Ben 10 Wiki
Ben 10 Wiki
34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

All That Glitters is the fifth episode of the first season of Ben 10: Alien Force, and the fifth episode overall.


Grandpa Max left a message for Ben instructing him to gather a team of heroes. Ben finds a powerful new ally named Mike Morningstar but the addition of Mike to the team tests the relationships of Ben, Gwen and Kevin. Ben learns the importance of using judgment as a leader when our group of heroes finds the truth behind a series of attacks by Zombie Girls.[CN 1]


At a large mansion, a girl named Lucy is desperately knocking on the door, pleading to be let in and saying "I need to see you! Please!" The door opens and she looks relieved, before a hissing circular maw with sharp teeth rushes out. In the streets, some teens are talking before Lucy lumbers past them, frightening them as she is now grey, shriveled, and moaning like an undead corporeal revenant.

ATG (27)

Gwen confronting Kevin

At a convenience store, Ben has been spending hours replaying the hologram message the team acquired from Vulkanus. While he continues endlessly reviewing the message of Max advising Ben to put together a team of Plumbers' kids, Kevin and Gwen argue over how Kevin is reluctant to ask her out. After all this time they've been friends, Gwen can tell Kevin likes her, but he misogynistically tells her the guy does the asking and orders her to be patient.

Looking for a nice distraction from the present awkwardness and intending to follow Max's advice, Ben uses the map from Kevin's Plumber badge to locate other badges, and they head to one that is nearby. On the way, Gwen keeps jibbing at Kevin for his refused chances at her fleeting with each passing moment. When they reach an overpass over a highway, a schoolgirl who also appears to be weak and disoriented is seen stumbling into traffic, which causes a truck to swerve out of the way and crash into one of the support beams. The truck is on fire with the driver unconscious and the overpass starts crumbling right beneath the cars with people in them with the structural support compromised. Gwen uses her magic to get the people to safety and Ben keeps the bridge stable by bracing it as Humungousaur. While Kevin rescues the truck driver, a blonde handsome flying boy swoops in from above and saves the girl from earlier from getting hit by a car. The girl, whose name is Trina, is desperately saying she was fleeing, but is too disoriented to provide details. The boy then thanks Ben, Gwen, and Kevin for the help and Ben notices that he has the Plumber's Badge they were tracking, which he says his dad gave him. He says that strange things have been happening to the girls at their school and introduces himself as Micheal Morningstar, a lifelong fan of Ben's. Michael goes to give Gwen a handshake, and a surge of energy flows between them, something that he claims has never happened before. Gwen seems instantly smitten over him, which makes Kevin suspicious. With the crisis averted, Mike personally sees to that Trina gets home safe and proposes the 4 of them meet up at his place afterward, to which they graciously agree to. However, while he's flying away with Trina, there is a strange star-shaped mark on her arm.

After touring Michael's home, a personal sanctum on a lavish estate he personally rigged up with his dad's monitoring equipment, Ben offers him a spot on their team, but Kevin says they should get to know him better first. Ben tells Kevin that Michael's powers and equipment could be helpful, and repeat's his offer to him, explaining Max's disappearance and the evil alien conspiracy, to which he accepts. Suddenly, the power surges. Micheal explains that the power has been unreliable lately and has a backup generator to keep the lights on. However, Ben notices from Michael's monitoring channel that this is no power surge because the energy drainage at the local power plant is unusually high. When they head out to investigate, Gwen notices a star-shaped mark on her arm - the exact same mark Trina had on her arm.

ATG (319)

Chromastone's debut

When they reach the power plant, Ben finds the lock and the chains on the front gate broken, indicated they have company. Inside, they find Lucy, the creepy zombified girl from the beginning, syphoning out the electricity from the station's conductor coils. She becomes hostile and pretty soon, the gang is under attack by 3 more zombie girls wearing the uniforms of Mike's school. Mike instructs the gang to not hurt them, hoping to find a way of turning them back. However, that's easier said than done when the zombie girls prove themselves formidably opponents. Ben transforms into one of his new aliens, Chromastone, and subdues Lucy. Mike is holding his ground just fine from the air. But when Gwen has two zombies at her mercy, she loses her strength and suddenly seems like she is about to faint. Michael then offers her to use some of his energy by holding his hand, which she uses to fend off an attack. Michael then fires a blast of energy towards some overhead pipes, causing them collapse. This allows the zombie girls to escape, for which he apologizes, making it seem like a rookie mistake.

