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


At a large mansion, a girl named Lucy knocks on the door, pleading to be let in and saying "I need to see you". The door opens and she looks relieved, before a strange red and white shape rushes at her. In the streets, some teens are talking before Lucy passes them. She is now grey and clammy and walks slowly and weakly, moaning in a zombified way.

Gwen confronting Kevin

At a garage, while Ben is looking at a hologram message from Grandpa Max (which they obtained earlier in the previous episode), Kevin and Gwen have a fight over how Kevin is reluctant to ask her out.

Intending to follow Grandpa Max's advice in the message to recruit a team of Plumber's kids, Ben uses the map from Kevin's Plumber Badge to locate other badges, and they head to one that is nearby.

On the way, 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 nearly collapse the road bridge, prompting Ben to transform into Humungousaur to hold it up. While Gwen and Kevin attempt to get everyone to safety, a blonde handsome boy named Michael Morningstar (whose badge they were tracking) appears and uses his powers to save the girl from earlier, whose name is Trina. He then thanks Ben, Gwen, and Kevin for the help and says that strange things have been happening to the girls at their school.

While introducing himself, 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.

After touring Michael's home, 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, to which he accepts. A power surge occurs soon after, and Ben notices from Michael's monitor that the energy drain levels at the power plant are unusually high, so they head there to investigate.

Chromastone's debut

At the power plant, they encounter some zombified schoolgirls who attack them. Ben transforms into a new alien, Chromastone, and subdues one of the girls (Lucy from earlier). Meanwhile Gwen 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 to fall down. This allows the girls to escape, for which he apologizes, making it seem like a mistake. Gwen then notices that she has a strange star-shaped mark on her arm.

When Mike invites Gwen to dinner, Kevin uses the opportunity to break into Michael's house, despite Ben telling him not to. When Trina comes to the house looking for Michael, he notices that she has similar star-shaped marks on her arm to those of the zombified girls at the power plant. Kevin then presumes that whenever Michael touches someone, usually a girl, he makes a mark which attracts them to him and allows him to drain their energy. Ben is skeptical about this.

Meanwhile, while Michael and Gwen are still alone, Michael grabs Gwen's hands, drains her energy and becomes more powerful, his skin and hair turning a shining gold. This also makes Gwen zombified like the girls at the power plant.

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 isn't who Ben thinks he is. Ben wonders why Trina is not a zombie if Michael is turning the girls into them, to which Kevin assumes that it takes some time for them to become zombies. Ben replies that if Kevin is right, Michael would not have helped the trio fight the zombified girls. Kevin points out that he did not, as he told the trio not to harm the girls before he "accidentally" let them escape.

Gwen gets her powers back from Michael.

Ben and Kevin find Michael by tracking his Plumber Badge. Seeing that he has drained Gwen's energy and her zombified state, Kevin yells out her name. Ben transforms into Jetray and Kevin absorbs the stone floor. They fight Michael, but he easily subdues both of them with his newly strengthened powers.

Before Michael can finish them off, Gwen surprises him by grabbing onto his arms and reabsorbing 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 looking drained and weak. Kevin then takes Michael's Plumber badge and crushes 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 in 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 prompts him to ask when he was going to ask Gwen out.

Noteworthy Events

Major Events

Omnitrix Alien Debut

Character Debuts

Minor Events

  • This episode reveals that when Kevin absorbs a material 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.

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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!

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

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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.

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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.

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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?

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Mike: 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)
Mike: What are you doing?!
Gwen: Coming to my senses! (Grabs him and takes her power back)

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Kevin: You don't deserve this. (absorbs the metal of the badge and breaks it)

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

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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."


  • When Kevin talked about his dog, he was referring to a pet he had in the Null Void that he called a dog.[DM 1] He took the pet to a vet named 'P'str'ph'.[DM 2]


Dwayne McDuffie

Ben 10: Alien Force Episodes
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