Jae Oh's Sh*tsels

Jae Oh's Sh*tsels is a brainmade movie by user Our Green Tornado(Jae Oh).

Synopsis
Movie Director Jae Oh(me) has already got her 923th take on the ultimate Ben 10 rarepair that only has 5 fanfics in the whole world! And so...the old-fashioned ways strike back! With the help of expert Arcader Mayumi, her alien boyfriend Loreen, and 12-year-old private eye Judith, can the Director successfully prevent the evil computer Groundnet(a spoof of Skynet from the Terminator series) from taking over the world and hook Reiny and Ben up with each other? Also...Loreen has a really, really, really evil fiancee named Kela, who is secretly the daughter of Vilgax!

Plot Summary
On the planet Volula, Jae & Co. are performing for Queen Toccata("The Greatest Show"). The scene then fades back to December 2017("Surrender"), where young Director Oh persuades a Japanese noblewoman named Mayumi(who dreamed of becoming an Arcader) to join her on her adventures("A Million Dreams"). Later, they are joined by an 12-year-old so-called detective named Judith("A Million Dreams(Reprise)") Once the gang is gathered, they begins on the Director's plan to hook Ben Tennyson and Reinrassic III with each other, with the episode Alone Together. The Director brings out her Extraordinary Typewriter, a typewriter with supernatural powers created by the famed sorceress and inventor, Dr. Callisto Underwood. The Typewriter gives the Director the abilities to control the events in the Ben 10 universe, and communicate with/mind-control fictional characters.

* Alone Together*

While the team fights a Highbreed commander, it attempts to escape by entering a teleporter pod. In an attempt to halt his escape, Kevin throws a rock at the teleporter pod, which causes it to malfunction and beam Echo Echo and the the commander away.

They end up on the desert planet Turrawuste, that acts as a routing station for the teleporter. After a small dispute they are attacked by a Dravek. After a struggle, the combined effort of several Echo Echo clones Sonic Screaming and the Highbreed firing quills the Dravek is subdued. Echo Echo declares the two of them need to stick together as neither of them could defeat the monster on their own. The Highbreed watches Echo Echo scratching his butt and refuses to be in the presence of a creature as filthy as him. After hearing this Echo Echo slaps the Omnitrix and transforms back into Ben, however the Highbreed feels this is even worse. Eventually Ben and the Highbreed come to an agreement to travel to the teleport pod (as Echo Echo had previously detected it using his echolocation), given that Ben kept "ten paces behind".

Ben frequently tries to bond with the Highbreed by making conversation, but is continuously given the cold shoulder. Before long the Highbreed collapses from the heat and begins to wither, so Ben transforms into Big Chill to cool the Highbreed down. As Big Chill blows his icy breath on him, the Highbreed demands that Big Chill stop helping him. Fed up, Big Chill leaves the Highbreed to get a drink of water, after spotting some glistening in the distance. As he cups his hands into the pool to take a sip, the ground begins to move and the jaws of another Dravek emerge from the ground and close over him. Big Chill returns to the Highbreed and states it was a trap, which he is unsurprised by, knowing that "gullible prey can be lured by the correct bait". They try to fight the Dravek with Big Chill turning intangible and entering the Draveks mouth to freeze him, however this proves ineffective. The Highbreed instead tells Big Chill to stay inside the Draveks mouth while he fired quills at it, causing the Dravek to shatter. With the danger having passed, the Highbreed states he could locate water on his own. The Highbreed's chest opens up and two purple tentacles burrow into the sand, which greatly disgusts Big Chill.

The two continue on through Turrawuste, where after reaching a plateau Ben hears something. However the Highbreed states he heard nothing, except for Ben "which is the same as nothing". Ben sarcastically laughs, and the Highbreed proudly states he had grasped Ben's sense of humor. The ground then begins to rumble which Ben mistakes for more Draveks, however the Highbreed states it was worse as they were swarms of Dasypodidae. The Dasypodidae swarm over Ben and the Highbreed and bury them, so Ben transforms into Swampfire to fight them off. At first Swampfire is confident that he can easily dispatch of the critters, and blasts many using his fireballs. However wave after wave continue to arrive. Swampfire looks for an alternative and calls the Highbreed to higher ground. He then blasts the plateau and causes a landslide that wipes out the Dasypodidae. The Highbreed was almost caught in the landslide, but Swampfire has caught him by the arm. When the Highbreed discovers this he angrily pulls his arm away and continues to go on about how filthy Swampfire was. Finally fed-up Swampfire snaps at the Highbreed, demanding some respect after continuously saving his life. They finally end their argument with the Highbreed reestablishing the ten-paces behind rule.

As night-falls, Swampfire points at a spot and says they would camp for the night, however the Highbreed disapproves and wishes to continue walking through the night. Swampfire continues to defy Highbreed and continues to proclaim they would camp for the night. A distant howling finally makes the Highbreed change his mind and he agrees to camp. Swampfire sets up a campfire before transforming back into Ben. Seeing the Highbreed still standing Ben invites him to come and sit down. The Highbreed refuses believing the heat source was intended to drain his strength, but Ben denies this and explains it's a human tradition. He tries once again to strike up conversation with the Highbreed, and finally succeeds in obtaining some personal information. Ben introduces himself as "Ben. Ben Tennyson" (causing the Highbreed to mistake his name for being "Ben-Ben Tennyson"). The Highbreed also state his name "Reinrassic III", however Ben resorts to calling him "Reiny", much to his dismay. Reiny also reveals why Highbreed sought to exterminate all life in the Universe, as they held very strong beliefs that Highbreed were the one true species and all others were therefore abominations. Ben is shocked by this revelation, but continues his attempts to bond with Reiny by saying he had an idea what it was like being someone else due to the Omnitrix allowing him to walk in the shows of other life-forms. However being compared to other species only further aggravates Reiny and animosity once again arises between the two. Reiny notices Ben showing signs of fatigue and offers to keep watch. No longer trusting Reiny, Ben declares he would take the first watch.

