS on the left corner near the stairs, The Agent was laying in his bed, filled with bottles of Apple Smirnoff everywhere. He turned over and some of the bottles fell to the ground. Upstairs, Maggie noticed the alarm was going off on their supercomputer and walked forward to it. Sif downstairs heard the alarm and before he ran upstairs, he noticed the Agent wasn’t leaving his TARDIS and sighed. Inside to the sleeping Agent, Sif grabbed him and started dragging his drunk-ass outside.]

Agent: Agh, come on… I’m not in the mood for this today…

Sif: Come on, get your butt moving.

[The Agent groaned, with alcoholic breath coming out of him, Sif coughed and the Agent almost fell.]

Sif: You could at least help me here?

[Sif and the Agent managed to make it to Maggie who was searching for the issue.]

Sif: What’s the problem?

Maggie: Well…

[The scene moved to inside a High School Cafeteria where Ethan was sitting by his school friends, making conversation.]

Ethan: Yeah, well I...

[Before Ethan could finish what he was saying, the Omnitrix started to beep silently.]

Ethan: I better take this.

[Ethan snuck into the bathrooms and answered the call.]

Agent: We got trouble…

Ethan: Don’t we always? [Raises his eyebrow, smiling.]

[The scene moved to downtown, where innocent civilians were running for their lives as giant gray lasers started firing everywhere. It appeared to be the blast was coming from a giant gray robot with the symbols I.D.I.A. on it’s chest, then below it revealed that an alien who resembled a human, colored in the shades of black and white walked in front of it, holding a robot and began to speak.]

Benevelon: Oh please everybody, don’t run away! I am only offering you peace! Do you not like peace that I am giving you?

[Above, Sif in his Hydra Speed armor, carrying the Agent was pursuing them, as Maggie using Kotchya’s powers started flying downward toward them.]

Sif (Hydra Speed): Nah, we don’t like the peace you’re offering.

Benevelon: Oh? Then may I grant you more?

Agent, Sif (Hydra-Speed), Maggie (Kotchya): No!

Benevelon: Oh well, [glares] Too bad for you… BLAST THEM MY I.D.I.A!

Sif (Hydra-Speed): Idea? What?

[I.D.I.A. stood before them, looked down at them and began charging up a laser blast, then fired. From above view of the rooftop, it appeared everybody dodged in time and started firing. Ethan stepped toward the ledge and looked down to see the fight.]

Ethan: Man, I thought this guy would be more clever…

[Ethan dialed up Heatblast on the Omnitrix, then jumped off and slammed down.]

[HEATBLAST TRANSFORMATION: Ethan spun around in a circle, as flames started surrounding his entire body, his body formed into Heatblast, ending the transformation. Heatblast crashed down like a meteorite, then stood up to see Benevelon holding a gun at him.]

Benevelon: Peace?

Heatblast: With pleasure…

[Heatblast brought his fists up, then the two charged at each other as everything went black, the insert song ends.]

[Ethan, Maggie, Sif and the Agent arrive back inside the base, cheering for the victory. The TV left on is reporting the news.]

News Reporter: In other breaking news, once again another awakening threat has been disrupted, thanks to the local hero people call the Changesman. Witnesses say over the last month the Changemen and his team of heroes have been saving all sorts of citizens while also reducing crime at a astonishing rate. No one knows why they do this, but one thing is certain, we are thankful for your services.

[The Agent turns the channel.]

Agent: Who changed the channel while I was gone? I swear I was watching BBC.

Sif: [Lays back, Talking relaxed.] Yeah… We did it, once again, we proved we’re the best. Whatever comes at us, we take them down. Yeah… that’s how we roll...

Ethan: I wouldn’t put it like that.

Agent: Yeah, more like I tell you what to do and you do all the heavy lifting. Man if I was getting paid for this, I’d be one rich lucky fucker.

Maggie: Come on Ethan, after stopping Pyr-O and the Weatherheads, don’t you think we should be able to enjoy our success?

Ethan: True, but over the last two weeks I’ve noticed we’ve started to become soft.

Sif: That’s because any villain we go up against is just like a regular old cake walk.

Ethan: Then we need to step up our game. Agent we…

Agent: Agh! Stop! I’ve done enough for one day, just let me relax and don’t make me do work…

[The Agent turned over to the side of the couch.]

Agent: [Whispers] Fucking cuntweasels...

[Zoomed back up at Ethan’s face, he squinted his eyes, then took a deep breath. Eventually the group gets a call from the supercomputer, Ethan reaches over and answers the call. Lieutenant Steel popped up from the screen.]

