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| Midnight Madness | A Change of Face | |
| Ben 10,000 (Episode) |
Prologue[]
| Speaker | Dialogue |
|---|---|
| In a riverside view of Mt. Rushmore, Ben and Gwen stand happily holding snacks as Max adjusts the Rust Bucket to set up camp. | |
| Gwen | I've got the marshmallows! |
| Ben | And I've got the graham crackers! |
| Gwen | We'll wait here while you get the firewood, so we can make s'mores. |
| Ben and Gwen side-hug each other, smiling ear to ear. | |
| Max | Now it is so nice to finally see you two getting along! I'll be back in a jiffy. |
| Ben & Gwen | Great! |
| Max picks up a hatchet and walks into the woods. The two watch him and wait until he's far enough away. | |
| Gwen | Is he gone? |
| Ben | Yep. |
| Ben & Gwen | (to each other; instantly changing demeanor) THIS IS YOUR FAULT! |
| Gwen | Grandpa only turns sixty once! |
| She gets angry at Ben digging into his box of graham crackers and shoves him to the ground. | |
| Gwen | (holding a sheet of paper in Ben's face) I had his party totally wired! |
| Ben | You chose his birthday wish? |
| Gwen | And how is he supposed to make one without a cake? That YOU were supposed to get! |
| Ben | Uh, excuse me? Full-time hero here. When do I have time to go get some dumb old cake? (getting up) You were supposed to do it. Anyway, it's no big deal. |
| Gwen | (serious) For Grandpa it is. |
| Ben | Fine! Play you to see who goes! "Rock, Paper, Scissors", on three! |
| Gwen | You are SO on. (smiling) You always lose. |
| The two start to play. | |
| Ben | One, two- |
| Before the final count, a yellow circular portal appears in the middle of the campground in front of them. | |
| Ben | Okay...this can't be good. |
| A masked woman flies out of the portal, wearing a blue hood and capes, and the five Charms of Bezel on her right arm. Ben and Gwen dive out of her way. | |
| Ben & Gwen | (grunting) |
| She then pivots mid air and dives after Gwen, grabbing her and heading back for the portal. | |
| Ben | GWEN! |
| Gwen | (screams) |
| Ben transforms into XLR8 and runs after her through the closing portal. Once the portal closes, the campground is silent. Max returns happily with firewood, but finds no one there. | |
| Max | Ben? Gwen? |
| Theme Plays | |
Act 1[]
| Speaker | Dialogue |
|---|---|
| The other side of the portal opens in a futuristic cityscape. As the mysterious woman exits with Gwen, she checks her arm and notices the charms of Bezel blinking as if they are draining. In the second that she looks away, XLR8 comes up in front of her and knocks her down, holding Gwen safely. | |
| Masked Woman | (skidding across the ground) Uh! |
| XLR8 and Gwen take a look around. The city is filled with aliens as well as humans. People talking, sitting in stores, walking around, riding on hoverboards. As XLR8 sets Gwen down, a girl on a hoverboard calls out to him. | |
| Pretty Girl | Hey, Ben! Looking good! |
| She blows him a kiss, then flies away. XLR8 waves back, but Gwen grabs his arm. Suddenly, two kids fly past them using jet boots. | |
| Teen | Yo, 'Ben 10K'! Keep up the awesome job! |
| XLR8 | (to Gwen) "10"-what?! |
| He and Gwen suddenly realize they're standing in the shadow of an enormous statue. It is of a bearded figure, though masked by shadows of the skyscrapers around it, standing proud with a gadget on their arm. | |
| XLR8 | Whoa! (reading inscription) "Hero of Heroes", "Ben Ten Thousand"! Is that really...me? |
| Suddenly, the statue base is blown apart and the figure comes falling down. XLR8 rushes Gwen out of the way. | |
| Gwen | More like "was you"! |
| Out of the smoke and dust of the statue, a rhino-like monster named Exo-Skull walks forward. | |
| Exo-Skull | Hey, Tennyson, "long time no see". |
| XLR8 | Do I know you? |
| Exo-Skull | (getting down on all fours) Prepare for my revenge! (He fires blue laser blasts from out of his horn.) |
