A Change of Face

A Change of Face is the twenty-nineth episode of Ben 10.

Plot
Gwen and Grandpa Max are outside, and they're dressed as pilgrims. They seem to be waiting for Ben. Ben comes out, and he complains about the outfit he’s wearing. Grandpa Max tells him that it's a way to learn a little bit of Massachusetts’ history as they walk around the city. Two kids are taking pictures of a statue, and as the Tennysons pass by, Ben catches their attention. They both run to him and take a few picture shots of him. Ben doesn’t like how it’s going along so far. While Ben continues to complain about his outfit, an explosion in a nearby building occurs. Grandpa Max tells him he can change now, and he selects Stinkfly as his hero. In the smoke, Charmcaster appears, and she has returned to take her revenge on Ben.

Stinkfly comes to the rescue, and he uses his thick mucus slime to take out the fire to save the people inside the burning building. Charmcaster sees Stinkfly and she seems to be targeting for him. She takes out a few of her magical grenades from her magic sack, and creates a fire to attract Stinkfly. Stinkfly flies in closer and closer, and Charmcaster readies herself. As Stinkfly looks at himself in a broken glass mirror complaining about the hat, Charmcaster chants a spell that affects the host and another. She directs it to Stinkfly as he flies away as fast as he can, but no luck, he's trapped by the spell that draws him closer.

As Gwen tries to calm a horse down, it runs off and Gwen gets on it. Up ahead, Charmcaster and Stinkfly get closer, but before the spell brought them together, the horse ran through it, causing Gwen to replace Stinkfly inside the bubble. Charmcaster finds that the spell can't be stopped, and the bubbles combined within each other. The effect caused them to fly out toward opposite directions. Charmcaster catches herself in a mirror, and points at the reflection. She looks around that she’s nowhere to be seen. As Charmcaster fools around a bit, Gwen in the alley is shocked. Charmcaster soon enough finds out that it is really her, and they have swapped bodies with each other. Gwen is inside Charmcaster’s body, while Charmcaster resides inside hers.

As the confusion continues to puzzle her, Gwen’s attention is turned to Grandpa Max and Stinkfly trying to calm down the horse dragging the carriage she was on. She runs towards them to tell them what happened. Charmcaster on the other hand, decides to try and stop her, and punches her so hard that it pushes her back to a nearby tree. Stinkfly transforms back to Ben, and lands safely onto the horse’s back. As Charmcaster tries to imitate Gwen’s personality to cover hers, Gwen tries to tell them that they’ve switched bodies. Their remarks confuse them, and Charmcaster punches Gwen back down. The officers come to take Gwen away to Juvie, and Charmcaster has all the time she needs to plan out a way to take possession of the Omnitrix.

Near a boat dock, Charmcaster questions Ben how the Omnitrix works. Ben answers her, though with confusion about her sudden interest in the device. Ben tells her that she's usually interested in magical subjects. Ben suspects that she’s trying to fool him again, and calls her a freak. Charmcaster grabs his leg and twists his foot. Not only that Ben realizes that Gwen’s trying to get him back for something, but now he thinks she’s lost her mind. Grandpa Max heads out the RV to see what the two have been arguing over again. Immediately, Charmcaster shows a kindness of herself, and Ben becomes even more puzzled than ever before. Charmcaster tells them that she is going to cook up something to make it up to what she has done.

At juvie, Gwen is taken inside the cell. As she tries to get through the officer’s mind, she realizes that there's no way to get out. Gwen sits down and slumps, although she notices something up her sleeve. It seems that she still has Charmcaster’s things, and it may help her later on. Two women come in, and one of them is referred to as Pinky, and she has curled hair, and a band on her forehead, and the other is Missy and she has straight hair, and she wears a necklace. They refer to her as princess, and they state the rules she must follow: Rule 1: Pinky is in charge so what she says goes, and rule 2: obey rule 1 otherwise she’ll be due for a beating.

Charmcaster sets down her bag of ingredients on a nearby truck, and she asks for sea urchin eggs at an outside seafood vendor. Grandpa Max takes a glance of the shopping list, and he seems to be very interested in what she plans to cook up. The vendor is surprised that she would be asking for such a delicacy, and tells her that the ingredients in front of her is all he has. This angers Charmcaster, and she chants a spell which brought the octopi back to life. As the vendor struggles to take the octopi off, two men steal his truck away, which held Charmcaster’s ingredients. Ben tries to transform to XLR8, but instead to Diamondhead. Luckily they found nearby scooters, but it needed keys. Charmcaster casts a spell on it and it looks like they don’t need the keys to ignite them after all.