Ethan: Oh hey, Lieutenant Steel!

Lieutenant Steel: I just called and wanted to congratulate you and your team for good work today on helping us take down that alien.

Ethan: No sweat, he was kind of weird though wasn’t he?

Lieutenant Steel: Yeah, seems to me his race believes the opposite of chaos means peace. Reminds me of one of those 1950 movies.

Agent: That’s the point princess!

Lieutenant Steel: Well, if there’s anything you need, let us know as soon as you can...

[Ethan just realized something. Eventually a thought came up his mind. It eventually flashed back to a previous scene.]

Xylene: Is somebody out there… please… I need assistance…

[Ethan noticed and ran for the bushes to notice an alien spaceship was found in the creek. The scene shifted to her holding the Omnitrix pod.]

Xylene: Take this, please, Trust as if your life depended on it.

Ethan: But what about you?

Xylene: I’m sorry…

[She shutted her eyes and then the scene moves back to when Grey Matter was investigating inside her ship.]

Grey Matter: Where’s Xylene? She is a squid-based lifeform, there is no way she would be able to disintegrate this early…

[The flashback ended and Ethan shifted to answer him quickly.]

Ethan: Wait! Tell me if you know about… what happened to Xylene?

Lieutenant Steel: Xylene?

Ethan: Yeah you know, the green alien… pink eyes, blue track suit? She was stuck dying inside a space pod.

Lieutenant Steel: Oh, you mean her? She’s back at headquarters, healing in one of our regeneration tubes.

Ethan: Really?

Lieutenant Steel: Yeah, you know her?

Ethan: She’s the reason I got this thing. I wanted to be sure she was okay.

Lieutenant Steel: If you really want to see her, head on over to HQ, I’ll schedule you all over first thing on Wednesday.

Ethan: That’ll be great.

Lieutenant Steel: I’ll see you then. [Hangs up.]

[The scene shifted to a fortress. Inside there is a long circular shaped table, with various Weatherheads sitting at the table with a light shining on the table, everything else inside the room was dark. Meanwhile another Weatherhead steps in from the shadows and walked inside to sit, he looked at the other Weatherheads.]

Cast-O: Ahem.

Weatherheads: Master Cast-O.

Cast-O: Normally I would not have to come down here to check up on Weatherhead Operations, but it appears in under such circumstances, you have failed the operation to decimate the Earth, nor colonize it as our own. What happened?

Preciparius-O: Our commander Pyr-O had a malfunction in himself, that caused an organic chamber of reactions to appear.

Cast-O: Emotion?

Sand-O: Yes, you see, it appeared he had a reaction with rage, a human managed to set him off, and caused him to be distracted which evidently managed to get himself obliterated during the heat of battle.

Preciparius-O: Ah, Sand-O… why would you make these puns at a time like this?

Sand-O: You could say we had a glitch in ourselves?

[Cast-O snapped his fingers, and the two Weatherheads shut off. The other Weatherheads turned to Cast-O to see smoke was coming from his fingers.]

Cast-O: It appears other Weatherheads have been infected by this malfunction as well. You all need to enter the decontamination room and resume with new suits immediately. But before that, let me ask you this, how did our operations fail? Who decided to fight against us?

Hail-O: We assumed he was just a shapeshifter, but now we know he was the Omnitrix wielder we were to sent to find months ago.

Cast-O: The Omnitrix Wielder. Why haven’t you given it to our hirer?

Hail-O: Because Pyr-O assumed we would be able to use the Omnitrix to inhabit other planets and destroy them with other transformations.

Cast-O: I see, while turning against our buyer would look ill-flavored on us, rather he would send dozens of warships and invade us, I suppose he will have to come take it from me if he wants it so bad. Very well. Weatherheads! Once you have all been decontaminated, you will report back to me to begin the next phase of our operation. [Turns to another Weatherhead] Tox-O!

Tox-O: Yes Master Cast-O?

Cast-O: Before you get cleansed, I want you to retrieve something for me…

[The scene changed to a different SACT headquarters. Inside it looks lighter, brighter, and appeared to be very busy as other workers were either moving machinery, designing tech, or working on keyboards. Lieutenant Steel and a security agent walked Ethan, Agent, Maggie and Sif inside the main level.]

Lieutenant Steel: This is it.

Ethan: Wow, I have never seen a place look so active…

Agent: Of course you haven’t, you barely go out much.

Ethan: You looked up my history about me, didn’t you?

