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The visitor
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The Unnaturals The Return
The Visitor

Prologue

Speaker Dialogue
In an arctic area, two teenage boys are riding snowmobiles, and one of them crashes on an ice rock. Suddenly, the ground rumbles below Teenager #1, and the ice ground rises down. Teenager #2 laughs at him, then he jumps into the small ice hole, Teenager #1 scruffs away some snow, and he accidentally finds a strange pod. When it opens, a repitilian alien comes out, making the two teenagers run away.
Reptilian Alien The Omnitrix.
Theme Plays

Act 1

Speaker Dialogue
At a park, Gwen is playing with a kite, Wildmutt then turns up and he takes away the kite.
Gwen Ben! I'm telling grandpa! - (pulls out her spellbook; casting) Amorous Infecta!
Gwen then casts a spell that makes all the nearby dogs adore Wildmutt - all the dogs run up to Wildmutt, making him run away.
Gwen I just love it when things work out.
Wildmutt then climbs up a tree to escape the three dogs.
Gwen Hey, you're the one who wants more attention.
The branch Wildmutt is gripping on then falls, as he reverts into Ben.
Ben Phew! Never thought I'd be so glad to be me again. (to dogs) Sorry, fidos, game's over.
However, Ben reverting from Wildmutt still hasn't made the three dogs stop adoring Ben.
Ben Oh man!
One of the dogs licks Ben's face.
A few minutes later, Ben is walking through the park all covered in dog slobber, and walks up to Gwen and Max.
Gwen (chuckles) Hey grandpa, check this out!
Max seems to be staring at something or someone.
Ben (wiping the dog slobber off of him) Really shouldn't fool around with your powers like that, Gwen. Honestly, I thought you were more mature than that.
Gwen Grandpa seems really bummed.
Ben Really? Hey grandpa, what's wrong.
Max Oh, nothing, nothing. I'm fine, I just need a little time to myself, that's all.
Gwen (grabs Ben's arm) No problem, we'll be at the playground. (pulls Ben while walking away)
Ben Hey! That hurts!
Ben and Gwen are then sitting on the floor outside of the playground.
Ben (offscreen) What's wrong with you? (onscreen) Y'know, other than the obvious.
Gwen My mom told me that grandpa and grandma met in St. Louis.
Ben Yeah, so?
Gwen So, being here reminds him of grandma, (offscreen) I think he's feeling lonely.
Ben (scoffs) Shows how much you know. How can grandpa be lonely when we're around him all the time?
Gwen Even you can't be that clueless.
Suddenly, kids at the playground then scream, and run away from something, Ben and Gwen go to investigate, then the reptilian alien turns up. As soon as the reptilian alien sees Ben, she uses her telekinesis to lift Ben.
Reptilian Alien The Omnitrix, where did you get it? Answer me!
Ben Yeah, that's a long story, (activates the Omnitrix) but the short answer is...
Ben then slams the Omnitrix and transforms into Heatblast.
Heatblast Doesn't matter, 'cause you ain't getting it!
Heatblast blasts fire at the alien, but then she has disappeared.
Heatblast (offscreen) Where'd she go?
Heatblast spots the alien again, in which the reptilian alien uses her telekinesis to lift up every ride in the playground and she throws them at Heatblast, who burns them. The reptilian alien then opens a fire hydrant with her telekinesis, making water burst out, then she telekinetically guides the water and blasts it onto Heatblast, extinguishing him.
Gwen Okay, Mr. Hero, rest time's over. Go fry the bad guy!
Heatblast I'm soaked, I can't even get a spark!
Max then intervenes by blasting the alien with a blaster, and is wearing a Plumber suit.
Max That was your only warning shot, now turn around, slowly.
Reptilian Alien That voice... Max?
Max Xylene? Is that you?
Heatblast Uhh... did I miss something?
Xylene Are these children with you?
Max nods his head.
