FANDOM


Ben 10: Omnitrix Unlimited
Season 2, Episode WS
Air date 27/12/2017
Written by Ultra3000
Directed by Ultra3000
Episode Guide
Previous
Ante Bellum
Next
99 For A Change

Once Upon a Time is a special episode of Ben 10: Omnitrix Unlimited, released on the franchise's twelfth anniversary.

Plot

MALTRUENCE’S SPACESHIP, DIMENSION 0

27 DECEMBER 2017

The dimly lit corridors of Maltruence’s spaceship are shown. An eerie silence prevails. Suddenly, the shadows cast from small orbs hanging from the ceiling begin to move and merge together, forming a vaguely humanoid creature, one that possesses an amulet of unimaginable power: Maltruence. The imposing figure slithers alone down the corridor, stopping before a large gate covered in mystic runes.

[Maltruence, whispering]: Veritas Super Omnia.

The runes glow red, as the gate splits in half, dislocating particles of dust. Maltruence slithers inside, becoming shrouded in complete darkness with the gate closing behind him. His mouth widens to inhuman levels, spitting out a pale yellow orb that floats towards the ceiling, illuminating the chamber. It is almost empty, save for one enigmatic figure. It wears a scarlet armor covering it from head to toe and is wrapped in purple glowing chains. Its striking yellow eyes pierce right through Maltruence. The latter waves his right hand, conjuring a table composed of solid darkness, as well as two thrones opposing each other. Maltruence proceeds to sit on one of them and telekinetically pulls the other figure to sit down as well. The two beings stare at one another for a few moments.

[Maltruence, grinning]: Apologies for being late, but I have been rather busy as of late.

The figure doesn’t respond, rather it keeps staring at Maltruence.

[Maltruence, pointing towards his amulet]: It may have taken me eons, but I am once more able to properly interact with the 3 dimensional plane. All I had to do was find my old friend...

The amulet hisses loudly, speaking in an ancient, dreadful language.

[Maltruence, slamming his left fist on the table]: Hush, Mor-I-Dun! You are being rude to our guest! (regains his composure) Anyway, as I was saying, things have been going very well lately. I am certain you want to hear all about it. (figure remains silent) Still keeping to yourself after all these years, hm? Fine, have it your way.

Maltruence conjures a cup containing a viscous, black liquid, which he quickly ingests.

[Maltruence, brandishing his stained teeth]: It is time for the universe to return to its natural state. I believe having an army of one billion Chronosapiens under my disposal will facilitate this process. (figure turns its head sideways) Hm, that seemed to pique your interest. I admit, this is quite exciting for me as well. It has been a long, long time since I have felt this way…

Maltruence’s ever present grin ceases for a bit, before he resumes his “joyous” expression.

[Maltruence]: Would you like to hear a story? I promise it will keep you at the edge of your seat. (figure is unresponsive) Perfect. I think it goes like this: “It started when an alien device did what it did...” (pauses) Wait, I have already told you this story, twelve years from now, in fact. Amusing…Nevertheless, allow me to start over: “It was a new dawn…”

THE UNIVERSE, AKA EARTH-32

15 BILLION YEARS AGO

[Maltruence, narrating]: “…a brand new day. The universe had been reborn for the eighth time and had reached its ninth iteration. All things considered, it was a very smooth transition from the old to the new…”

The nascent universe is shown, in all its glory. A large portal opens, from which an enormous spaceship, colored gold and white, emerges. The camera zooms into the interior of the ship, specifically the cockpit. A  gigantic humanoid creature is sitting, clad in dark blue, red and yellow armor, hiding all of its features, admiring the newly formed, expanding cosmos.

[Maltruence, narrating]: “…There was an explorer, one who hailed from a race that existed outside of spacetime, who sought to chart out the new universe, an action which was thought of the rest of his brethren as shameful and revolting. But the explorer did not care. He had charted out the previous iterations of the universe and this one would be no different. And so he travelled alone, with his spaceship, Telestor V, as his only companion. Although he came to be known by many names, for the purposes of this story, I will simply refer to him as…The Exile.”

