Lie as Old as Time is the tenth and final prerequisite episode of Ben 10: Time's End.
[The scene opened with a young Ben Tennyson riding a bike down the streets of Bellwood at night. He stopped for a moment to catch his breath, then heard the sound of an engine behind him. He turned and saw a dark blue vehicle roar to life.]
Ben: Oh, great!
[Ben continued biking as the driverless car chased after him. He tried to shake the car off his tail by riding onto the curb, only for the car to follow and ram through a pile of trash on the sidewalk. Another car came from the front of Ben, who just narrowly escaped being sandwiched between the two by turning down another street. However, just as he did, a large truck came rushing towards him. He pulled off into an alley, where the truck cornered him. Ben looked around in fear.]
Ben: Help! Somebody! Help! Somebody help!
[Ben began to activate the Omnitrix, but the core sparked purple energy.]
Ben: What's wrong with this thing?
Voice: No one can help you, Benjamin.
[Ben looked up and to his right. On a small staircase leading into the building on his right stood the time travelling Eon.]
Eon: What is about to happen here is inevitable.
[Ben looked at him in disbelief.]
Ben: You died. I-I saw you burn up!
[Eon began walking down the steps towards Ben as he spoke.]
Eon: I have achieved the ability to manipulate time at its base level. By distorting the molecules around my form, it was a simple matter to create the illusion that I wanted you to see. A cheap parlor trick, really, but sufficient to assess your powers.
Ben: Why don't you go back to your own world, where someone cares what you think?
Eon: Sadly, I can't do that. Not without your help.
[Eon pointed at the Omnitrix, which caused Ben to step back.]
Ben: I won't let you have the Omnitrix! You're not the first bad guy I've faced that wants to use it to destroy Earth!
[Eon cocked his head, a confused look coming over his face.]
Eon: ...I'm sorry? ...What?
Ben: The Kronians! You want to use the Hands of Armageddon to bring your kind here and invade us!
Eon: ...Whoever said that?
Ben: Grandpa Max! You came here with the Hands of Armageddon to destroy the world, then they froze you... Why are you acting so confused?
[Eon took a step back, and his eyes began to water.]
Eon: Maxwell... I suppose... It makes sense. He always was one for keeping secrets.
[Ben then grew a confused look on his face.]
Ben: What are you talking about?
Eon: There's no such thing as a Kronian. Like much of the garbage that spews from his mouth, it's a front. A front to keep you in the dark, shield you from your future.
Ben: What do you mean?! If you're not a Kronian, what are you?!
Eon: Benjamin. I am-
[Eon was cut off by being shot in the neck by an energy blast. Ben turned and saw an old man with a Plumber gun saimed at Eon.[
Ben: You're a Plumber, too?!
Old Man: Sure! Don't you recognize a disguise when you see one? [chuckles] Go on, get out of here, I've got him.
[Ben sped off past Eon, who was just about to get up. Eon glared after Ben, then disappeared in a flash of purple energy just before being shot again. Eon appeared inside a large clocktower, where several of his goons were located. He had his head tilted down as he faced away from his goons.]
[Tears streamed down his face inside his helmet.]
Eon: ...That old LYING BASTARD!
[Eon whipped around and launched a time beam in a fit of rage, dusting one of his goons. From where it stood, an Omnitrix similar to the first version of the prototype, though with blue energy instead of green, fell to the ground. Eon crushed it beneath his foot.]
Eon: Is he truly so ashamed of me?! So ashamed that he and his... Latrene-fixing posse hid my history... with a LIE?!
[Eon took a few deep breaths.]
Eon: Fine. In time, the only thing he will have to be ashamed of, is himself.
[Eon again disappeared in a flash of purple light.]
[The scene then changed to show Ben chained to the containment unit for the Hands of Armageddon in the Plumber's headquarters in Bellwood. He slowly opened his eys, his vision blurry.]
Max: We're here, Ben.
[Ben's vision cleared up, and he saw Max and Gwen also chained up, though separated from him. Eon approached.]
Eon: Well, what do you know? The senile bastard can tell the truth. What a surprise.
[Max looked at Eon with a look of disdain and shame.]
Max: Eon, whatever doubtful mess you've filled Ben's head with-
[The trio were silent in shock from Eon's outrage.]
Eon: One more word. One more, and the entire Kronian army is going after your ass specifically! [pauses] Oh. Wait. There is no Kronian army, is there?
[Max remained silent, only angering Eon more. He stepped towards him.]
Eon: IS THERE?!
