[Ben]: (sighs) Look, cuz', my hero days are over. I made that choice. Plus, I don't have the Ultimatrix 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.

[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 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!

[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]: My name... is Zargon.

The helmet of the suit unveils itself, as Azmuth is ejected from the suit.

[Azmuth]: NO!

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.

[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.

[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]: 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.

[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.

Galvan Mark II
Eraitla 15, 200016, 1:00 PM Galvan Time

The scene starts with a screen being displayed on a skyscraper in the middle of the Capital City. A crowd of beings of different species, the majority of them Galvan, is looking at the screen. No sound is heard from anyone, as all stand together to watch above. Ben's face is revealed on the screen, as it zooms out to show him on a pedestal below the screen. The crowd is divided in two, as Azmuth's coffin is placed in the very middle, guarded by Galvan soldiers.

[Ben]: Today, we stand together as one. We stand together because of the achievements Azmuth made for the benefit of infinite worlds.

Plumber's Academy
January 27, 2014, 9:00 AM EDT

We cut to Plumber's Academy, as the cadets stand in formation, saluting Azmuth while observing a large hologram of Ben on a pedestal. Magister Hulka is in front of them all.

[Ben]: His inventions, his deeds, his life.

Incarcecon, Null Void
January 27, 2014, 9:03 AM EDT

We cut to the Null Void Incarcecon, in the cafeteria, as alien criminals of different kinds eat their food. Ben's voice is heard over the intercom, as some criminals cheer, and others remain dead silent.

[Ben]: Because Azmuth gave us all a chance to redeem ourselves.

At the very back of the cafeteria, we see Albedo (wearing an inhibitor headband on his head) eating. As he hears Ben's words, he bows his head in respect.

Unknown Realm
Date, hour Timezone

We cut to Professor Paradox's realm, as he peers into a portal to Galvan Mark II, watching the funeral.

[Ben]: Because Azmuth saw greatness in the galaxy.

Professor Paradox sighs.

Plumber Headquarters
January 27, 2014, 9:04 AM EDT

We cut to the Plumber Headquarters in Bellwood. A large monitor displays the funeral, as they all sit together and watch.

[Ben]: Without Azmuth, we wouldn't have something to defend ourselves with.

Galvan Mark II
Eraitla 15, 200016, 1:05 PM Galvan Time

We cut back to Galvan Mark II, as Ben continues his speech. No one has moved an inch.

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

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

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

Ben lifts up his arm, to reveal the Infinimatrix.

[Ben]: We stand together to remember Azmuth. Small in size, but with the brains and spirit of a giant. I will personally remember him as a mentor, leader, and most of all, a friend. Thank you.

Ben steps off the pedestal in silence.


We cut ahead a while later to the newly-built Azmuth Memorial Park, where a hole is dug in the ground. Azmuth's tombstone is there, which reads "Rest in Peace, Azmuth the First Thinker." Immediately surrounding it are a few Galvans, including Blukic, Driba, Zennith and Azmuth's father. Galvan soldiers arrive, carrying Azmuth's coffin. They gently set it down into the hole and land on the ground. They salute him.

[Zennith]: (sobs) I'm sorry for- for inhibiting your brilliance. (sniffs) You truly were ahead of our time.

She kneels and cries even more as the soldiers begin filling the hole with dirt using shovels.

[Retaliator]: Goodbye, my son. (tears up) I will never, ever forgive myself for neglecting you.

The camera pans out a bit to reveal a large (even by human standards) statue of Azmuth towering over the entire park. Everyone stares at the grave for a while, before gradually dispersing. Ben turns and walks towards Azmuth's statue, looking up at it in deep thought, sighing. As he hangs his head, he is interrupted by footsteps. He raises his head slightly and turns to the right to see Myaxx.

[Myaxx]: Didn't expect the day to come, huh?

[Ben]: Did you?

[Myaxx]: He was always too stubborn to die. Didn't even think it was possible. It all happened so... fast.

[Ben]: Any idea who the killer is?

[Myaxx]: He's not registered on any Galvan databases. For all we know, he could be a time traveller.

[Ben]: That seems a little far-fetched. (pauses) Do you, y'know, miss him?

[Myaxx]: I don't know. I didn't even know much about him until I met you. He was just a faceless jerk, but as time went on, as I spent more time working for him, the real Galvan him, he was like a father I never had.

[Ben]: Whoa, I thought you Vilgaxians were heartless.

[Myaxx]: To be fair, that's why I left the planet in the first place.

Ben smirks.

[Myaxx]: We're called Chimera Sui Generi. Also, this conversation never happened.

Ben moves his finger across his lips, making a zip motion.

[Ben]: So, with Azmuth gone, who's gonna govern the planet?

[Myaxx]: There have been rumors that an oligarchy will take over.

[Gwen, offscreen]: Speaking of fathers...

Startled, Ben and Myaxx turn around to see Gwen a few feet behind them, with Azmuth's father walking past her.

[Ben]: Retaliator.