Eventually Ben falls asleep and Reiny does take watch. He looks over at Ben and edges towards him. Ben awakens in time to see Reiny strike downwards at him, but as he braces for impact it's revealed he was actually attacking a Rodilia Dentia. After knocking it away, Reiny grabs onto the Rodilia Dentia, only for it to bite into him and amputate his hand. Ben asks Reiny if he can regenerate his hand, but he reveals he can't. Seeing Reiny in pain, Ben transforms into Swampfire once again, and fastens Reiny's hand back on and wraps it in vines. In the process Reiny's hand is infused with Methanosian DNA and recovers. Swampfire transforms back into normal and Reiny questions why Ben keeps helping him, to which Ben tells him he has hopes Reiny can change. The two argue and embrace(because of the Typewriter), and shortly afterwards the rock Ben is sitting on begins to shake, and it turns out to be yet another Dravek. Reiny gets pursued and calls Ben for help, to which he defeats it by throwing one of the burning sticks into its throat. Ben then says perhaps Reiny was right about walking at night. Jae & Co. watches this, and sings a song about Ben and Reiny falling in love("Something There").

After finally reaching the teleporter pod, Reiny declares he is staying behind. Ben tries to reason with him, but Reiny continues preaching his beliefs of Highbreed purity and deems himself contaminated. Ben is disappointed, believing he had changed, to which Reiny agrees and states that he must now pay the price for changing by exiling himself. Ben enters the teleporter pod himself and meets up with Gwen and Kevin. They ask whether the Highbreed would be returning, to which he states that he doesn't think so. The Director tears up, watching this("Iris").

Later, the Director becomes energetic again, and decides to use the Typewriter's power to connect the outside world and the Ben 10 universe. She puts her plan into action at a rather large arcade, naming it "Jae's Electric Dreaming Factory"("Come Alive"). The show is a smash hit, and Jae & Co. gets invited by Queen Toccata of Planet Volula. There, they meet the Queen herself, her daughter Princess Kela, and her soon-to-be son-in-law Commander Loreen. The Director convinces Loreen to join her troupe("The Other Side"), where he meets Mayumi and is enchanted with her. The Director notices this, and Mayumi and Loreen become lovers. However, they notice that an evil AI named Groundnet(a spoof of Skynet from the Terminator series, and another creation of Dr. Underwood) is planning to infiltrate the entire world.

* War Of The Worlds, Part 2*

After fighting their way into the Highbreed headquarters, Ben, Gwen, and Kevin battle the Highbreed and a group of DNAliens. When Kevin is injured by a Highbreed, an enraged Gwen transforms into her Anodite form for the first time and blasts his attacker off of the platform. Gwen almost loses her humanity and wants to destroy the entire Highbreed fleet by herself, but Kevin convinces her to stay human by telling her that they can still win, and that he can't lose her. Meanwhile, Swampfire manages to trap the Highbreed Commander by planting vines around him.

However, when told to call off the attack, the commander laughs and tells them that only the Highbreed Supreme, has the authority to do that. Then a large group of DNAliens surround them, but the Plumbers' Helpers and Grandpa Maxshow up and take them down. They all agree to stay behind and fight with the Plumbers' Kids while Ben, Gwen, Kevin, and Azmuth go to confront the Highbreed Supreme.

Ben then pilots Ship as Brainstorm through the jumpgate to the Highbreed's homeworld Augstaka, where they find the Highbreed Supreme in a room with the Highbreed Councilors. The Highbreed Supreme, however, refuses to recall the fleet, speaking highly of the Highbreed's genetic purity and that all other life forms must be eradicated. Azmuth reveals that the Highbreed's obsession with genetic purity has in fact resulted in inbreeding, loss of disease resistance, and sterility in their species; they are the last generation of their species, not intent on perishing alone.

Seeing a way to save the Highbreed species, Ben uses the Omnitrix to send out an energy wave that reprograms the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. The council is stunned and horrified at the loss of their genetic purity and immediately considers mass suicide as their only honorable option, when Reinrassic III returns to convince the Highbreed Supreme that their new impurity is not undesirable and now they can live, thus recalling the fleet and being chosen by the Highbreed Council as the new Highbreed Supreme.

After the Highbreed fleet leaves, Grandpa Max decides to become the mentor of the Plumbers' Helpers and the new Plumber's Kids. Julie decides to go home, and Ben promises to walk her to school the next day. Darkstar is nowhere to be found, but Kevin says they won't catch him today, and that he wants to go to the auto show instead. Gwen goes along with him, and Paradox takes Azmuth back to Galvan Prime. As a side effect of modifying the Highbreed species' DNA, the Omnitrix reboots, re-locking the Master Control. At the final moment, the Director uses the Typewriter, forcing Ben and Reiny to finally admit their feelings for each other("Cannonball"). She then watches "If All Else Fails" and jumps to Ultimate Alien, now with Reiny included. It is also shown that Vilgax has fallen in love with Aggregor.