[Ben and Max locked eyes, then Max closed his and shook his head.]
Eon: That's right. There isn't... Grandfather.
[Ben and Gwen became shocked and Max looked up at Eon, retaining his disdain and shame.]
Ben: Did you just say "grandfather?"
[Eon turned to Ben and walked towards him.]
Eon: Have you taken a moment to consider how I know what I know? Combating your transformations. The location of this Plumber base. Knowing students from your school exit to the courtyard through the gymnasium at the sound of the alarm. You can't have assumed those were all simply a matter of dumb luck. Constantine Jacobs told you something, Benjamin. He told you that I know. I know, not only of you, but of almost every minute detail about your life.Save for what separates it from mine. You and I, Benjamin, are one in the same. Alternate counterparts.
[Ben looked at Max with a look of betrayal.]
Ben: You knew?
Ben: You knew and you didn't tell me?! Tell either of us?!
Max: Ben! I had.... I had to keep it a secret. For your sake. To protect you-
Eon: ENOUGH WITH YOUR DAMN LIES!
[Eon shot a time beam at Max, but just missed him.]
Eon: This had nothing to do with protecting them! You don't want to admit it... But for once in your life, you put yourself first. You wanted to believe you wouldn't fail the same way your alternate counterparts did when I visited them. You did this for yourself. Hell, you even wanted to think that your Ben wouldn't go through this, so that you would be spared. How selfish. If you truly had any intention of keeping them safe, you'd have warned him as soon as that watch came into his possession. You would have helped him be prepared, and maybe he'd stand a chance of survival. But now... You'll suffer the consequences of those actions.
[Eon walked towards Ben.]
Eon: Go on. Tell your grandson why I'm here. The truth, this time.
[Max hesitated, then sighed.]
Max: Eon wants to merge with you, give himself a youthful body, and then utilize the Hands of Armageddon to give himself immortality.
Gwen: Why don't you just do that now?
Eon: Because, young Gwendolyn, this body is weak. If I were to activate the Hands now and obtain my gift, I would be walking around in a frail, pathetic body for eternity. Immortality simply refers to age, I may still die by other means. Byt not by age, or by leaping through time, which is currently killing me.
Ben: Shouldn't being a time traveler keep that from happening?
Eon: For those more in tune with the phenomenon known as time such as the Chronosapiens or the Paradox, yes. But... for someone like myself...
[Eon generated time energy and made a projection of his younger, original self. He wore a mostly black outfit, which looked similar to the one he was wearing in the present, with several purple accents, and an Omnitrix that followed that color scheme, and had bright pink energy. He looked as if he was just a few years away from being Ben 10,000.]
Eon: My Omnitrix, when I was younger, was destroyed, in events I'd rather not remember.
[Young Eon lifted his Omnitrix arm, and then in a flash of light, the Omnitrix was destroyed, its pieces fallen to the ground in front of a kneeling Young Eon. He began to collect the pieces.]
Eon: With the remains, I created these...
[Young Eon was shown now wearing the gauntlets his present form had.]
Eon: Devices that allowed for chronokinetic powers. Time travel, aging, dimension hopping, et cetera. However, it took its toll on my body.
[Young Eon was shown quickly aging and decaying, becoming more like his present self, and eventually wearing the helmet he now does.]
Eon: My devices are unstable, and do not protect me properly from the exposure to time, rapidly aging and weakening me with every leap through time. Until I found a loophole.
[The Eon in the projection was then seen approaching a young, defeated Ben. He looked at the Ben's yellow-glowing Omnitrix, and touched it out of nostalgia. However, once he did, his pink time energy activated it, changing the energy from yellow to pink, and an icon appeared that showed a humanoid figure with a cloak. Curious, Eon pressed down on the core, and the alternate Ben was changed into Eon's young form in a flash of pink-purple light. The two Eon's looked at each other for a moment, before the decaying Eon faded away.]
Eon: Combining my temporal abilities with the Omnitrix's DNA alteration mechanism, I was able to merge my body with that of an alternate counterpart, temporarily gaining my youthful, strong body again. But it wasn't enough.
[The process of Eon merging himself with his alternate counterpart was shown several times over, each with an alternate Ben, and each ending with Eon becoming corrupt and old again.]
Eon: Not until I learnt of the Hands of Armageddon. A universal constant within this multiverse. A device that, once activated, grants its user a power of their choosing. Most who have obtained it sought to reek needless havoc. Others changed the universe to how they saw fit. But me...
[The projection ended, with Eon right before the Hands of Armageddon.]