The Exile stands up from his seat and exits the cockpit, moving down the brightly lit corridors of Telestor V. The large windows surrounding him display cosmic dust, which in due time, will be turned into stars and various other celestial bodies. The Exile turns and faces one of the windows, noticing something else outside as well: A group of beings smaller than him, wearing protective clothing. The Exile clicks a button on his left forearm, activating his ship’s stealth mode.

[Maltruence, narrating]: “It always begins the same way: The universe is a unique reality, only one timeline. Sooner or later, however, the time travelers arrive, intent on witnessing the birth or more accurately rebirth of the universe. For all the precautions taken in order to keep the flow of time unaltered, they never seem to realize that their very presence there disturbs the space-time continuum.”

The universe, shown as a glowing blue orb, begins to splinter, diverging into many different branches-timelines.

[Maltruence, narrating]: “Thus, the universe is duplicated countless times, forming alternate timelines. Even though this made the Exile’s work far more complicated than it needed to be, he remained undeterred. He focused on studying one timeline at the time, no matter how long it would take. After all, this was all familiar to him.”

EARTH-32, DIMENSION 1

10 BILLION YEARS AGO

[Maltruence, narrating]: “Enough time had passed that the Exile had made significant observations. This iteration had a complex set of rules unlike any other that preceded it. Magic still existed, of course, but it was inherently connected to the life force of the universe, known as mana. As a result, Magic was also defined by certain rules, severely limiting its influence. Simply put, this universe was less flamboyant, more…grounded.”

ARCHAEOPIA, ADAHLOS SYSTEM

10 BILLION YEARS AGO

Telestor V is in orbit around Archaeopia. A gold ray of light beams down to the planet’s surface, teleporting the Exile, who easily towers every structure around him. Most buildings left are in ruins and overgrown by vegetation. He reaches for his right forearm, typing a few commands on his gauntlet. Upon finishing, he looks up to the orange sky, watching as a swarm of small purple drones descend to his location, then begin to scatter around.

[Exile Drones, projecting a blue light]: COLLECT. COLLECT. COLLECT.

[Maltruence, narrating]: “Civilizations had risen and fallen and the Exile sought out to record them all. A truly challenging task, yet one that brought him genuine satisfaction. He was an unseen force, observing and recording, never to interfere. Until…The Fault.”

The Exile is shown piloting Telestor V, setting course for another uncharted area of the universe.

[Maltruence, narrating]: “It soon became evident that there was an inherent flaw in the universe: In this iteration, matter and antimatter had been distributed unevenly, forming realms that were composed mostly of one substance, but not the other. Each timeline existed in sets of two, a binary system of the highest order. While this imbalance would normally be not detrimental for the survival of the universe as a whole, these twin realities had been set on a collision course, with only one possible outcome: Complete and utter annihilation. This iteration was entering an early death.”

ANUR SYSTEM, DIMENSION 1

10 BILLION YEARS AGO

Telestor V passes by the barely bright star of Anur, approaching one of the planets orbiting the star. Once more, it projects a gold ray of light, teleporting the Exile, accompanied by his exploration drones, on the barren surface of the planet.

[Maltruence, narrating]: “The Anur System, located on a galaxy that would be known as the Milky Way, was the center of the collision event. At this point in time, it was devoid of any manner of life, that, however, would soon change, due to a truly remarkable discovery…”

One of the exploration drones digs into the ground, retrieving a strange object. It quickly rises to face the Exile, standing over 2,000 feet tall. The tiny drone flies towards him, dropping the object on his open left palm. The Exile examines the object carefully, with blue lights emitted from his helmet further scanning it.

[Maltruence, narrating]: “At first, the object seemed to be merely a glowing purple mineral,  but the truth was far more shocking: It was a remnant of a past iteration. While some artifacts of unspeakable power have been known to survive the universal renewal, such as the amulet I am currently wearing or the Map of Infinity, entire chunks of spacetime passing to the next iteration was inconceivable. The mystery continued…”

