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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

A Change of Face is the third episode of the third season of Ben 10, and the twenty-ninth episode overall.


In Salem Massachusetts, Ben, Gwen and Max once again go up against Charmcaster, whose goal is to switch bodies with Ben and get the Omnitrix. However, Charmcaster first accidentally switches identities with Gwen, and then as spells fly back and forth, Ben and Gwen even end up in one another's bodies before they team up to get rid of Charmcaster once and for all.[CN 1]


Change (50)

Team Tennyson's pilgrim outfits

The Tennysons are in Salem, Massachusetts. Gwen and Max are outside and dressed as pilgrims. They are waiting for Ben. Ben comes out and he complains about the outfit he's wearing. Max tells him that it's a way to learn a little bit of Massachusetts' history as they walk around the city. Two kids take pictures of a statue and as the Tennysons pass by, Ben catches their attention. They both run to him and take pictures of him. Ben doesn't like how it's going along. While Ben continues to complain about his outfit, an explosion in a nearby building occurs. Max tells him he can transform into alien form now and Ben transforms into Stinkfly, still wearing the puritan hat. In the smoke, Charmcaster appears, saying she enjoys being a witch.

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

Change (151)

Gwen finds herself in Charmcaster's body

As Gwen tries to calm a horse, it runs off and Gwen gets on it. Up ahead, Charmcaster and Stinkfly get closer, but before the spell brings them together, the horse interrupts them, causing Gwen to replace Stinkfly. Charmcaster finds that she can't stop the spell in time, and the bubbles combine. The effect causes them to fly out in opposite directions. Gwen, in Charmcaster's body, catches herself in a mirror, and points at the reflection. She looks around, only to find Charmcaster is nowhere to be seen. As Gwen fools around a bit, Charmcaster, in Gwen's body, in the alley is shocked. Gwen soon enough finds out that it is really her, and they have swapped bodies with each other.

As the situation continues to puzzle her, Gwen's attention is turned to Max and Stinkfly trying to calm down the horse. She runs towards them to tell them what happened. Charmcaster decides to try and stop her and punches her so hard that it pushes her back to a nearby tree. Stinkfly reverts back into Ben, and lands on the horse's back. Charmcaster tries to imitate Gwen, and 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 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 Omnitrix. 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 does Ben think Gwen is trying to get him back for something, but now he thinks she's lost her mind. 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. Charmcaster tells them that she is going to cook up something to make it up for 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 out. Gwen sits down and slumps, although she notices something up her sleeve. As long as she is still inside Charmcaster's body, she's in possession of all her magical weapons and artifacts which may help her later on. Two thuggish teenage girls, Pinky and Missy, step into the light and approach her. They refer to her as "Princess", and they state there are two rules Gwen must follow: Rule #1: Pinky is in charge so what she says goes, and Rule #2: Obey Rule #1, or else.

Charmcaster sets down her bag of ingredients on a nearby truck, and she asks for sea urchin eggs at a seafood vendor. Max takes a glance at 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 what she sees is what he has. His snide remark provokes Charmcaster into casting a spell that brings the octopi back to life and swarm the vendor. As Ben and Max struggle to pry the octopi off the vendor's face, two men use the struggle as cover steal his truck, which held Charmcaster's ingredients. Ben tries to transform into XLR8 to get after the crooks, but gets stuck as Diamondhead instead. However, they find nearby segways, but they need keys. As Ben tries to think of another idea, Charmcaster secretly casts a spell on the segways to ignite them manually and the chase is on.

Change (420)

Diamondhead on a segway

The two men that took the truck notice in the rear-view mirrors that Diamondhead and Charmcaster are on their tail. Diamondhead's clumsiness on such a small means of transportation proves suboptimal in a chase sinario as he uncontrollably crashes onto a series of different obstacles in the park. Eventually, his segway completely collapses under his weight and the momentum sends him flying into a dumpster. While Gwen keeps up the pursuit, Diamondhead is able to get back in the action by racing after the truck on foot from the rooftops. Unfortunately, he doesn't make a long jump and is about to plummet to the city streets below.

In a stroke of quick thinking, Diamondhead avoids plummeting into traffic by constructing a halfpipe-like iceberg from a raining barrage of crystal shards right below him that he can use to slip and slide on. From that moment on, he keeps using the same method to parkour from building to building and he is able to catch up with the truck from the air. The thieves lose sight of Charmcaster only for her to appear right between them in the truck. She tells them that they picked on the wrong little girl right as Diamondhead fires a barrage of shards from the air to blow out the tires. With the truck stopped, the thieves emerge covered in ferocious lobsters Charmcaster brought to life and sicked on them. The men surrender and cry out for help as Charmcaster laughs at their attempt to try and shake off the lobsters. Diamondhead asks her if 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 shopping to do.

