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Benwolf Super Alien Hero Buddy Adventures
Game Over

Prologue

Speaker Dialogue
On a stormy day, the RV sits parked outside a gas station, as strange-colored lightning strikes in the distance. Inside, Gwen is bored, looking out of the window as rain hits it. Max sleeps on the bottom fold-out bunk bed at the back, while Ben plays on a portable game console with his headphones on.
Gwen (sighing) I'm so bored! Even your stupid video game sounds good. (turning to Ben) Let me play.
Ben Sorry. I already have a partner. (continuing to mash the controller) Run! And Ishiyama, slam! He's the coolest! Kick! Sumo Slammer! Jump! (imitating Ishiyama) Up! So why would I want to play with you?
Gwen To prove you're not afraid of getting your Sumo butt kicked by a girl.
Ben pauses the game and looks at Gwen before handing her a controller.
Ben and Gwen play the video game, a high score with "GWEN" flashing beneath it, taking over the screen.
Gwen Oh, yeah! High score for the Gwen warrior.
Ben (scoffing) Huh. Beginner's luck. Now, watch a real Sumo Slammer Samurai!
Gwen (watching Ben's character get tricked by a crate turning into an enemy) ...Get his butt kicked by Kenko, the shape-shifter? Careful. You only have two lives left.
Ben snatches Gwen's controller and walks her character into a void.
Gwen Ben, no fair!
Ben (loudly imitating Gwen in a dorky voice) "Careful. You only have one life left!"
Max (shouting over to the two of them) Guys, please! I'm trying to grab some shuteye.
Gwen Sorry, Grandpa.
Ben then transforms into Upgrade and merges with the computer, reducing Gwen's score to 0.
Gwen Ben Tennyson, you are such a cheater! You're gonna get yours one of these days.
Max covers his ears as Gwen yells, and as Gwen shakes the laptop, lightning hits the Rustbucket's satellite dish, travels through the electrical outlet, and suddenly Gwen and Upgrade are gone.
Max (turning over) Oh, finally. A little peace and quiet.
Theme Plays

Act 1

Speaker Dialogue
Inside the setting of the video game, a small Asian style village with a red sky, Upgrade stands, before turning to see Gwen materialize, now costumed in a Samurai-style outfit.
Upgrade Whoa. What happened?
Gwen That big lightning flash must have zapped Upgrade, and we wound up in the video game!
Upgrade We're inside "Sumo Slammer Smackdown"? Cool!
Upgrade happily falls over backwards in joy.
Gwen (gasping at a ship blocking out the light from the sky) Not for long.
The ship pauses midair and starts firing round-sized metal robots down at the village below. After they land, they sprout legs and start heading towards Upgrade and Gwen.
Upgrade Robo Sumos? That is so level one!
One robot, with a more Samurai-designed helmet, pops out flags from its side and charges Upgrade, who quickly takes over, and merges with the robot, continuing charging through other drones, and destroying the environment, like the town's water tower. Gwen turns to see another robot approach her, but Upgrade quickly jumps on it, frying it. Gwen herself fights the robots using her acrobatics, flipping over, kicking them, and punching through one.
Upgrade (defeating another without effort) This isn't a challenge. It's a slaughter-fest.
Gwen Oh, yeah. Real tough when you can control the whole game world as Upgrade.
Upgrade Jealous?
One robot charges at Upgrade from the side, but he just stretches his hand into it, and turns it into a weapon.
Upgrade Sayonara, suckers.
Upgrade uses the robot as a laser and wipes out the remaining wave, each of the prone defeated robots getting transferred into 500 points each as they dematerialize.
Upgrade Oh, yeah! You've been Sumo Slammed. Ben's the best. Forget the rest.
Gwen Okay, since you control everything, how about getting us out of here before you--
As Gwen speaks, the Omnitrix times out, and Upgrade reverts to Ben, in his own Samurai garb.