* Girl Trouble*

The team goes to Gwen's house to find a solution to defeat Computron's minions from Dimension 12. When they go to Gwen's room, they find a dark-hair girl. Gwen's mother, Natalie, tells them that it's Sunny, Gwen's naughty cousin. They try to leave the house, but Gwen's mom insists they take Sunny with them. The team takes Sunny to the mission but, they left her in Kevin's car. They go to fight the robots. Ben becomes Four Arms. Sunny gets bored in the car, and she follows them. She destroys the robots with ease. Sunny is very happy, but the team is looking at her strangely. Gwen tells her mother that Sunny is an Anodite, much to her surprise and disgust. In a flashback memory, it is revealed that Sunny lost in a battle with the first-ever known masculine Anodite whose name is Olivier, who is a big fan of Grandma Verdona, Max's partner and Ben and Gwen's Anodite grandmother.

Then, a big monster knocks on the door. It is Antonio, Sunny's love-struck boyfriend. Gwen tries to stop Sunny from going with him, but fails. The team goes to defeat the robots, which have returned. During the fight, Sunny comes to have fun and she defeats some of the robots. When Gwen tells Sunny that her parents don't want her dating Antonio, Sunny sheds her human disguise and a fight ensues. Ben becomes Ultimate Humongousaur and defeats Antonio. Sunny proves to be far much stronger than Gwen, as she managed to immobilize Gwen with her long flowing tendrils of whitish-magenta hair easily. The Typewriter then puts Reiny in the middle of the scene, and Gwen summons Grandma Verdona through a mystical mana field, who comes and takes Sunny and Antonio back to Anodyne so that their parents can deal with them themselves. Before Verdona can take her and Antonio to Anodyne, Sunny realizes that Reiny's love for Ben is a million trillion times stronger than Antonio's love for her.

* Heroes United*

The story begins with a mysterious rift opening in the skies above New York City, attracting the attention of Providence. Meanwhile, Rex is sparring against Agent Six, while musing about his need for a "Theme song" (and briefly performing a take on the original Ben 10 theme song) before getting the alert about the rift. Providence, at the same time, is unable to do anything before Rex arrives with Six and Bobo. Rex attempts to touch the rift to see if it has something to do with nanites when Holiday then gets a scan that shows something is coming through the rift, and Rex finds himself face to face with Humungousaur, who knocks Rex back into the park beneath them. During their skirmish, a strange metallic creature also appears and heads into the city, with Bobo and Six on its trail while Rex continues to battle Humungousaur. Just when Rex thinks he has the upper hand on the monster, Humugousaur transforms in a flash of light into Diamondhead. Rex attempts to cure Diamondhead but to no avail, which surprises Rex.

Meanwhile, Six engages the creature and manages to cut a piece of it off, and when Holiday's scans give insufficient data, is given to Rex's older brother, Caesar. The hero's battle then winds up on the Brooklyn Bridge after Rex lands a well-placed punch. Diamondhead gets up and transforms into Lodestar, attempting to counter his opponent's metal-based abilities. However, Rex quickly adapts and blasts Lodestar with his Slam Cannon into a Billboard. It breaks free of its binding, which forces the two to stop fighting, with Lodestar transforms into Rathto save news reporter, Diane Farah while Rex saves the other civilians. Rex then literally gets the drop on Rath and once again attempts to cure him of his nanites, only for it not to work again. After attempting to explain himself, Rath decides to transform back into his true form, Ben Tennyson. Ben is shocked to learn that no one knows about him. Just then, Six appears with the mechanical creature from before, which self-destructs and renders him comatose and Rex mortified and angered.

In Providence HG's infirmary, Holiday explains that the creature was Nanite in origin, but somehow completely different from any EVO they have ever encountered. White Knight points out that part of it got away and that they were now searching for it. Ben says he knows where it's going and then suggests that they are dealing with a parallel universe issue. Holiday doubts this assumption, stating that parallel universe is just a theory to which Ben replies that he has traveled to many of them. Rex threatens Ben and explains that there is no way Ben can escape, but Ben manages to transforms into Big Chill to do so and flies off with Rex in hot pursuit. Big Chill visits the area where Bellwood should be and transforms back into Ben, and finding that himself, Gwen, Max, and Kevin do not exist in this world, nor does Mr. Smoothy (instead it is "Bob's Biscuit Barn"), Ben finally comes to grasp that he must be in an alternate dimension, and Rex and he finally come to a truce. Caesar then appears and seemingly prepares to attack the two with a ray gun, which was actually intended for the energy ball, which is revealed to be the Alpha Nanite, the first nanite, and a creation of Caesar's. The Alpha Nanite then begs Caesar to help him stabilize a new body to which Caesar refuses. Ben as Diamondhead knocks Alpha away from Caesar and manages to force Alpha to leave.

After escaping the creature, Caesar explains that he created Alpha as a means of controlling the nanites during the Nanite project, but it's the nanite form which is unsustainable and every body it builds burns out in short amount of time. When Alpha attempted to take organic bodies, this forced Caesar to banish it to another empty dimension.

Ben surmises it must have been the Null Void where it wound up, and that Alpha must have possessed alien life to sustain itself. Caesar explains that the damaged ray gun was to stop Alpha, who then attacks and destroys his research pod. Caesar escapes via the escape pod, leaving behind the two heroes. Ben transforms into Cannonbolt and saves Rex, to which the latter complains of the smell. Alpha then attacks Providence in order to absorb the E.V.Os inside for their nanites. When Ben and Rex arrive, they fight the Alpha where it attempts to absorb Rex's Omega Nanite but fails. Ben and Rex eventually manage to drive Alpha off, and then slowly bond after sharing their origins during a small game of hoops.

