Ben 10 Fan Fiction Wiki
Ben 10 Fan Fiction Wiki
Season 1, Episode 2
Air date Dec. 21, 2015
Written by Dioga beta
Directed by Dioga beta
Episode Guide
The More Things Change (Ya-Mi-Oh!)
Battle of the Satellite


Pegasus is walking off stage from a press conference, waving to the crowd as he goes. He gets backstage, where Para and Dox are waiting for him.

Para: Was it,

Dox: Successful?

Pegasus: Oh, marvelously so! I do believe that I stand a chance in this run for mayor. Surprising, considering.

Voice: Considering that you’re an illegal fight club owner turned politician.

Pegasus’ mechanical eye turns, seeing Senator Izayoi standing there.

Pegasus: (Serious) Izayoi. 

Izayoi: Let’s cut to the chase here, Pegasus. The people will never accept the half-breed kind. Just like they’ll never accept you.

Pegasus: Oh, you haven’t met the kids yet, then. They think I’m cooler than cool for being able to fly!

Izayoi: Know that I won’t let you destroy this city by allowing the half-breed into it. 

Pegasus: But you will allow the city to be destroyed trying to wipe them out. How is the KaibaCorp military operation going?

Izayoi: (Scowling) You’ll find out soon enough.

Izayoi walks off, Pegasus frowning.

Pegasus: Well, that was a downer! Let’s see if we can’t find us some entertainment, shall we?!

Pegasus and the Paradox brothers leave the stadium, where an armored car is parked where their usual vehicle should be. A man in a suit opens the door for them, as Pegasus approaches. Para and Dox look confused.

Para: But that’s not

Dox: Our ride!

Pegasus takes a step into the armored car, sliding over to his seat.

Pegasus: I do hope you’ve done nothing with Croquet. Para, Dox, get in already!

Para and Dox oblige, though are uncertain. They get in, as the door is closed, it driving off.

End Scene

In the laboratories of KaibaCorp, a man is in a testing chamber getting ready for an experiment. He has yellowish skin and grey hair, wearing a purple shirt and black pants. A scientist, Doctor Roman, wearing a lab coat, having dark skin, and and blondish hair, gives Seeker the Nemetrix, and walks out.

Roman: Now, remember, Seeker. This is the first human testing of the Nemetrix. Our primary objectives is that you can control the transformations at will and remain in constant control.

Seeker: Hm! Yeah, whatever! Just make sure that my nice, fat paycheck is ready for me when it succeeds!

In the viewing area are two executives of KaibaCorp, Nezbitt and Leichter. Nezbitt wears a business suit, and has combed back brown hair. Leichter, with darker skin, has a goatee and his brown hair sticking up in a spike. 

Nezbitt: This experiment is doomed to fail. As I’ve said before, we are far from being ready for human testing!

Leichter: We don’t have much choice now, do we? This project was started a year ago to counter that monster Yami, who killed Gozaburo with that shadow creature. We had some leeway with the project, but now we’re out of time! Gansley has already sent troops to escort Mr. Pegasus as bait, and your soldiers are rallying at the island location. 

Roman walks into the room, standing with them.

Nezbitt: What are his chances, doctor?

Roman: Well, from preliminary and non-human experiments, I say his chances of survival are slim, roughly 4.6%. Him surviving, and actually being able to control the beast within, well. That will be a sight to see.

Leichter: Means we won’t have to pay him. Crump will be pleased.

Roman: (Speaking into the microphone.) Whenever you are ready, Seeker.

Seeker places the Nemetrix on his chest, as he glows red as he transforms into Terroranchula, snarling and roaring to the sky. Terroranchula examines his reflection, hissing with triumph. 

Nezbitt: He’s,

Roman: Just wait.

Terroranchula snarls, then bangs his head on the chamber repeatedly, his mouth foaming. He stumbles from side to side, disoriented. Roman sighs, then pushes a lever up, which releases an electric shock into the chamber, electrocuting Terroranchula. Terroranchula reverts, Seeker lying on the ground, moaning.

Roman: Survival. Fascinating.

Up in the conference room on the top floor, Roman presents his findings to the Big Five, composed of Leichter, Nezbitt, Johnson, Crump and Gansley. Johnson is a  younger, thin man with glasses, Crump is an older man with black hair and mustache in a green suit, and Gansley is an elder man who’s bald on top and wearing a grey suit.

Gansley: Except he couldn’t control it!

Roman: The mind of the feral beings we are asking our subjects to turn into are too feral for a sapient mind to handle. It is essentially the same as a human de-evolving into a caveman or chimpanzee. The body cannot support that kind of advanced mind, so it reverses it.

