Ben 10: Alien Rebirth

by B.E.A.T.N

It started with an alien device that did what it did. It stuck itself upon his wrist with secrets that it hid. Now he's got super powers, he's no ordinary kid. He's Ben 10! My retelling of the Ben 10 series, with various changes throughout the story, including: mild cursing, some mild violence, skipped and altered episodes, etc. New chapters (almost) every Tuesday

8. Chapter 8

Ben 10: Alien Rebirth

Chapter 8: The Last Laugh

At a pierside carnival, two robbers climb down a ladder into a getaway rowboat with a bag of loot.

Robber #1, "ha ha! Knocking over that yacht was a piece of cake! We're gonna be rich!"

They both start laughing, but the first robber notices bubbles in the water next to him, and leans in to look closer. A glowing pair of eyes meets his own. A scaly arm suddenly emerges from the water, grabbing the robber by the face and pulling him under. The 2nd robber turns around, not having seen what happened. He spots the 1st robber's beanie floating in the water. RipJaws' face rises from the water and stalks him. Panicked, he climbs back up the ladder and runs across the pier, RipJaws following him underwater. The robber stops to pause and look behind him. RipJaws flies onto the pier in a tornado of water.

RipJaws, "going somewhere?"

RipJaws launches his arm forward, punching the robber back!

The robber backs up until he touches a hot dog cart behind him, running behind it and pushing it over. The hot dogs and gasoline spill out from the cart and surround RipJaws' feet. Unexpectedly, a loose wire from the cart lands on the trail of gasoline, sparking it and setting it ablaze. Fire now surrounds RipJaws, who gasps in shock.

Robber #2, "ya gotta love an old-fashioned fish-fry!"

RipJaws, "help, can't breathe…. Water…. Water…."

RipJaws collapses to the floor, gasping for water to fill their gills. However, he gets an idea and punches the wooden floor below him, falling back in the water and being able to breathe again. The robber confidently starts walking away, but RipJaws quickly bursts through the floor under him, gripping him in his jaws and throwing him into a carnival game stand, knocking over a pile of cans.

RipJaws climbs out of the water and says, "bad day to go fishing, hmm?"

….

Later, the robbers are being arrested. An officer speaks with RipJaws.

Cop, "I don't care what anybody says, you circus freaks are okay by me!"

RipJaws, "huh? 'Circus freak?' I'm not a circus freak, I'm a superhero!"

He leaps backwards off the pier and into the water majestically.

Cop, "hmph, looked like one of those freaks to me…?"

….

The Rust Bucket passes through town, Gwen has just put her contacts in and reads a sign going by.

Gwen, "'Zombozo's Travelling Circus of Laughs?' Cool!"

Ben cringed at the poster.

Max, "ah, I haven't been to a circus since I was a boy. Sounds like fun! What do you guys think?"

Gwen, "I love the circus!"

Ben, "that's because you belong in one."

Max, "Ben…."

Ben, "nah, the circus is kids' stuff."

Gwen, "um, hello? What are we? Middle aged midgets?"

Ben yawns loudly, "besides, it's-it's pretty late."

Max, "Ben, it's 11 o'clock in the morning. You shouldn't be tired right now."

Ben, "ugh! Fine by me! Okay, alright! You guys wanna go see some stupid circus? Fine!"

Max and Gwen glanced at one another. They could tell Ben was hiding something.

….

Later, they arrive at the circus and they walk to a big top circus, set up in the middle of what looks to be a park. Lots of people are walking in with them.

Max, "huh, looks like the entire town's turned out for the show!"

As Ben walks forward, he looks up at the posters. They all feature a clown with crimson hair, a toothy grin and a big top hat, this: "Zombozo."

The clown's eyes seem to stare Ben down.

Ben, "i-it's probably sold out, we're probably just wasting our time."

A spotlight suddenly shines on a circus barker on a pedestal, shouting to the crowd.

Barker, "step right up and see! The fingerless freak of nature, whose strength knows no bounds! The mammoth of muscle! THUMBSKULL!"

