Ben 10 Ultimate Hero Ep 39: Ulti-Tricked Part 3

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.

The Rust Bucket was driving through the forest, out of town as the Tennysons brought along Phill and brought him up to speed to help figure out the Ultimatrix's malfunction. Inside the RV, Ben was stretching, yawning, and walking away from his bed in his P.J.s while Phil was typing on his computer at the table. But Gwen wasn't so happy as accounted for her bags under her eyes and sluggish movement at the table and still clad in her sleepwear while Phill was already dressed. "Morning! I slept great! Hey, you guys are up early." Ben comments with a grin.

Gwen groggly responds. "Got up? Hey, lame brain... We didn't sleep at all last night." She groans out as the man replies. "You were switching aliens throughout the night. It kept us up all night. We didn't even get an ounce of sleep..." "Are you sure? I don't remember turning into any aliens, last night." The boy responds as he looks off in thought. But a video recording shown by Phil reveals that he kept sleeping through his alien shifts, keeping the family awake by his shapes and powers. Even Gax is part of it as his tentacles coil around the others in his sleep.

"Whoa… I guess I was shifting through aliens, all night." Ben blinks at the video. "Yep! Water Hazard even 'wet the bed'." Gwen adds in as she shows and drys out a soaked blanket and Ben is disgusted. "Ugg! Well… I stopped changing! Maybe you guys can get some sleep now?" Ben hopes, only to be proven wrong when the alarm rings once again. "Or not!" "That device has a mind of its own! And until we can figure out what's wrong with it, we're staying out in the forest, away from the public, so no innocent civilians can get caught up." Max explains to the others as he gestures to the woods.

The RV parks near a campground and they got to work after setting up camp. The group sat around a table outside as they focused on the Ultimatrix. As the alarm kept ringing, changing its pitch to the annoyance of the girl of the group, Phil tinkers with a screwdriver. "Is it me or is this thing getting louder?!" Gwen yells as Max comments while Ben looks bored. "The Ultimatrix never made that sound until Gax showed up. It's an alarm, right?" Phil answers his old friend. "Possible! It could be what attracted the bounty hunters if Gax is what they're after."

"I still don't understand!" Ben exclaims. "Okay! So the beeping can be annoying, but there's a flipside to this! I always get annoyed and tired of having to wait a while before using another alien. But now, I can switch between forms without having to time out! Plus, I even got an 11th awesome alien out of it! Why can't you guys see the good of this?"

"Maybe there's a reason why you're now having problems with the Ultimatrix, ever since you got your new alien, Ben? Maybe this shows you're not ready to handle having more than 10 aliens at a time?" Gwen questions. "Now, Ben..." Max explains to his grandson. "You're cousin may have a point. I think this is a little more complicated than that. But whatever comes our way, we can handle this, as a team. That's how the Plumbers worked, back then." BEEP "OW!" Ben yells out as he holds his arm in pain, glancing at the device to see a blue ring on the symbol. "What was that for, Phil?!" "It's a device made to monitor your rabid alien transformations. That way, we can monitor your energy signatures." He responds as he adjusts his glasses.

"Enough!" Ben exclaims as he stands up with an annoyed look. "This is my Ultimatrix! I would have known if something was wrong with it, and it's not broken! Now, I'm going to test out my new alien!" He turns and stomps off. "I'm going to keep training until I get him down, on my own!" Gwen cries out. "Ben! Wait! I don't think that's a good idea!" Phil interrupts as he looks at a tablet. "No! It's better if he uses the Ultimatrix! It'll give us more data to work with." But Max and Gwen can't help but get a bad feeling about Ben. Like something big is going to happen to him.

"Okay, Gax! It's showtime!" Ben exclaims as he transforms, morphing into the new alien in a clearing, far from the others. He then lifts a giant boulder with ease. "Super strength, check!" He tosses it behind and back-flips over, blasting his lasers and destroying the rock. "Agility and laser eyes, check!" He notices a tree and gets an idea, grabbing and tossing it up with ease. "He shoots…" ZAP "HE SCORES! And what's better than roasting 1 tree? Roasting 4 trees at once!" He exclaims as he tosses them all up, firing at them with pinpoint accuracy. The smoldering trees land behind him as the alien cries out with a grin. "Yeah! I can't believe that Phil guy is trying to fix this…"

FLASH "If anything, he just made it worse! I want to do Gax first, then the others, okay!?" Wildvine breathes out in annoyance as he picks at the device on his chest. "If I can just… Get this… Off…." FLASH Diamondhead groans out. "This is going to require some complicated tools." He morphs his index finger into a screwdriver and picks at the ring, unaware of the fire that is growing behind him. "Come on! I want… To… Focus on Gax!"

