Ben 10 Ultimate Hero EP 10: Midnight Madness

I don't 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 into 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 towards 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.

The Tennysons were all leaving a huge mall called the 'Mega-Mall-opolis' in Minnesota, carrying bags of stuff as Gwen reads out in amazement from a guidebook. "This is so awesome! 500 stores! 72 restaurants! 48 Movie screenings! And it even got its own indoor Roller Coaster?! How did we not notice about this, before?!" Gwen cries out in amazement. Ben smiles in glee. "It's so amazing! We can just spend our summer vacation here! At this mall! It has everything!" But just as Max was about to tell his kids about the importance of the Road Trip, an alarm rang out, making them glance at some shadow figures escaping with stolen jewels. "Halt, in the name of Mall Security!" Some mall cops cried out as they chased after them.

"Including their police force!" Max spoke out in surprise. But Ben smirks as he cracks his knuckles, realizing it's hero time. "Looks like the Rent-A Cops could use some help! A hero's work is never done." Ben runs off as he dials in the gauntlet. The thieves have made it to the 3rd level of an indoor parking lot as the cops stop and glance up, only to be surprised by Cannonbolt speeding past them. "Coming though!" He cries out as rolls to the 3rd level. "Okay! How about you 2 drop the jewels and surrender before I smash you like a bug on a windshield?" Cannonbolt glares at the shadows, only to be surprised to reveal themselves as senior citizens.

"Wait! Old people burglars?!" Cannonbolt spoke in surprise, just as the 2 leaped up and tried to kick him but were blocked by his arm plates sending the man back. "Jeeze... What kind of vitamins did you 2 take?" Nonetheless, Cannonbolt bowls at them as they dodge with some ninja flips. Cannonbolt doubles back and smacks into their back, sending the loot flying as the alien uncurls himself. "Oh, boy! Hope I didn't overdo it." But to his surprise, the 2 merely got back dusted themselves off, and got in a karate position as the old man took a deep breath. "Wow! Tough old geezers, aren't you?" The alien blinks out.

Just then, security shows up as Cannonbolt glances at them and back, only to be shocked to find the old thieves have disappeared. "What the?" "It looks like that Cannonbolt fella from the news. Bring him in! We have some questions to ask our big friend." "Uh-oh! Time to roll!" Cannonbolt cries out as he quickly rolls away and leaps over the guards, tumbling down the ramp as the guards follow with their carts. Just then, Rust Buckets shows up and drives away as Cannonbolt vanishes. "He must be trying to escape in that RV! Cut him off!" One of the carts took a hill down and cut off the Rust Bucket, making Max swerve and hit a light pole to a stop as an office went inside, only to find an elder and 2 kids in it. "Hey, officer! Problem?" Ben asks as the man looks in confusion as he has no idea where Cannonbolt has disappeared.

The next day, the cousins walked through the mall. "Nice going last night, round boy! Not only did you let the robbers get away, but because mall security thought your fat butt was inside, they played demolition derby with the Rust Bucket." Gwen frowns as Ben drinks from his soda cup. "Chill out! The mall is going to pay for the repairs, and it bought us a few more days here while Grandpa waits for the parts. You should be thanking me." Gwen thought about it and realized he made a good point. "Good point. Sorry, and thanks. Wait!" Gwen ran up to a sign as she read. "'The amazing Sublimino, master of hypnosis last day?' Cool! Let's check it out." Ben replies as he throws his cup away. "Fine... But if I'm bored, I'm heading to the arcade."

They arrived at a stage along with some people as well. "Ladies and gentlemen! Presenting the amazing Sublimino, the master of hypnosis!" A puff of smoke explodes from the stage as a small man wearing a red showman's outfit with sunglasses, long blond hair with a bald spot, and a scar on his left eye. The midget coughs as he exits the smoke, nearly tripping on his coattails as he collects himself. Ben snickers at the sight, but Gwen elbows him with a frown.

"Behold, Sublimino! I am about to take you on a journey through that mysterious realm known as the mind." But the people were bored as one guy coughed. Nevertheless, he kept going. "1st, I will require some volunteers." "Oh, please!" Ben rolls his eyes as he scoffs. "Who would want to get hypnotized by that little troll?" "Hey! Here's a volunteer!" Gwen cries out as she raises her cousin's arm, much to his surprise as he yanks it away. "Me!? No way!" "Come on, cus! I dare you to!" Ben frowns as he has no choice but to go up the stage as he stands near 2 elders.

