BEN 10: ULTIMATE ALIEN
"Countdown"
A Fan-Made Episode Script — Written in the style of Dwayne McDuffie
COLD OPEN
EXT. BELLWOOD — RIDGELINE AVENUE — 10:47 AM
Bright morning. Hard sunlight on clean sidewalks. A school bus idles at a red light. A crossing guard waves three kids across.
Normal.
Completely, aggressively normal.
Then the crossing guard's watch stops.
Then the school bus's dashboard clock stops.
Then every digital display on the block — the bank's marquee, the crosswalk counter, the pharmacy's window sign — freezes on whatever number they happened to be showing.
Everything telling time in a four-block radius just... stopped telling it.
BEN TENNYSON notices because he's standing at the crosswalk, waiting for the light, and his wrist comm just went from 10:47 to nothing.
He looks at it.
Looks at the bank marquee.
Looks at the crosswalk counter.
BEN
(quiet)
Okay. Something just killed every clock on the block.
The light changes.
He doesn't cross.
He looks down the street instead — toward the origin point his instincts are already pointing him at.
A figure stands at the far end of Ridgeline Avenue.
Still. Watching.
Not running. Not threatening. Just — present, the way a weather system is present before it does anything.
TEMPUS.
Roughly human in silhouette, but the proportions are slightly wrong — arms a fraction too long, head a fraction too still. Dull silver-white skin like old bone. Twelve clock faces embedded in his torso in a ring, each one running at a different speed, some forward, some backward, none of them the same. Empty white eyes. No expression because the face isn't built for one.
He raises one hand.
A clock face on his chest spins forward rapidly.
Down the block, the school bus's engine dies. Not sputters — dies, as if it used a year's worth of fuel in a second.
Another clock face spins.
The sidewalk beneath the bus cracks slightly, aged by the same principle.
BEN
(watching the bus, watching Tempus, already moving)
He's not stopping time. He's spending it.
He slaps the Ultimatrix.
ACT ONE
[TRANSFORMATION SEQUENCE]
Green flash — white-out — FASTTRACK lands running before the transformation even fully completes, already at speed, already covering ground.
BEN (AS FASTTRACK)
(calling back to the kids still near the bus)
Get away from the bus! Move!
They scatter.
Fasttrack closes the distance to Tempus in under two seconds.
Tempus watches him come.
Doesn't move.
Three clock faces spin simultaneously as Fasttrack hits his approach—
And Fasttrack runs straight into a wall of aged air.
Not a physical barrier. Just a pocket of atmosphere that's been fast-forwarded a hundred years in the span of a second — dense, strange, resistant in ways that don't make physical sense.
Fasttrack bursts through it — but slower. The last six feet of his approach lost, like running through a decade compressed into a doorway.
FASTTRACK
(staggering, throwing a punch anyway)
What—
Tempus steps aside.
Not fast. Just — the punch aged mid-arc, slowing as it entered the field around his body, losing force across time rather than distance.
It lands with the power of a gentle push.
TEMPUS
(voice like a grandfather clock's resonance — deep, measured, unhurried)
Speed is distance divided by time, Mr. Tennyson.
He tilts his head.
TEMPUS (CONT'D)
What happens to speed when time is no longer a constant?
Four clock faces spin.
The asphalt under Fasttrack's feet ages twenty years in a second — cracks spreading outward, surface crumbling, traction disappearing.
Fasttrack stumbles.
He recovers, circling, trying to get an angle that doesn't require running directly through whatever Tempus is projecting.
FASTTRACK
(circling)
You're aging things. Everything you touch, you fast-forward.
TEMPUS
(turning to track him, unhurried)
I redistribute temporal flow. Objects age. Energy dissipates. Movement loses its purchase on the present moment.
A clock face spins backward.
A parked car fifty feet away runs briefly in reverse — a dent in its door un-denting, old paint returning — before Tempus lets it go and it re-ages, the dent returning, now joined by three new cracks.
TEMPUS
(conversationally)
The Ultimatrix contains biological samples from species across the universe. Each one encoded with eons of evolution.
He watches Fasttrack.
TEMPUS (CONT'D)
I intend to extract those eons.
