In Charm's Way

{EpisodeInfoBox}
 * episode name = In Charm's Way
 * image = 1012562-picture_45_super-1-.jpg
 * original broadcast = November 13, 2009
 * series = Ben 10: Alien Force
 * season = 3
 * episode number = 35
 * overall episode number = 87
 * written by = Peter David
 * directed by = John Fang Rick Morales
 * prev = If All Else Fails
 * next = Ghost Town}}

In Charm's Way is the thirty-fifth episode of Ben 10: Alien Force.

Plot
Having an outing together at the beach, Kevin is not enjoying his time. A kid accidentally throws his ball to Kevin and hits him on the head much to his annoyance. When he asks for it back, Kevin bursts the ball without remorse and sarcastically saying "Here you go." After the kid and her friend stomp off angrily, Ben tries to cheer Kevin up and apparently wants him to cool off. Gwen steps in and calms him down, but unexpectedly the beach spectators go wild and they find out that the commotion was caused by one of Charmcaster's stone creatures. The trio tries to hold him off but it is immune to Gwen's attacks. Accidentally, one of her energy disks is reflected back hitting Kevin's ID mask, breaking it (and making him even angrier in the process). Ben transforms into Goop and tries but his attempts are to no avail. Just then a vortex appears then sucks the monster in. Ben complimented Gwen on the vortex and she replied it wasn't her doing. The kid with the destroyed ball earlier confronts Kevin and says he understands why he did what he did, telling him he was just a monster beneath the heroics. Gwen tries to comfort Kevin after the kid walks off but Kevin talks to her her rudely saying that she doesn't do much of anything. At the nearby cave, Charmcaster sees everything that happened and voices her deep hatred for Gwen. Since Gwen took her spell book, she was going to take what's precious from her as well referring to Kevin.

After fixing his ID mask and is about to eat a burger a tennis ball hits his head and he drops his burger. A beautiful blond girl runs there to apologize and then introduces herself as Caroline. She tries to lure Kevin to her, but Kevin states that he's seeing someone. Clearly ticked off, Caroline tries again. When Kevin goes to his car, Caroline speaks about his car and it is to Kevin's astonishment that she loves cars so they both ride together as Kevin is giving in. While waiting at a traffic light, a kid distracted by his toy almost gets hit by a truck. Kevin wants to help but Caroline displays her powers and saves the kid. Caroline leads Kevin to the beach telling him a fake life story in an attempt to make him care.

She tells him that she know what's inside and takes his ID mask off. To the point where the conversation leads to Caroline pursuing to be his girlfriend instead of Gwen, she tells him she would not care about his outer appearance and that she only cares about the inside. She blames Gwen for not fixing him back for selfish reasons, as no girl would want Kevin with the mutation. Persuading him even more, she tells Kevin if she were his girlfriend she would spend every of her time helping him return to normal. She also grows jealous when Kevin states that she has magic but Gwen is made of magic. Caroline kisses Kevin then putting him in a trance and changing back to herself, Charmcaster. She orders Kevin to bring Gwen to the planetarium by midnight as she wants to put her plans into action to gain Gwen's power using the full blaze of the moonlight to steal it. An amulet was given to Kevin as the mind controlling device. Kevin goes off presumably to complete his orders.

Ben and Gwen sat on the porch of Gwen's house having a conversation in which Gwen defends Kevin's action. Ben then asks if she would like to go to Mr. Smoothy but Gwen turns down the offer as she was going to hit the books every night. Kevin then arrives and tries to make Gwen to come with him, using various events as excuses. Gwen refuses each one, while Ben gets excited about them and starts rambling on incoherently. Then Kevin carries her over the shoulder and tries to take her with him by force, also knocking Ben into the garbage can. Clearly feeling an unusual situation, Ben transform into Diamondhead and tries to hold him off. It is more than a match as his Omnitrix goes off, but Gwen realizes the amulet and tells Ben to take it off which he does. Gwen then pins him to a tree. Kevin goes back to normal and Gwen and Ben fills him in while he tells his story.

Identifying the girl as Charmcaster, Gwen is furious when Kevin blurts out that they kissed. Though they clearly knew it was a trap, Gwen insists they'd be there by the planetarium. Gwen gets past the rock minions while Kevin and Ben fights them. Charmcaster is waiting inside. Upon seeing each other Charmcaster sarcastically comments on Gwen's hair and they begin a battle. Their Mana comes clashing in the middle point and with effort Gwen overpowered her. Turns out Charmcaster wants Gwen to step into some runes to trap her, and the roof opens to reveal the full moon. The full blaze of the moon light then helps Charmcaster's plans. She then lifts Gwen up and starts draining her powers to be in her possession. She comments that Kevin wasn't kidding Gwen is really full of mana. She drains all her energy and Gwen falls to the floor unconscious.