Ben Uh-oh.
Gwen You are such a dweeb. Now what are we gonna do?
Ben We just hang out until the watch lets me go Upgrade again. No problem. (twisting the dial on his newly redesigned Omnitrix to no avail) Okay, maybe a little problem.
Gwen What happened to all the hero icons? (smacks her head in frustration) That's great. How long are we gonna last in here without Up--
Ben Don't blow a brain gasket. I've played this game like a million times. Nothing could surprise me.
A giant, rectangular, robotic device lands on Ben, squashing him and sending coins flying outwards.
Gwen (grunting as she's sent backward, hitting the floor) Ben!
Ben (rematerializing as the coins disappear) Ohh. I definitely don't want to do that again.
Gwen notices one of the three dots on their armor's chest piece, one of the two lit up ones, goes dark.
Gwen We're each down to our last life. Something tells me next time we get blasted apart, it'll be for keeps.
The giant robot that crushed Ben climbs out of the ground and starts throwing punches at Ben and Gwen. As they run, they find more of the regular robots surrounding them. They fight them off, one knocking Ben over and Gwen taking out the others.
Ben Oh, man. There are too many. We need to find an--
Ben sees a trunk at the top of a tower and climbs to it. He hits the trunk, and it splits into two floating icons.
Ben (gasping) ...Akeni trunk. Dibs on the Samurai Sumo Sword!
Ben hops down and starts swiping the robots in droves. Up at the tower, Gwen grabs the second icon, pictured as a book, and gets a piece of paper, which she looks at inquisitively. Ben stands off against the remaining giant robot, and as it raises its hands, they're cut off to Ben's surprise, as the flying oversized bladed star returns to Gwen's hands like a boomerang. She leaps to the ground, throwing it back at the disarmed robot as she does, slicing it in two, collecting 100,000 "Boss Bonus" points as she does.
Ben Whoa. How did you learn how to do that?
Gwen (in a patronizing tone) I read the instructions.
Ben This game came with instructions?
Gwen gasps as she discovers a circular platform.
Gwen The dojo! We can use it to get to the next level.
Ben ...I knew that.
They ride the levitating platform, as the remaining robots drop into the void left by it below. They arrive at a giant floating building some distance ahead of them.
Gwen Okay, Mr. Sumo Slammer Samurai, what's the plan?
As they talk, they're attacked by different robots, these levitating and shooting blasts out of their furnace-like chests, causing Gwen and Ben to hop to other platforms to escape.
Ben Keep moving and stay alive. Duh.
They hop from one moving platform to another, dodging blasts. Ben sees another trunk and jumps down to it, slashing it with his sword, revealing a familiar icon.
Ben Hey, that looks like Four Arms. I wonder if--
Ben jumps to grab it and drops back down, checking his Omnitrix and twisting the dial to transform into Four Arms.
Four Arms (sporting a new Samurai design) Oh, yeah! That's what I'm talking about. Four Arms of fun.
A heroic Sumo character drops onto the same platform, with three dots on each elbow signifying his lives.
Four Arms Ishiyama!
Ishiyama How do you know my name, strange creature?
Four Arms I'm your biggest fan. I know all your stats! You weigh 527 pounds! You have a seven strength rating, nine intelligence, eight agility!
Ishiyama Enough! Are you or are you not a shapeshifter?
Four Arms Sure. I--I guess you could say that.
Ishiyama Then you can only be my arch-enemy Kenko... Sumo Slam!
Ishiyama then knocks Four Arms off of the platform with a stomp, breaking the floor he's on.
Four Arms No! Wait.

Act 2

Speaker Dialogue
As Four Arms falls, another floating platform arrives under him, catching him.
Four Arms Wait! I don't want to fight you.
Ishiyama lands on the platform Four Arms is on with enough force to fling one end like a seesaw and send Four Arms flailing while being thrown.