White Knight then reveals that Alpha has gone to the Bug Jar, which is the largest concentration of active nanites on the planet after the Nanite Event. White Knight and the heroes arrive, only to find they are too late to stop Alpha from absorbing the nanites of all the EVOs that were in the Bug Jar to become a colossal monster that begins to attack the three of them. Alpha is unable to absorb Rex's Omega Nanite so he decides to hack Ben's Ultimatrix which gives him access to his own Nanite corrupted version of it and 3 of Ben's strongest aliens, Heatblast, Four Arms, and Humungousaur. During the battle, Ben transforms into a new alien named Shocksquatch, which only lasts a few seconds but enough to stop Alpha momentarily. Using an odd form of teamwork, Rex is able to disable Alpha's imitation Ultimatrix powers, but is ensnared by his enemy and robbed of his Omega Nanite, leading to Nanite Alpha to transform into a colossal crab-centaur-like being calling itself Alpha-Omega; the beginning and the end.

As the now nearly unstoppable Alpha-Omega rampages through the Bug Jar; synthesizing the ruined structures in order to create new nanites for itself, Rex has doubts about himself now that his most powerful builds are gone. Ben, however, comes up with a plan, and transforms into Upgradeand merges with Rex, After a couple seconds, the duo then take on the Alpha-Omega, to which they hold their own for a short while. At the last minute, Rex and Upgrade do a final bout of teamwork, manage to nail Alpha-Omega directly in his Omega Nanite, which forces the monstrosity into a large cloud-like entity. Rex then uses his ability to begin to dense the nanite cloud into a ball. While this happened, Caesar appears and extracts the Omega Nanite. Attempting to dispose of Alpha, Caesar then opens a rift for Ben, who transforms into Murk Upchuck and swallows the compacted Alpha as he departs to the Null Void and back to his own Earth, but not before the Director can use the Typewriter and merge the 2 universes into one. She then introduces Reiny to Rex, then Noah Nixon(the boy Rex has a crush on) to Ben, and then Noah and Reiny to each other.

* Hero Time*

Ben saves actress Jennifer Nocturne from a group of thugs and she is immediately smitten with him, much to Julie's chagrin. However, Ben's only interest is in Captain Nemesis, Ben's hero, who shows up moments after Ben defeats the thugs. The Director warns Reiny about Jennifer, and then asks Ben who he likes better:Jennifer or Reiny, to which Ben replies "Reiny is the best". Nemesis was actually responsible for hiring the thugs, having hoped to boost publicity by rescuing Jennifer. He tries again by releasing a group of dangerous robots led by Computron, only to be upstaged by Ben. After Ben casually comments on having defeated more of the robots than Nemesis, Will Harangue twists his comments into doubts about Nemesis' abilities. Nemesis decides to hold a friendly test of skill between them, and Ben again comes out on top. Finally pushed to the edge, he captures Julie and Jennifer, daring Ben to try and save them. Ben rescues neither since Nemesis didn't capture Reiny, while leaving the two girls to Kevin and Gwen, then defeats Nemesis (now calling himself Overlord). Overlord is arrested, while Gwen is quick to discourage Jennifer from getting close to her most recent male rescuer. Will Harangue reports about Captain Nemesis' actions stating that a good man did bad things in order to stop "the menace that is Ben Tennyson."

* The Forge Of Creation*

With Ultimate Aggregor having all four pieces of the Map of Infinity, it looks like his plan will come to fruition. On Galvan Prime, Azmuth scolds Ben, Gwen, and Kevin in his lair for failing to stop him. As Azmuth believes that all hope is lost, Ben says there is still another way to stop Ultimate Aggregor. He says that Kevin made a security system to prevent the transformation into Alien X, so Gwen and Kevin gave Ben their keys and unlocked Alien X and Ben then transformed into Alien X.

Inside Alien X, Ben tries to get the attention of Serena and Bellicus. As they begin arguing over minor things, Professor Paradox suddenly appears, making the two personalities furious and they attempt to destroy Paradox, as he is prohibited to be within 500 light years of them, until Paradox teleports Ben back to Azmuth's lair and Alien X transforms back into Ben. As the one who hid it, Paradox can bring the team to the Forge of Creation. After some arguing between each other, Azmuth and Paradox explain that Aggregor's plan was to use the Map of Infinity to enter the Forge of Creation, where Celestialsapiens, like Alien X, are born. Ultimate Aggregor is intent on absorbing the powers of a newborn Celestialsapien that has not developed multiple personalities, and with that power, he can easily conquer the universe. Paradox brings Ben, Gwen, and Kevin to the entrance to the Forge of Creation, where he leaves them as he cannot go there. The group fly the Rustbucket 3 into the Forge of Creation, but something hits the Rustbucket 3 and the group is attacked by Aggrebots and Ben transforms into Terraspin and attacks the soldiers. Terraspin manages to create a tornado that sends them flying out of the Rustbucket and transforms back into Ben. Unfortunately, Kevin's jet hits a wedge in the time barrier and Ben leans against the invisible barrier and falls in. Gwen saves Ben through pulling him out of the barrier with her mana, but Ben's 10-year-old self emerges as wll.