In the arctic biome, the two teenagers and another of their friend are riding on their snowmobiles again. They park their snowmobiles at the same hole as last time, and they go and investigate.
Teenager #3 Huh? I don't see any big lizard, all I see is a bunch of junk!
Suddenly, a Mechadroid emerges from the snow, and as soon as they see it, they run away. The Mechadroid then takes parts of a snowmobile.
In a forest, the Tennysons and Xylene are sitting on a fence outside the Rustbucket having Max's usual grub worms mash.
Ben (to Gwen) She's been here for three hours and she hasn't said anything to us, you think we were invisible or something.
Gwen Don't take it so personal, they're just catching up. (to Max and Verdona) So, how'd you two meet?
Max Xylene and I go way back, to my first days in the Plumbers, we worked a lot together in those early years.
Xylene You even made me an honorary Plumbette.
Xylene then chews up some of Max's grub worm mash with her elastic tongue.
Xylene Mmm, delicious.
Ben and Gwen stare in disgust.
Max Well it's nice to have somebody around here who appreciates my cooking.
Ben (to Gwen) Why shouldn't the lizard lady like grandpa's dinner? It was crawling on the ground an hour ago.
Max So, Xylene, what brings you back to Earth after all these years?
Xylene (points at the Omnitrix) That!
Ben (getting defensive) I knew it! She's just like all the rest, she's only interested in the Omnitrix!
Max Now just calm down, Ben. Xylene, tell 'em that's not true.
Xylene But why wouldn't I be interested in the Omnitrix? I'm the one who sent it to Earth. - I was transporting the Omnitrix, when I was attacked by our old friend...
Flashback then commences, the flashback scene is at the first scene of the first episode, revealing Xylene to have been driving and owns the ship which is fleeing from the Chimeran Hammer and the Mechadroids. In Xylene's Ship, two Mechadroids enter and she destroys them.
Xylene (VO) Realizing I could no longer protect the Omnitrix from Vilgax, I placed it in a special pod.
As it occured in the first episode, Xylene's ship gets shot down by the Chimeran Hammer, making the Omnitrix Containment Pod crash land on Earth.
Xylene (VO) I jettisoned it to the planet below for safekeeping. When I crashed, my body fell into a hibernative state, until...
Voiceover ends.
Max Well, the good news is that Vilgax is no longer a problem, thanks to Ben here, he's cooling his claws in the Null Void.
Xylene Yes, well I'm sure you're just being modest about you role and all that.
Ben So, since Vilgax is taken care of, guess you don't need to stick around here anymore!
Max Benjamin, that's hardly polite!
Xylene pulls out a small tracker, and a yellow beam briefly emerges from it.
Xylene My transportation will be on it's way shortly.
Max In the meantime, you'll be our guest, we'll use the time to catch up. (walking away with Xylene) So, you guys don't mind cleaning up, do you?
Ben I don't like her.
Gwen Really? I never would've guessed.
Ben Remember what happened with Max's old partner, Phil? I'd better do an undercover investigation, hero style! (walks away)
Gwen These dishes aren't gonna wash themselves, y'know! Or will they? (pulls out her spellbook)
The scene switches with Max and Xylene, walking through the woods.
Xylene The youngsters, I never though you'd turn out to be the domestic type, don't you miss your Plumber days.
Max Well, we still get our fair share of excitement around here, 'specially when you dropped that little prseent of yours in our laps.
Xylene You haven't aged at all since I last saw you.
Unbeknownst to Max and Xylene, Wildvine is merged with a tree, his head pops out, revealing him to be eavesdropping on Max and Xylene's conversation.
Wildvine Eugh! If this keeps up, I'm gonna hurl sap!
Xylene Do you remember that night?
Max How could I forget?
Another flashback commences, showing teenager Max, and Xylene (in Plumber Suits) together, outside of a ship.
Xylene (flashback) Wind was as swirling that there's a new DNA weapon out there. Sure you won't change your mind and come with me?
