Ben 10 Ultimate Hero EP 6: The Clocktopus

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.


"Aaahhhh…. Squid city! This place was a special part of my childhood." Max said as he and Gwen walked into a boardwalk theme park that has squids as the theme for the buildings in the coastal city of Santa Cruz. "And this could be your last chance to see it! Pretty soon, they're going to tear the whole place down and replace it with one of those shiny, new, Megaplexs! Well, we can't stop the march of progress. But at least I can let you guys experience the local delicacies, one last time!" The elder smiles as the girl notices something amiss. "Wait. Where's Ben? Ben!"

Back to the boy in question, who is standing outside the entrance, Ben was looking at the squids everywhere with worry and fear. "Squids... Why did it have to be Squids?! They're everywhere!" He groans out as a bad memory surface. One he had hoped to have stayed buried. Just then, he heard his grandfather call out to him as he caught up with his family.

Ben then walks up to the others as Max calls out. "Hurry, Ben! You're going to miss out! It's Ice Cream: Squid City Style." "I like Ice Cream. What's 'Squid City Style' about it?" Ben questions as they all approach a food stand. "Black Ice Cream made with Squid Ink." Ben then gains a sickish green color on his face as his cheeks puffed out a bit. "I think I'm going to hurl... I'm not hungry." "Well, there's something I thought I would never hear from you, cousin. Let me show how a girl does things. Squid-tender! Serve me up a large!" Gwen spoke out. "I'll just take the smallest size..." Ben groans at the thought of eating squid ink.

"Great! We'll have 3 of your finest Squid-Ink cones!" Max orders. "Coming right up." The server said as he squeezed the handle on the machine behind him. "Nice! I thought you would-" WHOOSH Gwen opened her eyes in surprise to see her cousin run past the 2 and turn left down a pathway, just as a green flash appeared out of the corner.

Gwen pokes her head out, only to gain a deadpan expression at seeing her cousin, hiding behind some prizes at a stand as Grey Matter. "Grey Matter? Really?" She frowns as she crosses her arms. "No one here, but us prizes!" Gwen picks him up as she asks out. "What's your deal, Ben?" "I don't want to come here, Gwen! Why did Grandpa bring us here? We should have gone to the beach. Why not the beach?!" "All right! What is going on with you, Ben? You've been acting weird, ever since we got here." Gwen ask. The watch times out as Ben spoke. "Trust me, Gwen: There is no way I'm not even touching or getting near a single tentacle while I'm here! Besides, it's none of your concern!"

"What do you mean you're out?!" Both kids turn towards their grandpa's voice. They quickly run back to see Max in disbelief and shock at what he has been told. "It's Squid City's pure signature dish!" "Not anymore. The squid stands are closing to make way for the new Megaplex. Looks like they got the last 3." The counter guy said as he pointed at a family of 3, who were holding squid cones and taking a selfie. They throw them into a trashcan and walk off. "Sorry man. The Pier, she's changing." The worker left as he went to shut down the stand Max sighs out in a bummed tone as he walks off.


Later, the Tennysons were looking up at a sign showing the new 'Megaplex'. The kids are smiling at the cool features it is showcasing while the grandfather crosses his arms and frowns. "Would you look at that? Not a single squid is to be found anywhere on it! Why is everybody so anxious to forget the past? The past is great!" "Wait... Didn't African Americans get enslaved by White People in the past?" Gwen asked as Max flinched and scratched his neck. "Well, yeah. But..." "Or what about those 2 World Wars?" Ben points out as Gwen finishes up. "And let's not forget about the Titanic when it hit an iceberg and-" Max interrupts. "The point is, kids! We need to remember the past, so we can learn from it and not make the same mistakes in the present."

Just then, some explosions went off somewhere else on the boardwalk. "I COULD NOT AGREE MORE, FINE SIR!" A British-sounding male voice is heard on a speaker as another explosion wanders off a few buildings behind the family. "All right! Some action!" Ben calls out as he rushes towards the scene, ready to go alien!

Ben arrived as a few kids ran past him out of the smoke, screaming. The cloud dispelled just as a giant machine rose from the waters. The robot is a giant octopus-based machine that has smokestacks coming from the top and a grey top hat on the front with an old-style clock with smoke coming out of the top of it as well. The rest of the body was colored copper on the main body while the 8 long tentacles were silver. It lastly has some rotating gears on the very bottom.

