(Spider-Man was completely furious about his plan failing, besides the fact Doctor Doom was backstabbing him and people started protesting against his government. At the Avengers Tower, the regime members (except for Ben 10, Frisk and Return IX) are seen discussing about the newfound insurrection.)

Sonic: That bastard brother of mine... he and his friends have incited quite an insurrection.

Sigma: We must surpress this human filth. If the humans get their freewill back...

I. Patriot: The world will be drowned in anarchy. It cannot be allowed to spread.

(Spider-Man is seen sitting in his chair, hearing the entire discussion, and only then he speaks.)

Spider-Man: I made them safe. Shielded them. They're supposed to be grateful, to appreciate my protection. But no. They simply whine, argue, complain, side with likes of Jameson and Bruce, keep calling me irresponsible.

(Then he gets up from his chair.)

Spider-Man: If they prefer chaos, I'll give it to them.

(Then Ben 10, Frisk and Return IX finally come in)

Spider-Man: New York and Gotham. I'm gonna wreck them, set an example. And then I'm finding the dimensions where those who are helping the Insurgency came. They will all pay for interfering.

(Frisk doesn't seem to be pleased with the idea.)

Frisk: Wait a second. Are we really going to do this? Wipe out major cities? Invade worlds in other dimensions?

Spider-Man: You have a problem by any chance, Frisk?

Frisk: Of course I do, Peter. That's actually crazy. We're going too far.

C. Marvel: The fact they decided to support a sensationalist like Jameson just proves that mankind is incapable of self-rule. We will preserve order, even if it means destroying people, including those from Latveria.

(Ben 10 tries to save Frisk, but IX stops him, knowing what would happen next.)

Frisk: You just don't get it, do you? There should be limits, even on us, especially on us.

Spider-Man: ENOUGH!

Frisk: NO! We can't do this! Have you all gone nuts like Sigma and Norman? Mary Jane would never want...

(Enraged about the mention of Mary Jane, Spider-Man pierces through Frisk's chest, rips off his heart and crushes it with his own hand, leaving everyone shocked, except for a few. As Frisk drops dead, Spider-Man turns to the rest.)

Spider-Man: Anyone wants to share his fate?

(Ben 10 clenches his fists for not saving Frisk, but then he hesitates to say something.)

Spider-Man: Sonic, Tommy. Take control of all media broadcast. I want everyone to see this. Noel, Carol, Norman, you're with me. Sigma, go to Latveria and prepare your ground forces. Ben, IX, get Venom ready.

(Then he give a last look at Frisk's corpse, showing no remorse. Then everyone leaves, except for Ben 10 and Return IX. Red Hood comes in.)

IX: Take him outside.

Red Hood: I'll give him a proper grave at least.

(While Return IX started working on Venom, Ben 10 silently pays his last homages to Frisk, and then nods to Red Hood, who takes him away.)

Ben 10: He's right. That's not what we're signed for.

IX: We're doing our job, eliminating crime.

Ben 10: Frisk wasn't a criminal.

IX: A casualty of war, acceptable losses.

Ben 10: ACCEPTABLE? JUST LIKE ZERO?

(Then Return IX stops working and turns to Ben 10.)

Ben 10: During years, I allowed myself to believe we were doing things right. But it turns out we're not. That's enough for me. I'm done.

IX: Hold on, do you have a death wish? There's no "done".

Ben 10: Maybe not for you. Goodbye, X.

IX: (charges his buster) You can't leave.

(Return IX shoots, but Ben activates his Omnitrix and becomes Rath.)

Ben 10: (grabs IX's head) Let me tell you something, robot boy. From now on, neither you nor the arachnid boy will boss me around anymore.

(Ben 10 throws Return IX down and tries to leave, but the reploid shoots the door.)

IX: Ben, don't make me do this!

(Having no other choice, Ben 10decides to fight his former friend. Return IX didn't use much of his power in order to change Ben's mind in fear of Spider-Man's wrath after what happens to the late Frisk. This, of course, works as even his best aliens, Ben was no match against him. So as he was fallen down again, Ben gives up and apologizes for what he says. IX stops and was relieve he finally comes to his senses and suggest to find another choice to his problem. Ben agrees and asks him to help him up. As soon IX holds his hand up to make him stand straight, Ben says thanks and all the sudden, without warning, Ben transforms into XLR8 and manages to hit IX with his sonic speed, knocking him down unconscious as Ben apologizes for doing that.)

Ben 10: Sorry, IX. But you gave me no other option.

Red Hood: HEY!

