Ben 10: MEGA Alien
Season 1, Episode 2
Written by ET
Directed by ET
Episode Guide
Press Conference
Escape Plans
Zs'kayr Returns is the 2nd episode of Ben 10: MEGA Alien.


Zs'kayr returns with a vengence. He begins slowly torturing each member of the team until they discover what is happening and manage to stop him!


Gwen was sitting in a university. Around her were the worlds smartest scientists. The entire university looked legit, except for the occasional cloud floating by. A professor walked out of the clouds and appeared right infront of Gwen with test sheets.

'Here is your exam to qualify for the smartest person on this Earth. Good luck' he said, handing her a sheet. He disappeared into the cloud again and reappeared at the next desk. Gwen looked down at her 399 page test and began working on it instantly. Within five minutes she raised her hand.

'Done, sir!' All the scientists all looked at her and gasped. The professor stepped out of a cloud infront of her and took the test pages. He went through the roughly but surely.

'Not one question wrong!' he shouted. 'Gwen Tennyson is the smartest being on this earth! And guess what the smartest means, the best tasting!' Gwen looked at the professor oddly. He was still gripping her arm and was beginning to drool. Then he became a giant evolved Vulpimancer. 'And her young age means the juciest!' the professor continued. Gwen tried to pull her arm loose but he was too strong.

'Let go!' she shouted as she shot a mana blast into his face. The professor let go of her. 'You cannot be an evolved Vulpimancer, they don't exist! Atleast not yet...' Gwen tried to reason.

'I guess you are right' the professor said as he turned into Ssserpent's species. All the scientists around them started becoming a member of Ssserpents' species to!

'Back away!' she shouted as she shot a giant blast of mana at all the snake aliens. They all ate part of it each.

'Mmm, the energy tastes great!' Gwen became looked at her arms and realised she was in her Anodite form.

'I can't get any more powerful and if I stay like this any longer I will lose control!' she shouted. The scientists all crowded around her, ready to eat as she crouched and covered. Then her worst fear became real, she lost control of her Anodite form. She shot mana all over the place. 'You cannot stop me! I'm an Anodite!' she shouted. Then the professor unhinged his jaw and swallowed her whole.

'Ahh!!' Gwen shouted as she awoke, sweating like crazy. 'Phew, it was just a dream' she said. Inside her mind the professor formed into Zs'Skayr and all the scientists became little Ectonurites.

'To the next dream!' he shouted. All the Ectonurites rushed past him, flying out of Gwen's dreams, as Zs'Skayr stood there laughing evilly.

At Kevin's house, Kevin lay in his bed, snoring softly. Zs'Skayr phased through a wall and remained invisible. Slowly he glided up the stairs to Kevin's room. He laughed evilly but quietly before flying into Kevin's body.

Inside of Kevin's head he was dreaming about a happy life. He was married to Gwen and they had three kids. Suddenly Ben busted through the door as a weird, gross alien. Kevin absorbed the fridge and formed his hand into a dish which he then threw at Ben, jokingly.

'What is it Tennyson?' he asked. Ben transformed back to his human form.

'Just a bit of trouble, grannies turning into bats again' Ben said annoyed. Suddenly Gwen and the kids started talking weirdly.

'Oh, that is the least of your problems!' Gwen hissed.

'Gwen? Kids!' Kevin shouted, worried. He walked backwards into Ben. Kevin turned to see that Ben was being controlled by something too! 'Ahh!' Kevin shouted. He still had the fridge's materials covering him. His hands began hammers as he whacked Ben across the head. Suddenly Gwen ripped her head off and threw it at Kevin. The kids all did the same.

'Ahhh!!!!!!!!!' Kevin shouted in horror as he woke up. He jumped out of bed in his jocks, then searched through the house. 'It was just a dream... A freaky, disturbing dream' Kevin said as he climbed back into bed. Zs'Skayr began evilly laughing at how much he was torturing the team.

'Two down, two to go!' he shouted.

Over in the Rustbucket, Max was snoring peacefully. Suddenly the van shook. Nothing happened, Max remained asleep. Zs'Skayr ripped the door off and entered the Rustbucket.

'Hello, Max' he said evilly. 'Mwahaahaha!' he laughed as he jumped into Max's body. Max was having a peaceful dream just like Kevin. Verdona was there with him in a field.

'I'm glad you decided to come to Anodyne with me, Max' Verdona said happily.

'I missed you from the second you left this Earth' Max replied. 'You didn't have to help me learn to manipulate mana though' Max said guiltily as he shot a mana beam and it grew into a tree.

'Of course I did! You had a spark inside of you, it was already awoken, I am amazed you didn't learn to manipulate it alone!' Verdona said approvingly. Behind the tree Zs'Skayr turned visible. He laughed evilly as he shapeshifted in Xylene and ran out to Max.