Ishiyama You cannot trick me, Kenko! I will not rest until you are defeated, as is my sworn task.
Four Arms (grabbing onto a flying to pivot his momentum back to a platform) But I'm not Kenko! I'm Ben. I'm a good guy.
Ishiyama Forgive me if I don't believe you.
Ishiyama sends an earthquake-like force through the ground towards Four Arms, who meets it with a shockwave created by a four-handed clap.
Four Arms It's true! I own every Sumo Slammer's comic book. Doubles of every trading card! I even eat your cruddy cereal!
Ishiyama I shall not be confused by your double-talk.
Ishiyama leaps up and smashes a platform, causing the rocks beneath to fall on Four Arms. Gwen sees the battle and fights her way into it.
Gwen Four Arms?
As Gwen takes out a half dozen robots, Ishiyama watches.
Ishiyama Who is this magnificent warrior?
Four Arms That's no magnificent warrior! That's just my goofy cousin.
Gwen Back off. He's with me.
Four Arms I can take care of myself!
Ishiyama So, you are indeed related to this creature.
Gwen Please don't remind me. I'm Gwen.
Ishiyama I am Ishiyama. You fight like a champion, warrior Gwen.
Four Arms That's nothing. I'll show you a real champion.
Four Arms leaps on one floating robot to barge into the others.
Four Arms Yee-haw! Ride 'em, cowboy!
Ben (timing out into Ben) Probably should have seen that one coming. (Now barely holding on.) Whoa!
Gwen (jumping off the platform after him) Ben, hang on!
Gwen leaps across robots, and Ishiyama follows.
Ben I got to read those instructions.
The three fall to a platform below, Ishiyama glowing yellow as he lands.
Ishiyama Your skills are impressive.
Ben Thanks. Coming from you, that's quite a--
Ishiyama Not you, jester! Warrior Gwen.
Ben Aw, man!
Gwen Thanks! So what are you waiting for, doofus? Go Upgrade and zap us out of here.
Ben (checking the dial) I can't. Only the Four Arms icon was inside that Akeni trunk. Upgrade could be hidden anywhere on any of the other levels!
Gwen pulls out the manual, looks at a map, with an X marking the spot.
Gwen Not anywhere. Looks like it's on level thirteen, in the arena.
Ben Level thirteen? We'll never make it all that way! Unless... (looking to Ishiyama) You know any cheat codes that could get us there quicker?
Ishiyama A Sumo never cheats! However, I do know a shortcut. But the journey will be treacherous.
Gwen Guess we don't have any choice, thank you very much.
The three walk down a hallway.
Ishiyama From what land do you hail, Warrior Gwen?
Gwen It's kind of hard to explain.
Gwen realizes that Ishiyama doesn't know he's in a game, and Ben sees a trunk.
Ben (noticing a room full of vases) Whoa. I've never seen this part of the game before.
Kenko (growling from the shadows)
Ben steps on a floor panel and activates a trap; the door ahead rapidly closing. Ishiyama activates his glowing aura and runs to it, holding it open for Ben and Gwen to get through. He pushes himself through, glowing again.
Ishiyama Game? This is no game. The fate of the entire Sumo world hangs in the balance!
Ben I know, I know... I read the back of the box.
Ishiyama The back of the box?
Gwen (pulling Ben aside) Don't you get it, Ben? Ishiyama doesn't know he's a program in a game. This is all real to him.
Ben (looking above Gwen) An Akeni trunk!
Ben hops up and punches the trunk, but the icon falls to Gwen, who takes the token, getting a bow.
Gwen Thanks for the Sumo bow!
One of the wall's tiles folds inwards, revealing a hidden room, which Ben approaches.
Ben Who needs it? I just hit the Omnitrix jackpot!
Ben discovers many Omnitrix tokens and runs towards them.
Ishiyama Careful. One may be a trap.
Ben lunges for one, only for it to turn into a red laser as he touches it. It flies over his shoulder and disintegrates Ishiyama. He rematerializes soon after.
