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

And Then There Were 10 is the first episode of the first season of Ben 10. It is also the first episode of the Classic Continuity and also the first episode ever in the Ben 10 franchise.


Ben discovers the Omnitrix, and when it attaches itself to Ben's wrist, he discovers it allows him to become any one of ten alien heroes.[CN 1]


In outer space, two spaceships are locked in a firefight. One is a large brown ship, putting pressure against a smaller teal ship. The larger ship's alien captain, Vilgax, declares that no being shall deny him his goal of stealing the smaller ship's cargo.

Meanwhile, on Earth, in a city named Bellwood, a 10-year-old boy named Ben Tennyson sits impatiently in school on the last day before summer break. He pranks his teacher, then tries to "play hero" and stop bullies Cash and JT from picking on a kid, but this backfires and the bullies hang them up on a tree by their underwear. Ben's grandfather, Max Tennyson, picks Ben up in his RV, the "Rustbucket", to start their highly anticipated summer road trip. Ben's excitement drops as soon as he spots his cousin present, Gwen Tennyson, whose mother Max had persuaded to change her vacation plans to tag along. Ben and Gwen bicker back and forth about getting stuck with each other on a 3-month road trip; it becomes clear they have no intention of getting along. They soon arrive at their first destination: a campsite, where the kids learn that Max plans to take them on a flavor adventure that includes eating everything from mealworms to sheep's tongue. They quickly agree to avoid their grandpa's cooking at all costs.

TEN (377)

The Omnitrix's first appearance

Back in space, the battle continues. As Vilgax orders his bioids to board the opponent's ship, it lets out a well-aimed shot, destroying the control room and engulfing Vilgax in a fiery explosion, severely wounding him. In retaliation, his ship destroys the smaller ship with a giant blast, but not before it's able to jettison a pod that falls to Earth just below.

Ben goes for a walk alone in the woods to get away from Gwen. He stops to watch a shooting star; the "star" is actually the pod jettisoned from the spaceship. It twists its trajectory and aims right for Ben, who barely manages to escape it crashing. As Ben inspects the crater and comes face-to-face with the pod, it opens by itself, revealing a glowing-green device that looks like a watch (its name later revealed to be the "Omnitrix"). Ben slowly reaches for it, but the watch suddenly springs to life, latching itself to his wrist. Ben is terrified at first, but then starts touching it. He hits a button, causing the watch's faceplate to pop up and show a silhouette. Thinking this is cool, he pushes the faceplate back down. His body immediately starts changing, transforming into a being made of flame and rock, later dubbed "Heatblast". In this burning form, Ben screams and runs around in a panic, but soon calms down as he realizes that he isn't in any pain. He decides to test this new body, launching fireballs from his hands at the surrounding trees. Before long, he accidentally sets the entire forest on fire.

TEN (515)

Ben's first transformation, Heatblast

Gwen and Max notice the smoke from the campsite. Thinking Ben is in danger, they each grab an extinguisher and run into the forest. They stumble into Heatblast and are shocked, but realize it's Ben after he messes with Gwen. Without time to explain and the forest burning around them, Max gets the idea to start a second fire and let it burn into the old fire, snuffing both out. Gwen and Max flee the forest, and Heatblast starts a second fire in an unburned area. By the time the park ranger gets there, most of the forest is destroyed but completely extinguished.

Back in space, Vilgax's body is severely mutilated, now relying on life support in a healing tank. Still conscious, he learns of the Omnitrix falling to Earth and sends a Mechadroid of his to retrieve it. Meanwhile, Heatblast recounts what happened to Max at the campsite. Gwen asks Max if he thinks that Ben will stay as this "monster" forever, to which Max sternly corrects her to "alien". Interrupting them, the Omnitrix symbol on Heatblast starts beeping and flashes a bright red light. As Gwen and Max adjust their eyes, Ben is back to normal. Max tells Ben not to play with the watch again and stay put, while he goes to find answers at the crash site. Meanwhile, Vilgax's Mechadroid touches down on the crash site, finding the pod empty and ejecting two smaller flying drones from its shoulders.

Immediately disobeying Max, Ben decides to try using the Omnitrix again, transforming into a big orange dog-like alien, later dubbed Wildmutt. Gwen notes that he doesn't have any eyes and attempts to whack him with a branch. However, Wildmutt has other senses that detect her approach, and he scrambles off into the forest. While perched on a tree limb, he gets ambushed by the two drones. They fire lasers at him, but he manages to make one crash and explode. Wildmutt reverts back into Ben as the second drone readies to shoot him, however, Gwen appears to the rescue and knocks it out with a shovel. With the trio now returned to the RV, Max lectures Ben for being reckless, but makes the decision that if the Omnitrix won't come off Ben's wrist, he'll help his grandson learn how to use it. A call suddenly comes through the RV's dispatch radio: the people on the other end are under attack by the Mechadroid. Knowing that it must be after the watch, Ben realizes he can save those people by using the watch to become a hero. A real hero.

