Ben 10,000 VS Spider-Man 2099
Benny VS Spidey 2.0
Season 3, Episode 8
Vital statistics
Air date 1/20/2018
Written by TheMetallicBlur, Scythe watch
Directed by TheMetallicClur, Scythe watch
Episode guide
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Cartoon Network VS Marvel Comics. The teenage heroes fought before, but the future is now thanks to their future selves. Will Ben be able to beat this guy 10,000 times over? Will Miguel solve 2099 of his problems which include Tennyson? Stay tuned!


(*Cues: Invader - Jim Johnston*)

Technus: The future. Everyone wants to experience it.

Vulkanus: And why not? It has all sorts of cool technologies that make life easier.

Technus: And I definitely wanna be around so I can use its technology to take over the world!

Vulkanus: Unfortunately Technus, you'd have to get past the future's heroes, who are made better by the technology.

Technus: Ben 10,000, Earth's greatest hero.

Vulkanus: And Spider-Man 2099, the future man who can do what a spider can. He's Technus and I'm Vulkanus.

Technus: And its our job to analyze their weapons, armor, and skills to find out who would win a death battle.

Ben 10,000

(*Cues: Armored Crusader - Ben 10: Protector of Earth*)

Technus: Ben Tennyson was a boy on a summer trip with his Grandpa Max and cousin, Gwen. He decided to take a walk and boy, that walk changed everything.

Vulkanus: Turns out he walked into a spot where the Omnitrix landed and he's used that thing for years. Even in his adult stage.

Technus: Because of the whole future thing, instead of wielding the true Omnitrix, he wields the Biomnitrix, two Omnitrixies linked together, allowing Ben 10,000 to turn into fusions of his aliens.

(*Cues: Encephalonus IV - Ben 10 Alien Force: Vilgax Attacks*)

Vulkanus: 'This includes my favorite, Fourmungousuar, a Tetramand/Vaxasaurian hybrid. He possesses as much bulk and strength as Four arms and Humoungousaur.

Technus:  Then there's my favorite, UpRigg, a fusion of Jury Rigg's species and a Galvanic Mecamorph. UpRigg possesses Jury Rigg's ability to assemble technology and Upgrade's ability to fix it. He can also stretch long distances with Upgrade's stretchable limbs.

Vulkanus: And Fourmungousar isn't 10,000's last alien with Humoungasuar's DNA. That honor belongs to Humoungoopsaur, who is super strong and can shapeshift.

Technus: Then there's Crashocker, a hybrid of Crashopper's species and a Gimlinopithecus. Crashocker can release Shocksquatch's electricity when he jumps and is super strong, able to take on and defeat Exo-Skull with ease. He can also jump large distances with Crashopper's legsand can use his head as a battering ram.

Vulkanus: Then there's Big Chuck, a To'Kustar/Gourmand hybrid. Big Chuck possesses superhuman strength from Way Big and the ability to eat solid matter and release back as explosive vomit from Upchuck.

Technus: But then there's his strongest form, Atomic-X, fusion of Atomix's species and a Celestiansapien.

Vulkanus: Atomic-X possesses superhuman strength from Atomix, though that could also be from Alien X, and can teleport and even generate light fusions and black holes by doing absolutely nothing!

(*Cues: Ultimate Combat 2 - Ben 10 Ultimate Alien: Cosmic Destruction*)

Technus: Looks like Luigi's got some competition, and boy, is it fierce! Ben 10,000 has done many feats in his alien forms. In his Fourmungausar forms, he was able to battle Eon, who can go toe-to-toe with XLR8 and Diamondhead at the same time. I don't get how that works but whatever.

Vulkanus: And as Fourmungausar, he can go toe-to-toe with Mad Rath and Benzarro's Snare-Oh. Rath is strong enough to rip apart a military tank and throw its remains like they're nothing and Snare-Oh can go toe-to-toe with Psyphon. Although, that's not very impressive.

