BEN 10: ULTIMATE ALIEN
Episode: "Bottom Feeder"
(Original fan script, written in the spirit of the series)
COLD OPEN
EXT. BELLWOOD QUARRY — NIGHT
A dead, moonlit stretch of stone terraces and rusted mining equipment on the edge of town. Wind howls through broken conveyor belts. A chain-link fence marked NO TRESPASSING — QUARRY CLOSED sags where something huge has torn through it.
Deep in the pit, the ground trembles. Gravel rains down a slope. Something enormous is moving under the rock — not digging through it, but flowing through it, the way a shark moves through water.
A parked bulldozer, forgotten for the night, suddenly sinks three feet into solid stone, like it's been swallowed by quicksand made of granite. Metal groans. Then silence.
TITLE CARD: BEN 10 — ULTIMATE ALIEN
ACT ONE
EXT. BELLWOOD — MR. SMOOTHY'S — DAY
BEN TENNYSON, sixteen, slouches at the counter in his classic green jacket, Ultimatrix glinting on his wrist. He's alone — a hand-written note in his pocket reads "Gwen + Kevin — Sumo Slammers convention, back Sunday, don't blow anything up. —G"
Ben grins at the note, pockets it, and takes a slurp of smoothie the size of his own head.
BEN
(to himself)
No cousin lecturing me on "responsible alien usage." No Kevin backseat-driving my fights. Just me, my watch, and a weekend of doing this exactly my way.
His phone buzzes. Caller ID: GRANDPA MAX.
BEN (CONT'D)
(answering)
Grandpa, please tell me you're not calling to babysit—
MAX (V.O.)
(urgent, over comms static)
Ben. Bellwood Quarry. Plumbers' seismic sensors picked up something massive moving underground — not an earthquake. Something alive.
Ben's grin vanishes. He's already sliding off the stool.
BEN
On it.
EXT. QUARRY — CONTINUOUS
Ben skids his skateboard to a stop at the torn fence, quarry yawning below like a bowl of broken teeth. He slaps the Ultimatrix's core. It pops up, and he twists the dial through a rotation of alien silhouettes — Four Arms, Swampfire, Chromastone — before landing on a squat, tongue-heaved silhouette he almost never uses.
BEN
Not exactly my "A-list," but... when in Rome.
He slams it down.
FLASH OF GREEN.
Where Ben stood is now UPCHUCK — small, purple, big-headed, with a long prehensile tongue and a mouth that unhinges like a python's. He looks down at himself, unimpressed.
UPCHUCK
(nasal, gross-sounding voice)
Aw, come on. Out of ten million aliens in the galaxy...
The ground beneath him buckles. Upchuck barely flips backward as a boulder-sized shape breaches the stone like a killer whale breaching water — except it's not breaching water. It's swimming through solid rock.
The creature surfaces fully: a Nogedrian Rock Wyrm — segmented, crystalline plating, a maw ringed with quartz teeth, easily twenty feet long. It roars, spraying pulverized stone.
UPCHUCK (CONT'D)
Oh. Oh, that's new.
The Wyrm lunges. Upchuck's tongue lashes out, latching onto a girder overhead, and he yanks himself out of the way just as the creature's jaws clang shut on empty air where he stood.
UPCHUCK (CONT'D)
(swinging, landing in a crouch)
Okay, note to self — mineral-eating space-worms exist. Grandpa's gonna love this one.
ACT TWO
EXT. QUARRY — CONTINUOUS
Upchuck scrambles up a rock terrace as the Wyrm submerges again, circling beneath the ground like a fin under sand. Ben's watch-com crackles.
MAX (V.O.)
Ben, I'm pulling data now — that's a Nogedrian Rock Wyrm. They're not native to Earth. Somebody brought it here.
UPCHUCK
Awesome, a mystery and a monster. Can I get one thing at a time, just once?
The Wyrm erupts from below, jaws wide. Upchuck doesn't dodge this time — he leans in, mouth unhinging to match it, and swallows a chunk of the creature's outer plating as it whips past. He staggers, gagging theatrically, then blinks in surprise as his own skin ripples and hardens, taking on a faint crystalline sheen.
UPCHUCK (CONT'D)
(looking at his arm)
...Huh. Didn't know I could do that.
He grins — Upchuck's whole gimmick is absorbing matter through that gut of his and repurposing it. He spits a wad of half-digested rock at the Wyrm's eye ridge; it shrieks and thrashes, giving Ben the opening to bolt for the quarry's rim.
EXT. QUARRY RIM — CONTINUOUS
At the top, tire tracks lead to an idling, unmarked cargo truck, hazard lights blinking. A nervous-looking POACHER in a hazmat-style suit is frantically trying to close a busted containment crate stenciled with alien trade-guild markings.
POACHER
(muttering)
Should've charged double for a live Wyrm, should've charged double—
UPCHUCK
(dropping down behind him)
Hi. So, fun fact — releasing an unlicensed alien predator next to a town of two hundred thousand people? Bad for business. Also illegal on, like, forty planets.