'Max!' she shouted as she jumped into his hands and planted a kiss on him. Verdona shot an energy blast at Xylene and she disappeared into thin air.

'Max, who was that!' Verdona asked.

'A woman from a past relationship' Max explained. Verdona changed from a pink energy being to a red, flaming one.

'YOU LITTLE!!' she began swearing off her head at him as she shot flames.

'Noo!' Max shouted as Zs'Skayr rose above the ground and grabbed his leg, causing Max to trip. Verdona shot a flame between him, cutting him in half!

'Ahh!' Max shouted as he woke up. 'Zs'Skayr' he said. Max had seen Zs'Skayr's hand raise from under the ground before he tripped. He quickly jumped out of bed and ran out to get Gwen, Kevin and Ben.

In Ben's room he paced in his underwear. He was trying to figure out what was going on.

'Why can't I sleep, this only happens when there is something wrong!' Ben began walking over to his gym set in his room, but decided to check the scanners for any trouble that might be heading his way. Suddenly Gwen, Kevin and Max teleported into his room.

'Ben! Zs'Skayr! Grandpa thinks he is coming for you!' Gwen shouted.

'Whoa whoa whoa, Zs'Skayr?' Ben asked. 'I haven't seen him since we got sucked into the MEGATRIX with Vilgax. What makes you think he is coming for me?'

'The three of us had really freaky and disturbing dreams, Max was the last one to have one and he saw Zs'Skayr trip him so he would die right before he woke up' Kevin explained.

'Talking about me already?' Zs'Skayr said as he phased through the wall. He ripped apart his chest and his ghost minions flew out into Ben's room. They each grabbed a member of the team and threw them through the wall, down two stories to the ground. Ben wasn't harmed, Zs'Skayr wanted Ben for himself.

'Ready for me Zs'Skayr?' Ben asked.

'I've been ready for a long time, you brat!' Zs'Skayr shouted. Zs'Skayr flew at Ben, but Ben jumped out of the hole in the wall himself. He quickly rushed to the window to find Ben, but there was no body there. 'What the?' Zs'Skayr asked himself. Suddenly a green light appeared infront of his eyes.

'Nanomech!' Ben shouted.

'What are you?' Zs'Skayr asked.

'A combination of alien nanotechnology and human DNA!' Ben shouted. Nanomech flew over to Zs'Skayr and jumped onto his mouth.

'What are you doing!' Zs'Skayr shouted.

'Cannonbolt!' Ben shouted. Zs'Skayr fell flat onto the floor as Ben collapsed onto him. Zs'Skayr became intangible and passed through the floor, then put his hands above it and threw Ben out of the house. The ghost alien flew out of the house into the backyard and watched in joy as his minions fought Gwen, Kevin and Max. Then he flew to the ground as Ben slammed him again.

'Tennyson, maybe try Colourless?' Kevin asked.

'And suck away all the colour to give them more power? Yeah, no thanks' Ben said. Then he smiled. 'But I do know another trick...' Ben pressed the MEGATRIX II on his chest and four prongs came out from each corner, then he spun the faceplate. The faceplate became square and the spikes turned to each side. 'MEGA Cannonbolt!' he shouted. MEGA Cannonbolt rolled up and charged at Zs'Skayr. Zs'Skayr became intangible but was still hit by the fat alien.

'How are you doing this!?' Zs'Skayr shouted.

'I got lots of tricks!' he shouted. MEGA Cannonbolt unrolled and shot spikes at Zs'Skayr. He became intangible and they passed through him.

'Well that wasn't a good trick' Zs'Skayr said, slightly surprised, but happy. MEGA Cannonbolt smiled. He began sparking as he shot more spikes. Zs'Skayr remained intangible. The spikes passed through him but electrocuted him as they went through. MEGA Cannonbolt began walking with slight speed on his spider legs. He stabbed at Zs'Skayr but the ghost managed to dodge them. MEGA Cannonbolt shot venom from his stingers. Zs'Skayr got all sticky and couldn't become intangible at all. MEGA Cannonbolt jumped into the sky and spun through the air, spinning his stingers like a blade. They whacked Zs'Skayr across the sky into the bush. All of his minions faded away. MEGA Cannonbolt rolled up to him and got ready to stab him in the face. Gwen, Kevin and Max stood surrounding him.

'There is no escape from your fate, Zs'Skayr!' Ben shouted.

'Please, I surrender, let me go' Zs'Skayr begged. Ben was thought about it, but quickly lowered his stinger. They all looked at the ground where MEGA Cannonbolts stinger was shoved deep into the ground, there was no Zs'Skayr.

'He got away!' Ben shouted. He reverted to his human form.

'Don't worry Ben, he'll be back and when he is, we will be ready!' Max said.

Major Events



  • Zs'kayr
  • Zs'Skayr's Minions
  • Gwen (Dream Only)
  • Gwen's Kids (Dream Only)
  • Verdona (Dream Only)

Aliens Used

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