Technus: In his Crashocker form, he's skilled and strong enough to take down Exo-Skull, who can take on the likes of Four Arms, who is strong enough to destroy living stone statues with his bare hands.

Vulkanus: Big Chuck is able to defeat many of Eon's Servants and as Atomic-X, he was able to literally launch Vilgax up with a mere flick of his finger.

Technus: But as impressive as that is, the Biomnitrix has one flaw. While it can create many creative fusions, these fusions have less power and skill than their original forms. Big Chuck isn't as strong and big as Way Big, UpRigg isn't as good with machinery as Upgrade or Jury Rigg, Atomic-X's reality warping powers pale in comparison to Alien X's, Fourmungousaur and Humoungoopsaur aren't as strong as Humoungousuar, and Crashoker's voltage is lesser than Shocksquatch's and can't jump as high as Crashopper.

Vulkanus: Well, that's stupid. I heard that Ben built this with his smartest aliens. How is this even possible?

Technus: It's like a human baby. The baby will inhibit some characteristics from the father and some from the mother, but not all, and this is no different. Ben's aliens inhibit some of the alien's potential and skill, but not all of it.

Vulkanus: still, couldn't he have modified that? It's stupid!

Technus: Yeah. Thankfully, Ben 10,000 is no slouch in battle no matter his form.

Ben 10,000: Let me guess, some kind of crosstime doomsday threat that only wearers of the Omnitrix can stop.

Gwen 10: Guess this Ben had a brain transplant at some point.

No Watch Ben, Ben 23, Ben 10,000: (in unison) Dweeb.

Spider-Man 2099

(*Cues: *)

Scythe: In the distant future of 2099, Miguel O’Hara was a worker al Alcamax, working to recreate the Spider-Man

Soul: But everything went horribly wrong. Instead of creating a new Spider-Man, he became him. Spider-Man 2099: Background

  • Full name: Miguel O'Hara
  • Height: 5’ 11”
  • Weight: 170 lbs (77kg)
  • Genetically enhanced human
  • Powers where gained unintentionally
  • Suit is actually black, not blue. Common misconception.

Scythe: Actually, it isn’t that simple. After his boss got him hooked on a life-threatening drug, he tried using his DNA alterer to fix himself. A jealous co-worker swapped out Miguel’s DNA for their Spider DNA, so when Miguel turned the device on, it turned him into the hero of the future: Spider-Man 2099...though at first he didn’t want to.

Soul: But once he got around to it, he was kicking a hole lotta ass. He's got enhanced, strength, speed, and agility, but oddly no Spider-Sense.

Spider-Man 2099: Powers

  • Superhuman strength, speed, agility, durability, and senses
  • Fangs
  • Talons
  • Organic Webbing
  • Enhanced healing

Scythe: He also doesn’t have web shooters, instead his webbing is completely organic, similar to that of the Venom Symbiote. Because of this, Miguel doesn’t run the risk of running out of webbing. He has enhanced healing, however his strangest abilities are his retractable talons and poisonous fangs  that are relatively sharp. He’s also able to lift some incredible things, including helping Peter Parker Spider-Man hold up a giant antenna.

LYla: background

  • Nickname: LYla
  • Wrist mounted for portability
  • Nanosecond timing capability
  • 360 degree recording & monitoring
  • Can cast holograms
  • Superb hacking ability

Soul: LYla is Miguel's A.I. partner, kinda like Jarvis, providing Miguel with tactis and information when needed. Even without LYla, Spidey 2099 is a serious badass.

Spider-Man 2099: feats

  • Ripped a tank in half
  • Hacked the Alchemax security computer
  • Lifted Mjolnir
  • Held up building piece with Peter Parker Spider-Man
  • Defeated Venom, Hulk 2099, the Whizzer, and a wannabe Thor

Scythe: Miguel has shown he is incredibly strong, fast, and durable. He’s strong enough to rip a tank in half. Keep in mind the average tank is made of Titanium, which commonly weighs about 281 pounds. He’s able to tank a shotgun blast to the tank, and lifted Mjolnir. AKA Thor’s hammer.

