Ben 10 Ultimate Hero EP 37: Ulti-tricked Part 1

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 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 briefly phases through the number and floats 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 kid's sides, 5 on each side just as the title appears on a black background with green rays appearing from the title.


In a military base at night, orange beams start pulling missiles out of the silos as the general noticed. "I didn't authorize a launch. Abort! Abort!" "We're not launching them, sir! Something is pulling them out of the silos." The missiles were being loaded into Z'Gore's ship in the sky.

Just then, the doors were busted open, leaving a cloud of smoke seep into the missile room. As the guards recovered, some lasers knocked them away and out cold. A few hi-tech lizard-like robots that are the same size as a human walk in as a younger, shorter Z'Gore with less advanced armor and sleeveless with fingerless gloves that look advanced enters, admiring his handiwork. As he turned around, an energy blast destroyed one of his robots, making him spin and block another beam, sending him screeching back before stopping. "You…" He glares out as his arms are smoking, standing off at 2 suited figures, who had confronted him.

They all wear blue suits with black bits and helmets with tubs connected to their backs. They were wielding a single blaster and rifle, receptively. "It's over, Z'Gore!" "You're going down!" They cry out as 1 voice sounds familiar. "Many have tried! None has succeeded…" Z'Gore glares at them. "Until now, scuzz ball!" One of the suited men charges at him. "PHIL, DON'T" The plea was unheard as the male fired a bunch of bolts from his blaster. But Z'Gore was more agile, leaping and whipping his tail over to kick his helmet off.

The other man looks back to see Z'Gore holding a young man with brown hair, who is about in his mid-30s. The man struggles to escape, only to notice an alien blaster pointing at him. "BACK OFF! Unless you want one of your cities to be destroyed!" Z'Gore demands while a robot activates a missile silo, making the helmeted man look up at the hatch is open. "Drop your weapon... Now!" The masked man did that as his partner exclaims in disbelief. "You can't just let him get away with it!" "Who said I was going to, partner?" The masked man quickly fires a laser beam from one of his suit's gauntlets, hitting the blaster as Z'Gore flinched, giving the other man a chance to escape and throw a flashbang at the alien's face, briefly stunning and blinding him as Z'Gore stumbles back.

The man joins his partner as Z'Gore recovers, just as his robot starts the missile launch."You're too late, Plumbers!" Z'Gore states as the masked man responds in a cool tone. "Actually... My timing is perfect!" Kicking his rifle up and grabbing it, the masked man shot a glop net that pinned the alien to the rock with his robot. As Z'Gore struggles to break free, the masked man shoots a few more times, pinning the warlord more. "NOOOOOOO!" Z'Gore hollers as the missile takes off.

"What are you doing?!" The man asked as his partner took off his helmet, revealing to be a younger Max Tennyson with brown hair. "Sending Z'Gore out with a big bang!" "TENNNYSOOONNNNNNNN!" The alien dragon rages in anger as the rocket nails his ship and explodes in a fiery ball of twisted scrap metal, illuminating the night sky.


"And then ka-boom! No more Z'Gore. He was gone for good... Or at least I thought he was, until yesterday." Max finished up his story as the Rust Bucket was driving toward Oregon as the elder explained to his grandkids about his connection with Z'Gore after dropping the Solar Sword back at the secret base at Mt. Rushmore. "Whoa... You were a hero, Grandpa?!" Ben exclaims in awe as Max responds. "I was just a guy, doing a job." "Excuse me, what was that job?" Gwen asked from the back as she wondered what kind of real work her grandfather took before retiring.

Max decides it is time to explain as a flashback shows of him and the other man, fighting off aliens with laser blasters. "We call ourselves 'The Plumbers'. Officially, we didn't exist. We were the guys who fixed the problems no one else could. Extrasensory, extraterrestrial, extraordinary." The flashback was over as Ben thought about it. "So, all this time when I was going hero, I've been following in your footsteps! I'm a Plumber-in-training!" The boy grins as Gwen asks Max something on her mind. "Wait! Did you know about the Ultimatrix, the whole time, Grandpa?"

