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Up to 11
General Information
Release Date September 7, 2020
Series Ben 10: Missing Pieces
Season 1
Episode Number 4
Overall Episode Number 4
Written by UltiVerse
Story by UltiVerse
Teleplay by UltiVerse
Directed by UltiVerse
Episode Guide
Previous episode Crossroads

Up to 11 is the fourth episode of Ben 10: Missing Pieces.


Galvan Mark II
November 16, 2010, 5:57 PM UTC (Coordinated Universal Time)

The camera pans down from the green sky of the recently rebuilt Galvan Prime, now called Galvan Mark II, to show many brown mushroom-like buildings with green spots dotting the area. One building sticks out against the rest, a tall four-level one with a black and green hourglass symbol on top. On the highest level of the building, Myaxx walks down a hallway with light blue walls and circular windows. A camouflaged salamander-like figure tails her from a few feet away. She reaches a hexagon-shaped door that splits into two, granting her and the figure access to a spacious room with a dome-shaped roof made of glass. Much like the walls of the hallway outside, the floor is light blue. Various inventions are littered around the room, and in the very middle of the room, Azmuth stands in front of a small table, peering into a microscope.

[Myaxx]: Gonna head out for the day, boss.

[Azmuth, waving his hand dismissively]: Yes, yes. Safe travels and what have you.

Behind Myaxx, the unknown figure speaks in a German accent.

[Figure]: I beg to differ.

Azmuth and Myaxx look at the source of the voice. The figure deactivates its camouflage, revealing itself as Silent Kill, a mutant male Merlinisapien with silver skin and a skull-shaped helmet. He wears a symbol similar to the Omnitrix on his chest, but with a red "A" against a black background. Azmuth crosses his arms.

[Azmuth]: Albedo, how did you escape the Rift?

[Silent Kill]: At least we won't have to waste time trying to get you to guess my identity.

[Azmuth]: Do you take me for a fool?

[Silent Kill]: Perhaps. Only a fool would have such lackluster security measures. I could have strolled in here and nobody would have noticed.

[Myaxx]: Didn't you hear that the planet blew up? It's been a real struggle tryin' to rebuild the building, let alone the planet.

[Silent Kill]: Of course I did. I just expected the great First Thinker to give me more of a challenge.

[Azmuth]: My original question still stands.

[Silent Kill]: I do not owe you an explanation. If anything, it is you who owes me something. I demand that you change me back to my Galvan form post-haste.

[Azmuth]: Approximately 75% of all Galvans died during the invasion and the planet's in shambles and all you care about is yourself. Typical.

[Silent Kill]: Restore my original form and I can help bring this planet back to its former glory!

[Azmuth]: Absolutely not. Even if I were to entertain the idea of restoring your original form, your actions against the Tennyson boy have proven that you are unfit to ever work with me again.

[Silent Kill, pointing at Myaxx]: And yet you have no qualms with working with a criminal!

[Azmuth]: Former criminal. Myaxx has regained my trust since my return to civilization, which is no easy feat. You, on the other hand, continue to disappoint me. You are not the brilliant mind with potential I once saw as my son.

Silent Kill grows angrier.

[Silent Kill]: I did not come here to fight, but since you refuse to help me, I will make you help me!

Myaxx lunges at Silent Kill, who dodges under her, slipping under her legs and emerging on behind her. He kicks her in the back, making her fall. In a flash of red light, Silent Kill transforms into Regurgitator, a brown Sphoeroid. As Myaxx turns around, Regurgitator spits a stream of slippery yellow slime at her face.

[Regurgitator]: You're no Galvan, but you should have the mental capacity to realize that your talents are wasted here. Has Azmuth ever acknowledged your skills or given you the credit you deserve?

[Myaxx]: (grunts) No, but he pays good, so you win some, you lose some.

Myaxx wipes the slime off her face, stands up and raises her fists, adopting a battle stance.