The Exile stores the mineral inside his gauntlet and with a wave of his hand commands his drones to spread out to the rest of the system’s planets. Suddenly, a massive earthquake occurs, strong enough to cause even the titanic Exile to stumble back. Quickly reasserting himself, he notices that the sky has been torn apart, creating a rift in spacetime, from which teal colored quadrupedal creatures spring out, with red teeth-like marks on their face. The monstrous creatures blast the Exile with crimson energy from their mouths, to no avail. In return, the Exile raises his right hand, unleashing bolts of yellow energy from his fingertips that instantly vaporize the creatures. All is not over, as the rift has grown in size and more creatures arrive, along with a surge of red lightning that strikes the Exile, sending him to his knees and crumbling the ground beneath him. He looks up to see a tentacled entity attempting to exit the rift, its two red eyes glowing with fury. The Exile releases a massive burst of yellow energy at the entity, momentarily pushing it back. The rift slightly closes, but the planet is now overrun by the creatures, many of them climbing up the Exile’s armor. The latter rapidly types a few commands on his right gauntlet, calling down a gold ray of light that disintegrates the creatures and teleports him back to Telestor V.

[Maltruence, narrating]: “This was the first encounter between the Exile and one of the Ancient Ones, thought to have been destroyed when their universe collided with ours during its fifth iteration. The Exile deduced that they had merely stayed hidden and they were responsible for the Fault. With the rift remaining open and spacetime distorting around the Anur System, the twin realities of Dimension 1 and -1 would soon collide, becoming the catalyst necessary for the Ancient Ones to enter our universe and wreak havoc. The Exile was faced with the greatest dilemma of his lifetime: Although he wished to follow his self-imposed rules and not participate any further in this conflict, he had already interfered. In the end, the decision was simple: It was time to act.”

TELESTOR V LABORATORY

10 BILLION YEARS AGO

Legions of the Exile’s drones return to the spaceship, dropping large amounts of the purple mineral into a processing device, while the Exile prepares enormous machinery, polishing and assembling them at a rapid pace.

[Maltruence, narrating]: “Beyond his highly advanced technology, the Exile was an accomplished bioengineer. The Anur System had been infested by the Ancient Ones’ minions, the Lucubra and they needed to be dealt with before he could close the rift. By his calculations, he had 10 hours at his disposal before the realities collided. Time was of the essence.”

The Exile grabs a large canister containing black goo from one of his shelves and opens it. The goo animates and pours itself out of the canister, then concentrates into a floating sphere below a device resembling a massive microscope. The Exile telekinetically pulls towards him a large shard of the purple mineral and with it touches the sphere. The black goo envelops the mineral and changes its shape, rapidly shifting from a liquid to a gaseous form.

[Maltruence, narrating]: “In the short time he examined it, the Exile discovered that the mineral was a potent energy source and had great mutagenic properties, a perfect tool for helping engineer a new organism. However, a few countermeasures had to been taken to ensure that it would be effective against the Lucubra, as well as survive in the Anur System. And where science met a dead end, magic held the answer…”

The Exile speaks out an incantation in an unknown language, forming dark purple arcs of energy, then channels it towards the mixture he created, powering it up. It begins taking form, its body being mostly black with glowing purple lines forming a pattern. It gains two arms with four fingered hands and its lower body is one long striped tail. A singular purple eye opens on its face. The newborn creature lets out a petrifying shriek, as it immediately loses coherence and melts into a puddle of black goo, switching between invisibility and visibility. The Exile whispers another incantation and the creature bursts in flames, turning into ashes.

[Maltruence, narrating]: “The Exile had failed. Yet, failure can also yield results. He restarted the process again and again, each time changing something in the formula, perfecting it. Still, one problem remained: The Exile, for all his efforts, could produce nothing more than a mindless being, incapable of responding to any external stimuli. As time grew closer to the collision event, so did his desperation as well. In the end, the decision he made would haunt him for the rest of his days…”

TELESTOR V LABORATORY

1 HOUR FROM COLLISION EVENT

As his drones continue supplying him with the purple mineral, the Exile finishes connecting his device to a wide glass panel. He walks towards the black goo canister, when he hears a faint whisper. Turning around, he stares at the glass panel, which displays some sort of pale blue vapor. A vapor that forms many eyes and faces, all contorted to an expression of anguish and terror. The Exile looks at the captured souls for a brief moment, before resuming his work.