Soul: Holy shit, does this guy have any limits?

Scythe: Actually, yes. Everyone does

Spider-Man 2099

  • Eyes in incredibly sensitive to sunlight
  • Stamina, strength, and durability has its limits
  • Lacks a Spider-Sense
  • Can get overelient of LYla at times
  • LYla was not originally built for combat

Scythe: His body does have it’s limits. He’s incredibly sensitive to sunlight, he lacks the overpowered Spider-Sense, and he can be kinda overelient on LYla, LYla herself was not always meant to work in combat.

Soul: But still, you don't fuck around with Spider-Man 2099. He'll kick your shit and probably claw his eyes out...hey, wait a second. Why are we here?

Scythe: A friend of mine asked us to help out with Spider-Man 2099 VS Ben 10,00, as a sequel to our Ben 10 VS Spider-Man.

Soul: I'm down!

Spider-Man 2099: We're almost out of time

Spider-Man: Until what?

Spider-Man 2099: Your death.

Pre-Death Battle

Technus: Alright. The combatants are set. Let's end this debate once and for all!

Vulkanus: but first, I have a question.

Technus: What?

Vulkanus: Who are these guys named Scythe and Soul?

???: They're friends of mine who are helping out with this fight as a sequel to their Ben 10 VS Spider-Man fight.

Technus: Show yourself!

TheMetallicBlur: Very well, Technus.

Vulkanus: Who are you?

TheMetallicBlur: I'm the host. Now do your thing!

Vulkanus: Fine. It's time for a collaborated DEATH BATTTTTTTTTTTTTTTTTTTLLLLLLLLLLLLLLLLLEEEEEEEEEEEEEEE!!!!!!!!!!!!!!!!!!!!!

Death Battle

(*Cues: Welcome to Pain Factor - Spider-Man: Shattered Dimensions*)

Ben 10,000 was flying around the city as Atomic-X looking for Kai. Atmoic-X stopped and yelled.

Atomic-X: I knew I shouldn't have taken that left turn at Albuquerque. I made the same mistake 30 years ago.

Ben flew down and turned into his human form. He noticed what looked like some kind of Day of the Dead costume weaving around.

Ben 10,000: That looks pretty suspicious. UpRigg!

Ben 10,000 transformed into UpRigg and noticed a car and turned it into a flying car with all sorts of weapons. UpRigg started flying and gave chase to Spider-Man 2099.

UpRigg: Hey! In case you're not aware, Day of the Dead is usually celebrated in Mexico!

Spider-Man 2099: In that case, I'm sure your death will be celebrated by the time it comes.


(*Cues: VS Hobglobin: Unfriendly Skies - Spider-Man: Shattered Dimensions*)

UpRigg slammed his car into 2099 and fired all sorts of lasers at him, blasting him into a wall than he clung onto. UpRigg proceeded to slam his car into Miguel, but he dodged and grabbed UpRigg and slammed him down.

UpRigg: Humoungoopsaur!

UpRigg transformed into Humoungoopsaur in front of Miguel's eyes and punched him through the street.

Spider-Man 2099: What are you? A shapeshifter? How'd you do that?

Humoungoopsaur: In order. One, I'm Ben 10,000, Earth's greatest hero. Two, yes. And three, I wield a special device called the Biomnitrix.

Spider-Man 2099: LYla, can you recognize his technology and form?

LYla: I'm not sure about the technology or the form. I can try to hack it.

LYla attempted to try and hack the Biomnitrix, causing all sorts of weird sounds.

Houmugoopsaur: A hack, huh? UpRigg!

Humoungoopsaur transformed into UpRigg and ran towards Miguel, activated some electricity and shocked him, shorting out LYla.

Spider-Man 2099: LYla? LYla? Alright, you're dead!

(*Cues: Base Battle - Ben 10: Omniverse*)

UpRigg: Fourmungousar!