Eon: I just want this to stop. My constant decay... My slaughter of my alternate counterparts. [turns to Ben] It ends with us.
Ben: Why does it have to be this me?
Eon: It took forever, but I was finally able to locate a Ben that was right near his universe's Hands of Armageddon. It was a very... meticulous process. If I were to just pick a Ben at random and search for his universe's Hands, I'd need a new Ben by the time I found them. No, I needed to be careful in finding a sweetspot universe.
[Eon walked towards Ben.]
Gwen: Don't you touch him, you freak!
Max: Ben, we're gonna get you out of this!
Ben: Grandpa... No.
Gwen: What do you mean no?!
[Eon seemed surprised.]
Ben: If Eon has a younger body, and then becomes immortal... He'll stop. We'll stop. No more Ben's have to die.
Max: Ben, you don't know that! For all we know, he might just keep killing them for fun!
Eon: Do you truly think so little of me? What kind of monster would I be if I enjoyed this? The blood of countless Ben Tennyson's is on my hands. This day shall be the last time.
[Eon activated the Omnitrix, his time energy changing the core from green to pink. As he turned the dial, the icon of himself appeared. He pressed down. Pink energy consumed Ben, and his body was covered in Eon's armor, save for the helmet. His body changed to that of Eon's original self, and he broke free of his chains.]
Eon: Thank you, Ben Tennyson.
[BenEon turned to Eon.]
Eon: Your sacrifice will not be forgotten.
[Eon looked down at his hand, which was starting to fade away/]
Eon: Two cannot exist in one world.
[Eon faded away and BenEon turned his attention towards the Hands of Armageddon. Gwen looked at him, worried.]
Gwen: Ben! Ben, please tell me you're in there!
BenEon: Sorry to disappoint, but the Ben Tennyson you know... Is gone.
[BenEon created an orb of pink time energy between his hands, and placed it into the translucent orb in the center of the Hands. The other segments quickly lit up with the pink energy, and the orb shot a beam out at BenEon, spreading energy across his entire body. Max turned to Gwen.]
Max: Gwen, can you reach your foot up and get my wrench from my back pocket?
Gwen: I'm not sure, maybe.
Max: Well, go ahead and try.
[Gwen reached her foot up and nudged the top of a wrench out of Max's back pocket.]
Max: Now, open it.
[Gwen nudged her foot again, opening the top of the wrench, firing a small laser that broke Max's chains. As he stepped down, he used the wrench to break Gwen's chains.]
Max: Alright, I'm gonna try to find a way to shut down the Hands, you go hide!
Gwen: What about Ben?
[Max hesitated for a moment.]
Max: ...I'm not gonna lie to you again. I don't know if we can get Ben back. But maybe we can at least stop Eon.
[Saddened, some tears in her eyes, Gwen nodded and hurried off. Max grabbed two cables that were a part of the containment unit for the hands.]
Max: I'm sorry to do this, Ben.
[Max shoved the plugs into BenEon, and used them to pull him away from the Hands, removing the beam of energy, though the Hands were still powered. Max turned to the device.]
Max: Alright, one of these is a negative, the other one's positive... Now which is which? Damnit, Max, don't blow up your own home town!
[Unsure of what to do, Max just put both plugs into the center orb of the Hands, causing the energy to flow through them as well as his body. Gwen saw it from afar.]
[Gwen looked and saw BenEon struggling to get up.]
Gwen: Ben Tennyson, you stupid idiot, grandpa's in trouble!
[Just as BenEon was about to get up, Gwen grabbed a big wrench and hit him in the back with it, causing him to fall back over. As he got up, he turned to her.]
Gwen: Guess I got your attention, huh?
[BenEon began to approach her.]
Gwen: I'm not afraid of you, you hear me?
[As Gwen spoke, her voice trembled, showing obvious fear.]
Gwen: I'm not afraid, cause inside I know you're still my cousin!
[BenEon attempted to fire a time orb at her, but missed.]
Gwen: The same cousin that's lame at sports! Who cried when I pinned him when we were five! And who won't wear colored socks cause he thinks they're gonna color his feet!
[BenEon once again tried to shoot a time orb, but found himself struggling, hitting the ground just in front of Gwen.]
Gwen: And even though, most of the time, I'm afraid that if people find out we're related, they'll think I inherited your stupid gene! But you're still my ferret-faced, hammer-headed cousin! And I love you, Ben Tennyson, cause you're a hero, and you've never given up on anything in your life!
[Just as Gwen finished, BenEon grabbed the wrench from her hand, and then aged it to dust in his own.]