Young Ben says that Ben looks familiar and asks questions to Ben. Young Ben then recognizes Kevin and still believes him to be evil. He transforms into Heatblast and fights Kevin. Ben tries to transform into Big Chill to stop Young Heatblast, but he transforms into NRG instead. Heatblast attacks NRG, but NRG blasts Heatblast, sending him flying away. Gwen saves Heatblast through bringing him to the ground with her mana and he reverts back into Young Ben. Young Ben recognizes Gwen as well, but doesn't believe that NRG is him in the future until he transforms back into Ben. Young Ben is still suspicious of Kevin and the team returns to the problem of the Rustbucket 3 being stuck in the invisible barrier. Young Ben transforms into Wildmutt and starts eating the ship. Ben exits from the ship and reverts Young Wildmutt back into Young Ben, which causes Young Ben to be puzzled about how Ben was able to revert him back into normal and Ben responds that his younger self should keep the Omnitrix locked. The ship gets free and they fly through a field of floating Celestialsapiens. The group warn young Ben not to get their attention, but Young Ben annoys the rest of the team. Kevin yells at Young Ben, but he tells him that his joking is his way of coping with the large stakes of his battles. When Gwen asks Ben about if this is true, Ben denies that he thinks this way as well. Young Ben looks at Ben's aliens in the Ultimatrix (and calls all of the aliens "lame" except for Humungousaur) as they arrive at a female Celestialsapien holding an infant in her outstretched arms. They crash into her hands.

In the jet, Ben attempts to transform into Big Chill again while Young Ben attempts to transform into Upgrade, but both Bens transform into Four Arms and break out of the Rustbucket 3. Ultimate Aggregor arrives and attacks the team. He defeats Gwen and lands. Ultimate Aggregor says that he will kill Ben and take the Celestialsapien. The team fights, but their attacks have no effect. Four Arms transforms young Four Arms into Stinkfly and transforms himself into Swampfire, then transforms himself into Ultimate Swampfire. Stinkfly says that Ultimate Swampfire is a copy of Wildvine. Ultimate Swampfire catches Ultimate Aggregor in vines, but he escapes. Ultimate Aggregor defeats Young Stinkfly and Ultimate Swampfire and Ultimate Swampfire transforms back into Ben and Young Stinkfly reverts back into Young Ben. Aggregor approaches the Celestialsapien, but is controlled by the Typewriter and flees the Forge. Back on Earth, Ben thanks the Director, only to be told "I have a big surprise for you inside Alien X". Ben transforms into Alien X, only to find out that Serena and Bellicus are madly in love and are getting married, allowing Ben to get full control of Alien X, thanks to the Typewriter. The two personalities ask him to officiate their wedding, to which he reluctantly agrees.

Later, Jae & Co. gets information about Kela, who has arrived on Earth to retrieve Loreen. The troupe sends her away, telling her that Loreen is now Mayumi's boyfriend. Enraged, Kela attacks Mayumi, only to be knocked down by her. Meanwhile, back in the Ben 10 universe, Ben's crew meets and befriends a 3-eyed humanoid alien named Torro from the planet Super Earth(who Max's old Plumber friend Richard brought with him), whose sister was captured by Reiny and taken to Augstaka several years ago. When Ben tells him that he loves Reiny, Torro bursts into intense rage, and taunts "Reiny, Reiny, quite cont-reiny" which results in an argument with Ben. Eventually, Ben chooses Reiny(who isn't even there) over Torro. Later, Olivier makes his Ultimate Alien debut in the flesh, along with Terra Discord, an agent of the Intergalactic Patrol and her arch-nemesis Dr. Doom.

It is Agent Six and Dr. Holiday's wedding day(where everybody is present), and Rex catches the bouquet("Wedding Day"). The Director uses the Typewriter to make Rex confess his love for Noah("Never Enough"), which results in Circe, an E.V.O girl who was once romantically involved with Rex, to release her killer voice. Olivier sees this, and gets infatuated with her. Later, Ben and Reiny make love in a private place in the makeshift wedding hall, only to be caught in the act by an armed and dangerous Julie. Realizing that her real rival was Reinrassic III not Jennifer Nocturne, she attempts to shoot Reiny, only to be stopped by Ben who tells her "If you kill him, then you'll have to kill me too!", but Reiny sees that Ben and Julie are a perfect pair and leaves. Ben chases him, trying to convince him that they can be together, but he rejects him despite his feelings towards him("Rewrite The Stars"). Reiny departs Earth for Augstaka while engaged in a conversation through the Extraordinary Typewriter with the Director, and Ben meets a girl named Kai Green who he begins dating to forget Reiny, thus shifting to the Omniverse storyline.

As the Director begins working on her own to bring Ben and Reiny back together, her partner Mayumi feels isolated from her leader as she takes care of the others("Tightrope"). Meanwhile, when Circe finds out Rex and Noah are dating, she totally loses it and asks Olivier to be her fake boyfriend, in order to make Rex jealous and come back to her. However, her plan backfires when Rex congratulates Circe for getting a new boyfriend. The Director smiles upon seeing this, and decides to focus on Ben once again. Eon(the evil Ben 10K fron da future) and Vilgax team up and bring together a team of evil-parallel Bens, (consisting of Albedo, the black haired "Bad Ben", the Australian-accented warlord Mad-Ben, the deformed Benzarro and the uncaring Nega-Ben) who go after a Ben who never got his Omnitrix from that summer vacation six years ago (No Watch Ben), thus considering him a 'wild card' and decide to end him so he won't soon be a threat. Professor Paradox helps Ben Prime (the Ben that the program focuses on) to find a team of good Bens (consisting of the rich, famous Ben 23 who got hooked up with a genetically perfect human Reiny, a 10-year-old "Gwen 10" who will later get married to a female version of Reiny named Reinette, and Ben Prime's future self, Ben 10K) to fight back and save No Watch Ben. The Director uses the Typewriter on Eon, forcing him to confess the reason why he went all evil. The mind-controlled Eon tells the other Bens that, on his 20th birthday, his Reiny got killed by one of his ex-girlfriends, who he immediately destroyed as Heatblast. From then, his vengeance turned him into a supervillain. While working on the Typewriter, the Director accidentally mind-controls Kela, and finds out that she is Vilgax's daughter.