But as he kept trying to pry it off, the fire started getting bigger and more noticeable, making the alien look back, but also accidentally break off his finger, lodging a chunk of crystal in the badge as a small crack is shown. "Oh, great! Now look what you made me do, Phil!" But just then, the dial starts beeping out of control as green sparks come from it, concerning the alien.

FLASH Cannonbolt mumbles. "Well, at least I can stomp out the-" FLASH "-Fire! OWWW!" Grey Matter cries in pain as he holds his foot, hopping away, turning into XLR8, then Heatblast, Upgrade, and Four Arms as he holds his head in pain. "Ohhh… I don't feel so-" FLASH "Good..." Wildvine finishes as he morphs into Big Chill as he holds his stomach in pain. "Ohhhh… OHHHHH!" He accidentally breathes out a gust of ice, that luckily puts out the fires.

"Okay… Fire's out." FLASH Upgrade groans out. "But I'm still—" FLASH "Changing!" Diamondhead exclaims before turning into XLR8 then Water Hazard. "Okay, Ben! You can figure this out. If you can handle every crazy thing that was thrown at you so far this summer, you can handle this problem!" Just as he morphed back into Gax, a flaming fireball fell from the sky, making him leap out of the way as it crashed into the ice, blowing it to bits along with some trees as a red energy wave was released from it.

The alien sat up as he recovered from the explosion, making him groan. "Whoa… What was that? Another pod like the one the watch came from?" Only for more beeping to occur from the Ultimatrix. "This again?! Seriously?!"

"These readings are off the charts!" Phil exclaims as he gazes at the tablet. "No time for readings, Phil! That meteor landed where Ben went! We need to find him!" Max points out as both the elder and girl rush off to find the boy from the smoke of the crashed object. "WAIT!" They both stop as Phil explains. "There's something off. The data that's inside Ben's Ultimatrix: It appears some of it is fragmented. Incomplete. As if it was missing a part of itself. I think that the watch's alarm isn't an alarm. It must have been a beacon, calling out for something. But what?"

Max frowns as he gets a bad feeling. "Just in case..." He went over to the Rust Bucket and opened a secret compartment, taking out 2 strange devices that looked like cylinders. "While I was at Mt. Rushmore, I brought along a few things from the base, figured they could come in handy, and now my grandkids know about the Plumbers, figured it was no use keeping them in secret." Max gave one to Phil and they both activated and converted into blasters as Phil smiled. "Ha! Just like the good old days!"

Gax stands up as he gazes at the smoke, noticing some figure in it. Gax exclaims in surprise. "Whoa! Another alien?!" He remembers all the hunters and Z'Gore, frowning at how much trouble they caused him and his family. "I'm not taking any chances!" He fires a laser blast, making the figure hit the dirt as it knocks a tree down. But the alien was all over it as a fire started burning. "Not this time!" He kicks dirt on it and sighs out. "Close one… I had enough forest fires for one day."

He then turns back with a grin. "Now to take care of—" But as the figure stood up and revealed his identity, much to the bigger one's shock at what he saw what appeared to be another Gax, only shriveled up like an elder. But besides the red eyes and wrinkles on its skin, it almost looks like… "GAX'S SHRIVELED TWIN!? First Diamondhead and now Gax?! What's up with me and meeting lookalike of my aliens?!"

"So… you call yourself 'Gax', huh?" The old alien points out as he chuckles and approaches. "Then call me… Vil. Greetings, fellow Chimerian Sui Generis." "Wait! Chimerian what?! Is that… Gax's species!?" "You have no idea of the power you hold, do you?" The hero merely smirks as he chuckles. "Oh! I have an idea! Watch this!" He turns and fires his lasers at a nearby cliff wall, breaking a rock apart as he catches it with ease, thanks to his tendrils. He then chucks it upward and runs towards the wall, kicking off it and leaping up as he smashes the rock apart with one punch, landing in front of the elder and rubbing his knuckles on his chest. "How's that?" "Yes… You possess great power and strength! But the problem is that you lack control." Gax adopted an annoying expression as he crossed his arms at the elder alien. "Now you're sounding like Grandpa and Gwen! Another person trying to tell me how to use my aliens!"

Vil then decides to show the young shapeshifter by pointing at another tree. "Why don't you try your laser on another tree? This time, I'll guide you." Gax looks between the 2 for a bit and then sighs out. "Fine… But you better have a fire extinguisher on that spaceship of yours, pal!" He fired a continuous beam at the tree as Vil kept talking. "Good… Now don't stop. Focus! Control your power." But what Gax didn't notice, is that Vil was slowly reaching for the Ultimatrix. But just as he was about to touch it…

"WHOA!" Gax exclaims as he stops with a surprised expression, making Vil hide his hand. Gax gestures to a smoking ash spot. "No fire this time! I completely lasered that tree out of existence! HAHAHA!" He laughs as he cartwheels away and lays down, chuckling to himself. "Now…" He looks up to Vil. "Do you understand when raw force is matched with focus and discipline?"