ANUR SYSTEM, DIMENSIONS 1 AND -1

COLLISION EVENT

A cosmic storm ravages the planets of the Anur System, which have been completely overtaken by the Lucubra. The rift has increased its size tenfold, allowing nightmarish creatures to pass through. Winged monstrosities gather together en masse, flying towards the outer limits of the system, ready to invade the rest of the universe. But upon reaching a certain distance, they crash into an invisible forcefield, destroying them instantly. The camera zooms into Telestor V, where the Exile, wielding a massive two pronged staff, projects a forcefield around the entire star system, keeping the threat contained. Another gold ray of light shines upon one of the planets, teleporting him on its surface, right below the rift. The Exile slams the staff on the ground, taking out hordes of Lucubra. Out of the blue, another surge of red lighting strikes, but this time the Exile uses his staff to neutralize it. The tentacled entity once more appears, now having exited the rift almost completely.

[Tentacled Entity]: I AM DIAGON, SPAWN OF ABELIOR. YOUR WORLD WILL SOON BELONG TO THE ANCIENT ONES, FOOLISH CREATURE. YOUR PATHETIC ATTEMPTS TO PREVENT THE INEVITABLE WILL NOT SAVE-

Diagon is blasted right between the eyes by the Exile, pushing him closer into the rift.

[Diagon, his red eyes glowing]: YOU WILL SUFFER FOR ETERNITY FOR THIS OFFENSE, SPECK!

Diagon shoots the Exile with powerful laser beams from his eyes, though the latter dies not yield.

[Diagon, exiting the rift]: THE ARMIES OF THE ANCIENT ONES ARE ENDLESS, YOU ARE BUT ONE. THERE IS NO HOPE FOR THIS UNIVERSE!

The Exile remains calm, as Diagon’s army approaches him. Clenching his staff on his right hand, he gives the signal.

[The Exile]: NOW.

Thousands of  purple eyes open behind him, as the Exile’s creations become fully visible, charging towards Diagon’s forces. Some eviscerate Lucubra with their claws, while others take possession of the winged creatures, causing them to rip themselves apart. The Lucubra extend protrusions from their heads to mind control the creatures, but they phase right through them. The Anur System is in a state of total chaos, a bloodbath raging across its entirety.

[Diagon, bewildered]: WHAT MANNER OF DARK SORCERY IS THIS? I WILL NOT BE BEATEN SO EASILY! MY ESSENCE IS PURE POWER!

The Exile aims his staff at Diagon, releasing a stream of dark purple energy. Diagon lets out a scream, as he is being pushed back further inside the rift.

[Diagon, panicking]: YOU CANNOT STOP THE COLLISION EVENT FROM OCCURRING, ALL YOUR EFFORTS ARE IN VAIN!

Diagon continues struggling, but falls inside the rift, which closes at last.

[Maltruence, narrating]: “Diagon’s invasion may had been averted, but his threat rang true. The twin realities were still going to collide and take the entire universe with them as well. Time had run out and the end was near. But the Exile never gave up…”

Green blood falls like rain all over the Anur System. Mountains of corpses litter the landscape and the Exile’s wraith entities are floating aimlessly. Glimpses of another reality, one composed of antimatter show up in the horizon. The planets start to lose their orbit and begin to drift towards their doom. The Exile grabs his staff with both hands and raises it in the air, then violently slams it on the ground, unleashing a shockwave of epic proportions. Multiple strands of purple energy webbing form from the planet’s equator and spread towards the other planets, binding them together. The Exile holds his staff tighter, as the planet he is standing on begins to crack open.

[Maltruence, narrating]: “In the face of total destruction, the Exile stood his ground, his struggle felt across the cosmos. Even the Mad Celestialsapien, who waged his insane war millions of light years away stopped for a moment and contemplated on his actions. The Naljian turned their gaze for the first time towards the 3 dimensional plane, unable to hide their interest. The Exile pondered if his brethren were watching as well, but deep down he knew that he was alone.”

The Exile keeps drilling his staff into the ground, trying to prevent the system from collapsing. Soon, the visions of the antimatter reality begin to fade, until they completely disappear. The cosmic storm that plagued the system dies down as well. The Exile’s staff splinters and falls apart, much like the planet the Exile is standing on. He presses a few buttons on his gauntlet, summoning his exploration drones.

[Exile Drones, approaching the planet’s cracks]: MERGE. MERGE. MERGE.

The drones combine in massive numbers, literally stitching the planet together. With the planet in stable condition, the Exile teleports back to his ship.