"FLEE BEFORE MY MIGHTY BEAST! Your hideous Megaplex will never be built! For I am here to ensure that Squid City will stand forever!" The British voice sounded from the giant machine. Ben looks up with widened eyes, realizing that this is going to be harder than he thought. "Oh, man! Why did it have to be tentacles?!"


At a construction site, a man and woman were looking at the blueprints. "Okay! Looks like we are going to start building the laser tag park!" "Great! Where should we put it?" The man asks his co-worker, only for the machine to arrive as it stabs its tendrils into a few construction objects, destroying them. "You are obliterating the Pier's historic history for 'Laser Tag'?! Where will the children crush their pennies?! Stretch their taffy?!"

The machine then grabs the woman worker while scaring off the male worker and smashing the blueprint table. It then set the woman down gently away from its path as she was stunned. "Good day, young miss! Now run along home before you get hurt. A woman should not be allowed to handle such dangerous tools." Gwen gasps in shock as she and her cousin stand behind the giant robot. "Treating women as inferiors?! Newsflash! You oversized bucket of bolts! This is not the 50's! And what is your problem?!" "My problem is the future! And my solution is the past!"

Ben is a bit worried, only to notice the screaming people, making him shake his head for a bit and put a determined look on his face. "Right! Now's not the time to be creeped out! It's hero time!" He then ran to a nearby empty alleyway while dialing in his Gauntlet. Ben hides behind a dumpster and slaps down the device, making the usual flash of light.


Ben felt his skin turn blue as his hands became claws and a long tail grew out of his spine's base. his legs became taller as they changed his rollerballs appeared between his feet, he spun and posed, closing his visor on his new helmet as he was ready for action!


XLR8 then zooms out of the ally and stops to face the robotic sea creature. "That squid won't know what hit him!" He closes his visor and then takes off, speeding towards the rampaging machine. The robot turns around and tries to hit him with its tendrils, but XLR8 is quicker as he dodges them all. He tried to use his sharp claws to slice the tendrils off but couldn't do it as they bounced off. He then stops behind the machine and commits. "Those tentacles are too tough! I knew I should've gone with Diamondhead!" The machine then turns to face the alien. "Oh, you're pretty fast, you scoundrel! But I wonder, though? Are you fast enough to escape the power of the past?!"

Just then, the hatch underneath the 'hat' opens, revealing a redhead, lightly overweight man who is wearing a steampunk outfit along with a top hat and a cog as a belt buckle. He also has a matching mustache that stretches to his sideburns but still has a clean chin along with black rings around his eyes. He is piloting the robot as an old-fashioned radio talker drops down near him, making him grab it and talk into it.

"I doubt it. For how many fancy-pants modern technologies can be a match for the time-tested talents of… STEAM SMYTHE!" The new villain calls out. "Wait, There's a guy in that Squid?!" XLR8 yells out in confusion. Steam Smythe then responds to the alien. "I am a Gentleman! Not a 'guy'! And this is not a 'Squid'! This is… A CLOCKTOPUS!" "'Clocktopus'? Really? That's what you're going with?" WAM One of the tendrils then suddenly smacked XLR8 away, sending him flying into a nearby dunk tank with a splash.

"You will all begin to share my appreciation of the past!" Steam Smythe said to the huge crowd of people who tried to evacuate but were blocked off by the madman as his Clocktopus towered over them. "Watch with shock and awe as I! With the simple pull of a lever!" He then tried to pull one of his levers, but it was stuck. As Steam Smythe tried to fix it, Gwen and Max, both in the crowd, were looking at each other in confusion, not knowing they should be scared or bored in waiting.

Just then, Smythe finally got it working. "Yes! I will lay low this… hideous shopping mall!" He said in disgust as one of the Clocktopus tendrils smashed the nearby sign for the Multiplex, scaring the crowd away. "That, good people, is a small demonstration of my efforts. GAHH!" Steam Smyth was being pelted by Squid popsicles, being thrown by Gwen. "Uuh... You think that is going to do anything?" "It's the best I could come up with on such short notice, Grandpa!" Max then grabs a bowl as well, joining in the throwing with his Granddaughter.