TEN (1568)

Diamondhead battling the Mechadroid

Before they arrive at the scene, Ben gets the OK from Max to transform again, this time into a crystal-skinned alien, later dubbed Diamondhead. Diamondhead takes the lead, taunting the Mechadroid while Max and Gwen get the people to safety. The Mechadroid notices Diamondhead's Omnitrix symbol on his chest and focuses all its attacks on him. Diamondhead eventually manages to stop one of the its laser blasts for a few seconds. Realizing he can reflect the beams with his crystalline body, he goads the Mechadroid into shooting him and splits the beam apart with his hands, redirecting it into the Mechadroid's torso and causing it to explode. Max almost cheers Ben's name but cuts himself off so as to not reveal his identity. After an awkward celebration, Diamondhead and the Tennysons slip away from the confused citizens. In space, Vilgax is told that his Mechadroids have failed; he swears to destroy whoever has kept the Omnitrix from him.

TEN (1656)

Vilgax rehabilitating

The next morning, Max and Gwen pack up the campsite, wondering where Ben is. He suddenly shows up as a velociraptor-like speedster alien, later dubbed XLR8. They ask where he ran off to, to which he said he needed to run an errand before continuing the road trip. Back in Bellwood, Cash and JT find themselves hung up on a tree by their underwear, unsure of how they came to be there.

Noteworthy Events[]

Major Events[]

  • Team Tennyson starts their summer road trip.
  • The Omnitrix is sent to Earth and latches onto Ben's wrist.
  • Vilgax is injured during a space battle against Xylene and has to have his body restored on his ship.
  • Vilgax starts hunting down Ben to take the Omnitrix.

Character Debuts[]

Omnitrix Alien Debuts[]

Minor Events[]



Aliens Used[]


Ben: (to Gwen) Geek!
Gwen: (to Ben) Jerk!
Max: (to himself) Something tells me it's gonna be a long summer...

(Heatblast screaming in the forest.)
Heatblast: Aaah! I'm on fire! I'm on fire! Ah!
(He begins to calm down.)
Heatblast: Hey... I'm on fire and-- I'm okay! Check it out... I'm totally hot! (Ben snickers at his own joke.)

Gwen: (to Heatblast) ...Ben? Is that you!? What happened?
Heatblast: Well, when I was walking, this meteor fell from the sky and almost smudged me, except it wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist, and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire!
Max: (running up) Gwen, are you alri- (sees Heatblast) What in blazes?
Gwen: Hey, Grandpa, guess who?
Heatblast: (waving) It's me, Grandpa!
Max: Ben? What happened to you?
Heatblast: (repeating himself) Well, when I was walking, this meteor-
Gwen: (cutting him off) Erm, excuse me? Major forest fire burning out of control, remember?

(Ben is fiddling with the Omnitrix.)
Ben: Hmm... I wonder what this does.
Gwen: (Surprises Ben from behind.) Caught ya! (Laughs.)
Ben: (Mimicking Gwen's laugh.) Very funny. Like your face.
Gwen: (Ben continues.) Grandpa said not to mess with that thing.
Ben: Yeah? So, what's your point?
Gwen: Did your parents drop you when you were a baby?
(Ben is biting at the faceplate.)
Ben: Come on. You can't tell me you aren't a little bit curious what else this thing can do?
Gwen: (Turns her head away.) Not in the least.
Ben: You sure you're related to me?

Ben Look. If I can figure this thing out, maybe I can help people. I mean, really help them. Not just, you know, make things worse.
Gwen: So, what did it feel like, going all alien like that?
Ben: It freaked me out at first. It was like I was me, but it was also like I was somebody else- (The faceplate springs up like before.) Hey, I think I figured out how I did it! Should I try it again? Just once? (He turns the dial and new silhouettes appear.)
Gwen: I wouldn't.
Ben: No duh, you wouldn't.

Max: I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is!
Ben: Sorry, Grandpa... But at least I figured out how to make it work. All you do is press this button. Then, when the ring pops up, just twist it until you see the guy you wanna be. Slam it down, and bammo! You're one of ten super-cool alien dudes!
Gwen: What about staying a super-cool alien dude and not transforming back into plain old pizza-face?
Ben: I- kinda haven't figured that part out yet.
Max: With a device as powerful as that watch clamped on you, my guess is we better help you learn, fast.
Ben: All right!
Ranger: (A man's voice over radio.) Mayday! Mayday! Somebody help us! We're under attack by some sort of - I know you're not going to believe me, but... robot!
Ben: Sounds just like those things that attacked me. Must be looking for the watch. Those people are in trouble because of me! -- I think I can help them.
Gwen: Er, you? What are you gonna do about it, Tennyson?
(Ben looks down at the Omnitrix and smiles.)

