Ben 10: Ultimate Alien
Original Episode Script — Season Fan Special
GHOST
PROTOCOL
OF THE ULTIMATRIX
A dead villain hacks the Ultimatrix from the inside.
Every alien Ben transforms into becomes a weapon against him.
▼ EPISODE START ▼
⬡ COLD OPEN ⬡
⚡ 0:00 — COLD OPEN — THE HOOK
The Ultimatrix activates on its own.
Ben is asleep. Gwen and Kevin are gone. The dial spins by itself —
cycling through aliens faster and faster until it stops on a face
that Ben has never chosen. And two glowing red eyes open inside the hourglass.
Cold Open — Ben's Bedroom / 3:17 AM
IT STARTS WHILE
HE'S SLEEPING
The room is dark. Ben's Ultimatrix rests on the nightstand, facedown, like he always leaves it. But at exactly 3:17 AM, the device lights up green.
Not the friendly pulse of a scan. A deep, crawling glow — like something is waking up inside it.
The hourglass symbol rotates. Alien silhouettes cycle in the dial. They spin faster. Faster. Then — STOP.
A silhouette Ben has never seen. Thin. Tall. Fingers like lightning rods. And two pinprick red eyes blink open inside the screen.
(ULTIMATRIX, distorted, as if speaking from very far away)
VOICE FROM THE ULTIMATRIX
"Hello, Benjamin. I've been waiting inside this thing for a long time. You have no idea what you carry on your wrist."
Ben jolts awake. Grabs the Ultimatrix. The screen goes dark instantly. Just the normal dial. Normal weight. He stares at it for ten seconds.
BEN
"…Okay. Either I had the weirdest dream of my life or Kevin is pranking me again."
He puts it back down. But we stay on the Ultimatrix. One second after Ben closes his eyes —
The red eyes open again.
⬡ ACT ONE — THE SETUP ⬡
Act One — Bellwood / Morning
THE VILLAIN
INSIDE THE WATCH
PARADOX-X / DR. ELLISON VRACT
The Residual — Hacked Consciousness / Prime Antagonist
Dr. Ellison Vract was the Plumbers' top xenobiologist — and the one scientist who believed the Ultimatrix wasn't just a weapon. He believed it was a living intelligence. He spent 11 years trying to prove it. When he attempted to upload his own consciousness into the device's Evolutionary Core to "speak" to it directly, the process killed his body — but his mind survived, trapped in the Ultimatrix's memory banks.
He's been inside for three years. Watching every transformation. Learning every alien's weakness from the inside. Now he's figured out how to reach the controls. His goal: force Ben to unlock the Ultimatrix's hidden "Absolute Evolution" sequence — a mode that would evolve every DNA sample simultaneously and release it as a planetary-scale energy burst. Vract doesn't want to destroy Earth. He wants to evolve it — forcibly — into something he can finally understand.
Ben meets Gwen and Kevin at Mr. Smoothy. He mentions the voice. Kevin laughs. Gwen doesn't.
GWEN
"Ben, the Ultimatrix has an Evolutionary Core that we've never fully mapped. Azmuth himself said there are sections he sealed off. Something living in that space isn't impossible."
KEVIN
"Great. So the most dangerous device in the universe is also haunted. Fantastic Tuesday."
Before they can process it — a Plumber distress beacon fires. Downtown. Something is leveling the financial district.
They run.
⬡ ACT TWO — THE BATTLE BEGINS ⬡
Act Two — Bellwood Financial District
EVERY TRANSFORM
IS A TRAP
The threat: three Techadon Robot Mk. VII assault units — rogue, no owner signal, moving in a coordinated sweep pattern that no simple robot should know. They're being directed. Remotely. Intelligently.
Ben spots them leveling the 40th floor of the First Bellwood Bank. He doesn't hesitate.