"ENOUGH!" The Clocktopus then grabs both, making them yell in surprise as it brings them up to Steam Smythe's level. "I will just as well crush you neophytes! But a gentleman never strikes a young lady or a senior citizen. "'Neophytes?' Who talks like that?" Gwen mumbles out. "Gentleman? Ahh… A true Gentleman would provide redress when he sledded another!" Max calls out to Steam Smythe, getting an idea. "You dare question my manners, sir?!" Gwen got on what her grandfather was doing and joined in.

"Oohh…! Yes, you have offended us, and we demand satisfaction! We challenge you to a duel!" "I already captured the both of you! Why would I do it again?" The villain questioned as Gwen responded. "But the Laws of Etiquette allow us to choose a champion! And we choose… HIM!" Gwen points at her cousin, who already timed out, and hops out of the dunk tank while spitting water. "Wait, WHAT?!"

"A duel, eh? A battle between the greatness of yesterday and the foolishness of tomorrow? I Accept!" The Tennyson was then set down gently as Steam Smyth leaned in to meet face-to-face with them. "Here are my terms: When I am victorious, you will admit that I, Steam Smythe am right about the past, and this construction on this 'mall' is canceled forever! Secondly, your champion has until noon to prepare!" "Done!" Max confirms the duel as Steam Smythe leans back in and shuts the hatch, making the clock on top of it read 11:45 AM. The crowd started to get excited for some reason.

"'Sigh' How do I get myself in these situations?" Ben complains after drying himself off. "Kids, we need to evacuate the pier before the duel!" "Okay, everyone! Get out of here, now!" But to Gwen's surprise, they started to cheer as they waved giant signs as used in wrestling matches along with others wearing squid merchandise, wanting to see the duel. "Seriously? Are they really this dumb?" Gwen said as she facepalms.

Ben looks at the crowd and starts thinking for a bit. He then suddenly gets an idea as he snaps his fingers. He then rushed off to a hidden place while dialing the Gauntlet. "Listen, all of you! I think you should get out of here!" Gwen tries again, only to meet with the same response. Just then… SLAM "RRRROOOOOOOOOOOAAAAAAAAARRRRRRR!" Four Arms lands in front of his cousin and roars at the crowd. The gathered people screamed, running as fast as they could to escape the Pier. He stopped roaring when he saw the last of the people heading out of Squid City. "Well, that takes care of that." The alien smirks out as he dusts his hands off.

"Using Four Arms to scare off the crowd? Crude, yet effective." Gwen commits to her cousin's methods. "Well, I saw it in a movie, once." "Now you're free to fight Smythe and the Clocktopus without anyone to get in the way or record you," Gwen said as Four Arms shivered for a bit at the thought of fighting a squid as he cried out. "But I said I will never get near another tentacle while I'm here! I don't want to!" "What is wrong with you?! Why do you hate tentacles, so much?!" "Ben..." Max had a concerned look as he asked. "Is this about what happened at the aquarium?" Four Arms' eyes widen as he shakes his fists and tries to hold it in. "YES! I admit it! I'm terrified of tentacles! Because I was almost choked to death by them!" The alien confessed as Gwen shook her head in shock. "Wait! What?!"

Max explains to his granddaughter. "When Ben was 5, he was on a field trip to the aquarium with his class. He and a few classmates wandered off to play around the Squid Tanks. One of the kids found a discarded shark toy and wanted to pull a prank on the others. But it caused Ben to hit a cart and knock it on the glass of the tank, breaking it and splashing the kids with water. But when the employees and the teacher went to investigate the sound, they saw Ben being restrained by a squid while it was strangling him as well." Gwen is shocked at what her grandfather said as he saw Four Arms rub his neck at the mention of that moment. "That's what I was told by witnesses on that day. Ever since then, Ben has been traumatized by tentacles. Ben's parents and I were horrified when we learned the news."

"Grandpa is right." Four Arms sighs out. "It was so horrible, that moment! Gagging for air, almost blacking out, and my skin turned blue, according to the other kids! After that day, I would never get near another tentacle, scared that it would lash out and try to strangle me again!" The alien rubs his arms as Gwen has a sympathetic look at her cousin as Max pats his transformed grandson on the back.

"Ben, I understand you were terrified of that moment. And you can't forget what happened to you. But it's time to face your fears! What we all need to do is to make sure the lessons we all carry from the past help us move forward, not get stuck in the past. Because it will hold you back. And if you let that fear control you now, it will control you for the rest of your life. See, Ben: A real hero would face something that scares him but still fights it with all his bravado because they have a responsibility to do it. That's what a real hero does." Max wisely explains, making his grandkids smile in respect for him. "You're right, Grandpa." Four Arms smiles out. "WRONG!"