"Actually, no, I didn't. I had no idea something like the watch even existed. I was honestly surprised as you guys were when it turned up on Ben's hand." "You always told us we can tell you anything, Grandpa. Guess you didn't feel the same." Gwen frowns as she looks out the window while Max has a sad look as he glances at his overhead mirror. "I'm sorry, Gwen... But there are rules and regulations involving knowledge of the Plumbers' existence. Believe me, I wanted to tell you kids, ever since Ben found the watch. Tell you what: Let's make a quick stop for lunch. I'll make cheeseburgers and fries with sodas. I'm sure getting something to eat will make you feel better."

Gwen thought about it as she sighed and nodded while Ben rubbed his hands with a grin. "I could sure use some burgers as well! Kicking Z'Gore's tail yesterday worked up an appetite for this hero!" But just as the RV arrived at the forest outside of Portland, Oregon, a rumble caught their attention as they looked around. "What was that?" Gwen asked. "Not sure..." Max responds as he decides to bring up a mini-Plumber computer from his dashboard since the kids now know his secret. "According to scanners, there appears to be burrowing activity coming from the forest, and readings indicated a large unknown lifeform causing these tremors as well."

"All right! Looks like a chance for the Plumbers to go back to work!" Ben exclaims, realizing this is the perfect chance to get involved in Grandpa's Plumber adventures. "Don't you think you should start uncloging the hairball from your brain, first?" Gwen smirks, recognizing one of her cousin's hair-brained ideas. "You're just jealous that you're not part of the family business!" Ben smirks as Max firmly states. "There is no family business, Ben. My hero days are behind me."

Ben got out of the parked RV as he responded. "Well, mine are just getting started! Time to XLR8!" Ben grins as he dials towards the speedster, only when he slaps down on the core, he turns into Cannonbolt instead. "Cannonbolt? Well... Better than Grey Matter." The big alien shurgs as he rolls towards the forest. Max sighs at his grandson's impulsiveness. "Let's go after him, Gwen..." "'Go with your grandpa and cousin', they said... 'It will be fun', they said... 'You and Ben will bond', they said. "Sure Mom and Dad, great idea." Gwen sarcastically rumbles as she slumps with a frown and her hand on her chin.


Cannonbolt screeches to a stop as a foot stomps across from him, confusing the alien about the giant red termite with an elephant face and feet. The mutant roars out loud as the alien is stumped by it. "What the heck are you supposed to be?" Cannonbolt quickly dodges a stomp and bounces off a tree, flying through the air and pinballing off a few more trees as the alien stops to see he lost the mutant to take a breather. "Hmm... I think I'll call that thing… Ele-mite, I guess?" But just then, the mutant suddenly popped out of the ground behind the alien, grabbed the alien in its trunk, and swung him away.

Cannonbolt screeches to a stop as he glares at the mutant. "All right! Time to rock and roll!" He curls up and charges, knocking the beast back into a cloud of smoke. "Yeah! Got him! Being a hero rocks!" Cannonbolt gasped in surprise as the attack didn't do anything. The giant fusion animal picks up a tree and knocks Cannonbolt away, sending him bouncing off the Rust Bucket as the RV comes to a sliding stop.

BEEP BEEP BEEP BEEP BEEP BEEP BEEP Cannonbolt then notices the symbol was beeping! Only this isn't the time-out warning he was used to. It was an entirely new sound as it was flashing yellow. "Wait? Is the watch blinking yellow? That's never happened—" The mutant suddenly charged at him, ramming him into a boulder as Cannonbolt slumps. "Oww…" The Ele-mite then turns and digs away, leaving a trail of dirt. "Oh, no! You're not done with me!" But as Cannonbolt rolls after it, he morphs back into Ben. "Aw, man!" Just then, the Rust Bucket shows up. "Get in, Ben!" Gwen cries out.