He gestures to a big burly man with white skin and a giant, "fingernail", on his forehead. He steps forward with a metal rod and bends it on his head. The crowd is stunned. He tosses the bent bar in the air and something red catches it.

Barker; "and presenting, the ultimate hairstyle; FRIGHTWIG! When this beauty lets her hair down, there's no telling what could happen!"

A pale-skinned woman with long red locks of hair, moving and twisting at her command, coils the metal rod into a pretzel and places it aside on a pedestal.

Barker, "and last, but certainly not least, the freak whose unique skill is as vile as his attitude! The man with ultimate bad breath! ACID BREATH!"

A pale starved looking man steps forward, wearing a mouth guard. He takes it off and exhales, his visible green breath completely melting the rod AND the pedestal with it.

Gwen, "ew, gross!"

Meanwhile, Ben sneaks away and comes across a tent with a: "Keep Out" sign; light is shining through. He peers in and sees Zombozo himself, sitting and rehearsing in front of a mirror.

Zombozo, "H-H-H-HOWDY FOLKS! Are ya ready to laugh?"

He puts on his hat and says, "ah, perfect. You're gonna knock 'em…. Dead."

He licks his teeth with his long, grotesque tongue.

As he laughs to himself, Ben backs up, terrified. He knocks into Gwen, surprising him.

Gwen, "hey!"

Ben, "AAAH…. Don't do that!"

He rests on Gwen's shoulder.

Gwen shakes him off and asks, "Ben, what is your problem?"

Ben, "um, what do you mean?"

Gwen, "well, ever since we decided to go to the circus you've been acting even weirder than normal. What are you scared of?"

Ben, "I'm not 'scared' of anything!"

Gwen, "really? Because it seems like-"

Max calls to them from far away, "come on, guys. The show's about to start!"

Gwen, "after you!"

She beckons Ben. Ben begrudgingly walks to the show.

….

Inside the big tent is the barker from outside, who was actually the Ringmaster. He introduces the crowd to the act.

The Ringmaster, "ladies and gentlemen! Children of all ages! The Circus of Laughter is proud to present: The Sultan of Smiles! The Crown Prince of Chuckles! The Grim Tickler, himself, the star of our circus! ZOMBOZO THE CLOWN!"

A small clown car speeds into the center of the floor, and a giant-seeming Zombozo emerges to the sound of a triumphant cymbal crash. The people in the bleachers are already laughing, however, Ben is mortified by the sight. The car suddenly speeds to the other side of the floor with a mind of its own, facing Zombozo and revving its engine, "challenging", him. Zombozo beckons it with his hand and pulls out a red toreador cape. The car charges like a bull, but disappears into confetti the moment it passes the cape. The crowd cheers.

Zombozo, "if you love clowns, then this is the place ta' be! You're gonna die laughing…!"

Behind him in the tent stands a gigantic machine, with ports ominously glowing blue.

Zombozo, "…. That's a Zombozo Guarantee!"

Ben, "er, I gotta go- get some…. Popcorn!"

He very quickly walks off of the bleachers, leaving a confused Max and Gwen.

Max, "is Ben alright?"

Gwen, "you're asking me? I stopped trying to figure him out a long time ago. I don't get what he's so freaked out about?"

Zombozo, "I was never very good at math, but I believe I have your UNdivided attention", a xylophone sting accompanies his pun, "now how about some volunteers?"

The entire crowd is laughing, especially Gwen. Zombozo is reflected in her eyes.

Zombozo, "ahhhh, SO full of life!"

He says under his breath, "for now…."

The spotlight on Zombozo shuts off, shrouding the area in darkness.

….

Ben runs out of the big top and off the entire lot, stopping and catching his breath once he's put enough distance between him and the circus.

Ben, "there is nothing funny about clowns! Why did I watch IT before I went to bed years ago?!"

He hears glass breaking nearby and quickly hides behind a car. As he peeks out from it, he sees the trio of circus freaks from before, smashing the window of a jewelry store.

Ben, "woah, looks like the freaks are felons!"