The two men seem to have taken the truck for profit, and behind them, they notice that Diamondhead and Charmcaster are following them. They try to outrun them, which causes Diamondhead to lose control. He crashes onto a series of different obstacles in the park, and his weight eventually causes him to be thrown off into a dumpster. Diamondhead tries another way to get back in the action, and this time, he tries an overhead attack. Unfortunately, he loses balance and is headed straight into the middle of traffic.

He uses his diamond shards to avoid it by creating a small ramp that he can glide on, and uses the same method to get across. The men find Charmcaster nowhere, but they only find her inside their truck. She tells them that they picked the wrong little girl. The men are crying out for help as Charmcaster laughs at their attempt to try and take the lobsters off of them. Diamondhead tells her that they should help them out, but she tells him they should let them suffer for stealing her ingredients. Charmcaster walks off and tells Diamondhead that they still have a lot of shopping to do.

In the cafeteria of the juvie, it's lunchtime, and Gwen is given a tray of yellowish goop. She asks the server if they have anything that’s organic, and the lunch lady gives her something that "she’s grown herself." She sticks a finger inside her ear and mixes the earwax into her already disgusting food. The lunch lady tells her that she has more and Gwen should come back for seconds. As Gwen continues to be miserable, she notices a book of spells in her coat. She reads a body transference spell, and it was the one that caused their mishap. At first, she questions herself why Charmcaster would switch with her, but now she knows that Charmcaster intended to switch with Ben. Pinky and Missy come up to her and tell her to show them what she has in hand. She declares a food fight and the whole cafeteria becomes a rampage of women prisoners throwing the goop at each other. Missy tries to tackle Gwen but Gwen dodges and Missy lands in a strong woman prisoner's lunch angering the woman prisoner that throws goop at Missy, but Missy ducks and the goop hits Pinky instead. Gwen attempts to avoid being involved with the fight, although Pinky comes up to her and tells her to hand the book over. Gwen takes out the mysterious eggs and hatch out magical birds that attack her. Same goes for the group of women led by Missy that try to attack her from behind. The lunch lady is angered by Gwen’s behavior, and Gwen chants a spell that makes her utensils come alive and the lunch lady becomes afraid of Gwen and falls into the trash can. Her performance is praised by Pinky and Missy and the other prisoners, but unfortunately, an officer comes in to bring her back to her cell.

Ben asks Grandpa Max if he notices anything weird with Gwen’s behavior lately, but Grandpa Max doesn’t seem to be bothered by it. Charmcaster comes out from the store to show them that she’s finally got the last ingredient. Grandpa Max takes a look at the box of sea urchin eggs. He says that they must have been very expensive, but she says that she sweet talked them in to giving her a good deal, though she tied up the two sellers inside to get them.

At the juvie, Gwen, Pinky, and Missy are busy cleaning up the mess from the food fight. Pinky seems to accept Gwen as a friend now. Gwen tells her that they need to find a way out, and notices the drain in the floor. She tells Pinky and Missy to make a distraction while she attempts to open up the drain on the floor. Gwen uses one of her magic bombs to blow it. The three jump down the hole, and Charmcaster’s sack hops out from a room to get to her. They reach a point where they're blocked by bars, and Charmcaster’s bag comes in, bringing in more of the egg bombs she can use. As she blows up the bars, Gwen asks the two if they're willing to give up a life of crime. Unfortunately, they say that they have to make up for lost time. Instead of letting them follow her, she releases two stone statues that block their way and Pinky and Missy become afraid of the stone statues and Pinky and Missy flee in terror into the cops. Pinky is angered, and hopes to take her revenge on Gwen the next time they meet.

At the RV later that night, Ben comes out of the RV and is disgusted by the smell of the “dinner” Charmcaster is cooking up. Ben catches Gwen at the top of the stairs, and gets ready to transform into an alien. Before he can even activate the Omnitrix, her stone beasts hold him down and Gwen tries to get into his head that she’s really Gwen in Charmcaster’s body. Ben seems to realize more of "Gwen"’s sudden change in behavior. Charmcaster and Grandpa Max find Gwen and Ben. More and more confusion ends up, though Gwen tries to clear it up by asking Charmcaster a question about Ben’s teddy bear. Ben blurts out the answer in embarrassment. As Gwen continues to quarrel with Ben, Ben realizes that it really is Gwen, and Charmcaster finally gets out from being kind. Gwen tries to constrict her, but her own spells against her seems to be a useless tactic. Charmcaster chants the transfer spell again, hoping that it would finally get her to reach her purpose, but she ends up back into her own body. Gwen and Ben seem to be all right, but this time, they swapped bodies.