"Yeah…" Gax said as he stood and walked away a bit, finally understanding about control. As he thought about it more, he realized that Grandpa and Gwen were right! Maybe control is all he needs to unlock his aliens' true powers. "Whenever I turn into an alien, I just go with the flow and follow my instincts! But maybe this control is all I need to unlock my true powers." "Indeed! There's nothing wrong with listening to your instincts. But they can only get you so far. This form's true potential is achieved through a lifetime of discipline and focus on raw power. Which is why this power… IS RIGHTFUL MINE!" Suddenly, and without warning, Vil latches on the symbol, making red sparks and energy fly out as Gax screams in pain. "AAAHHHHHHHHHH!" "YES!"

"BEN!" Gwen cried out as Max stopped her before she could hurt. But as Vil kept latched, Gax started shrinking while he was growing bigger. But Gax pushes through the pain and grabs his arm. "GET… OFf… ME!" He shoves him away as Vil becomes bigger than Gax, standing at 18 Ft. tall! Gax looks like a mixture of him and Ben, just as the symbol beeps and times him out. As the boy recovers and sits up, rubbing his head in mild pain, he notices the Ultimatrix is acting weird. He glances at it to see Gax's icon, all glitchy and frizzing out before it fades away. "What the?!" "I AM VILGAX ONCE MORE!"

Ben looks up in shock at 'Vilgax'. The behemoth looks like Gax, except his tentacles and arms now fade to brown at the ends. He has crimson eyes and the device on his head is black with red water. He is wearing black/crimson armor with red veins on his thighs. His arms are more buff than Gax's, having red lines in them. His shoulder pads are sharper and have crimson spikes that are longer than Gax's. Instead of fingerless gloves, he has matching fingerless gauntlets that cover most of his forearms and have gold and red cylinder spikes on them and the knuckles have red circles as well. His leg armor has 2 toes, crimson spiked knee pads, and a red 'v' shaped buckle for his alien belt. His facial tentacles are 7 instead of 6 and 2 of them have the suction cup 'hands' of Earth squids while his back tendrils are 4. he lastly has a v-shaped headpiece on his forehead.

Ben glares at the giant alien that lied and used him. "What did you do?! What happened to Gax!?" "Gax was a fracture of my DNA! My true power, trapped inside that Ultimatrix to be used as a child's plaything! But when you interrupted the process, you managed to spare that pitiful copy's existence! NO MATTER!" Vilgax declares as he narrows his eyes as he declares. "I have what I came for, at long last! I warned you before, child, that I will take back what was stolen from me." The boy kept glaring at his new foe, but upon hearing that last bit, the kid couldn't help but wonder what he was talking about. But now that Ben gets a good look at Vilgax, he gasps as he figures it out. "Wait a sec! It's you! You were the alien from my vision before with Rojo!"

"Correct! I used my DNA in the Ultimatrix to contact you. I told you I would find your planet and retrieve what was once mine. Now... The halves have become whole! I regained my former strength! And I will now destroy that cursed device! So that my power can never be used for such trivial things, ever again! If you want to live, child, give me the device, now." As the boy's eyes widened in surprise, some laser blasts nails Vilgax but didn't even hurt him as both of them glanced at Max and Phil, holding smoking blasters. "Get away from my grandson, squidhead!" Max demands with a frown.

"Grandpa!" Ben calls as Vilgax just narrows his eyes. "You think those puny weapons can defeat Vilgax the conqueror? How pathetic..." Vilgax charges up his laser eyes as Max and Phil notice. "Take cover!" Phil cries out as the 2 leaps out of the way and tackles Gwen, getting out of the way from the laser eyes. "GUYS!" Ben hollers out in worry and fear for his family, only to see the 3 of them are okay, scathed a tiny bit, but okay.

Just as the kid breathed a sigh of relief, a red vortex opened behind him. "We're too late!" Krabb exclaims as the hunter exits out of the portal. "Oh, come on! These guys again!?" Ben groans out in dismay.

But just then, Krabb fires a yellow energy beam at Vilgax, making the boy surprised as the alien merely knocks it aside. "You are indeed too late, Hunters! Now… Witness the power of Vilgax!" "Vilgax has been restored! We have to stop him!" Tetrax exclaimed as they all charged and attacked while Ben watched in awe. Six-Six doves through his legs and tangled his arms, blasting his cannons at the squid alien. But it didn't do a thing as he merely threw him around like a rag-doll. He slams into a tree and rockets back, only for it to fall towards Ben's family and Phil as Ben rushes towards them. But he then morphs into XLR8. "ALL RIGHT!" He zooms and grabs them, getting them to safety as Max asks."Ben! What's going on!?"

