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The episode opens with the Rustbucket III flying from Earth. Kevin and Blonko are piloting, while Gwen looks back to see Ben still incapable of properly processing Max's death. Gwen attempts to comfort him and remarks that he's taking it a lot better than what his past self did, saying that she and Kevin had to stop Humungousaur from leving a city in a fit of rage the first time. Ben states that the news of Max is probably the worst he could've gotten, that one of his anchors is now gone while he's in a world that's so similar but so unfamiliar to the one he's used to.

The ship reaches Plumber Headquarters and docks. After entering the main chamber, Ben sits down depressed at the chair Max was so often stationed at, Blonko keeping him company while Gwen and Kevin explain the situation to some of the other Plumbers. An Arachnichimp Plumber listens in and then heads over to Ben. Blonko sees him and becomes alert, identifying the Arachnichimp as Simian. Simian claims to mean no harm, simply claiming to be a Plumber to change his ways, and he wanted to let the two of them know he's here to help in this timeline instead of being a conman like in the original. Ben apathetically shrugs, not particularly caring which side Simian's on, while Blonko has his suspicions. Simian awkwardly gives his sympathies for what to Ben and Blonko is news about Max before going off to do some Plumber duties in the base.

Blonko suggests that sparring "like the old days" would help take Ben's mind off of things, but Ben shrugs this off as well. Blonko insists that dwelling on this is unhealthy, which Ben continues to ignore. Blonko becomes annoyed and attempts to force Ben into sparring with him, pushing him out of the chair and onto the ground before aiming the Proto-Tool at him. Ben angrily transforms into Blitzwulf and howls at Blonko, blasting him into the wall and catching everyone's attention. Blonko gets up and looks at Blitzwulf who demands to be left alone before becoming human again and walking away.

In the prison of the HQ, the elevator opens and reveals Simian having the meals for all the prisoners. He passes food trays to the cells of Fistrick, Zombozo, Trumbipulor, Sunder, Kundo, Dr. Animo, etc. He reaches the cell of Dr. Psychobos and passes him his tray with a wink and a nod before heading back to the elevator and going down. Psychobos takes his tray and digs his smaller claw into the food, finding a small, pink and purple device.

Down in the depths of the base, the elevator opens and Simian crawls out silently. The room is filled with all kinds of monitors and several different Plumbers. Slowly but surely, Simian stealthily takes out each one and takes their access codes, using them to get control over the Headquarters' security systems. He shuts down the low-level force field as well as any radar that could detect oncoming ships. He pulls out his own device like the one he gave Psychobos and presses the pink button in the center, causing it to start blinking. Psychobos' does as well, along with every other prisoner's copy. Each prisoner puts the device to their respective cell door, causing it to open.

One of the people to have one is Rojo, who does not appear to be in a prison cell. She smiles when the device starts blinking then exclaims "it's time." She's revealed to be on a spaceship with Amarillo, Azul, the Sotoraggians, the Vreedle Brothers, Kraab, the Circus Freaks, and Psyphon's R.E.D.s. The ship (which from the outside appears to be made of salvaged parts from Vilgax's Chimeran Hammer) begins closing in on the Headquarters.

Ben is seen in the kitchens, still thinking about Max, particularly reflecting on strange meals he'd try to make Ben try. Someone enters, but Ben pays them no mind until they yell at him. He turns and is snapped out of his trance when he realizes Kolar, Gorvan, and Trumbipulor have entered. He attempts to reason with them to no avail, Gorvan lifting him up by his shirt. Ban activates the Omnitrix and becomes Goop and wraps himself around Gorvan's head. Gorvan flails about attempting to get him off only to fall onto the stove and burn himself. Goop flies off of Gorvan and spins his legs around, rapidly kicking Kolar and Trumbipulor in the face several times before fleeing the room.

Exiting the kitchen, Goop attempts to make a run for it, but is pulled back when a string of webbing grabs the anti-gravity projector. After hitting the ground, Goop looks up to see Simian holding the projector, smugly declaring that he lied about being sorry for Max's death. This angers Goop and causes him to switch over to Wildmutt, angrily roaring at a now horrified Simian.

Back in the main chamber, everyone seemed oblivious to what was happening. That is, until Darkstar bursts through the floor. Kevin and Gwen attempt to attack, but Darkstar immediately starts absorbing their power. The others attempt to fire at him but their weapons are knocked away by Milleous' tongue. Blonko attempts to join the fight, but stops mid-step and falls over, revealed to have been paralyzed by Prisoner 775's stinger. Sweet-Eels Sparklefunk, Tummyhead, Bubble Helmet, and Liam go to the control panels in an attempt to shut down communications. Fistina enters the room and confronts Bubble Helmet and Liam, only for her suit to be shut down and she falls to the ground. Psyphon, who disabled her suit, looks down at her and calls her a traitor as he walks by. Rojo and those travelling with her enter, mentioning the ship is ready. Vulkanus yells that most will be going into the Chimeran Hammer but the rest will take the Plumbers ships so as to more easily scatter.

Simian is shown running by several prisoners and Plumbers as he flees from the angered Wildmutt. He attempts to tackle Simian, but is wrapped up in Thunderpig's chain mace and electrocuted, allowing for Simian to escape. Wildmutt changes into Ball Weevil to escape the chain and rolls a ball before exploding it on Thunderpig. Scoffing, Ball Weevil's confidence dwindles when he feels a shadow looming over him. He turns to see Phil Billings just before he turns into his Terroranchula form, shooting one of his webs onto Ball Weevil, weakening him to the point of passing out and causing him to become human again. The easy defeat causes Phil to question how they were ever defeated by him in the first place.

