Ben 10 Ultimate Hero EP 2: The Filth

I do not own anything except my OCs.


Intro:

A green glowing, steel pod was flying through space, hurtling towards Earth as it crashed, making a huge green flash.

The camera zooms out from the glowing symbol on the Ultimatrix as Ben looks up close at it.

He then activates it while smirking at the camera, raising his hand high and slapping it down on the core.

The background turns all green as Ben morphs into Four Arms, who pumps his upper fists while cracking his lower ones with a smirk.

A white number appears on the left side, starting at 1.

"Ben 10!"

2: Heatblast ignites 2 fireballs in his hands.

"Ben 10!"

3: XLR8 zooms to the right.

4: Diamondhead swaps his right arm across as it turns into a blade.

"Ben 10!"

5: Cannonbolt uncurls and poses.

"Ben 10!"

"Ben 10!"

6: Upgrade stretches out of his puddle form.

7: Grey Matter hops off the 7 and lands into a crouch, giving a thumbs up and a smile.

"Ben 10!"

8: Water Hazard slides in on his water blasts and raises his fists.

"Ben 10!"

9: Wildvine extends his legs and stretches out his right fingers while holding seeds in his left one, chucking them offscreen.

10: Big Chill phases through the number and floats briefly before zooming near the camera.

"Ben 10!"

Big Chill's head turns back into Ben's as it rotates.

The camera zooms out to reveal Max and Gwen by his side.

Ben gave a low-five to his grandfather as Gwen crossed her arms and shook her head playfully with a smile.

The 2 then ran off-screen, making Ben run toward the camera with a determined look.

He then froze as his aliens appeared in heroic poses on each of the kids' sides, 5 on each side. Just as the title appears on a black background with green rays appearing from the title.


In the middle of a scorching hot desert, there's an overturned tanker truck lying on its side as smoke comes from it next to a sign that says. 'Devastation Flats. 1# in nuclear testing.' Near the front of the truck, the driver was gagged and tied up as a bulky figure with an orange hazmat suit with the sleeves ripped off and black gloves carrying away a barrel of toxic waste on his shoulder.

The figure then puts the barrel down and opens it, recoiling in disgust at the smell. Shaking it off, He grabs the barrel and dumps it into a machine, making it power up as a voice spoke out. "Is that all of it?" The bulky figure turns back to see a tiny humanoid cockroach with a human head appearing and glaring up at him. The ugly mutant has 2 yellows with dark circles, a mole on his cheek, tan skin with sharp teeth slick black hair, a matching mustache, and 3 appendages on each side.

The man takes off the helmet to reveal a cockroach head that has black eyes, antennae, and mandibles with a human-like mouth with sharp teeth. The roach responds in gibberish that the human understands. "More?! Great! We have already gotten all the waste out of this valley. Are you smelling your fingers, Sydney!?" The roach chatters back at him. "It's a gross habit, so stop that! Besides, we need to find more waste!" He then sniffs the air, detaching something of interest. "Hey, do you smell that?" He sniffs, plugging his nose in disgust. "Bleagh! Whatever it is, it's worse than 4-week milk that's been left out in the sun. It's perfect!"


Somewhere else in the desert, the Rust Bucket stood there as the Tennysons were giving it a good cleaning inside. In the RV, Grandpa Max has just finished wiping down a counter as he looks back at his granddaughter. "It's like I always say, kids. 'Nothing more rewarding than clean living quarters.' And the best part of it is once you're done cleaning, you can have the rest of the day to do whatever you want! You with me on that, Gwen?"

Gwen, who had just finished doing the dishes, turned back to her grandfather. "Just about done, Grandpa! And yes, to what you said. Only we've been cleaning for hours, and it still reeks for some reason!" Gwen complains as her nose wrinkles in disgust at some sort of smell that lingers in the air. "Where is it coming from?"

Just then, Max and Gwen hear chuckling from a small voice that is coming from behind curtains at the back of the RV. "Give you one guess..." Max groans. Gwen pulls the drapes away to see a bunch of trash all over the area, making it look like a dump. Gwen moves towards the basket where the laughing is and lifts the top up, narrowing her eyes in annoyance. "I should have known." She frowns.