Sublimino stands in front as he pulls out a pocket watch on a string. "Now, clear your minds... Focus only on this pocket watch as it swings back and forth. Your eyelids are feeling heavy... You are getting sleepy..." But the 3 weren't affected as Ben scoffs out. "Knew it." But Sublimino pushed a side button on the watch, creating weird yellow waves that crushed their eyes to shrink as they fell asleep. Gwen chuckles as she whips out her phone. "This is gold!"

"Now! You are in my power. When you wake up, you will become newborn babies." On cue from the midget's common, Ben and the elders start crying as the crowd laughs out loud. Even some are taking pics with their phones. "Now! You are chickens in a barnyard." They then start clucking like said birds as the audience laughs even more.

Max notices the commotion and raises an eyebrow at his grandson's behavior. "Is there a reason Ben is acting like a chicken?" "Just my new personal entertainment. I am saving this in my private folder!" Gwen smiled as she kept recording. Sublimino walks by the hypnotized as he gives different commands to one person at a time. "You are a ballerina! You are a ferocious grizzly bear! And you, my lad, are an alien." On cue, Ben mindlessly dualists his gauntlet as Gwen and Max got worried looks. "Joke's over! This is serious!" Gwen quickly rushed up and tackled her cousin through the curtains, just as a green light came from it.

"You are messing with my performance!" Sublimino hisses as Gwen holds her hands behind her with a smile. "Sorry! My cousin had to go the bathroom." The man frowns as he closes the drapes and Gwen sighs out, holding up Grey Matter. "Take me to your leader. Your will is my command." Gwen smiles, liking the idea.

As Max is repairing the Rust Bucket late at night, the kids are inside as Gwen shows off her new video. "Oh, man! This is so embarrassing!" "I know! This is gold! Luckily I didn't decide to upload this on the web." Gwen smirks out as Ben holds his head in annoyance. "Oh! Here comes my favorite part!" She grins out as she shows Grey Matter, feeding her grapes. "More grapes, master?" Ben facepalms in response as his cousin giggles up a storm. Grey Matter is then shown combing her cousin's hair, only to time out as Ben sits on the floor, confused as he looks around. "What happened? Weren't we at the mall?" Gwen sighs as she explains. "Too bad that when the watch timed out, you snapped out of the trance. I was going to have you do a foot massage, next." Ben snatches the phone away with a smirk. "That's why delete buttons were created!" "Ben! That's my phone!"

Max came in and spotted the 2 trying to wrestle the device away from each other as he grabbed it. "All right! Enough playing on your phones, kids. It's been a long day and we could use some shut-eye. Time for lights out." In response to the elder, the trio got ready for bed.

The next day, the Tennysons were strolling through the mall, except for Ben as he looks like a zombie and yawns out. "You okay, sport? You don't seem energetic as usual." Max ponders out. "Yeah... Probably had a rough night," Ben replies as Gwen states. "What are you talking about? I had a good night's sleep!" They noticed the indoor coaster had some cops around as Gwen asked out. "What happened here?" "Someone stole the motor from the sea dragon ride. It's probably just a prank some punk teens pull." "What do you make of this? Looks like a crystal." His partner asks as he holds out a familiar-looking shard, making the Tennysons widen their eyes as they glance at Ben. As the cops left, Ben spoke out. "Hey, I didn't do it. Maybe it was another alien? I have nothing to do with this, I swear! Besides, I'm not the only alien in the Galaxy." Max got a thoughtful look as he thought his grandson may or may not be behind the theft after all.

As the clock struck midnight, a strange, yet familiar wave of energy washed over the parking lot as Ben shot out of bed, wide awake with a blank look in his eyes as he got out, waking her cousin in the process. "Ben? It's midnight... What are you doing up this late?" Ben dials the glove, making his choice as he slaps down on the device. FLASH

The light dies down to reveal that Ben is now a humanoid, techno-blob alien that is made out of liquid metal. He has a black exterior with green stripes that resemble circuitry all over him. The green circle on his head is his eye, which glows whenever he talks. He has a white torso and thighs with a small black stripe that goes down his front and on his inner biceps. He also has black lines on his hands that are connected to black squares at the ends of his fingers. He has green fingernails. The bottom of his feet is also white and his lower legs have the same tech stripe pattern. He lastly has a green stripe that goes down to a circle patch on his upper chest with the watch symbol on it.

Gwen's eyes widened at the sight of Upgrade. "Wait! You can't go out as Upgrade!" She cries out as Max wakes up as well. "What the... Ben?" Upgrade stretches himself through the door and gets outside as the cousin and elder follow as well, seeing Upgrade travels up a light pole and uses it to appear through a sign to form himself onto the mall's roof.

