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First, you choose your team: Heroes or Villains. Then you choose the way by which you want to play the game: by points or colors. This is a one player game in which player one (you) and the computer compete to get either more points/tokens. If you and the computer each have the same of one kind of token, then both tokens are counted as void and they get you no points. There are two rounds in each game and at the end of the second round, you get a chance to swap one of your tokens for another and to choose a color. In the end, the player with the most points or tokens of one color wins.
The tokens have various Ben 10 characters on them and they each have their own color and point value. For example, the 'Kevin token' is green and has a point value of eight. Some tokens also have special abilities in order for you to get more points. For example, the Kevin token which is worth eight points gets +5 points if it is next to Kevin's car and +2 points if next to any Ben or Gwen token. Every Omnitrix alien token counts as any Ben token. Some tokens have no power and can only get you the number of points that are on the token itself.