Crump: You have a lot to account for, Doctor. You know how much money we’ve thrown into this?!

Roman: With all due respect, you are the ones who wanted the experiment done. I am telling you here, after the year of experimentation, that what you’re asking for is impossible.

Johnson: I’m more concerned about the victim. It wouldn’t look good if it was learned that we’re doing an experiment that turns people’s brains to swiss cheese.

Gansley: Dispose of him, then. As for you, (speaking to Roman) find a way we can use it. 

Voice: I think I have the answer.

Everyone turns, to see a teenage boy wearing a grey suit with grey hair standing in the doorway.

Leichter: How the blazes did you get past security?!

Aster: I took the elevator. Your receptionist is cute, by the way.

Gansley: State your business, before I decide to throw you out.

Aster: Name’s Aster Phoenix. And I, have the solution to your problems.

The Big Five mumble among themselves, one of them stating Aster was The D’s kid. They look back to him.

Gansley: Go on.

Aster: If all that is needed to use the device is to bypass the deteriorating mind aspect, then I can use it. I have a, unique trait that will protect me.

Johnson: And what is this?

Aster: We can discuss that after my payment.

Crump: Investing in something we don’t even know?! Preposterous!

Aster closes his eyes, lifting his hands palms up.

Aster: Fine. When Yami defeats your team at the Satellite, come calling.

Aster begins to walk out, when Gansley stands up.

Gansley: Wait! Surely we can come to an, arrangement.

Aster doesn’t turn to face them, and smirks.

Aster: Hear that, buddy? We’re in.

End Scene

Yami makes it over the wall separating West Domino from East Domino, proceeding deeper into it. The area is dark and in disrepair, night falling on them.

Yami: I’ve never felt so anxious about coming here. Proof that I’ve been gone too long. But that’s not necessarily bad.

The ground tremors, Yami stopping in anticipation.

Yami: Although, you lose face credibility.

A wave of crystals grow out of the ground towards him, Yami rolling to the side to dodge. Bastion comes out of the shadows, wearing a yellow jacket and khaki pants. His skin is made of diamond, his hair being pointed like slicked back hair. 

Yami: Oh. You’re a new one.

Bastion: Give up! You are completely surrounded! Surrender to the Arcadia House!

Three other hybrids arrive. One is a woman Tetramand, Tania, who has the body of a muscular woman at about six feet tall, having four arms, and four criminal marks, one under each eye. The second is Mai, a blond woman wearing a purple top and shorts, and has a criminal mark on her left cheek resembling a feather. She has Astrodactyl jetpack with wings on her back, as well as her hands being Astrodactyl’s as well. The third member is Espa Roba, a boy wearing a pink shirt and green pants, his hair being lime green. He has criminal marks on his forehead, as if resembling a crease.

Yami: This would be so much easier if I recognized any of you. I’m looking for Crow.

Espa: You see him as your friend. But regardless of your personal relationship with him, you are trespassing.

Yami: (Sighs) Fine, fine. I’ll do this the old fashion way.

Yami activates the Dueltrix, drawing two cards. He places them on the blades, as he slaps down the Dueltrix. He takes Rath’s body shape, wearing his wrestling attire. His orange fur turns blue, as his mask becomes a mask of Big Chill’s face. He sprouts Big Chill’s wings from his back, and has Big Chill’s feet.

Chill Rath: Ladies and Gentlemen! In this corner, it is Chill Rath!

Espa: Get him!

Tania charges in, swinging all four arms in a hammer motion. Chill Rath’s wings wrap around his arms, making them larger and clawed. He holds one of them up, it taking the full brunt of the attack. Chill Rath punches Tania, causing her to stumble sideways. Chill Rath flips into the air, as if weightless, grabbing her by the shoulders and throwing her overhead. Bastion fires crystal shards at Chill Rath, him taking it with his arms. Chill Rath then runs forward on all fours, as he makes it right in front of Bastion, who goes to punch Chill Rath. Chill Rath places his hands on the ground, flipping up and grabbing Bastion with his feet, slamming him into the ground. Bastion groans.

Chill Rath: Huh. I thought he’d be more durable.

Green energy whips whip at Chill Rath, coming from Mai’s cufflinks. 

Mai: Come on, combo boy! Show me what you’ve got!

Mai’s jetpack activates, her wings extending. She flies up into the air, whipping at Chill Rath. Chill Rath’s wings come off his arms, as he flies up after her, catching an energy whip. Chill Rath pulls Mai in, as she goes to kick Chill Rath in the face. Chill Rath catches the foot, and head butts Mai, allowing her to drop. Chill Rath is then caught in lightning, unable to move. Espa’s hair has opened up, revealing his brain, the source of the lightning.