[Retaliator]: That's not my real name, you know.

He walks towards Ben.

[Retaliator]: It's Trigonaube.

He walks past Ben and looks up at his son's statue.

[Trigonaube, turning around]: Ben, I know I'll never be able to replace the brilliance that was Azmuth, but if you ever need help with your Omnitrix-

[Ben, correcting him]: -Infinimatrix.

[Trigonaube]: You know where to find me.

[Myaxx]: Same goes for me.

[Tetrax, walking towards the group]: And me.

[Ben]: Hey, Tetrax.

[Tetrax]: That was a good speech, Ben. I'm sure Azmuth would agree.

[Ben, solemnly]: Thanks.

An awkward silence falls over the group, interrupted by Ben clearing his throat.

[Ben]: So, what are you guys gonna do now?

[Myaxx]: I dunno, I'll probably have to leave sometime, but for the time being I'm staying here to make sure the Azmuth Museum is done right.

[Tetrax]: Me too.

Myaxx looks at him in confusion.

[Tetrax]: I don't have anything better to do, anyway.

[Myaxx]: Okay, then.

Kevin and Max walk towards the large group. Kevin stands next to Gwen.

[Kevin]: Can we leave now? This whole funeral really weighed me down.

Gwen elbows him.

[Max]: No, he's right. We shouldn't be sad for Azmuth's death, we should be happy for what he accomplished in life.

[Ben]: Wow, talk about inspirational.

Azmuth's Lab
Eraitla 15, 200016, 1:30 PM Galvan Time

Cut to the exterior of Azmuth's lab, where the Rust Bucket 3 is there, ramp down, indicating the ship is turned on. Ben is outside the ship, indicating Gwen, Kevin and Max are already in the ship.

[Myaxx]: How's the Infinimatrix?

[Ben]: I haven't used it yet. Been waiting for the right time, I guess.

[Myaxx]: You're gonna like it, I'm sure of it. The boss tailored it to your liking.

Max peeks through the opening of the ship.

[Max]: Ready to go, sport?

Ben nods.

[Trigonaube]: Well, I suppose I should get to work now.

[Ben]: Yeah, I guess I better head home too.

He walks up the ramp.

[Tetrax]: Take care of yourself, Ben.

[Ben]: Thanks.

Ben waves goodbye at the three as he walks into the ship and the ramp folds back. The Rust Bucket 3's support beams retract and the ship gets ready for take off, zooming off.

Outer Space
Date, hour Timezone

We cut ahead to the Rust Bucket 3 in outer space. Ben is sitting at a back passenger seat, head rested against the window, looking out. Kevin is piloting the ship with Gwen at the front passenger seat. Max is at the other back passenger seat. Ben sighs.

[Ben]: Do you think I could've stopped it?

[Kevin]: Hm?

[Ben]: I just feel like all this is my fault. If I never took off the Ultimatrix-

[Gwen]: -But you wanted to take it off, didn't you? You wanted to have a normal life. That wasn't your fault. You needed a break.

[Ben]: I just wanted to enjoy life without worrying about alien invasions or how to survive on three hours of sleep, but if I didn't take it off, I could've saved him.

[Max]: You can't change the past, Ben.

[Kevin]: Dude, just get over it. You got your time off, Azmuth died, you can't do nothin' about it. End of story.

Ben sighs in frustration.


Ben's House
September 18, 2012, 1:23 AM EDT

We see a shot of Ben's room from two years ago. It is late at night and the door is closed. All we can make out is an unmade bed and a floor littered with smoothie cups and action figures. The door opens, letting a bit of light into the room. We then see 16-year old Ben, wearing his Omniverse clothes, entering the room and closing the door. He plops onto the bed with his head buried in the pillow. Suddenly, a flash of blue light illuminates the room, coming from the end table next to Past Ben. Past Ben sits up and turns the lamp on. As it fades, Past Azmuth stands in its place.

[Past Ben]: What are you doing here so late... or early?

[Past Azmuth]: I believe I have a right to check on my creation, Benjamin. I trust you're satisfied, yes?

[Past Ben]: Don't you already know? You monitor me through the watch, right?

[Past Azmuth, smiling]: Humor me.

[Past Ben]: This thing keeps turning me into the wrong alien.

Past Azmuth shakes his head in disappointment.

[Past Azmuth]: Why must you humans be so impatient? Using the Ultimatrix properly requires patience, Ben.

[Past Ben]: Not so easy when I'm about to be pummeled. I need to turn into who I want, when I need them.

[Past Azmuth]: You'll get used to it.

[Past Ben]: But-

[Past Azmuth]: (chuckles) I believe you're already on the path to your glorious future.

He winks at Past Ben.

[Past Ben]: Glorious fu-

Past Azmuth teleports out in a flash of blue light.

[Past Ben]: -ture? (groans) I hate it when he does that.

He lies down and looks at the ceiling, then at the Ultimatrix, then smiles.