She sees a small grey frog-like humanoid alien that has four sticky fingers, 3 toes with a back one, green bulbous eyes with horizontal black pupils between the black stripe on his forehead and above the small gills on his cheeks, and a wide mouth filled with sharp teeth. He is wearing a bodysuit that is mostly black with a green collar that covers his neck and collar area, with a large white outline to separate the black and green, and long fingerless gloves and toeless leggings with the same green color and white lines. White lines on the front toe area with a white stripe to act like a belt on his waist. Lastly, he has the watch symbol on his back as this is Grey Matter: Ben's smallest and smartest transformation.

"Hah! Classic Mislead!" Grey Matter said in amusement as he leaned back on the wall of the basket while watching cartoons on his iPad. "Ben, your side is like a toxic waste dump! Any chance of you helping us clean?" "Shh! This episode is getting good!" Gwen rolls her eyes and grabs the iPad, much to the alien's shock. "Hey! My show!" He leaps up, only to be grabbed by the feet and dangled by his cousin. "I hate it when this happens while I'm Grey Matter..." The alien frowns with crossed arms at his small size hindering him.

"How about getting off your lazy butt and cleaning your side of the RV?" "I'll do it later!" "That's what you said, 5 days ago! And you've said the same thing, every day since then. I can't believe you! We've been only on the road for almost a week, and you managed to turn this into a dumpster!" Gwen frowns as Max speaks out. "She's right, Ben. We all live here, we all pitch in. As in taking responsibility for your mess." The elder frowns at his grandson with crossed arms as the girl lets the alien go, making him land on the floor in a crouched position as he responds. "I'm sorry, Grandpa."

He times out and changes back as Ben speaks out. "But I've been busy this week! Between training and learning about the watch and my aliens, dealing with that Dr. Animo nutjob in Washington DC, that crazy driver LaGrange at Seattle, and all those robbers, disasters, and bad guys in between, I just don't have the time to clean!" "We know, Ben. We were there." Gwen points out.

"True! But ignoring your chores is no excuse. Which is why I want you to clean the Rust Bucket while Gwen and I enjoy the local bat-guano caves." "Wait! What was that?" Gwen blinked out what she heard. "There's a list of things that needs to be done on the table. And no Wi-Fi or tablet time until it's clean, understand?" Ben notices the watch as he smirks, getting an idea as he nods out. "Got it, Grandpa!"


"Yes! That rolling domicile is bursting with waste! Execute phase 1: Stump the Chump! Uhh… you have a pen?" The small human bug asked his partner as they were both hiding behind a rock, looking at the Rust Bucket with a pair of binoculars. The big mutant holds up a red pen in response as the small bug smiles.


"We'll be back in a few hours, Ben! Prepare yourself for wonder and excitement, Gwen!" Gwen groans in response as they both head towards the cave as Ben calls out. "Bat poop! Sad to miss it! Later!" He then closes the door and pushes the activation button, making the core raise with the icon shifted and has XLR8's icon on it. "It may take Ben Tennyson a long time to clean the camper, but not for XLR8! Time to get to work." He then slaps on the device, creating a flash of green light.


The device fuses into his hand in a burst of energy as he starts changing. His hands became black and hard as his fingers shortened to 3 and his skin turned blue as spikes grew out of his elbows. A suit formed on his body and a helmet appears on his head as a tail shot out from the base of his spine while his legs change and shift as a black rollerball appears between his toes, making him spin and pose as he finishes transforming.


Ben is now XLR8 as he decides to check the list. "Okay, let's see this list… 'Boy, clean bumper now!' Man! Grandpa must want that bumper clean! He even called me boy." XLR8 mumbled as he placed his right claw on his chin in thought at the instructions Max left behind. He then shrugs and heads out to the bumper, stopping in front with a bucket full of water and a brush in both claws. "The things I do for cartoons." Just as he approached the part, he stopped as he noticed something. "Wait a minute… This thing is already clean!"

"Is that a Dunch cap on your head?" XLR8 looks to his left to see the small mutant standing on the bumper. "What are you supposed to be? Where's the ugly kid?" "UGLY!? Who are you calling ugly, huh?! Ever check yourself in a mirror, lately?" Maurice glares in response. "Who are- Wait a sec." XLR8 then speeds off, stopping at the sign from the beginning of the episode, and reads out loud. "'Devastation Flats, Number 1 in Nuclear Testing!?' That explains so much…" He deadpans and then rushes back to the small mutant.

