[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.

[Myaxx]: Behold the Infinimatrix.

[Infinimatrix]: Host DNA detected.

It latches onto Ben's wrist as it tightens around it.

[Ben]: We stand together because I'm here to tell you...

He scans the crowd as he sees Max with Gwen, Kevin, Tetrax, Gluto and Myaxx. Max gives Ben a reassuring smile.

[Ben]: ...I'm going to continue Azmuth's legacy.

Ben lifts up his arm, to reveal the Infinimatrix.

Undertown Marketplace
February 2, 2014, 5:12 AM EDT

We get a shot of the Undertown marketplace, with most stalls closed. A few aliens are walking around, talking to the vendors. The camera then shows a short orange male Atrocian at his stall, with cans of Canned Tiffin arranged neatly at the ends of the counter. The Atrocian rests his head on the table, tired. Suddenly, a large shadow looms over him. He jolts up, standing with proper posture.

[Atrocian]: How can I-

He trails off and we see through his eyes for a moment as he tilts his head upwards to look at the person in front of him; Gorvan.

[Gorvan]: Give me all your Taydens.

[Atrocian]: B-B-But I-

Gorvan lifts the stall with his upper hands, gaining murmurs from a few aliens nearby. A transparent jar containing Taydens is revealed to have been behind the counter. Gorvan slams the stall on the ground. It breaks into pieces, with bits of wood flying in different directions and some covering the Atrocian from head to toe, along with the canopy. The cans of Tiffin fall to the ground, with some of them opening and spilling out the Tiffin. At this point, the murmurs and mumbles from the surrounding aliens have turned into screams of fear. Gorvan searches through the rubble with all four of his hands and finds the jar before lifting it and holding it between his upper and lower right arms. He turns to face the other aliens.

[Gorvan]: Give me everything you have.

The camera tilts downwards to show Bubble Helmet flying in from above, behind Gorvan. He is holding two staffs in his hands.

[Bubble Helmet]: I'd listen if I were you. You wouldn't wanna get hurt, now would you?

Bubble Helmet continues speaking as the camera shows a female Maxatomar at her stall, with various plushies hanging at the sides of the stall. She ducks behind the counter and reaches for a red purse at the corner of the stall, grabbing it. She rummages through it before pulling out a simplistic-looking circular device with a button that looks like a Plumbers' badge. She presses the button.

Bellwood Plumber Headquarters
February 2, 2014, 5:15 AM EDT

We see the hub of Plumber Headquarters, with most of the lights dimmed, save for the ones by the computer. Stick Doug is sitting in front of it, simply staring at the screen. Suddenly, a loud alarm blares, with the words 'Distress Call' flashing onscreen. Stick Doug perks up as a map of Undertown is shown, with a red dot located towards the north of it.

[Stick Doug]: Computer, zoom in.

The computer zooms in on the red dot, before showing real-time footage of Gorvan and Bubble Helmet throwing various objects around and smashing a few stalls.


Pratt's Coffee
February 2, 2014, 3:45 PM EDT

We see the interior of a cafe, with brown walls and a cabin-style design. Ben, Charlie and Jonesy are sitting in a booth by the window near the entrance. Ben and Charlie are sitting opposite Jonesy.

[Charlie, to Ben]: So, what's it like to have that watch again?

[Ben]: Well, this actually isn't the same watch. This is a new one.

[Charlie]: Oh.

[Ben]: But I get what you mean. It brings back lots of memories and it's fun to turn into aliens and all, but I'm just afraid I'll get overwhelmed by everything. I haven't been going for soccer practice lately because I've been so tired.

[Jonesy]: Why don't you just quit the team?

[Ben]: I've been considering it. I don't know, we'll see how it goes.

[Male Voice on TV, offscreen]: Following the resignation of... (continues in background)

Ben turns his attention to the flat-screen TV attached on a wall above the counter. The Will Harangue Nation is playing.

[Will]: ...will be promoted to Mayor, while Mayor Clint's resignation party will be held at the Youngberg Memorial Hall tonight.

[Ben]: It's kinda sad that the Mayor got so terrified that he had to step down.

[Jonesy]: What can I say? You either adapt to Bellwood's weirdness or cower from it.

The doorbell rings as the door opens. A few girls walk into the cafe, though Ben is focused on a pale-skinned, dark-clothed girl.

[Charlie, teasingly grinning]: You're looking at Crystal, aren't you?

[Jonesy, to Charlie]: She was his first crush in elementary school. (to Ben) Isn't that right, Ben?

Ben continues to stare at Crystal as she and her friends line up at the counter.

[Jonesy]: Dude?


Madison Elementary School
April 10, 2004, 7:12 AM EDT

We see eight-year old Ben walking down the busy hallway of the school with Young J.T. next to him.