Young Max Tempting, but until I bring Vilgax down, I have a job to do here. But we'll always have Roswell.
Xylene kisses Max in the flashback, and she enters her ship and flies off.
In the present...
Xylene With Vilgax out of the picture, there's nothing keeping you here any longer, I could use your help out there.
Max Not another tempting offer.
Wildvine No way!
Back outside the Rustbucket, Ben walks up to Gwen, while she is sweeping up dirt with a dustpan and brush.
Gwen Don't ask. So what's up with Grandpa and Xylene?
Ben Should've kicked her butt back to outer space when I had the chance.
Gwen Grandpa seems to like her, maybe we should give her a chance.
Unbeknowst to Ben and Gwen, a Mechadroid is scanning the former, on the search for the Omnitrix.
Ben And, the next thing we know, she'll want us to call her grandma lizard. Forget about it!
Then, a large Mechadroid walks up to Ben and Gwen.

Act 2

Speaker Dialogue
Ben and Gwen run away from the Mechadroid as it tries to hit them with it's robotic tentacles. Then, the giant Mechadroid fires missiles at them.
Gwen Isn't that one of Vilgax's robot buddies?
Ben and Gwen then get blasted away by the missiles.
Ben (coughs) It must be after the Omnitrix.
Ben then runs up to the giant Mechadroid.
Ben You want this?
The Mechadroid fires missiles at Ben, as he transforms into Four Arms and crushes the missiles.
Four Arms You gotta take it from me!
Max and Xylene then join the scene.
Max What in the world?!
Xylene then attempts to intervene as she flies over to the action.
Four Arms I can handle this! I don't need your help.
The giant robot then throws Four Arms away, then the giant Mechadroid gets blasted by Max's blaster.
Gwen (casting) Emocha Objectia!
Gwen then fires a magic blast on the robot, Four Arms then grabs it's hand. Xylene then telekinetically slams the Mechadroid on the Rustbucket (also slamming Four Arms in the process), the giant Mechadroid then uses it's robotic tentacles to grab parts of the Rustbucket.
Gwen It's taking over the Rustbucket!
The giant robot then merges with the Rustbucket's parts. Gwen, Max and Xylene run away from the Mechadroid as it chases them. Fortunately, Four Arms intervenes by pulling it's robotic tentacles. Then, the robot unleashes an energy cannon for Four Arms.
Four Arms Ah, uh-oh!
The giant robot then blasts Four Arms. Gwen, Max and Xylene hide behind a rock, then the giant robot starts trying to hit Max by firing energy cannon shots at him.
Max Xylene.
Xylene telekinetically takes out one of it's part, presumably it's weak spot, then Max shoots the part and causes an explosive bang.
Xylene We make a good team.
Max Always did.
Four Arms then rips the robot apart.
Four Arms Sorry about the Rustbucket, grandpa. Guess I... got a little carried away. (gives one of the Rustbucket parts to Max)
Max Yeah, maybe just a little.
Four Arms gives Xylene a brief hard stare.
Max is then fixing up the Rustbucket with Gwen, Xylene and Diamondhead.
Max Guess that Mechadroid is the same one that fleed to Earth with you.
Gwen And it seems to be doing the merge-y think like the other one.
Xylene Apparently, they developed the ability to amalgamate chemical devices, in order to fulfil their programming. Namely retrieved the Omnitrix. (walks up to Diamondhead) You are sure the Mechadroid was destroyed, aren't you?
Diamondhead Yes, I'm sure the Mechadroid was destroyed. Give me a break.
Elsewhere, a man enters his home, then the same Mechadroid as before grabs some parts of his vehicle.
Back at the Rustbucket, Diamondhead is trying to assemble two destroyed parts of the Rustbucket.
Xylene If you want to be truly helpful, a Galvanic Mechamorph would've been more appropriate.
Diamondhead is confused.
Max She means Upgrade.