"I don't know, but I think the hunters are on our side, Grandpa! I need to help them!" He points out as he rushes back. He made back as he saw Vilgax break out of a diamond prison. "Sorry, we got off on the wrong foot!" The alien speedster exclaims as he dodges a laser and zooms at the large alien. FLASH "AAAHHH!" Only Grey Matter flew straight to Vilgax, who merely caught and flung him back, making the frog alien recover and look at himself in annoyance. "I'm not liking these unpredictable transformations, now! Maybe Gwen's got a point..."

He glances up to see Vilgax defeat and tosses the hunters back into the vortex, making it close up. "Great! Solo again! Hmmm…" Grey Matter starts thinking as he stares at Vilgax and the environment as he calculates and makes several equations. "Typically Galvin behavior: Always thinking about every action they take." Vilgax scoffs to himself as Grey Matter exclaims. "I'VE GOT A PLAN!" FLASH

Cannonbolt stands with a blank look. "I just lost my plan. Guess I'll do this, the Cannonbolt way!" He rolls at Vilgax, who merely stops him with just one claw and tosses him behind as he morphs into Heatblast. The fire alien recovers and prepares to toss a fireball. FLASH Only for seed bombs to engulf Vilgax in smoke. Wildvine shrugs and digs his legs and arms underground, causing a bunch of vines to entangle Vilgax's arms as they fight while Wildvine grins. "HA!"

But Vilgax was way stronger, grabbing the tendrils, pulling Wildvine underneath, and sending him flying up as he switched to Big Chill. "You are trying my patience, boy!" The villain fires red laser eyes at the moth as he quickly goes intangible. "I just need a moment to recover!" FLASH "Oh, no." Diamondhead groans out as he falls to the ground. As he sat up, he quickly fired shards at Vilgax's eyes, blinding him as he groaned in pain. He took the chance to knock him back with a diamond pillar and aimed his right hand, just as he switched to Water Hazard. The alien fires a burst of water that sends Vilgax over a cliff, falling into another forest with a thud as the alien looks over.

"BEN! Are you okay!?" The alien responds to his cousin as he sighs out, tired from the fight and the random changes. "Yeah… I think he's down for the count." CRASH The hero whirls around to see Vilgax beside him. "Is that the best you can do? Knocking me off a cliff? I almost feel pity on the Ultimatrix, bounded to a clueless child." "Oh, come on! Why can't you stay down!?" Water Hazard groans as he backs up. "Just surrender, boy!" Vilgax snarls out of his fanged mouth as the kid hero morphs into Four Arms. "That's it! You're sushi, Squid Face!" The alien bellowed as he threw 2 right fists, only for Vilgax to effortlessly hold it while the alien hero was surprised. But if that wasn't enough, the cylinder's lines glowed red as they were injected into the gauntlets and arms of Vilgax, making them even bigger as red energy surges.

"Like I said before, without full control of your abilities, you can't defeat me!" The alien snarls as he punches Four Arms straight to a rock wall, morphing into XLR8 and Heatblast before crashing into it, slumping down as rocks start covering him. "BEN!" Gwen cries out in dismay at seeing her cousin crushed by rocks. "Gwen! Get down!" Max quickly pulls the girl down as Vilgax approaches the pile, deactivates his gauntlets, shrinks his arms back and steam erupts from the spikes, and narrows his eyes. "Pitiful."

He then walked away and took out a remote from his belt, pushing a button as his ship, The Chimerian Hammer, came out of camouflage mode and boarded it. It then flies upward and takes off into the distance. "BEN!" Max cries out as they rush to the pile of boulders, pushing one off to reveal Grey Matter as Max asks. "Ben? Are you okay, champ?" "Whew… Good thing I turned into Grey Matter... His small size saved me from getting crushed." FLASH "I just want to be Ben again..." Upgrade groans as he lies down on his back. "Changing from alien to alien lost it's fun." FLASH

"That… Might not be possible..." Phil adds in as he removes the shard from Diamondhead's dial. "You are a smart science guy, Phil. And a downer." The alien moans. "It appears that the device is in a fused open state. While I am reading energy signatures from 10 aliens... There isn't one for Ben Tennyson." Gwen and Max glance at each other in shock and worry at Phil's deduction as Diamondhead lies down, constantly switching aliens as the truth of the matter settles in: He may never be human again… EVER!