Ben 10: MEGA Alien
Season 1, Episode 10
Written by ET
Directed by ET
Episode Guide
Trial Run
Way Big Problem
Vreedle Eatle is the 10th episode of Ben 10: MEGA Alien.


The Vreedles pay a Weaponmaster of Techadon to create a gun that shoots out a ray to turn people into clones of themselves. They begin scouring the universe creating clones and when Ben turns up to fight them as Eatle he gets hit and is stuck in the form of Eatle with some Vreedle features.


'We want our own minions. People exactly like us. Our own clones. But we don't wants to make the clones, we wants a gun to shoot people with to make them copies of us' Octagon explained.

'Excellent. It will be completed within a few minutes. I assume you have the correct requirements in order of purchasing this custom-made device?' a Weaponmaster asked. Rhomboid laughed a childish laugh. 'Because people who don't bring the requirements don't leave...' the Weaponmaster added in a sinister tone. Rhomboid continued to laugh as he passed some money to the Weaponmaster.

'We hit up an intergalactic bank on our way here' Rhomboid said. Octagon whacked his brother across the back of the head.

'Quiet! He mightn't accept our money if it is not "legit."' The Weaponmaster counted the money and then pulled out two guns.

'These are DNA Changers. All you need to do is shoot someone and it will began to change their DNA until they are replicas of yourself that obey your every command' the Weaponmaster explained.

'But if we clone a lot of people then there will be a whole stack of people that look jus' like us! How will dey tell us apart?' Rhomboid asked.

'They can sense heat signatures. You two have lower heat signatures than the other clones. But you two won't get far enough to clone anyone because I don't like dirty money.' The Weaponmaster threw his fist right at Octagon, knocking him to the ground. Wires shot out of it's shoulders and began shocking Rhomboid. Octagon quickly recovered and shot at the Weaponmaster with his DNA Changer. The Weaponmaster dropped to the ground in pain. Rhomboid shot at it too and the Weaponmaster split into two, then began growing into a Rhomboid clone and Octagon clone.

'This is going to be awesome!' Octagon shouted.

Ben, Gwen and Kevin were lying across the couches in Ben's home. Gwen got up and walked over to the window to admire the day.

'You know guys, it's a beautiful day today and there aren't bad guys around, why don't we go to the park or a water park or something?' Gwen asked. As if it were on queue, a gun shot blasted through the window. Gwen jumped back and created a shield with her mana to protect herself and her friends.

'What was that?' Kevin asked as he absorbed the rug beneath himself.

'No clue' Gwen answered. Ben held out his hands and created a mana shield to protect himself as he approached the window.

'Guys, it looks like the Vreedles have been busy' Ben said.

'What do you mean?' Gwen asked.

'Well there are at least 100 clones of them out here' Ben answered.

'What?' Gwen asked, unable to believe it.

'Ben, look out!' Kevin shouted. Ben turned to face the window and saw a green beam coming right for him. It burst through the shattered glass and hit Ben's mana shield. The shield destroyed and threw Ben backwards. Kevin helped Ben up.

'Come on guys, I have a plan' Ben said, rubbing his head. He activated the MEGATRIX II and began scrolling through it. He hit down on a hologram and began to transform.

Ben shrunk down to a tiny size. Small grey lines began to form on his neck and slowly spread over his face. His hair formed together into a single grey point at the back of his head. His eyes formed into one green eye. Two green lights appeared above his shoulders and they spread from the air to touch Ben's back and form into wings.

'Nanomech!' Before doing anything else, Nanomech reached towards his chest and hit the MEGATRIX. A green light shot out from it and as it moved along his body it painted his body white with red stripes. The point on his head grew into a fin and moved to the front of his head. Mid-transformation, Ben dashed out of the house. Once he was outside he transformation began to complete. Everything around he began to shrink as he grew to 120 ft.

'Way Big!' Ben shouted. All the pairs of Vreedle brothers looked over at Way Big, Gwen and Kevin. 'Uh oh...' Way Big said. They all began charging at the team. Gwen created a mana shield and began blasting them all through it. Kevin formed his hands into cannons. Once one of the enemies appeared he absorbed part of the ground beneath him and shot it out through the cannons. He remained coated in the substance from Ben's rug that he had absorbed, protecting him from any hits he did receive.