MALTRUENCE’S SPACESHIP, UNKNOWN CHAMBER

DECEMBER 27, 2017

Maltruence and the chained figure are joined by another being, wearing a purple cloak. Its only discernible features are its two white glowing eyes. The cloaked figure also conjures a shadow throne and sits besides Maltruence, without speaking to him.

[Maltruence, ignoring the cloaked figure]: And thus the universe was saved. The Exile immediately departed the Anur System, leaving it to the Ectonurites’ ancestors. Life continued as if nothing happened. Everyone was safe. A pretty happy ending all around, correct? If only…

OUTER SPACE, DIMENSION 1

5 BILLION YEARS AGO

Telestor V is soaring through a cluster of nebulae, approaching a shard-shaped planet in the distance.

[Maltruence, narrating]: “The Exile never forgot what happened five billion years before, the day the universe almost died due to the machinations of the Ancient Ones. His mission had evolved: no longer would he simply record and observe. He would find the stronghold of the Ancient Ones and take them out before they make another attempt. But in a nigh infinite universe, full of alternate realities and pocket dimensions, where could he begin his hunt?”

PETROPIA, ORYKTEX SYSTEM

5 BILLION YEARS AGO

The Exile teleports on the surface of the planet Petropia, the crystal beneath him slightly cracking under his weight. He walks towards a hill-like structure, his every step creating earthquakes and aftershocks. At the same time, the hill structure begins to move as well, rising up, revealing it to be a massive reptilian creature, rivaling the Exile in height and composed of pure crystal. It was an Antrosapien, awaken from its sleep. The kaiju roars at the Exile, before exhaling a powerful teal green blast from its mouth, encasing the Exile entirely in crystal. The Exile’s armor begins to glow bright yellow, firing an energy wave that shatters the crystal, sending huge shards flying everywhere. Enraged, the Antrosapien charges towards the Exile, enlarging its crystal claws on its right arm, ready to slice his armor. The Exile blocks the attack and with a swift swipe of his left arm dismembers the Antrosapien, which stumbles back. The creature opens its mouth to unleash its crystal breath, but the Exile grabs its lower jaw and forces its mouth to close, then keeps pressing until it’s pushed right through its head, turning it into powder. The headless monster loses its balance and falls to the ground, creating a crater. The Exile punches into the Antrosapien’s chest, pulling out a long, curved stone artifact. Slots on both of his gauntlets open to reveal similar pieces, which join the one he is holding to form the symbol of infinity.

[Maltruence, narrating]: “With the Map of Infinity in his possession, the Exile was now able to quickly venture to alternate realities in his search for the Ancient Ones. His journey took him through many strange worlds, yet none of them held a clue to assist him in his quest. Until, at long last, he arrived here, in Dimension 0.”

DIMENSION 0

3 BILLION YEARS AGO

Telestor V travels through the dark void, which seems to spread as far as the eye can see.

[Maltruence, narrating]: “It turned out that the universe the Ancient Ones originated from, Earth-616, did not truly perish when it collided with this universe, rather it survived on a lower plane of existence, still somehow merged with ours. Dimension 0, this realm of pure darkness, was apparently connected to both universes at once.”

The Exile whispers a mystic incantation, causing a portal to appear in the darkness. Exiting Telestor V, he begins to float towards it.

[Maltruence, narrating]: “Earth-616 was a universe where life had finally defeated death, thanks to the Ancient Ones. This endless, unchecked and unnatural extension of life, however, could only lead to one thing…”

The Exile enters the portal.

[Maltruence, narrating]: “Cancer.”

EARTH-616

NOT APPLICABLE

A bright orange light illuminates this reality, showing nightmarish tumor growths extending across it, with multiple appendages and mouths with serrated teeth chomping each other. Several approach the Exile, who burns them with an incineration spell. Clearing his way through the disgusting filth, he meets the ones responsible for this horror: The Ancient Ones.

[Maltruence, narrating]: “The Exile had finally completed his journey and stood in front of the Ancient Ones. Many of them were not dissimilar to Diagon in appearance, others however, were a bit more…complicated. They had length, height, width and a few other things too. Things your mortal mind could not possibly comprehend, unless, of course, you wished to risk your sanity.”

The Ancient Ones gaze upon the Exile, letting out a demonic laugh.