Agent: As a matter of fact, I did... Stayed away from the internet history, though. Don't even wanna think about it.

Ethan: [Gulp] Thank you...

Lieutenant Steel: Well anyway, we should be down there in just a few minutes. However for the time being you are able to have a look around for a brief moment.

[Before Maggie and Sif can run off, the guard stopped them.]

SACT Guard: But however if you touch anything we will kill you.

Maggie, Sif: Understood.

[Around the base, they investigated a fish tank where they kept alien fish inside. Groups of scientists were testing out different liquids and technology. Sif attempted to assist but the machine blew up in their faces. They move to another area where people practiced their shooting techniques, Maggie attempts to shoot all the targets but everything in there is blasted to bits, making everyone nervous. The Agent looked around everywhere to see a bunch of technology where to him it looked outdated.]

Agent: I knew this planet was behind, technologically, but this is fucking ridiculous.

[Then the montage ended and the scene moved to an open hallway as the others looked at some of the alien’s history. Sif snuck off and found a doorway leading to something interesting, he tried to peak at the window and Lieutenant Steel surprised him from behind.]

Lieutenant Steel: Whatcha doing there junior?

Sif: I was just wondering, what is that inside?

Lieutenant Steel: That? That chamber holds a great mass of power, if it were ever to be used, it would wipe out an entire city, made up of nuclear, hydraulic and physical energy. We found it when it crash landed here several decades ago, and we still don’t know what to do with it.

Sif: Reminds me of something I found back in a Spheroid Pirate Ship.

Lieutenant Steel: Well, whatever it is, it can never be released to the public, nor disposed into anywhere, for if it were ever in the wrong hands, it would be the start of infinite destruction. Now come along kid, we have much to do.

[Lieutenant Steel and Sif moved along back to the others as it appeared to be Tox-O watching them and hiding in the shadows.]

[Downstairs, a door shuttle opens, letting Lieutenant Steel bring the others inside. They walk in the room and Lieutenant Steel walks to an open chamber.]

Lieutenant Steel: I present to you, your friend.

[Ethan looked up to see the chamber filled with green liquid, holding a mysterious face inside, with wires surrounding her body, and a breathing mask covering her mouth.]

Ethan: Xylene....

Lieutenant Steel: Yep, before you and the Agent arrived, we found her body and confiscated it to see if we can run some tests, but we never got the chance to do as many because we had to deal with you guys.

[Ethan looked at him worried.]

Lieutenant Steel: Don’t worry, she wasn’t awake when we found her. We put her in a healing chamber so she could regenerate her wounds, luckily she didn’t lose any parts on the way over, but still after the crash landing I assumed that's what gave her so much damaged, she’s lucky to be alive.

[As he spoke, Ethan looked at the healing chamber and took a look at Xylene. He held his hand on the glass, continuing to look in worry.]

Maggie: Where did you get the healing chamber?

Lieutenant Steel: We confiscated it from aliens over 30 years ago.

Agent: So you’re like 50?

Lieutenant Steel: No, I wasn’t around when they grabbed it.

Ethan: Lieutenant Steel, I would like you to free her from this chamber.

Lieutenant Steel: Ethan…

Ethan: [Glared] Do it.

[Lieutenant Steel nodded, then he pulled on a lever and the liquid started draining down to the bottom. The glass chambers faded and the wires dropped Xylene down to the ground.]

Xylene: Aghh….

Ethan: Xylene?

[Xylene opened her eyes and saw Ethan in front of her. She stood up]

Xylene: You? What happened, and why are we not outside?

[Xylene dropped to the ground, and the others came to her aid.]

Ethan: You’re going to be fine, you’re with friends now…. Most of them.

[Ethan eyed at Lieutenant Steel and he crossed his arms.]

Xylene: I see.

[She looked down to see Ethan’s Omnitrix on his wrist.]

Xylene: So I see that you managed to keep my Omnitrix safe, and you managed to figure out how to use it?

Ethan: Well sorta, although this thing likes to give me the wrong alien from time to time.

Xylene: That’s weird, I’ll have to look at it when we get out of here. Are we still…?

Agent: On Earth, yeah. Only right now you’re locked in an secured alien holding ground.

Xylene: You brought me here?

Ethan: No. They did… I...

[An alarm suddenly began to go off. Everybody looked around the area by surprise and Xylene stood up curious.]

Lieutenant Steel: Somebody must’ve taken something from the facility, come on!

[The group ran over, and as soon as Lieutenant Steel looked at a doorway, from the window view he saw that the energy weapon was taken.]