The freaks are robbing the whole street. Thumbskull grabs a handful of shiny bracelets, watches and rings from the jewelry store display; Acid Breath uses his breath to melt a parked car's door and roof, letting him reach in and rip a stereo right out; Frightwig advances on an ATM, putting her locks of hair through the brick wall around it and ripping the machine right out of the wall, money flying everywhere.

Frightwig, "looks like it's payday boys! Hahahahahahaha!"

Ben, "time to play fetch!"

He dials in WildMutt and quickly transforms.

As Thumbskull carries two flat-screens, he looks around and sees WildMutt jump on a car, rocking it and salivating threateningly.

Thumbskull, "uh, good doggy, down boy!"

WildMutt tackles Thumbskull and runs to the other two freaks, knocking into Acid Breath and running away. Frightwig tries to grab him with her hair but gets dragged along the pavement. Wildmutt lands on the freak's getaway car and rips out the roof, letting money and jewelry fly out."

Thumbskull, "hey, that's our stuff!"

AcidBreath, "no mutt's gonna steal my loot. GET 'IM!"

He takes a breath, and WildMutt jumps off the car before AcidBreath exhales on him, melting their car. WildMutt lands in between the freaks and bats them away. As Frightwig gets up, he advances on her.

Acid Breath says to Thumbskull, "don't just stand there like a sore thumb! Get the boss!"

Thumbskull starts running toward the big tent.

In the tent, colourful images of popcorn and bowling pins float above the audience as they laugh.

Zombozo, "hahaha! Laughter truly is the best medicine! For me, that is!"

The crowd laughs, despite there not being a joke. Thumbskull enters the main tent and walks right up to Zombozo.

Thumbskull, "uhhh, excuse me boss, excuse me?"

Zombozo slumps in disappointment before turning to Thumbskull.

Zombozo, "how many times have I TOLD YOU! Not to botha' me while I'm eeeaaating!"

He has a cable that hoists him in the air by the back, accentuating his creepy choice of words.

Thumbskull, "ehhh…. We ran into a bit of trouble."

Zombozo frowns at that.

….

Back at the fight, Frightwig and Acid Breath are being pinned down by WildMutt. In a puff of smoke and a flash of confetti, Zombozo appears out of thin air. WildMutt backs up when he sees him.

Zombozo, "I hear yer full o' tricks, little doggie. Let's see if you know how to play dead!"

Zombozo kicks WildMutt hard and smacks him into a tower. As he walks forward, WildMutt winces and hides under the tower.

Zombozo is angry at the freaks as he yells, "this isn't a mad dog, it's a scaredy cat!"

The freaks are embarrassed.

Zombozo, "bring the curtain down on this little sideshow!"

Acid Breath springs into action, melting one of the legs of the tower. Frightwig pulls one of the leg beams with her hair. Thumbskull punches a leg of the tower.

Acid Breath, "it's over, Fido."

The tower comes crashing down on WildMutt, leaving a huge pile of rubble. Thumbskull picks up a brick from it.

Thumbskull, "dog…. Gone! Hehehehe!"

Zombozo, "come on! We got bigger laughs ta' get!"

He disappears in a puff of smoke and confetti.

As the freaks run off toward the circus, they don't hear the Omnitrix timing out. Ben manages to crawl out of the pile.

Ben, "phew…. Saved by the watch, yet again."

He collapses and closes his eyes.

….

Later, the show is now over. The air is dead. Chip bags and pages of circus brochures fly in the wind, boxes of popcorn and drinks are spilt on the ground. People slowly walk out of the venue stadium with light smiles on their faces. Some are still laughing sporadically. Ben gets back and sees Max, sitting on a step, laughing to himself.

Ben, "Grandpa", Ben runs to him, shaking him, "Grandpa! Grandpa Max?"

Max, "he- Oh Ben! Hehe ah- Where'd you go?"

Ben, "where did I go? Where'd the circus go? What happened?!"

Max, "oh -aha- I'm not so sure, uh…."

He looks behind him to a completely empty stadium, no sign of there ever being a circus.

Max, "I remember we were laughing. Haha- it was so funny -heh!"

Just as he finishes laughing, a deep-seated melancholy washes over Max's face.