[Regurgitator]: You would be sagacious to stand down. You cannot hope to defeat me.

Myaxx puts her fists down.

[Myaxx]: You're right. I can't.

She promptly turns on her heel and exits the room.

[Regurgitator]: Coward.

[Azmuth]: I won't give into your demands, Albedo.

Regurgitator turns around and walks towards Azmuth.

[Regurgitator]: Why? Taking over the galaxy is none of my concern. I just want to be free of my human body.

Now that the distance between them is nothing more than few inches, he towers over Azmuth, casting a shadow over him.

[Regurgitator]: I came here in peace and you still turned me down. Do you resent me for leaving you? Is this your way of getting revenge?

Azmuth rolls his eyes.

[Azmuth]: Oh, please. I'm not petty.

[Regurgitator]: Then what's stopping you?

[Azmuth]: You created a copy of the Omnitrix behind my back simply because you were dissatisfied with my decision to give it to a human. I don't trust you.

[Regurgitator]: Do you not trust me because I created another Omnitrix, or because I attacked Tennyson? This has to do with your ego, doesn't it? You can't accept that someone else was smart enough to replicate your perfect creation.

[Azmuth]: Need I remind you that your Omnitrix nearly doomed the universe? You were reckless. By the looks of it, you have not learned your lesson. Your new Omnitrix seems to be of even lower quality than your old one.

[Regurgitator]: Desperate times, desperate measures. Besides, would you have paid me any mind if I had just walked in here in my human form?

[Azmuth]: I'm not sure why I'm paying you any mind even now. My decision is final, Albedo. I will not help you.

[Regurgitator]: Very well.

He transforms into Kludge, a purple Planchaküle wearing a labcoat.

[Kludge]: I'll break, break, break everything here if I have to!

He laughs maniacally and grabs Azmuth's microscope, disassembling it seconds and dropping its components all over the floor. Azmuth shakes his head, unimpressed.

[Azmuth]: You're giving me more reasons not to help you.

Kludge walks away towards another one of Azmuth's inventions, a large grey cylindrical object positioned vertically.

[Kludge, rubbing his hands together]: It's a shame that such a brilliantly-designed machine has met its end.

The doors open, and Ben, Gwen, Kevin and Myaxx barge in. Kludge shifts his attention to Ben.

[Kludge]: Ah, Ben Tennyson. Your timing is impeccable.

[Ben]: Nice to see you too. Azmuth, you okay?

[Azmuth]: I suppose.

[Kludge]: I don't want to fight you, Tennyson. Simply hand the Omnitrix over to me so I can revert to my original form. Nobody has to get hurt.

[Ben]: I don't wanna fight you, either. Just surrender so we can send you back to prison.

[Kludge]: (laughs) I'm not going back! I came here to regain my Galvan form and I'm not leaving until that happens, one way or another!

[Ben]: Alright. You asked for it.

Ben pulls back the sleeve of his jacket and lifts his arm to his face. He presses the two buttons on the side of the Omnitrix and the core pops up to show a green 3-D hologram of a Highbreed.

[Ben]: Perfect!

He presses down on the core and is bathed in green light. When it fades, Purebred stands in his place.

[Purebred]: Purebred!

He launches himself into the air and heads for Kludge, grabbing him.

[Purebred]: Let's take this outside.

He makes a turn and flies over Gwen, Kevin and Myaxx.

[Purebred]: You guys stay here. I can handle this!

He exits the room with Kludge firmly in his grasp.

[Kevin]: Why'd we tag along, again?

[Gwen]: (shrugs) Emotional support?

Kevin looks at Azmuth.

[Kevin]: Hey, wait a minute. Didn't the Highbreed blow everythin' up? I know you guys are a bunch of super geniuses or whatever, but how'd you rebuild the planet so fast?

Azmuth smiles.

[Azmuth]: That is a story I will never get tired of regaling.

