John Smith 10: Distant Worlds
Season 3, Episode 2
Air date March 27, 2013
Written by Dioga beta
Directed by Dioga beta
Episode Guide
Fitting In


The jet arrives at a mansion outside a city. They fly above it, and fly to the other side, which was overseeing the ocean, on a cliff. The jet flies through a waterfall, going into a secret cave, entering a landing dock. Waiting for them was an older guy who was bald and sitting in a wheelchair, and a woman with white hair and brown skin. She’s wearing the X-Men suit with a cape. The X-Men disembark the jet.

Bald Man: Hello everyone, and welcome to our new guest. I am Professor Xavier.

Omni: We are Omni.

Xavier: Omni? That means all. Does that mean that you are all creatures?

Omni: Interesting analogy. That being said, we don’t know if that’s true or not.

Jean: You said it yourself. You have several consciousnesses, so the Professor’s reasoning may be right.

Xavier: If you’d like, I could try and help you. I have the ability to go into other people’s minds.

Omni: Others have tried, all unsuccessful. What makes you think you can do better?

Xavier: I don’t think I can. However, I established this institute to help all mutants. Allow me to try, though. The worst that can happen is that I’m unsuccessful.

Omni: (Sighs) Fine.

End Scene

Xavier, the white haired woman and Omni are in the library. Woman: Are you sure about this, Professor? Xavier: I’m sure, Storm. However, I’ll need silence. (Turns to Omni) Are you ready? Omni: As ready as we can be. Go. (Omni sits down in front of Xavier, as Xavier puts his hand on Omni’s forehead.) Xavier is floating through a green space, hearing voices all attacking Xavier at once. The aliens speaking appear in front of him. Ghostfreak: Give me control! Ultimate Humungousaur: Let me out! Big Chill: Stop fighting already. You'll never get out. Brainstorm: I say, your efforts of breaking free are absolutely futile. His mind is too strong for us to just break free. Ghostfreak: That’s because you don’t care to try. I will escape! Articguana: Chillax, everyone. This is a groovy setup. Why would you want to ruin it? Ultimate Humungousaur: Because we want to be free from this. Either to get out or go back to sleep. Rath: LEMME TELL YA SOMETHIN’ VOICES OF OTHER ALIENS THAT I CAN’T SEE! STOP TALKING AND ARGUING! YOU’RE GIVING ME A HEADACHE, AND I’M GOING TO CLOBER YOU ALL INTO SUBMISSION! XLR8: Can you please stop talking? You don’t say anything useful, and you’re giving me a headache. Xavier: Fascinating. All these creatures fighting for control of Omni. It’s amazing that he is as sane as he is. Ultimate Wildmutt: Alright intruder. (Xavier turns, seeing him right behind him.) You’ve overstayed your welcome. (Ultimate Wildmutt opens his mouth, and goes to eat Xavier.) Xavier breaks away from Omni, panting in fear. Omni grabs his head, as if he had a headache. Xavier: Remarkable. All those creatures fighting for control. How are you sane? Omni: Some of them are good. Xavier: I apologize that I couldn’t help you, but I’m not going to stop trying. Omni: We didn’t expect it to work. (Logan then comes in.) Logan: It’s ready, Professor. Xavier: Very well. Let us go, Omni. Omni: What’s ready? Logan: You’re initiation. End Scene