Kevin and Ben don't stand a chance against the rock minions as they are enhanced. Charmcaster suddenly appears and says to not bother anymore as she has what she needs. When Kevin demands to know where Gwen is Charmcaster says that they are all powerless to stop her then disappears after laughing in triumph. Ben and Kevin goes in to find Gwen getting up. Gwen and Kevin get into a verbal fight where Kevin blames Gwen again for not making him return to normal as no other girl would want him. Gwen ends the fight by saying that they're not having this conversation and she needs to get Charmcaster. Kevin goes off which somewhat implies their break up.

On the roof top of a building Kevin tells Charmcaster that he wasn't loyal to the Tennysons after being told that Charmcaster has no interest in dating the good guys. Kevin implies that what she said earlier was true and that it made sense. He tells her that he helps Ben so just he could get closer to Gwen in which he implies doesn't matter to him anymore. He tricks Charmcaster when he mentions the amount of power Gwen still possess, making Charmcaster want to confront Gwen again, Charmcaster believes she supposedly drained Gwen dry and that any power Gwen has left belongs to her.

Gwen and Ben are drinking smoothies at Mr. Smoothies when Charmcaster comes with Kevin and her rock minions. She scans Gwen of any mana left in her, but realizes Kevin had tricked her when she finds none. She angrily summons a vehicle to come alive and attack Kevin, and makes Mr. Smoothy come to life to attack Ben. Ben is grateful that he can turn to Murk Upchuck thus drinking the smoothy. Charmcaster sends her rock minions to attack Gwen. With no powers, Gwen uses her karate and gymnastic skills to handle them, challenging Charmcaster to a one on one fist fight. Charmcaster nonchalantly refuses, opting to kill Gwen with a destructive bolt of energy. Gwen lets herself get hit and powers herself up, turning the tables by casting a spell to gain back her powers, to Charmcaster's horror. Gwen overpowers Charmcaster's bolt of mana, and hits Charmcaster's hand. In a burst of pain, Charmcaster backs down her hand and it hits her chest.

To Charmcaster's horror, Gwen drains Charmcaster's powers and the power Charmcaster stole earlier. Gwen remarks that Charmcaster's problem is that she only relies on her magic whereas magic is only one aspect to whom Gwen is while Gwen is draining Charmcaster. Powerless, Charmcaster begs for help from her rock monsters to make one last stand against Gwen (By this point, Charmcaster knew it was over for her). Gwen conjures a vortex to suck them inside. Charmcaster hold on to her minions and blaming them as well, her minions disobey her though and let go of the pole that it was holding, and then gets suck into the vortex in defeat. Kevin comes by and comments that it was good timing Gwen took care of Charmcaster as he is having difficulties with the mad vehicle, admitting it was embarrassing. Meanwhile, Ben then throws up smoothy gunk on Kevin to which he says was much of an embarrassment to Gwen while she slightly smiled at him.

Kevin and Ben go to the beach to wash up. Kevin asks where Gwen is, but Ben says that she went home and that he hurt her pretty bad. Kevin replies that it was unlikely for Gwen to be the one whose hurt as he's the one who looks like this. Furious, Ben angrily reveals that Gwen has actually been devoting every moment of her spare time to looking through her spell books in order to find a cure for Kevin's condition ever since the accident. Kevin is taken aback, wondering why Gwen didn't tell him; Ben retorts, "Should she have had to?" before storming off, leaving Kevin in a state of deep regret.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin

Villains

 * Charmcaster (first appearance in Alien Force)
 * Charmcaster's Stone Creatures
 * Kevin (briefly)
 * Mr. Smoothy mascot (brought to life by Charmcaster)

Aliens Used

 * Goop (accidental transformation; selected alien was Way Big)
 * Diamondhead (accidental transformation; selected alien was Humungousaur)
 * Murk Upchuck

Spells Used

 * Ocktoon - gives life to anything the sorcerer or sorceress desires (used by Charmcaster)
 * Ocktoon Eradiko - gives life to a picture or drawing (used by Charmcaster)
 * Reverto Maeos Opsmihi - helps the magician regain their magical abilities and powers if drained from them (used by Gwen)

Errors

 * Ben says "Goop? I wanted Way Big!", but when he transforms, the Goop hologram is showing.
 * As revealed in Where the Magic Happens, Charmcaster doesn't believe in mana. But in this episode, she says to Gwen You're filled with mana!.
 * When Kevin hits Charmcaster's Rock Creature off of himself, for just a split second, part of the creature's head is yellow.
 * When Ben tries to go alien near the planetarium and sees the Omnitrix recharging, the dial of the Omnitrix is facing him from his perspective, but in the next scene, it's sideways.
 * Even when in her normal form, Hope has blue eyes for most of the episode.

Allusions

 * The episode title is a reference to the 1965 war film, In Harm's Way.
 * Charmcaster's disguise of "Caroline" seems to resemble her voice actress Kari Walhgren.
 * Charmcaster's new look is a resemblance to Enchantress from Marvel's Thor.

Trivia

 * Kevin and Charmcaster shared their first kiss.