Ben, "Grandpa, are you okay?"

Max, "aheh, I just…. Feel kinda glum, that's all."

Despite this, he breaks into a long laugh.

Ben, "something's wrong. Why are you smiling if you're glum? And- wait a minute…. Where's Gwen?!"

Suddenly, Ben is more terrified at his cousin being missing, then the clowns.

….

Thumbskull drives a truck along a highway, Zombozo riding with him.

Zombozo, "didja' pack me a snack for the road?"

Thumbskull smiles and draws back the curtains behind the driver's seat. 6 people are sitting in the back, laughing to themselves, some of them with tears in their eyes. Gwen is one of them. Zombozo smiles as the truck drives away.

….

The Rust Bucket drives along the same highway.

Ben, "Zombozo must have zonked out the entire town during the show, while his freaks robbed everyone blind! But why kidnap Gwen? What does he want my cousin for?!"

Max, "I-I don't know. But don't worry, we'll catch that clown…."

Ben, "yeah, haha. Who would be afraid of a silly old clown?"

Max, "Ben, w-what's bothering you?"

Ben, "promise not to laugh?"

Max nods as he still seems to shake.

Ben, "... I'm afraid of clowns. They just creep me out! Ever since I was little, they've just freaked me the heck out! Ugh, I'm such a loser!"

Max, "everybody's got their own…. Crazy fear, Ben. When I was a boy, I-I was afraid of heights. Well, one day I thought, 'enough was enough', and I climbed to the top of the water tower. Sometimes you just gotta scare…. The fear….", his vision starts hazing, "... out…. Of…. You."

Max passes out on the wheel.

Ben, "Grandpa!"

He quickly unbuckles himself and dials the watch, turning into BuzzShock. BuzzShock merges with the RV via the dashboard as fast as he can, using their electric powers to slam the brakes and swerving around until they come to a complete stop, just managing to come to a stop along the rail. A few rocks fall off the drop and hit the ground below.

By the time it's all over, BuzzShock turns back into Ben, "phew. Grandpa, you okay?!"

Max wakes up.

Max, "so…. Sad. So very…. Very sad."

Ben, "Grandpa, what happened inside the big top, after I left? What did they do to everyone?!"

Max starts remembering….

….

He and Gwen were laughing with the crowd in the tent. Smiling blue phantoms come flying out of Max, Gwen, and all the other people. They begin circling Zombozo's machine.

Zombozo, "I love the sound of laughter! It FEEDS MY SOUL!"

….

Max, "Ben, I think that Zombozo guy robs people of more than just their possessions…. I think he steals people's happiness…. Until there's nothing left."

Ben, "... And he's got Gwen….", Ben sees Max dozing off and says, "hold on Grandpa. I'm gonna find Gwen. No matter what it takes…."

….

Later, Ben arrives at the circus' new location, sneaking up and hiding behind boxes. The freaks are busy moving boxes. Ben looks behind him and gets spooked by a big poster of Zombozo's face, knocking a box over and making a noise. He hides, but the freaks all stop and put their boxes down.

Frightwig, "hehe, looks like we got somebody who wants to see the show without buying a ticket!"

She rips off Acid Breath's mask, who smiles and lets out a green sigh.

As they approach the box, Ben smacks the Omnitrix dial, but it jams. He smacks it again and again.

Ben, "you never make this easy, do ya?"

The freaks arrive at the box. Thumbskull smashes the box, Frightwig helicopters her hair and whips the box, and Acid Breath shoots the box with his breath. They stare at the mess, nothing behind it. However, a green light flashes behind a stack of boxes near Thumbskull.

Thumbskull, "what's that noise?"

The boxes explode behind him. The smoke clears, revealing an Upgrade-upgraded baseball pitching machine. It walks on claws towards him.

Thumbskull, "I don't know what you are, but I'm gonna tear you apart!"

He starts charging at him.

Upgrade, "you wanna play hardball? Game on, freak!"

Upgrade rapidly spits baseballs at Thumbskull, knocking him out. He starts shooting at Frightwig, whose hair deflects it back at him, forcing him to hide behind a box.