* The Frogs Of War Feat. Reinrassic III*

Trapped in heavy traffic, Rook Blonko is watching as Ben is fiddling around with the Omnitrix. Rook tells Ben to find another way to keep calm, but Ben just yells out the window, asking what is going on. Suddenly, a squid-like alien bursts from underground and flies away, scaring the local citizens nearby. More aliens start flying out of Undertown, and one alien tells Ben and Rook that the Incurseans are coming. Ben and Rook agree that the Incurseans are more likely to attack Earth next. Even more aliens emerge from Undertown and the citizens of Bellwood could now fully see the underground city. At a Plumber base, the Plumbers are getting ready for the Incursean invasion. Max confirms to Ben and Rook that the Incurseans have Earth surrounded and warns them to gear up for war. A Plumber then puts up planetary shields around Earth, but Rook says that will only slow them down. Ben wants to do something, but Max tells him that he needs to do something else. Will Harangue is reporting on the aliens escaping Undertown and Max urges Ben to calm down the citizens. Ben doesn't want to, but Max says that Ben is a hero and a celebrity on Earth and that the town will listen to him. Outside, Ben is dealing with several items being thrown at him by an angry mob. Will Harangue walks up to Ben, demanding answers on why he is a traitor to the humans and if he is out to destroy humanity or enslave it. Ben tries to explain himself, but Harangue continues to pester him with questions. Ben finally explains that he has visited Undertown and the aliens are only trying to live their own lives and that they are harmless.

In space, Milleous and the rest of the Incurseans are preparing to invade Earth. Milleous calls out to the citizens of Earth, urging them to surrender, but gets no response. Attea then says that the planetary shields are preventing communication and Milleous orders his army to break down the shield. The Incursean ships begin ramming the shields while Milleous threatens to imprison Attea if she speaks out of term again. Dr. Psychobos enters behind Attea, saying that Attea is having "daddy issues." Attea attacks Dr. Psychobos, saying she has issues with him. Back on Earth, Ben is still trying to convince the citizens that the aliens of Undertown are harmless, but he continues to mess with his Omnitrix and it sets off the "Randomizer" function.

Ben instantly transforms into Way Big and falls back into a nearby building and catches a sign that almost hit the people. Way Big urges everyone that everything is fine but he then transforms into NRG. NRG falls onto the ground, shoots a building, gets knocked out of his containment suit, and then tells everyone that they should stand back, due to his radiation. NRG then transforms into Water Hazard and Will Harangue says that there is no end to Ben's rampage, but he is then sprayed in the face with water. Water Hazard then puts out a building on fire but outside of Earth, the Incurseans have broken through the shields. Attea then orders the Incurseans to start attacking Earth, while Water Hazard finally puts out the fire. Water Hazard still says that aliens are helpful, but the Incurseans begin their invasion and start shooting. The people all run away while Water Hazard attempts to spray them out of the air with water. It has no affect and Water Hazard dodges an Incursean blast shot. After asking for the Omntrix to transform him into a useful alien, Water Hazard then transforms into Astrodactyl and starts to knock down Incursean ships. While in midair and claiming that he has a full arsenal of aliens, Astrodactyl transforms into Snare-oh and grabs onto an Incursean ship. Snare-oh had almost forgotten about his power and, once he learns about his power, he is soon attacked from behind by another Incursean ship and he swings himself on top of the Incursean ship that he was holding onto. Attea then flies up near Snare-oh, hoping to take him down herself and Snare-oh transforms into Rath. Rath punches a hole in the Incursean ship and it starts crashing toward the ground as he yells at the ship. The Omnitrix then times out and Rath transforms back to Ben and he finds himself falling in midair, but Rook rescues him with the Proto-TRUK. Ben then asks Rook why he is flying away and Rook replies, saying that Max ordered him to return Ben back to base. Ben says that he is handling things, but Rook doesn't believe him. Attea attempts to shoot them down, but Rook transforms the Proto-TRUK into the normal van and drives into the Plumber base. Dr. Psychobos says that should he inform Milleous, but Attea yells at him.

