All That Glitters

All That Glitters is the fifth episode of Ben 10: Alien Force.

Plot
While Ben is looking at a hologram message from Grandpa Max (which they obtained earlier in Kevin's Big Score), Kevin and Gwen have a fight over how Kevin is reluctant to admit how he likes Gwen. When a boy named Michael Morningstar helps them save a girl named Trina, they get to know each other to the point when Gwen and Michael's hands interlinked a surge of energy flows. Gwen seems instantly smitten over him, and Kevin is resentful over this.

After touring Michael's headquarters, Ben offered Michael a spot on their team. Their first mission as a group occurs at a power plant where a group of schoolgirls from Michael's school, who appear to have been made into zombies, are draining the power source. Ben turns into a new alien, Chromastone, and later Gwen suddenly seems like she is about to faint. Despite fighting together, Mike lets the girls get away and Kevin is instantly mad. When Mike invites Gwen for dinner, Kevin's suspicions are aroused, and he breaks into Michael's house, despite Ben's trust in Michael. Later it is discovered that whenever Mike touches someone, usually a girl, a mark of an eight pointed star in a circle appears on their arm. The star sucks out their powers and feeds Mike.

Meanwhile, Mike and Gwen talk about their first encounter. When Mike and Gwen get close to kissing, Mike grabs Gwen's hands and drains her powers and she becomes wrinkled. After he drains her powers, he transforms into a golden Mike. Ben and Kevin look for Michael, by tracking his Plumber's Badge. They see that he has drained Gwen of her powers they rush towards them but shoots Ben with his newly acquired powers. Kevin gets angry and absorbs the stone floor, and rushes towards Mike. Mike blasts him sending him flying several feet away but Kevin manages to block the attack. Ben then transforms into Jetray, shooting Mike with his lasers, making Mike mad and sending a burst of energy blasting Jetray, making fall to the ground, and reverting back to Ben. Ben is almost unconscious, but he looks up while Mike says" Gwen's mine now" and raises his hand to shoot Ben. However, this statement makes Kevin really angry and he comes rushing towards Mike attempting to hit him while Ben loses consciousness. Mike, however, is able to dodge Kevin's attacks, and he holds Kevin on the face and sends him on the floor. Kevin gets up and Mike punches him, and then sends a huge blast of energy, ultimately burning of Kevin's second layer of stone, knocking him backward (to where an unconscious Ben is lying), and is knocked out.

Mike then gloats that he never cared for anyone or anything else but himself and power, then attempts to crush them as "gratitude", but Gwen manages to come to her senses, stops him and takes her energy back, as well as some of Mike's. Mike, in a weakened state, asks the other girls to give him their energy( to 'feed him.'). They ultimately turn against him and take their energy back, leaving Mike totally defenseless. Kevin takes Mike's Plumber's badge and crushes it saying he doesn't deserve it. The episode ends with Ben, Gwen and Kevin in the car driving away and Ben asking Kevin when he is going to ask Gwen out.

Major Events

 * Michael Morningstar is introduced.
 * Michael drains all of Gwen's powers, but Gwen gets them back.
 * Ben first transforms into Chromastone.

Debuts

 * Michael Morningstar

Omnitrix alien debuts

 * Chromastone

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Trina
 * Lucy
 * Max Tennyson (hologram)

Villains

 * Michael Morningstar
 * Zombie Girls (Temporary)
 * Zombie Trina (Temporary)
 * Zombie Lucy (Temporary)

Aliens Used

 * Humungousaur
 * Chromastone (first appearance)
 * Jetray

Errors

 * The first time we see Michael's house, he has a large fountain in his front yard. The second time we see it, the fountain is gone.
 * During the talk with Mike, Ben's jacket stripes disappear several times.
 * In one scene, Trina has no socks.
 * When Trina first stumbles out into the street, she makes it through the first lane and is about to enter the second lane. However when the truck is about to hit her, she hasn't even made it halfway through the first lane.

​Allusions

 * The title of the episode is based on the saying "All that glitters is not gold."

Trivia

 * When Kevin and Ben were arguing in the car, Kevin was driving his car without looking at the road for a significant amount of time.
 * This episode reveals that when Kevin absorbs a material it serves as a second skin layer.