BenEon: Lovely speech. Shame it will be your last. This is the end for you, Gwen Tennyson!
[Just as BenEon was about to fire, a voice stopped him.]
[BenEon and Gwen turned to see the Bellwood Plumbers arrive.]
Principal White: But it's a permanent detention for you!
BenEon: One against many. It hardly seems fair.
[The Plumbers looked at each other confused, then BenEon nodded, causing several of his goons to jump down and take the Plumbers' weapons. Holding Gwen's shoulder with his right hand, BenEon attempted to create another energy orb with his left.]
Gwen: Ben, please, don't! I know you're in there!
[BenEon struggled with every word Gwen said, green energy starting to spark from the tubes on his left arm.]
Gwen: I need you! Grandpa Max needs you! The world needs you!
[BenEon pulled away from Gwen, screaming as he attempted to fight back against his own mind. His gauntlets now both started sparking green from the pink tubes.]
Gwen: Oh, my gosh, it's actually working! I don't believe it!
[BenEon again fell to the ground.]
Gwen: Keep fighting Ben!
[BenEon looked back up at her menacingly, then created a time orb. Gwen screamed, fearing for her life. Suddenly, the pink energy in BenEon's gauntlets changed to green, as did the time orb. He then created another in that same hand, then two in the other, and shot them at the goons, destroying them. He turned to Gwen.]
Gwen: ...Is it really you?
BenEon: For the record, I never cried when you pinned me. I had something in my eye.
Gwen: Fine, whatever. I'm just glad you're you again. ...If you ever tell anyone I said the, you know, L word...
BenEon: Don't worry. Your secret's safe.
[BenEon then made his way to the Hands and Max. He put his hands on Max's. Max saw the green, and then looked back up at BenEon.]
BenEon: Please, allow me.
[Max stepped back. BenEon pulled the plugs from the Hands, then created a green time orb and placed it into the center orb. The pink energy within the Hands was replaced with green. BenEon concentrated, then absorbed the energy back, deactivating the Hands.]
BenEon: We no longer have to worry about that.
[Just as BenEon turned around, Max hugged him.]
Max: I thought we lost you.
BenEon: You can thank Gwendolyn for that.
[Gwen smiled, followed by Max and BenEon.]
Gwen: So... Now what?
BenEon: I assume I have the Omnitrix somewhere. This is a transformation, after all.
[BenEon felt around his upper body, till he finally found the Omnitrix hidden beneath his jacket, on his right side.]
BenEon: Ah, there we are.
[BenEon created a spark of time energy between his index finger and thumb, and placed it onto the Omnitrix symbol, which then beeped red before changing him back into the Ben he once was.]
Gwen: Never thought I'd miss that face.
Ben: I'm pretty sure you've said that before.
[As both Gwen and Ben laughed, Gwen looked at her watch.]
Gwen: My gosh, we completely forgot about the talent show. We're supposed to go on in about ten minutes!
Ben: Grandpa, my mom and dad are gonna freak if we don't show!
Principal White: We can take my car!
[Gwen and Ben looked at him reluctantly.]
Principal White: Don't worry, I'll take you around back. No one will see you going in with the principal.
[As they began to leave the area, Principal White began searching for his car key.]
Ben: Y'know, I never wanna be Eon again, and he's not really one of my aliens, but do you think I could ever access those cool powers? Minus the body snatching part.
Principal White: [slowly] Found the key...
[As Ben turned, he saw that everyone was frozen in time around him. Eon suddenly manifested around him, his eyes more sunken in than before.]
Ben: The answer to your question, Benjamin, is no. Those powers belong to me!
[Just as Eon went to grab him, Ben dodged.]
Ben: I thought-
Eon: That I was dead? The only thing that can kill me, truly kill me, is time!
[Eon walked towards Ben.]
Ben: You seem a bit upset. What, has a Ben never gotten free before?
Eon: Of course there have been Ben's that have gotten free. [cocks head] Where do you think my minions come from?
[Ben's eyes widened with fear.]
Eon: Any unsuccessful transfer results in the death of the Ben it was attempted with. Each of my goons is a Ben whose soul is trapped in the nanosecond between life and death, their minds a husk, for me to control.
Ben: Well, as you can, see, I'm not dead!
Eon: True, but it is only a matter of time!
[Eon shot a time orb at Ben, who dodged, though the impact of it hitting the floor sent him flying back. While in the air, Ben activated the Omnitrix. As he hit the ground, the Omnitrix core was pressed down, changing him into XLR8.]