(Ben 10 sees an enraged Red Hood)

Red Hood: What did you do to him? (draws his pistols) If you're planning to join Bruce, then I'll have to execute you myself.

Ben 10: Don't try it, Jason.

(Enraged about being called by his real name, Red Hood simply shoots like crazy as his anger prevents him from noticing that Ben took a superpill. Once Jason runs out of ammo, Ben becomes Four Arms, tackles Red Hood and he starts beating him until he can't anymore. Ben then stops once he knocks Red Hood out, breaking his mask, and bruising his face to the point it starts bleeding.)

Ben 10: If you hadn't let your anger consume you, you would still have honor.

(Then Ben 10 becomes XLR8 and escapes the Avengers Tower. What the Regime members don't know is that Ben 10 has secretly planted a bug (that he secretly stolen from Batman years ago) onto Ultraman Ginga's body before they bid farewell back at the Watchtower. He was about to sell the Insurgents out, but after the death of his friend, he changes his mind and decides to keep it for himself. Of course he knew sooner or later the Regime would find their hideout after Doctor Doom's betrayal so he needs to tell them as quick as possible. He goes near Gotham, but sees a pillar of purple light in a valley, probably in Latveria.)

Ben 10: Time for a detour.

(It turns out that Sigma has already prepared his forces as he makes his speech to his fellow Regime soldiers while Ben 10 hides behind one of the Regime trucks to hear it.)

Sigma: Those I've gathered here are the elite. The best and bravest soldiers the humans offer. Yours is a heroic mission. It requires that you transcend your humanity. Embody the highest One Web principles: Obedience. Order. Control. But those who defy the High Councilor's commands. They will be executed without qualm or hesitation.

(Then Sigma shows the Fantastic Four, Powergirl and Rogue brought by the guards to be executed.)

Ben 10: (whispers) Man, he loves to hear himself talk.

Sigma: Firing squad, assemble. Show them the consequences of disobeying the High Councilor.

(The firing squad did as they were told as they were about to shoot them.)

Ben 10: I don't think so.

(Ben 10 becomes XLR8 again, and he manages to disarm every soldier’s guns away while standing tall near Sigma.)

Ben 10: Now then, Sigma. Enough talk.

(Sigma then teleports off.)

Powergirl: Ben, behind you.

(Sigma grabs Ben from behind)

Sigma: Yeah, quite enough.

(Then Sigma teleports off, taking Ben with him. Then Powergirl uses her remaining strength and manages to break the cuffs, and then proceeds to free the rest. Meanwhile, Sigma teleports himself and Ben to Castle Doom before throwing him down.)

Sigma: Desertion, Ben? Poor timing, don't you think?

Ben 10: You're right, Sigma. I should've done it sooner.

(Sigma wasted no time making a scene near the abandoned Castle Doomguy but Ben 10 resorts to using Upgrade to hack his body and knock him out cold as Sigma did not expect to get hacked that fast by Ben, let alone any human being.)

Ben 10: Hmm. I can't just leave you here.

(Then The Thing comes in and breaks Sigma's body into pieces while Ben 10 simply goes away.)

The Thing: This will teach him.

H. Torch: Yeah, now we need to get to our friends before... (looks to see that Ben 10 is gone) he... does...

(At the Insurgency base, Kevin Levin is seen washing his car.)

Kevin: How do you like it? Perfect as usual.

(Then Ben 10 comes in and sees Kevin.)

Ben 10: Oh my god, is that you, Kevin?

Kevin: (not turning around) In the flesh.

Ben 10: Where's Batman?

Kevin: Off somewhere, not being a murderer.

Ben 10: I thought you'd hit me.

Kevin: You should be worried about her instead.

Ben 10: Her?

(Then Ben 10 sees Gwen Tennyson, who simply shackles him, and them slams him twice before sending him to hit a wall.)

Gwen: You've got some nerve to come here after everything you've done.

(Gwen was obviously not happy to see her cousin, especially after he joined the Regime during five years. Then Ben has no other choice but to fight. In contrast with his past fights with his cousin, Ben defeats Gwen in a heated battle.)

Ben 10: That's enough, Gwen. I'm not your enemy anymore.

(Ben approaches Gwen and extends his hand to help her up. Then the six insurgents come in.)

Powergirl: Please, Gwen. Ben is not here to fight. Or at least he wasn't. But please, let him help you.

(Gwen thinks for some seconds, and then decides to let her cousin help her up.)

Ben 10: Okay, you guys need to listen what I have to say.

Batman: We're listening.

(Then Batman and the Insurgency are seen gathered.)

(To be continued)