"It's no use, Gwen. Ben must be sleepwalking!" Gwen spoke back to her grandfather. "Yeah, but sleep-aliening?! That's a first!" But as Upgrade walks, he is caught off guard as Helicopter spotlights shined down on him and the police cry out. "HALT! IN THE NAME OF MALL SECURITY!" Upgrade took off and ran up to the roof of the clocktower, just as 2 more copters showed up as well. He then punched one, which had no effect, and then fired his plasma eye beam as another barely dodged out of the way.

"BEN! SNAP OUT OF IT! YOU'RE SLEEPWALKING!" Gwen cries out as her grandfather states out. "It's no use. He can't hear you, Gwen. He doesn't even know what he is doing!" Just then, more cops showed up as the 2 ran to the base of the tower. The helicopters fired their machine guns at Upgrade, which shot right through his liquid metal body and he oozed downwards onto the tower before reforming and running towards the helicopter.

The pilot gasped as he tackled the copter and merged with it, catching the attention of everyone as they gasped outwards. Upgrade then fired green lasers that disabled the other copter's lights and the police cars as well. He then separated and merged with the clock, making its hands spin faster as it flew off as a gyro-copter machine with tentacles on the bottom. "Time flies when you're an alien, huh?" Gwen comments as the machine alien flies away.

He then lands near a warehouse and unmerges, just as Sublimino walks out. As the midget studies the liquid-like alien, he frowns. "Who are you? What happened to the guy who looked like a walking chandelier? Doesn't matter as long as you do as I say. Now get out of here before the cops find you!" On command, Upgrade took over a nearby bulldozer and zooms away, burning rubber as he speeds off into the night.

Ben kept snoring as he heard the birds chirping, making him awake he yawned while he rubbed his eyes awake. "Oh, man... What a weird dream..." Only to flash open awake as he noticed he was on the Bulldozer, hovering above the roof of the Rustbucket, which he fell onto as he leaned forward. "Oh, man! It was not a dream..."

On the new report on the TV in the Rustbucket, the traveling family watches videos of Upgrade attacking the police helicopters and stealing the clock. "Despite last night's bizarre robbery and a string of similar incidents, the Mall Representative has this to say." "This was an isolated incident. The mall is open for business. Shopper safety is our number one priority." "So... Why would I use the watch to steal weird stuff like a motor and a giant clock?" Ben asks out as Max comments. "Well... Sleepwalking is more common in kids than adults. But never on this magnitude! When a sleepwalker dreams, his or her dreams have no sense of reality at all." Gwen gave out her own 2 cents. "But unlike most sleepwalkers, ours have a glove full of alien heroes at their command."

"Gwen's got a point!" Max states as his grandson started to get drowsy. "We're going to have to keep you awake until we figure out what is happening with you." But as Ben fell asleep, Gwen splashed water on him which shocked him awake as he cried out. "WHAT WAS THAT FOR?!" "Just doing my job, cus." Ben frowns in response.

The hours went on and the girl did everything she could to keep Ben awake every time he dozed off. From plugging his nose so he would breathe, to dumping some ice cubes down his back to pulling the sheets off his bed so he would fall on the floor. Ben rubs his head as he frowns. "You're enjoying this, aren't you?" Getting an airhorn to the face, Gwen grins out. "Just a little. I find this amusing."

Later that night, Gwen had finally dozed off from exhaustion as she walked over to Max, who fell asleep at the wheel. "Grandpa, wake up." she yawned. "It's your shift..." She finally dozed off and fell asleep by the front seat with a snore as Ben finally dozed off too, leaving everyone asleep.

Meanwhile, Sublimino stood where the tower clock used to be with a smirk. "Awaken my slaves." He said, reaching into his coat pocket. "Awaken and serve your master, Sublimino!" He then pressed the button on his pocket watch, releasing the sonic pulse once again, awakening all his sleeping slaves into a trance-like state, including Ben who activated his gauntlet and slammed it down.

"Gwen... Turn down the heat, will you?" Max taps his granddaughter as he sleepy asks. "I'm cooking over here... It feels like I'm standing near-" The door opens and closes as they both shut awake as they speak at the same time in realization. "Heatblast!" Rushing out, they spot the fiery alien, taking off and they decide to follow him for answers.

At the mall's hardware store, Heatblast was melting some chains into a stretchy cable and started burning a hole in the wall and fusing the cable to a forklift. When he finally broke through the wall, the elderly thieves from earlier drove through on the forklift, taking the cable with them. As Heatblast watches, Max and Gwen catch up and cry out, hoping they could try and talk some sense back into the boy-turned-alien, but he just prepped a fireball in response. "Ben! Listen to me! You need to snap out of it!" Grandpa Max cries out.