XLR8: Catch me if you can!
[XLR8 sped off, running circles around the room.]
Eon: Child's play.
[Eon suddenly manifested in front of XLR8, causing him to fall back after running into him. Eon then charged up another orb.]
Eon: It may cost me my life to find another universe like yours. If it does, then at least I will have killed you, as well. An eye for an eye.
[XLR8 dodged Eon's time orb and ran the other way. Just as he circled around to hit Eon from behind, Eon turned and shot an orb at him. While it didn't hit XLR8 exactly, it did hit the Omnitrix. The impact sent XLR8 back, hitting a wall with enough force to cause a cloud of dust to appear. As Eon walked towards the crash, a fire ball hit him, and out stepped Heatblast from the smoke.]
Heatblast: Thanks, you just made this easier on me!
[Heatblast shot a beam of fire at Eon, who swiftly dodged it.]
Eon: At one point or another, I used all the aliens within your ten, and even more.
Heatblast: ...There's more?
Eon: Using them to fight is futile.
[Eon used both hands to create a giant time orb, and sent it hurdling towards Heatblast. After a pink explosion, Eon saw a crystalline structure retracting, revealing Heatblast had changed to Diamondhead.]
Eon: Well, at least you'll put up a challenge now!
[Eon rushed Diamondhead, his hands covered in time energy. Diamondhead blocked each attack, not affected by the aging powers of Eon.]
Diamondhead: You didn't seem to do so good against Diamondhead last time!
Eon: As resiliant as Petrosapiens may be, everyone and everything succumbs to time eventually!
[As Diamondhead blocked Eon's attacks, Eon finally landed a blow into Diamondhead's chest, causing them both to blast backwards. Mid-air, Diamondhead was changed into Stinkfly, who proceeded to fly to prevent himself from being hurt. Eon fell to the ground, then saw Ben's new form rushing him as he got up. Stinkfly knocked him to the ground before flying in the opposite direction.]
Stinkfly: Gotta get some distance, here!
[As Stinkfly flew, a pink flash occurred, setting him back to where he was. Without realizing this, he continued flying, only for it to happen again a few more times before he stopped.]
Stinkfly: What the-
Eon: Time loop, Benjamin.
[Stinkfly growled, then flew at Eon. Just as Eon went to charge up, he was pinned into the ground by a large, spherical creature covered in yellow armor: Cannonbolt. He rolled off Eon, but then began rolling back and forth across him to leep him from getting up or creating time energy to fight back. However, mid-roll, Cannonbolt was changed in a flash to Ripjaws, who landed on Eon. Just as Ripjaws went to bite down on Eon's mask, Eon grabbed him by the jaws and threw him off before standing up. He then charged his gauntlets, causing Ripjaws to start choking.]
Eon: Slowly speeding up a relative timestream. I suppose you know that trick, given your usage of it to prematurely time out the Omnitrix. Now, I use it against you. Ripjaws doesn't last long without water.
Ripjaws: [gasping] Who needs water?!
[Ripjaws clawed at Eon's leg, causing him to fall over in pain, then clawed his mask open, Eon gasping as his containment suit was compromised.]
Ripjaws: Looks like I've leveled the playing field!
[Gasping, Eon put on a menacing grin that diminished Ripjaws' confidence. He charged up time energy again, and the mask repaired itself.]
Eon: The trick works in reverse, as well.
[Just as Eon was about to land another blow on Ripjaws, the Omnitrix changed him again, though he was nowhere to be seen. Eon looked around, unable to spot him. He began walking around the room. As he walked, Grey Matter could be seen jumping from different parts of the contianment unit that held the hands. Eon turned around.]
Eon: I'll find you, one way or another.
[Just as Eon charged up his gauntlets, the containment unit absorbed his time energy, then pulled him apart in a purple and pink explosion. Grey Matter jumped down and changed into Four Arms.]
Four Arms: That's not exactly what I had in mind.
[Eon suddenly manifested behind him, surprising him as he spoke.]
Eon: No, but a clever trick, nonetheless.
[Four Arms pulled a part of the containment unit out, and hurled it at Eon, who aged it. Eon then went to charge up another orb, only for Four Arms to grab it with his bottom two hands and lift Eon with his top two.]
Four Arms: Your powers are getting really annoying!
Eon: As are yours.