Not particularly long after, Ben wakes up. He stands and notices debris floating in mid-air. He turns and notices Eon standing away from him. Ben attempts to transform, but the Omnitrix's green energy becomes purple and sparks. Eon approaches, and pleads with Ben to not do anything that will make Eon have to kill him. When asked why, Eon simply says that he is going to need Ben's help at some point in the future. Ben yells that he would never help him, and Eon clarifies that he never said Ben would help him willingly.

Eon disappears and time continues as normal. Ben is suddenly pulled back by some of Gwen's mana, just barely pulled out of the way of a giant piece of rubble landing on the platform. He turns to see Gwen and Kevin, as well as Blonkon who is slowly recovering from paralysis. Ben asks about what happened and they reveal that all the prisoners have escaped. The only one to have not made it out was the one who allowed it to happen: Simian.

When questioned, Simian initially says nothing, but starts talking when Ben threatens to transform. Simian states that this attack was made months in advance. Soon after the events of The Color of Monkey, Simian joined the Plumbers under the guise of trying to change his ways. His job as a Plumber gave him plenty of access to the prison where he was able to discuss plans with the prisoners in secret. The events of The Final Countdown only acted as a minor setback, as by that point, Simian had already smuggled in enough small tech for Psychobos to create a device to take down the doors, which Simian then took and had manufactured in Undertown to enough for every cell, as well as the bounty hunters on Vilgax's old ship (which was "obtained" by Kraab and the Sotoraggians) for them to know when to arrive. Being the con and smuggler he is, it wasn't difficult for Simian to kleptomaniac his way into getting access to the security room.

Gwen sighs and Kevin comments that this jailbreak will probably hinder their galactic roadtrip. Patelliday states otherwise, that the group of them need some down time and for them to take advantage of their trip as best they can, but also mentions that if they happen to run into any of the criminals to not hesitate to defeat them. In the meantime, the team would try to work on getting communications back up to contact other Plumber outposts to warn them about the escaped criminals.

The Rustbucket III takes off from the headquarters, the group reluctant about their odd and awkward start to their roadtrip. Ben activates the Omnitrix and cycles through some holograms just to be sure the thing still works, and reflects on Eon's words about eventually helping him against his will.

Major Events[]

  • Several villains make their first reappearance and all the villains make their escape, with the exception of Simian.
  • Blitzwulf, Goop, and Ball Weevil reappear.


  • Ben Tennyson
  • Rook Blonko
  • Gwen Tennyson
  • Kevin Levin


  • Magister Patelliday
  • Blukic
  • Driba
  • Molly Gunther (first reappearance)
  • Bryk (first reappearance)
  • Morty (first reappearance)
  • Jerry
  • Bromeba
  • Leadfoot
  • Fistina


  • Simian (first reappearance)
  • Dr. Psychobos
  • Dr. Animo (first reappearance)
  • Khyber
  • Sunder (first reappearance)
  • Psyphon
  • Liam
  • Bubble Helmet
  • Fistrick (first reappearance)
  • Zombozo (first reappearance)
  • Trumbipulor (first reappearance)
  • Gorvan (first reappearance)
  • Kolar (first reappearance)
  • Darkstar (first reappearance)
  • Phil Billings (first reappearance)
  • Sweet-Eels Sparklefunk (first reappearance)
  • Vulkanus (first reappearance)
  • Kundo (first reappearance)
  • Tummyhead (first reappearance)
  • Thunderpig (first reappearance)
  • Prisoner 775 (first reappearance)
  • Milleous (first reappearance)
  • Rojo (first reappearance)
  • Amarillo (first reappearance)
  • Azul (first reappearance)
  • R.E.D.s (first reappearance)
  • SixSix (first reappearance)
  • SevenSeven (first reappearance)
  • EightEight (first reappearance)
  • Kraab (first reappearance)
  • Octagon Vreedle (first reappearance)
  • Rhomboid Vreedle (first reappearance)
  • Acid Breath (first reappearance)
  • Thumbskull (first reappearance)
  • Frightwig (first reappearance)
  • Eon

Aliens Used[]

  • Blitzwulf (first reappearance)
  • Goop (first reappearance)
  • Wildmutt
  • Ball Weevil (first reappearance)


  • The title is a reference to the Ben 10: Omniverse episode Outbreak, in which several villains attempted to escape the Plumber's headquarters, similar to here.
    • This is the second episode of Time's End to have Outbreak be the inspiration in some capacity, after The New Outbreaks.
  • Goop does an attack where he jumps up and uses his legs like hands slapping Trumbipulor and Kolar. This is a reference to one of his attacks in Ben 10: Vilgax Attacks.


  • The plot for this episode was at one point going to be the plot of the first episode back when the project was still going to be a collaboration with Ethan under the name Ben 10: Interstellar. After creative differences arose and Time's End split off, this plot was kept for the second (originally third) episode to explain all the returning villains across the cosmos during the series.
  • At one point, Decagon Vreedle was considered for this episode, but it felt awkward shoving him in, so he was scrapped.
  • Rath was originally going to appear, but was replaced by Wildmutt to keep Rath from having the most amount of appearances already.