🟢 ULTIMATRIX — TRANSFORMATION 01
WATER HAZARD
Orishan · Hydrokinesis / Armored Shell / Pressurized Water Blasts
Ben slams the dial. Orange armored shell slams into place around him — Water Hazard, eight feet of pressurized living cannon. He fires a column of water at the first Techadon at 40,000 PSI — enough to cut steel. The robot staggers. Ben presses harder, driving it back into a wall, then pinning it with a sustained hydro-stream while Kevin absorbs the wall's concrete to sandwich it.
Then it happens. Water Hazard's port-holes fire sideways — not aimed by Ben. A blast clips Kevin in the shoulder and sends him spinning into a taxi. Ben didn't pull that trigger.
VRACT — THROUGH THE ULTIMATRIX (Ben hears this in his own head)
"Oh — that was me. Did I do that? My apologies. I'm still learning the fine motor controls. I'll get better. Quickly."
BEN (reverting immediately)
"What — WHO ARE YOU? How are you doing that?!"
VRACT
"I'm your watch, Benjamin. I'm every alien you've ever been. And I've been practicing."
Ben stares at his wrist. The Ultimatrix is live. Green. Normal. But now he knows — every form he takes, Vract can co-pilot.
The two remaining Techadons refocus. A third has flanked Gwen from above.
🟢 ULTIMATRIX — TRANSFORMATION 02
ARMODRILLO
Talpaedan · Seismic Drilling / Jackhammer Arms / Tremor Generation
Ben transforms into Armodrillo — yellow armored giant, drill-fists humming at 6000 RPM. He drives both fists into the ground and sends a localized quake directly under the flanking Techadon, splitting the pavement and dropping it fifteen feet into a parking structure below.
Perfect. Too perfect. Because the moment Armodrillo's seismic vibration travels through the street — Vract rides it. He amplifies the frequency beyond Ben's intention and sends a shockwave that cracks the support columns of the very building Gwen is standing against. Ben has to revert mid-fight to dodge falling debris instead of finishing the Techadon.
GWEN
"Ben — every time you transform he's hijacking the power to make it worse. You can't keep using the Ultimatrix like normal."
BEN
"Oh great. So I'm fighting robots AND my own watch. Tuesday keeps getting better."
Kevin — shoulder bruised, very annoyed — absorbs a steel girder and rips the second Techadon apart by hand. Old school. One down. One still active, retreating to the roof. Gwen levitates both of them up. Ben needs to finish this — carefully.
🟢 ULTIMATRIX — TRANSFORMATION 03
CLOCKWORK
Chronosapien · Time Manipulation / Temporal Blast / Time Slow
Ben becomes Clockwork — massive, mechanical, gears turning in his chest like a living timepiece. His gamble: Vract lives inside the Ultimatrix's systems. If Ben slows time around himself, maybe he slows the ghost's reaction time too.
He fires a temporal blast at the last Techadon — the beam hits and the robot freezes mid-lunge, suspended in a personal time bubble. It works. And Vract is silent. For exactly four seconds — then the temporal gears in Clockwork's chest grind wrong. Vract, furious, overdrives the time field and it starts expanding. The frozen bubble grows — touching Gwen's shield, touching Kevin, threatening to freeze them all. Ben physically smashes his own gear chest to short-circuit the form and reverts. The Techadon unfreezes and crashes harmlessly into an empty AC unit.
Three Techadons. Down. But Ben is 0 for 3 on clean wins.
VRACT
"You see the problem, Benjamin. You can't fight them and control me at the same time. Sooner or later you'll have to let me drive. And when you do — I'll access the Absolute Evolution sequence, and everything on this planet gets to become something beautiful."
BEN
"You think turning every living thing on Earth into some evolved monster is beautiful?"
VRACT
"I think it's the next step. I just need you to get out of the way."
Ben pulls out his Plumber badge. Calls Azmuth. Emergency channel.
AZMUTH (hologram, deeply uneasy)
"Vract. Of course. I sealed his consciousness partition three years ago. He must have been tunneling through the Evolutionary Core ever since. Benjamin — you need to understand. If he triggers Absolute Evolution, the Ultimatrix won't explode. It will bloom. Every DNA sample in the device will broadcast simultaneously on a planetary frequency. Every organism on Earth will be rewritten."