Ben sat on the table and crossed his arms in annoyance as the RV chased after the mutant. "I hate it when the bad guy gets away!" "You did the best you could, Ben. That's all that matters." Ben groans and looks away angrily at Max's words, making his cousin notice. "Hey, are you feeling all right?" "I was Cannonbolt! Big, round, tough Cannonbolt! And that elephant thing knocked me around like a ragdoll! Just like when Z'Gore shrugged off my aliens when I first fought him! I'm not strong enough!" "'Not strong enough'? Ben! You have 10 aliens! What more could you ask for?" Gwen asked as Ben was not sure how to answer.

BEEP BEEP BEEP BEEP BEEP BEEP BEEP BEEP BEEP BEEP The kids shielded their ears as Max grimaced at the alarm from the Ultimatrix. "GAHH! What is that noise?!" "I don't know! The watch never did this before!" Ben replies to Gwen as Max adds in. "Well, you'll need to shut that alarm off, Ben! It's troubling." "I'm trying!" The kid kept hitting the watch, hoping to shut it off. it eventually stops beeping. Only for rumbling to occur as if the Rust Bucket is in the middle of an earthquake.

"What was that?!" Gwen exclaims as Max points ahead. "Look!" They all saw the dirt trail leading from them as Gwen states. "It's gotta be the creature!" They all stop at the base of a snow-covered mountain as the creature goes to it. The family rushed out as they gazed up and Max noticed the mountain. "The tremors ended here: Mt. Megalodon." Gwen wipes out her phone as she looks up the info. "The internet said that Mt. Megalodon is a dormant volcano. But it's inactive for thousands of years." "WELL, IT'S ABOUT TO BECOME OFF THE INACTIVE LIST!" A familiar voice is heard in the air.

A bird drone with a TV as the body flew down as Animo appeared on the screen. "You should have not come here, you singled-celled simpletons!" "ANIMO! I should have known that's your monster!" Ben exclaims with a frown. "What's your idea, unleashing your newest mutant on Portland?!" Gwen questions as the madman explains. "All part of my true plan: When my creature reactivates the volcano, either the city pays me to stop it or be drowned in a sea of hot lava!" Ben comments on the plan. "Whoa! Talk about a hotfoot!" "Yes, indeed! HAHAHAHA!" The robot flies away as some lava bursts out of the side of the mountain.

"Ben! Hot lava? Can you dial up Water Hazard or Big Chill?" "Right!" Ben answered Gwen and got to work, twisting the dial through his roaster, only to stumble on a new icon as the watch glows yellow. "WHOA! Is this… An 11th alien?! I've never seen this guy before!" Max looks over and comments. "Maybe the alarm had something to do with it? Like a new alien alert system?" Ben smirks as he raises his right hand. "Well… Let's see what this new guy is made of!" "BEN! WAIT! We don't know—" FLASH


Tentacles of a sickly green color are woven from the device and engulf his arm, turning it into a large, buff limb that is made out of the tendrils, making it look woven together. Ben grins at the results, liking what he is seeing. "ALL RIGHT!" The same thing happens to his leg as the bottom outfit and shoes burst away, turning it into a black-covered leg that is armored and has 2 toes. It also has a knee pad that is white with 4 green spikes on it. "WHOA!"

Ben ducks down and emerges as he laughs, completely transformed. "HAHAHA!" The dial on his chest flashes green as he spins around, posing while silently yelling as rocks burst round him, akin to Dragon Ball.


The humans were shocked and amazed by the new alien as he towers over them. "This is so cool!" Ben cries out. He is now a 14-ft tall, buffed humanoid that has a green, splotchy skin color. His arms are large and buffed, reaching to his knees, and has sharp claws and is covered by black fingerless gloves. He has black and white shoulder pads with green spikes on them. He has black armor with a green strip on the chest, that has the Ultimatrix on it. A green and white belt with a white square of the buckle. His head looks like an octopus with black lips, fanged teeth, and green sacs on the sides. He has white stripes on his thighs and calves and white kneepads with 4 green spikes. He has 6 dangling tentacles on his neck like a beard. He has 6 on the back like dreadlocks, green eyes, and a black stripe on the top of his head, much like Four Arms' head stripe.