| XLR8 | (running; dodging the blasts) Oh, yeah? Well, why don't you prepare to see why they call me "hero of"-! |
| Just as XLR8 runs toward Exo-Skull, the Omnitrix times out and Ben goes flying. | |
| Ben | Yaaah! (He smacks into Exo-Skull's armored chest, doing no harm to anyone but himself.) Ooh... |
| The beast walks up to Ben, completely overshadowing him. | |
| Ben | (looking up) Uhh, maybe we could talk about this...? |
| Masked Woman | (casting) Kemo Char! |
| The Masked Woman, still prone on the ground, blasts Exo-Skull backward by shooting several blasts of yellow mana from her hand. | |
| Exo-Skull | AAH! |
| Exo-Skull fires back with a laser blast, but the woman conjures a shield to bounce it away, then takes flight again. Quickly thinking, Exo-Skull sends a new projectile out from his horn. It opens up into an electrified net, which snags the woman and causes her to crash down and get zapped. Exo-Skull then turns to Ben and Gwen. The kids are defenseless and run for their lives as they barely dodge the laser blasts. All of a sudden, a white blur speeds in to help and starts beating Exo-Skull, punch after punch, cracking his armor and ripping off his horn. It then spins him around, causing him to collapse, ending the fight. | |
| Ben | Okay - will someone tell me what the heck's going on here? |
| The white blur runs past Ben and skids to a stop in front of him, revealing itself to be tall Kineceleran in a black and white bodysuit and with a curved, pointy helmet. | |
| Gwen | Is that XLR8...? |
| The Masked Woman joins this XLR8, throwing Exo-Skull's own net on him. XLR8's visor brightens and shows him a heads-up display, analyzing Exo-Skull. | |
| Adult XLR8 | (to the Masked Woman) Looks like the work of Animo. I'll run a DNA analysis back at headquarters. |
| He stares at the kids, who nervously giggle and wave. | |
| Adult XLR8 | And send them back. Now. |
| The Masked Woman nods. XLR8 turns to run away, but Ben blocks his path. | |
| Ben | Whoa. You're...me, right? And it looks like I'm new and improved! (getting excited; punching the air) This is so cool! - That I'M so cool! Did you say "headquarters"? I HAVE MY OWN HEADQUARTERS! |
| Adult XLR8 | I don't have time for this! |
| Ben | (XLR8 turns away and Ben again blocks him.) So, when can you catch me up on my other 9990 heroes? |
| Adult XLR8 | Hmm. How about... NEVER! |
| Ben is shocked by XLR8's harsh tone. XLR8 dashes away. | |
| Gwen & Masked Woman | You could lose the attitude, you know. |
| They both pause at having said the same thing and look at each other. | |
| Gwen | Wait a minute. You're...me?! Gwen?! |
| Masked Woman | (unmasking herself) Actually, I've been going by Gwendolyn since college. |
| Gwen | College? Ivy League?! Do I have a Master's?! |
| Gwendolyn | Look, I didn't bring you here to find out about your future. I came back to bring Ben. |
| Gwen | So...why nab me? |
| Gwendolyn | I remembered Ben's listening skills sort of stunk. Grabbing you was the only way I knew he'd come. |
| Gwen | So time travel's no big deal now? |
| Gwendolyn | You just need to know the right spell to create the right kind of portal. |
| Gwen | I know magic? How wicked is that! What else do I know how to do? |
| Ben grips his head in frustration. | |
| Gwen | Did I ever get my black belt? |
| Ben | Hellooo?! Forget you, this is about me! |
| Gwendolyn | He's right. |
| Gwen | Tell me I didn't grow up to start agreeing with "Mr. Dweeb" all the time? |
| Gwendolyn | Ben 10,000 needs his help. |
| Ben | I seem pretty tough. What could a cool superhero like me need anyway? |
| Gwendolyn | Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything. There's a crisis looming even he can't solve alone. |
| Suddenly, Gwendolyn’s cat-themed belt lights up and speaks. | |
| Belt Monitor | Danger alert. Sector 15-D. |
| Gwen | What's in "Sector 15-D"? |
