Air Date

November 26, 2010. A 3-part episode


A flashback begins with Psyphon ressurecting Vilgax in a new body (from the original series), then they assembled their second Negative 10, recruiting his original members, Charmcaster, Rojo, and Dr. Animo, and found new members, Vulkanus, Sevenseven, Aggregor (who honors to be in second in command), Kraab, Albedo (who later becomes allies with him again), Overlord, Sunder (who is given another chance to destroy Ben), the Vreedle Brothers (who are resurrected with mechs and mor weapons for them), Atomic Dynamo, and Sssserpent, forming the new Negative 10.

Ben and the gang are surrounded by his greates villains known as The Negative 10. Ben should have known theyed be back he told Elena about them but Dr. Animo informs him that he'll won't defeat the new Negative 10 like the last time. Aggregor is after Kevin now then all started to fight. while they're fighting it just got worse, Kraab, the Vreedle brothers, Sunder and Atomic Dynamo assisted the Negative 10. Atomic Dynamo wanted payback on ben for ruining his plan at the power plant so punched Armodrillo in the face and Sunder helped until Ben turned into Humongousaur to Ultimate Humongousaur. Ben and his friends are almost beaten until Bivalvan and P'andor came to save them by creating a fog of steam allowing Ben, Gwen, kevin, Elena, Max, Victor, Ra'ad and Galapagus to escape After the fight, Vilgax order his teammates to let them go that the parts they need to repair his ship. meanwhile at home Ben needs to think how he's gunna beat the Negative 10, Gwen almost lost her mana to Charmcaster also supported Ben about defeating them and Kevin still want to fight Aggregor but the question is why were they stealing spare parts? Meanwhile in the mines, Vilgax and The Negative 10 are rebuilding his ship then had a meeting they all know that Ben would ambush them like before then they had an idea why not let Ben come to them? Vulkanus has a plan by kidnapping the people he cares about without him knowing. Overlord thinks its a great idea and then they split into groups of 2 and 3 except Aggregor. Overlord and Sevenseven kidnapped Carl and Sandra Tennyson while they were shopping, Rojo and her gang took Frank and Lili Tennyson, Atomic Dynamo and Sunder kidnapped Julie and Kai without Ship, Albedo kidnapped Jimmy, Aggregor kidnaps Kevin's mom, Charmcaster and her Stone creatures kidnaps Cash and JT, Vulkanus and Sssserpent kidnapped Ken Tennyson, Will Hurangue was doing his news talk about Ben Tennyson until Vilgax, Dr. Animo and Kraab came in through the wall and he took him while Kraab and Dr. Animo destroy his studieo. After they got them all, they put them in a large cage and they went to the Bellwood football stadium also Overlord tells Vilgax they need a audiance to see Ben 10's ultimate defeat. Meanwhile Ben knew the weirdes thing. Huranguenations not on the air but say "please stand by" and his parents should have been home right now. Gwen could'nt call her parents for 4 hrs and so is her brother. Then Kevin called them both, there's something on the news! The News reports that a group of villains are taking hostages and the police tried to save them but they were thwarted by Charmcaster's rock monsters, Atomic Dynamo and the Vreedle Brothers. the News chopper had just identified hostages in a large cage. Ben, Gwen and Kevin were shocked but why they took Hurangue then Ben, Gwen and Kevin can't beat them all they won't stand a chance then a knock on the door it was Elena, she saw the news and she brought help. Pierce, Manny, Helen, Cooper and Alan came to help Ben then Tetrax, Blurr, and Aquatus came to help as well then before they left Azmuth came to Ben to unlock the master control in the Ultimatrix (now he has unlimited time) and they went to the stadium to fight the villains. While the Negative 10 wait, some villains were having conversation after Hurangue thinks they're inleague with Ben Tennyson then Carl had enough and punched him in the face for talking about his son like that and gave him a warning he talks one more thing about Ben he'll throw him into the Null Void himself but Sandra thinks thats a little extream then Vilgax told them to be silent and Albedo tells Hurange he's an idiot he and the other are all Ben's enemies and he webbed his mouth then suddenly Ben Tennyson arived and he did'nt came alone Ben, Gwen, Kevin, Elena, Pierce, Manny, Helen, Cooper, Alan, Tetrax, Blurr, and Aquatus came and got ready to fight Ben turned into Rath and said "Let me tell you someting, Vilgax. BRING IT ON!!!!" then Ben's team clashed wih The Negative 10.

To Be Continued.


  • Ben Tennyson
  • Gwen Tennyson
  • Kevin Levin
  • Elena Validus
  • Alan Albright
  • Helen Wheels
  • Manny Armstrong
  • Pierce
  • Cooper Daniels (in a mech)
  • Tetrax Shard
  • Blurr
  • Aquatus
  • Azmuth
  • Max Tennyson
  • Victor Validus
  • Bivalvan
  • P'andor
  • Galapagus
  • Ra'ad
  • Julie Yamamoto (kidnapped and hostaged)
  • Carl Tennyson (kidnapped and hostaged)
  • Sandra Tennyson (kidnapped and hostaged)
  • Frank Tennyson (kidnapped and hostaged)
  • Lili Tennyson (kidnapped and hostaged)
  • Mrs. Levin (kidnapped and hostaged)
  • Cash (kidnapped and hostaged)
  • JT (kidnapped and hostaged)
  • Jimmy Jones (kidnapped and hostaged)
  • Kai Green (kidnapped and hostaged)
  • Ken Tennyson (kidnapped and hostaged)

Villains(Negative 10)

  • Vilgax
  • Aggregor
  • Albedo
  • Charmcaster
  • Overlord
  • Ssserpent
  • Sevenseven
  • Rojo
  • Dr. Animo
  • Vulkanus
  • Psyphon
  • Vreedle Brothers (only helping)
  • Kraab (only helping)
  • Sunder (only helping)
  • Atomic Dynamo (only helping)
  • Will Harangue (kidnapped and hostaged)
  • Argit (cameo)

Aliens Ben used

  • Armodillo
  • Diamondhead
  • Echo Echo/ Ultimate Echo Echo
  • Wildvine
  • Humongousaur/ Ultimate Humongousaur
  • Rath

Aliens Albedo used

  • Lodestar
  • Spidermonkey
  • Benwolf
  • Swampfire/ Ultimate Swampfire
  • Eye Guy
  • Upchuck

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