Omni is in a suit similar to the others, being black, with a green x going over his chest. He is following Logan down a hallway. Omni: Exactly what are we doing? Logan: You’re going to do a Danger Room exercise. It’s more or less like an obstacle course. Basically, you’re going to show off your powers to the other students, as the Prof wants to keep you around for a while. Omni: We don’t like people. Or attention. Logan: Interesting considering you fought Juggernaut in the middle of the street. (They approach a big steel door.) Good luck.  The door opens, and Omni walks inside. It was currently an empty, steel room, with a room above for viewers to watch. Omni looks up, seeing Xavier, Storm, Scott, Jean, Kitty, Kurt, Rogue and several other students watching. Kitty: Why do we have to watch him? We already know the freak is strong. Jean: With all those creatures are in his head, then his powers are theirs. Who knows how many powers he has. Xavier: This is more to gauge his control over them. Start it up. (Storm activates a panel.) Omni: They want to see our power? We’ll show them how big a threat we can be. Towers grow out of the ground, firing lasers at Omni. Omni’s skin turns into purple crystal, absorbing the lasers.  Omni: Chromastone! (Omni fires ultraviolet lasers, destroying all the towers. Omni walks forward, and stands in the middle of the room. Then, four tall robots come out of the ground.) Scott: Sentinels?! There’s no way he can handle those. Xavier: Wait and see. (The Sentinel fire their guns at him, Omni being hit by bullets. Omni’s body reverts as he gains five root legs. The bullets tear through his body, and once they stop, Omni regenerates.) Omni: Wildvine! The Sentinels fire missiles at Omni, and he stretches his arms and hands, catching missiles. He throws them back, then catches more and throws them back. The Sentinels are damaged, but not destroyed. Omni stretches his arm, and pulls himself up onto one’s shoulders. The back of his suit tears, as Omni pulls a seed bomb from his back, slamming it into the Sentinel’s head, exploding and destroying it. The Sentinel falls, as Omni jumps, his legs reverting and his arms turning into tentacles. Omni: AmpFibian!  Omni fires lightning from his tentacles, destroying another Sentinel. One comes up from behind Omni, grabbing him and squeezing. Omni slips out of its grip with ease, and phases through the Sentinel, electrocuting and destroying it. Blasters come out of the wall, and Omni is hit by a laser blast, sending him to the ground. Omni stands up, and fires lightning. However, the lightning is attracted to a lightning tower, rendering the attack useless. Omni’s arms revert, and his hands turn into pinchers. Omni: Lodestar! (Omni raises his arms, releasing magnetic waves. He destroys all the blasters on the wall. He then starts to sink, and he looks at his feet, seeing he was in quicksand.) That’s it? This isn’t bad. (The Sentinel opens fire on Omni, as he raises a magnetic shield, protecting himself. Omni’s hand reverts, as his legs merge together into a tail.) Ghostfreak! Omni phases out of the quicksand, and flies towards the Sentinel. It releases a flamethrower, and Omni phases through it, getting behind the Sentinel. Cracks form on Omni’s chest, and he pulls it back, releasing tentacles that wrap around the Sentinel. Omni then crushes its head, and the tentacles tear through the Sentinel’s body. The X-Men were all stunned silence. Rogue: That’s a lot of powers he has. Logan: What do you think, Professor? Xavier: Hm. That last form resembles a form I saw in his head. Those creatures are the forms of his powers, but I don’t understand the source. Kitty: (Shrugs) He was creepy before, but that last form is just wrong. Omni: It sounds like you’re not a fan. (Omni phases into the viewing station, coming up behind Kitty and scaring her, and she jumps away and through Logan, hiding behind him.) Kitty: Aaggh! Don’t do that! Kurt: That is a cool power. All of them all. I especially liked the form you had five legs. Scott: Either way, you’ll make a great addition to our team. We’re glad to have you. (Omni’s body reverts, and he walks on, ignoring him and leaving the room.)