Plumber Headquarters
January 27, 2014, 12:43 PM EDT

We skip ahead a few hours. We see the entrance of the parking bay open, making way for the Rust Bucket 3. Plumbers walking around look at the ship in awe. The ship lands at the side, towering over the smaller ships. It powers down and the support beams come down, followed by the ramp. Ben, Gwen, Kevin and Max walk out of the ship. Kevin takes out his keys and presses a red button. The ramp retracts and the ship makes a clicking sound, locking.

[Ben, to Gwen and Kevin]: So, how different are the Plumbers since Grandpa and I retired?

[Gwen]: Let me show you.

We cut ahead to see Ben, Gwen, Kevin and Max in the elevator, which stops in the main hub of the headquarters. They walk out of the elevator. Surrounding Plumbers look at Ben and Max. Magister Patelliday walks up to them.

[Magister Patelliday]: It's been a while since you've been here, Ben. Good to have you back!

[Ben, smiling]: Good to be back, Magister.

[Magister Patelliday]: Anything I can help you with?

[Gwen]: Any idea where Zack is?

He points to the large screen in the middle of the hub, where a young Caucasian man with brownish-blonde hair in a Plumber suit is checking the criminal database.

[Gwen, as the group walks in that direction]: Thanks.

As they reach Zack, he turns around.

[Zack]: Gwen, Kevin, what's- Magister Tennyson? (notices Ben) And Ben Tennyson? Didn't expect to see you guys here.

Ben shakes his hand.

[Ben]: Nice to meet you.

[Zack]: Heard you were back in business.

[Ben]: Yeah, I am. I think I've seen you a few times, back when I had the Omnitrix.

[Kevin]: Dude, he's a Magister now. He's in-charge of Bellwood's Plumbers.

[Ben]: Wha- Whoa! I had no idea!

He bows awkwardly.

[Ben]: Nice to meet you, Magister.

[Zack]: Oh, don't worry. 'Zack' is fine.

[Max]: Zack is the youngest person to be in-charge of a group of Plumbers in a sector. He's only 22, too.

He pats him on the shoulder.

[Ben]: What's it like being in-charge of... (looks at the Plumbers in the hub, doing their thing) all this?

[Zack]: It's a lot of pressure, but I feel honored.

[Ben]: I guess with me around, that'll change. The pressure, I mean.

[Zack]: Hopefully.

[Ben]: Wait, Grandpa, if you're retired, who's the new Magister of Earth?

[Max]: He operates the Mount Rushmore base.

[Ben]: Oh.

[Gwen]: Hey, Grandpa, Kevin and I are gonna go train. Are you gonna stick around?

[Max]: For a few hours, yeah. After that, I'll be leaving town for a while to visit your Great Aunt Vera.

[Ben]: Any updates from the doctor?

Max shakes his head.

[Gwen]: Training can wait. We'll spend time with you before you leave.

[Max, waving his hand]: Nonsense. You kids go, I'll call you before I leave so you can see me off.

[Gwen]: Alright. See you later.

Gwen and Kevin walk off. Ben looks at them, then at Max, before following them.

[Ben]: Wait up!

Pete Za's Pizza
January 27, 2014, 1:03 PM EDT

We focus on an alley with large trash bins next to a restaurant with a stylized sign saying 'Pete Za's Pizza'. The backdoor of the restaurant opens, leading out to the alley. A thin busboy in a white apron comes out, carrying a black bag of trash. He walks towards a bin and opens the lid. We see through his eyes as a swarm of wasps fly right at him.

[Busboy, dropping the bag of trash and falling to the ground]: Aaaaah!

We return to normal view as the camera focuses on the bin. Clancy jumps out from within the bin, insects crawling all over him. He takes a deep breath and walks past the busboy as he stops screaming. Walking out into the open, he raises his arms as insects start to fly and crawl towards him on all fronts. The camera focuses behind him as the door of the restaurant opens. A middle-aged man with a semi-bald head in dark clothes comes out, presumably the manager.

[Manager]: What's taking so-

He looks down at the ground and notices the busboy's body covered in wasps. Scared stiff, he then looks at Clancy, who doesn't look back, before running back in, closing the door behind him.

Plumber Headquarters
January 27, 2014, 1:29 PM EDT

We see Ben and Kevin from the back. They are in a small room with blue walls, by a control panel below a window looking into a large white room; the simulation room, where Gwen, with some sort of headset on, is fighting something with her mana. We zoom into the simulation room as the scene changes to the exterior of Hex and Charmcaster's tower, where Gwen is on the ground, looking above as Charmcaster (or rather, a simulation of her) hovers in the air. Gwen's headset seems to have disappeared.

[Charmcaster]: Turbo!

Large swirls of magenta-colored wind come out of her hands, lifting Gwen into the air, the same height as Charmcaster.

[Gwen]: (grunts) Adfishio Potentia!

Struggling, she aims her hands at Charmcaster as multiple blasts of mana hit her, sending her falling to the ground with a thud. The swirls of wind holding Gwen up disappear in an instant. Gwen creates mana steps as she walks on the air, gradually landing on the ground, in front of Charmcaster. Charmcaster tries to get up, to no avail.