Ben It was her fault.
Gwen Oh! As if!
Ishiyama It matters not. My life is nothing in the quest to stop Kenko.
They arrive at a room with a statue at the far end.
Ishiyama The chamber of the Kappa will grant access to the level of your choosing, but only if you solve their riddle.
Statue The key names your weapon, but only by sight. When uttered as vow; a gesture polite.
Gwen What do you suppose it means?
Ben Beats me. (hearing a ping sound) But I know what that means. I bet old Cannonbolt will impress Ishiyama.
Ben walks over to a floating hero icon with Cannonbolt's silhouette. As he does, a giant blue serpent, Kenko, emerges and wraps himself around both Ishiyama and Gwen.
Ben Let him go, Kenko!
Kenko Tell me about this Upgrade icon, boy! Or your friends will pay with their lives.
Ishiyama Tell him nothing.
Gwen He's right, Ben. We can't let Kenko loose in the real world.
Kenko "The real world"? Yet another domain I will rule with an iron fist.
Ben No way. But I'm gonna show you some real Sumo Slamming!
Ben dashes over to the icon and transforms into Cannonbolt, now with a top-knot and sash.
Cannonbolt ...Cannonbolt-style!
Cannonbolt shoots towards Kenko, but is evaded, instead smashing into the floor.
Cannonbolt Okay. Maybe that's a little too slamming.
Kenko I will leave you to my henchmen while I find the Upgrade icon.
Kenko leaves and his henchmen arrive, phasing through the walls and ceiling and surrounding the heroes.
Ishiyama Warrior Gwen, your Sumo bow!
Gwen and Ishiyama shoot and stomp the henchmen, gaining points. A larger henchman faces off against Ishiyama in a clash.
Max (walking up to the laptop in the RV) Ben? Gwen? How many times have I told you guys to shut this thing off when you're done playing with it?
The three are mid-fight and mid-air when everything around them freezes.
Gwen I can't move. What's happening?
Cannonbolt Grandpa must be messing with the controls. If he turns it off now, he'll delete us along with the game.
Max is about to turn off the game.
Cannonbolt Grandpa!
Gwen No!
Cannonbolt Don't shut us off!

Act 3

Speaker Dialogue
Cannonbolt Grandpa!
Gwen No!
Cannonbolt & Gwen Don't shut us off!
Max (hearing the pleading from the headphones) Ben, Gwen, is that you? (putting on the headphones) Oh, please tell me I'm on one of those hidden camera shows.
Cannonbolt finishes explaining their situation.
Cannonbolt ...So now we need to get the Upgrade icon on level thirteen so we can get out of this game!
Max There must be some way I can help you guys. Oh, maybe if I push this.
Cannonbolt & Gwen (frantically) No!
Gwen We mean, just hit resume and don't touch anything else, and leave the rest to the game pros... and Ben.
Cannonbolt ...Oh, hilarious.
Max Okay. Here she goes.
Max resumes the game, Cannonbolt and Gwen returning to normal speed, as in the real world Max starts to read the manual.
Max Ah, "Sumo Slammer Smackdown"?
The three continue the fight, Cannonbolt and Gwen defeating the waves of hench-people, while Ishiyama kicks his opponent through the floor into a void. He finds himself losing another life as Cannonbolt knocks into him from behind by accident, causing him to fall again. Ishiyama rematerializes and looks disappointingly at Ben.
Cannonbolt Heh. My bad.
Gwen Nice going, round boy. Now he's down to his last life!
Ishiyama We must still answer the Kappa's riddle if we are to continue our quest.
Gwen "The key names your weapon, but only by sight. When uttered as vow, a gesture polite"... "Names my weapon"? (looking to her bow) Huh! That's it. My weapon is a bow, but when uttered as "vow," it becomes bow.