Back in space, Milleous finally manages to break through another part of the shield and yells at Earth, saying he is going to take over as his Incursean army has fully invaded all parts of the planet. Back in the Plumber base, all of the Plumbers begin running around while one Plumber says that all the shields are down. Max wants to know how Ben's Omnitrix is doing and Blukic and Driba are working on it. Driba tells Ben that he activated the Randomizer function, but Ben already knows that. Blukic then hits the Omnitrix with a wrench but it does nothing, with Ben saying that he will be stuck using different aliens every time he uses the Omnitrix. Meanwhile, Max is telling all the Plumbers that they have no choice but to attack Milleous, hoping to disrupt his communications with the rest of the Incursean army. Ben wants to join in, but Max says that he can't with the Randomizer function still active. Max calls out to all of the Plumbers to move out, while Ben stays there watching. All of the Plumbers, including Rook on the Proto-TRUK, begin flying out while Attea's ship is being attacked by Plumber tanks on the ground. Dr. Psychobos tells Attea that the defense force is getting away, and Attea says that Milleous should handle them while she does something else. Outside of Earth, Max is leading the other Plumber ships and they all begin to fire at Milleous' ship. Milleous gloats and begins shooting back. Attea and Dr. Psychobos are walking down a passageway and they enter Max's room, but she doesn't find Ben in there. The Plumbers are still doing battle with Milleous' ship and the Proto-TRUK is shot. Rook calls out to Max, saying he has been hit and Max says not to land on the ship. Suddenly, Ben is heard from the back, saying he needed to recharge the Omnitrix. Rook then crashes the Proto-TRUK into Milleous and inside, Ben attempts to transform into Big Chill, but he transforms Bloxx instead and shields himself and Rook from the impact. Rook told Bloxx that they were supposed to sneak on as Big Chill, but Bloxx says that he is better. Then, the Omnitrix times out and Bloxx quickly transforms back into Ben, confused while happy that the Randomizer function is no longer active and the fact that the Omnitrix is now able to recharge instantly. Rook asks what is Ben's next plan, and Ben says to take down the Incurseans and he hopes and attempts to transform into Humungousaur, but he transforms into Nanomech instead. Rook grabs Nanomech and charges down the hall, but runs into Incurseans that are ready to fire. Nanomech flies out and sends energy blasts into the Incurseans' guns, destroying them. Nanomech is grabbed by one of the Incurseans, but Rook quickly takes them all out using his Proto-Tool. After Nanomech then transforms back to normal, Ben is disgusted at Rook for allowing for him to be grabbed by one of the Incurseans' tongue. Before Ben could activate the Omnitrix, Rook stops him and notices that whatever Blukic and Driba did to the Omnitrix, it shortened Ben's transformation time. Rook then advises Ben to select an alien form wisely.

Outside of Milleous' ship, the Plumber ships are being taken out, and Max charges angrily at Milleous, thinking that Ben and Rook are dead. Milleous orders the Incursean ships to take down Max, but Ben and Rook appear high above and take down an Incursean. Ben transforms into Four Arms and starts taking down some Incurseans, with Rook taking some down himself. Four Arms quickly transforms back to normal and he notices Max trying to attack the ship, with Max surprised Ben is still alive. Ben was then grabbed by Milleous, and Milleous threatened to kill Ben if Max doesn't call off his attack. The Incursean ships soon start attacking Milleous' ship and Milleous' notices Rook messing with the controls. Milleous then tells his army to stop firing and Ben transforms into Big Chill and escapes Milleous' grasp. Big Chill then freezes Milleous, transforms back into normal, and tells everyone not to stop firing. Inside a base, Attea is yelling that she is taking over and tells them to fire at Milleous' ship. Ben and Rook are talking, while Milleous breaks free from the ice and he says that he threatens to destroy everything. Ben transforms into XLR8 and runs away from Milleous for a short time before the Omnitrix quickly times out and XLR8 transforms back into normal. Shortly after, Ben is captured.

In order to save his lover, Reiny faces Milleous in peace talks, which quickly turns into an argument and the two declare war on each other's worlds. With the help of the Extraordinary Typewriter, the Highbreed Army triumphs against the Incursean Army, and Reiny rescues Ben. With Milleous in jail, his daughter Attea takes his place as the ruler, and Commander Raff leaves with Reiny when he offers him a chance to leave(due to Raff being the only Sylonnoid in the Incursean Empire). Ben and Reiny decides to continue their relationship, which results in Kai using hologram techniques to make herself look like Reinrassic III, and she begins destroying Times Square. Thinking that Reiny did it, the police captures him, and Ben breaks down in tears, watching his one true love being taken away("Never Enough(Reprise)"). Later, Terra reveals that Kai is the real culprit who left Times Square in ruins during Reiny's trials, which the Director takes as suspicious, leaving her wondering "How on earth did she find out about that?".

* Most Dangerous Game Show*

Ben is being forced to be in an alien reality show called the Most Delicious Show and he watches as all the girls he'd met in his life to win the reality show's games to be the new Mrs. Tennyson. Soon, Kai Green wins the reality show, with Ester later revealing that she found another boyfriend-Sunny's old sweetheart Antonio. However, Terra shows up and arrests Kai, and the Director contacts Skurd the Slimebiote, only to find out Terra's great secret.

* The End Of An Era*

In the future, Ben 10K and Kai Green (at this point in time, Kai Tennyson) are at Plumbers' Headquarters having a party for Grandpa Max because he is retiring from the Plumbers and Rook is being promoted to be in charge of the Plumbers until Maltruant, Exo-Skull and Subdora secretly attacks Plumbers' Headquarters to get the Annihilaarg and the Dwarf Star for Maltruant to become stronger. Ben 10K and Kai Tennyson both discover that their ally Chrono Spanner is actually their own ten-year-old son, Kenneth, or Ken Tennyson. Later, Bellwood is visited by the Highbreed Supreme, who Ben 10K recognizes as Future Reiny. The two have an affair in the attic, and are discovered by Ken. Although Ken said "I'll pretend I never saw that.", Ben 10K never met Future Reiny again from that day on.

* A New Dawn/Last Fight*

As Ben plans to propose to Reiny, the Director prepares to battle Groundnet alone, much to the dismay of her fellow troupe. She confronts the deceitful AI, and despite her pleads to spare her life, the Director kills Groundnet by destroying her power source with the dagger Mayumi gave her as a symbol of eternal friendship.