| Gwendolyn | Fort DNA-X, Earth's massive genetic depository with DNA samples from across the galaxy. |
| Ben | Dr. Animo! That's the crisis, right? That's why I'm here! He made that robot-rhino dude, and now he's doing something else! It's time to give the doctor a double-dose of Ben-medicine! Come on, I'll give us a lift. |
| Ben attempts to activate the Omnitrix, but it has to recharge. | |
| Ben | Aw, man! Can't this thing power up faster in the future? |
| They are suddenly interrupted by the beeping of a vehicle. | |
| Gwendolyn | (gasps) |
| The vehicle pulls up to them and stops. Ben and Gwen get excited as they recognize it as the Rust Bucket, and it seems to have barely aged a day. The door opens and out steps an older Max, with his usual attire and a full beard. | |
| Old Max | Gwendolyn, I thought that was you! |
| Ben | (The kids pop out from behind Gwendolyn.) And us! |
| Old Max | (laughs) Well, I see someone finally figured out how to work their time portal. |
| Ben & Gwen | Grandpa! |
| The kids run up to Max and give him a hug. | |
| Old Max | Now this is what I call a great gift, seeing you two again. |
| Gwen | Don't you still see us? |
| Old Max | Well, I-I see Gwendolyn a lot. |
| Gwen | It's great seeing you, too! But the same shirt? Grandpa, it was twenty years out of style, twenty years ago. |
| Old Max | Hey! When you find a look that works...! |
| Ben | Grandpa, we need a ride. |
| Gwen & Gwendolyn | Fort DNA-X. (The two look at each other and smile.) |
| Old Max | Hop in! |
| They step inside the RV, and much of it has been modified, with computer panels and fluorescent lights everywhere. | |
| Ben & Gwen | WHOA, it's totally teched-out! |
| Gwendolyn | You ain't seen nothin' yet. |
| Max pushes a button and the RV transforms itself. Its grill-ram extends; its rear fins and thrusters fold out; and its jet exhausts fold out as well. Then, the RV starts floating, and its wheels fold up. | |
| Gwendolyn | Hit it, Grandpa! |
| The thrusters start to shoot out fire and the Rust Bucket takes off! | |
| Ben & Gwen | Woaaah! (The kids look out the window in amazement as they fly through the city.) |
| Ben | So, where do I sleep? |
| Gwendolyn | In your fancy headquarters, where else? You're too good to stay with us anymore. |
| Old Max | Guess you just have, um...other priorities. (Ben and Gwen look at each other somberly.) |
| The RV lands in front of a tall, twisting building and continues to hover on a landing strip. | |
| Old Max | Well, here we are. |
| The two Gwens run out. As Ben follows after them, he turns back. | |
| Ben | You coming, Grandpa? |
| Old Max | Oh, uh, no! No... You haven't needed my help for a long time. Just - make sure you say goodbye before Gwendolyn sends you back. |
| Ben nods and exits. As the door closes, Max's smile drops into a sad sulking. | |
| Ben | Time to go Four Arms and show Ben 10,000 where it all begins. |
| Ben slams down on the watch and instead turns into Stinkfly. | |
| Stinkfly | Aargh! |
| Gwen | Yeah, with you messing up again. |
| Stinkfly | (grumbling) |
| They head into the sector, where tube-like pods containing creatures shuffle around on a system of tracks. The gang move forward, but are interrupted by a sudden crashing sound. | |
| Adult Four Arms | (getting knocked through a wall) Aah! |
| Four Arms nearly lands on all of them. As he gets up, Stinkfly excitedly buzzes around him. | |
| Stinkfly | Hey, I was gonna go Four Arms, too! "Great minds must think alike"! |
| Adult Four Arms | I don't think so. Now go! |
| One of the pods suddenly lands at their feet. As they look to the hole in the wall from where it was thrown, a creature emerges from it. The body of an enormous albino gorilla stomps forward, with machinery integrated into its chest, all leading up to the top, where a glass dome houses the alive, disembodied head of Dr. Animo in a pool of blue liquid. | |
| Dr. Animo | No one's "going" anywhere! |