[Charmcaster]: What gives? That really-

[Gwen]: Stingu Invisibus!

She raises her arms as three large chunks of rock from the ground around her hover around Charmcaster, having a fuchsia glow.

[Charmcaster]: What are you doing?

The rocks are about to crush her, when the simulation suddenly fades. Gwen's headset reappears as we are brought back to the real world.

[Ben]: Whoa, Gwen!

[Gwen, removing the headset from her head]: (slightly annoyed) I was almost finished.

We zoom out to show Ben and Kevin in the frame, looking through the window.

[Ben]: Yeah, almost finished killing her! That was brutal, Gwen. You okay?

[Gwen]: I'm fine, Ben. That was just a simulation. I'd never actually do that in real life. I'm training for the worst case scenario.

[Kevin, to Ben]: She almost took down Albedo once.

Ben's eyes widen in shock.

[Ben]: Wow, your powers are really getting good! You need to step up your game, Kev.

[Kevin]: Pfft, as if you could do any better than Gwen.

[Ben]: Just watch me.

The Infinimatrix beeps.

[Infinimatrix]: Incoming voice call from Max Tennyson.

[Ben]: How'd this thing sync to Plumber badges so quickly? I've only had it for a few days.

The Infinimatrix continues beeping.

[Ben]: Uh, accept call.

Max's voice comes through the phone.

[Max]: Ben, you there?

[Ben]: Yeah. You do realize I have a smartphone, right?

[Max]: Of course I do. That's how I called you in the first place.

Ben looks at Kevin, who shrugs.

[Max]: Clancy was just spotted outside Pete Za's Pizza.

[Kevin]: Ya sure? He's been layin' low for a few years.

[Max]: It's all over the news.

Gwen walks out from the door next to the control panel.

[Ben]: Any idea where he's heading?

[Max]: News says east, towards City Hall, based on his sightings. Police have tried to take him down, no luck.

[Ben]: Alright, we'll take him down.

[Max]: I know you will. Max out.

The Infinimatrix beeps, signalling the end of the call.

[Gwen]: Who's it this time?

Bellwood City Hall
January 27, 2014, 1:48 PM EDT

We see Clancy walking towards City Hall, a large white building with a nicely-decorated front garden. The American flag hangs at the very top of the building. Two male guards in armor are standing by the door, guns in hand. Citizens around the place begin running away in fear, as the camera focuses on the aforementioned guards, realising who they’re up against.They both open fire at him, as the scene changes to slow motion and focuses on Clancy. He holds his hands out. A large swarm of insects collects in front of Clancy, getting hit by the guns' bullets. We return to normal speed as the guards are shocked.

[Guard 2]: No wonder the cops couldn't handle this guy!

Clancy smirks as his clothes rip off. His skin becomes darker and hard brownish-green armor (similar to that of a cockroach's exoskeleton) grows on his chest and spreads to his arms and torso. His fingers become longer and sharper and his ring and pinky fingers both disappear. The camera zooms into his face as his hair disappears, being replaced by the same armor as his chest. His eyes turn yellow and his pupils shrink as his eye stalks grow longer. Two antennae grow from his head and two small legs pop out from the sides of his abdomen. Large insect-like wings emerge from his back, completing the transformation. Clancy, now in his insect form, opens his mouth wide, firing a large blast of insects at the guards. The blast divides into two, attacking each guard individually. Clancy walks past the guards, smirking.

[Clancy]: Do me proud, my brethren.

He walks through the sliding doors of the hall. We focus on the guards as their screams are muffled by the insects. They get louder and shorter, before stopping gradually. We skip ahead a few minutes later, where Kevin's car pulls up in front of the building. Ben, Gwen and Kevin get out of the car. Kevin grabs his keys and presses a button to lock the car, while Ben and Gwen slowly walk towards the guards, covered in stings. Only a few insects are left, crawling around the guards. Ben inspects Guard 1. Gwen stands at a distance, wincing in disgust.

[Ben]: Think they're still alive?

[Kevin]: You've got more important things to deal with. Go in and take Clancy down. Gwen and I'll stick around to see if we can help the victims.

Ben nods and gets up before running through the sliding doors of the hall.

[Kevin]: Think you can heal 'em?

[Gwen]: I can try, but from the looks of it, they're as good as gone.

She kneels down, closes her eyes and holds the guard's hand.

[Gwen]: Erotres Lae!

She opens her eyes, which are now glowing fuchsia. She tightens her grip on the guard's hand, but nothing seems to be happening. She tries to concentrate even more, grunting.

[Kevin]: Whoa, Gwen!

He pulls her away from the guard. Her eyes return to normal.

[Gwen, shaking her head]: He was gone before we got here. (gets up and looks at the other guard) Him too. I'm sorry, I... I can't bring back the dead.

She hangs her head.

[Kevin]: There are still lots of other people inside. Maybe they're still saveable.

[Gwen]: You think so?