Lieutenant Steel: No…

Sif: What’s wrong?

Lieutenant Steel: The energy weapon we’ve been holding has been taken… [He grabbed onto his earpiece.] Security, have this place under lockdown, nobody gets in or out!

[Outside the base, showed the doorways being closed by metallic chambers, including garage ways and other entrances and exits.]

Lieutenant Steel: We need to find that thing fast.

Xylene: I’ll search the perimeter.

Ethan: We won’t need to.

[Ethan tapped the button on the Omnitrix, the core popped up and he turned the dial from Upgrade to Wildmutt. Ethan raised his hand into the air and slammed down. In a green flash, it appeared he had transformed into Wildmutt and engaged in a howl.]

Wildmutt: Rawr-Rawr-Ruh-RAWWWWW! [Shakes head] Grrrru…

Xylene: A Vulpimancer, that’s brilliant, we can track the intruder’s senses.

Agent: I’m just surprised he didn’t use Fasttrack.

[Wildmutt laid his head down to the ground and started sniffing around the area, he followed the scent as the others followed behind him. Wildmutt picked up the scent and started running towards it. Eventually they made their way to a hallway and found a purple glowing Weatherhead standing through a doorway.]

Sif: It’s the Weatherheads…

[Wildmutt growled at them then pounced to attack the Weatherhead, and started shaking his arm.]

Tox-O: Get off me, you germ containing vermin!

[Tox-O punched Wildmutt back and Wildmutt slid back, shaking his head.]

Agent: Should’ve known they weren’t going to ignore my warning.

Maggie: What are you doing here?!

Tox-O: I am Tox-O, a Weatherhead with the ability to poison anybody who opposes me.

Xylene: Skip the introductions!

[Xylene’s eyes glew and a pink aura surrounded Tox-O and was lifted into the air.]

Xylene: Tell us what you’re really after…

[Maggie’s eyes glew into Silver Stream’s.]

Maggie (Silver Stream): Or else!

Tox-O: My mission is to retrieve the Membrecating Organ Eliminating Volterizer.

Lieutenant Steel: What?

Xylene: That’s the weapon you had here on Earth? The energy source that can eliminate all human life.

Tox-O: Yes, and I quite thank you for your convenience, now I shall escape so our master can begin Phase 2 of our plan.

Agent: Not gonna happen.

[Wildmutt charged back at Tox-O and jumped into the air to reach him. Tox-O looked at the ground and launched a sludge bomb attack onto the ground and it created a dust cloud surrounding the area. Wildmutt was blasted back into the ground.]

[Maggie’s eyes switched from Silver Stream to Kotch-ya’s, then used the ground to sense where he is.]

Maggie (Kotchya): I won’t let you get away!

[She stomped to the ground and the ground started sliding toward Tox-O’s way and he fell to the ground. Lieutenant Steel grabbed his gun and started firing toward his direction. The Agent noticed Sif was just standing there. Sif looked back.]

Sif: I can’t use my armors while this place is under lockdown.

Agent: You should’ve packed your energy cubes.

[The Agent grabbed his USB and tried to mess with the frequency. Tox-O fell to the ground and Wildmutt held onto his ears, roaring for help.]

Xylene: That sonic frequency is going to hurt the human's ears. Shut it off before you damage his sensing abilities!

Agent: Great, now I’m a sitting duck too.

[Maggie used Kotchya’s powers to fire stones at Tox-O, Tox-O started hardening his poison and created a barrier. Tox-O started running away.]

Tox-O: So long, lifeforms!

Xylene: Oh no you don’t!

[Xylene attempted to use her telekinesis to drag him back, but was too far gone. Wildmutt powered down back to normal and Ethan walked toward Maggie. The insert song ends.]

Ethan: Maggie, can you use Kotch-ya’s full power to help us track him.

Maggie (Kotch-ya): It’s not that I can’t, it’s just it takes too much out of me. I would need time to recharge and we don’t wanna repeat what happened two weeks ago.

Sif: Now what...

Xylene: I’ll cover the Northeast.

Ethan: Great, I’ll go with you!

Lieutenant Steel: Not so fast you guys. There’s just one more thing you’re forgetting.

[He reached into his pocket and revealed to have a holographic map. Lieutenant Steel turned it on and the others walked toward it.]