Chill Rath: Ah! A Cerebrocrustacean hybrid! Incredible! Well, listen up! I don’t usually use my intangibility and freezing powers, as I believe they give an unfair advantage in a fair fight! But you’re not fighting very fairly, are you?

Chill Rath turns intangible, phasing through the lightning. He flies down at Espa, who flinches. Chill Rath uses his freeze breath, freezing Espa in ice. Tania, Bastion and Mai get back up, ready for another round.

Crow: Enough! Halt!

Everyone stops to look on top of a building, as Crow hops down, landing next to Espa. He kicks the ice, shattering it. Espa gasps for breath, as he prepares to attack again.

Crow: All you guys are new in town, so I don’t expect you to know who you’re attacking. Yami! It’s been a while!

Chill Rath: Since I went pro in the underground ring.

Chill Rath reverts, as Yami and Crow approach each other, shaking hands. 

Crow: Relax guys. He’s one of us. Definetely someone that she’ll want to see.

Yami: She? You mean?

Crow: You’ve been gone too long, Yami. It’s time for you to meet the Arcadia Movement.

End Scene

Crow leads Yami and the others to an old run down mansion, that has been abandoned for years. They go inside, and they head to the basement, the base of operations. Yami sees Weevil, Rex and Mako there, along with Mindy, a white girl with grayish black hair with Splixion whiskers coming out of the side of her face. In a dining hall, Aki is standing by one of a chair at the end of a table. In the chair is Sayer, a human with red hair. He is wearing a trench coat, and looks completely human.

Yami: (Smiling) Aki.

Aki: (Face stern) Yami. 

Yami: Oh, serious face. I take it that you and your father haven’t settled anything.

Sayer: On the contrary. Aki here is one of the most feared and wanted hybrids in the city.

Yami: And you are?

Sayer: Sayer. The most feared and wanted hybrid in the city.

Yami: You don’t look like one from here.

Voice: Some people can actually hide some of their traits.

Yami turns, an upside down face right in front of his. Yami steps back, as Joey comes down, landing on all fours. He has blue hair on his head, and light blue hair on his arm, no more than a regular human’s. He has a blue tail sticking out of his jeans, which has a web attached to the ceiling. He has a diamond shaped criminal mark on his forehead, with two dots in it like a die. He’s wearing a blue and white striped shirt.

Yami: (Excited) Joey!

Joey: Yami, my man!

Joey and Yami high five. 

Yami: I’m glad you’re alright! How’s Serenity?

Joey: Safe. I wasn’t going to bring her to this war zone.

Yami: War zone?! (He turns back to Sayer and Aki.) You’re fighting your father? Fighting against the humans isn’t going to solve anything! If anything, it’ll only make relations worse! Pegasus!

Sayer: Is a fool. He thinks that he can create an equal word for us through diplomacy and talking. Well, that has done nothing! Even with you killing Gozaburo, there is still, an ENTIRE GENERATION of people just like him who will repress us! The only way to gain equality, is to take it by force. You once fought for sport, for glory. Why not now fight for an appropriate cause?

Yami: Because your cause will kill innocents.

Sayer: No human is innocent. They all hate us.

Voice: Not true. For some, it’s more profitable to be on the other side. 

Everyone turns, as Aster is leaning against the wall, looking directly at Sayer. The Nemetrix is on his jacket, on his left pectoral. Everyone takes an offensive position, as Sayer raises his hand to signal them to stop. His sleeve rolls down, revealing a Biosovortian crab hand.

Sayer: And how did you get in here, human?

Aster: I have, unique skills. Which is why Kaiba Corp hired me.

Aki: You work for Kaiba Corp! We should simply kill you and send them a message!

Sayer: I couldn’t agree more. 

Sayer stands, as he points his hand at Aster. The metal chairs around the table shake, as they are launched at Aster. 

Aster: Alright. Ready?

Skurd: Oh, my dear boy, let’s give it to them.

Skurd, a Slimebiote resembling a ball of slime, comes out onto his shoulder, extending tendrils to the Nemetrix. It glows red, as his slime tendrils extend around Aster’s body. Magnutops’ stainless steel armor forms around Aster’s torso and left arm, his left arm being large and flat like Magnutops’ head, and has the horns on his chest. Aster holds his left arm up, the chairs shattering on impact. 

Yami: An Omnitrix based transformation?!