Kevin asks why she weakened for a second there, but Gwen ignores him so she can thank Mike for coming to her aid. Micheal then invites Gwen to dinner, to which she accepts, much to Kevin's irritation given the circumstances. When she leaves with him, he opinionates to Ben he doesn't think he should've been so quick to trust him. However, when Ben dismisses his suspicions as jealousy towards Gwen, he uses the opportunity of their absence to break into Michael's house, despite Ben telling him not to. Just then, Trina comes to the house desperately looking for Michael, not unlike Lucy at the beginning. When they tell her he's indisposed, Kevin notices star-shaped marks all over her arms identical to those of the zombified girls at the power plant. Kevin then hypothesizes that Mike might be somehow zombifying the girls and explains that he noticed Gwen wearing her sleeves unusually low as if she was hiding something, the only explanation being the possibility of star marks on her arms too. Ben pieces together that Gwen was weak and wobbly at the power plant exactly like how Trina was on the highway and reasons that Gwen has somehow fallen victim to this mysterious zombie plague while Kevin firmly believes that Mike is responsible for the zombie attacks.

At a fortified sanctum along the water, where Michael and Gwen are, Michael explains that from the moment they met, there's been a connection between the two of them, which Gwen has felt too. Micheal then takes Gwen's arms, revealing the toothed maws in the palms of his hands (the maws that rushed at Lucy at the beginning) and starts exsanguinating her energy. He tells her from the moment they met, he knew he found the only girl he'd ever need, revealing that he is indeed the culprit creating the zombie girls and that Kevin was right about him all along.

In Kevin's car, Ben and Kevin argue about Michael, with Ben saying that Kevin has been disliking him ever since they met. Kevin admits that this is partially because of his jealousy of Michael and his friendship with Gwen, but also states that Ben is too caught up in following Max's request in building a team to see that Michael is two-faced. Ben wonders why Trina is not a zombie if Michael is turning the girls into them, to which Kevin assumes that the mutation has some sort of time factor. Ben replies that if Kevin is right, Michael would not have helped the trio fight the zombified girls. Kevin points out that he didn't actually fight them, as he told the trio not to harm the girls before he "accidentally" let them escape. Kevin tracks them down by tracking his plumber badge signal.

ATG (536)

Gwen gets her powers back from Michael

When Ben and Kevin arrive at the location, Kevin points to the road leading straight to the highway they found Trina on, suspecting she was fleeing from Morningstar from the start. When they enter the building, they catch Morningstar gold-handed exsanguinating Gwen's energy and reducing her to a shriveled husk just like the zombie girls. Ben transforms into Jetray and Kevin absorbs the stone floor. They fight Michael, but with Gwen's energy added to his own, he easily subdues both of them with his newly strengthened golden powers.

Michael explains that all he ever wanted was power as he summons all the girls he syphoned energy from, and now with Gwen as the latest addition to his zombie hoard, he's practically invincible. Before he can finish off Ben and Kevin, Gwen surprises him by grabbing onto his arms and taking back her energy, including some of his. Now in a weakened state, Michael commands the other girls to give him their energy. They ultimately turn against him and take their energy back as well, returning them to their normal state and leaving him completely exsanguinated just like he did to them. With Mike defeated for good, Kevin takes his Plumber's badge and personally destroys it, saying he doesn't deserve it.

While driving away, Ben apologizes for being too quick to trust Michael, and that he should have better judgment going forward with their plan. Gwen says that it wasn't all his fault because Michael had control over her. Kevin then calls Ben a jerk, which he admits is a character trait he is comfortable with and proves his point when he was going to ask Gwen out.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Omnitrix Alien Debut[]

Minor Events[]

  • It is revealed that, when Kevin absorbs matter, it serves as a second skin layer.
  • It is revealed that Plumber Badges have a communicator function.