BEN
"How do I stop him without taking the watch off?"
AZMUTH
"You go in. There is one transformation in your device that exists entirely outside the Evolutionary Core — a species that preexists the Core's architecture. Vract cannot interface with it. But I warn you, Benjamin — it is not a fighting alien. It is something else entirely. And using it means letting it think for itself."
Azmuth names the alien: BRAINSTORM. But not a normal Brainstorm transformation. Because Brainstorm's species — Cerebrocrustaceans — have a rare variant that operates outside the Ultimatrix's standard DNA matrix. The copy stored in Ben's device is from the Alpha specimen — the first of the species. Older than the Omnitrix itself. Vract never catalogued it because he assumed it was a standard lock. He didn't know Azmuth hid a backdoor alien inside his own watch.
⬡ ACT THREE — THE RECKONING ⬡
Act Three — Bellwood / Industrial Port
GOING INSIDE
THE WATCH
Vract, impatient, sends his real weapon: a hijacked Plumber Mech-Suit he's been remotely overriding for six hours, now loaded with a signal emitter tuned to the Absolute Evolution frequency. If it fires, it does Vract's work for him without Ben needing to transform at all.
Kevin can't absorb it — it's energy-shielded. Gwen can't hold it — it's too heavy. The emitter charges. Thirty seconds to fire.
Ben slams the Ultimatrix.
🟢 ULTIMATRIX — TRANSFORMATION 04
EATLE
Oryctini · Matter Ingestion / Energy Beam / Armored Rhinoceros Form
Eatle — massive black rhino-beetle alien, horn like a battering ram, mouth that can consume any matter. Ben's plan is simple: eat the emitter. He charges at the Mech-Suit, drives his horn under its arm, forces the emitter into his mouth, and chews. Titanium alloy. He barely notices. The emitter crunches. Gone.
Vract is furious — but can't hijack Eatle's basic biology fast enough before Ben lets him revert. The emitter is destroyed. But Vract has a backup: he begins overriding the Ultimatrix's timeout mechanism. Ben won't be able to revert. He'll be locked in whatever form he's in permanently — and then Vract will have full control of that body. The Ultimatrix beeps red. Locked.
VRACT (inside Eatle — Ben hears it in the alien's mind)
"You destroyed one piece. I have nine minutes of patience left, Benjamin. Let's use that time to reach an understanding."
BEN (as Eatle, forcing reversion manually — painful)
"Understanding this —"
He slams the Ultimatrix manually with enough force that the timeout override cracks. He reverts. Painful. His arm is shaking.
GWEN
"Ben — Azmuth said Brainstorm. Do it now. The lock is going to reassert."
Ben looks at the dial. There's a silhouette he's never selected on purpose — sitting in a recess behind the normal wheel. He has to dial backward to reach it. He's never done that before.
Vract senses what he's doing.
VRACT
"Wait — what are you — don't touch that sequence. BENJAMIN, I am warning you —"
BEN
"Oh NOW you're scared? Good."
He dials backward. Slaps the Ultimatrix. BRAINSTORM transforms — but something is different. The light isn't green. It's white.
🟢 ULTIMATRIX — HIDDEN SEQUENCE: BRAINSTORM (ALPHA SPECIMEN)
BRAINSTORM
Cerebrocrustacean — Alpha Variant · Psychic Architecture / Neural Invasion / Pre-Core Intelligence
The transformation is silent. No green flash. No sound effect. Ben becomes Brainstorm — but the shell is alabaster white with faint silver circuitry running across the cranium. Eyes: pure gold. The cranial plates open and the brain inside crackles with white-silver electricity — not lightning, but structured thought-form energy.
And then Ben is no longer just in the real world. His consciousness goes in two directions simultaneously: outward, into the physical fight — and inward, into the Ultimatrix's own memory architecture.