Lieutenant Steel: See that. [Points at the red dot.] That’s where we are right now, now if we looked a little bit closer, he’s headed directly towards the control room. That’s where all our factory work is done with our weapons, gear and electronics, while the other end is where we operate both our testing grounds and develop our nuclear power. We need to split up into groups and cover more ground. One team takes the west end, the other team takes the east, if we’re lucky, we should be able to surround him in the center and take him down.

Ethan: Alright. The Agent, Xylene and me will cover the east end, while you guys carry the west. Sound good.

Lieutenant Steel, Sif, Maggie, Agent: Right.

Ethan: Okay let’s move.

[The group began to split up in different directions, one moving downward, one moving upward. Meanwhile as Tox-O enters the control room, he finds officers and security workers, working inside.]

Officer: Hey, what are you doing in the control room?

Tox-O: Oh nothing much…

[Tox-O raises his hand up in the air and creates a smoke cloud. Eventually the workers fall flat into the ground and their cheeks began to glow purple.]

Officer: Why don’t I feel… so good…

Tox-O: That is my venom, in about 3 hours you will soon fall to your deaths. But perhaps you can make your short lives useful to me and tell me how to access the master control?

[The officer pointed, Tox-O ignited a key into the keyhole. A keyboard system overlapped the other, and monitors had appear down to the screen, revealing the footage of what’s happening on either scene.]

Tox-O: Perfect…

[Tox-O pulled the lever and the scene moved to Maggie, Sif and Lieutenant Steel, running down the hallway. As Sif and Maggie run passed the lasers, Lieutenant Steel stopped for a second and noticed the laser, and began to get the other’s attention.]

Lieutenant Steel: Wait! You activated the laser, get back!

[Maggie and Sif noticed and turned around to noticed the walls started opening. Large security drones started walking out and turned directly toward them.]

Lieutenant Steel: Stop, I command you to stop!

[They stood their for a second.]

Lieutenant Steel: Voice activated security drones, we should be fine now.

[The robots blasted a laser from their chest, Lieutenant Steel jumped back.]

Maggie: Okay, I’ve just had about enough with this.

[Maggie’s arm was surrounded by water and aqua blades came out from her arms, her eyes glew into Silver Stream’s and she jumped toward the drones and sliced them in half and as she was about to land, they exploded upon the impact, then slid down to the ground. Maggie’s water blades disappeared from her arms and she looked up back at Sif and Lieutenant Steel.]

Maggie (Silver Stream): Come on, we have to keep moving.

[Pipe holes started appearing beside them and a purple looking gas started blasting at Maggie.]

Lieutenant Steel, Sif: Maggie!

[A vortex appeared and Maggie, using Kotch-ya’s powers blew the gas away just in time, however it still shoots around her and she tries to hold it together.]

Maggie (Kotch-ya): Agh this base sucks…

Lieutenant Steel: Tox-O must’ve interfered with the pipelines, he’s shooting his own toxic gas instead of the knockout gas.

Sif: Hopefully Ethan and the others are having better luck than we are.

[Meanwhile Xylene used her telekinesis powers to throw the other drones back.]

Xylene: Come on!

[Xylene ran through the doorway and Ethan and the Agent followed her. They noticed Xylene stopped and saw the ceiling falling above them. The group looked up and saw one fall before Xylene, but in-time she used her psychic powers to stop it and struggled to hold it.]

Ethan: Come on, let’s try this way!

[Ethan and the Agent ran in the other direction and the ceiling fell on top of them, as with both of them struggling to hold it together.]

Ethan: Ah nuts…

Ethan: Agh, you’ve gotta be kidding me.

Agent: Ethan, can you try to reach the sonic, in my back pocket?

Ethan: I… I can’t.

Agent: Xylene?

Xylene: Hands pretty full right now.

Agent: Great now, how do we get out of this?

Ethan: If I could just reach the Omnitrix…

[Ethan attempted to grab the Omnitrix with his mouth but failed to.]

Xylene: I have an idea.... But it’ll take a lot of my power to do this.

Agent: Just do it. I’d rather not die in a messy way this time.

[Xylene turned her head and used her hands to rip a hole on the floor, opening to the lower level.]

Xylene: Now jump!

[Xylene jumped into the hole, and the Agent and Ethan letted go of the ceiling and reached to the hole as fast as they could. They luckily made it in time, taking deep breathes.]

Agent: Well, isn’t this lovely: Locked into a trap scattering hellhole where I’m probably going to die to a toxic, deranged Weatherhead…. Probably twice, depending on how many the government placed in here.

[Suddenly Ethan, Xylene and the Agent started hearing screams from another end.]


Agent: See!