They took cover as the projectile blew up a stand. "You're under some sort of spell or something!" Gwen cried out. But just then, the S.W.A.T. Team burst through the roof as they surrounded the alien. "You 2! Get away from that thing!" A member called out as the 2 quickly ran out of the store as Heatblast unleashed a wave of fire that nearly missed some members. The team retaliates with smoke bombs, but the alien flings random fireballs everywhere, making them gaze back at propane tanks and realize that he's going to blow up the store! "Everyone! Out now! Move! Move! Move!" All the members ran for the hills as fast as their legs could carry. KA-BOOOOOMMMM! They braced themselves as the hardware store exploded as bits and debris went flying.

"This was an isolated incident." The mall's manager said the next morning at the scene of the crime. "The mall is open for business. Shopper safety is our Number One priority."

Back at the RV, Team Tennyson then realizes all this trouble happened after that show with Sublimino. Gwen fished out her phone and showed the video as Max deduced. "So... Sublimino plants post-hypnotic suggestions in his volunteers, turning them into his army of thieves." "But when the watch times out, the sound snaps Ben out of the trance." Gwen points out as they wake the boy up, who stretches his arms as he asks out with a tired look. "But why does he want me to steal all that stuff, in the 1st place?" "Bet ya Sublimino knows why. We need to find that midget and pronto! Before something really bad happens." Max frowns as he adjusts his cap.

"This was an isolated incident." The manager said with his chair turned to Max in his office as the elder tried to ask the owner for Sublimino's location. "The mall is open for business. Shopper safety is our Number One priority." "Yes, yes, you said that already on TV," Max said. "But I'm saying your shoppers are in danger. Now, where is Sublimino?" "This was an isolated incident. The mall is open for business. Shopper safety is our Number One priority." "Okay, this is getting us nowhere. So much for asking for an Official..." Max said before he turned and walked away.

That was when Sublimino walked out, wearing a helmet with a video camera attached as he smirked. "Well done." He said to the manager, who was under his control. "All the preparations are complete! It's showtime!"

Ben was at a water fountain with the fountain running as he kept drinking while Max came by, making him shake his grandson as the boy fell into the water. "Ben, wake up! Where's your cousin?" Ben groans out as he groggily moans out. "Mom, I'm too tired to go to school..." "Don't worry, Ben," Gwen smirks as she wakes up, carrying a bag. "I have the perfect solution to your sleepwalking problem!" Gwen pulled out a pair of handcuffs in response. "If you can't touch the watch, you can't go alien."

"Where did you get those?" Ben questions as his cousin answers. "Survivalists 'R' Us. They have a very extensive selection." "Gwen? I don't think that's going to work." "Why not?" Gwen questions her grandpa as Ben shows the device is fixed on his hand, not his wrist. "I can reach the button and the dial with the tips of my fingers, duh!" Gwen frowns as she feels a bit embarrassed. "Yeah... In my defense, that was a bit of an impulse buy."

That was when a hole opened in the ceiling and the clock appeared dangling from the cable from earlier and was running on the roller coaster motor. "Greetings mall rats," Subliminal said over a live stream video that was showing on all the surrounding TVs. "I am Sublimino: Master of Hypnosis. You are all about to take a journey through that mysterious realm known as the mind." The clock began to swing back and forth as all of the patrons looked at it Max frowned as the kids watched for anything funny. "No need to volunteer. Now all of you will obey me forever! Your eyelids are getting heavy. You are falling into a deep sleep." "Huh?" Ben asked. "A giant hypno-watch? No way that will ever work."

Sublimino then pressed the button on his pocketwatch and sent the sonic pulse out, sending everyone who was enveloped in it into a deep sleep. "Me and my big mouth..." Ben dreads out as the trio starts running away. "Don't look at the clock. Don't look at the clock!" Ben mumbles as he quickly ducks behind a pillar as the wave passes him, making him remain awake.

But when he peeks out, he spots his family sleeping as he tries to wake them up. "Grandpa, wake up! Gwen, come on! Don't fall asleep! Guys!" "All arise and obey my every command!" Sublimino said on the video. "Every minute of every day!" That was when the others woke up along with the rest of the mall and they stood up at attention to Sublimino. "Now bring me all the riches of this place!" Like mindless drones, they all went off and started looting every store in the mall. "Wait! Grandpa, Gwen! Come back!" Ben calls out as his family leaves him to steal riches for their master.

And thus, chaos ensued. The patrons broke into the cash registers and stole all the money as well as smashed the windows of a giveaway car and drove it away. Gwen smashed an ATM at the arcade open with a hammer and started loading the cash into a bag as Max wheeled away a jar of cash at a prize wheel.