Diamondhead Yeah, well you're not the boss of me!
Max Come on now, Ben. Xylene probably does know a thing or two about the Omnitrix, maybe you should listen to her.
Diamondhead You're taking her side?
Xylene You're being irrational.
Diamondhead Then if I'm such a mess-up, why'd you send the watch to me in the first place?
Xylene I didn't send you the Omnitrix, you found the Omnitrix before it reached (turns to Max) it's intended recipient.
Diamondhead What?!
Xylene The pod containing it beared slightly off-course.
Diamondhead (Omnitrix about to time out) I got the watch by mistake?! (reverts into Ben)
Xylene (unintentionally insulting Ben) Of course, you didn't believe I would send the most powerful device in the universe to a child, did you? I was sending it to Max.
Gwen Guess it would make more sense, Grandpa being a Plumber and all.
Ben (hurt and disappointed) Oh well, great. Just take it back, and you two can cruise around the universe.
Ben runs off in distress after Xylene reveals the Omnitrix's true recipient.
Ben See if I care!
Max Ben! Gwen.
Gwen then goes after Ben.
Xylene Did I say something wrong?
Gwen then finds Ben in the woods, sitting in distress.
Ben Leave me alone.
Gwen So the watch wasn't meant for you, so what? You've done a pretty good job with it so far.
Ben It's not just about the watch, doofus. Don't you get it? She wants grandpa to go away with her just like before, only this time, there's nothing keepin' him here.
Xylene (fixing up Rustbucket telekinetically) I'm sorry, Max. I must admit, these human offspring are a mystery to me. On my planet, once you hatch, you're on your own. Well, soon we won't have to worry about them.
Suddenly, the giant Mechadroid flies past them, and then joins the scene.
Xylene The Mechadroid!
The giant robot hits Xylene back with wheel hand.
Max Xylene!
Ben and Gwen then hear the action going on, and they start running to help.
The giant Mechadroid then draw it's attention to Max, trying to crush him. Xylene then falls unconsciously, Max then is about to check up on her, but the giant Mechadroid grabs Max with it's robotic tentacles and harms him. Ben and Gwen have then arrived.
Ben No!
The giant Mechadroid then wheels away.
Ben Grandpa!

Act 3

Speaker Dialogue
Elsewhere in the forest, with Ben, Gwen and Xylene.
Gwen (to Ben) You said you trashed that thing!
Xylene We all thought that thing was destroyed, it doesn't matter now.
Ben It doesn't?
Gwen Wait, if that thing only wanted the Omnitrix, why'd it kidnap Grandpa?
Ben Because it knows I'll come rescue him, it's a trap!
Xylene Exactly, that's why...
Ben Look, I know you're gonna give us the whole "the Omnitrix is more important than any being" lecture.
Xylene Well it is.
Ben But no way are we letting that living junk yard hurt him!
Xylene I agree that-
Ben So help us or out of our way, because..
Frustrated by Ben's irrationality, Xylene telekinetically lifts Ben up and crashes him onto a tree.
Xylene Be quiet and listen, you're not the only ones who care about Max. If we work together, we can save him, and the Omnitrix. (discards the telekinesis) Truce?
Gwen puts her hand on Xylene's hand as a truce - then Ben does it.
All Truce.
Xylene Time is crucial, as we stand here, it's collecting more and more items, becoming stronger for it's final battle with us. Where would the Mechadroid have access to the most mechanical items in this area?
Gwen St. Louis is the most largest river port in the United States.
Ben The docks.
Ben then is riding his hoverboard at the docks of St. Louis, then he spots the giant Mechadroid with Max.
Ben Grandpa!
Max (grunts) Ben! Go! This thing's got control over the nanotech in my Plumber's suit!
Due to the Mechadroid having control over Max's Plumber suit, the Mechadroid forces Max's body to blast a laser blaster at Ben, for him to dodge behind a crate.
