Ben 10: Powerful
Season 1, Episode 2
Air date N/A
Written by The Awesome Jack
Awesome Betterhero
Directed by Awesome Betterhero
Episode Guide
Vilcugon in the Forge
Psycubra, a Traitor?
Vengeance of Eatle is the second episode of Ben 10: Powerful.


"Previously, on Ben 10: Powerful," said Ben's voice.

Vilcugon invaded the Forge and absorbed all the Celestialsapiens. He then absorbed the Omnitrix and transformed into Utility. Ben gains a new Omnitrix and fights the Esoterica. Azmuth revealed that the Ultimate Forms are gone, but Ascalon supercharged the new Omnitrix and the new evolution function is called "Power Forms". The episode ends with Utility burning Ben alive. Ben's scream pierced the Forge's air. You hear a transforming noise.

"Heatblast!" Ben yelled.

He shot fire at Utility, but it didn't do anything. Utility blasted Ben in the Omnitrix symbol, causing a green explosion. When the smoke cleared away, Utility was gone. Eatle got up.

"Eatle escaped the Omnitrix? Great!" Ben said.

Eatle charged and tackled Ben. His horn lit up and was about to blast, but Gwen shot a mana orb at it. Then Rickon shot electricity at it. Kevin threw a rock, but Eatle ate it and blasted a laser back at him. Heatblast threw some fire, blocking the laser. Kevin made his hands into hammers and swung them at Eatle, knocking him down. Eatle got back up and rammed into Kevin, sending him flying. Ben blasted fire at Eatle, but Eatle destroyed the fire with a laser. Rickon stretched his tentacles and wrapped them around Eatle. Rickon electrocuted Eatle, then Gwen threw a mana bolt at him. Kevin swung at him a second time, and Ben topped it all off with a fireball. The combo attack managed to knock Eatle out.

"Now, Ben, capture Eatle back into the Omnitrix," ordered Azmuth.

Ben detransformed and squeezed the Omnitrix, emitting a yellow light that captured Eatle.

"Well, that was easy," Ben commented.

"Yeah, it was," agreed Gwen. "Too easy."

"Now that that's over, let's find Vilcugon and attack him," Ben said.

"Not yet. We need a plan," Rickon responded.

"The Amperi is right. Vilcugon is too powerful in his current state. He has the powers of all your aliens, Ben, simultaneously. And currently, we can't combat that," Azmuth said.

"But, if you unlock those Power Forms you were talking about, maybe we could have a chance," Ben said.

"Yes, I suppose that would be our best option."

Azmuth hopped onto the Omnitrix and twisted and turned it.


"Sweet!" Ben said.

"Transform into any alien you desire. Then, enter that alien's Power Form by pressing the Omnitrix symbol 3 times," instructed Azmuth.

Ben transformed into Ghostfreak. He followed Azmuth's instructions. Ben became much larger, and his skin became completely white. Dark gray plates appeared around his arms and tail. He acquired a black crown of horns, along with 12 black tentacles bulging from his back.

"Power Ghostfreak! Awesome!" Ben exclaimed.

"Now, he creeps me out twice as much," Julie commented.

"So what are Ben's new powers?" Kevin asked.

"Like all Power Forms, Ben's strength, speed, etcera are increased greatly. As Power Ghostfreak, Ben has powerful energy blasts and forcefields. He can control invisibility and intangibility, enabling him to make other things invisible and intangible. He can also take control of living things from a distance, and can control more than 1 at once," Azmuth explained.

"So I could control all of you guys at once?" Ben asked.

"Yes, you can, but I advise you not do that," Azmuth said.

"So now we can fight Vilcugon?" Julie asked.

"Yes. Now, we can," Azmuth replied.

"Everyone, grab on!" Ben said.

The team grabbed onto Ben, who zoomed until he located Utility.

"You guys? I thought Eatle would've dealt with you," Utility said.

"Eatle's weak. We defeated him quickly," Rickon said.

"Just like we're about to do to you, Vilcugon! Azmuth unlocked Power Forms in my Omnitrix, so now I can take you out," Ben added.

"I've grown over the name Vilcugon. For now on, call me.....Utility! And you can't defeat me, no matter how powerful you are. I have the powers of all your aliens. I'm too overwhelming for you!" Utility stated.

The team jumped off of Ben's back. Ben blasted Utility, but it didn't faze him.

"I've got Way Big's durability."

Ben flew over and tried to punch Utility, but Utility zipped out of the way.

"Jetray's, XLR8's, and Fasttrack's speed."

Ben stared at Utility. Ben's eyes became gray, but nothing else happened.

"And my enhanced intellect bestows me with slight invulnerability to mental manipulation."

Utility zoomed and punched Ben, but Ben turned intangible and the punch went through. Ben threw a punch of his own, but Utility also went intangible. Ben threw a second punch, then cancelled out Utility's intangibility, but the punch still didn't do anything.

