[Gwen]: You need to come to Undertown. There's a burning building. Even worse, it caused an explosion and there are innocent people up in Bellwood who saw it.

[Gwen]: There was only one survivor?

[Alien]: I'm not Ssserpent, but I'm positive he had something to do with this.

[Alien]: We used to be business partners. We started working together around the time Undertown came into formation. We had a falling-out a few years ago and he left.

[Molly]: Other companies and businesses also suffered a blow, but the weird thing is that those attacks were done in secret. Ssserpent must have wanted to make a big show of burning Kobura's company to the ground.

[Gwen]: Both literally and figuratively.

[Zack]: Which means he must have moles in those companies and businesses. He's been behind all those attacks.

A soft hissing sound is heard, accompanied by a small amount of smoke coming from the lid. The sound gets louder and more smoke comes out of the lid. Suddenly, the lid pops out of its place as a large explosion emanates from the hole. The camera pans out to show a red SUV driving through the explosion. The force of the explosion throws the car upward.

[Zack]: I repeat, we are under attack.

The Chief of Staff moves his right hand towards his face and removes an ID mask, revealing himself to be Ssserpent. Everyone in the room screams, except for Mayor Clint, who stays still, extremely nervous. Beads of sweat roll down his face.

The episode picks up where the last one left off, with Ssserpent standing in the Mayor's office, with everyone except Mayor Clint (who has an extremely terrified look on his face) screaming in fear. A male voice is heard from outside the door.

[Voice, muffled]: Hey, what's that?

The door opens abruptly, attracting the attention of everyone in the room. Two male guards in armor barge in, holding guns.

[Guard 1]: Hey, freak!

Both guards aim their guns at Ssserpent, who slithers behind Mayor Clint's chair, putting both hands on his shoulders.

[Ssserpent]: Ssshoot me and he diesss.

The guards look at each other before hesitantly lowering their guns.

[Ssserpent]: Thisss is preciousss. Look at your facesss. (chuckles)

The camera focuses on the other people in the room, staying close together out of fear.

[Secretary]: What did you do to the Chief of Staff?

[Ssserpent]: He hasss been... disssposssed of.

[Deputy Mayor]: You're behind this invasion, aren't you?

[Ssserpent, smirking]: Pleasssure to make yo-

The camera focuses on the window behind Ssserpent as it breaks into pieces. A red blur comes through and grabs Ssserpent, throwing him opposite the room, at the wall. The camera moves to show Jetray pinning Ssserpent against the wall, holding his wrists in place. Everyone looks at them.

[Jetray, turning to face them]: Go! Get out!

Everyone runs out, looking at Ssserpent as they do.

[Ssserpent]: Ah, nice to sssee you again.

[Jetray]: Do you know what you've done?

Jetray is about to punch him in the face, but Ssserpent manages to yank his left hand from Jetray's grip and slaps him hard across the face, causing him to stumble backward.

[Ssserpent]: Oh, yesss, I do know what I've done. A beautifully-crafted ssscheme if I do sssay ssso myssself.

He taps the orange circle on his belt. The camera rotates 360-degrees around Ssserpent as orange and silver armor grows around his body, spreading from his belt. It covers almost his entire body, except his face, hands and the end of his tail. Jetray regains his composure and grits his teeth as he looks at Ssserpent in armor.

[Jetray]: You stole that, didn't you? From Argit?

[Ssserpent]: Why go through the trouble of getting those pesssky Weapon Massstersss to make me sssomething when I can jussst sssteal and modify it?

Jetray squints.

[Jetray]: You're not keeping that.

A flash of green light engulfs him. When it disappears, Lodestar stands in his place.

[Lodestar]: Lodestar!

He emits a magnetic field at Ssserpent, who just stands there, unfazed. Lodestar grunts as he increases the field's intensity, with the whirring sound produced by it getting louder. Lodestar notices that Ssserpent is still unaffected, and stops emitting the field.

[Lodestar]: Aw, man. This is just like Harangue's robot!

Ssserpent smirks and raises his right hand. A small blaster comes out of the armor covering his wrist, shooting a large red blast at Lodestar, sending him flying towards the window he came in through earlier and out onto the path outside the building's doors. Lodestar gets up, grunting.

[Lodestar]: Well, it was worth a shot.

Ssserpent jumps from the window, flying over Lodestar and landing a few feet behind him. The blaster on his right wrist retracts into the armor. In a flash of green light, Lodestar transforms into Four Arms.

[Four Arms]: Four Arms! (smirks) Remember this guy?