Act 2[]
| Speaker | Dialogue |
|---|---|
| Dr. Animo | I see you brought help! You're going to NEED it! For every one of your ten thousand heroes, I'll steal enough DNA to create TEN THOUSAND MONSTROUS MINIONS! |
| Four Arms readies himself, but Stinkfly flies in front of him and rushes Animo. | |
| Stinkfly | Oh, yeah? Think again. |
| Dr. Animo easily swats Stinkfly with his big gorilla hands, knocking him into Four Arms. Gwendolyn now faces him. | |
| Gwendolyn | (casting) Kemo Char! |
| Her magic bolt is perfectly reflected by Animo holding a ripped-off sheet of metal against it. Gwendolyn tries to shield herself as it flies back to her, but it still manages to knock her out of the sky. As Four Arms gets up, he pulls a piece of piping out of the floor and bends it around Stinkfly's tail, trapping him. | |
| Adult Four Arms | Stay out of my way! |
| Stinkfly | (struggling) Hey, you can't - I mean, I can't do that to me! |
| Four Arms and Animo run at each other. Four Arms lands the first punch; then Animo tries to slam him. Gwendolyn stands with her arms crossed and watches them fight. | |
| Gwen | (running up to her) Shouldn't we help or something? |
| Gwendolyn | No. He prefers it this way. |
| Stinkfly | (still trying to get free) Hey, I'm missing all the action! |
| Dr. Animo and the older Four Arms exchange blows. As Animo tries to hold him down, Four Arms uses Master Control to instantly transform into a spherical pufferfish alien whose spit pushes Animo away. Now as Diamondhead, he punches the ground, causing crystals to erupt out of the ground, encase Animo, and lift him in the air. Animo smashes out of the crystal and uses his height to rip a metal piece off the ceiling and smash it down on Diamondhead. Diamondhead quickly creates a cover of crystals to shield himself. As the smoke clears of Animo's attack, his smile drops when Ben 10,000 emerges on top of the metal piece as his Megawatt transformation. The little alien overflows the metal with electricity, shocking Animo and sending him reeling back. Animo tries to get up, but is met with the image of Cannonolt spinning right towards him. Animo crashes into a DNA pod and lays defeated. | |
| Stinkfly | Whoa! I rock! What do you call that water one? Loogie Man? Spitter? |
| Adult Cannonbolt | They're not pets. I don't name them anymore. (transforms into Four Arms) |
| Stinkfly | Awww, but that was half the fun! |
| Dr. Animo | (Coming to, he sees Four Arms in front of him, readying a punch.) AH! |
| Four Arms instead punches directly next to Animo, ripping cables out of the pod and quickly tying up Animo with them. | |
| Ultimos (VO) | Did we detect a cry for help? The Galactic Enforcers have arrived! |
| Sure enough, Ultimos, Tini, and Synaptak all teleport onto the scene, ready for action. Four Arms transforms into XLR8 and meets them. | |
| Adult XLR8 | Show's over, guys. |
| Ultimos | It's a big world, Ben. You could always save a couple of the bad guys for us, you know. |
| Adult XLR8 | What would be the point? But since you're here, how about bringing Animo back to the Null Void chamber for me. |
| Ultimos | (sarcastically) Yeah. Sure. Anything to help. |
| Meanwhile, Stinkfly finally times out while still pulling on his tail, and Ben is left pulling on his leg and nearly falling backwards. Before he does, XLR8 scoops him and Gwen up. | |
| Adult XLR8 | Gwendolyn, I'll meet you back at headquarters. |
| XLR8 speeds out of the room. Gwendolyn flies out as well, leaving the Galactic Enforcers to begrudgingly deal with Animo. | |
| Dr. Animo | (melodramatically) Guess you got me now. There's nothing I can do. (He chuckles to himself while eyeing a container marked "VX-0001".) |
| XLR8 runs Ben and Gwen back to headquarters, rushing through crowded streets, leaving dust clouds. | |
| Ben | So Animo's been around this whole time? |
