We get an aerial view of an old-looking black car driving down the road, followed by a police car. The camera zooms past the car to reveal an intersection ahead. We pan back to the black car and the camera lowers to ground level as the cars speed past curious pedestrians. We zoom into the black car and see a woman wearing a black mask in the driver's seat. On the seat next to her is a sack overflowing with jewels of different colors and a gun. Keeping one hand on the steering wheel, the thief grabs her gun and looks out the window, firing some bullets at the police car behind, which swerves to the side slightly. As the car turns left into the intersection, we see a close-up of Ben's face as he watches the two cars in a chase. Suddenly, a soccer ball hits Ben in the face and we zoom out to reveal that Ben is in a football field, wearing his soccer clothes. He is the goalkeeper.
[Ben, falling down]: Oof!
A whistle is heard in the background as we see through Ben's eyes. We look up to see the coach, a muscular blonde man wearing a red T-shirt and brown shorts, approaching us. We return to normal view as Ben gets up, wiping the dust off him.
[Ben]: Coach Kaye!
[Coach Kaye]: (loudly) WHAT WAS THAT, TENNYSON?!
[Coach Kaye]: We have a tournament to get ready for! Get your head out of the clouds and run a lap for me! NOW!
[Ben]: Okay, okay!
He starts to run around the field as he looks over at the thief, putting her hands in the air as she is surrounded by police officers. Ben smiles and turns back to the field as he picks up speed.
We see Ben lying on his bed, phone in hand. He is texting in a group chat.
Someone knocks on the door.
[Ben]: Come in!
The door slowly opens, revealing Sandra behind it, carrying a tray with a glass of juice and a plate of cookies. She enters the room and Ben gets up from his bed.
[Sandra, setting the tray on the desk]: How late are you going to stay up this time?
[Ben]: Not too late, actually. I did most of my homework in study hall. I just need to study for a Biology test tomorrow. Cookies sure help, thanks, Mom.
[Sandra, turning to Ben]: Well, don't stress yourself out.
She walks towards him and kisses him on the forehead before walking out of the room, smiling at him as she closes the door. Ben smiles back and walks towards the desk, setting his phone down. He then stares at his left wrist, on which there is a large scar.
We see the exterior of the school from different angles, before we cut inside. Ben is running through the halls with a blue backpack. He takes a right at the end of the hall and runs into a classroom. A middle-aged teacher is standing in front. The teacher and the students all stare at Ben, who hurriedly picks a seat in the second row.
[Teacher]: Well, you sure are early, Mr. Tennyson.
[Ben]: Sorry, I lost track of time.
In the background, we hear a few snickers and chuckles, which escalate to bursts of laughter. Ben takes out his books and raises his eyebrow at their sudden laughter.
[Ben]: What's so funny?
A few students point at Ben's bag. He looks at the back of the bag, noticing a bad drawing of Humungousaur on it. Ben sighs and pays attention to the teacher in front.
[Teacher]: Now that Ben's here, we can begin the pop quiz.
Ben groans and lays his head on the desk.
We cut to the school cafeteria during lunch. We focus on a table in the corner, where a group of about five boys including Ben are eating lunch. One boy, taller than Ben who has messy golden-brown hair and is wearing a yellow T-shirt and blue jeans, named Charlie, speaks up.
[Charlie]: We're still up for the movie on Friday, right?
[Jonesy, rolling his eyes]: Yes.
[Ben]: Maybe Charlie just doesn't believe the movie's already out. I mean, Hero Generation just finished two years ago and they're already making a reboot.
We hear a phone ringing.
[Ben]: Excuse me, one sec.
He takes out his phone and answers it.
[Gwen, from the other side of the call]: Hi, it's Gwen. Just thought I'd check on you.
[Ben]: Gwen, I'm fine.
[Gwen]: Good. You doing anything later?
[Ben]: Well, no, not really. Why do you ask?
[Gwen]: Kevin and I are gonna patrol town to see if anyone's causing trouble.
[Ben]: Aaaaand you want me to come.
There are a few seconds of silence.
[Ben]: (sighs) Look, cuz', my hero days are over. I made that choice. Plus, I don't have the Omnitrix and people never really liked me anyway. I'm better off this way, Gwen. I'm where I wanna be.