[Kevin]: Worth a shot, right? I'll stay here and call the cops. You go in.

Gwen runs into the hall as the camera pans upwards, showing Ben running in the third floor, running down the hall. The camera is positioned in front of him to show city staff and a few guards lying on the floor behind him, unconscious. The camera rotates behind him to show him finally reaching the office, where guards are on the floor, with insects crawling around the room and around Clancy, who is holding Mayor Clint, a middle-aged man with balding black hair in brown formal clothes. Ben rushes into the room.

[Ben]: Hey, freak!

[Clancy]: You!

[Ben]: We can do this the easy way or the hard way, man. Let the mayor go and I'll tell the police to reduce your sentence.

[Clancy, mocking Ben]: No can do, "man".

Ben hurriedly twists the dial of the Infinimatrix. Its core pops up, showing a green 3-D hologram of Gutrot. On impulse, Ben slams his palm down on the core and is engulfed in green light. When it fades, Gutrot stands in his place.

[Gutrot]: Gutrot!

He lunges at Clancy, tackling him to the ground, making him let go of Mayor Clint, who runs off, screaming.

[Clancy]: No!

Gutrot tries to punch Clancy, but the latter grabs his arm. Clancy opens his mouth, firing a blast of insects at Gutrot, blinding him. He wipes off the insects from his face. Clancy headbutts him with great force, making him hit the wall. Gutrot holds on to the wall, in pain. Clancy gets up and wipes dust off him. He takes a deep breath and then exhales, his mouth opening much wider than before, releasing a swarm of wasps which hit him. Gutrot bursts through the wall, landing on the garden with great force, causing some dirt to fly into the air. Nearby, Kevin, surrounded by a few city council people, notices Gutrot and runs towards him.

[Gutrot]: Help t-the mayor.

[Kevin]: You sure you don't need any-

[Gutrot]: He's the priority. I got this.

Kevin runs off as Gutrot slowly gets up, shaking his head. Shortly after, Clancy flies through the hole in the wall of the building and lands on the ground, facing Gutrot.

[Clancy, smirking]: I never did get my revenge for what you did to me all those years ago.

Gutrot closes his eyes, concentrating.

[Gutrot]: Here we go.

Yellow gas emerges from the nozzles on his body. The gas spreads and the insects around Clancy start flying in the direction of the gas. Clancy reverts to his human form as the last of the insects leave him.

[Clancy]: No, no, no! How did you do that?!

[Gutrot]: Pheromones. Bugs like 'em way more than your B.O.

A brunette female police officer in her 30's arrives and quickly cuffs Clancy.

[Police Officer, dragging him away]: You are under arrest for destruction of public property and assault. You have the right to remain silent. Anything you say or do will be used against you in-

[Clancy]: -This isn't over, boy. We will avenge my grandfather!

[Police Officer]: Move it.

Clancy is dragged away from the scene, as Gutrot reverts back to human form in a flash of green light. He runs towards the city hall's entrance, joining Gwen, who carries people safely out the building on mana platforms and Kevin, who puts the phone inside his pocket.

[Ben]: That knocked off some of my rust.

[Kevin]: Good to hear that, Tennyson. I was afraid I'll have to do all the dirty work now.

[Gwen, glaring at Kevin]: Kevin, Ben, a little help?

Ben and Kevin sigh and tend to some people who are lightly injured. A short montage is shown as ambulance sirens are heard, with two of them arriving on the scene, paramedics immediately exiting the vehicles, telling bystanders to step aside. They pull out stretchers and carefully put injured civilians on them, putting breathing masks on some of them, while others do a check-up on some visibly shaken victims, including Mayor Clint. The montage ends.

[Ben, watching]: This went too far. I should have been here earlier, stop Clancy before he harmed anyone. First Azmuth, now this...who knows what's gonna happen next and I'm too late to stop it.

[Gwen, putting her hand on Ben's shoulder]: Look, Ben, blaming yourself for what you couldn't have done won't help. I wish those guards back there were still alive and breathing, but... What I mean is, you can't be anywhere all at once, you realize that, right? People all around the world get hurt and this isn't gonna stop anytime soon. But we can do our very best to ensure that while we are around, it won't happen.

[Kevin]: What she said, Tennyson. Plus, we have your back.

[Ben, rubbing the bridge of his nose]: Yeah, you're right. It's just, all these things going on lately, I'm thrown out of the loop. Thanks, guys, really. You're the best friends anyone could ask for.

[Kevin, patting Ben's back]: Anytime, Tennyson.

Ben notices a crowd surrounding them, mostly teenagers. Ben, feeling uneasy, steps back.

[Ben]: Uh...

The crowd starts to clap and cheer for Ben and his team.

[Boy 1]: Great job, dude!

[Girl 1]: Welcome back, Ben 10!

Ben shyly smiles.

[Ben, looking at the damaged City Hall]: So, how are we gonna fix the damage?

[Gwen]: Oh, I got that covered.