[Young J.T.]: I don't think it'd be a good idea for me to come and play today, Ben. My mom wants me to-

Another boy with dark hair nudges his way through the two boys, pushing them aside. He continues walking without bothering to look at who he nudged.

[Young Ben]: Hey!

The boy immediately turns around and shoves Young Ben towards a locker. We get a clear shot of his face, revealing him to be Young Cash.

[Young Cash]: Listen, punk. Stay out of my way, or the next time we meet, your money's mine.

Young Ben grunts as he struggles to escape Young Cash's grasp. A few students observe the scene from afar. Young J.T., not knowing what to do, merely looks in pity at Young Ben.

[Female Voice, offscreen]: Let him go!

Young Cash turns his head slightly to see Young Crystal running towards him. More and more students pay attention to what's happening.

[Young Crystal]: Let him go or I'll tell a teacher!

[Young Cash]: Like you're brave enough.

Young Cash drops Young Ben, walking over towards Crystal, slowly pinning her against the locker.

[Young Cash]: And who are you supposed to be?

[Young Crystal]: Just leave him alone, you jerk.

Young Cash smirks, looking over to Young J.T., as he nervously makes a slight smile.

[Young Cash]: Get a load of this, J.T.! She thinks she can defend-

Young Ben suddenly comes up from behind, kicking Young Cash in the leg.

[Young Cash]: What the-? (loudly) OW!

Young Cash quickly turns back over to Young Ben, glaring, until a shadow is cast over them. They both look up to see a man wearing a long-sleeved blue shirt, with a red tie and black pants, presumably the school principal.

[Principal]: Ben, Crystal, in my office. Now.

Young Cash smirks as Young Ben is escorted away by the school principal, Young Crystal following them from behind. Young J.T. stares off into the distance, while Young Cash walks off. We cut ahead a few minutes later to the principal's office. Young Ben and Young Crystal are sitting before the principal's desk in his office.

[Principal]: Ben. Crystal.

Young Ben puts his head down, sighing. The principal smiles.

[Principal]: Good job, you two.

Young Ben sprouts upwards in surprise.

[Young Crystal]: Thanks, Dad.

[Young Ben]: Wait. 'Good job'? 'Dad'?

Young Ben looks over to the principal, then back at Young Crystal.

[Young Ben, to Young Crystal]: He's your dad?!

Young Crystal nods, giggling.

[Principal Phoenix]: I've escorted you here to split up the conflict between you both and the other kids. However, I'd like to note I am proud of both of you in defending and standing up for each other in a time of need.

[Young Ben]: Why didn't you call Cash down here? Shouldn't you talk to him?

Principal Phoenix chuckles.

[Principal Phoenix]: Oh, but I have. Several times. Unfortunately, there's only so much I can do for kids your age. However, if he does act up again, I want you to let me know, alright? I don't want to see anymore of that kicking, too. I'll let it pass this time, though, since you considerably well stood up and defended Crystal and yourself.

[Young Ben]: Okay.

[Principal Phoenix]: Seeing as how I've managed to also cut off some of your class time, I think it's about time you both head back to class.

Young Ben and Young Crystal nod, standing up and heading out the door. As Young Crystal exits the office with Young Ben heading out the door, Principal Phoenix suddenly signals Young Ben over by clearing his throat.

[Principal Phoenix]: Oh, and Ben, one more thing. Seeing how my daughter Crystal is new here, could you look after her for a little while, show her around?

[Ben]: Oh... sure.

[Principal Phoenix]: Thank you. Now, head back to class.

Young Ben nods, running out to catch up with Young Crystal. The two start walking down the hallway to return to their class.

[Young Ben]: Man, your dad's the principal? That's so cool. He's probably the nicest I've ever seen, too.

[Young Crystal]: Heh heh, yep. He gets a bit overprotective sometimes though. Anyway, thanks for the help.

Young Ben smiles.

[Young Ben]: See you around?

Young Crystal smiles back.

[Young Crystal]: See you.

They then both walk separate ways at a junction, heading back to their classes.

[Young Ben, to himself]: Wait, when did we get a new principal?


Back in the present, Ben is still staring at Crystal. Jonesy waves his hand in front of Ben's face, snapping him out of it.

[Ben, as Jonesy retracts his hand]: Huh?

[Charlie]: You zoned out, man. Your cappuccino's here.

[Ben]: Eh, you know I prefer smoothies.

Mr. Smoothy Store 6
February 2, 2014, 7:20 PM EDT

We get an establishing shot of a small smoothie-shaped building with a few benches scattered around it. The camera zooms in to show people sitting on the benches, sipping their smoothies. It then pans upwards to show a dim red light forming right above the store. It slowly gets brighter and brighter, attracting the attention of the people sitting on the benches.

Plumber Headquarters
February 2, 2014, 7:20 PM EDT

We see the hub of the headquarters for a few seconds, showing Plumbers walking around, talking to each other.