Purebred lands on the ground in the hallway outside the room, a significant distance away from Azmuth's lab. Kludge turns into Paperthin, a white Thep Khufan, and slips through Purebred's fingers. His body rebuilds itself a few feet away. Purebred holds up his hands, firing claw darts at Paperthin, whose bandages separate to let the darts pass through.

[Purebred]: Should've known that wasn't going to work.

Paperthin transforms into Bashmouth, a husky alien with white and bluish grey fur and metal armor on his right shoulder and left wrist, and charges at Purebred. Bashmouth raises his right fist, attempting to throw a punch, but Purebred catches him by the wrist and uppercuts his jaw. Bashmouth stumbles for a second, slightly disoriented, giving Purebred the chance to tackle him to the ground and punch him in the face.

[Bashmouth]: Get off me!

[Purebred]: Change back.

[Bashmouth]: Never.

He bares his teeth and encases them in metal, biting Purebred's shoulder. He punches him in the stomach and kicks him away before getting up. Purebred stands and puts his hand on his shoulder, hissing from the pain.

[Purebred]: M-Metal? (grunts) I can handle metal.

He turns into Lodestar.

[Lodestar]: Lodestar!

He projects large magnetic waves at Bashmouth and slowly raises his arms, causing Bashmouth to levitate off the ground. He flails his arms and legs.

[Bashmouth]: Put me down this instant!

[Lodestar]: You got it!

Lodestar pushes his arms out, creating a larger gap between him and Bashmouth. He lowers and raises his arms three times, slamming Bashmouth into the ground and creating a crater every time he does so. Just as he's about to do it a fourth time, Bashmouth transforms into Rollerbug, a small maroon insect-like alien large horns and teeth. Lodestar puts his arms down as Rollerbug spits a ball of pink plasma from his mouth.

[Lodestar]: Okay, the gremlin guy was... interesting and the husky was pretty awesome, but this one?

Rollerbug narrows his eyes confidently and flings the ball at Lodestar's face. It explodes upon contact, causing Lodestar to break into many tiny pieces, which scatter all over the hallway. Small amounts of the floor and walls also break off due to the explosion. Rollerbug blinks in disbelief.

[Rollerbug]: Not the outcome I was expecting.

He approaches some of Lodestar's remains that are closest to him, eyeing the pieces curiously. To his surprise, the pieces begin to levitate off the ground, converging where Lodestar stood before the explosion. The pieces reform themselves into Lodestar, who brings his right claw up to his face.

[Lodestar]: That was weird. Note to self: Don't underestimate the little guy.

Rollerbug gags as he tries to spit another ball, but nothing comes out of his mouth.

[Lodestar]: Ew.

[Rollerbug]: Curses!

Lodestar aims his claw at a pipe above him, projecting magnetic waves to break a long chunk of it off. He brings his claw down and spreads his arms in a circular motion to wrap the pipe tightly around Rollerbug. He grunts with effort as he tries to escape, to no avail. Lodestar changes into Squidstrictor.

[Squidstrictor]: Squidstrictor!

He extends his arms towards Rollerbug and wraps them around his body, bringing him closer.

[Squidstrictor]: Time to go back to prison.

Rollerbug turns into Bioshock, a blue Aerophibian, and breaks out of the pipe and Squidstrictor's grip, hovering in the air above him.

[Squidstrictor]: Give up. At this rate, we'll be fighting until our watches time out!

[Bioshock]: We shall see!

Bioshock fires red neuroshock beams from his eyes at Squidstrictor, who swiftly moves out of the way to avoid them. Squidstrictor tries to grab Bioshock with his arms, but Bioshock fires another beam from his tail.

[Squidstrictor]: Ow!

Myaxx picks up the components of Azmuth's microscope with her hands.

[Myaxx]: (mumbles) All this high-tech equipment and we don't have a broom.

Azmuth stands by the window, finishing his story with his hands clasped behind his back. He is joined by Gwen and Kevin to his left and right, respectively.