The Poacher yelps, fumbles a device from his belt — a sonic goad, the kind exotic-animal smugglers use to control cargo — and instead of running, jabs it at Upchuck.
The pulse hits Upchuck square in the chest. He convulses, all the half-absorbed rock mass inside him resonating violently with the frequency.
UPCHUCK (CONT'D)
(strained)
Okay — that— that actually really hurts—
The Wyrm, drawn by the same sonic frequency, comes crashing up over the rim behind them, massive and furious. The Poacher screams and dives into his truck, peeling out and abandoning both alien and hero.
UPCHUCK (CONT'D)
(shouting after him)
Oh, great, thanks for that!
The Wyrm advances. Upchuck's Ultimatrix symbol, still faintly resonating from the goad's pulse, suddenly flashes gold on its own.
UPCHUCK (CONT'D)
Wait — is it doing the thing? It's doing the thing!
ACT THREE
The Ultimatrix symbol floods with light. Upchuck's small purple form swells and reforms — bulkier, spined, plated in glowing violet crystal armor, twin tongues now whipping from an even wider jaw.
ULTIMATE UPCHUCK.
ULTIMATE UPCHUCK
(new deeper voice, delighted)
There we go. Now THIS is a glow-up.
He rolls his shoulders, and crystal spurs ripple down his forearms like armor plating growing in real time. The Wyrm roars and charges. Ultimate Upchuck doesn't dodge — he plants his feet, and as the Wyrm's jaws close around his forearm, he flexes, and hardened crystal spikes erupt outward, forcing the Wyrm's mouth open before it can bite down.
ULTIMATE UPCHUCK (CONT'D)
(grappling the Wyrm's jaw)
You want rock? I'll GIVE you rock!
He hurls the Wyrm bodily into a quarry wall. Stone shatters. The Wyrm shakes it off, circling, wary now — clearly registering that its prey just got a lot scarier.
Ultimate Upchuck cracks his neck, tongues flicking.
ULTIMATE UPCHUCK (CONT'D)
Here's the pitch: you eat rock, I absorb rock. So really — we want the same thing. Difference is, I don't have to eat the whole quarry to do it.
The Wyrm lunges again. This time Ultimate Upchuck meets it head-on, twin tongues lashing out and anchoring into the creature's crystalline plating like grappling hooks. He yanks, hauling a chunk of the Wyrm's own armor loose and swallowing it whole in one gulp.
The effect is immediate — Ultimate Upchuck grows another size, crystal plating thickening across his chest, and the Wyrm visibly shrinks, its plating dulling.
ULTIMATE UPCHUCK (CONT'D)
(mouth full)
Oh, that's the stuff. No wonder you space-worms are protected on, like, six trade treaties — you taste incredible.
The Wyrm, smaller now and clearly panicked rather than aggressive, tries to burrow away. Ultimate Upchuck's expression shifts — the fight drains out of him.
ULTIMATE UPCHUCK (CONT'D)
(softer)
...Yeah, okay. You're not the bad guy here. Some idiot in a hazmat suit yanked you off your homeworld to sell you to the highest bidder. That's not on you.
He crouches, tongues retracting, and holds up both hands — plainly non-threatening despite being nine feet of crystal-plated alien.
ULTIMATE UPCHUCK (CONT'D)
Easy. Easy. Let's get you somewhere that isn't a suburban quarry, huh?
EXT. QUARRY — MOMENTS LATER
A Plumber containment hover-transport descends, guided in by Max's voice over comms. The Wyrm, docile now, allows itself to be corralled toward a properly-sized, properly-licensed containment unit — no sonic goads required.
MAX (V.O.)
Nice work talking it down. Most people's first instinct with something that big is to just keep hitting it.
ULTIMATE UPCHUCK
(watching the Wyrm loaded up)
Yeah, well. Turns out I've got a weirdly good stomach for this alien. Pun extremely intended.
His Ultimatrix badge flashes red. In a burst of green light, he reverts —
EXT. QUARRY — CONTINUOUS
— back to BEN, human again, dusting quarry grit off his jacket. He glances toward the tire tracks left by the fleeing poacher's truck.
BEN
(to his wrist)
Grandpa — that hazmat guy's still out there with a truck full of who-knows-what-else. Track the plates?
MAX (V.O.)
Already on it. Go home, Ben. Get some sleep. This one'll keep till morning.
Ben smirks, shoving his hands in his pockets and starting the walk back toward town, the quarry's broken fence and torn-up stone terraces behind him.
BEN
(to himself, satisfied)
Not bad for a solo weekend. Gwen and Kevin are gonna be so mad they missed this.
He pulls out his phone, snaps a photo of the crumbled quarry wall for proof, and keeps walking as dawn starts to color the sky.
FADE OUT.
END OF EPISODE
Next time on Ben 10: Ultimate Alien — the trail of the mystery poacher leads Ben somewhere much stranger than a quarry...