Naming and Translations[]

Language Name Origin
Bulgarian И тогава имаше 10 And Then There Were 10
Croatian I Onda Ih Bješe 10 And Then There Were 10
Dutch En Toen Waren Er 10 And Then There Were 10
French Le Secret de l'Omnitrix The Secret of the Omnitrix
German Und Dann Waren's 10 And Then There Were 10
Greek Και τότε Υπήρχαν 10 And Then There Were 10
Hungarian És Tízen Lettek And They Became 10
Italian SuperBen Super Ben
Norwegian Ti Småromvesen Ten Small Aliens
Polish Jak To Się Wszystko Zaczęło How It All Started
Portuguese (Br) E Então Eram 10 And Then There Were 10
Romanian Și Apoi Au Fost 10 And Then There Were 10
Russian Десять Отважных Супергероев Ten Brave Superheroes
Spanish (HA) Y Fueron 10 And They Were 10
Spanish (Spain) Y al Final Fueron Diez And at the End They Were 10
Turkish Ve Sonra 10 Vardı And Then There Were 10


Voice Actor Role(s)
Tara Strong Ben
Meagan Smith Gwen
Paul Eiding Max
Dee Bradley Baker Wildmutt
Cash Murray
Steve Blum Heatblast
Jim Ward Diamondhead
Adam Wylie JT
Jennifer Hale Teacher



  • When Ben makes a paper plane, his hair and eyebrows are black for one shot.
  • When Ben leaves the classroom, for a few seconds, his collar is white instead of black.
  • When Ben turns the Omnitrix's dial to switch to the next alien, the Omnitrix's ring is grey instead of black.
  • After Ben times out from Wildmutt and XLR8, the Omnitrix is green instead of red.
  • After Ben tells the others that he figured out how the Omnitrix works, its hourglass symbol is colored differently.
  • When Ben explains how the Omnitrix works, the dial pops out without him pressing the button. After he turns the dial to select an alien, the next frame has the faceplate back to its hourglass icon.
  • In many shots, the button on the Omnitrix is on the other side, and sometimes it appears on both sides.
  • In one shot, a section of Gwen's left eyebrow is the same color as the unilluminated part of her skin.
  • In another shot, the blue line of Gwen's shoe is on the front.
  • The end credits misspell Diamondhead's name as "Diamond Head", and "bully" as "bullie".


  • The title of the episode is shown within the episode in title case, as opposed to uppercase like the following episodes.
  • The episode's title is listed as And Then There Were Ten on the Ben 10: The Complete Season 1 DVD.
  • This episode takes place in Yosemite National Park, as what looks to be Half Dome Hill can be seen in the background of the campsite.
  • It would eventually be revealed in And Then There Was Ben that Professor Paradox and No Watch Ben were manipulating the events during this episode to ensure that Ben got the Omnitrix.
  • Ben mentions wanting to play in the Little League, which will later be fulfilled in The Unnaturals.
  • This episode's events, specifically that of Diamondhead saving the campground, are what inspired Dr. Animo to complete his mutation research.[pop-up 1][1]
  • According to pop-up trivia from the enhanced version of the episode:
    • Ben's full name is Benjamin Kirby Tennyson.[pop-up 2] This later turned out to be true in Duped when Gwen calls him as such.
    • Gwen's birthday is in December, which would put Ben's in December too, as they both share the same birthday.[2] Their pre-established rivalry was caused by this.[pop-up 3]
      • The birthday being in December is a reference to this episode's airdate, however, the exact day has never been pinned down as being the same for the airdate since there was no desire to establish what it would be.[MW 1]
    • The pod was honing in on Max's DNA signature, but it got the wrong Tennyson.[pop-up 4] This later turned out to be true in The Final Battle: Part 2.
    • The Omnitrix was responding to Tennyson DNA. That's why it "jumped" at Ben.[pop-up 5]
    • Since Max is no longer a Plumber, he knew nothing about the Omnitrix until now, so he was not completely faking.[pop-up 6]


  1. Although Washington B.C. was produced as the first episode of the Original Series, and by extension, the entire franchise,[KM 1] since And Then There Were 10 chronologically takes place before it and lays the foundation for the rest of the series, the wiki considers And Then There Were 10 to be the first episode and Washington B.C. the second episode.


Crew Statements[]

Kersti Myrberg[]

Matt Wayne[]

Cartoon Network[]


Ben 10 Episodes