Aliens Used[]


Kevin: You know, my dog used to nod a spot on his butt over and over. That made us put a cone around his neck.

Humungousaur: (holding bridge) Get everyone down. I can't hold this much longer.
Gwen: (Trina walks into the highway) The girl!
Kevin: Ben!
Humungousaur: Hands full!

Micheal: Sounds like that buzzing sound you always hear in old monster movies.
Kevin: Anytime you hear a sound and your only reference is monster movies, it's a good idea to walk the other way.
Ben: Good rule of thumb.

Chromastone: Chromastone! (Lucy tries to electrocute him) That's not going to work. I'm a conductor.

Kevin: Okay, what is up with you? You've been ignoring me ever since we got here, you were lousy in the fight, and now you're just acting goofy.
Gwen: Why are you pretending to care? (walks off with Michael) Later.
Kevin: (to Ben) You just gonna stand there?
Ben: No, I was going to go sit in the car.

Ben: This is why you changed your mind about Mike going off with Gwen? So we could spy on him?
Kevin: Yup.
Ben: Well...Stop!
Kevin: He ain't right, Ben. If you're not gonna check him out then I am.
Ben: You're doing the wrong thing, Kevin. The old Kevin thing.

Ben: What's to know? He's got the powers, he's got the gear?
Kevin: He's got a sparkly trail when he flies?

Michael: Why use your powers to help people when you can use them to get whatever you want? All I ever wanted was power and then you brought me Gwen. Guess I should thank you. (looks up at the vent) I know the perfect thing.
(about to blast the air vent when Gwen stops him)
Michael: What are you doing?!
Gwen: Coming to my senses! (Grabs him and takes her power back)

Kevin: You don't deserve this. (absorbs the metal of the badge and crushes it in his hand)

Ben: No, it's okay. He's right, I'm a jerk. (to Kevin) So, Kevin...when are you gonna ask Gwen out?

Naming and Translations[]

Language Name Origin
Croatian Sve što Sija Everything that Shines
French Tout Ce Qui Brille All That Glitters
Hungarian Minden Ragyog Everything Shines
Italian Non È Tutto Oro Ciò che Luccica Not Everything That Glitters is Gold
Polish Nie Wszystko Złoto, co Się świeci All That Glitters is Not Gold
Portuguese (Br) Nem Tudo Que Reluz... Not All That Glitters...
Romanian Tot ce Străluceşte Everything That Shines
Spanish (HA) Todo Brilla Everything Shines
Spanish (Spain) Todo Lo Que Reluce All That Glitters
Turkish All That Glitters All That Glitters


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Chromastone
Paul Eiding Max Tennyson
Truck Driver
Wil Wheaton Michael Morningstar
Kim Mai Guest Lucy
Zombie Girls
Kamali Minter Trina
Zombie Girls



  • The title of the episode is based on the saying "All that glitters is not gold".
  • The three teenagers Lucy walks past at the beginning of the episode look similar to Kim, Ron and Wade from Kim Possible.
  • When Kevin hypothesizes the zombie transformation as a "vampire thing", he is referencing the concept of Vampire's Baptism of Blood invented by Bram Stoker for his novel, Dracula. Specifically, Vampire's Baptism of Blood is a curse with the effects of vampirism Count Dracula inflicts by forcing a victim to drink his own blood so that he may gain telepathic link to their thoughts. Just like the girls Michael attacked, the victim morphs physically and mentally over time before eventually transforming into a full-fledged vampire, and they can be cured if Dracula is vanquished just like the girls did after Gwen weakened Morningstar to the point where his control over them on them ceased.


  • The first time Michael's house is seen, he has a large fountain in his front yard. The second time it is seen, the fountain is gone.
  • Throughout the episode, whenever Ben activates the Omnitrix, the aliens' holograms face away from him.
  • When the team meets Michael, Ben's jacket stripes disappear several times.
  • In one shot, Trina's socks are missing.
  • The end credits misspell Chromastone's name as "Chromostone".



Crew Statements[]

T.J. Collins[]

Dwayne McDuffie[]

Cartoon Network[]

Ben 10: Alien Force Episodes