[Gwen]: Don't you realize you were meant to do greater things? You're throwing away your potential. I'm not asking you to stop an invasion or anything, you should go back to your roots. You know, bank robberies. You don't have to save the world.
Ben looks at his group of friends, who have almost finished eating, whereas his hamburger is only half-eaten.
[Gwen]: Grandpa misses you, Ben. He says you haven't dropped by the diner in ages.
[Ben]: Alright, if it makes ya happy, I'll meet you there for dinner.
[Gwen]: Perfect. See you there.
[Ben]: Wait, is Kevin gonna be there?
[Gwen]: Yeah. Why? I thought you two were best friends.
[Ben]: I guess so. I just haven't spoken to him much since I retired. We don't have many things in common.
[Gwen]: Even if he doesn't admit it, he likes you.
[Ben]: (clears throat) So, um, when's your judo competition?
[Gwen, correcting Ben]: Karate, Ben, not judo. It's in May. I'll tell you the exact date by next month.
[Ben]: Okay, great. Hey, uh, I have to go. See you later, 'kay?
[Gwen]: Sure, bye.
Ben hangs up and puts his phone back in his pocket.
[Jonesy]: If that wasn't awkward, I don't know what is.
[Charlie]: Dude, tell me about it.
We see Gwen and Emily in their school uniforms, with Emily on her wheelchair next to her, walking through the halls. Gwen puts her phone back in her pocket and sighs in frustration.
[Gwen]: Hey, have you finished your Psychology homework yet?
[Emily]: Yeah, and I'm sure you did too. You just asked me that to change the subject.
[Gwen]: Darn, you know me too well.
[Emily]: When are you gonna tell him?
[Gwen]: He isn't ready to know yet.
[Emily]: Regardless, he deserves to know. He's mature enough to take it.
[Gwen]: I guess you're right. Who am I to keep secrets from him?
She takes out her phone and opens her messaging app, opening Ben's conversation.
She looks at the time on her phone, it's 1:12 PM.
[Gwen]: Oh, I have to go to class. Let me take you to yours first.
[Emily]: No, go. I've been in a wheelchair for years, I'll get there fine.
[Gwen]: Great, see you later.
She runs off as Emily looks at her, shaking her head.
We get a shot of the large park before cutting to its basketball court. Kevin, wearing a blue tank top and grey shorts, is playing basketball with a few of his friends. He dribbles the ball past a few of the opposing team members before jumping in the air and throwing the ball right into the hoop.
He high-fives his teammates, while the other friends stand there in embarassment.
[Kevin]: Hey, GG, guys.
We hear someone clear their throat. The boys look at each other in confusion. The group parts into two, making way for five boys dressed in punk-like clothes. The one in the very middle, presumably the leader, with black hair in a mohawk, dressed in a zipped-up black leather jacket and dark blue pants, scans the crowd.
[Leader]: Kevin Levin...
[Kevin]: No... You? Jeremy Kayden?
[Jeremy]: Flattered you remember me, Kevin. You have no idea how difficult it was to find you. You've been busy, haven't you?
[Kevin]: So what?
[Jeremy]: It's time for you to come home.
[Kevin]: I left years ago, I said I wasn't comin' back.
[Jeremy]: Oh, you will come back, one way or another.
Kevin touches the ground, absorbing the material. Now in concrete form, Kevin jumps in the air and lunges at Jeremy, pushing him to the ground.
[Kevin, to his friends]: Guys, go!
He punches the leader in the face as most of his friends hurriedly run off, save for one boy, who stands in his fighting stance, but is unfortunately surrounded by the rest of the gang as they punch him. Jeremy kicks Kevin off him and gets up.
[Kevin, looking at his friend]: Collin!
Getting back up, he runs towards Collin. One of the boys attacking Collin turns his attention to Kevin, pulling out a laser lance. Kevin's eyes widen as he backs off a bit.
[Kevin]: Where did you get that tech?
The boy aims at Kevin, but then fires a blast at Collin instead.
[Kevin]: (loudly) COLLIN!
Jeremy raises his arm and snaps his fingers. His gang members run behind him as Kevin rushes to Collin's side. There are bruises on his face and arms.
[Jeremy]: We'll give you time to pack your things and say your goodbyes.
Kevin looks at him for a second then turns back to Collin, pulling out his phone and dialing 911. He puts his phone to his ear.