"Let me guess: A Mad Scientist that tries to be invincible like a Cockroach, but did a head swap mutating accident instead and is now stuck with a disgusting bug body? Am I close or…?" "Give the genius a pat on the cone and a handful of peanuts." The small mutant sarcastically replies to XLR8's guess. "So, if you have the bug's body, that means the bug now has-" POW A large fist smacks XLR8 from behind, sending the alien crashing into a rock as he rubs his head in pain. He looks up as Sydney towers over him and socks his fist into his palm "Ow... Yeah... The bug now has a large human body."

He dodges some punches as he runs around the mutant, only for him to pull out a gun and start shooting at the alien speedster. "Whoa! Hey! Watch it!" He quickly zips around as he dodges bullets and zooms past Sydney, swiping his weapon as the mutant notices, glancing back to see XLR8 taking the bullets out and whacking it away with his tail. "Didn't your mother ever tell you that you could shoot someone's eye out with that thing?" He smirks. "Phase 2: Jack this ride, Sydney!" The small mutant called out as the Bugg Brothers quickly climbed into the Rust Bucket, started it up and drove off.

"Jacking my RV?! Oh, no you don't!" XLR8 glares out as he gets into a running position as his black and green visor slides down from his helmet and then starts chasing after them, keeping up with the left side of the RV. "Hey, Fellas! I think we went off on the wrong foot! How about you stop and get out of the RV, or I'll come in there and make you!"

Just then, the driver's window rolls down as Sydney pokes his head and gibberish at XLR8. "Okay… That is just nasty." The big mutant then starts spewing green slime, but XLR8 quickly dodges by moving to his left. "Ha! You missed! Oof!" The alien smashed into a cactus while taunting the bug. Luckily, his visor protects him from the needles as he recovers, hissing out in anger. "Okay! This means war!"

XLR8 then speeds ahead of the RV, quickly making a cyclone by running around in a circle. The RV then starts spinning while being lifted into the air by the tornado. "One of my finest cyclones. If I do say so myself." XLR8 commits as he stops and watches from a distance. The Rust Bucket was then flung from the vortex as it cleared a chasm and continued on its way. "Wowsers! Someone loves us bugs! We would've driven into that chasm if it wasn't for that random cyclone!" The small mutant said in relief.

"OH, COME ON!" XLR8 yells out at what just happened. Just then, his cyclone then shows up and sucks him in, sending him spinning and flying as he crashes against another rock. XLR8 groans in disappointment at his attempt.


The Rust Bucket continued through the desert, still being hijacked. Ben, now in the form of another alien, was rubbing his hands and chuckling to himself. The alien is a red-skinned humanoid alien that is approximately 12 feet tall with well-developed muscles, that make him big and beefy. He also has 2 pairs of arms with 4-fingered hands, a black stripe that goes down the middle of his forehead and on his chin, and 4 green eyes with 2 bottom fangs sticking out. He also has a second set of pectorals for his other set of arms. He is wearing a green shirt with a large black ring around his collar and a large stripe down the middle. The shirt also has sleeves that have black stripes that connect to the neck ring and has black rings at the ends. He also has incredibly hard armor plating on his forearms and his lower arm's shoulders that have sharp spikes and a darker color then his skin. He also has a white belt with a thinner line part in front that shows more of his chest stripe. He has black fingerless gloves with a green patch on the back that is part of white sock cuffs. He lastly has black pants with green toeless coverings and white cuffs around the ankles that separate the coverings from the rest of his pants. The gauntlet symbol is on his upper left shoulder. Ben is now his strongest alien: Four Arms!

Four Arms then pushes a nearby boulder his size off a slope, sending it directly to the Rust Bucket as it draws closer.

"Hold on a sec!" The small mutant cries out as he reads a map. The Rust Bucket came to a stop just as the rock passed in front of it. "According to this, we're heading in the wrong direction!" Sydney responded to the small one, who double-checked the map. "Upside down!? Oh, so it is. Keep going!" The Rust Bucket continues its way.

The boulder then rolls up a slope on the opposite side of the road, sending it into the air and back at the warrior alien as he looks up in surprise. "OH, MAN!" The rock smashes into Four Arms as he groans out in pain.


As the RV is about to enter a canyon, Ben appears above the entrance as Heatblast smirks out. "Time to turn up the heat with a firewall!" He blasts a stream of flames down at the entrance, creating a firewall as the camper stops. "Whoa! Getting a little too hot, Sydney! What do we do?" Sydney said something as he pointed toward a way around the canyon. "Ohh! Good idea! Take the scenic route!" The RV went down that path as Heatblast is in disbelief. "Unbelievable!" Just then, the ground below him cracks and it breaks, sending him tumbling with a cry and crashing onto a rock ledge. "Ow!"