"Yes! Yes!" Sublimino cries out from the control room in glee at his plan working. "First the mall, then all of America! There will be no stopping me!"

Back with Ben, he looks around until he spots a key booth and quickly ducks into there, seeing himself hidden as he grins out, activating the device as he twists it to Wildvine's icon. "You may be able to control every person..." Ben said with a frown as he slapped down. FLASH "But what about a plant, man?" Wildvine grins at himself as he runs out of the booth. He stretches his arm and vines up to the balcony and balcony, leaping up levels as he stops to glare at a screen of Sublimino. "You there, plant guy! Stop! Obey me!" Wildvine hears a crash from above as he quickly swings upward in response. "I command you! I said obey me! Don't just stand there, get that plant thing!" He barks at the Mall Patriots.

Wildvine lands on the next floor, only to get immediately struck by the giveaway car and is driven all around the mall as he holds onto the roof for dear life. He then saw that they were going to crash into the Toy Store! "Emergency brake!" He realized before he stretched his hand down and engaged the brake, stopping the car just short of hitting the toy store. He was immediately thrown from the roof and face-planted into the glass window before slumping down unconscious. "Oww... Not cool, man..."

As Wildvine recovers and rubs his neck for discomfort he sees Max and Gwen coming up in another car with Gwen driving as he quickly stretches his way onto the sign of a store and sees them drive past. Wildvine notices his cousin at the wheel as he narrows his eyes. "Hey! How come Gwen gets to drive?" That was when the car drove off the balcony's barrier, causing him to gasp as his family was in danger. "Grandpa! Gwen!" He shouted.

Wildvine then leaped down and wrapped his vine legs around the broken poles of the barrier before stretching his torso down as far as he could he finally caught the car's rear bumper before he stretched out and grabbed the opposite barrier on the other side, the car stretching his body out like a hammock. "Hang on!" Wildvine grits his teeth.

Wildvine groaned and shouted as the car stretched his body down before it finally reached the bottom floor. He then ceased his grip on the barriers and slumped down to the ground as Gwen and Max stepped out. As Wildvine straightened himself, he saw an elevator going up and hitched a ride on top. He then spots the control room and slings himself up high, crashing through the windows as he confronts the 'Master of Hypnosis'. "Show's over, runt!" "Trim that hedge." Sublimino crossed his arms in response as Wildvine saw all the hypnotized elders emerge with chainsaws. Thinking quickly, Wildvine latches onto the ceiling and drops his seed bombs, exploding into a cloud of knock-out gas that sends the senior citizens to dreamland as their weapons are discarded and shut off.

Wildvine then spots Sublimino making a run for it, but he doesn't get far as Wildvine stretches his left arm out and grabs him by the legs, dangling him over the railing. Unfortunately, the symbol starts beeping and blinking red, much to the alien's dismay as upon timing out, the 2 fell over and landed on the hands of the giant clock. "You!" The criminal glares at the 10-year-old as he holds on for life while he fishes out his pocket watch. "I will put you into a trance where you will never wake up!" Suddenly, the second-hand moves past Ben as the boy grabs on, making him cry as the hand goes around and snatches the pocket watch. "Give that back, you brat!"

Ben activates the watch as he cries out. "Everyone! Wake up! You're all free!" As the pulse washes over, everyone snaps out of it as they are confused as well. "No... No! No!" Sublimino cries out in dismay at his plan being undone as Ben smirks out. "Now who's the baby?" Sublimino tries to grab the kid but misses as he falls onto a bouncy castle and the floor. Having no choice, he tries to run away, but slams face-first into a car door, courtesy of Max as he cries out. "Looks like your time is up!" "Nice job, Ben! Ben?" Gwen asks as she notices her cousin has fallen asleep, tucked out from all that had happened.

The RV is back on the road the next day as Ben places Sublimino's watch in a box of other things he got along the way. "Another day, another bad guy beaten!" The boy smirked as Max spoke out. "Well, we had quite the adventure at the mall, kids. But now, we're back on the road to our next stop! Gwen, want some music? Gwen?" They both glanced back to see the girl, sleeping in the back, deep in dreamland Ben smirked as he silently toes over. "Aww... Look how peaceful she's sleeping." Ben smiles as he watches her.

He then starts chuckling evilly as he pulls out the airhorn and places one finger in his ear. With one push, the horn blasted at his cousin with full force the girl screamed as she leaped out and fell to the floor with a thud. "Oww..." "HAHAHA! You got to love payback!" Ben smirks as he tosses the horn up and catches it with a smirk.