| Adult XLR8 | He escaped a few years back. I wasn't sure if he was going to show his ugly face again. But now, it looks like he won't be a problem anymore. |
| A bystander's alien dog barks as they rush past them. | |
| Gwen | What about Vilgax? |
| Adult XLR8 | Last I saw of him, I left him in pieces. It wasn't pretty for anyone. 'Nuff said. |
| Ben | Whoa, I really need to lighten up. |
| Meanwhile, as the Galactic Enforcers remove Dr. Animo's restraints, a port on his mechanized chest suddenly releases a gas at them, quickly knocking them all out. Animo freely walks over to the container he was eyeing and rips it open. Inside are the mangled, stringy, nearly unidentifiable remains of Vilgax. Animo then adjusts the transmodulator antennae on his head to fire a beam at the remains. | |
| Dr. Animo | Mr. Vilgax...so nice you could rejoin me. |
| Skin and muscle quickly form over one of the limp hands, and one of the eyes starts glowing red. | |
| XLR8 and the kids arrive at the headquarters: a tall building with an Omnitrix faceplate at the top, just overlooking Mt. Rushmore. | |
| Ben | Whoa! This is my headquarters? Awesome! I must chill out here a lot. |
| XLR8 finally puts them down, their hair now completely frizzy, then rushes around the room, monitoring equipment. | |
| Adult XLR8 | There's no time. I'm always patrolling the planet. Thus, Ben has no need to hang out here. |
| Ben | Okay, tell me I didn't just say "thus." (He and Gwen pat down their hair.) Don't I have any fun anymore? |
| Adult XLR8 | You'll learn soon enough. Being me is not about fun. Now wait here for Gwendolyn, and don't touch a thing! |
| XLR8 rushes away to monitor a console. Ben immediately notices a hoverboard imbedded in a nearby wall and runs to it. | |
| Ben | Hey, look! |
| Gwen | He said not to touch anything. |
| Ben | Why should I listen to me? You never do. (He presses a button, activating the hoverboard.) Heeey! |
| He starts flying around. | |
| Ben | Yeah! Woo-hoo! Whoa-ho! (He knocks Gwen over.) Guess I should have told her to duck, huh? |
| Adult XLR8 | Get off that board, now. |
| Gwendolyn arrives through an elevator and sees Ben flying gleefully above XLR8 and spinning in circles. | |
| Ben | What? I don't even smile when I terrorize Gwen anymore? Hah, you're even worse than I thought! (stops spinning) Cool move, huh? Wanna race? |
| In the blink of an eye, XLR8 snatches the board out from under Ben, causing him to fall. | |
| Adult XLR8 | No! Those days are over. |
| Ben | Well, what I'm "over" is being a hero if this is how I turn out. I am such a JERK! |
| As Ben and XLR8 stare one another down, they are interrupted: | |
| Monitor | Danger alert. Sector 1-A Centric. Danger alert. Sector 1-A Centric. |
| Ben | What is it? |
| Adult XLR8 | My business, not yours! (to Gwendolyn as she lands next to them) Get the portal open and get them home! (running off) |
| Ben | Well, I'm not going. You brought me here for a reason, and I bet it's what's going on in Sector 1-A Centric. Is it far away? |
| Gwendolyn | It is sixty one stories below us. (gasps) The Null Void Projector! |
| Down in the room, Dr. Animo types away at a console, moving the large chamber in the center of the room. XLR8 quickly arrives and transforms into Diamondhead. | |
| Adult Diamondhead | (forming his arms into spikes) It ends now, Animo! |
| Vilgax | Oh, but it's only just beginning. |
| Vilgax steps out from the shadows, revealing his new body with bulky arms and chest. | |
| Adult Diamondhead | VILGAX! |
Act 3[]
| Speaker | Dialogue |
|---|---|
| Vilgax runs over to Ben 10,000, him dodging his blows before being knocked into and pinned to a wall through his back-spikes. As more punches are thrown Animo turns from watching to the huge device held in the room. | |
| Gwendolyn | (Shooting blasts of magic at the doctor.) Animo's trying to open the Null Void chamber. |
| Ben | ...And free everyone me and Grandpa ever captured! |