The RV keeps rolling through the desert, its drivers unaware of another alien landing behind them. He's a hulking, broad-shouldered alien covered in natural, yellow, hexagon armor plating on his back, shoulders, outer sides of his stump-like legs, and the backs of his arms. He has 4 black claws for fingers and 3 for toes. He has green eyes with black markings, separated from the black on his shoulders and upper half, leaving the rest of him white. He has sharp teeth with a black stripe that goes down his forehead and his belly/chest, with the mouth between them. He lastly has flat palms and the symbol on his forehead. This is Ben's pinball/roller/wrecking ball of an alien: Cannonbolt!

"All right! Enough games! Time for Cannonbolt to knock this train off the tracks!" He then rolls up into a ball and starts spinning in place, holding his position until he lets himself go, shooting forward at high speed at the RV, hoping to ram it.

As Sydney kept driving, he felt squirming suddenly as he chatted. "Why are you so jittery?" The Small mutant responded to the big one, who then gained a nervous expression and explained, to which the small one smacked his head in annoyance. "I told you not to drink all that soda! You should have saved some. Fine... Make it quick!" The Rust Bucket then pulls to a stop, making Cannonbolt miss and smash into a stack of rock, burying himself. After a bit, some rocks move out as Cannonbolt gets out and groans, holding his head in pain. "Why do rocks hate me, today? Ohhh..." He then noticed the Rust Bucket went past him as he timed out, making Ben watch the RV leave.

"Why do those Bug rains want to steal the Rust Bucket in the 1st place?" Ben questions as he stands up and dusts himself off. "Either way, I gotta get that RV back before Grandpa and Gwen return!" He then slaps down on the gauntlet, but instead of transforming, it gives a dying beep. Ben looks at the dial to see that the symbol is red, making him groan, and realizing the watch is in recharge mode. He then starts following the dirt tracks left by the RV as himself.


After walking for so long, Ben came upon an abandoned toxic waste facility, entering through a crack in the wall. He then starts looking around the place, that is filled with empty toxic waste barrels. "Rust Bucket! Rust Bucket! Where are you?" The boy cries out as he searches around, only to smile as he manages to find it! "Rust Bucket!" Just as he approaches it, he notices that it is sparkly clean. Even the inside where shiny as he got in. "So clean." Ben then opens the back curtains to find all the waste is gone. "What? All gone? They just stole our RV to clean it? That is weird, even for Bad Guys. But on the other hand, I got the RV back and it's cleaned up! Meaning I'm getting my iPad back!" "What do you mean it's stuck, bugs for brains?!" Ben turns around to the voice of the small mutant, looking outside the door to see him ordering the big one. "Well, if it's jammed, get in there and stomp on it!"

The big mutant climbs up a stairway and hops onto a pile of trash on top of a machine that is connected to a bigger one. Ben raised his eyebrow in confusion at what he was seeing. The gauge on the device reached 'Full' as it started powering up. "It's fully functional, Sydney!"

Sydney runs next to the smaller mutant and turns around to see the big machine fire a beam of red light upwards. "My Greatest invention is complete! The Magg-O-Net!" A floating big red with a floating ball in the middle, magnet appeared in the beam.

"Okay. I have no clue what is going on here, so I should start punching things!" Ben then activates his device and slams it down, creating a flash of green light. As the Mutants were looking at the magnet… POW "PUNCH!" Four Arms punches Sydney in a move like what he had pulled on him when he was XLR8. "Hey!" Four Arms chuckles as he grins at the tiny human-headed bug. Sydney is sent flying into a pile of barrels, getting his upper torso stuck in one as he yells in pain. "Sydney?" Four Arms then grabbed the little guy, holding him in his upper hands as he brought them close to his face. The little villain managed to squeeze his head out.

"First that speedy-tweedy and now a 4-armed, spikey muscle man?! Do I have a sign on my back that says, 'Please ruin my plans with weird aliens'?!" "You made me chase you all over the desert! Because you want to use my worn for a week, boxer shorts to power a giant magnet!?" "You hadn't washed your underwear in 7 days!?" The tiny bug got out of the grip and ran to the machine, turning back at the hero as he explained and raised a remote. "Thanks to your disgusting habits, I've reached the final phase of my plan! Witness the genius that is Maurice! That is I." Maurice then pushes the on button, activating the magnet.