[Xylene started searching around and found a small hatchet leading to the vents below.]

Xylene: It sounds like the screams are coming from here.

Ethan: I’m going in there.

Xylene: What!? But that’s dangerous!

Ethan: I don’t care, I won’t let hundreds of lives go to waste for one Weatherhead to get what he wants.

[Ethan attempted to open the hatchet.]

Agent: Wait, if you open that vent, it’ll let a lot of the poisonous gas spread into here, and even if it didn’t, if you crawled in there, you wouldn’t make it out of there alive. Furthermore, [Places hands on his shoulders] I don’t want to die today bitch.

Ethan: [Turns away] Ergh… There’s gotta be some way to save them…

Xylene: Well there is one way...

[Ethan and the Agent turned to Xylene, and Ethan walked closer.]

Ethan: There is? How?

Xylene: Let me take a look at that Omnitrix.

[Ethan gave her his arm, and Xylene started activating a code inside the Omnitrix. The Omnitrix core started lighting up and Ethan stepped back as the Omnitrix started surrounding Ethan into a containment suit. A green flash occured, and Ethan’s body was covered in black coat armor with white lines surrounding his side arms, and legs, with a pattern on his chest.]

Ethan: Whoa… I didn’t know it could do that…

Xylene: It can do many things. Now how are you planning on getting in without intoxicating us?

[Ethan looked down at the Omnitrix. He scrolled through the dial, with a diamond shape revealing different icons. He switched from Heatblast to Slapstrike to Grey Matter. Ethan popped up the core and slammed down, enlighting himself with another green flash.]

[GREY MATTER W/ SUIT TRANSFORMATION: Ethan’s body span around from his left, showing off his back, in a green spinning background. Ethan then spun back to the front with his face changing, and then he blinked and revealed his eye had changed. Ethan stuck out his arm as it began to change, then opened each fingertip. The Omnitrix grew on his back and Grey Matter span to the front as everything began shrinking around him, he struck a pose and a flash occurred, with everything zooming out to Xylene and the Agent’s shock.]

[Grey Matter slightly altered the vents blinds and squeezed himself through in hopes of not spreading the potential poisonous gas outside. Grey Matter made it through and closed it and turned around.]

Grey Matter: Careful Ethan, with the smoke covering all around the area, this looks to me it's going to be Cloudy, with a chance of gas... Hehe. That was a great reference pun.

[The helmet around Grey Matter surrounded his eyes with glass and a gas mask surrounded his mouth. Grey Matter started walking through and took every look around as he made it through the poisonous gas.]

Grey Matter: I can’t believe Xylene managed to equip me with this mobility, I wonder what else she could address me with?

[Grey Matter started hearing a voice through the end of the tunnel, he started running through and made it to a vent and began to hear Tox-O’s voice.]

Tox-O: Overriding the shutdown sequence. I will soon be free of this base of alien holding operations, and I will be able to send the Membrecating Organ Eliminating Volterizer to my master as instructed.

[Grey Matter glaring as he heard his plans, then eventually kicked down the vent and jumped out.]

Grey Matter: Not so fast evil-doer!

Tox-O: A Galvan? Oh wait that’s the changeling. No matter…

[Tox-O aimed his arms out and shot a poisonous cloud around Grey Matter.]

Grey Matter: Haha! As you can see, your venomous billows won’t have any effect on me! So as long as I’m in this unbreakable suit, you can’t poison me!

Tox-O: Then I’ll just have to break you myself.

[He attempted to stomp onto Grey Matter and he jumped to dodge the attack. Grey Matter started climbing and running for his life, and began running through the controls.]

Grey Matter: Agh, why did I have to open my big mouth! I’m supposed to be smarter than that!

[He grabbed onto the tip of a fire extinguisher. Tox-O arrived to him.]

Grey Matter: Let’s see how you like this!

[Grey Matter jumped on the switch and foam started shooting out at Tox-O, he stepped back as the room was full of smoke. The Omnitrix started beeping and in a red flash, he timed out back into Ethan.]

Ethan: Yes! Finally back to me.

[Tox-O walked out of the smoke cloud and Ethan widened his eyes.]

Ethan: On second thought…. Not good… [Started running.] I gotta stop that Weatherhead from releasing all his toxic to the public...

[Ethan looked down at the controls to try to do something.]

Ethan: But question is how? Maybe I can override the system!

Tox-O: [Appeared behind him.] I’d like to see you try!