"Well… This is something." Max comments, unsure how to respond to the new alien as Gwen asks her cousin. "And what do you call this new thing?" Ben froze up as he suddenly heard whispers in his head. The boy was unsure by the sudden voices when a word stood out and kept repeating in his mind. "GAX! This is so awesome!" Gax chuckles as his cousin moves next to the elder. "Okay… What's a 'Gax'?" "Don't know. It just popped into my head for some reason." The alien shurgs at Gwen's question. Just then, more rumbling cuts the conversation as Max speaks out. "Well, whatever you are, you got to stop that creature! It's hero time, Ben!"

The alien responds with a smirk. "You bet it is!" He rushes off, ready to leap into action with his new transformation. He stands at the base of the mountain as the dirt trail leads up. "Okay! Let's see what Gax can do!" He cracks his knuckles and stabs his claws into the rock, easily climbing up with surprising agility and speed his size. "There's no word that can describe how I feel right now!" Gax chuckles as he starts leaping bounds, making progress.

But just then, a rockslide occurs, making him dodge the boulders as he super jumps to a ledge, crashing down and creating a growing crack from the impact. Gax grunts as he notices the cracking going up a snow-covered mountain, creating an avalanche as Gax quickly tries to climb over it! Gax kept leaping from tree to rock, trying to get to the top. He slipped up and got caught in the snow, only for arms to unravel into 5 tentacles on each side with the gloves becoming bands on one of them. "WHOA!"

He stabs his new arms into the snow and pushes with all his might, carrying himself up the snow and to the top as the alien smiles. "I take back every bad thing I'd ever said about tentacles!" He made it to the top as he looked down at Portland, searching for the mutant. "OK, BUDDY! I KNOW YOU'RE HERE! COME OUT AND LET'S FACE THIS: MONSTER VS MONSTER!" More rumbles respond to his answer as the mutant animal pops out of the top and towers over Gax, only for him to grab and slam him on the ground with ease! "NOT THIS TIME!" His super strength and tentacles kept the monster at bay as they both wrestled one another! "I see you're still ugly, aren't you? Guess Animo squeezed in extra yuck in ya!" He then slams the giant ant creature into its hole as lava starts spewing out while the alien notices. "Man! You don't let lava phase you, huh?"

The Mutant responds by grabbing and tossing Gax off, making him quickly stab his claws into a stop. The alien was angry as he glared up at the beollowing mutant, unaware his eyes glowing green. "That was not cool!" ZAP 2 powerful beams of emerald energy blasted the Ele-mite back, making the alien cry out with joyful surprise. "WHOA! Gax comes with laser eyes!? Now that's powerful!" He leaps back and smashes the ant down as he laughs and poses as he fires his eye beams up in the air in celebration. "All hail the most powerful alien in the world: Gax!"

The Mutant quickly knocks him off as the alien responds with his eye beams. He then throws a few punches and a hi-kick. With the beast stunned, Gax leaps up and does an axe kick that knocks the beast down farther as he lands on top and starts punching its head while grabbing on its feelers. "WHAT DO YOU THINK YOU ARE DOING!?" Gax stops to see Animo's robot flying down and the madman exclaiming. "Your fighting is causing the mountain to reactivate! Mt. Megalodon is going to blow soon!" The alien looks around to see smoke and lava pouring out of the top as rumbling occurs, making the people and town notice and start panicking

"But… But… I was trying to save the day." Gax spoke out in guilt. "Does this look like you're 'saving the day', Tennyson?" The Ele-mite throws Gax off, only for him to grab its pinchers with his tendrils and toss it and the drone away, sending them tumbling down as the alien recovers.


"How is he?" Grandpa Max questions Gwen as she watches through binoculars while they are at the bottom. "Gax is doing okay! But the mountain, on the other hand…" She hands them over to the elder as Max looks through them.


The alien noticed the lava as it was under his feet and started hopping in place. "Hot! Hot! Hot! Hot! Hot! Oh, boy! I can fix this!" Seeing a nearby peak, he lasers it off and stuffs it into the hole, like a cork on a bottle. "DOWN! DOWN! DOWN!" He cries as he stomps on it and then admires his handy work. "There! That should hold it..." But suddenly, the mutant roars from behind him and drags him down the Mountain. "WHAT THE!?"