Something hits the back of Four Arm's head and only gets a brief look at something that is flying toward the magnet. "Wait, are those… Maggots!?" He said after some of the squirming insects landed on his shoulder before heading with the others. "YES!" Maurice cried out as all the Maggots in the area, which are millions of them, joined together to form something. The Maggots formed into a giant, biped monster that has brown eyes with orange eyeballs, red in his mouth with the Magg-O-Net glowing in the center of its chest. It has 4 large arms with 3 fingers with 2 small ones on its chest.

The monster roars and then grabs parts of the building, chewing and eating them and then roaring again. "EW!" Four Arms cried in disgust at the monster. Maurice then climbs up near the monster's head and orders it. "And now for the coup de grâce! Do you see Las Vegas over there? I want you to eat everything… except the money!" The Monster turns around to see Las Vegas in the distance.

"So, let me get this straight. You stole our RV... so you can fuel that trash machine... to power a magnet that attracts maggots... to make a monster... that would eat Las Vegas to steal its money?" Four Arms questions out. "That is the weirdest bank robbery I have ever heard of. Whatever! TIME TO THROW STUFF!" Four Arms grabbed a nearby barrel and tossed it at the monster as it was walking away. It passed through the monster, but it shook Maurice to the ground while his remote landed away from him, which was picked up by the alien hero. "You won't be eating anything without your remote." He then crushes it into dust and crosses his lower arms with a smirk. "There, problem solved!"

Four Arms widens his eyes in surprise to see the monster is still intact and is roaring out again. "If you had just hit the off button, it would've shut down! Now there's no way to stop it! It's going to eat Vegas and then, it's going to eat everything else, You meathead!" "Not going to happen! I'll find a way to stop your oversized Maggot mess!" "Your funeral, bub." Maurice shrugs and then rushes over to Sydney, as he is getting up while still stuck in the barrel. "Mush, Sydney!" He yells out while standing on the barrel as Sydney runs off, heading out of the area and disappearing out of sight.

The monster grabs a huge building and starts chewing on it. It then tosses it into its mouth and roars yet again. "I'm not looking forward to this, at all!" Four Arms groan out in disgust. He then rushes up to a leg and punches it, briefly breaking it before it regenerates. "Ewwww!" He quickly dodged a stomp and punched again. "Yuck!" The Monster then grabs as Four Arms is disgusted at the Maggots touching him. "Agh... So gross!" He then punches his arms out and grabs the one holding him, ripping them off and tossing them away as they dispelled into normal Maggots. But the Monster grew new arms and punched Four Arms away, sending him flying into the RV. He then stands up and rubs his head in pain.

"Punching is what Four Arms is good at. But's it not working! Now what?" He then gasps in realization at the glowing magnet in the monster's chest. "The Magg-O-Net! That's what keeps all the maggots together! Oh, wait… Magg-O-Net! Like Maggot Magnet! I just got that joke! Hah!" Four Arms starts running and looking for something to toss at the retreating monster. "Something to throw. Something to throw! Doh! He ate pretty much anything worth throwing!" He then looks down widens his eyes and smacks his head. "Oh, duh! I got superhuman strength." He digs his hands into the ground and grabs hold, grunting as he pours out all his muscles to tear off a huge chunk of rock and ground.

The Monster stomps through the wall as Four Arms runs after it, holding the boulder over his head. He tosses at the monster as he looks on in thought. "If I wasn't a 'c plus' student at best, I would have thought of that, 3 minutes earlier." The rock smashed through the chest of the monster, bashing out the Magg-O-Nett and making the monster crumble into a pile of Maggots, that then scurries off in all directions. The magnet broke upon impact on the ground. Four Arms smirks while dusting his hands off. "And that is that!" But when he turns around, he sees some maggots got attached to the RV, meaning he needs to clean it, after all! "Aw, man!"


"Wow! That was way more fun than I had thought with Bat-Guano! Whoa!" Gwen said in surprise as she and Grandpa Max returned, only to find a clean Rust Bucket." They both want inside to see Ben finishing vacuuming with a tired look on his face. "Taa-daa. And I did without using aliens." "This looks amazing inside and out! And doing it without any of your aliens shows that you're responsible. Well done, kiddo. This means that you can watch cartoons again." Only for Max to blink in surprise to see Ben sleeping on the floor. "Or you can take a nap." Max amusedly said as he placed Ben on his bed with a cover on him while Gwen spoke out. "Sleeping after a day of choirs. That's my cousin, all right." Ben kept sleeping as the device glowed under his covers.