[Tox-O grabbed Ethan and pulled him back from the keyboard as he attempts to strangle him. Meanwhile Maggie is starting to tire herself out as she uses Kotch-ya’s powers to stop the poison from spreading to the group.]

Lieutenant Steel: I don’t think she can go hold it for very much longer.

Sif: Any bright ideas?

[Lieutenant Steel ran to the walls and placed his hands on them. He was searching for something, until…]

Lieutenant Steel: Found one.

[Lieutenant Steel pulled a lever and it opened an emergency escape route.]

Lieutenant Steel: Come on!

[Sif ran inside, Maggie started stepping back, then changed back and took a deep breath out of exhaustion. Lieutenant Steel pulled her into the room and shut the doorway.]

Lieutenant Steel: That was a close one. We were lucky to survive that.

Sif: Now we just gotta hope we don’t run into anymore trouble…

Xylene: You can say that again…

[The group looked up to find the Agent and Xylene standing before them.]

Sif: Agent! Green Alien Tentacle Girl! You’re alright!

[Xylene squinted her eyes at him for his response.]

Maggie: But where’s Ethan?

Agent: He snuck into the air vents, we haven’t heard from him since.

[They started hearing a noise coming from upstairs.]

Voice: You insufferable, little....

[The scene moved back to the control room as he continued to strangle Ethan, Ethan started suffocating. The voice was revealed to be Tox-O’s.]

Tox-O: If I can't suffocate you through my gas, I can at least suffocate you by crushing every bone in your body.

[Ethan making an attempt to move, he kicked him in the shins, and Tox-O dropped Ethan.]

Tox-O: OW!

[Ethan made a run for it and looked up at him. The Omnitrix flashed green, making a completely recharged noise. Ethan looked down smiling, he pressed up the core and slammed down. Ethan transformed in a flash and the light faded away.]

Upgrade: UPGRADE! Now that’s more like it....

Tox-O: You may have transformed again, but that won’t save you for long human.

Upgrade: Maybe so. But I can still save everyone else.

Tox-O: And how do you plan to do that?

Upgrade: By using the control panel, and you!

Tox-O: Come again?

[Upgrade slammed his hand onto Tox-O and it surrounded part of his entire body, Tox-O attempted to struggle, but he wasn’t able to move. Upgrade turned his other hand to the control panel and started merging with both of them at the process. Eventually Upgrade managed to release a gas from Tox-O, it however turned out to be green and started spreading all over the base. Meanwhile downstairs, fainted workers started being hit by the blast and they began waking up, questioning what had happened to them. It hit other sectors of the base, then back inside the base, Upgrade stopped shooting the gas.]

Upgrade: Done and done.

[Tox-O ripped Upgrade off him and Upgrade went flying to the other side of the room and morphed back up. The Omnitrix flashed Upgrade back into Ethan without warning.]

Ethan: Huh!? Uh oh...

[Ethan realized he was no longer in his containment suit.]

Tox-O: You may have cured the entire base, but the weapon still belongs to me, and now without your containment suit, I can finally suffocate you in two ways more than one!

[Tox-O raised his arm out above Ethan. Ethan began to block for cover. Before Tox-O could stab him, he was stabbed by the Agent’s device and exploded into bits and pieces.]

Agent: I told you Weatherheads not to fuck with me again. You fucked up.

Ethan: Agent?

[The others arrived inside the room and Ethan walked toward them.]

Ethan: Guys, you’re okay!

Xylene: And it’s all thanks to you.

[She placed his hand over his shoulder and Ethan smiled back. Then the scene changed with the SACT base opening back up. The others stepped outside.]

Lieutenant Steel: Great work soldier. Someday we will make an honorary member out of you yet.

Ethan: Nah, but I’ll take that into consideration.

[Lieutenant Steel nodded, then he walked back inside.]

Xylene: You did good work today Ethan. More importantly, it seems that I have picked the right person to bare it after all.

Ethan: Thanks Xylene. But I have to ask, why did you send the Omnitrix all the way to Earth?

Xylene: Earth was one of the many options I had on my list to send out. Heck, If it weren’t for those Weatherheads, I wouldn’t have been here. But, if you want to know the reason, you’ll find out soon enough… Let’s just say there’s a big universe out there Ethan, and some people are even willing enough to use that weapon of yours for great evil, I trust you will do a great job protecting that thing as I asked. After all, the Weatherheads aren’t the only ones who are after that thing.

Ethan: Who is?

Xylene: Let’s just say, you’re better off not knowing yet…

Agent: Indeed. So Xylene, would you like a ride home back in my TARDIS? We’re already on our way out anyway, you might as well tag along for the ride.