[Azmuth]: After that, it was merely a matter of repopulating the planet with the estimated 25% of Galvans who remained.

[Kevin]: I wish I hadn't asked.

[Azmuth]: Then why did you? Bah, humans!

[Gwen]: If we could focus on the present for a bit, I know Albedo's not exactly a saint, but why don't you want to help him, Azmuth?

Azmuth looks up at her.

[Azmuth]: He deserves to stay trapped in his human form as punishment for his actions.

[Gwen]: I mean, all he did was make another Omnitrix.

[Azmuth]: Two Omnitrices.

[Kevin]: He also attacked three Forever Knight castles and a hive of DNAliens... and your cousin.

[Gwen]: He's not a bad guy. I'm sure he'll get out of your hair once he's back to normal.

[Azmuth]: Your Earthly saying eludes me, but I digress. I will not relent.

Gwen folds her arms, annoyed.

[Gwen]: You and I both know he's just going to keep breaking out of prison. He'll keep going after Ben or you.

[Azmuth]: So be it. Today, he caught us in a moment of weakness. The next time he intends to come to Galvan Mark II, he will not bypass our security defenses.

[Gwen]: Come on, Azmuth. Haven't you learned anything?

Azmuth glares at her, but she doesn't budge.

[Kevin]: Did you just say what I think you said to the smartest guy in the galaxy?

[Azmuth]: Three, arguably five, galaxies.

[Gwen]: When you didn't give Myaxx enough credit for helping you with the Omnitrix-

Myaxx shouts from where she is.

[Myaxx]: I'm over it now!

[Gwen]: She sold your tech to pirates.

[Azmuth]: Thus landing herself in Incarcecon. I fail to see your point.

[Gwen]: When you took your sweet time curing Malware, it backfired on you and he ended up going crazier.

[Azmuth]: Malware was always insane. Do not hold me responsible for his actions.

[Gwen]: Don't you get it? If you had stopped being so self-centered and helped them, things might have turned out differently.

[Azmuth]: Dwelling on the past is pointless.

[Gwen]: Which is why I'm asking you to make sure history doesn't repeat itself. Do I have to remind you that your reluctance to help Myaxx and Malware indirectly led to Ben getting hurt?

[Azmuth]: He is still alive, is he not?

[Gwen]: And if Albedo decides to change that? If you ignore me and he succeeds one day, I'll remember this conversation and come for you myself.

[Azmuth]: Ben has done a lot of good for the universe, but his life is not my concern.

[Gwen]: If he goes down, the Omnitrix goes down too.

Azmuth hums and turns away from Gwen to look out the window.

[Azmuth]: Fine. I'll consider it.

Kevin smiles at Gwen.

[Kevin]: Should've known you knew what you were doin'.

We return to Ben and Albedo's battle. Bioshock spins around, holding Squidstrictor with his feet. He throws Squidstrictor on the ground a few feet away. Squidstrictor pants in exhaustion.

[Bioshock]: Are you tired, Tennyson? Perhaps you need a nap.

He turns into Night Terror, a Nemuina with sharp claws, large wings and unkempt hair. Night Terror flies right at Squidstrictor with his claws outstretched. Squidstrictor transforms into Sparkhenge just as Night Terror gets close. Night Terror scratches Sparkhenge's chest, but it has no effect on him. Smirking, Sparkhenge stands up and holds Night Terror's wrist, dangling him in the air.

[Sparkhenge]: Rock solid body. You're not leaving a mark anytime soon.

Night Terror transforms into Gasbag, a yellow alien with a gas mask and organic nozzles all over his body, constantly emanating gas. He wears a red, black and white suit. Due to the sudden change in mass, Sparkhenge drops Gasbag on the floor. He breathes in the gas and wobbles, gasping and coughing violently.

[Gasbag]: (wheezes) Give up... (wheezes) and I'll change into something... (wheezes) else.

He moves towards the wall, putting his hand on it to support his body.

[Sparkhenge]: Not... (coughs) likely.

He changes into Rock Bottom, a humanoid lime alien made of rock. No longer affected by the gas, he fixes his posture.

[Rock Bottom]: I'm so glad that worked. Wasn't even sure if this guy had a sense of smell.

Gasbag tries to dodge as Rock Bottom goes in for a punch, but is unsuccessful and stumbles backward. He regains his balance and turns into Visionnaire, a thin teal Opticoid. He shoots electric beams from all of his eyes at Rock Bottom, who stands still, unhurt.

[Rock Bottom]: That tickles.

Visionnaire grumbles and moves all of his eyes into his chest, forming a much larger eye that takes up most of his torso. His now singular eye glows red as it's about to shoot a large blast. The Omnitrix beeps, reverting Rock Bottom back to human in a flash of green light. Ben checks the Omnitrix to see that its emblem is red.

[Ben]: Uh-oh.

Visionnaire turns into Silkspinner, a black Arachnichimp with eight eyes and fangs.

[Silkspinner]: (laughs) Once again, you unknowingly played into my hands.

Ben takes a few steps back, putting his arms up in surrender.

[Ben]: I don't suppose you'd be willing to talk this out.

[Silkspinner]: For once in your life, you're right.

He fires a stream of webs at Ben from his feet to his neck, making him fall over. He walks in Ben's direction, but bumps into a mana wall and screeches angrily. Gwen, Kevin, Azmuth and Myaxx enter the scene, running from behind Ben. Azmuth walks past him and faces Silkspinner from the other side of the mana wall.

[Silkspinner]: How convenient. Have you come to gloat, Azmuth?

Kevin touches the ground, coating himself in an unidentified material and shifts his right hand into a pair of scissors, cutting through Silkspinner's webs.

[Azmuth]: I can't restore your original form. I have neither the time nor patience to build what is required to do so.

[Silkspinner]: The Omnitrix-

Azmuth holds up his hand to cut him short. Behind him, Kevin helps Ben to his feet.

[Azmuth]: In hindsight, I should have told you this sooner, but the Galvan DNA sample in the Omnitrix didn't come from you.

[Silkspinner]: You- You told me... You lied to me!

He hits the mana wall with his fist.

[Azmuth]: Incorrect. I changed the Galvan sample only after you stopped working for me.

[Silkspinner]: My efforts have gone to waste!

[Azmuth]: Not quite. I'm offering you a deal. I'll help turn you into a Galvan again using the sample in the Omnitrix, provided you hand over your cheap imitation of an Omnitrix and agree to return to the Rift and serve your sentence.

[Silkspinner]: No. I want my original form!

[Azmuth]: I'm fair, not kind. If you won't agree to my terms, there is nothing I can do to help you.

Silkspinner hisses and bows his head, letting out a sigh. Consumed by red light, he reverts to Albedo. He wears the same clothes he wore in his debut episode, but they are tattered and dirty.

[Albedo]: (grits his teeth) Where do we begin?

In Azmuth's lab a few minutes later, Albedo stands near the window, observing what's outside. Ben, Gwen, Kevin and Azmuth are a significant distance behind him, talking among themselves softly.

[Ben]: You sure this is a good idea?

[Gwen]: Once he gets his original form back, everything will be fine. He won't do anything evil because he won't need to.

[Kevin]: If he does, we could just step on him.

Gwen elbows him.

[Kevin]: Kiddin'!

[Azmuth]: Our small size is more useful than you might think, Kevin Levin.

Albedo walks away from the window and towards the group.

[Albedo]: Where is Myaxx? I want to be rid of this form as soon as possible.

[Kevin]: Would it kill you to be patient?

[Albedo]: If you take issue with it, yes.

Myaxx enters the room and bends down near Azmuth to hand him a small grey rectangular chip.

[Azmuth]: Omnitrix, unlock Galvan DNA sample.

[Omnitrix]: Voice command recognized. Galvan transformation now unlocked and available.

Azmuth jumps on Albedo's wrist and yanks the Antitrix's core out, placing the chip in a small hole under where the core would be.

[Albedo]: You must admit it was clever of me to accommodate the chip.

[Azmuth]: (scoffs) The chip would be unnecessary if you built the core in such a way that it would automatically sync with the Omnitrix.

[Albedo]: You can never spare me a compliment, can you?

Azmuth chooses not to answer, instead placing the core back in its place and jumping to the ground. Albedo twists the dial and it pops up. He scrolls through the holograms of Squidstrictor, Rock Bottom and Lodestar and reaches Grey Matter. A wide smile stretches across Albedo's face. He slams his hand down on the core and is engulfed in red light, transforming into Grey Matter.

[Grey Matter, looking at his hands]: At long last, I'm free!

[Azmuth]: (clears throat) As we agreed...

He holds his hand out. Grey Matter nods sadly.

[Grey Matter]: Antitrix-

[Kevin]: (snorts) You named it the Antitrix?

[Grey Matter]: Antitrix, reset default DNA.

The Antitrix beeps and changes from its symbol form to its original form around Grey Matter's body. He tries to remove it by reaching for it on his back, but fails.

[Grey Matter]: I need... help.

Myaxx picks him up and turns him around, splitting the Antitrix in two to remove it from his body. Grey Matter, or more accurately, Albedo, lands on the ground.

[Ben]: What are you gonna do with the.... um, Antitrix, was it?

[Azmuth]: Destroy it immediately.

[Myaxx]: You got it.

With the Antitrix in her hand, she leaves the room. Kevin stares at Albedo, tapping his foot on the ground.

[Kevin]: Hey, pipsqueak, you're forgettin' something.

Albedo looks Azmuth in the eye and extends his hand.

[Albedo]: Thank you.

[Azmuth]: You're welcome.

Noticing that his handshake wasn't reciprocated, Albedo puts his hand down.

[Kevin]: Wasn't talkin' about him. Gwen convinced Azmuth to help you. You owe her.

Albedo faces Gwen.

[Albedo]: Thank you. You are... more tolerable than I would have expected for a human. (to Ben) As for you, I still don't think you're worthy to wield the Omnitrix, but allow me to be the first to say I no longer want this feud between us to continue. I've achieved my goal... somewhat, and I want to move on.

[Ben]: Go back to prison first. Do your time, then you can do whatever you want.

[Albedo]: I wi-

Albedo holds his stomach and writhes in pain, lying on the ground. Everyone stays where the are, shocked, except for Azmuth who steps forward out of curiosity. Albedo's skin turns reddish brown and his fingers, toes and neck grow longer. Two horns emerge from his head and his body becomes thinner.

[Albedo]: What's h-happening?

He weakly gets up, examining himself.

[Azmuth]: Where did you get the parts to build your Omnitrix?

[Albedo]: (hesitates) Aul-Turrhen.

[Azmuth]: Then I would be fully right to call you a fool. Nothing there lasts long or works properly, you should know that!

[Albedo]: Surely, there's a way to undo-

The Omnitrix begins to beep. Everyone in the room looks at it.

[Omnitrix]: Severe genetic damage detected.

Ben crouches and places his left arm in front of Albedo.

[Omnitrix]: Genetic code splicing error. Should we attempt to repair?

[Ben]: Yes.

The Omnitrix's core pops up and it shoots out a green beam of light that scans Albedo from head to toe a few times before disappearing.

[Omnitrix]: Attempt unsuccessful. Genetic damage irreversible.

The Omnitrix's core retracts and Ben straightens his body. Azmuth strokes his tendrils.

[Azmuth]: Whatever mutated your transformations must have affected your default human form as well, and now your Galvan form.