She jumps in the air, forming a mana platform below her. Her eyes glow fuchsia as she stretches her hands out, glowing fuchsia as well. Debris starts hovering in the air, glowing fuchsia. With a grunt, she jerks her hands forward, as the debris readjusts, fitting back into their original place, the most obvious one being the wall of the mayor's office, which fixes itself into place perfectly. The crowd cheers once again. Gwen lowers herself to the ground as the glow in her eyes and on her hands disappears.

[Ben]: This is the second time you've surprised me today. I didn't know you were this good.

Max's Diner
January 27, 2014, 3:35 PM EDT

We pan down from above to show the Rust Bucket 2 opposite the diner. The DX Mark 10 and Kevin's car are parked nearby. We zoom in to show Ben, Gwen and Kevin talking to Max by the door.

[Gwen]: Grandpa, how long will you be gone? You sure you don't need us to come with you?

[Ben]: Yeah, Grandpa. If you want, I can come with you.

[Max]: Guys, I'll be fine. I'll just be taking care of Vera. If I need help, I'll call. Besides, Bellwood needs you.

[Ben]: What about the diner?

[Max]: It'll be closed 'til I get back.

[Ben]: Okay. Call us if there are any updates, okay?

[Max]: Bet on it.

Max walks into the Rust Bucket 2 and waves at the three, closing the door. They step back as the RV's engine starts. Max drives off, picking up speed, until he's out of sight. The three look on for a few seconds.

[Gwen]: So, smoothies? (looks at Ben) You did just come out of retirement.

[Ben]: Actually, and I really can't believe I'm saying this, I have to pass. I have homework to catch up on. Guess that's what I get for missing school.

He backs up a little.

[Ben]: You guys can go by yourselves, though.

Gwen frowns as Ben approaches his car. Gwen faces Kevin.

[Gwen]: Guess it's just you and me, then.

[Kevin]: (chuckles) Yeah, about that...

They walk towards Kevin's car, parked by a fire hydrant. Kevin opens the passenger door and Gwen slips in, buckling her seatbelt.

[Kevin]: I'm not feelin' too well.

He closes the passenger door and walks towards the driver's door, opening it and getting in.

[Kevin]: I'll just take you home.

Gwen nods and turns to face the window, looking out. Kevin raises an eyebrow before closing the door. We cut a few minutes ahead, Kevin's car is at a red traffic light. We zoom in and see that Gwen is still actively avoiding eye contact with Kevin.

[Kevin]: Hey, Gwen, is somethin' bothering you? I know you really wanted to get smoothies, but-

Gwen turns to face him, giving him a cold glare.

[Kevin]: Oh, no. You're giving me the look. Did I do somethin' wrong? 'Cause I'm totally clueless here.

The traffic light turns green and Kevin speeds up a little, constantly shifting between looking in front of him and looking at Gwen.

[Gwen]: (sighs loudly) Remember the day we met up with Ben at Grandpa's diner? The day Azmuth... you know.

[Kevin]: Yeah. (clears throat) Go on.

[Gwen]: I sensed someone else's mana on you. Someone I don't know. And what's even more suspicious is that you didn't pick me up from school that day. I didn't wanna bring it up then, but I know there's something you aren't telling me.

Kevin's expression tenses.

[Kevin]: It's personal.

[Gwen]: Personal?! We've been together for more than two years and you still don't trust me enough?

[Kevin]: It's not about trust!

We see the car entering Gwen's neighborhood before getting back to the conversation.

[Gwen]: Then what? Are you dealing again? On some secret mission?

[Kevin]: Look, I'd tell you what happened and where I'm going, but a man's gotta have secrets.

[Gwen]: So you were dealing.

[Kevin]: No, I- Ugh! I was playing basketball with a few friends and... things went out of control. Collin got hurt... I'm going to go visit him.

[Gwen]: There, was it that hard?

The car pulls up at Gwen's house. She unbuckles her seatbelt.

[Gwen]: I know you're really secretive about certain things, but sooner or later you're gonna have to face your fears. You need to trust me.

She opens the door and gets out, walking towards the front door.

[Kevin, rolling his eyes]: Wait.

Gwen stops in her tracks and turns her head slightly.

[Kevin]: We were attacked that day, by people I've been tryin' to forget, my... my old gang.

Gwen turns around fully and crosses her arms.

[Gwen]: Mhm.

[Kevin]: (sighs) Get in, Collin'll prove it to you.

Gwen walks towards the car and gets in, closing the door.

[Gwen]: Your old gang, how did you meet them?

[Kevin]: I'll tell you later, I promise. Right now, I have more important things to deal with.

Ben's House
January 27, 2014, 4:08 PM EDT

We see Ben at his desk in his room doing homework. A stack of books is next to him. Ben's head rests on the surface of the desk, clearly bored.

[Ben, in his head]: I'll never get this done.

He looks at his wrist and realizes he has the Infinimatrix. Straightening his posture, he smiles and twists the dial. He scrolls through a few holograms, namely Four Arms, Grey Matter, and Ghostfreak, before XLR8's hologram appears. He slams his palm on the dial and is engulfed in green light.