Frightwig, "is that all you got?!"

Upgrade, "please, I'm just warming up, lady!"

He pops his head up and spits some balls at her hair. While she deflects it, Upgrade spits two carefully-aimed balls at her feet. She dodges one, but the other trips her up, making her spin in the air, her hair completely tying her body up. He spits one more at her face to knock her out. Acid Breath jumps up on the highest box and spits all around him at Upgrade. Upgrade flies behind Acid Breath's box.

Upgrade, "didn't your mom ever tell you it's not polite to spit?"

Acid Breath, "who do you think taught me in the first place?"

As he readies another spit, Upgrade leaps in the air and perfectly shoots a ball into Acid Breath's mouth. Acid Breath's mouth is full, and therefore can't block the onslaught of balls Upgrade shoots at him. He is down, but not unconscious yet.

Upgrade, "ssssteeerike three!"

Upgrade comes out of the pitching machine.

He grabs Acid Breath's mask and straps it back on before grabbing him and growling, "where. Is. The. Girl?!"

Acid Breath, "s-she's in the tent! With Zombozo!"

Upgrade growls before punching the freak in the face, knocking him out.

He then walks up to Zombozo's tent. He pants with fear.

Upgrade, "you can do this. He's just a guy with a blue rubber nose and big shoes. Nothing you can't handle."

He transforms back into Ben just as he says that.

Ben, to the Omnitrix, "whose side are you on anyway?!"

Ben walks forward and gets startled by a mirror in front of him.

Ben, "ugh, great. Now you're afraid of your own reflection!"

Ben continues through the tent. Somewhere, Zombozo seems to know; he smiles.

Zombozo's voice echoes in the room of mirrors, "hiya, son! Something tells me you'd be a barrel full of laughs!"

Ben looks around and marches forward, irked. He doesn't see a mirror in front of him and bumps into it.

Suddenly, all of Ben's reflections turn into Zombozo, "hey, Mr. Serious! How bout a…. SMILE?"

Ben backs up and runs away from the reflections, who reach out to him. He runs through a sea of hands.

Zombozo, "what's your story, Morning Glory? Was that your mutt that gave my freaks such frowns?"

Ben runs along a coiling yellow road. Zombozo's face, mounted on a spring, pops out from it, stopping Ben.

The Zombozo Jack In The Box shrieks, "what about that weighted mob outside?"

Ben turns and runs the other way. A second face stops him.

Another Zombozo Jack In The Box says, "do they work for you or-"

A third face pops from under Ben, launching him in the air.

The third Zombozo Jack In The Box growls, "are you some kind of FREAK?"

Ben, "I'm not a freak!"

Ben falls into a black void, Zombozo's face, etched in fire, appears and laughs as he falls. Ben catches his fall with a trapeze swing. He swings through a chomping Zombozo face and catches a new one. The swing's ropes break, sending Ben tumbling down, landing on a human-sized spider web. He starts struggling. Suddenly, a golden spider with Zombozo's face comes crawling on the web towards Ben.

Spider Zombozo, "come on, kid! You've gotta learn ta' loosen up! Laugh a little!"

The spider's now reached Ben. He holds a razor-sharp pincer up to Ben's neck.

Spider Zombozo, "it's what keeps me going!"

The spider pulls back and slashes at Ben, cutting him out of the web. Ben falls, screaming, until he hits the ground. A spotlight shines on him.

Ben finds himself on the center floor of the main tent, back in reality.

Ben, "it's just an illusion. Keep going."

As he starts to get up, the genuine Zombozo calmly walks up to him. Ben sees ghosts reflected in the orbs on Zombozo's body, flying up to the large one on his top hat. On it is Gwen, backlit by fire, laughing herself to death.

Zombozo, "now don't tell me you're afraid of old Zombozo?"

Ben backs away and sits on his knees.

Ben, "what do you want?!"

Zombozo snaps his fingers and a spotlight lights up the large machine in the tent. It is filled with screaming ghosts. The cable running out of the machine psionically links to Zombozo's back, lifting him in the air.