[Kevin]: Hello?! 911? I have a friend who needs immediate help! He's at Wright Park!
Kevin scans Collin's body from top to bottom, every bruise and cut. He hangs up and reverts to human.
We see the front entrance of the school, overflowing with students rushing out. At the back of the crowd, we see Ben walking out calmly, whistling. He walks to the end of the street to the left of the school, towards his car. He takes out his car keys and, as soon as he presses the button, he sees the word 'Monster' spray painted on the hood of his car.
[Ben]: Oh, come on!
He opens the car door, gets in, closes the door, starts the car and drives off.
[Ben]: DX Mark 10, call Kevin Levin.
[DX Mark 10]: Calling Kevin Levin.
After a few beeps, the call goes to voicemail.
[Kevin's Voicemail]: Hey, uh, this is Kevin. If I don't pick up, I'm probably busy.
The call ends. Ben groans.
[DX Mark 10]: Incoming call from Gwen Tennyson.
[Gwen, from the other side of the call]: Ben, where are you?
[Ben]: Heading home, actually. Don't worry, I'm still coming for dinner.
[Gwen]: No, not that. It's just that Kevin was supposed to pick me up from school. He's usually early, too, but he hasn't come yet. I tried calling him but it went to voicemail.
[Ben, to himself]: Strange.
[Gwen]: What was that?
[Ben]: Uh, nothing. I'll pick you up, alright?
As she says this, we cut to Johnson High School, where Gwen is waiting outside next to Emily. Gwen hangs up and puts her phone in her pocket.
[Gwen]: I'm worried about Kevin. He almost always picks me up, and when he doesn't, he'd tell me.
[Emily]: I don't know him that well, but he doesn't look like the type of guy to bail on his girl without a reason.
[Gwen]: I hope so.
She looks up at the sky as the screen fades to outer space, overlooking Galvan Mark II.
As the camera zooms into the planet, we see Galvans of all kinds going about their day. We cut to Azmuth's lab. Azmuth grabs a framed picture of Zennith, the love of his life who he hasn't seen for many years, with a saddened expression on his face.
[Azmuth]: I've changed, Zennith. Instead of obsessing over my work, I've focused on using it to help people... even save lives. I've built inventions with unimaginable power, yes, but power that can be used towards peace in the galaxy. I've learned the lessons you have taught me.
Azmuth walks over to two glass showcases on a shelf, one with the destroyed prototype Omnitrix and one with the destroyed Ultimatrix.
[Azmuth]: Time after time, I've failed - but that has only led to success.
Azmuth then walks over to a metal workbench holding a metal sphere. Azmuth grabs the sphere from the workbench, the frame in the other hand.
[Azmuth]: My latest creation. Everything I've ever done, everything I've ever worked to this point has added to the invention that remains in this capsule.
Azmuth opens it up, but to his surprise - it's gone.
Azmuth turns his head to see the door wide open. The invention was stolen.
Azmuth runs over to the front of his lab, holding down a red button alongside a security hatch that can be opened in times of need. Red sirens go off as an automatic voice blares through the speakers.
[Automatic Voice]: Lockdown protocol initiated.
Outside the lab, a mysterious small figure makes a break for it with the capsule in hand, passing through two tall Galvanic Mechamorph guards. They soon catch sight of the figure, chasing after him. As one of the guards narrowly makes an attack on the quick thief, the figure dodges, turning back towards them. He then turns out his arm, revealing a device similar to that of the Omnitrix, with a black color and red wiring. He slams down on the red faceplate, and with a flash of bright red light, the figure becomes a Pyronite-looking alien, but with the face of a Galvan, three fourths of the average size, and a purplish color. The figure blasts fire at them, turning them back away from the flames, but the flames soon stop. The figure looks at his hands, confused, as the device soon times out, transforming him back into his original form. In quick response, the Galvan makes a dash for it, until stopped by a third Galvanic Mechamorph in blue, with noticeable armor.
[Blue Galvanic Mechamorph]: The Infinimatrix. Now.
[Galvan]: Mechamorph armor. Nice one, Azmuth.
The armor-clad Galvanic Mechamorph's head lowers to reveal Azmuth's.
[Azmuth]: Who are you?
[Galvan]: Your biggest fan.