Ssserpent growls. The camera shows an overhead view of the two for a second, as they charge towards each other. Four Arms raises his upper right arm, going in for a punch, but Ssserpent manages to grab it at the last second. Four Arms raises his upper left arm instead, only for Ssserpent to grab it.

[Ssserpent]: Not ssso easssy now, isss it?

Four Arms uses his lower arms to uppercut Ssserpent, causing him to let go of Four Arms' upper arms and stumble backward. Four Arms then kicks him in the stomach as Ssserpent falls to the ground a few feet away from Four Arms. Four Arms walks over to Ssserpent, cracking his knuckles.

[Four Arms]: Time to finish this.

As Four Arms gets closer, blasters emerge from the wrists of Ssserpent's armor, rapid-firing lasers at Four Arms. He closes his eyes and puts his upper arms in front of his face to shield himself. The lasers stop hitting Four Arms, and he lowers his upper arms and opens his eyes. He looks in front of him to see that Ssserpent is no longer there.

[Four Arms, looking around]: Wha-?

Ssserpent rises from behind Four Arms' left shoulder and hisses. Before he has a chance to turn around, Ssserpent bites into his shoulder.

[Four Arms]: Yeow!

Four Arms jerks forward in pain and holds his upper left arm to his shoulder, looking back to see Ssserpent standing there.

[Ssserpent]: It was nice knowing you.

A flash of green light engulfs Four Arms. When it fades, Spidermonkey stands in his place.

[Spidermonkey]: Spidermonkey! (makes monkey sounds)

[Ssserpent]: You're holding off the effectsss of the venom quite well.

Spidermonkey raises his tail and shoots a web at Ssserpent's mouth, inhibiting his ability to speak.

[Spidermonkey]: (snorts) I don't have it anymore. The Infinimatrix undoes this kind of damage whenever I change aliens.

Ssserpent grunts and rips off the web from his mouth.

[Ssserpent]: I'll have to keep that in mind next time, (chuckles) assssuming there will be one, which there won't.

Spidermonkey facepalms.

[Spidermonkey, in his head]: Spidermonkey's webs aren't holding him. I'm gonna need someone better.

As Ssserpent advances towards Spidermonkey, the latter presses his Infinimatrix symbol. He is engulfed in a green light. Ssserpent grunts and holds his arm in front of his face, shielding his eyes from the light. When it disappears, Ultimate Spidermonkey stands in his place.

[Ultimate Spidermonkey]: Ultimate Spidermonkey!

Ssserpent lowers his arm. Ultimate Spidermonkey splits his lower jaw in half and fires a stream of webbing at Ssserpent, covering him from the neck down. Ssserpent falls over as he struggles to keep his balance.

[Ultimate Spidermonkey]: Give up. You'll only make this harder for yourself.

[Ssserpent]: (grunts) That will make my victory all the more dessserved.

The camera zooms in on the webs trapping Ssserpent. The webs start to produce steam, as they slowly break apart and melt, falling to the ground. Ultimate Spidermonkey's eyes widen as Ssserpent gets up, no longer trapped. Suddenly, a loud whirring sound is heard. Ultimate Spidermonkey looks up to see two black helicopters in the sky, surrounding City Hall, with the words 'S.E.C.T' in yellow on the sides. The doors of the helicopters open and rope ladders come down from it, continuously extending as they reach the floor. A few agents begin to climb down from the ladders. With Ultimate Spidermonkey still distracted by the helicopters, Ssserpent's blasters shift into missile launchers. With a whirring sound, they power up. Ultimate Spidermonkey quickly drops his head to face Ssserpent, but it is too late, as Ssserpent lifts his arms and fires one missile from each missile launcher at the helicopters.

[Ultimate Spidermonkey]: No!

Ssserpent lowers his arms and shoots two more at Ultimate Spidermonkey, throwing him to the other side of the street as his back hits the wall of a building, creating a sizeable crater in the wall. Ultimate Spidermonkey grunts, falling into unconsciousness. The camera focuses on the S.E.C.T helicopters to show the missiles colliding with them, creating an explosion and causing the helicopters to fall from the sky. We see the S.E.C.T agents let go of the ladders as they fall to the ground at a high speed, shouting in terror. The camera tilts downwards to show the ground getting nearer to our view. Suddenly, parachutes open from the back of the agents' suits. The agents hold on to the harnesses as they slowly descend to the ground, on the streets surrounding the building. a few of them lie on the ground without getting up, while others stand up, appearing to be injured.

[S.E.C.T Agent 1]: H-Hands in the air, freak!