FASTTRACK
(stopping dead)
You want to age the Ultimatrix.
TEMPUS
(simply)
I want to age everything inside it. The evolutionary data of ten thousand species, accelerated forward by a million years.
A beat.
TEMPUS (CONT'D)
The knowledge that produces would be incalculable.
FASTTRACK
(quiet)
You'd kill every DNA sample in it. Every alien I can turn into — gone.
TEMPUS
(no apology in it)
Progress has costs.
ACT TWO
Fasttrack moves — not directly at Tempus this time, but diagonally, trying to get past his temporal field's edge.
Tempus rotates a clock face.
The space Fasttrack is running through ages mid-stride — not the ground, the air, the specific column of atmosphere he's occupying, its molecular structure briefly fast-forwarded enough to create drag.
Fasttrack slows. Pushes. Gets through it. But the cost is visible — less ground covered per second, less precision in the movement.
FASTTRACK
(breathing harder than he should be)
Every time I move through his field, I lose something. Not energy — time. My own time. My own momentum aging out from under me.
He tries a different angle.
Two clock faces spin in sequence.
Worse result.
FASTTRACK (CONT'D)
(to himself)
He's not reacting to where I am. He's reacting to where I'm going to be. He reads the trajectory and ages that specific space before I arrive.
He stops.
Stands still.
Tempus watches him.
TEMPUS
(patient)
You've noticed.
FASTTRACK
(flat)
Hard to miss.
TEMPUS
Speed requires time. You move fast through space — but you still move through time at a fixed rate. I simply manipulate that rate ahead of your arrival.
He walks toward Ben — slowly, the same way Velocity walked, the same patient certainty that comes from knowing the math is solved.
TEMPUS (CONT'D)
Every trajectory you generate, I age the endpoint. You cannot arrive somewhere I have already made inhospitable to arrival.
Fasttrack looks at the road ahead of him.
Every surface Tempus has touched is visibly aged — cracked asphalt, rusted metal, brittled concrete.
He looks at the Ultimatrix.
FASTTRACK
(working it out, fast)
He reads where I'm going. He ages the destination. He can't age where I already am — only where I'm about to be. Which means the answer isn't a faster path. The answer is a path he can't read.
He looks at the Ultimatrix symbol, already flickering.
FASTTRACK (CONT'D)
(quiet)
He knows Fasttrack. He's had this whole approach planned since before I transformed. He accounted for everything Fasttrack can do.
His hand goes to the dial.
FASTTRACK (CONT'D)
He didn't account for what Fasttrack becomes.
[ULTIMATE TRANSFORMATION SEQUENCE]
The symbol SNAPS open.
Fasttrack's frame shifts — the stabilizer fins that appeared in prior uses emerge again, but different this time, oriented not for aerodynamics but for something more precise: trajectory variance. The ability to change direction mid-stride at velocities where direction change shouldn't be physically possible. His legs reorganize at the joint, each one capable of independent angle adjustment without momentum loss.
His eyes go from blue to burning white.
He generates no kinetic pulse. No visible display.
He just stands there.
Different.
BEN (AS ULTIMATE FASTTRACK)
(calm)
Ultimate Fasttrack.
Tempus reads the silhouette.
Reads the trajectory geometry.
Sets four clock faces spinning, aging four separate endpoints in the directions Ultimate Fasttrack's body geometry suggests he'll move.
Ultimate Fasttrack moves.
In none of those directions.
The mid-stride direction change is physically silent — no skid, no overcorrection, no visible pivot. He simply arrives somewhere his trajectory said he wouldn't be.
Tempus adjusts.
Ultimate Fasttrack changes direction again, mid-stride, arriving somewhere different from where the adjustment predicted.
TEMPUS
(recalculating, spinning more clock faces)
Trajectory is determined by body angle, momentum vector, and—
ULTIMATE FASTTRACK
(already somewhere else)
My joints don't commit to a direction until the last possible instant. You can read the setup. You can't read the execution.
Clock faces spin forward, backward, in sequence, out of sequence.
Tempus aging destinations faster now, broader coverage, less precision — trying to blanket the area rather than predict specific paths.