Gwen bows, solving the riddle. The statue tilts forward, mimicking Gwen. Water being held in the statue's head pours down on Gwen, turning her body type into that of a Sumo wrestler.
Cannonbolt (breaking out laughing) Ha ha ha! Whoa! Looks like you've been putting on the old Sumo feedbag!
Gwen Says the original fathead.
Gwen stomps, sending out a line of energy that breaks the statue in half, revealing the dojo.
Gwen The dojo!
The heroes clamber onto the dojo platform as it rises.
Cannonbolt Oh, sure. When I bust something, it's all silent stares, but when she busts something, she's a hero.
Gwen reverts to normal as the three arrive at Level 13, into the center of an arena.
Ishiyama The arena of Sumo warriors
Kenko (revealing himself as a golden statue and striding towards them) And the sight of your final defeat, Ishiyama.
Cannonbolt Bring it on, Kenko.
Cannonbolt rushes towards him but reverts to Ben, flying into Kenko and bouncing off back down the arena stairs.
Ben Uh! You know, for a watch, you have a lousy sense of timing.
Ben dodges a stomp from Kenko and leaps back into the arena, where Ishiyama and Gwen run to his side as he readies his sword for a fight.
Gwen Ben! We'll handle Kenko. Just find that Upgrade icon.
Ben No way. I want to prove to Ishiyama that I'm a hero too.
Gwen You will. But you have to start thinking like a hero again instead of trying to impress a computer program.
Ben nods in agreement as he runs off, Gwen hops on Ishiyama's shoulders, firing her bow at Kenko as Ishiyama leaps at him. Kenko spins through the air like a missile and throws Gwen and Ishiyama aside, shape-shifting back to his regular form as he lands.
On the other side of the arena, Ben hits box after box with his sword, each one potentially revealing a secret, but Ben does not have any luck.
Ben No, no, no, no!
Ishiyama pushes some rubble covering him and Gwen aside as they look around for Kenko.
Gwen Where'd he go?
Kenko flies down in bird form, and grabs Ishiyama with his claws, swooping him into a statue below. Gwen tries firing more arrows, but her bow gets snapped in half by Kenko. She fashions her origami-bladed star, and throws it at Kenko, cutting his tail feathers and causing him to screech. Before the star boomerangs back to Gwen though, Kenko burns it with his dragon form's fire breath. He stalks over to Gwen before getting kicked in the side by Ishiyama, sending him crashing into the arena's side. Kenko knocks Ishiyama down onto the arena platform and grabs him and Gwen as they try to get to their feet.
Kenko I would have expected more of a challenge from the great Ishiyama.
Ishiyama The battle is not over so long as one of us still stands.
Ben continues smashing boxes.
Ben No, no! (doubling back) Wait! (seeing the Upgrade icon and lifting his sword to smash it) Yes!
Kenko appears behind Ben and swipes him aside before he can transform. Kenko shape-shifts back to his base form.
Kenko Your power is mine, boy.
Ben throws his sword at Kenko, pinning him by the top-knot against the arena wall. He dashes over and grabs the Upgrade icon, re-acquiring him in the Omnitrix.
Ben (seeing the silhouette appear) Yes!
Before Ben transforms, Kenko is about to stab him, but Ishiyama attacks Kenko, crashing him through a wall. As he smiles at Ben, he is stabbed from behind and loses his last life.
Ben Ishiyama!
Gwen No!
Kenko Your Sumo Slammer hero isn't here to protect you anymore.
Ben transforms into Upgrade.
Upgrade I can take care of myself and you all alone. (furrowing his circular eye) Now we play by my rules, Kenko.
Upgrade battles Kenko, smashing into him, dodging his blasts as he morphs, and knocking him down with constructed flail-esque weapons from his arms. The arena is filled with smoke from the fight.
Upgrade Come out, come out wherever you are.
Gwen (calling to Ben) Quit fooling around and get us out of here before you time out again.