The clones were climbing up Way Big's legs but he simply shook his legs to get them off. When they began to get too much, Way Big called out to Gwen and Kevin:

'Hold your ground!' Gwen created a shield over herself and a separate one over Kevin. The clones began knocking on them but Gwen's control over mana had gotten too strong. Way Big began running in circles around the whole group of clones. Slowly, he began to run faster and faster until you couldn't see him but a red, black and white trail. The trail began to rise into the sky and form a tornado, picking up all the clones and flinging them away.

'Go Tennyson!' Kevin shouted. Then Way Big stopped in his tracks. The trail behind him disappeared and the clones all fell. Slowly, a hovercraft began to materialize, right in front of Way Big's fin. Inside the hovercraft were Octagon and Rhomboid Vreedle.

'Well looky 'ere!' Octagon shouted.

'What's the matter, big boy? Looks as if you can't move' Rhomboid asked.

'Oh that's right, if someone hits a To'kustar on it's fin it becomes paralyzed!' Octagon stated. The two began laughing. Way Big struggled to open his mouth, but the words managed to come out.

'What are you two doing? I thought you were good now!' Way Big asked.

'Oh, well our dad has a pair of us that are Plumbers and our Ma has us, the evil clones' Octagon answered. Gwen threw her arms forward and the mana shields around her and Kevin disassembled and flung towards the hovercraft. Rhomboid grabbed his DNA Changer and shot at the mana. It shattered to the floor. Way Big shut his eyes, trying to mask the pain he felt. Gwen shot out two waves of mana that wrapped around Way Big's arm. Slowly, she lifted it towards his chest. When she let go, Way Big's hand hit the MEGATRIX II and four prongs shot out.

'ULTIMATE WAY BIG!' Ben shouted. Octagon quickly rose up high enough to reach Ben's fin and hit it, but there was no result. Ben laughed loudly and lowered his head, then rammed the hovercraft. The hovercraft hurtled through the air. The clones began charging towards Ben. Ben lifted an arm and began shooting a cosmic ray at them. As quickly as they had charged Ben they had begun charging backwards.

'BEN!' Gwen shouted. Ben looked down and saw them standing beside the real Rhomboid and Octagon.

'Ben Tennyson, they have DNA Changers, guns that make people into their clone servants! Everyone here are your friends so we will have to move to another part of the world where no one has been cloned to fight the evil Rhomboid and Octagon!' Octagon explained. Ben put down his hand and waited for Gwen, Kevin, Octagon and Rhomboid to get onto it, then he began running out of Bellwood. Within seconds they were running through different parts of America.

'So any clue on how we could stop them?' Ben asked.

'Well they got that weapon from a Weaponmaster, then cloned him and stole all of his stuff so they will be prettteh tough' Rhomboid said.

'Not helpen' ' Ben said, mimicking their voices.

'There're only two beings that could overpower a Techadon Weaponmaster, a Mechamorph or Azmuth. A Mechamorph could destroy their things in a second and I just so happen to have Mechamorph Armor on me' Kevin said.

'So I hold them off as Ultimate Way Big while you use your Mechamorph Armor to rigg their weapons and turn everyone back to normal?' Ben asked.

'It's a plan' Kevin accepted. He put his hand into his pocket and pulled out a blue and black box. He pressed a button and it jumped onto him. 'Upgrade!' he shouted. Everyone looked at him. 'What, Ben's the only one who gets to do it?'

'Stop looking Ben or you'll run into something' Gwen instructed.

'Guys, it looks like their hovercraft belonged to the Weaponmaster too' Ben said.

'What makes you say that?' Gwen asked.

'Because they are right behind us' Ben answered. Gwen and Kevin turned to see. Rhomboid and Octagon got out Plumber Guns and began shooting the hovercraft while Gwen shot mana and Kevin shot energy beams. 'Hold on!' Ben shouted. A second later there was a jump and Ultimate Way Big had begun flying. The hovercraft just followed them and soon enough was in front of them. It turned to face Ben, Rhomboid and Octagon with their guns out. Ben held out his right hand as it began glowing blue. He threw his hand forward and a Cosmic Disk shot out of it. The cosmic disk flew to the hovercraft, flinging the Vreedles away.

'STRIKE!' Kevin shouted. Everyone looked at him again. 'Oh get over it and get back to fighting!' Kevin snapped.

'Kevin, maybe I could destroy them without you having to destroy everything' Ben said. He lifted his leg and lowered it towards the crashed hovercraft. Centimeters away from crushing it, a shock sent Ultimate Way Big to the ground. The shock ran up his leg and right to the MEGATRIX II. Ultimate Way Big began transforming.

'XLR8!' he shouted. A second later he transformed again. 'Spidermonkey!' Then again. 'Diamondhead!' he shouted. Then again. 'Diamondmatter! Wait, I'm a fusion?' he asked. Before they could even think about it he had transformed again. 'Grey Matter!' And once more. 'Eatle!'

Eatle looked much different. He was a lighter shade of purple and was rusted all over the place.

'What's going on?' Gwen asked.

'The hovercraft was protected by a forcefield that zapped Ben with their DNA Changer' Octagon guessed.

'He's a Vreedle Eatle!' Rhomboid shouted.

'But, I can still control myself? I'll just turn back to normal' Eatle said. He hit the MEGATRIX II and two green lights shot out, hitting Gwen and Kevin. The light on the MEGATRIX disappeared and Eatle began growling at his friends. The light around Gwen and Kevin disappeared and left them with their own MEGATRIX II's on their wrists.

'Ben, are you okay?' Octagon asked. Eatle grabbed at the ground, shoved it into his mouth and then shot at them. Gwen created a mana screen around them.

'The MEGATRIX was protecting him from their control, but when he tried to transform it shut off and he lost control. But now Kevin and I have our own?' Gwen said, trying to put everything together. Kevin was going through it.

'I've only got ten aliens in here: Wildmutt, NRG, Nanomech, Heatblast, Fasttrack, Jury Rigg, Lodestar, Goop, Ghostfreak, Stickler and Colourless' Kevin said. Gwen went through her MEGATRIX.

'Same, I've got: Rath, Stormfront, Clockwork, Terraspin, XLR8, Grey Matter, Shocksquatch, Spitter, AmpFibian and Alien X' Gwen said. Kevin smiled. He activated the MEGATRIX and scrolled through to the Heatblast hologram.

'Heeeeeeeeeeatblast!!! Now we are talking firepower!' he shouted. Everyone was staring at him. 'What? Now I actually did transform, why shouldn't I shout the alien name?' Kevin asked.

'You shouted for too long' Gwen said. 'Make a fire shield while I transform' Gwen instructed. She transformed. 'Stormfront! See, that's how you do it' she told Kevin. Kevin started laughing.

'What do girls and storms have in common? They're both wild and wet when they co--' Kevin began.

'KEVIN! That is the most disgusting joke ever and this is so not the time!' Gwen shouted. Rhomboid and Octagon quietly laughed at the joke. Kevin's fire shield disappeared and Gwen grew into a giant tornado. That's when she spotted all the clones.

'Oh boy, Ben's not the only one we have to deal with' Kevin pointed out as he blasted some clones away.

'The only way we can stop the Vreedles now is with Azmuth, but I have no idea how to use this thing to contact him. Do you?' Gwen asked.

'No need, he's most probably watching the show already' Kevin chuckled sinisterly. Gwen shot a bolt of electricity at Eatle, expecting for it to blow him away. But Vreedle Eatle opened his mouth, ate the energy and redirected it back at Gwen.

'Okay, new plan' she said. Gwen hit the MEGATRIX on her chest and transformed. 'Terraspin!' she shouted. Gwen flew over to Vreedle Eatle and blew him into the ground, strengthening her wind attacks until he was completely stuck in the ground. Eatle managed to move his hands around, but he would only be able to shoot directly above him, not in any other direction. He began shovelling the ground around him into his mouth, then held out his hands. Two slits opened up in his palms and he began shooting his way out.

'Ohh Gwen' he taunted. Gwen turned to see him shooting beams from his hands.

'Okay, that's new' she said in shock.

'It's something I got with the Vreedle-ness' Eatle said, showing them off to her. Then he shot right at her. Gwen quickly shot an air beam, sending the energy blast right back at Vreedle Eatle. But Eatle just ate it and shot it back at her and they continued this until Kevin appeared behind him and shot fire at him. Vreedle Eatle jumped away.

'Fasttrack! How's that?' Kevin asked.

'Better. What's the plan?' Gwen asked back.

'We get Rhomboid and Octagon - the good ones, and head away from here to buy us some time' Kevin pitched.

'Good idea. XLR8!' The two ran over, grabbed Octagon and Rhomboid and ran off towards the city. Kevin dropped Rhomboid and began thinking once they had gotten away. Then he got an idea. He hit the MEGATRIX on his chest and became MEGA Fas-Jury Rigg. As Jury Rigg he ran into a store right beside them and began building a device.

'Maybe I could use this to stop Rhomboid and Octagon and Ben until Azmuth shows up. If he decides to show up' Kevin said. Then a wall from the building cracked open and Vreedle Eatle was standing there, eating the wall.

'Who wants some Vreedle Eatle?' Ben asked. He shot some beams at them but Kevin pressed a button on his contraption. A pipe shot out from it, dug into the ground and then shot out some undigestible waste. Undigestible even for Upchuck and Eatle. Vreedle Eatle stumbled backwards as the four escaped.

'Okay, that was too close!' Gwen shouted once they had gotten to the next store. That was when Kevin got his next idea.

'Colourless!' Kevin shouted.

'Good idea! You could suck away the Vreedle outline over their bodies so their Vreedle body falls apart and they return to normal!' Gwen shouted.

'Yeah! Except I don't know how to suck away colours or outlines. But I do know how to do one thing!' Kevin said excitedly. He held his hand out to a vacuum that was sitting idle in the store. The vacuum began transforming into a robot that sucked in air and blew it out to fly. Vreedle Eatle burst in and the vacuum began attacking. The vacuum distracted him for a few seconds before he began to eat it.

'KEVIN!' Gwen shouted. Kevin began transforming more machines. Gwen dashed to the end of the store, cut open a box with her claws. She grabbed a rope and tied it to the large remote control car that was inside the box, then began dragging it out to Kevin. Kevin transformed the car and sent it to attack Vreedle Eatle.

'AmpFibian!' Gwen shouted. She flew into the car, gave it extra power, then flew out. 'Come on guys!' She flew out of one of the walls, then Kevin busted it down and Rhomboid and Octagon followed them out.

'Oh boy' Kevin said. Looking at all the clones around them. Kevin transformed. 'NRG!' he shouted. Everyone looked at him again. 'What now?' he asked.

'When you become him you have to say each letter, "Enn Are Gee!"' Gwen explained. She hit her MEGATRIX. 'Clockverk!' she shouted. She grabbed Kevin's hand. 'I vill start poweving up my time ray vile you shoot an energy beam' Gwen instructed. Their hands began glowing green as Gwen powered up her time ray. Kevin lifted their hands and his hand began glowing red beneath the green aura. They both shot a beam together. It flew through the crowd and landed in the middle where it exploded. When the smoke disappeared it showed that no damage had been done.

'This is hopeless!' Kevin complained. Gwen turned to face him.

'Ready?' Gwen asked.

'Ready' Kevin assured her. They both hit their MEGATRIX symbols.

'Raaaaaaaaaaaaaaath!!!' Gwen shouted Kevin snarled and growled loudly as though to say his name. 'LEMME TELL YA SOMETHING, ABOUT 20,000 CLONES OF THE EVIL VREEDLE BROTHER CLONES, NOBODY MESSES WITH RATH!' Gwen shouted. Everyone looked at her. 'WHAT? I'M RATH, NOBODY LOOKS AT RATH BUT RATH! AND EVEN RATH DOESN'T LOOK AT RATH SOMETIMES SO LOOK AT KEVIN LIKE HE DID SOMETHING WRONG!' Gwen demanded. Octagon, Rhomboid and Kevin looked away, then Gwen began smashing through the crowd. Kevin began charging through, shooting his quills at the clones. Rhomboid and Octagon began shooting at the clones with stunning guns so that they wouldn't be harmed. Finally, Vreedle Eatle arrived.

'WHO WANTS SOME MORE VREEDLE EATLE' he shouted. Gwen stopped and stormed over. Kevin charged at her, trying to hold her back from doing anything stupid.


'Is that a challenge?' he asked. Gwen's face sharpened in anger. Kevin grabbed her and tried to pull her back. Just then Azmuth teleported onto his shoulder.


'Yeah, yeah, cut the unintelligent chit chat. I was working on this' Azmuth said, pulling out Ascalon. 'Kevin and Gwen, you two take care of Ben while I go fight those clones with Octagon and Rhomboid. We need to buy a few minutes before Ascalon finishes recharging so I can absorb all of their powers and turn everyone back to normal' Azmuth commanded. Gwen and Kevin looked at each other, then hit their MEGATRIX symbols.

'Ultimate Raaaaaaaath!' Gwen shouted.

'Ultimate Wildmutt!' Kevin shouted. Everyone looked at him. 'What was wrong with that? I haven't seen Ben do any better than that' Kevin complained.

'You need to put all your emotion into it. All your frustration and anger into that one big battle cry' Azmuth corrected. Kevin growled at him but then turned to face Vreedle Eatle. He jumped at Vreedle Eatle and punched him right in the face, then tackled him to the ground.

'LEMME TELL YA SOMETHIN', VREEDLE EATLE! THIS IS GUNNA HURT... A LOT!' Gwen shouted. She put her hands together, charged an energy beam and threw it into Vreedle Eatle's face. Vreedle Eatle at the energy and began shooting it back at them, throwing the two away from him. Kevin began charging at him and lunged his tail forward. It struck Vreedle Eatle on the chest.

'You actually caused me pain' Vreedle Eatle said in an odd tone. Kevin pulled back but then jumped forward and began biting him. Gwen jumped on top too and began laying into Vreedle Eatle.


Rhomboid, Octagon and Azmuth where fighting their way through the crowd. Azmuth shot out a few energy beams from Ascalon when it began beeping. He looked at a ball that was on the handle and saw it was glowing green.

'Ascalon is recharged!' he announced. Azmuth held Ascalon high above his head and a light shot out from it. Everything around everyone became a bright light. After about five seconds the light dimmed down, revealing all the clones in their regular human form. The Evil Octagon and Rhomboid fell to the ground right beside Gwen, Kevin and the unchanged Vreedle Eatle. Azmuth, Rhomboid and Octagon ran over.

'Ben's still stuck as Vreedle Eatle and we still have these MEGATRIXs' Kevin reported.

'That's because the MEGATRIX II is still shut down' Azmuth explained. 'Before we turn it back on though, you two should deal with these two' Azmuth said, pointing Gwen and Kevin towards the evil Rhomboid and Octagon. Gwen cracked her knuckles as she laid into the clones until it melted. Kevin took out Octagon. 'Now, someone has to go press the MEGATRIX II symbol on Ben's chest' Azmuth pointed out. Kevin trotted forward, whacked the symbol and watched as a light appeared in it. The rust all over Vreedle Eatle disappeared as he returned to his regular Eatle appearance, then reverted back to Ben. Gwen and Kevin became human again too and their MEGATRIX IIs disappeared from their wrists.

'How you feeling?' Gwen asked Ben.

'A bit dizzy' he said.

'So, why did Gwen and I get those MEGATRIXs?' Kevin asked Azmuth.

'Well, as a safeguard, I added a new function to the MEGATRIX II. Whenever it goes inactive two clone MEGATRIX IIs attach themselves to your wrist and Gwen's wrist' Azmuth explained.

'And what about the aliens in there?' Kevin asked.

'I preset those ten for you two' Azmuth answered.

'Why'd you give Gwen Rath?' Kevin asked.

'Because it's funny to see her going crazy' Azmuth laughed. They all began laughing too.

'Wait, so what took you so long to get here?' Gwen asked.

'I had to build Ascalon. After I took it from Ben when he defeated Vilgax I decided to disassemble it. It was far too dangerous to have lying around anyway. I could have poked my eye out with it.' Everyone laughed.

Major EventsEdit



  • Vreedle Brothers
  • Clones

Aliens UsedEdit

By BenEdit

By GwenEdit

By KevinEdit

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