He and a few of the other S.E.C.T agents who aren't unconscious grab their guns from the back of their suits. They begin shooting at Ssserpent, who presses a button on the side of his headgear. A transparent visor falls, covering Ssserpent's face. The agents' shots hit Ssserpent's armor but do not damage it. One of the agents growls before taking a spherical device from his pocket, throwing it on the ground near Ssserpent. Before he has a chance to react, the device produces bright white light.


West Bellwood
February 2, 2014 6:38 PM

The scene cuts to Gwen running high in the air, mana platforms forming under her feet at every step. The camera tilts downwards to show many aliens of different species roaming around.

[Gwen]: Eradiko!

She stretches her hands out, firing several beams of mana at a few aliens, knocking them back. Hovering a little lower, she continues running as she creates mana whips and hits some of the aliens below her. As the whips disappear, she shoots a flurry of mana discs at the aliens. The camera zooms into a male member of Crashhopper's species in the army as he gets hit by a mana disc. He is thrown back, hitting a street lamp. As he lands on the ground, he rubs his head and looks to the sky to see Gwen running in the air, out of his view. The scene returns to showing Gwen running in the air. The camera pans down to street level to show a male alien with tentacles for arms, as well as on his back, of the same species as this one. The alien stretches his left arm towards Gwen's leg, wrapping his hand around it and yanking her down, causing the mana platform beneath her to disappear.

[Gwen]: Ahhhhhhhhh!

As she turns to look at the alien pulling her down, she rapid-fires mana blasts at the alien's face. The alien, caught off-guard, stumbles backward, letting go of Gwen. She falls to the ground on her front, grunting in pain. A few of the aliens gather around her, advancing towards her. She forms a mana dome around her to protect herself. Suddenly, a whirring sound is heard. Everyone looks up to see two S.E.C.T helicopters approaching the scene. Rope ladders come down from them and a group of agents climb down the ladders. The aliens express their annoyance by growling and shouting.

[Gwen, as a few of the aliens turn back to approach her]: Unsquiera Desperiot!

She releases a circle of fuchsia energy from her body, pushing a few of the aliens back. We see the S.E.C.T agents land on the ground a little ways away from Gwen, fighting off the aliens.


Gwen flies off

Landing on the ground, she fights off a few aliens using hand-to-hand combat. The Rust Bucket 3 arrives and Kevin comes down from it.

The Rust Bucket 3, on autopilot, helps out in the fight.

Aliens walk up to Kevin, preparing to attack them.

{Kevin:}: Uh, really? Do you want something?

Enlarging his fists, Kevin fights off a few aliens easily.

{Kevin}: Oh, wow. Didn't even put up a fight

We see the Plumbers and S.E.C.T fighting the army, before returning to Ben (now as Cannonbolt) fighting Ssserpent.

Cannonbolt is rolling off from object to object trying to hit Ssserpent, but the slippery snake keeps slithering away right before he hits him. Cannonbolt grabs a couple of trophies and curls back into a ball. He tries to roll down Ssserpent before jumping into the air and dropping the trophies onto him.

[Cannonbolt]: Got him, now to finish this off.

Cannonbolt, in ball form, jumps onto Ssserpent, breaking the floor beneath them into the ground, he continuously rolls on him before rolling off and reverting.


Noteworthy Events

Major Events

  • Lodestar, Four Arms, Spidermonkey and Ultimate Spidermonkey make their first reappearances.

Infinimatrix Alien Debuts

  • Lodestar (Protector of the Omniverse debut)
  • Four Arms (Protector of the Omniverse debut)
  • Spidermonkey (Protector of the Omniverse debut)
  • Ultimate Spidermonkey (Protector of the Omniverse debut)

Minor Events


  • Ben Tennyson
  • Gwen Tennyson
  • Kevin Levin
  • Mayor Clint
  • S.E.C.T

Aliens Used

  • Jetray
  • Lodestar (first reappearance)
  • Four Arms (first reappearance)
  • Spidermonkey (first reappearance)
    • Ultimate Spidermonkey (first reappearance)

Spells Used

  • Eradiko
  • Unsquiera Despariot


  • This episode and the last one, The Thrill of the Chase, was meant to be one episode, but it was split into two parts during production.
    • When it was still one episode, its working title was The Serpent's Temptation.
  • This episode and its predecessor went through several story changes during production.
    • In the first draft, Ssserpent would have teamed up with Vulkanus, Darkstar, Mot and Sploot to get revenge on Ben.
    • The second draft was much more similar to the final product, save for Ssserpent's backstory being changed to make him a human businessman who was turned into an alien.