[Albedo]: I don't deserve this! I worked tirelessly! I finally attained satisfaction, only for it to be cruelly ripped away. (growls) This... This is your fault, Tennyson!

[Ben]: Don't waste your energy blaming me for something I wasn't involved in. Look, I'm sorry you're stuck this way, but this is your own fault. You escaped prison and you made the Antitrix. You should've been more careful. You can't change what happened to you, but you can change what happens to you in the future. You can be better.

[Albedo]: You are...

Albedo's angry expression fades away and he hangs his head.

[Albedo]: (softly) You're right.

He looks at Azmuth, defeat in his eyes.

[Albedo]: Do whatever you want with me. I see no point in trying to resist.

[Gwen]: Wow, Ben. You got the bad guy to give in without beating them up. I'm impressed.

[Azmuth]: As am I. You've done well these past few months.

[Ben]: But?

[Azmuth]: No buts. (smiles) You deserve a reward.

Ben raises his eyebrow.

[Ben]: Wait, what? Just like that?

[Azmuth]: Well, if you're content with your current arrangement, you may leave.

[Ben]: No, no! I'm all for a reward!

[Azmuth]: Omnitrix, count number of transformations accessed since first activation.

[Omnitrix]: 44 transformations accessed since first activation. 12 transformations currently unlocked, 31 locked and one removed.

[Azmuth]: Unlock all 31 locked transformations.

[Omnitrix]: Voice command recognized. 31 transformations now unlocked and available.

[Ben]: (grins) I have everyone back?

[Azmuth]: Almost everyone.

[Ben]: (frowns) Right.

Gwen briefly puts her hand on his shoulder in consolation.

[Azmuth]: You're not ready to have your Conductoid transformation back yet.

[Ben]: Yeah, I know.

[Azmuth]: You'll be ready eventually. You just have a bit more to learn.

[Ben]: (smiles sadly) Okay.

He shares a look with Azmuth.

[Azmuth]: Well, unless you have any questions, you'd better leave. I have other matters to attend to.

[Kevin]: Want us to hand Albedo to the Plumbers?

[Azmuth]: He's my problem. I will see to it that he returns to the Rift.

[Ben]: The what?

[Azmuth]: Ask your grandfather. Ah, yes, before I forget, Gwendolyn, thank you for convincing me to see things in a different light.

[Gwen]: Thank you for listening.

[Azmuth]: If Ben wasn't already wearing the Omnitrix, you would make a good candidate.

[Gwen]: I appreciate it, but I'm fine with the powers I have.

Azmuth nods and faces Albedo.

[Azmuth]: Come with me.

A dejected Albedo follows Azmuth out of the room.

[Kevin]: What? No goodbye?!

[Ben]: That was eventful.

[Kevin]: That was the easiest mission I've ever been on.

[Gwen]: You didn't do anything.

[Kevin]: Exactly.

[Ben]: (sighs) I'm gonna miss this.

[Kevin]: What? Havin' an evil twin?

[Ben]: Going on missions with you guys. Don't get me wrong, I'm happy for you, but it's gonna be weird not having you around.

[Kevin]: Now that you have most of your old aliens back, you can hold your own. You'll be fine.

[Ben]: I'm not worried about that.

[Gwen]: Ben, we're not going away until January. Besides, it's not like we'll be leaving forever. We'll come back for semester breaks and the holidays, not to mention our birthday. I can't celebrate my birthday without my favorite cousin, can I?

She lightly punches him in the arm.

[Ben]: (laughs) Yeah, you know what? I'm not gonna think about that now. Let's just go back to Earth and drown ourselves in smoothies.

[Kevin]: No.

[Ben]: Chili fries?

[Gwen]: No.

[Ben]: Smoothies and chili fries it is.

He twists the Omnitrix's dial. A hologram of a short turtle-like alien appears on the emblem. He brings his hand down and turns into Porturtle, a green alien with antennae with yellow bulbs, as well as yellow arms and legs and a red shell.