The aged asphalt spreads. Cars rust. A lamppost sags.
Ultimate Fasttrack is never where it lands.
TEMPUS
(the first real strain entering his voice)
Stand still.
ULTIMATE FASTTRACK
(from behind him)
You and everyone else, lately.
He drives a direct strike into Tempus's back — not slowed, not aged — clean contact at full force.
Tempus stumbles forward.
Three clock faces on his chest crack.
ACT THREE
Tempus turns, both arms up, all twelve clock faces spinning at once — a blanket temporal aging field, everything within twenty feet fast-forwarding simultaneously.
The ground crumbles. A nearby car rusts to a skeleton. A fire hydrant splits.
Ultimate Fasttrack hits the edge of the field at speed—
And angles.
Not through it.
Around it.
Following the field's own edge, using the boundary where aged and normal air meet as a track — running the perimeter of the field at full speed, circling Tempus inside his own effect.
TEMPUS
(tracking, clock faces re-orienting)
You cannot run forever.
ULTIMATE FASTTRACK
(completing the circuit)
Don't need to.
He's been timing the clock faces on Tempus's chest — watching their individual cycles, noting that the three cracked ones are running slower than the rest, creating a gap in the blanket field's coverage every time those three fall behind the others' rotation.
The gap.
Small.
Recurring.
Every four seconds.
He runs the perimeter once more.
The gap opens.
He takes it.
One stride through the field's weak point — clean, unaged — and he's inside the coverage radius, inside Tempus's guard, the clock faces re-orienting to close the gap—
Too slow.
Both hands, flat, against the cracked clock faces on Tempus's chest.
Direct pressure on the already-compromised temporal mechanisms.
The three cracked faces shatter.
The remaining nine lose synchronization instantly — each one running at a different rate, Tempus's power fracturing in nine different temporal directions at once, none of them aligned, none of them controlled.
Tempus staggers.
His field collapses inward.
The aged surfaces around them don't un-age — cracked asphalt stays cracked — but nothing new ages.
The spreading damage stops.
Tempus goes to one knee, both hands trying to hold his cracked chest together, the broken clock faces dark.
TEMPUS
(genuinely — the composure finally gone)
How did you—
ULTIMATE FASTTRACK
(standing over him)
You read trajectories. I gave you nine clock faces to re-orient instead of twelve. The pattern wasn't random — those three were already cracked. Four seconds between the gap.
He crouches to Tempus's level.
ULTIMATE FASTTRACK (CONT'D)
(quiet)
You came for the Ultimatrix's evolutionary data. Million-year projections.
He stands.
ULTIMATE FASTTRACK (CONT'D)
You should've projected four more seconds.
Plumber vehicles round the corner — summoned by the collateral aging damage flagging their sensors. The plaza is a wreck of crumbled asphalt and rusted metal, but standing. Nobody hurt.
Ultimate Fasttrack reverts.
Ben stands in the middle of Ridgeline Avenue, hands in his pockets, morning sunlight hard and bright and completely ordinary again.
The school bus down the block coughs back to life — its aged fuel system somehow cycling through the damage.
The kids who'd scattered are visible at the far end of the block, watching.
Ben raises a hand at them.
They don't wave back. They're ten. They just stare.
BEN
(to himself)
Fair enough.
TAG SCENE
EXT. BELLWOOD — RIDGELINE AVENUE — LATER
Cleanup crews work the block. Ben leans against an un-rusted section of wall, watching them.
Max's comm opens.
MAX (V.O.)
(filtered)
Tempus. We've had reports of him on three other worlds. Always after evolutionary data. Never successfully extracted any.
BEN
(watching a crew patch a crack in the road)
He was patient. More patient than most.
MAX (V.O.)
He'll have backup plans. Secondary approaches.
BEN
(dry)
Yeah. He seems like the type.
He looks at the bank marquee down the block.
It's running again. 11:22 AM.
Thirty-five minutes.
That whole thing took thirty-five minutes.
BEN (CONT'D)
(quiet, to himself)
Felt longer.
He pushes off the wall.
Walks into the sunlight.
The morning resumes.
FADE TO BLACK.
END OF EPISODE