The Galvan adjusts the device on his wrist once more, turning into a Galvanic Mechamorph, however with noticeable changes, such as the circle on the head in the shape of a Galvan's, three fourths smaller than the average size, and a purplish color like his previous form. The Galvan jumps into Azmuth's mecamorph armor, becoming part of it, as the armor develops a purple color.
[Azmuth]: What are you-
The helmet part of the Mechamorph armor closes, locking Azmuth in the suit. The guards run up to stop the Galvan, but with him in control of the suit, he easily grabs them by their throats.
The possessed Mechamorph armor slams the two guards to the ground, knocking them down with one blow. The Galvan then grabs the sphere, with Azmuth still remaining in the suit, as he blasts off into space.
[Galvan]: You gave me a way in, and a way out. I should thank you.
[Azmuth]: What are you doing?! With your dysfunctional Omnitrix, you won't be able to stay in that form for long! You'll never be able to survive in the climate of space...
[Galvan]: That's the thing. I'm not a Galvan. Not of this timeline anyway. I'm evolved. Where I come from, they have long adapted to the conditions of space. We're superior. I'm your superior. I always will be.
Entering space, the suit flies out farther towards the sun.
[Azmuth]: It doesn't make sense! If you're my biggest fan, then why-
[Galvan]: For a self proclaimed genius, you sure are slow in figuring it out.
[Azmuth]: Figure what out? WHO ARE YOU?
[Galvan]: My name... is Zargon.
The helmet of the suit unveils itself, as Azmuth is ejected from the suit.
Zargon watches as Azmuth holds his breath, but then suffocates. Through Azmuth's point of view, he gasps, each moment getting sharper and sharper. He holds out his hand to Zargon as his eyes flicker, and life escapes him. Zargon unmerges with the Retaliator armor and looks at Azmuth's lifeless body hovering in space. The Retaliator, with the sphere in its hands, falls through the planet's atmosphere.
[Zargon]: My work is done here.
In a flash of red light, he reverts back to his Galvan form and teleports out in a flash of blue light. Meanwhile, we cut to outside Azmuth's lab a few minutes later. The Retaliator armor crashes down right outside the exit, producing a large cloud of smoke and a crater in the ground. Myaxx runs out of the lab with two Galvanic Mechamorph guards.
[Myaxx]: Where's Azmuth?!
As the cloud of smoke disappears, Myaxx jumps down the crater.
[Guard]: We heard the thief brought him to orbit. We'll check and report back.
We see a building at the edge of a row of shops, with a large sign in red letters saying 'Max's Diner'. The Rust Bucket 2 is parked opposite the diner, and behind it, the DX Mark 10. Ben comes out of it and the camera follows him inside. As he gets inside, he spots Gwen and Kevin sitting by the counter, with Max behind it. Gwen and Kevin are sharing a plate of spaghetti. The diner is quite small, with only a few tables. The walls and floor are painted with a light blue and white color scheme.
[Max]: Ben! So glad you could drop by!
[Ben, walking up to the counter]: Hey, Grandpa!
He takes a seat next to Gwen.
[Ben]: Hey, Gwen. (looks at Kevin and nods) 'Sup?
[Max]: What would you like to eat?
[Ben]: Apple pie would be nice.
Max starts grabbing ingredients from the cabinets to make the pie.
[Kevin]: For dinner?
[Ben]: Sue me, Grandpa makes the best pies.
[Kevin]: Meh, whatever. Anyway, I need to say somethin'.
Ben looks at him, paying attention.
[Kevin]: I'm... I'm going to college; Bellwood College to be exact. I'm majoring in electronics!
[Ben]: Whoa, Kev! I'm proud of you!
[Max]: That's great!
[Kevin]: Thanks! Best part is, I'm gonna be skipping a year's worth of classs, because I already know a lot of what I need to. And of course, I couldn't have done it without...
He kisses Gwen on the cheek, making her blush.
Ben sighs and looks away from them, watching Max prepare his pie. He is cracking eggs into a bowl.
[Gwen]: So, Ben, did you get my message?
[Ben, taking out his phone]: What message?
He goes to the Messages app and looks at her message.
[Ben]: Great Aunt Vera... I'm so sorry, Grandpa. I didn't know.
[Max]: It's okay, Ben. I'm going to visit her soon.
[Ben]: Okay. I hope she gets better.
There is a bit of silence in the room for a few seconds.