Skurd: Oh, so you have one of those for your own? (He sniffs the air.) Oh, such a bounty of samples!

Aster: Hey! We agreed, didn’t we?

Skurd: Oh, I’m only joshing you! Yes, yes, I’m on your side.

Yami: An alien species that can dissociate other DNA to grow parts of that species for its own. Fascinating!

Sayer: No wonder you’re so soft. You spend too much time talking. 

Sayer sends the table flying at Aster, as he dashes forward, using his flat shield to repel the table. Sayer releases magnetic pulse waves at Aster, but they do nothing to stop him. Aster rams and swats Sayer away, him crashing through a wall. 

Aki: Sayer!

Aki’ holds her arms out, tendril vines growing from her arms. She whips them at Aster, wrapping around the arm, going towards Aster’s face. 

Aster: Have a predator for this?

Skurd: Oh, I might have one.

The Magnutops armor shifts to Chomper Ram, Skurd’s tendrils extending all over Aster. Aster’s entire body is covered in wool, which absorbs the impacts of the vine tendrils, not piercing through. Aster takes a step and thrusts a fist, a stream of wool firing at Aki. Aki is buried underneath the wool, as Bastion and Espa run over, Bastion cutting Aki free and Espa helping Sayer, who is holding his arm in pain. Skurd reverts, as Aster stands there unarmed. He turns to Yami.

Aster: Well? Aren’t you going to attack?

Yami: You’re not attacking, you’re defending yourself. Which means you’re here to talk.

Aster: Finally! A hybrid that is smart! Though, you’re not an official hybrid like the rest of them, are you? You have 100% human DNA, but that device on your wrist makes you one of them.

Yami: The same could be said for you. Those species, feral? Makes sense you’re using a median to use the device.

Skurd: Non-sapient is the more accurate term, but yes. 

Aster: Since you like to talk, I’ll talk. As we speak, Pegasus is being escorted to the Satellite.

Crow: What’s the Satellite?

Yami: A Kaiba Corp research lab. Usually swarmed with Kaiba Corp’s personal soldiers. 

Aster: It is there that he will be kept until the race for mayor is over, in which Senator Izayoi will win. This will grant the Kaiba Corp Board of Committees a magnificent business deal in managing the hybrid problem in the city, and it’ll give me a job as an enforcer for them.

Joey: Why tell us?

Espa: It’s a trap. 

Yami: Gee. What gave that away?

Espa: I can read his mind. Kaiba Corp has prepared all their forces there, for a major battle.

Sayer: And a major battle they will get.

Sayer stands, groaning as he holds his arm.

Sayer: We will go to the island, and kill them all.

Aki: You can’t go in your state. I will lead in your stead!

Yami: No.

Aki: Excuse me?

Yami: Here’s what we’re going to do. We’re going to the Satellite, we’ll rescue Pegasus, and then we’ll leave.

Aki: (Approaching Yami.) You’d waste such an opportunity?! Get lost! You don’t even deserve to

Aki swings her arm as she talks, as Yami grabs Aki’s arm, shoving her to the floor. She looks up in astonishment, as if not recognizing Yami.

Yami: You’ve changed too much, Aki. They are waiting for you. (He turns to the others.) Do you all want to die in this battle?! Are you going to follow her?! (Pointing at Aki) to her death! Follow me in this fight! We’ll show them what we really are, compassionate, thinking, and not what they think we are. We go in, we beat them up but let them live! We rescue Pegasus, becoming the source for Pegasus’ defense that we aren’t savages, and then we leave! Who is with me?!

Everyone is silent, as Aster heads up the stairs, no one stopping him. Crow is the first to step forward.

Crow: I’ll always fight with you, Yami. This plan of yours is crazy, but you always come out on top. 

Joey: I’m with you as well. Old buddies should stick together.

Mindy: Uh, I don’t, I’m not much of a fighter.

Crow: In that case, you can tend to Sayer. He needs some help with that arm of his.

Yami: I assume the rest of you are in. In that case, let’s move out. 