| Ben | (Seeing the fight occurring.) Vilgax?! He's mine. Take Animo. |
| Gwen & Gwendolyn | With pleasure.(The two run off.) |
| Ben selects the silhouette of Four Arms and slams the Omnitrix down. | |
| Upgrade | Aw! Aw man! |
| The fight is led outside, on the backdrop of Mt. Rushmore. The adult Diamondhead is hanging on a ledge after being knocked off, but as he approaches, Vilgax is attacked by Upgrade having merged with the hoverboard and flying into and around, landing potshots. | |
| Upgrade | (Unmerging and sending the Hoverboard projectile flying towards Vilgax.) Uh! Take that! |
| Upgrade | (Landing on the platform, seeing Vilgax smash the board.) Uh! |
| Adult Diamondhead | (Getting up from the edge.) Get out of here! |
| Upgrade | When are you gonna get it through your thick skull? If this is your fight, it's my fight, too. |
| Adult Diamondhead | Well, then, this might help. |
| Future Diamondhead transforms Upgrade into Cannonbolt by touching the Omnitrix symbol. Future Diamondhead then transforms into Wildmutt. | |
| Cannonbolt | Hey, I don't have to be Ben anymore! (Toppling over.) |
| Adult Wildmutt | (Roaring.) |
| Dr. Animo | You won't keep me away for long! |
| Gwendolyn puts her hands together and projects fire towards Animo. | |
| Cannonbolt and future Wildmutt continue fighting Vilgax, but it appears that they don't have the power to defeat him. Cannonbolt rushes Vilgax put he's caught with one hand, and despite rolling continuously, only imbeds himself in the ground. | |
| Future Wildmutt is knocked away and transforms into Heatblast, but he still cannot defeat Vilgax as he is knocked into the air. Future Heatblast then transforms into Stinkfly and tries to fight Vilgax, but he is defeated as well. | |
| Vilgax | You think you can destroy me? I analyzed every one of your aliens and had Animo program their moves into my new DNA. Nothing you can do will surprise me anymore. |
| Gwen and Gwendolyn are inside fighting Animo as the Null Void begins opening. The two look back to see tendrils trying to pry free from inside. | |
| Future Stinkfly then transforms into XLR8 and continues to fight the Vilgax, followed by future XLR8 transforming into Four Arms, who gets pinned down by the face. | |
| Vilgax swats Cannonbolt away, but Max arrives just in time and blasts Vilgax with the gun designed to destroy him, which sends Vilgax flying. | |
| Old Max | Get your claws off my Grandson! |
| Cannonbolt | Help the Gwens. They're by the Null Void. |
| Max gives the thumbs up and flies off. | |
| Vilgax, Cannonbolt, and future Four Arms then fall off of a ledge and land several stories below, civilians rushing out of the way as they fall. | |
| Dr. Animo | (As young Gwen uses her acrobatics.) You can't protect the Null Void and yourselves at the same time. |
| Gwendolyn | Oh, yeah? Meena Goh! (A spell of pyrokinesis.) |
| Gwendolyn | (Getting punched across the room.) Ooh! |
| Gwen is in danger as Animo lunges, but luckily, Max comes just in time to extend his arm to reach her. | |
| Gwen | Oh! |
| Gwen | (Pointing at his arm.) When did you get that? |
| Old Max | A lot can happen in twenty years. (Turning arm into a gun.) Come on, let's show him what we Tennysons are made of. |
| The future Four Arms clambers out of the smoking crater on the ground street. | |
| Cannonbolt | He may know how all your aliens fight, but does he know what Ben Tennyson can do? I just hope after all this time, you haven't forgotten, too. |
| Vilgax | (A bomb is shot, knocking the two Bens away.) You're finished, both of you! |
| Future Four Arms transforms back into Ben 10,000, his human form. | |
| Ben 10,000 | Maybe it's time I did start fighting like you.(Picking up a hoverboard and slinging it over his shoulder to the audience of a grinning Cannonbolt.) |
| Vilgax | Eh, your weak, human form? What a novelty! Are you finally ready to surrender? |