Max Do whatever it takes to... bring this thing down! Even if that means taking me with it!
Ben Sorry, Grandpa, not an option. (shows Omnitrix to Mechadroid) Is this what you want? I'll swap you straight up, my grandpa for the Omnitrix!
Max Ben, don't do it!
Ben We know what we're doing!
Max We?
Xylene then flies out a garage.
Xylene Max, we must stop meeting like this.
Gwen is then riding a drilling machine, the Mechadroid fires Max's blaster at the drilling machine, but she dodges and tries to lift a crate.
Ben (gasps) Gwen!
The Mechadroid then grabs Ben with it's robotic tentacles, and electrocutes him. Xylene then telekinetically breaks the robot tentacles and sets Ben free, the Mechadroid is about to strike again, but Gwen pushes it away, for the drilling machine to be pushes away. Xylene then rips one of the tentacles apart on Max, then she pulls Max out as she telekinetically makes a cate drop on the Mechadroid, destroying the Mechadroid and the crate unfolds and exposes a tank. However, the Mechadroid is still not defeated, and it merges with the tank then regenerates, then unleashes a tank cannon at Max and Xylene. The Mechadroid grabs Max and electrocutes him, Ben and Xylene flee behind a crate.
Xylene We have to destroy the original Mechadroid to defeat it.
Ben Sounds like a job for Upgrade!
Xylene (grabs the Omnitrix) I have a better idea, but you must trust me, your grandfather's life depends on it.
Xylene then transforms Ben into an amoeba-like alien.
Amoeba-like alien Wh-what's this thing supposed to do?
Xylene You're going to eat it. - Literally eat it, that's your power.
Amoeba-like alien Wow, I am kinda hungry.
The amoeba-like alien uses his elastic tongues to try and indigest up the wall, but doesn't work due to it's size. The Mechadroid re-merges with Max. - The amoeba-like alien then jumps on the Mechadroid, then he starts gobbling up parts of the Mechadroid.
Xylene Now spit!
The amoeba-like alien then fires an energy projectile from his mouth.
Amoeba-like alien Cool! Exploding lookeys. I've got upchuck power!
Gwen (grossed out) Ugh, great, you were disgusting enough already.
Xylene I'll get Max. Let go of him!
The amoeba-like alien gobbles up the Mechadroid's shoulder cannon, then blasts a projectile on it's cannon. The amoeba-like alien fires more explosive vomit projectiles on the Mechadroid.
Gwen Ben, hang on!
The Mechadroid then crushes the drilling machine.
Amoeba-like alien (blasts it's headcase down) Now for dessert!
The amoeba-like alien gobbles up it's head core, and Xylene frees Max from the Mechadroid. Then, the Mechadroid is now defeated. The amoeba-like alien spits out one of the Mechadroid's parts, then it explodes.
Max Way to go, Ben.
The amoeba-like alien reverts into Ben.
Ben Yuck, bad robot! Can I get some mouthwash or something? (vomits out a nail)
At the Rustbucket, Xylene's Ship is here, and she is about to depart.
Ben I wanted to apologize for being kind of a doofus before, I guess I was just jealous, but, if you make Grandpa happy, then I'm happy.
Xylene You certainly are a Tennyson, aren't you? - Take good care of that, Ben. Vilgax isn't the only one interested in it.
Gwen Well, you've managed to impress another alien, guess we should let Grandpa say goodbye.
Ben Yeah, but to who?
Xylene You're not coming, are you?
Max It's a big galaxy out here, but right now, those kids are my whole world.
Max and Xylene then kiss, grossing out Ben and Gwen.
Ben Gross.
Xylene We'll always have Rosewell.
Xylene then enters the ship and departs.
Ben We thought we we're gonna lose you, Grandpa.
Max Nahh, you can't get rid of me that easy. Come on, let's go.
Ben and Gwen (calling dibs) Front seat! Called it first!
Gwen Did not!
Ben Did too!
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