By Ultimate John

In Omni's Head


  • The Sentinels appear in the danger room.
  • Xavier fails to help Omni.
John Smith 10 All Related
John Smith 10 | Galactic Battle | Distant Worlds | Phantom Watch | Ancient Times | Spacewalker | Kingdom Hearts | Omniverse
Spin-off Series
Earth-68 | John Smith 10: Final Fantasy | Jane Smith 10 | Ryder 10 | Samurai Tales | Argit 10 (franchise) | John 23: Megaman | Ya-Mi-Oh! | Omnimania | Fan-made Video Games
Major Characters
John Smith (Omni) | Julie Yamamoto | Gwen Tennyson | Kevin Levin | Eirene | Rook | Kairi (Xion) | Elektra
Secondary Characters
Eddy | Kai Green | Yenal | Wes Green | Sunder | Azmuth | Professor Paradox | Ship | Pierce Wheels | Helen Wheels | Manny Armstrong | Tack | Brago | Xylene | Andreas (Earth-68) | Eunice | Ahsoka Tano | Lucy Mann | Charmcaster | Hex | Ultimos | Tini | Synaptak | Sir George
Dr. Animo | Dr. Eggman | Vreedle Brothers (Octagon Vreedle, Rhomboid Vreedle) | Argit | Winston | Prometheus (Earth-68)
Main Enemies
Vilgax | Rob Lucci | Forever Knights | Albedo | Zs'Skayr | Diagon | Eon | Aggregor | Separatists | Zombozo | Darkstar | Phantom | New Chess Pieces | Kronos (Earth-68) | Gaia | Phoenix King | John's constituents (Darkside, Phantom X) | Organization XIII | Black Hawks | Incurseans (Milleous, Attea, Raff (Earth-68), Jorgen Von Strangle, Trumbipulor, Dr. Psychobos, Sang-Froid) | Intellecutary | Lenopans | Puppet Master
Mummy Dusk | Upgrade | Shocksquatch | Big Chill | Ditto | Eatle | Goop | XLR8 | Terraspin | Ripjaws | Diamondhead | Wildvine | Wolf Bane | Grey Matter | Four Arms | Cannonbolt | Buzzshock | Fasttrack | Jetray | Alien X | Chromastone | Brainstorm | Rath | Nanomech | Echo Echo | Wildmutt | Clockwork | Vicktor Stein | Water Hazard | Ghostfreak | Way Big | ChamAlien | NRG | Heatblast | Humungousaur | Articguana | Stinkfly | Spidermonkey | Armodrillo | Upchuck | Swampfire | AmpFibian | Gravattack | Lodestar | Jury Rigg | Spitter | Eye Guy | Kickin Hawk | Feedback | Slapstrike | Pacifista | Goat Foo | Malem | Crashhopper | Sludge Blob | Ball Weevil | Bloxx | Xylofreeze | Quilscade | Desert Storm | Gymosis | Granodite | Grey Meteor | Diagoneir | Cloudnine | Davy Jones | Sonic Boom | Rumble Knuckles | Battle Tails | Light Cream | Royal NiGHTS | Big Shot | Chaos Reign | Espionage | Shadow Lance | Super John | Will-o-Wisp | Blaze Spear | Astrodactyl | Toepick | Bullfrag | Mole-Stache | Pesky Dust | Eon | Darkside | Walkatrout | Portaler | Atomix | Whampire | Gutrot | Rustcharge | Silver Wind | Elaskimo | Inspector Gadget | Guardian Angel | Ssslither | The Worst | Green Skull | Gold Digger | Necromancer
Ultimate Forms
Ultimate Wildmutt | Ultimate Ripjaws | Ultimate Terraspin | Ultimate Rath | Ultimate Shocksquatch | Ultimate Ghostfreak | Ultimate Big Chill | Ultimate Fasttrack | Ultimate Cannonbolt | Ultimate ChamAlien | Ultimate Humungousaur | Ultimate Heatblast | Ultimate Armodrillo | Ultimate Chromastone | Ultimate Swampfire | Ultimate Spidermonkey | Ultimate John | Ultimate Clockwork | Ultimate Echo Echo | Ultimate Way Big | Ultimate Brainstorm | Ultimate NRG | Ultimate Water Hazard | Ultimate Xylofreeze | Ultimate AmpFibian | Ultimate Grey Matter | Ultimate Articguana |Ultimate Diamondhead | Ultimate Gravattack | Ultimate Mummy Dusk | Ultimate Alien X | Ultimate Ditto
Nemetrix Aliens
Crabdozer | Tyrannopede | Buglizard | Mucilator | Slamworm | Omnivoracious | Time Panther | Vicetopus | Terroranchula | Basilisk | Hypnotick | Vulpibat | Slimpilosa | Magnutops | Seismic Constrictor | Panuncian | Xangoose | Root Shark | Leviathan | Iron Emperor | Thunder Log | Chomper Ram | Fell Wygic | Diomedes | TKV | Muck Rock | Skuromank | Pallorfang | Anubi Serket
Crossover Only Aliens
Jack Assassin | Weather Wonder | Plantsplosion | Equinox | Atomix | Darkflame | Overflow
Omnitrix | Ultimatrix | Unitrix | Warmatrix | Neontrix | Nemetrix (Earth-68) | Dueltrix
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