The Clocktopus then rises from behind them as its clock reads noon. The hatch then opens as Steam Smythe rants on. "The defender of a… Wait, where's the boy?!" "The kid told me to take his place, Steam Brain! Try picking on me for size!" Four Arms calls out as he socks his fists into his palms. "Very well! You will fall, red 4-armed abomination! And the world will turn back to a proper generation!"

The Clocktopus then suddenly grabbed Four Arms by surprise, lifting him so Steam Smythe could taunt him. "My generation created Titanics, Hindenburgs! What did yours make? 'Fast Food?' 'Mini Malls?' You have nothing worth fighting for!" "WRONG, Steam Smythe! I have plenty to fight for!" Four Arms then starts struggling to break free. "Video Games… Camera Phones… Innocent people… A brighter future… AND FAMILY!" SMASH Four Arms broke apart the tentacle, freeing himself as he gained a determined look.

"E-Gads! You might have brawn, brute! But I have a hide of iron and steel and 7 arms!" The Clocktopus then tries to attack the alien with 4 of its tendrils, but Four Arms dodges and grabs 1 in 3 hands. "7 arms against 4? That's not very fair. And you call yourself a 'Gentleman'?" Four Arms taunts back as he wags his left lower finger at him. He then tears them off, leaving the robot to balance on 4. "Gaah! You little whelp! Do you know what this means?!" "Oh yeah!" He then leaps up and delivers some hooks on the body, knocking it back a few feet as he lands with a smirk. "A much fairer fight!"

"You cad! With one simple pull of this lever, I will…" Just like before, the handle Steam Smythe tries to pull won't work for a bit. He then got it working as he yelled out. "SHOW YOU STEAM!" The Clocktopus then raises one of its remaining tentacles and tries to hit him, but Four Arms black it with his forearms plates and runs underneath it as Steam Smythe rants on again. "Don't you understand, you four-armed fool?! The past is coming and I along with it! Where did you go? People these days. Absolutely no attention span, whatsoever!" Steam Smythe groans at losing sight of his foe.

Just then… BANG "WWWAAAAHHHH!" Steam Smythe cried in sudden shock at the Clocktopus spinning rapidly from a steel girder hitting it from behind. "Nice try! But with one simple…" And once again, his lever got stuck, making him mumble in anger. The spinning robot eventually stopped, making its pilot growl in annoyance at Four Arm welding a steel beam.

"This is supposed to be a duel, right? En Grad!" "En Gard, indeed!" The Clocktopus grabs another Steel beam as Four Arms charges with his own, making them clash weapons with each other. "You hit like a squid!" The red alien then started to push the giant machine's future to the edge. "Hey, Steamy! Do you like the past so much?! Well, get ready to be knocked into last week!" Four Arms then made a huge flying leap, holding back his beam and swinging with all his might, smacking the Clocktopus into the water on its back.

"NO, NO, NO, NO! The exhaust pipes are filling with water!" Steam Smythe cried in dismay. Four Arms, after discarding his weapon, lands on the sinking robot and approaches the hatch. Suddenly, Steam Smythe flew past him, knocking him into the water as the giant Clocktopus sank to the bottom. "Drat! How could've I gotten so careless?!" The villain scolded himself as he was operating a bicycle-powered plane. "Next time, you will not be so lucky!" Steam Smythe cried out as he made his retreat as Four Arms watched. BEEP BEEP BEEP BEEP FLASH

"Aww... Just when I was finally beating my fear." Ben complained as he looked at his red glowing device. He then swam to a ladder and climbed up, reaching Gwen and Max as they helped him out. "Nice job, Ben! You put Steam Smythe in his place: The past!" The girl smiles as the boy cries out. "But he's getting away!"

"You'll get him another day, Ben. The important thing is you face something that reminds you of a horrible memory and defeat it! I'm proud of you, sport!" Max smiles at Ben, who looks at the horizon as he smiles. "Yay. Facing the future is a whole lot easier, now. Hey, Grandpa? Thanks, for helping me deal with my fear." The family watches the steampunk villain making his getaway into the sunset as Max places his hand on his grandson's head. "You're welcome, kiddo."