| Ben 10,000 | Actually, I was getting ready to settle this the old-fashioned way. |
| Ben 10,000 transforms Cannonbolt into Diamondhead. | |
| Ben 10,000 | Follow my lead. |
| Ben 10,000 uses a hoverboard to taunt Vilgax to try and get him. As he rushes past Vilgax, who's swinging his fist, Diamondhead follows him with a flying kick. | |
| Ben 10,000 | Woo! |
| Ben 10,000 | (Flying past Vilgax, jumping off and back on his board mid air.) Woo! Hah! |
| Ben 10,000 | (Flying in circles, missing all blows.) Come on! |
| Vilgax | If this is your attempt to stop me, it's pathetic... and pointless. |
| Ben 10,000 | Woo-hoo! Ha ha! (Leading Vilgax down street after street.) |
| Once Ben 10,000 has Vilgax near a pool of water, he jumps into the air and transforms into Spitter, spewing pressurized slime at the villain. | |
| Ben 10,000 | Woo! |
| Vilgax reaches the ledge of water and Diamondhead uses the generated to push him down into the water. | |
| Spitter then transforms into a future ice alien to freeze the water, trapping Vilgax inside. | |
| Diamondhead saunters over and looks at the alien. | |
| Diamondhead | Hey, what do you call this guy? |
| New Alien | I don't name. (Pausing.) Uh, I don't know. "Absolute Zero"? |
| Diamondhead | Boring! How about... "Arctiguana"? |
| Articguana | Cool! |
| Back at the Null Void Projector, Gwen, Gwendolyn, and Max are managing to overpower Dr. Animo | |
| Gwendolyn | Twista, Comi-Titus.(Firing spells.) |
| Gwendolyn | Interdamoto. Ilaborator. (A spell that projects a beam which causes an explosion.) |
| They defeat Animo, causing his head to unscrew from his ape-like body. Dr. Animo's head attempts to get away, but Gwen holds it down by standing on one of its tendrils. | |
| Gwen | Where do you think you're going? |
| Max then proceeds to shut down the Projector, sealing all the captured beings inside. | |
| Gwendolyn | By the way, that black belt you were wondering about, you got it years ago, and it's come in handy many times. |
| At the headquarters, Ben, Gwen, Ben 10,000, and Gwendolyn celebrate their grandfather's birthday. | |
| Ben, Gwen, Ben 10,000, & Gwendolyn | Happy birthday, Grandpa! |
| Old Max | Well, thanks. Having you all here is the best eightieth birthday present I could ever have. |
| Ultimos appears, alerting that there is work to be done. | |
| Ultimos | (Over a rotating monitor.) Sorry, Ben. Danger alert. Nuevo Circus Freaks are in Quadrant Ninety-Two-J. |
| Ben 10,000 | Hey, can't you guys see it's my Grandpa's birthday? You handle it. (Toots a birthday toy.) |
| Ultimos | Really? I mean, of course! Ultimos out. |
| Gwen | The crisis was never Vilgax or Animo, was it? Your Ben just needed a major attitude adjustment, huh? |
| Gwendolyn | Yeah. I couldn't have Grandpa celebrate his eightieth birthday without him. Look, Gwen, I know your Ben can be a major dweeb, but enjoy him while you can. |
| Gwendolyn | (Materialising a portal.) Now come on, the portal's ready, and there's another birthday party you guys got to get to. |
| Ben | Wait! You never told me the secrets of the watch, how I don't have to go Ben! |
| Ben 10,000 | Trust me, you're gonna wanna go Ben. Thanks for making me realize that. Oh, here. Take this. |
| Ben 10,000 gives Ben a metallic cube to take home. | |
| Ben | What is it? |
| Ben 10,000 | Something I should've gotten Grandpa twenty years ago. |
| Gwendolyn | Guys, it's closing! |
| Gwen | See ya! |
| Ben | ...And I guess we're gonna be ya. (Leaving the future Gwen, Max, and Ben smiling to themselves.) |
| Back in the present, Max is worried that the kids are missing. | |
| Max | Ben? Gwen? |
| Ben & Gwen | Surprise! |
| Gwen | Ha ha ha, ha ha. Grandpa! (Hugging her grandad.) |
| Out of view, Ben then activates the cube. | |
| Ben | I--I mean-- We got you a cake. Happy birthday, Grandpa. |
| Ben, Gwen, & Max | (Laughter.) |
| Ben | Woo-hoo! Make a wish, Grandpa! |
| Credits Play | |