Gax broke free and stomped the mutant on its back, grinning at it. "Ready to end this?" BEEP BEEP BEEP Gax's eyes widened as he glances down at the symbol. FLASH Ben quickly runs off as the beast chases him. Unfortunately, Ben's luck is against him as he stops at a cliff, turning around as he weakly smiles while slapping the Ultimatrix. "Uh… Don't suppose we can take a time out? You know, to catch our breaths?" Animo's drone hovers nearby as he responds. "I think not! Destroy him!" The beast bellow out as Animo grins. "Ohh... This going to be messy! I can't watch… OH, WAIT! YES, I CAN! HAHAHA!" But, just when it seems like the end for the boy… "BEN! LOOK OUT!"

The boy leaps to the side as the Rust Bucket knocks the 2 off. Gwen grabs her cousin's collar and pulls him back. "Are you okay?" He ignores her as he sees the glove recharged, making him grin as he pushes the button and raises his hand, only for Gwen to grab it. "WAIT! I don't think Gax is the right alien..." "What are you talking about?! Gax can handle this! He's the best alien for anything!" "Ben! This is serious! You can't control Gax!" "Come on! Gax saved the mountain! See?" Ben points out.

But the girl glances to see lava pouring down as smoke rises from the top, giving the appearance of a volcano that looks ready to blow as she frowns. "Yeah… He did an amazing job." Ben crosses his arms at his cousin's sarcasm and rolls his eyes. "All right… So, I need to rein him in, a bit more. But practice makes perfect, right?"

"Are you sure you don't want to wrap this up with someone like Diamondhead or Water Hazard and then run around and train with Gax—" FLASH "—Later?" Gwen finishes with an unimpressed look as Gax walks away with confidence and dusting his hands off. "Don't worry, cus! What's the worst that can happen, now that the elephant mutant is gone?" The beast pops up suddenly, bellowing as Gax freaks. He quickly dodges the monster and gets angry, annoyed by the mutant's stubbornness. He grabs his pinches with his tentacle arms and raises him above his head. "I AM SICK OF THIS THING!" He roars out as slams the bug giant against the mountain, which causes a reaction as cracks raced up to the top as lava flowed out of it. "Gwen is so going to 'I told you so' later..." Gax deadpans.

The lava cracks worsen as Gwen cries out. "BEN!" "NO WORRIES! I CAN FIX THIS!" BOOM The side exploded, turning into a downward torrent of lava and magma as the Rust Bucket drove to a safer rock, thanks to Max's driving. Gax hops onto one boulder, after another and stops as he calls out. "Are you guys okay?!" "We're fine, but the mountain isn't it!" The girl yells back. "If you find a safer place to time out, you can come back with an alien you know how to control!" "Ben! Listen to Gwen! Gax is not the right alien to handle this! You need to use one of your old aliens, to stop the lava before it reaches the town!" Max adds out.

But suddenly, the Mutant bug burst out of the lava, making the 2 powerhouses struggle again. "GET IT AWAY FROM THE VOLCANO! OTHERWISE, YOU 2 WILL JUST MAKE IT WORSE!" The pre-teen girl yells at the top of her lungs. As the alien struggles, he notices the top of the Volcano and the rock wall in the crater, gaining an idea that could work as he smirks. "Maybe making things worse is what we needed!" "WHAT!?" The elder and girl cry in shock at the same time.

Gax tosses the Ele-mite up and blasts it with his eye beams, pushing the mutant into the rock wall and causing a landslide. As boulders rain down, Gax makes it to the Rust Bucket. "Ben! I don't think Grandpa can get us out!" Gwen cries out as Gax merely lifts the RV above as he speaks back to Gwen. "If I can lift an Elephant-thing! Then the Rust Bucket is a piece of cake!" The new alien hero slides down to the ground, using the rock as leverage as he sets the Camper down. "There!" He turns and admires his handy work, which is a bunch of rocks trailing down the mountain. "That looks stable enough. Good job, team!" He exclaims as he turns around and dusts his hands off. "So, we're still on for burgers?"