Ben and Gwen are too busy arguing with each other about their body switching with each other. Ben tries to transform into an alien, but he realizes that he does not have the Omnitrix. The Tennysons try to run away from Charmcaster as she tries to take them down. Unfortunately, Gwen struggles to activate the Omnitrix, and they were all taken hostage.

At a ship, Grandpa Max is all tied up while Charmcaster finishes up preparing for another attempt with the spell. Gwen and Ben are held under the ship, and Ben complains why gwen has to use fruity smelling lip balm and lotion. Gwen realizes that she left some lotion in her back pocket, and they can use it to get out. Gwen kicks his(or technically, her own) behind to push the lotion bottle out. She pours a generous amount and it was enough to slide her wrist out. She reaches to activate the Omnitrix while Ben tells her to turn into Fourarms. Instead, she transforms to Cannonbolt. Charmcaster finishes up the ingredients, and finds that Ben and Gwen have escaped. Grandpa Max was also lucky enough to get out of the ropes. He goes down and kicks Charmcaster out of the way. The stone beasts come and try to get Grandpa Max down.

Ben and Cannonbolt come out to the ship’s surface, and they ready a fight with Charmcaster. First Cannonbolt attempts charge torwards her. Unfortunately, Gwen realizes that it's a lot harder than it looks. Ben then dodges the cannon balls fired at him, and finds that Gwen’s body is swift. Cannonbolt tries one more time to get to Charmcaster, but gets caught inside the bubble of the spell. Ben comes in just in time to kick Charmcaster out of her own spell, and Ben and Gwen get back to their normal bodies. Charmcaster gets tied up and ends up losing her magic bag before she was able to use something from it. Gwen then gave her a punch to pay back from the one Charmcaster gave her earlier. Grandpa Max struggles to get out of his situation with the stone beasts, Cannonbolt crushes them and the Tennysons declare another victory over evil.

In the RV, Ben and Gwen are happy that things are back to normal. Gwen seems to have taken Charmcaster’s book of spells as her trophy. Grandpa Max tells them if they learned anything from the experience, and they say they haven’t, but it seems they have. In juvie, Charmcaster sits down and slumps, and Pinky and Missy come in and return the favor that Gwen (in Charmcaster's body) has done to them a while ago. Looks like Charmcaster's due for a beating.

Major Events

 * The trio encounters Charmcaster for the second time since the episode "Tough Luck."
 * Gwen steals Charmcaster's mini pocket-sized dark purple-and-gold striped spell book in the hopes of greatly strengthening and increasing her own dormant magical powers and abilities to her full potential.
 * Charmcaster uses the spell "Transfera Identica" in the hopes of switching bodies with Ben in order to gain control of the Omnitrix, but ends up switching bodies with Gwen instead.

Characters

 * Ben
 * Gwen
 * Grandpa Max

Villains

 * Charmcaster
 * Pinky
 * Missy

Aliens Used

 * Stinkfly
 * Diamondhead (accidential transformation; selected alien was XLR8)
 * Cannonbolt (used by Gwen in Ben's body; Fourarms was the selected alien)

Trivia

 * The trio's twenty-eighth stop is Massachusetts.
 * When Charmcaster's bag falls into the ocean, the strap is seen to be whole, but when it's shown sinking into the water, the strap is broken.
 * When Charmcaster in Gwen's body gets off the truck to buy more ingredients, she leaves the rest on the truck.
 * When Gwen (in Ben's body) turns into Cannonbolt, the Omnitrix had a yellow flash instead of green.
 * This is the second time someone wants to take over Ben's body and use the Omnitrix, the first time was in Ghostfreaked Out.
 * This is the second time Gwen becomes an alien. The first time was in Gwen 10.
 * In the sewer, when Gwen throws the two stones at Pinky and Missy, the two statues grow larger and Pinky and Missy are scared of how big the statues are. In one frame, the rock monsters are small, but in the next frame, their heads are larger causing Pinky and Missy to give up and flee in terror into the cops, and in the next frame, they are small again.
 * Charmcaster appears to teleport into the truck and no real explanation is given how.
 * we learn that Ben has a teddy bear named "Furry Freddy".
 * Pinky reveals that the lunchlady's name is "crabtree" when she, Missy and Gwen are on janitorial duty.
 * Gwen's accidental arrest when she was in Charmcaster's body could be a reference to the Salem Witch Trials.

Spells

 * Latin Acuese Sorense
 * Bellum Ocurro Mazzura
 * Unsquiera Despatio
 * Declam Baccura saduka
 * Transfera Identica