Ben's House
February 2, 2014, 7:34 PM EDT

An exterior shot of Ben's house is shown, before we see Ben in his room, sitting at his desk doing homework. His phone is on a stack of books on the left side of the desk. Ben taps the back of his pen on the surface of the desk a few times, before being interrupted by his phone ringing. Ben picks up his phone and answers the call, holding it to his left ear.

[Ben]: Hello?

The screen splits in half to show Jimmy on the right, in his room, holding his phone to his right ear.

[Jimmy]: Ben, you there?

[Ben]: Yeah, I am. What's up? No, wait, let me guess. They're making a Kangaroo Commando movie, right?

[Jimmy]: No- Well, yes, but that's not the point. There's been a massive energy surge, a- a portal of some sort.

[Ben]: Where?

[Jimmy]: The Mr. Smoothy at Rouleau Street.

[Ben]: Alright, thanks.

He hangs up and sets his phone on the table. He gets up from his seat and twists the dial of the Infinimatrix, scrolling through the holograms of Humungousaur, Chromastone and Big Chill, before stopping at Jetray. He slams down on the core of the Infinimatrix. In a flash of green light, Jetray stands in his place.

[Jetray]: Jetray!

He walks towards his bedroom windows and opens them, flying out. He turns back to close them before flying off. We then see him flying in the sky a few minutes later.

[Jetray]: Infinimatrix, contact Plumber Headquarters.

The Infinimatrix beeps three times.

[Infinimiatrix]: Connection not established. Call failed.

[Jetray, in his head]: That's weird.

The camera moves behind Jetray to show him flying towards the Mr. Smoothy store. A few people are looking up towards something on top of the building; a red portal.

[Jetray, in his head]: Please don't tell me that's what I think it is.

He gets closer to the store, speeding up, before hovering mere inches above the ground among the onlookers.

[Jetray]: Everyone, get back!

A blonde teen boy in a black hoodie and blue jeans speaks up.

[Boy]: Why? What's gonna come out of that thing?

[Jetray]: Nothing good.

A grey tentacle pops out of the portal, waving around. Jetray squints before his eyes widen in realization.

[Jetray]: Uh-oh.

The being that the tentacle belongs to flies through the portal, revealing itself to be a Null Guardian. Everyone except Jetray runs off in different directions, screaming. The Null Guardian fires a red energy blast from its mouth at a brown-haired middle-aged woman in a red dress running away. The camera briefly switches to an overhead view to show Jetray swooping in, grabbing the woman and setting her down on the opposite side of the street just before the blast hits her. She rubs her head, almost falling over in disorientation.

[Jetray]: Run. I've got this.

The woman nods before running off. Jetray turns to face the Null Guardian, which flies right at him, knocking him against the wall, causing small pieces of it to fall off. Jetray's eyes glow as he shoots a neuroshock blast at the Null Guardian, garnering a loud screech from it. Jetray winces in annoyance.

[Jetray]: Geez, you're loud.

The Null Guardian drops to the ground, panting. Jetray's eyes return to normal as he stops shooting the neuroshock blast. The Null Guardian looks up at him, screeching quietly.

[Jetray]: Man, I almost feel sorry for you.


Noteworthy Events

Major Events

  • Crystal and Principal Phoenix make their debuts.
  • Gorvan, Bubble Helmet, Stick Doug, J.T., Cash and Jimmy make their Protector of the Omniverse debuts.
  • Jetray makes his Protector of the Omniverse debut.

Infinimatrix Alien Debuts

  • Jetray (Protector of the Omniverse debut)

Minor Events

  • It is revealed that Ben's first crush was a girl named Crystal, who he met in elementary school during the second grade.


  • Ben Tennyson (18-year old and 8-year old selves (flashback))
  • Gwen Tennyson
  • Kevin Levin
  • Plumbers
    • Stick Doug (first reappearance)
  • Charlie Grant
  • Jonesy
  • Crystal Phoenix (first appearance; 18-year old and 8-year old selves (flashback))
  • J.T. (first reappearance; 8-year old self (flashback))
  • Cash Murray (first reappearance; 8-year old self (flashback))
  • Principal Phoenix (first appearance; flashback)
  • Jimmy Jones (first reappearance)


  • Gorvan (first reappearance)
  • Bubble Helmet (first reappearance)
  • Will Harangue (on TV)

Aliens Used

  • Jetray (first reappearance)

Spells Used


  • Pratt's Coffee is named after the actor Chris Pratt, who voices Cooper Daniels in this series.
  • The Youngberg Memorial Hall is named after Matt Youngberg, the executive producer of Ben 10: Omniverse.
  • Rouleau Street is named after Duncan Rouleau, one of the members of Man of Action.


  • The flashback in which Ben meets Crystal took place before J.T. started siding with Cash, as J.T. was still friends with Ben.