[Porturtle]: Porturtle! Last one through has to pay for the food!

He curls into a ball. A blue portal forms a few feet in front of him and he rolls forward, entering it, immediately followed by Gwen.

[Kevin]: Oh, come on!

He runs into the portal. The camera lingers on it for a while before it closes.


Noteworthy Events

Major Events

  • Galvan Prime has been rebuilt as Galvan Mark II, with the Galvans having taken a more eco-friendly approach with it compared to their original planet.
  • Having escaped the Rift, where he was imprisoned in Good Copy, Bad Copy, Albedo returns, armed with the Antitrix.
  • Albedo turns into a Galvan for a short time, before being mutated as a result of the Antitrix's poor workmanship.
  • Ben regains all of his previously used aliens except for Feedback.
  • Gwen and Kevin are revealed to be leaving Bellwood soon, as Gwen decided to accept Friedkin University's offer of admission.

Character Debuts

Antitrix Alien Debuts

Omnitrix Alien Debuts

Minor Events

  • It is revealed that the Omnitrix's Galvan sample once came from Albedo, and that Azmuth replaced it after he stopped working for him.



Aliens Used

By Ben

By Albedo


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Albedo (human and mutant Galvan)
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Vanessa Marshall Myaxx
Jeff Bennett Azmuth
Liam O'Brien Silent Kill
Eric Bauza Regurgitator
Richard Horvitz Kludge
Grey Matter
Tony Todd Purebred
Phil Morris Bashmouth
Dee Bradley Baker Lodestar
Benjamin Diskin Rollerbug
Tom Kenny Bioshock
David Kaye Sparkhenge
Steve Blum Gasbag
Kyle Hebert Rock Bottom
Josh Keaton Silkspinner
Matthew Mercer Porturtle


  • As a result of Galvan Prime being destroyed by the Highbreed in War of the Worlds: Part 1, approximately 75% of the Galvan population died, and the planet was rebuilt.
  • Albedo escaped the Rift after he was imprisoned there in Good Copy, Bad Copy.
  • Several characters mention Albedo's actions in Good Copy, Bad Copy, where he attacked three Forever Knight castles and a hive of DNAliens before attacking Ben himself.
  • Gwen has accepted Friedkin University's offer of admission and plans to move away from Bellwood with Kevin, after having spent the previous episode trying to decide what to do.


  • Credit to Ultra3000 for the episode title as well as for naming the Rift.
  • This episode premiered exactly eight years after Ulti created his account.
  • This episode acts as Timeline 1 of Earth-50's equivalent of the Alien Force two-parter The Final Battle in several ways.
    • Both episodes involve Albedo returning with a new Omnitrix that can turn him into modified versions of Ben's aliens.
    • Both episodes take place at most a week before Kevin's 17th birthday. While Kevin's birth date in the canon timeline is unknown, it is confirmed that he was born on November 23, 1993 in this timeline. This episode takes place on November 16, 2010.
    • Both episodes include a mention of Azmuth being the smartest being in three, arguably five galaxies.
  • The Rift, which was mentioned a few times in the episode, is an intergalactic prison for intelligent criminals.
  • The chip that Azmuth used to synchronize the Antitrix with the Omnitrix was one of many chips used when Azmuth was in the process of prototyping the Omnitrix. Although Galvan Prime was destroyed by the Highbreed in the Alien Force episode War of the Worlds: Part 1, Azmuth still had the chip because he went back to Xenon with Myaxx after War of the Worlds: Part 2 to retrieve some of his old belongings, including the chip.
    • The chip was only necessary because the components Albedo used to build the Antitrix's core made it naturally incompatible with the Omnitrix.
  • Eatle's Antitrix counterpart, Steelteeth, was originally meant to be featured in the episode, but was replaced with Kludge.
  • This episode was originally the third episode of the series, but became the fourth episode after Crossroads was written.