[Ancient Ones, in unison]: LITTLE THING, WHAT IS YOUR PURPOSE HERE?

[The Exile]: I WOULD SPEAK WITH YOUR LEADER. I WOULD SPEAK WITH…ABELIOR THE DREAMER.

The Ancient Ones laugh even louder, prompting the sentient tumors to join them as well.

[Ancient Ones, in unison]: ABELIOR SHALL DREAM FOREVERMORE, BRASH FOOL. AND SOON, HIS NIGHTMARE WILL SPREAD TO NOT JUST YOUR PUNY UNIVERSE, BUT THE ENTIRE MULTIVERSE WILL LEARN THE TRUTH OF LIFE WITHOUT DEATH!

The Exile blasts the Ancient Ones with his signature yellow energy, but the demons brush it off as if it were nothing. They form tentacles that wrap themselves around the Exile’s armor, lifting him up closer to the rest of their forms.

[Ancient Ones, in unison]: YOUR ATTACKS MEAN NOTHING TO US. WE ARE INVINCIBLE, WE ARE IMMORTAL. YET, YOU COULD BE OF USE TO US. YOU SHALL HERALD OUR ARRIVAL TO THE REST OF THE COSMOS. BUT FIRST, YOU MUST EXPERIENCE THE TRUTH FIRSTHAND!

The Ancient Ones shift part of their cohesive mass to reveal a blinding orange light emitting from the inside. Their tentacles squeeze the Exile’s armor further, denting and eventually fracturing it, revealing pieces of gold energy underneath, that glows brighter and brighter…

[Ancient Ones, in unison]: WAIT, WHAT IS THIS? NO, STOP THIS AT ONCE! YOU CANNOT DO THIS, YOU CANNOT-

The Exile explodes in an omnidirectional blast of pure gold energy, annihilating the Ancient Ones, their screams echoing across reality. The tumor growths turn black and fall apart. A small being, resembling a cephalopod, slithers slowly towards the portal the Exile had created and enters it. The portal becomes unstable and closes.

[Maltruence, narrating]: “In a last-ditch effort, the Exile had managed to destroy the Ancient Ones, save for Diagon, who managed to slip to our universe. He conquered more than 100 dimensions in the millennia that followed and-oh, you know how the rest of his story goes, the specifics are not important right now. You might be wondering, though…whatever happened to the Exile?”

MALTRUENCE’S SHIP, UNKNOWN CHAMBER

DECEMBER 27, 2017 

Maltruence drinks from his cup, the cloaked and chained figure watching him. Out of the shadows, yet another figure appears. One clad in dark blue, red and gold armor, the armor of the Exile. The figure conjures another throne and sits besides Maltruence, without speaking to him.

[Maltruence, interlocking his fingers]: A mystery indeed...If you ask me, I believe he was lost in the shadows, never to return. But stories tend to have conflicting accounts. Some say he survived, but the whole ordeal…changed him. Maybe they are right and I am wrong. Who knows? The only thing I am sure of is this: The Exile cared for the universe. Unfortunately, he cared too much. He failed to see the bigger picture, the truth…eluded him.

Maltruence stands up from his seat, as do the cloaked figure and the one clad in the Exile’s armor. The two figures disappear into thin air, while Maltruence begins to leave.

[Maltruence]: I am glad we had this time together, but now I must go. There is still much work to be done. Not to worry though…we shall see each other again soon enough.

As Maltruence whispers another incantation to open the gate, the chained figure watches at the orb floating above him begin to flicker, until it gives out, leaving the chamber in darkness.

Noteworthy Events

Major Events

  • The Exile and the Ancient Ones make their first appearances.
  • The Exile creates the progenitors of the Ectonurite race.
  • Earth-616 makes its first appearance.

Minor Events

  • Diagon makes his first chronological appearance.

Characters

Main

  • Maltruence
  • The Exile (first appearance, apparent death, flashback and illusion)

Supporting

  • Chained Figure (first appearance)
  • Ectonurite Progenitors (first appearance, flashback)

Antagonists

  • Ancient Ones (first appearance, apparent death, flashback)
    • Diagon (first chronological appearance, flashback)
  • Lucubra (flashback)
  • Antrosapien (first appearance, flashback)