  • Yami
  • Pegasus
  • Para
  • Dox
  • Arcadia Movement
    • Bastion
    • Tania
    • Mai
    • Espa Roba
    • Weevil
    • Rex
    • Mako
    • Mindy
    • Aki
    • Sayer
    • Joey


  • Dr. Roman Goodwin
  • Seeker


  • Big Five
    • Gansley
    • Crump
    • Johnson
    • Nezbitt
    • Leichter
  • Aster Phoenix
  • Skurd

Aliens Used

By Yami

By Seeker

By Skurd


  • This episode focuses more on the other groups established rather than Yami.
  • Aster obtains the Nemetrix from Kaiba Corp.
    • His powers resemble the Destiny Heroes, being the opposite in power of Yami's fusions
  • Skurd is one of the few Ben 10 characters to appear in this series.
  • The new Hybrids introduced have powers based off features from their main series.
    • Bastion's Petrosapien powers are based off Hyozanryu.
    • Tania's Tetramand powers are based off her being an Amazon.
    • Mai being Part Astrodactyl makes her resemble a Harpie Lady.
    • Espa's Cerebrocrustacian powers are based off Jinzo.
    • Mindy's Splixson DNA is based off her like cute monster cards.
    • Joey's Arachnachimp powers is based off him being called a "Dueling Monkey."
      • He is also partially based off Marvel's Amazing Spiderman.
Major Characters
Yami | White Dragon | Leo | Luna | Ishizu | Crow | Aster Phoenix | Skurd
Secondary Characters
Pegasus | Police (Detective Trudge, Axel, Sergent Mina, Commissioner Viper, Kaz) | Joey | Mahad | Axel | Mokuba | New Enforcers (Jack Atlas, Jim Cook, Tyranno Hassleberry, Seeker) | Team 4 D's (Blair, Syrus Truesdale, Sherry LeBlanc, Zane Truesdale, Valon) | Asgard (Dragan, Halldor, Duke Devlin, Adrian Gecko, Sartorius, Sarina, Devack, Andre)
Arcadia Movement (Sayer, Aki, Espa Roba, Weevil, Rex, Mako, Bastion, Tania, Mai, Mindy, Bruno, Thunder, T-Bone, Leon, Chris, Dimitri)
Main Enemies
Zorc the Dark One | Diagon | Senator Izayoi | Doma (Dartz, Rafael, Camulla, Kalin) | Noah Kaiba | Marik (Dark Marik) | Yliaster (Jakob, Primo, Lester) | Broder | Meklord Emperors (Skiel, Wisel, Granal) | The D | Yubel | Earthbound Immortals (Ccapac Apu, Aslla Piscu, Uru, Cissu, Wiraqocha Rasca, Chacu Challhua, Ccarayhua)) | Rex Goodwin
Secondary Enemies
Gozaburo Kaiba | Big Five (Gansley, Crump, Johnson, Nezbitt, Leichter) | Officer Trudge | Dr. Roman | Dr. Zigzag | Esoterica | PaniK | Enforcers | Odion | Nightshroud | Shadow Riders | Princeton Brothers (Chazz, Jagger, Slade) | D's Gang (Hunter Pace, Syd Barlow, Trapper, Greiger, Lawton, Nicholas, Hans, Hermann) | Asgard Criminals (Misty, Mad Dog, Mr. Shroud, Titan)
Yami's Aliens
Snare-ye-oh | 8tle | Swampmutt | Ghost Gadget | Rath Arms | Crashocker | Echojaws | Articdrillo | Lode-Stache | Buzzhead | Toemech | The Jetworst | Gold Chuck | Heatfreeze | Ultimate Gymosis | Malem Dust | Armoback | Humungoopsaur | Clockgrade | Dark Portal | Sonic Wisp | Heatdrillo | Dark Rath | Big Jones | Ditto Grade | Atomic-X | UpRigg | ClouAlien | Ghost Dust | Way Back | Nanohopper | Chill Rath | Amp-Eye | Stink Hazard | Spider Trout | Portadrillo | Wildrot | Worst Foo | Davy Back | Ssslumungousssaur | Chromatails | Diagonbolt | Elaskiblast | Gravadactyl | Dark Feed | Goop Chill | Terrafoo | Jury Shock | Franken Grade | Battle Rigg | Diamond Matter | Grey Rath | Clockwork Angel | Grafista | Will-o-Ditto | Toepire | Buzz Cream | Ghosttrack | Dark Stone | Hawk Charge | Dittoneir | Grand Goat | Big Chuck | Fourmungousaur | Rust Angel | Astro Dust | Desert Skull | Big Diagon | Dark Spider | Diamond Angel | Terragrade | Big Arm | Blox'n Lode | Chill Skull | Shock'Em
Nemetrix Aliens
Terroranchula | Magnutops | Chomper Ram | Slamworm | Basilisk | Thunder Log | Crabdozer | TKV | Hypnotick | Fell Wygic | Vicetopus | Seismic Constrictor | Buglizard | Mucilator | Iron Emperor | Muck Rock | Seer Digger | Diomedes | Tyrannopede | Panuncian
Dueltrix | Nemetrix
Dioga beta