UpRigg turned into Fourmungausar and uppercut him super hard. Miguel webbed the ground and pulled himself down to attack, but Fourmungasaur punched him and Miguel braced for impact. O'Hara fired some webs at Fourmungousaur, immoblizing him. Miguel then webbed Fourmungousaur and reeled onto him and kicked him back. Fourmungousaur struggled to get out and Miguel jumped onto him and started punching him.

Fourmungousaur: Humoungoopsaur!

Fourmoungoopsaur turned into Humoungoopsaur and absorbed Miguel and his webbing and expunged them from him, sticking Miguel to a wall with his own webs and some slime. Humoungoopasur then started punching Spider-Man 2099 in a fashion similar to the Gomu Gomu No Gatling through a wall. Miguel came out all covered in webbing.

Humoungoopsaur: Big Chuck!

Miguel swung over to Big Chuck, but Big Chuck punched him to the floor and grabbed Miguel with his tongues and swallowed him, but Miguel started slashing his insides, forcing Big Chuck to spit him out and groan in pain.

Big Chuck: Ugh. I'm gonna make you feel some indigestion. Inside-Out edition.

Spider-Man 2099: That didn't make any sense.

Big Chuck grabbed Miguel's hands and feet with his tongue and threw him into a wall and then grabbed his ankle and slammed him into the street.

Big Chuck: Crashocker!

Big Chuck turned into Crashocker and jumped up and landed on Miguel while emitting electricity.

Crashocker: Fourmungousaur!

Crashocker turned into Fourmungousaur and proceeeded to rip off Miguel's arms and legs and then knocked his head out of place. Fourmungousar turned into Atomic-X.

Atomic-X: Atomic-X!

He then teleported away.



Soul: And Tennyson squashes another spider. Rather obvious if I do say so myself.

Scythe: While Miguel himself was defiantly more intelligent than Ben, and he was technically more agile. That was about all he had. Sure, LYla could help provide Miguel with extra information, however, Ben wins for a few simple reasons.

Soul: Spidey 2099 could, at most, destroy a likely 281 pound tank. Ben 10,000 is able to reach levels that surpass that with pretty much all transformations, like Fourmungouar who can Harm Maltrent. Uprigg was tech smart enough to disable LYla, as he was half galvanic mechamorph. Let's not forget Atomic-x. While not as OP As Atmonix or Alien-X, it still blows Spidey 2099.

Scythe: It should also be remembered that while Spider-Man 2099 is a different person from Peter Parker, Ben 10'000 is the original Ben Tennyson, who's been facing much greater threats than Miguel sense he was 10.


Scythe: Actually, according to the Ben 10 wiki, while you do need both gauntlets to fuse aliens, using only one would turn Ben into one of his many original aliens, pretty much all of them being able to wipe Miguel away. And it's unlikely Miguel would last to long without a Spider-Sense. Once LYla went down, Ben was clean to go in and finish things.

Soul: Miguel really fell apart, limb by limb. To bad he couldn't keep his head in the game.


Scythe: The winner is Ben 10,000.

Advantages and Disadvantages

Ben 10,000 - Winner

  • +More experienced
  • +More combat smart
  • +Spidermonkey, one of Ben's aliens, shares similarities with Miguel
  • +Humoungoopsaur's liquid body rendered Miguel's posion bite useless
  • +Fourmoungousaur has defeated people with Miguel's manner of strength
  • +Atomic-X was overkill
  • -Not many decent ways to take down Miguel
  • -UpRigg was not a good combat alien
  • -Original Omnitrix has been hacked before.
  • -Big Chuck couldn't swallow Miguel without risk of internal pain.

Spider-Man 2099 - Loser

  • +More agile than most aliens
  • +Webbing could hold some aliens
  • +Has battled people as strong as, if not, stronger, than many of Ben's powerhouses
  • +Crashocker's voltage was lesser than Electro 2099's
  • -Less experienced
  • -Less combat smart
  • -LYla could be shorted out by UpRigg
  • -Humoungoopsaur rendered Miguel's physical abilities useless
  • -Fourmoungousar has beaten people with Miguel's strength
  • -Atomic-X was overkill