Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Ben 10: Ultimate Fusetrix
Season 3, Episode ?
Episode Guide
For Better or Worse
Universe Or Me


A special Upgrade fest episode where Elena Nanolena returns with Darkstar Starry and Upgrade escapes the Fusetrix with Ultimate Upgrade and they work with Ben. Although in the end he recaptures them.

The Awesome Upgrade Facts of How Not to Be like Ben 10 Plot[]

Ben was fiddling with the Fusetrix. Suddenly Upgrade's hologram came up and it grew to normal Upgrade size. Then UU (Ultimate Upgrade) came out as well.

UU: Hello Ben. We are the Upgrades. SInce we are so smart we will help you defeat some enemies.

Ben: Sure. (Transforms) Buzzshock!

Upgrade: AH! I hate Megawhatts!

Buzzshock: Sorry. (Transforms) Articquanna!

Suddenly Nanolena and Starry came out.

Nanolena: We are back!

Starry: We will destroy you.

UU: Not if I can help it.

He controlled all Nanochips.

Nanolena: With my new Nanochips you can't control them!

They charged. Articquanna froze some. UU and Upgrade shot laser beams through their eyes and destroyed some. Starry shot his gold enery beams at Articqianna.

Articquanna: I know just the Jury for this! (Transforms) Jury Rigg! Break break break break break break break break break break break break break break break break break break break break break break break!

He broke most of the Nanochips.

Nanolena; Stop you idiot!

She blasted a blue beam at Jury Rigg malfunctioning it. It transformed him into Ultimate Swampfire.

US: When did you obtain Nanomechs powers?

Nanolena; A story you won't live to hear!

US: Maybe then we have to fight fire with fire! (Transforms) Nanomech!

He tore all the nanochips to pieces.

Nanomech: (Transforms) Benmummy!

They fought but in the end Benmummy was torn to pieces.

Benmummy: How about an old favorite! (Transforms) Clockwork!

He shot a time ray at her, aging her arm to dust. She screamed in pain and her remaining Nanochips flew her away.

Clockwork: I told you, I am now killing the villains.

Clockwork: (Transforms) Benvreedle!

He shot his big gun at Starry but missed. Starry jumped on top of him and punched him until he was almost dead.

Benvreedle: We here got us a problem. Ye see here Imma gonna have to kill ye. (Transforms) AmpFibian!

He electrocuted Starry.

Starry: That won't work this time Tennyson!

He blasted AmpFibian away.

AmpFibian: (Transforms) Jetray!

He blasted Neuro shock blasts but Starry deflected them, knocking out Ben. UU and Ben were knocked out now. It was up to Upgrade.

Upgrade: Prepare to feel my doom!

He shot lasers from his eyes and tackled Starry. Starry blasted him but it went through him since he was like a blob. Upgrade suffocated him but then was accidentily sucked in to the Fusetrix along with UU. Ben saw this.

Ben: Bye guys!

UU & Upgrade: Bye Ben!

Starry: We'll be back Tennyson!

He flew off to Nanolena.