Upgrade (popping up behind Gwen) I'm right here, doofus. Ha ha!
Ishiyama then appears and approaches Ben and Gwen.
Ishiyama You wouldn't leave without saying good-bye, would you?
Upgrade Ishiyama?
Gwen But I thought you were--
Ishiyama Ha ha ha. It will take more than Kenko to finish off my last life. ...I just wanted to say I was wrong. You are the superior warrior. (addressing Ben) I only wish I could visit your world and fight alongside such a noble hero.
Upgrade Whoa. Really? Well, maybe I can--
Max, as a Sumo character, appears behind Ishiyama.
Max Sorry, "Ishy", but your travel plans just got canceled.
Max kicks Ishiyama down the arena to Upgrade's shock.
Upgrade Grandpa, what are you doing? He's a good guy.
Max Oh, no, he isn't.
Max hops up a floating tower, and opens a hidden compartment revealing a chest, getting a power-up cup of salt, and pouring it on Ishiyama, revealing that he's actually Kenko.
Gwen Kenko!
Upgrade You were trying to fool me into taking you back to the real world?
Gwen Let's get out of here before he succeeds!
Upgrade A true Sumo Slammer never retreats. I'm going to defeat him honorably.
Upgrade, like a liquid, slithers over to Kenko, who turns to shadows and envelopes Gwen, grabbing her as he shape-shifts back.
Kenko Fortunately, I am not bound by such honor.
The platform in the center begins descending with Kenko and Gwen, as Upgrade hops down after them.
Kenko Destroy me, and she suffers the same fate.
Upgrade I don't think so. This game's over.
Upgrade's head shoots out at Kenko, who punches back only for his fist to be merged with, Upgrade slithering inside him and destroying his armor in a blast, revealing a tiny gnome-like creature. The now revealed Kenko tries to kick Upgrade, but his remaining boot flies off and lands back on his head, knocking him out. The platform begins rising again.
Upgrade Come on! Say it.
Gwen Ugh. Fine. You're the better Sumo Slammer Samurai. Happy?
Upgrade Who cares what you think, geek? I want to hear it from him!
Upgrade spawns a bright green light, which turns into a "1 Up" bringing Ishiyama back to life.
Upgrade So, now who do you think is the best Sumo warrior?
Ishiyama (pointing to Max) Him.
Upgrade Grandpa?
Ishiyama Only a true Sumo Slammer would know to use the cleansing power of Sumo salt to reveal Kenko's deception!
Max Ah. It was easy, I just read the instructions.
Upgrade & Gwen ..."Read the instructions"?
Upgrade (hearing the Omnitrix beep) No time for good-byes.
Upgrade envelops Gwen and disappears from the game world.
Upgrade shoots himself through the game console's monitor, bringing himself and Gwen back before reverting to Ben.
Gwen Could you cut it a little closer next time?
Ben rotates the Omnitrix dial and sees that his aliens, like Upgrade, Grey Matter, and Four Arms, are all back in the Omnitrix.
Ben Hopefully there won't be a next time.
Max Well, it looks like it's finally stopped raining. Look, how about you kids go out and get some fresh air?
Ben I think I could use a little real world right about now.
The kids laugh as they run out.
Max Heh heh. I thought they'd never leave.
Max continues to play the video game.
Credits Play
Ben 10 Episode Transcripts
Season 1 And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedLast LaughKevin 11Tourist TrapThe AllianceLucky GirlA Small ProblemSide EffectsSecrets
Season 2 TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersGhostfreaked OutUltimate WeaponCamp FearTough LuckThey Lurk BelowDr. Animo and the Mutant RayBack With a Vengeance
Season 3 Midnight MadnessBen 10,000A Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsMonster WeatherThe UnnaturalsThe VisitorThe ReturnBe Afraid of the Dark
Season 4 Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. Negative 10: Part 1Ben 10 vs. Negative 10: Part 2Goodbye and Good Riddance
Movies Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens