Expensive Mistakes

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*This content is designed for children age 7 and above.*

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**Expensive Mistakes** is the third episode of *Ben 10: Missing Pieces*.

## Plot

*We see the exterior of a gas station by a long empty stretch of road, at dusk. The Rust Bucket 2 is parked outside. Inside the convenience store, Ben walks down an aisle, happily picking snacks from the shelves as he goes. A bell by the door rings, indicating someone has entered. It is a woman wearing a black leather jacket, zipped up, along with jeans, black gloves, and a black cloth mask over her head. She approaches the cashier; a frail, bald Caucasian man. She discreetly pulls out a gun from under her jacket and points at the cash register. The cashier reluctantly complies, shakily grabbing fistfuls of cash and stuffing it into a plastic bag. Behind the robber, Ben walks out of the aisle, dropping his snacks on the ground. The sound alerts the robber, and she turns around to aim the gun at Ben.*

**[Robber, pointing her gun at the door]**: Scram.

*With his hands up, Ben walks out of the store. The robber faces the cashier once more, moving the gun closer. Seconds pass before the door opens again. The robber instinctively whips around and points her gun at the figure, but her resolve weakens when she sees that it is not a human, but rather Feedback, smiling with his hands on his hips.*

**[Robber, hands shaking]**: Wh- What are you?

**[Feedback]**: This seriously can't be the first time you've seen an alien. Where have you *been* all summer?

**[Robber]**: (*deadpan*) Prison.

**[Feedback]**: (*blinks in disbelief*) Well, then you're probably the dumbest person I've met. You realize you're gonna get thrown right back in there, right?

*Anger flashes across the robber's face at the prospect of being arrested again, and she aims her gun at the cashier's head. He lets out a small cry of terror. Feedback's smile dissolves.*

**[Robber]**: Hands in the air, freak, or Grandpa here gets it!

*Feedback raises his hands, and a smirk stretches across his face.*

**[Feedback]**: Poor choice of words.

*Feedback siphons the electricity from the light above him through his fingers. Before the robber can get a word out, he fires a small blast of electricity at her, causing her to drop her gun. While she is disoriented, Feedback charges at her, grabs her and throws her aside. She falls to the ground, unconscious.*

**[Feedback, to the cashier]**: You okay, sir?

*The cashier, still distraught, shakes his head. Feedback awkwardly pats him on the shoulder.*

**[Feedback]**: Sit tight. I'm gonna call the cops.

*He goes over to the pile of snacks that he left on the ground in his human form.*

**[Feedback]**: I'm... uh, picking these up for the kid. He's scared out of his skin outside.

*Ben, wearing light blue long-sleeved pajamas, lies on the top bunk of the makeshift bed at the back of the Rust Bucket 2. All the lights in the RV are switched off, with only the moonlight from outside providing illumination. Gwen sleeps on the bottom bunk, while Max sleeps on the dinette-seats-turned-bed by the door. Ben twists and turns, trying to fall asleep, but is unable to. He sits up and rolls over, falling out of the bed and landing on the ground with a thud. He stands and goes to the door, exiting the RV. Outside, we see that the Rust Bucket 2 is parked near a lake, surrounded by a forest. Mt. Rushmore is far away in the background.*

*Ben distances himself from the Rust Bucket 2 and brings his left wrist up. He presses the activation button on the Omnitrix, and the core pops up. He quickly scrolls through the silhouettes of Cannonbolt, Upchuck, Arctiguana and Snare-oh and arrives at Feedback's silhouette. He grins and slams his palm down and is covered in green light. He hovers in a dark green background with light green bubbles pulsating rapidly behind him. Ben grows taller and his skin turns black. His hands become more pronounced, with his ring and pinky fingers merging into one, and the end of each finger gaining gold sockets. His eyes merge into a single oval-shaped green eye and his hair disappears. Two long antennae and a tail sprout from the back of his head and his rear, respectively, with round plugs on their tips. The Omnitrix symbol pops out of his chest, and electricity crackles out of his fingers, completing the transformation.*

**[Feedback]**: (*softly*) Yes!

*Feedback observes his surroundings, disappointed at the lack of machines around him.*

**[Feedback, dropping his shoulders]**: (*groans*) Not much to work with here.

*The Rust Bucket 2 catches his attention.*

**[Feedback]**: I shouldn't.

*He hangs his head for a few seconds to decide what to do, then raises his head with a smile.*

**[Feedback]**: A little bit won't hurt.

*He walks towards the Rust Bucket 2 and lifts its hood to reveal the components underneath, fixating on the battery.*

**[Feedback]**: You're a sight for sore eyes... uh, *eye*.

*Feedback's antennae descend on the battery. Before he can absorb any energy, the door to the Rust Bucket 2 opens, and Gwen exits, wearing long-sleeved purple pajamas with a crescent moon on the shirt.*

**[Gwen]**: What do you think you're doing?!

**[Feedback]**: Training.

**[Gwen]**: In the middle of the night?!

**[Feedback]**: Couldn't sleep.

*Gwen points at the open hood.*

**[Gwen]**: Why are you messing with the Rust Bucket?

*Feedback's antennae pull away from the Rust Bucket 2's battery as he stares at her blankly.*

**[Feedback]**: Part of the training.

**[Gwen]**: Grandpa's gonna be peeved.

*Feedback dismisses her concern with a wave of his hand.*

**[Feedback]**: Why? I'm not gonna mess anything up.

*Gwen wordlessly folds her arms at her chest and raises an eyebrow.*

**[Feedback]**: Hey, I'm pretty good with Feedback! All the training's been paying off.

**[Gwen]**: That's the problem.

**[Feedback]**: Yeah? How do you figure?

**[Gwen]**: Why is Feedback the only alien you've been training with?

**[Feedback]**: He's new... ish. Gotta test him out, you know? Push his limits and find out if he has other powers, stuff like that.

**[Gwen]**: The Megawhatt's newer *and* has the same basic shtick.

**[Feedback]**: But Feedback's cooler.

**[Gwen]**: Word of advice. Take it or don't, but you'd better sort out whatever's up with you.

**[Feedback]**: Nothing's up. I feel great!

*Gwen shows him her open palm, closing each finger as she lists examples of Ben's odd behavior.*

**[Gwen]**: You're unfocused, exhausted, you use Feedback even when other aliens are better suited for the job... need I go on?

*Feedback puts Gwen's hand down.*

**[Feedback]**: Seriously, I'm fine. Can you get off my back?

**[Gwen]**: (*sighs*) Whatever. I'm too tired to argue. Get back to sleep or I'll tell Grandpa what I saw.

*Gwen enters the Rust Bucket 2 and shuts the door behind her. Feedback eyes the battery again, and despite his urges, chooses not to do anything to it. He grabs the hood of the RV and closes it.*

*The camera pans down from the red skies of the Null Void. A humanoid male figure jumps from one rock platform to a lower one and crouches when he lands. He continues running, carrying a wooden spear in his right hand. Upon closer inspection, we see that the figure is Phil Billings, sporting a messy beard and a scar over his right eye. His Plumber suit is torn in places, with some parts stitched over with other material. He is being chased by a maroon Vulpimancer. As it gets near him, he throws his spear a few feet ahead. He lunges for it then swings around it. He bends the spear towards himself and, as the Vulpimancer approaches, lets go. The spear recoils and hits the Vulpimancer in the head, which renders it unconscious. Phil stands up and notices someone looming behind him, casting a shadow over him. Before he can fight back, the figure squeezes a spot on his neck, causing him to fall to the ground.*

*Phil awakens, strapped upright to a metal board, with cuffs around his wrists, waist, and ankles. The room he is in is dimly lit, and the walls and floor are colored varying shades of purple. Some distance away, a male mutant Cerebrocrustacean and a male Zaroffian, none other than Dr. Psychobos and Khyber, stand over a green table. Dr. Psychobos inspects a small circular device in his left claw. The sound of thunderstorms is heard in the background.*

**[Phil]**: (*groggily*) Where... Where am I? Who are you people?

*Khyber casts a brief glance at Phil, then looks back at Dr. Psychobos.*

**[Khyber]**: You're sure this will work?

**[Dr. Psychobos]**: O-Of c-c-course I'm sure! The Nemetrix is a s-sophisticated piece of technology!

**[Phil]**: What do you want with me?!

*He tries to break out of his restraints but fails.*

**[Khyber]**: Are you certain our test subject will cooperate?

**[Phil]**: Test subject?!

*Phil shakes his arms more violently to try to escape.*

**[Dr. Psychobos]**: (*cackles*) I h-h-have my m-methods, and I use the term loosely!

*Dr. Psychobos lifts his arm, and a metal claw drops down from the roof to grab the Nemetrix, heading straight for Phil.*

*Max is submerged in the lake from the waist down, holding a fishing rod. He wears a brownish grey hat with a horizontal grey line, as well as baggy brownish grey pants held up by black straps and his usual Hawaiian shirt. Ben, tired, sits on the ground near the edge to watch him fish, while Gwen hovers on a mana platform a foot off the ground behind him. Both Ben and Gwen now have their regular outfits on instead of their pajamas.*

**[Max]**: Sure you don't wanna join us, pumpkin? The salmon are biting!

*Gwen wobbles on her mana platform.*

**[Gwen]**: I'm trying to get the hang of my powers, Grandpa. I don't have time for fly-fishing.

*The Tennysons hear a loud screech and look around for the source, only to find Terroranchula charging towards them, screeching loudly.*

**[Gwen]**: What *is* that thing?

**[Ben, standing up]**: Punch first, ask questions later!

*Ben presses the button on the Omnitrix to make the core pop up. Feedback's silhouette is displayed.*

**[Ben]**: Perfect!

*Ben slams his palm down on the Omnitrix and is engulfed in green light. When it fades, Feedback stands in his place.*

**[Gwen]**: (*rolls eyes*) Ugh.

*Gwen fires a mana disc at Terroranchula's. He stays still and draws a force field web in front of him, absorbing the disc.*

**[Gwen]**: What the-?

*Max waddles out of the water. As soon as he gets back on solid ground, he drops his hat and fishing rod and heads for the Rust Bucket 2.*

**[Feedback, smirking]**: Step aside and let the pros handle it.

*Feedback walks forward and holds his arms outward, absorbing the energy from the web into his fingers.*

**[Feedback]**: Oh, that's the stuff!

*Angered, Terroranchula runs towards him. Feedback takes a few steps backwards. Suddenly, the Rust Bucket 2 rams into Terroranchula, stopping him in his tracks. Max lowers the window of the front passenger seat to talk to Feedback.*

**[Max]**: You alright, Ben?

**[Feedback]**: (*slightly annoyed*) I had him, Grandpa!

*Terroranchula uses his front legs to overturn the Rust Bucket 2, cracking some of the windows in the process, and climbs on top of it.*

**[Max]**: WHOA!

**[Feedback and Gwen, in unison]**: Grandpa!

*Feedback shoots a blast of electricity at Terroranchula to push him off the Rust Bucket 2. He leaps over the RV and begins to wrestle Terroranchula on the other side. Terroranchula raises his front legs to attack Feedback, who narrowly dodges. Meanwhile, Max crawls out of the window of the front passenger seat. Gwen uses her mana platform to rush to his side and helps him stand up.*

**[Gwen]**: Take it easy.

**[Max]**: Thanks, Gwen.

*Terroranchula rams his head into Feedback to knock him away. With Feedback disoriented, Terroranchula pins his arms down using his front legs. The latter begins to foam at the mouth, craning his head closer to Feedback.*

**[Feedback]**: Yuck!

*Out of nowhere, Terroranchula seemingly loses interest in Feedback and walks to the Rust Bucket 2.*

**[Feedback, getting up]**: Hey, don't you know it's rude to leave in the middle of a fight?

*Terroranchula hisses and starts banging his head on the side of the RV, while Gwen and Max watch.*

**[Feedback]**: Uhh, guy? You get that you're beating *yourself* up, right?

*Feedback tries to pull Terroranchula away from the RV but is unable to. Gwen's mana platform disappears, and she plants her feet on the ground under her.*

**[Gwen, to Max]**: I think its brain went bye-bye.

*Red light covers Terroranchula, reverting him to Phil. Feedback lets go of him, and he immediately drops to his knees, putting his hands on his head. Gwen and Max run to him, and Max crouches to meet his eyes.*

**[Phil]**: (*weakly*) Max?

*Max places his hands on Phil's shoulders.*

**[Max]**: Phil?

**[Gwen]**: Your old Plumber partner?

**[Feedback]**: What's *he* doing here?

**[Gwen]**: How did he escape the Null Void?

**[Feedback]**: And more important, has he always secretly been a giant, ravenous spider-monster thing?

**[Max]**: Questions later. Right now, he needs our help.

**[Phil]**: Y-Ya gotta believe me! They-

*Red light engulfs Phil once more, startling the trio. When the light fades, Phil is gone.*

**[Feedback]**: Who's "they"?

**[Gwen]**: Why would someone bust a nobody like Phil out of the Null Void?

**[Feedback]**: Maybe he's playing us.

**[Max, standing up]**: No, someone else is pulling the strings. Phil's innocent. I could see it in his eyes.

**[Feedback]**: What now?

**[Max]**: We drive to Mt. Rushmore. Gwen, I'm gonna need you to find a spell to flip the Rust Bucket around.

*Gwen nods and retrieves her spellbook, flipping through the pages to find a suitable spell.*

**[Feedback]**: Oh, no problem, Grandpa. I could-

*Max holds a hand up to cut him off mid-sentence.*

**[Max]**: You and I need to have a talk, son.

*Max leads Feedback away from Gwen.*

**[Feedback]**: Lemme guess, Gwen snitched on me?

**[Max]**: What do you mean? What did you do?

**[Feedback, smiling sheepishly]**: Um, nothing.

**[Max]**: I'm going to go against my better judgement and leave that aside for now. This is more important. When was the last time you used one of your other aliens?

*Feedback opens his mouth to speak but is again interrupted.*

**[Max]**: Intentionally.

*Feedback puts a finger on his chin and tilts his head, reviewing recent events in his mind. The lack of a response prompts Max to speak.*

**[Max]**: You've been using Feedback an awful lot lately.

**[Feedback]**: Well, yeah. He gets the job done.

**[Max]**: That's not really why you're using him so much. Being Feedback gives you a rush, doesn't it?

**[Feedback]**: I don't have a problem, Grandpa.

*Max puts a hand on Feedback's shoulder.*

**[Max]**: I'm sorry to say this, kiddo, but you *do* have a problem, or at least the beginnings of one. I've done some research on Feedback's species, and I'm worried about what might happen if you take this too far.

**[Feedback]**: (*exasperated*) Nothing's gonna happen, I promise.

**[Max]**: You don't know that. You have the most powerful device in the universe on your wrist, Ben. You need to use it responsibly.

**[Feedback]**: I know what I'm doing.

*Feedback shrugs Max's hand off his shoulder.*

**[Feedback]**: Look, maybe I just need to get Feedback out of my system, like I did with Ditto.

**[Max]**: You got over Ditto in a day. It's been weeks, and your addiction to Feedback's getting worse. It's changing you.

**[Feedback]**: It's not an addiction!

**[Max]**: Alright, if that's how you see it, prove it. I want you to go the rest of the trip without using Feedback.

*Feedback forces a smile.*

**[Feedback]**: I can totally do that.

*Phil teleports into Dr. Psychobos' lab in the exact same position he was when he left the lake. Dr. Psychobos walks to him and opens his head plates. He uses his telekinesis to lift Phil a foot off the ground, with purple energy outlining his body. Khyber stays behind the table.*

**[Phil]**: Lemme go!

**[Khyber, to Dr. Psychobos]**: What happened?

**[Dr. Psychobos]**: I have a t-t-theory, but I m-must study the subject f-first.

**[Khyber]**: This is disappointing.

**[Dr. Psychobos]**: P-P-Perhaps, but t-this was only a test run, remember? I assure you, when the time to eliminate Tennyson once and for all comes, you *will* have his head on your wall.

*Max drives the Rust Bucket 2 down a long road, making his way to Mt. Rushmore which is just in the distance. Some of the windows are still broken from the fight earlier, and Max is no longer wearing his fishing pants. Ben, having reverted to human off-screen, sits in the front passenger seat, and Gwen sits at the dinette table behind him. The Omnitrix is in Recharge Mode.*

**[Max]**: Kids, I need you both to be on your best behavior.

**[Ben]**: Who are we supposed to impress? Isn't Mt. Rushmore like... abandoned?

**[Max]**: Not anymore.

**[Gwen]**: Since when?

**[Max]**: Since a few weeks ago. The Plumbers are testing the waters with restarting operations on Earth.

**[Gwen]**: So, we didn't come all the way here just to go camping?

**[Max]**: (*shakes his head*) No, but I wish we were visiting Plumber Headquarters under better circumstances.

*The Rust Bucket 2 nears what looks like a dead end on the mountain. Max presses a button on his radio, revealing a secret keypad. He inputs the code; 590041808. However, nothing happens, forcing Max to bring the RV to a stop.*

**[Max, furrowing his eyebrows]**: That's strange.

**[Ben]**: What's wrong, Grandpa?

*Max inputs the code once more, slowly. Again, nothing happens.*

**[Max]**: The code's not working.

**[Gwen]**: Maybe they changed it.

**[Max]**: No, they would've told me.

**[Gwen]**: Would they have had to? No offense, Grandpa, but you're retired, so you technically aren't a Plumber anymore.

**[Max]**: I *am* retired, but the Plumbers don't work like that.

**[Ben]**: Isn't there another entrance we could try?

**[Max]**: Good thinking.

*Minutes later, Max drives the Rust Bucket 2 up one part of the mountain. He stops on top of a circular platform in front of a "ROAD CLOSED" sign and presses a red button under the dashboard, which causes it to glow yellow. The platform beneath the RV descends, bringing it far underground. Relieved, Max puts a hand on his chest. The RV reaches the parking lot of Plumber Headquarters. Ben and Max unbuckle their seatbelts, and Max guides the kids out of the RV.*

**[Max]**: Remember: best behavior.

*We get a wide shot of the parking lot as the Tennysons head for the elevator. Only a few cars are parked nearby.*

*The doors open to the main hub of the headquarters open. The Tennysons step out, and all 20 Plumbers in the room, human and alien alike, turn to look at them. There are only nine humans, with the remaining 11 being aliens of different species. Somewhat unnerved, Max fakes a smile and waves. All damage from the Tennysons' last visit to Mt. Rushmore seems to have been repaired.*

**[Max]**: Hello there.

*The Plumbers form a wall 10 feet in front of Ben, Gwen and Max. Ben defensively hovers his finger over the Omnitrix's activation button. A middle-aged African-American male Plumber steps up to address Max. He has short black hair and wears an orange visor.*

**[Male Plumber]**: State your business, intruder.

**[Max]**: Intruder? (*chuckles*) No, no, I'm Max Tennyson.

*Max retrieves his Plumber badge from his pocket and holds it up. The unnamed Plumber cranes his head closer to inspect it.*

**[Max, lowering his hand]**: I need to speak to Magister Patelliday.

**[Male Plumber]**: He's occupied.

**[Max]**: With what?

**[Male Plumber]**: That's on a need-to-know basis.

**[Max]**: Alright, then. In that case, would you mind if I took a look at the computer? I'll be out of your hair in no time.

**[Male Plumber]**: We *would* mind.

**[Max, massaging his forehead]**: Listen, mister...

**[Male Plumber]**: Kaboom.

*Max briefly exchanges a look with his grandkids.*

**[Max]**: Mr. Kaboom, we had an encounter with an escaped Null Void prisoner. Seeing as how this base has the only Null Void Projector in the area, there's a possibility you've been compromised, and you don't know it yet.