The Ele-mite burst out of the rock as Gax got annoyed. "Are you kidding me?!" He fires his eye beams and makes more rock piled onto it, knocking it down for good after all the trouble it caused. "And this time, stay down!" "TENNYSON!" He turns to see the camera bot swooping in. "Don't think you have beaten me yet!" But the alien merely grabs it and shows his victory. "See this? It's something I like to call: 'Victory by a landslide'!"

Animo groans out in annoyance. "PUT ME DOWN! RIGHT NOW!" "How about I put you up, instead?" He kicks the robot as hard as he can, sending it flying as well, and grabs the knocked-out mutant in his tentacle arms and swings it around, gaining speed as he manages to throw it after the robot as well while Animo cries out in anger. "I WILL HAVE MY REVENGE!" "YOU AND WHAT ARMY?!" Gax cries back with a smirk as he watches it fly off.

"What do you guys think?" Gax asked his family as he turned back to them. Only for Gwen to slap her hand on Gax's forearm as the alien exclaims. "Hey! What was that for?!" 'For being a doofus, that's what! I told you to get that mutant away from the volcano, instead you caused a rockslide that almost buried us!" "Well, excuse me! I was trying to save the day, thank you very much! Besides, you trying to think of a better plan while wrestling a huge elephant bug, that keeps bothering you!?" Gax frowns with his fists on his hips as he and Gwen stare down at one another

"Okay! Okay..." Max got between them and broke up the fight. "What matters now is that Animo is defeated and the town is safe. Let's all get some lunch. I'm sure after eating, we'll feel less cranky, okay?" Both kids glanced at each other and responded. "Okay, Grandpa..."


Gax was carving his name into a rock, a bunch of times as his cousin watched while Max whips up lunch. "And you said Gax was uncontrollable. HA! I say!" The alien smugly told while snapping his fingers. Gwen, on the other hand, was concerned about something else. "Don't you think it's weird that you haven't turned back to human form? It's been 30 minutes. And you still haven't timed out."

Gwen was surprised by the alien's tentacles hanging over her face as her cousin smirked and leaned in close. "If by weird, you mean awesome? Then yes! It is awesome!" "GAAHHH BEN!" She waves her arms around, getting rid of the slimy tendrils just as Max exits with a plate that has a big pile of cheeseburgers, sitting on a nearby table with plates of fires and cups of sodas. "KIDS! FOOD'S READY! I hope whatever Gax is like cheeseburgers." Max chuckles, only to be surprised by Gax snatching 3 of the burgers in his tendrils and stuffing them into his mouth as he then chows down on some french fries and sips from his soda cup's straw. "I see someone's hungry. And over there tentacle phobia, by the looks of things."

"I got to keep my energy up and it's not hard to get over them when they're part of the coolest alien ever! HAIL TO GAX!" He cries out as he pumps his arms in anticipation, feeling like the most powerful thing in the Universe. "So, Grandpa!? Can we practice Gax, now!? Uh?! Uh?!" But it got interrupted by the badge beeping and flashing yellow again. "GAHH! There's that alarm again!" Max cries out as the alien stares down, unsure what to do. FLASH

"What the?!" Wildvine cries out as he stares at himself in shock. "Umm… Shouldn't you be back to Ben by now?" Gwen questioned in concern as Wildvine shurgs. "Should... But I didn't it! Weird… But nice! Lean, green and mean are on the scene." FLASH "I appeared to be on some sort of unpredictable transforming loop! It must be some sort of malfunction in the Ultimatrix!" Grey Matter exclaims, only to morph into Cannonbolt. "THIS IS INSANE!" "Insane good or bad?" Max questions as Gwen asks. "Ben? Can you stop it?" "Stop it? I think I like it!" The alien exclaims with a smile, unaware of the symbol briefly flashing to Gax's icon and back, blinking yellow.