[Eon prepared to charge his gauntlets just as Four Arms went to throw him, only for Four Arms to change into Upgrade. Upgrade quickly merged himself with Eon's gauntlets as he landed. Upgrade caused the gauntlets to short circuit, making Eon shout in pain. Eon threw his arms out, causing Upgrade to unmerge from the gauntlets and land on the ground, pink and purple electricity going all over his body. He then saw Eon approaching, then looked down at the Omnitrix.]
Upgrade: Now would be a good time to change!
[Upgrade poked the Omnitrix, which seemed to successfully transform him into Wildmutt, who roared at Eon. Eon then shot an orb at Wildmutt, who swiftly dodged, though the orb then hit the Hands, causing them to activate again, albeit not as elegant as before. Wildmutt then kicked Eon to the ground. As Eon went to get up, Wildmutt pulled off another piece of the containment unit, and swung it at Eon before he could react. Eon was thrown into the Hands of Armageddon, causing it to explode, and everything went black.]
[The lights came back on as Max flipped a switch, revealing time to be flowing normally again. Wildmutt approached the Hands, everyone confused at both the sight of Wildmutt and the destroyed state of the Hands. The Omnitrix flashed red and Wildmutt became human again.]
Gwen: Ben? What happened?
Ben: Eon happened. He froze time for all of you, and he wanted me to become one of his Ben minions since he wasn't able to merge with me.
Max: Ben minions?
Ben: Yeah, all those minions of his were just Ben's that were almost dead.
Gwen: Is he gone now?
[Ben turned to the destroyed Hands of Armageddon.]
Ben: I think so...
[The scene changed to an eerie place. There were floating rocks, and there was a black and red swirling background. Eon suddenly appeared in a purple flash on one of the rocks, breathing heavily. A voice came frmo the darkness.]
Voice: Well, it seems as if you got your wish. Half of it, anyway.
[The voice let out a cold laugh as Eon looked up.]
Eon: What are you on about, Maltruant?
[From the shadows, the greyscale Chronosapien with red energy emerged.]
Maltruant: You're immortal.
[Eon's eyes widened.]]]
Maltruant: I was watching. You activated the Hands of Armageddon just before Tennyson knocked you into the device. While they were damaged, it wasn't enough to keep you from gaining that power. Though, your younger body was lost due to the girl's meddling.
Eon: Damnit all! I'm stuck in this form then!
Maltruant: On the bright side, Tennyson, you're now free to find another sweet spot universe without worrying about your form deteriorating. After all, if you change form now...
Eon: ...The gift from the Hands will be lost. [turns to face Maltruant] You were watching and you did nothing to help?!
Maltruant: Nothing? Nothing?! I spent how long looking for a sweet spot universe for you, and you call that nothing?! Remember your place!
[Eon scowled at Maltruant.]
Eon: I haven't forgotten my place. In time, I will repay my debt to you in the Time War, but for now... I'll find a new body, along with the Hands to obtain my final goal.
[Eon disappeared in a flash of pink. Maltruant chuckled.]
Maltruant: I'm sure you will, Eon. I'm sure you will.
- Eon and his goons are revealed to be alternate Ben's, and Eon is revealed to have used several alternate Ben's to keep himself alive.
- Maltruant is revealed to have helped Eon discover the "sweet spot" universe where Ben and the Hands of Armageddon are at the same place at the same time.
- Eon gains immortality with the Hands of Armageddon, achieving half of his goal.
- The Race Against Time versions of Ben, Gwen, Max, and the Plumbers make their debut.
- Eon and Maltruant reappear.
- Ben Tennyson
- Gwen Tennyson
- Max Tennyson
- Principal White (with Plumbers)
- Eon (forced transformation; not an actual alien)
- Heatblast (unintentional transformation)
- Diamondhead (unintentional transformation)
- Stinkfly (unintentional transformation)
- Cannonbolt (unintentional transformation)
- Ripjaws (unintentional transformation)
- Grey Matter (unintentional transformation)
- Four Arms (unintentional transformation)
- Upgrade (unintentional transformation)
- The way Grey Matter uses the containment unit for the Hands of Armageddon to rip Eon apart is a nod to the way Ozymandias temporarily rips Dr. Manhattan apart in Watchmen.
- Upgrade being the one to seemingly successfully quick switch to a different alien via touching the Omnitrix is a nod to Upgrade temporarily unlocking the minor Master Control in the Omnitrix by merging with it in the Ben 10 Reboot. The pink and purple energy going over his body, while originating from Eon, is also a slight nod to his color scheme in the Reboot, which is purple.
- This episode goes over an alternate version of the events from Ben 10: Race Against Time, making it the first and only prerequisite episode to not take place in Earth-2018.