*The Plumbers look at each other, uneasy.*

**[Max]**: We're getting nowhere. I'll just call Patelliday and straighten everything out.

*A young female Kraaho Plumber with bubblegum-colored hair stretches her right hand and snatches Max's Plumber badge before he can use it, then throws it behind her, far out of Max's reach.*

**[Max]**: (*frowns*) What are you all playing at?

*The Plumbers begin to converge on the Tennysons, except for a humanoid female alien Plumber with pale yellow skin and four tendrils on her head.*

**[Female Alien Plumber]**: Magister Tennyson, we can avoid all this if you and your grandchildren yield.

**[Max]**: You first.

**[Female Alien Plumber]**: No. (*to the other Plumbers*) I want them alive. We need more.

*Gwen and Max adopt battle stances, and Ben presses the button on the Omnitrix. He slams his palm down on its core, not bothering to see which alien he has chosen. A flash of green light covers him and temporarily blinds everyone. When it fades, Eye Guy stands in his place. With some of the Plumbers still disoriented, Eye Guy stretches his chest eye towards two human male Plumbers. The other Plumbers regain their bearings and advance towards the trio, except the female alien Plumber, who watches the battle unfold. Gwen throws several mana discs at three Plumbers in front of her, who dodge them either by swerving or by doing the limbo.*

**[Gwen]**: Freaky.

*Wildvine shapeshifts his arms into whips and enlarges them, lashing at the Plumbers near him to keep them from getting too close. The force sends some of them backwards. Kaboom is knocked to the ground near the unnamed female alien Plumber. She helps him to his feet.*

**[Kaboom]**: (*grunts*) This would be a lot easier if we didn't have to keep up appearances.

**[Female Alien Plumber]**: And risk having them investigate us? I'd rather not risk it. Let them believe what they want to.

*Gwen and Max run out. Wildvine grabs two fruits from his back and throws them, one after the other, in the middle of the room, filling it with smoke. The Plumbers keel over, coughing violently.*

## Noteworthy Events

### Major Events

#### Character Debuts

* Phil Billings (*Missing Pieces* debut)
* Dr. Psychobos (*Missing Pieces* debut)
* Khyber
* Bel Biv Kaboom

## Characters

* Ben Tennyson
* Gwen Tennyson
* Max Tennyson
* Plumbers
	+ Bel Biv Kaboom (first appearance)

### Villains

* Phil Billings (first reappearance)
* Dr. Psychobos (first reappearance)
* Khyber (first appearance)

## Aliens Used

### By Ben

* Feedback (x2)
* Eye Guy (first appearance)

## Continuity

* Ben and Max mention Ben's brief obsession with Ditto from *Divided We Stand*.
* The damage done to the interior of the Mt. Rushmore Plumber Headquarters in *Ben 10 vs. the Negative 10: Part 2* has been repaired.

## Allusions

* This episode is named after the song Wilson (Expensive Mistakes) by Fall Out Boy, which is one of Ulti's favorite songs.
* The last six digits of the code Max inputs to enter Plumber Headquarters, 041808, is a reference to the premiere date of *Ben 10: Alien Force*; April 18, 2008.

## Trivia

* Chronologically, Phil's appearance in this episode precedes his debut in *Bonds*.
* The first part of the episode serves as this timeline's version of the flashback portion of the *Omniverse* episode *Of Predators and Prey: Part 2*. Several differences between this episode and *Of Predators and Prey: Part 2* include:
	+ This episode takes place roughly a month after the original series instead of the following year.
	+ Due to the events of the previous episode, Malware is not affiliated with Khyber and Dr. Psychobos. The details of Khyber and Dr. Psychobos' partnership is also different. In the canon timeline, Dr. Psychobos created the Nemetrix based on an incomplete blueprint of the Omnitrix which Malware obtained, then hired Khyber to retrieve the DNA of various alien predators, with the ultimate goal of killing Azmuth. In this timeline, Khyber hired Dr. Psychobos to create the Nemetrix from scratch while he retrieved the predator DNA. While Khyber only wants to kill Ben, Dr. Psychobos sees it as an opportunity to humiliate Azmuth as well.
	+ Ben, Gwen and Max return to the lake they visited in *Ben 10,000*, instead of being at an unnamed lake.
	+ Ben and Gwen's arguing has been toned down.
	+ Ben only uses Feedback instead of Stinkfly and Feedback.
	+ Ben stays Feedback for longer instead of timing out when Phil does.

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