"Guys, a little help here?" Ben called to his team.

Rickon fired electricity, Gwen fired mana, and Ship merged with Julie and fired plasma. Utility absorbed the electricity, deflected the plasma, and was immune to the mana because he had Terraspin's powers. Myaxx jumped onto Kevin's fists. Kevin boosted her into Utility, but Utility grabbed her and emitted sleeping gas, sending her to sleep. While this was happening, Ben engulfed Utility with his tentacles. Utility struggled to get out, but then stopped. Utility was shown in total darkness, but then, Diagon appeared overhead.

"Utility, return to me my power!" said Diagon, emitting a light blue beam that blasted Utility.

Utility screamed, as black orbs traveled through the beam and back into Diagon. The Lucubra then appeared, who shot another blue beam, absorbing more black orbs from Utility. Vilgax appeared and did the same thing. Utility faded away. Outside Utility's imagination, Ben released his grip. Utility fell to the ground, staring into space.

"What happened?" Myaxx asked.

"I showed him fear, and it must've paralyzed him," Ben said, reverting back to human.

"So we defeated him?" Julie said with relief.

"Not even close. Utility shall soon recover, but for now, we shall leave the Forge," Azmuth said.

"How do we do that?" Gwen asked.

"Utility was keeping us all linked to the Forge mentally. But since his mind is currently distant, we should be returning in a few seconds," Azmuth explained.

They waited, but nothing happened.

"We're still here," Rickon pointed out.

"Hey Ben, what's happening with your Omnitrix?" Kevin asked.

They all stared at Ben's Omnitrix, which was emitting green electricity. Some of the electricity formed into Eatle.

"Not again!" Ben said.

Commercial break!

Eatle rammed into Ben, knocking him down. Gwen fired mana and Rickon fired electricity, but Eatle destroyed the projectiles with lasers.

"How did he escape again?" Ben asked.

"Here's how!" Eatle said, causing everyone to gasp. "When Ben engulfed me, I quickly transferred my consciousness into Eatle. He recently escaped the Omnitrix, so I knew it would be easy to tap into him."

"Utility?" Gwen asked.

"Yep," Utileatle responded. "And this alien form now has more power, thanks to me."

Ben was about to transform, but Utileatle zapped the Omnitrix with some kind of beam, surrounding it with a sphere of energy.

"Nope, not today," Utileatle said.

The team fired projectiles at Utileatle, but he dodged them all. He blasted a large beam at the team, surrounding them with a bigger energy sphere. Rickon used intangibility to fly through the sphere, then used electrokinesis to disable it. Rickon wrapped his tentacles around Utileatle and shocked him, but Utileatle absorbed it and shot a beam at the team, knocking them all down. Utileatle flicked Rickon to the side. The latter disabled the sphere around the Omnitrix, and Ben transformed. He became Upchuck and wrapped his tongues around Utileatle, but Utileatle detached himself from them and used them to pull Ben closer, and kick him away. Kevin made knife hands and slashed Utileatle, then kicked him down. Utileatle blasted Kevin, and was about to blast everyone else, but Rickon blocked the blast with a burst of electricity. Both the blast and the burst continued.

"Guys, hurry up! I can't keep this electricity up much longer," Rickon said.

Ben transformed into Jury Rigg.

"What's he gonna do?" Kevin asked.

"Not Jury Rigg."

Ben tapped the Omnitrix symbol thrice. He became larger, and bolts of black and yellow appeared on him. He gained 3 long tails, and his face lengthened.

"But Power Rigg!"

Ben shot a black and yellow beam at Utileatle, and he disappeared.

"What did you do?" Rickon asked.

"Power Rigg can ultimately disable anything. I disabled Eatle's exit from the Omnitrix," Ben explained.

"And what about Utility?" Kevin asked.

"Utility's consciousness in Eatle was left unbroken. So now, he should be trapped in the Omnitrix. Right, Azmuth?" Ben said.

"Oh no. This is bad. You left Utility's consciousness inside the Omnitrix, with a large selection of aliens to possess! He could possess Alien X, and release his true power!" Azmuth said.

"Then how about this?" Ben said, touching the Omnitrix and covering it with yellow and black light.

He instantly reverted.

"I disabled the Omnitrix, so Utility should be trapped inside."

"He is, but he will soon find a way out. But for now, let us depart."

The team appeared in Bellwood. The Omnitrix was shown, flashing.




Aliens Used

  • Heatblast (first appearance)
  • Ghostfreak (first appearance)
  • Power Ghostfreak (first appearance)
  • Upchuck (first appearance)
  • Jury Rigg (first appearance)
  • Power Rigg (first appearance)
Community content is available under CC-BY-SA unless otherwise noted.