Zombozo, "only what every clown worth these floppy shoes wants, ta' make people laugh! THEN DRAIN THEIR POSITIVE ENERGY, LIKE A SPONGE IN A POOL PARTY! Is that so wrooong?"

Ben, "is that the machine you use to suck the happiness out of your audience? Like a freaking energy vampire?"

Zombozo, "I like to call it; 'the Psy-clown.' Clever, eh? Soon I'll be taking my act to tha' big cities. Millions of people will be laughing for me! Feeding me…. Making me STRONGER!

Ben lifts his head, mustering up some courage, "I want my cousin back, you Pennywise reject!"

Zombozo, "your cousin? Gasp, didn't you hear? She ran away with the circus!"

He shows him Gwen. She is lying on the floor off to the side, her body drained and frail, still coughing up a few faint laughs.

Zombozo lets Ben run to her, enjoying the terror in his eyes.

Ben, "Gwen? Gwen! Please, Gwen, say something!"

Gwen merely looks at Ben with a vacant expression as she can only mutter, "B-Ben? Hehehe…."

Ben looks at her in shock, horrified tears in his eyes at the state his cousin was in. Then, he looked at Zombozo. His fear of the clown quickly shifted into pure, unbridled, rage as the tears stung his eyes. But he could barely notice. He stands up and turns on the Omnitrix.

Zombozo starts laughing, but Ben cuts him off.

Ben, "oh, you think you're funny? Well…. I'M gonna get the last laugh!"

He slams down on the dial, turning into GhostFreak.

Zombozo, "heh, nice try, kid. But I sell the tricks, I don't buy 'em!"

GhostFreak, "I just figured out, there's something I'm even more afraid of than you…. Something that will keep me going against a thousand people like you!"

GhostFreak punches Zombozo in the face, briefly tangling him up in his machine's cable. GhostFreak keeps talking, somewhere, invisible.

GhostFreak, "losing my family to some goofball emotional vampire! In other words…."

He appears behind Zombozo and punches him square in the nose. The nose honks as a result, and actually sheds a few drops of blood!

GhostFreak, "you're going down, clown."

Zombozo is now angry. He wipes his nose as he looks around. A wooden board suddenly comes careening towards him, smacking him into his machine and causing the blue nodes to spark and explode. Souls come flying out of the machine; one of them flies into Gwen, the rest release in a wave across the sky, returning all the drooling townspeople outside back to normal.

Zombozo starts getting up, his voice breaking, "I'm warning you to back off!"

GhostFreak, "you wanna see something really dang scary?"

GhostFreak grabs the two folds on his chest and rips them open, exposing Zombozo to a horrifying sight. Zombozo's own cable jerks him backward in fear. He falls to the ground and panickingly backs up."

GhostFreak, "oh, now don't tell me you're afraid of old GhostFreak?"

Zombozo, "p-please…. No more!"

GhostFreaks head turns all the way upside down and forms a snarling mouth as he says, "what's the matter? Can't handle the taste of your own medicine?"

Zombozo, "please stop!"

GhostFreak, "why? Can't take what you dish out!?"

GhostFreak grows a ton of arms out of their back, with razor sharp fingers.

Zombozo screams in terror as GhostFreak turns back to their normal form, gets close, and finally says, "boo!"

Zombozo's head suddenly expands like a balloon and his entire body explodes into confetti. GhostFreak looks at his hands.

GhostFreak, "woah! That kind of even freaked me out!"

He transforms back into Ben and runs over to Gwen.

Gwen wakes up and says, "wha- Ben? Hey, where's that popcorn? What happened just now?"

Ben hugs his cousin tightly, shocking her as she feels her cousin cry and say, "I'll tell you all about it. I'm just glad you're okay."

Gwen finds herself hugging back.

….

The Rust Bucket drives away from the circus, police cars parked around it.

Ben, "are you feeling okay, Grandpa?"

Max, "you kidding? Happy as a lark! Pretty clever, you; 'scaring away your fear', like that."

Ben, "thanks."

Gwen suddenly jumps in front of Ben with a clown mask, "BOO! Hahaha!"