In the juvie cafeteria, it's lunchtime, and Gwen is given a tray of yellowish goop. She asks the server if they have anything that's organically grown, 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 food. The lunch lady tells her that she has more, and that Gwen should come back for seconds. As Gwen continues to be miserable, she notices a book of spells under her sleeve. She finds a page that shows a body transference spell, and it is the one Charmcaster used that got her into this mess in the first place. At first, she questions why Charmcaster would switch with her, but then instantly concludes that Charmcaster intended to switch with Ben as a play for the Omnitrix, meaning the attack on Salem was a set up from the start. 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 prisoners throwing their lunch at each other. Missy tries to tackle Gwen but Gwen dodges and Missy lands in a strong prisoner's lunch, angering her and the infuriated strong prisoner throws food at Missy, but Missy ducks and the goop hits Pinky instead. Gwen attempts to avoid being involved in the fight, although Pinky comes up to her and tells her to hand the spellbook over. Gwen takes out mysterious eggs and hatches out magical birds that attack her. Same goes for the group of prisoners led by Missy that try to attack her from behind. The lunch lady is angered by Gwen, and Gwen casts a spell that makes her utensils come alive and the lunch lady becomes afraid of Gwen and falls into the trash can. Pinky finds it cool, and Gwen's performance is praised by Missy and the other prisoners, but unfortunately, an officer comes in.

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

At 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 on the floor. She tells Pinky and Missy to make a distraction while she attempts to open up the drain on the floor. Gwen uses magic bombs to destroy it. The three jump down the hole, and Charmcaster's sack hops out from the room to return to Gwen. They reach a point where they're blocked by bars, and Charmcaster's bag comes in, bringing in more 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. They refuse, explaining that they have to make up for lost time. Instead of letting them follow her, Gwen releases two Rock Monsters that block their way. They roar at Pinky and Missy to scare them into and fleeing in terror right back to the cops. As the cops escort the two of them back to jail, Pinky swears revenge.

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 nearby stairs and gets ready to transform. Before he can activate the Omnitrix, Rock Monsters 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 Max find Gwen and Ben. Gwen asks 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 sheds her ruse. Gwen tries to constrict her, but using her own spells against her seems to be a useless tactic. Charmcaster casts the transfer spell again, hoping that it would finally get her to reach her purpose, but she ends up back in her own body while Ben and Gwen have gotten stuck in each other's bodies this time.

Ben and Gwen are busy arguing with each other about their body switching while Max is struggling to make heads or tails of the current situation. Ben tries to go hero, but then realizes that while he and Gwen are in each other's bodies, Gwen is the one in possession of the Omnitrix instead of Ben. The Tennysons try to run away from Charmcaster as she tries to take them down. Gwen struggles to activate the Omnitrix, and they are all taken hostage on a ship.

Max is all tied up while Charmcaster finishes up preparing for another attempt with the spell. Gwen and Ben are held in stocks under the ship, and Ben complains about why Gwen uses peach lip balm and strawberry hand lotion. Gwen remembers that she has some hand lotion in her back pocket, and they can use it to escape. Gwen kicks her own butt to send it flying into Gwen's hand. She secretes a generous amount, enough to slide her right wrist out. She reaches to activate the Omnitrix while Ben tells her to transform into Four Arms. Instead, she transforms to Cannonbolt and the transformation breaks her free instantly. Charmcaster finishes up the ingredients and finds that Ben and Cannonbolt have escaped. Max was also lucky enough to get out of the ropes. He goes down and kicks Charmcaster in the back. The Rock Monsters come at her command and try to get Max down.

Ben and Cannonbolt come out to the ship's surface, and they are ready to fight Charmcaster. Cannonbolt attempts to charge towards her. Cannonbolt realizes that it's a lot harder than it looks. Ben then dodges the cannonballs fired at him and finds that Gwen's body is swift. Cannonbolt tries to get to Charmcaster but gets caught inside the bubble of the spell. Ben comes in to kick Charmcaster out of her bubble, and Ben and Cannonbolt get swapped back. Charmcaster gets tied up and loses her magic bag before she is able to use something from it. Gwen then gives her a punch as payback for the punch Charmcaster gave her earlier. Max struggles to get out of his situation with the Rock Monsters. Cannonbolt crushes them and the Tennysons declare another victory over evil.

Change (1001)

Gwen's new spellbook

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. Max hopes they learned something from the experience, and they say they haven't. Back in juvie, Charmcaster sits down and slumps. Pinky and Missy come in and prepare to give her a beating.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Minor Events[]

  • Charmcaster reveals that Gwen's body has a magical aura and that only people with magical auras can cast spells.



Aliens Used[]

By Ben[]

By Gwen in Ben's Body[]

Spells Used[]

By Charmcaster[]

  • Transfera Identica (x3)
  • Declam Baccura
  • Saduka

By Charmcaster in Gwen's Body[]

  • Latnica Sorensay
  • Unsquiera Despariot

By Gwen in Charmcaster's Body[]

  • Bellum Ocurro Mazzura


(Charmcaster looks on to see her bag get driven away.)
Charmcaster: (Gasping.) My ingredients!
Ben: Looks like a job for XLR8. (Ben ducks behind a shopping stand and slams the Omnitrix to transform.)
(Max and Charmcaster look up at Ben.)
Diamondhead: Diamondhead? Aw, man, I have a need for speed.