[Ben]: So, Kevin, d'you play any sports?
[Kevin]: Yeah, basketball.
[Ben]: I should come over sometime for a game.
[Kevin]: Nah. I don't live in a good part of town, man.
[Ben]: Hm, oh, yeah. I wanted to ask you-
Suddenly, the door opens with a bang and two thugs, bulky men in dark clothing wearing masks to conceal their faces, walk in with guns.
[Thug 1]: We want all your money!
The other customers in the diner frantically take out their wallets, and the thugs go around to collect the money in a small sack. Ben and Max look at the thugs carefully. The camera focuses on Gwen's hands as they ignite with mana. She creates two mana lassos to hold the thugs in place. Kevin touches the surface of the counter, absorbing the material. Kevin, now coated in marble, walks towards the thugs as he enlarges his fists. He grabs the thugs' head and smashes them together, making them fall to the ground unconscious. The customers cheer for Gwen and Kevin. Ben looks at them and smiles. Max puts back a blaster which he was about to pull out.
[Ben]: Does this happen often, Grandpa?
[Max]: Well, crime has risen considerably since you retired. People aren't as afraid of Gwen and Kevin as they are you.
He winks at him.
[Ben]: (sighs) I'm not coming back, Grandpa. My hero days are way behind me. It was fun and all, but I chose to let that all go.
[Max]: I know, I know.
As he resumes making the pie, there is a sudden beeping sound.
[Gwen]: Sounds like a Plumber badge.
She feels her pockets.
[Gwen]: It's not mine.
[Kevin, grabbing one thug from the ground]: Ain't mine either.
[Max]: Must be mine, then.
He walks towards his brown jacket, hung on the backdoor of the diner, and grabs his Plumber's badge. As he taps it, a hologram of Myaxx pops up.
[Myaxx]: We need your help. You need to come to Galvan Mark II as soon as possible. We just had an attack a few hours ago. Someone broke into the lab and a fight broke out between him and Azmuth.
Gwen walks towards Ben and Max while Kevin looks after the thugs.
[Myaxx]: They went to space, Max. I sent guards to look for him but they still haven't found him. I think something happened to him.
[Gwen]: We'll be there as soon as we can.
[Myaxx]: You better.
The transmission ends and her hologram fades.
[Kevin]: Come on, let's get these two to the police station.
[Ben]: Aw, well I guess we'll have to reschedule this. If they find Azmuth, tell him I said hi.
[Gwen]: Are you kidding? You have to come with us!
[Ben]: (groans) How many times do I have to say it?! I don't have the Omnitrix anymore! Azmuth has nothing to do with me!
[Max]: (sternly) Ben, this sounds serious. Pie can wait.
[Ben]: It's not about the pie! You guys keep treating me as if I'm going to put on the Omnitrix again one day! I'm NOT!
[Kevin]: You haven't exactly done much since you took it off, have ya?
[Ben]: Well... y-yeah I have! I'm a B+ student now! I know that's nothing compared to your straight A+'s, Gwen, but to me it is.
Gwen puts a hand on his shoulder.
[Gwen]: Ben, if something happens to Azmuth because you didn't come with us, you are never going to forgive yourself. I know you. Please come with us. Don't do it for us, do it for Azmuth. You owe him at least that much for these past eight years.
[Ben]: (sighs) You always know what to say to convince me to do what you want, huh, cuz'?
He looks at Kevin, then Max. He then gets up from his seat.
[Ben]: Fine, fine, let's go.
The Rust Bucket 3 lands right outside Azmuth's lab. The ramp comes down and Ben walks out first, dizzy.
[Ben]: I- I think I'm gonna throw up.
Ben vomits near the ramp as Gwen and Kevin walk out the ship.
[Gwen]: Really? Here and now?
[Kevin, as he and Gwen start walking]: Stop wasting time.
[Ben, wiping his mouth as he catches up to Gwen and Kevin]: Would you rather have me barf in the Rust Bucket?
[Kevin]: Nope! Make this planet your barf bag or what have you.
They walk towards two Galvanic Mechamorph guards.
[Gwen]: Did you guys find Azmuth?
The guards hang their heads.
[Guard 2]: Yes, but... Just go in, Myaxx will explain everything.
[Ben]: That doesn't fill me with confidence.
[Gwen]: All the more reason to hurry up.