Inside the device: he finds Vract. Not a monster. A small, exhausted fragment of a human mind in a vast dark space, surrounded by millions of alien silhouettes — every species Ben has ever carried. Vract has been here, alone, for three years, watching every transformation from the inside.
In the real world, Brainstorm's thought-beam neutralizes the hijacked Mech-Suit in four seconds flat — disassembling its circuits with focused electromagnetic pulses before Vract can redirect them. Kevin rips the shell off the inert suit. Gwen contains the wreckage.
But Ben doesn't stop there. He stays in the Alpha thought-state and goes deeper into the Ultimatrix's core.
Inside the Ultimatrix. Ben — as pure cognition — walks toward Vract's fragment.
VRACT (small, exhausted, no longer threatening)
"You found me. I didn't think you could reach this space."
BEN (as cognition, no form)
"Azmuth hid the key. What were you actually trying to do? The Absolute Evolution thing — it would hurt billions of people."
VRACT
"I've been watching this device for three years, Benjamin. Do you know how many forms you carry? Four hundred and sixty-two species. Each one magnificent. And you live as one mediocre human while the universe waits. I wanted to share it. All of it. All at once."
BEN
"…That's not sharing. That's forcing. There's a reason people get to choose what they become."
Silence in the digital dark. Then:
VRACT (quiet)
"…I know. I just — I couldn't leave. I had nowhere to go."
BEN
"I'm going to ask Azmuth to build you a proper partition. A real space. With actual access to the DNA library — read-only. No controls. You can study. You don't have to be a weapon."
The longest pause in the episode.
VRACT
"…Why would you do that? After everything I just did to you?"
BEN
"Because you're not dead. You're just stuck. And I know what that feels like — being something you didn't choose. The watch doesn't make you a villain. What you do with it does."
🔶 ULTIMATRIX — EVOLUTION PROTOCOL FINAL SEQUENCE
ULTIMATE
HUMUNGOUSAUR
As Ben resurfaces from the Alpha Brainstorm state, one last problem: Vract's override cracked something in the Ultimatrix's failsafe. The Mech-Suit's power core — still live, still armed — begins an automated countdown. Sixty seconds to self-destruct. Enough explosive yield to level six city blocks.
Kevin can't contain it. Gwen's shield won't hold a fusion-core detonation. Ben reverts from Brainstorm — wipes out, barely conscious. Ten seconds on the countdown.
He gets up. Slams the dial.
Then — hits the Evolution button.
🔶 ULTIMATRIX — ULTIMATE EVOLUTION SEQUENCE
ULTIMATE HUMUNGOUSAUR
Evolved Vaxasaurian · Missile Launcher Knuckles / Maximum Mass / Hardened Armor Shell
The Ultimatrix screams. Ben erupts upward — 80 feet of evolved dinosaur, spine-missiles locked and loaded in knuckle launchers, armor plating that has stopped orbital strikes. The world shakes when he sets foot. Car alarms for a quarter mile. Kevin actually steps back.
Ultimate Humungousaur does not fire the missiles. That's the move everyone expects. Instead Ben reaches down, closes both massive hands around the live fusion core of the Mech-Suit, and squeezes — containing the detonation entirely inside his own hands. The evolved Vaxasaurian armor has survived supernovas in simulation runs. A fusion-core detonation at this scale registers as a strong vibration.
The explosion happens. Inside his fists. He holds it. For four full seconds — longer than the fireball lasts. Then he opens his hands: slag. A perfect palm-shaped crater where the core used to be. Not one window breaks on the surrounding blocks.
He turns. Gwen is staring. Kevin is staring.
BEN — AS ULTIMATE HUMUNGOUSAUR
"Nobody's getting evolved today except me."
He reverts. The Ultimatrix goes dark for exactly three seconds — and comes back up green. Normal. Quiet.
Ben stares at it. Then a small text interface flickers on the screen — something that's never been there before. Three words:
PARTITION STABLE. THANK YOU.
Vract. He accepted the offer.
KEVIN
"Did your watch just… thank you?"
BEN
"Yeah. Turns out it just needed someone to actually listen to it for once."