Ben, "oh, hi Gwen. Trying out some new makeup? That's a good look for you."

Gwen, "aww, you're no fun anymore!"

She throws her mask away and walks away. Ben and Max smile at each other.

Gwen picks up Chester and says, "so, you aren't scared of clowns anymore?"

Ben, "no. Because I had to face something way scarier than a guy in makeup."

Gwen, "and what was that?"

Gwen was shocked when Ben stood up and hugged his cousin again, saying, "losing you guys is scarier than anything I could ever face."

Gwen finds herself smiling as she hugs Ben back, the two cousins happy they were okay as their trip continued….

….

Reviews:

nicholasalfonsoramirez07: I plan to have Charmcaster's look in Alien Force and Ultimate Alien look like a mix of her original look and it.

Storm: I have no idea who Tar Pit is. The whole point of the Ultimates is for them to be evolved, but they tend to lose an ability or feature in that process. Ultimate Echo Echo couldn't duplicate himself anymore, Ultimate Spidermonkey lost his agility and tail, Ultimate etc. So I figured that an Ultimate Lenopan would be much stronger and resilient, hence their mud turning similar to liquid metal, while removing their mud throwing abilities. Basically alien T1000's. If they became like Clayface or whoever Tar Pit is, there wouldn't be any change. Nothing would be taken away or made stronger. All of my custom Ultimate Aliens are gonna fit this criteria. Ultimate FourArms will not have four arms anymore, but will be able to alter his muscle mass. Ultimate DiamondHead will be less strong but more agile. Ultimate RipJaws will lose his angler but will be far stronger. Ultimate Brainstorm will not be able to shoot lightning from his head, but will be stronger and will have the lightning in his pincers.

The Strangler: GAAAAAH! *Jumps out of the plane!*

Maximum Rhapsody: well, we may get foreshadowing for some of these characters earlier on, and I plan to give Tetrax, Myaxx, Xylene and a few others much bigger roles. But as I said before; I'm not doing a harem in this story! I didn't plan on a harem! If I ever do a Ben 10 harem story, I don't want the number of girls to be too big! I plan on doing the crossovers between Generator Rex and Secret Saturdays, but the latter will play out very differently then the official one.

Jinero: I plan on Cash and JT to become nicer to Ben during Ultimate Alien. Like, they were the first people to clap for Ben after his secret identity was revealed, so I figured it makes sense for them to turn over a new leaf. Also, yeah, good point about the stuff with Animo. I may have to add that in. The events of Secret of the Omnitrix will be around 2 chapters. And yeah, Ben will slip and fall in the episode.

Spartan: I'm not sure, honestly. I could honestly never see someone like Forrest Gump in the Plumbers, due to the film being so grounded in realism for the most part. And I HIGHLY doubt Max of all people would ask Forrest to join a very dangerous profession like the Plumbers.

Echo Five: I'll do my best. I love your ideas for Alien X…. All except for Ben and Kevin locking his transformation. I think it's stupid that Ben never trained with Alien X in his spare time, so my plan was for Ben to train to use Alien X in-between missions. I do love the conversation idea you had, though, and I plan on using it.

Bailey Radcliff: I'm glad you're really enjoying this story and the main pairing planned for it.

Ushindi: glad you really enjoyed the chapter and that element of it in particular. 1, yes, Vilgax will have a ton of new skills in UAF. 2, I think Ben 10,000 in UA is okay, but I'm giving him the normal Omnitrix abilities, rather thsn just him using the powers in human form.

Anonymous: just for the sake of your question, yes, they do know. But there will be no moment in this story that mentions how the meat industry works, since it hold no relevance to anything in the story.

Guest: she'll be mentioned earlier.

Guest: great ideas! I'll have to use those.

Anonymous: first off; congratulations on being the 100th review for this story. Second, I'll explain sub energy a little more. And third, I plan on keeping the designs and characterization from UAF intact.

….

I was originally gonna give RipJaws the ability to control water, but I decided against it.

Quite a few episodes I've been doing have mostly been the same as the originals, but this episode allowed me to change up a few things, given the darker tone allows me to get way darker with everything that happens….