Xylene: Thank you, but I don’t think you have a ship that can....

Agent: I do.

[The Agent points to the TARDIS standing a few feet behind him.]

Xylene: A facility box?

Agent: Oh trust me, it is not a facility box.

Xylene: Would we even fit?

Agent: Oh trust me, it is much bigger on the inside. You’ll see.

[They entered the TARDIS and the group teleported off. Nearby a fence, a small group of mysterious soldiers were in stealth silk clothing looking at their direction as they left.]

Mysterious Soldier: She’s here…

[The TARDIS teleported outside of Ethan’s house.]

Ethan: Okay, see you guys tomorrow.

[Ethan turned towards Maggie]

Ethan: Uh, Maggie? Are you going to be okay?

Maggie: I’ll be fine, I just need to rest a bit is all.

Ethan: Alright, see ya!

[The Agent, SIf and Maggie waved back at Ethan, and they teleported off as Ethan walked back inside his house. Entering his bedroom, Ethan laid down onto his bed and took a deep breath. He eventually got a call from his iPhone, Ethan grabbed it to answer.]

Ethan: Yeah?

Elliott (voice): Have you heard the news?

Ethan: No, what news?

[The scene changed back to the base, Maggie laid back down on the couch.]

Maggie: Ugh, I’m beat…

[She laid her head on a pillow.]

Agent: Yeah, I can tell… Well after overlooking some data, I got stuff to do so…

[He awkwardly stepped downstairs and left as fast as he could.]

Sif: That was strange?

Maggie: Just another day for all of us, nothing new.

Sif: Yeah… well except now I still have to reorganize my quarters, I wonder if we have enough room for an exercising machine…

Maggie: Probably, I don’t know.

Sif: What’s wrong?

Maggie: Nothing, just tired. But it’s just, something’s been hitting me in the back of my mind. I usually never have to feel so constricted at one place and one spot. Like, I don’t know… does it ever get to you having to be at the same place at the same time with the same people and everything.

Sif: Well… while I used to live with my family and travel through space most of my life, I found it hard to make social interactions from time to time, I mean I was homeschooled until my brother left me to rot… But yeah, I get what you mean. To be honest it’s kinda nice having some friends to look after.

Maggie: Really? I mean yeah it is nice and all, I just wish we did something different every once and awhile. Then again, I’m used to running all my life, maybe I just need to feel more relaxed about it.

Sif: Yeah, you’re definitely overthinking this one. Why don’t you do what Ethan said and get some rest. Who knows? It’ll probably help ya.

Maggie: Yeah I should…

Sif: Alright, I’ll be downstairs if you need anything.

Maggie: Okei.

[Maggie looked at the ceiling, she looked to her left from the base’s point of view, then she looked right and took a look at the outside as it was pouring down. She looked up at the ceiling again. She began close her eyes and took a deep breath.]

Maggie: Ah....


E-10 ED02 - Episode 11.png

Major Events

  • Ethan discovers that Xylene was locked up by the Secret Alien Containment Team between the events of Episodes 1 and 2.
  • Xylene is freed and is returned home by the Agent.
  • Mysterious Soldiers begin spying on the group.
  • Ethan gets a mysterious phone call.



  • Benevelon (first appearance)
    • I.D.I.A. (first appearance, cameo)


  • Cast-O
  • Tox-O (first appearance)
  • Sand-O (first appearance, brief)
  • Preciparius-O (first appearance, brief)
  • Hail-O

Aliens Used

Armors Used

  • Hydra Speed


  • Sand-O and Preciparius-O are based off the Undertale characters Sans and Papyrus, they were originally supposed to be the main villains of the episode instead of Tox-O. This was changed to make the episode be taken more seriously.


  • From Episode 11 and onward, Past My Shades - B.o.B. is the new ending song.
  • Ebomnitrix and Alanomaly decided to create a new robot similar to the B.L.R.R.T. called the I.D.I.A. (Indestructible Disaster Inducing Automachine), as they both found the B.L.R.R.T to be stupid.
  • Xylene unlocks the Omnitrix's Containment Suit feature. This protects the user from otherwise harmful environments.
  • Upgrade merges with two machines at the same time. Something that has never happened in both the Ben 10 canon and any BTFF related series.
  • Xylene foreshadows there maybe a bigger threat than the Weatherheads.
  • Sif reveals his brother left to rot him in space.
    • Sif also revealed he was once on a Spheroid Pirate Ship.
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