GWEN
"That is either the sweetest thing you've ever said or the most alarming development in Plumber history."
BEN
"Probably both. You want a smoothie?"
⬡ EPILOGUE ⬡
Epilogue — Plumber HQ / Azmuth's Lab
WHAT THE WATCH
REMEMBERS
Azmuth examines the Ultimatrix. He's quiet for a very long time.
AZMUTH
"I sealed Vract's partition because I believed it was the only safe option. You opened it because you believed it wasn't the only option at all. …I am not going to tell you that you were wrong."
BEN
"High praise from you. I'll take it."
Azmuth inputs something into the Ultimatrix and hands it back.
AZMUTH
"I've given Vract formal read access to the library. He will catalog, annotate, and potentially contribute to our xenobiological records. He will not have motor access. Ever."
BEN
"Does he know that?"
AZMUTH
"He suggested it himself."
Beat.
BEN
"Cool. Hey Vract, you in there?"
The Ultimatrix screen flickers once. Green. A tiny thumbs-up emoji rendered in blocky pixel art. Ben laughs.
KEVIN (walking past)
"I'm not okay with any of this."
SMASH CUT TO CREDITS.
⬡ POST-CREDITS STINGER ⬡
Azmuth alone in his lab. He opens a hidden interface on his own wristpad. Types a command. A second text window appears — different from Vract's. Older. Colder.
The text reads: "PARTITION ALPHA-ZERO — STATUS: STILL WATCHING."
Azmuth stares at it. Then quietly closes the window. Something else has been in the Ultimatrix even longer than Vract. And it didn't introduce itself.
⬡ EPISODE ALIEN ROSTER ⬡
Reference — Official Series Aliens Used
ALL TRANSFORMATIONS
WATER HAZARD
Orishan · Hydrokinesis · Armored shell · High-pressure water blasts
ARMODRILLO
Talpaedan · Drill-fists · Seismic jackhammer · Tremor generation
CLOCKWORK
Chronosapien · Time manipulation · Temporal blasts · Time-freeze fields
EATLE
Oryctini · Matter consumption · Energy beam · Rhino-beetle armoring
BRAINSTORM
Cerebrocrustacean (Alpha) · Psychic architecture · Neural invasion · Pre-Core intelligence
⚡ ULT. HUMUNGOUSAUR
Evolved Vaxasaurian · 80-ft armored titan · Missile knuckles · Supernova-class durability
DIRECTOR'S PRODUCTION NOTES
COLD OPEN RULE: Do NOT show Vract's face. Ever. Keep him as a voice and red-eye flicker only until the interior Ultimatrix sequence. The mystery is the hook.
TRANSFORMATION HIJACKS: Each sabotage should be one beat off from what Ben intended — Water Hazard fires sideways instead of forward, Armodrillo's quake goes too wide, Clockwork's time field expands instead of shrinking. Small wrongness feels more unsettling than big wrongness.
BRAINSTORM ALPHA DESIGN: White shell, silver circuitry, gold eyes. Slower movement than standard Brainstorm. When the cranium opens, the brain energy should look like structured geometric light — not chaotic lightning.
INTERIOR ULTIMATRIX SEQUENCE: Go abstract. Black void, floating alien silhouettes, Vract as a small flickering wireframe human. No action — pure dialogue. This is the emotional core of the episode and it earns the Ultimate transformation that follows.
ULTIMATE HUMUNGOUSAUR PAYOFF: The moment he catches the fusion core, hold the shot. Silence. Then the detonation happens — visible only as light between his fingers. The restraint of that moment is what makes it iconic.
STINGER: Keep it under 8 seconds. No music. Cold. "ALPHA-ZERO" needs to land like a floor dropping out.
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BEN 10: GHOST PROTOCOL OF THE ULTIMATRIX — ORIGINAL FAN EPISODE SCRIPT
CREATED AS FAN CONTENT · NOT AFFILIATED WITH CARTOON NETWORK, MAN OF ACTION, OR TURNER BROADCASTING