Ben and Rook follow Maltruant through the time stream. Ben has an adventure with George Washington, in 1773, fighting Maltruant and Vilgax. After defeating Vilgax, Ben and Rook chase Maltruant in the time stream to the beginning of time itself onto the starship of the Contemelia (the creators of the Annihilaarg) where Maltruant attempts to create a universe of his own using his own Anihilaarg. In a climactic battle, at the beginning of time Ben nearly dies trying to stop Maltruant from building his own universe but then it is revealed that the Omnitrix has a fail-safe to prevent its keeper from dying.

Using the power of Feedback, Ben absorbs the Dwarf Star-powered Anihilaarg and uses its immensely strong, destructive power to defeat Maltruant, trapping him in a time loop that will result in him reliving the events of the Time War over and over for eternity. The Contemelia then reveal the origins of Skurd, declaring the Slimebiote to be the most vital extraterrestrial being in all of creation (to Skurd's shock) as it is the Slimebiotes purpose to spread DNA throughout the new universe, leading to the creation of every alien species in existence. As Skurd departs with his ancestors to help develop the New World, Ben and Rook look on in awe.

Later, the Director controls everybody to gather them in one place and then uses the Typewriter on Terra, forcing her to reveal her true identity:Necro Terra, eldest daughter of the female Celestialsapien and the strongest of all the Celestialsapiens. Terra then transforms into an ethereal form that resembles a moon goddess or something-her true form, then begins sending glowing objects called "The Light Of Judgement" to every corner of the universe, in order to eradicate all evil in the universe. She gives the villains 1 hour to redeem themselves before they are destroyed, but they all refuse, with the exception of Van Kleiss, who is killed by falling debris shortly after he chooses redemption. With the last few moments ticking away, Kela identifies herself as Vilgax's daughter and attempts to seize Loreen, only to be knocked down by Mayumi and get stabbed in the back by Judith. She gets into the Ben 10 universe through the Electric Dreaming Factory, and dies peacefully in her father's arms. Afterwards, Vilgax and Aggregor jump into the Light Of Judgment together, and perish in each other's embrace.

Following the defeat of Groundnet, the Director has an epiphany that causes her to realize the show was for her friends and the entire Breiny fandom rather than for herself, reconciles with her troupe, and performs for one final time at the Electric Dreaming Factory("From Now On"). In the Ben 10 universe, Torro reunites with his sister Kusa, Ben and Reiny get hitched at the Bellwood Park with Terra as their officiator, while Rex and Noah manage to reunite at a small corner of the park and they get hitched too, with the whole of the Providence congratulating them. Jae & Co. celebrate while watching the beautiful display("Surrender"), and the Extraordinary Typewriter, having fulfilled its task, turns into an regular typewriter, but the Director decides to keep it. Afterwards, she sells the Electric Dreaming Factory and moves to a small arcade downtown. The new, revamped show is a huge success; the Director gives full control of the show to Mayumi and retires to focus on more personal things("The Greatest Show").

In a mid-credits scene, Julie is seen complaining at a bar, about how Ben dumped her for Reiny.

Jae & Co.

 * Movie Director Jae Oh
 * Mayumi Okita, a Japanese noblewoman who becomes the Director's business partner.
 * Loreen Nyklas, a Volulan commander who is Kela's fiance and Mayumi's love interest.
 * Judith Carlyle, a 12-year-old genius who claims to be a detective.

Major Characters

 * Ben Tennyson
 * Reinrassic III
 * Rex Salazar
 * Noah Nixon
 * Terra Discord

Ben 10/Generator Rex OCs

 * Terra Discord/Necro Terra, a Celestialsapien in the shape of a human and an agent of the Intergalactic Patrol.
 * Torro, a Super Earthling who resembles a human, but with one extra eye. He holds a grudge against Reinrassic, since he invaded Super Earth and took his sister captive.
 * Kusa, Torro's older sister who was enslaved by Reinrassic but is later freed.
 * Richard, Max's old Plumber friend who brought Torro with him.
 * Princess Kela Andrastea, daughter of Vilgax and Queen Toccata Andrastea. She is the princess of Planet Volula, and is betrothed to Commander Loreen.
 * Olivier, a male Anodite who falls head-over-heels for Circe. He is a huge fan of Verdona.
 * Dr. Callisto Underwood, the creator of Groundnet and the Extraordinary Typewriter.

Music

 * 1) Surrender-Cheap Trick
 * 2) Iris-The Goo Goo Dolls
 * 3) Cannonball-Kiesza
 * 4) Ain't No Mountain High Enough-Diana Ross(end credit song)

Musical numbers

 * 1) The Greatest Show-Jae & Co.
 * 2) A Million Dreams-Jae Oh, Mayumi Okita
 * 3) A Million Dreams(Reprise)-Judith Carlyle
 * 4) Something There-Jae, Mayumi, Judith
 * 5) Come Alive-Jae, Mayumi, Judith
 * 6) The Other Side-Jae & Loreen Nyklas
 * 7) Wedding Day-Six, Rebecca Holiday, Rex Salazar, Noah Nixon, Ensemble
 * 8) Never Enough-Rex
 * 9) Rewrite The Stars-Ben Tennyson & Reinrassic III
 * 10) Tightrope-Mayumi
 * 11) Never Enough(Reprise)-Ben
 * 12) From Now On-Jae & Co.