Ben slams down the Infinimatrix dial and is engulfed in a green light. As the transformation track begins playing, Ben hovers in a dark green background with light green bubbles pulsating rapidly behind him. Ben's eyes turn fully green, becoming oval-shaped, and his lips turn black. His hair disappears and a black helmet forms around his head. A white stripe runs through the middle of the helmet. His skin turns blue and his fingers fuse together in sets of two, forming two sets of fingers. His thumb and fingers stretch out while turning black, forming three claws. Ben's back curves as two spikes protrude out of it, while also forming a black tail with five blue stripes at his rear. His clothes change, becoming a black suit with a white middle and a green arrow underneath it. As the suit envelopes his legs, his feet change as his toes merge into two and become sharper. Two black balls form under his feet. Finally, the Infinimatrix symbol pops out of his chest as he poses, completing the transformation.

[XLR8]: XLR8!

He notices the spikes on his back.

[XLR8]: Spikes? Cool.

In seconds, he flips through the stack of books, writing on them, one after the other.

[XLR8, putting his pen down]: Done!

He runs towards his bed and plops down on it, reverting back to Ben in a flash of green light. He grabs the TV remote from the end table and presses it, turning on the TV. Harangue Nation is playing. A small picture of Pick-a-Power is on the top right of the screen next to Will.

[Will]: ...when he saved Mayor Clint from being killed by what the public has dubbed the "Bug Guy".

[Ben, sarcastically]: Oh, boy. Just in time.

[Will]: Ben Tennyson, or as people call him, Ben 10, was responsible for countless offenses about two years ago, when his identity was revealed to the world. He retired a while ago, leaving his co-conspirators to continue his (makes air quotes) "legacy". But now, now he's come back! Why? For all we know, he sent this Bug Guy to kill the mayor, then showed up, just to get glory for saving his life! In any case, the world is better off without Ben 10.

Will's phone rings.

[Will]: (softly) Uh, sorry. Just one sec...

He awkwardly pulls out his phone and answers it.

[Will, gritting his teeth]: (softly) I'm in the middle of a show. (eyes widen) What? No, that's impossible. O-Okay.

He hangs up.

[Will]: We've just received intel that Mayor Clint has chosen to step down from his position of Mayor. We are unable to give you the full story at this time, but it's undeniable that Ben 10 had something to do with this.

Ben shakes his head in annoyance.

Bellwood General Hospital
January 27, 2014, 4:30 PM EDT

Gwen and Kevin are walking down the hallway, with nurses and doctors walking up and down it as well. Gwen and Kevin walks towards Room 536. Kevin opens the door and Gwen walks through before him. The room is rather small, with one bed with Collin (mostly covered in bandages) on it and an end table next to it. A TV is attached to the wall. There is another door in the room, leading to the bathroom, presumably. There is a needle in Collin's hand, attached to a bag of liquid above him. There are two plastic chairs by the right side of his bed, near the main door.

[Collin]: Kevin?

[Kevin, closing the door]: Hey, how're you feelin'?

[Collin]: Pretty good. The doctor says I'll be able to go home tomorrow.

[Kevin]: Awesome.

Collin looks at Gwen, who looks startled.

[Collin]: You okay?

[Gwen]: (blinks a few times) No, I- I'm fine. Who did this to you? You look terrible.

[Collin, sarcastically]: Gee, thanks.

[Gwen]: No offense.

[Kevin, to Gwen]: Told ya.

[Gwen]: So, you wanna tell me what happened or am I gonna have to ask?

Kevin looks at Collin, who sighs.

[Collin]: Alright, here's how it went down.

Kevin pulls the plastic chairs towards the bed and gestures for Gwen to sit on one, which she does. Kevin sits on the other one.

[Collin]: We were playing basketball at the park, and then these guys in dark clothes showed up. One of them said he wanted Kevin to (makes air quotes) come back.

He lowers his arms, wincing in pain.

[Kevin]: Careful, man.

[Collin]: Thanks. Anyway, Kevin told us to leave, but I stayed and tried to fight 'em. I got punched a lot, and one of them shot me with some kinda gun-

[Kevin]: -Laser lance. Must've been a lower-end model if it didn't kill you.

Gwen's eyes widen.

[Collin]: Right. So, anyway, I blacked out. I woke up here a few hours later, and Kevin was right by me.

[Kevin]: I had to get him checked in and stuff. That's why I couldn't pick you up from school. I know I probably should've called, but... (trails off)

Gwen's cheeks turn red in embarassment.

[Gwen]: I'm sorry I doubted you. I should've known.

[Kevin, touching her hand]: It's okay. I can see why you did.

[Collin]: (coughs awkwardly) You guys wanna watch some TV?

[Gwen]: Sure.

West Bellwood
January 27, 2014, 7:30 PM EDT

The scene cuts ahead some time later, to show the dark blue night sky with clouds littering it. The camera pans down to show Kevin's car moving down a road. The camera zooms in to show Kevin driving, looking ahead, and Gwen in the passenger seat.