They run into the lab as we cut to them entering the main room in the lab. The camera is positioned right in front of them.
Ben, Gwen and Kevin's eyes widen as they behold the sight before them, a small brown coffin with Myaxx behind it, head hung low.
[Ben]: P-Please tell me...
Myaxx looks away. The three of them look at each other before walking towards the coffin. They look at it and find what they were expecting; Azmuth in the coffin, eyes closed. Gwen buries her face in Kevin's chest while Ben kneels down, trying to prevent himself from breaking.
[Kevin]: Wha- What... How...?
[Myaxx]: We have footage of the thief, from when he was inside. He was wearing an Omnitrix. Looked a lot like Galvan, but didn't at the same time.
[Gwen, slowly removing her face from Kevin's chest]: Show it to us.
[Myaxx]: Follow me.
We skip to a few minutes later, where Ben, Gwen, Kevin and Myaxx are in the lab's control room, looking at the footage of Zargon running out the lab.
[Ben]: He doesn't look like any Galvan I've ever seen, and he's wearing an Omnitrix.
[Gwen]: What now?
[Myaxx]: I'm going to tell the public soon, but... before that... Azmuth wanted me to give you something, something he only wanted me to give you if the situation was dire or... you know.
Myaxx signals a guard outside the control room, who enters with the sphere which Zargon stole earlier. Ben's eyes widen. Myaxx takes the sphere from the guard.
[Myaxx]: I know you said you weren't going to put on another Omnitrix, but-
[Ben]: I'll do it.
Gwen, Kevin and Myaxx raise their eyebrows, shocked.
[Ben]: For Azmuth. I really wasn't expecting to come back to the hero business. (looks at Gwen and Kevin) Especially after what happened. (looks at the sphere) But I guess destiny calls.
[Kevin]: And just a few hours ago you said you were never gonna come back.
[Ben]: What do I know?
Ben extends his left wrist towards the sphere as it opens, emitting clear smoke. As the smoke disappears, it reveals a sleek and futuristic-looking Omnitrix, with a green, black and white color scheme. The camera zooms into it as its emblem glows and it splits at the middle.
[Myaxx]: Behold the Infinimatrix.
[Infinimatrix]: Host DNA detected.
It latches onto Ben's wrist as it tightens around it.
[Ben, turning to face Gwen and Kevin]: It's hero time.
He extends a hand at the two.
[Ben]: For Azmuth.
[Gwen, extending her hand]: For Azmuth.
[Kevin, extending his hand]: For Azmuth.
- Ben, Gwen, Kevin, Sandra, Jonesy, Emily, Azmuth, Myaxx and Max make their Protector of the Omniverse debuts.
- Coach Kaye, Charlie, Jeremy, Collin and Zargon make their debuts.
- It is revealed that Ben retired from being a hero and removed the Omnitrix at some point before the series.
- Azmuth dies.
- Ben puts on the Infinimatrix as a payment of respects to Azmuth.
- It is revealed that Max owns a diner.
- Vera was admitted to the hospital for having a stroke.
- Ben Tennyson (first reappearance)
- Gwen Tennyson (first reappearance)
- Kevin Levin (first reappearance)
- Coach Kaye (first appearance)
- Sandra Tennyson (first reappearance)
- Charlie Grant (first appearance)
- Jonesy (first reappearance)
- Emily (first reappearance)
- Collin Matthews (first appearance)
- Azmuth (first reappearance; death)
- Myaxx (first reappearance)
- Max Tennyson (first reappearance)
- Jeremy Kayden (first appearance)
- Zargon (first appearance)
- Pyronite-Galvan hybrid
- Galvanic Mechamorph-Galvan hybrid
- When Ben says "I mean, Hero Generation just finished two years ago and they're already making a reboot", it can be seen as a reference to the fact that the 2016/2017 Ben 10 reboot was made two years after Omniverse ended.
- Johnson High School is named after Gwen's voice actress, Ashley Johnson.
- The current month of the Galvan year featured in this episode, Eraitla, is backwards for "Altiare", as in Potis Altiare, the device which was featured in the video game Ben 10: Ultimate Alien: Cosmic Destruction.
- It is indirectly revealed that Galvan time is roughly three hours ahead of EDT time.
- This is the first and only episode in which Ben doesn't transform into an alien.