Gwen: (Flicking through.) Body transference spells. So that's how she did it! But why would Charmcaster want to switch bodies with me? Unless she didn't want to switch with me... Ben! She wanted to switch with Ben. That way, she could get the Omnitrix!
(Pinky and Missy walk up to her.)
Missy: Yo, princess, so what'cha got there? You've been holding out on us.
(Gwen gets up to leave but Pinky grabs her back by the hand and pulls her forward back to the table.)
Pinky: What have you got to say for yourself, prince-ess?
Gwen: Uh, just this. Food fight!
(She grabs her tray and launches the slop over Pinky and Missy, causing them to stumble back into some others' food. In turn they launch theirs back in Gwen's direction, hitting more people as she dodges out of the way, causing the whole cafeteria becomes a rampage of everyone throwing their lunch at each other.)

Gwen: So I don't suppose you guys are going to change your ways and give up crime, are you?
Missy: (Turning to Pinky and smiling.) Ha ha! Yeah, right! We got to make up for lost time!
Gwen: (Disappointedly.) I thought you were going to say that.
(Gwen throws stones that grow into two stone creatures that block Pinky and Missy's way, growling at them. Afraid of the creatures, they turn and flee in terror back to the cops. As the cops lead them back, the stone creatures run back in Gwen's direction.)
Pinky: If I ever see you again, princess, I'm going to introduce you to all ten of my friends here! (Angrily gesturing to her fists while being pushed along.)

Charmcaster: What's she doing here?
(Charmcaster and Max arrive to find Gwen and Ben.)
Ben: (Gesticulating.) She says you're not you and she's not herself, but that you're each other... At least that's what I think she's saying. (Scratching his head.)
Max: Gwen, is this true?
Gwen: She's not Gwen!
Charmcaster: (Stepping forward between them.) Who are you guys going to believe, this liar or your own eyes?
Ben: (Interjecting loudly in his defense.) Hey! Furry Freddy has his own bed! ...It just happens to be next to mine...
Gwen: (Holding her hand up to her face.) You just gave her the answer, you dweeb. Did your parents send you to doofus school or were you born like this?
Ben: (Convinced.) Gwen, it really is you!
Gwen: Duh! That's what I've been saying.

Ben: Hurry up and go Four Arms!
(Gwen reaches to activate the Omnitrix and transforms to Cannonbolt, breaking free.)
Cannonbolt: Whoa. This is kinda cool.
Ben: I said Four Arms, not Cannonbolt.
Cannonbolt: Give it a rest, doofus. It's not like you're much better at working this thing than I am.
Ben: (in Gwen's body) All right, all right! just get me out of this thing.

Naming and Translations[]

Language Name Origin
Croatian Ja Sam Ti, Ti Si Ja I Am You, You Are Me
French Changer de Tête Change of Head
German Vertauschte Gesichter Changed Faces
Hungarian Arccsere Face Change
Italian Il ritorno di Incantatrice
Polish Z Obcą Twarzą With an Unfamiliar Face
Portuguese (Br) Mudança de Rosto Change of Face
Romanian Schimbarea la Faţă The Change in the Face
Spanish (HA) Cambio de Cara Changing Face
Spanish (Spain) Un Cambio de Cara A Change of Face


Voice Actor Role(s)
Tara Strong Ben Tennyson
Female Guard
Meagan Smith Gwen Tennyson
Charmcaster (in Gwen's body)
Paul Eiding Max Tennyson
Dee Bradley Baker Stinkfly
Jim Ward Diamondhead
Fred Tatasciore Cannonbolt
Thief #1
Kari Wahlgren Charmcaster
Gwen Tennyson (in Charmcaster's body)
Kim Mai Guest Pinky
Jennifer Malenke Missy
Vanessa Marshall Cannonbolt



  • When Charmcaster in Gwen's body asks Ben how the Omnitrix works, the Omnitrix's dial faces the wrong way.
  • When Charmcaster in Gwen's body gets off the truck to buy more ingredients, she leaves her things on the truck.
  • When Gwen and Charmcaster speak in each other's bodies, their voice is of the host body, but when Ben and Gwen switch, it is not.
  • When Charmcaster is in Gwen's body, the back of her hair is missing in one shot.
  • When Ben and Gwen are trapped, Gwen's pants suddenly have back pockets, which are not usually seen.
  • In one shot, the inside of Gwen's right sleeve is the same color as her skin.
  • When Charmcaster's bag falls into the ocean, the strap is shown to be intact, but when it's shown sinking into the water, the strap is broken.


  • It is shown that Cannonbolt can pick up objects while in ball form.


Cartoon Network[]

Ben 10 Episodes