[Kevin, turning his head slightly to look at Gwen]: Hey, just so you know, I meant what I said earlier. I'll tell you everything eventually. It's just that I've been wanting to forget all that. You know my life was horrible before I escaped the Null Void.

[Gwen]: I know that. I just thought you trusted me enough to confide in me. You're not alone in this.

She puts her left hand on his shoulder. Kevin turns his head more to face her.

[Kevin]: Yeah. (pauses) I'm sorry for not tellin' you the truth.

[Gwen]: I'm sorry for overreacting. I had no idea things with Collin got so bad. Let's just... promise to move past this and be open with one another.

[Kevin]: Yeah... I'll try.

Kevin turns away, now focusing on the road ahead of him.

[Kevin]: Alright, that's enough sap for today.

Gwen rolls her eyes.

Mr. Smoothy Store 4
January 27, 2014, 9:32 PM EDT

We zoom out from the Mr. Smoothy sign to show Mr. Smoothy Store 4, a large compound with a parking lot and a blue building. We zoom into the interior of the store and see Ben sitting opposite Gwen by the window. Kevin is sitting next to her. The three of them are drinking smoothies. Ben puts his cup down and wipes off some orange substance from the smoothie off his lips with his hand. Kevin puts his smoothie cup down after slurping the last of it.

[Kevin]: You guys up for another round?

[Gwen, putting her cup down]: I don't think so. It's a school night and it's getting pretty late.

[Ben]: Hey, guys?

[Gwen]: Yeah, Ben?

[Ben]: I know I only put the watch on to honor Azmuth, but after all that happened today, I think...

[Gwen, grinning]: Say it.

[Ben]: (rolls eyes) I think people need me.

[Gwen]: Ha, see! I told you so!

[Ben]: If I didn't put the watch on, who knows what could have happened to the mayor?

Ben bows his head. Gwen's smile fades.

[Kevin]: Hey, who cares what could have happened? What matters is what happened. You saved him and people cheered for you. I mean, sure, that Harangue jerk still has it out for ya, but everyone else likes you.

[Ben]: (lifting his head) I guess. I just hope I get to retain some sense of normality after this, you know? That was one of the reasons I retired in the first place.

[Gwen, putting a hand on his hand]: The life of a Tennyson is never normal, Ben.

Ben smiles at her.

[Gwen, pulling back her hand]: You know what? Let's get those extra smoothies.

Ben smile widens.

[Ben]: Lamb for me.


Noteworthy Events

Major Events

  • Azmuth's funeral is conducted.
  • Galvan soldiers, Albedo, Magister Hulka, Professor Paradox, Tetrax, Gluto, Myaxx, Eunice, Blukic, Driba, Zennith, Trigonaube, Magister Patelliday, Clancy and Will, make their Protector of the Omniverse debuts.
  • Zack and Mayor Clint make their debuts.
  • Gutrot and XLR8 make their Protector of the Omniverse debuts.

Character Debuts

  • Magister Zack Taluno
  • Mayor Clint

Infinimatrix Alien Debuts

  • Gutrot (Protector of the Omniverse debut)
  • XLR8 (Protector of the Omniverse debut)

Minor Events

  • Albedo was imprisoned in the Null Void Incarcecon sometime before the events of the series.
  • The Retaliator's real name is revealed to be Trigonaube.


  • Ben Tennyson (18-year old and 16-year old selves (flashback))
  • Gwen Tennyson
  • Kevin Levin
  • Galvan Soldiers (first reappearance)
  • Albedo (first reappearance; cameo)
  • Plumbers
    • Magister Hulka (first reappearance; cameo)
    • Blukic (first reappearance; cameo)
    • Driba (first reappearance; cameo)
    • Magister Patelliday (first reappearance)
    • Magister Zack Taluno (first appearance)
  • Professor Paradox (first reappearance; cameo)
  • Max Tennyson
  • Tetrax Shard (first reappearance)
  • Gluto (first reappearance; cameo)
  • Myaxx (first reappearance)
  • Eunice (first reappearance; cameo)
  • Zennith (first reappearance)
  • Trigonaube (first reappearance)
  • Azmuth (flashback)
  • Mayor Clint (first appearance)
  • Collin Matthews


  • Clancy (first reappearance)
  • Charmcaster (simulation only)
  • Will Harangue (first reappearance; on TV)

Aliens Used

  • Gutrot (first reappearance)
  • XLR8 (first reappearance)

Spells Used

By Gwen

  • Adfishio Potentia
  • Stingu Invisibus
  • Erotres Lae

By "Charmcaster"

  • Tur-bo


  • Credits to Migster7 for the title of the episode.
  • The flashback scene is confirmed to take place a week into what would have been Omniverse, placing the start of that period around early September and the end of Ultimate Alien around the end of July to the end of August.
  • Originally, this episode had a fight scene with another villain which would have impacted the rest of the series in a big way, but it was removed due to reasons that cannot be explained at this time.