And Then There Were 10 is the first episode of Ben 10.


A smaller ship is being blasted by a large, orange one, piloted by Vilgax. The smaller ship ejects a pod towards Earth, and causes damage to Vigax's ship. This causes Vilgax horrible injuries. The smaller ship is then blasted to pieces.

Meanwhile, on Earth, a 10-year-old boy named Ben Tennyson finishes school for the summer holidays. His life is shown here; he first gets into trouble for flying a paper airplane. He then tries to stop the local bullies, Cash and JT, from beating a kid for his money. Ben gets beaten up and dangled by his underwear in a tree with the kid. After his grandfather, Max Tennyson, helps him getting down, he tells how much he has been looking forward to their camping holiday, until he spots his cousin, Gwen (who claims that "someone" persuaded her mother this would be good for her), who he dislikes (apparently because they share the same birthday). When they arrive at the campsite, Ben and Gwen see that Max wants them to go on a flavor ride which includes eating bugs (they actually decide to work together on saving food for the entire summer).

Heatblast Scared

Heatblast's debut

Ben wanders off into the forest in anger after an argument with Gwen and he notices a shooting star. The star is actually the pod jettisoned at the start. It hones in on Ben (In later episodes, it shows that since the pod and the object inside are able to hone on all Plumbers, the pod actually sensed Max's DNA, but gets the wrong Tennyson. It does the same to Gwen and Max in another episode) and he just barely jumps out of the way before it hits the ground. He slips into the crater it created. The pod opens to reveal a watch-like object; the Omnitrix. It latches itself onto Ben's wrist, scaring him. After several failed attempts to get it off, the faceplate pops up and shows the silhouette of an alien. Thinking this is cool, he pushes the faceplate back down, and transforms into Heatblast. He screams and runs around in a panic, terrified because he's "on fire", but realizes that he isn't getting hurt, and decides to test his power out, launching several fireballs at the trees and ends up starting a forest fire.

File:Wildmutt and Gwen.jpg

Gwen and Max notice the fire, and both Gwen and Max grab a fire extinguisher and rush to try and put it out, only for Gwen to find Heatblast attempting to stomp out the fire (only making it worse, of course). Gwen is terrified at his appearance and, just as he is trying to reason with her, whacks him with the fire extinguisher, sprays him with it, and tells him to stay down. Heatblast retaliates by lighting her shoe on fire (getting a cheap laugh in the process while Gwen puts it out), and convinces her who he is after insulting her. Gwen asks what happened, and Heatblast tells the whole story in a matter of seconds, finishing just as Max appears. They reveal what happened to Ben, and Heatblast is just about to tell the whole story to Max again, but Gwen interrupts and reminds them of the forest fire. Max tells Heatblast to start a new fire and let it burn into the old one in order to put them both out; it works, but most of the forest is destroyed just as the Park Rangers show up.

Back on Vilgax's ship, he is fairly torn up, on life support in a large tank with his legs and left arm missing. He sends two drones to retrieve the Omnitrix. Meanwhile, Heatblast explains his story to Max. Gwen asks Max if he thinks Ben will stay a "monster", but then Max says he is an alien with a grim expression on his face. This gives weird looks from Heatblast and Gwen. Then beeping sounds and Heatblast goes back to Ben. Max says Ben should not mess around with the Omnitrix and he goes to investigate the spot of the crash.

Ben decides to try the Omnitrix again. Gwen watches as Ben turns into Wildmutt, and Wildmutt discovers his sense of smell by dodging her. Wildmutt goes into the woods having fun. Then his sense of smell detects and jumps, almost hit with a laser. One of the drones chases Wildmutt until Wildmutt bites the drone. Wildmutt defeats the first drone, but then the Omnitrix times out and Ben appears. He is knocked to the ground and is getting targeted with the laser from the second drone.

Gwen appears and does damage to the second drone, destroying it. Then Vilgax learns about the destruction of the drones and sends a bigger one to Earth. It lands where Ben found the Omnitrix, destroying the pod. Max comes later and thinks he has a bad feeling about it. Max lectures Ben back at the RV. The radio then says about an attack of some sort. Ben realizes it must be a drone. Ben, Max, and Gwen go near the campsite. Ben turns into Diamondhead. Diamondhead fights the drone while Max and Gwen evacuate the area. Diamondhead learns he could reflect the blast and reflects it, destroying the drone. Vilgax learns of the destruction of the drone and says that the Omnitrix user is a worthy adversary.

It is morning and Max and Gwen are packing. They wonder where Ben is and he comes as XLR8, saying he had to take care of something. Cash and JT are shown with a wedgie on a tree wondering how it happened.

Major Events

  • Ben goes on a summer trip with his cousin Gwen and Grandpa Max.
  • The Omnitrix was sent to Earth and locks on Ben's wrist.
  • Vilgax hunts down Ben and the gang to take the Omnitrix.
  • Ben first transforms into Heatblast, Wildmutt, Diamondhead, and XLR8.


Omnitrix alien debuts



Aliens used


  • When Cash is bullying a boy, he has a cash register picture on his t-shirt.
  • The trio's first stop is Yosemite.
  • The episode title is a reference to the detective fiction novel, And Then There Were None written by Agatha Christie.
  • The space battle at the beginning of the episode is a reference to the opening scene to Star Wars Episode IV.
  • Gwen called Ben "Tennyson", but since she has the same last name, she was just insulting her own family.
  • Since Ben had not used them before, the transformation sequences for Diamondhead and Heatblast were slightly different.
  • It appears that the Omnitrix has a certain time limit as to how long Ben can stay as an alien. This was revealed to be approximately 10 minutes in Ben 10: Race Against Time.
  • Heatblast was Ben's first ever transformation.
  • Grandpa Max immediately recognizes Heatblast as an alien. He then tries to cover up his knowledge by saying that it's obvious. This was the first of several references to his knowledge about aliens that led to his secret being revealed in Truth.
  • Heatblast's transformation is different in this episode


  • Grandpa Max: (after learning that Ben is Heatblast) Ben? What happened to you?
  • Heatblast: Well, when I was walking this meteor...
  • Gwen: (cuts Heatblast off) Um, excuse me. Major forest fire burning out of control, remember?
  • Heatblast: What do we do?
  • Grandpa Max: Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?
  • Heatblast: Shooting flames, I can definitely do.

  • 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 like I was somebody else. (Omnitrix pops up) Hey, I think I figured out how I did it. Should I try it again? Just once?
  • Gwen: I wouldn't.
  • Ben: No duh, you wouldn't. (activates Omnitrix)

  • Ben: (messing with Omnitrix) Huh. I wonder what this does.
  • Gwen: (surprising Ben) Caught ya! (laughs)
  • Ben: (mimicking Gwen's laugh) Very funny, like your face.
  • Gwen: 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: Come on. You can't tell me you aren't a little bit curious what else this thing can do?
  • Gwen: Not in the least.
  • Ben: You sure you're related to me?

  • Diamondhead: (after seeing giant robot) Looks like papa robot this time. I'll get gear-head's attention, you guys get the campers to safety.
  • (giant robot picks up the ranger)
  • Diamondhead: Leave him alone! You want someone to pick on, try me.

  • Grandpa Max: Where's Ben?
  • Gwen: I haven't seen him since breakfast.
  • (XLR8 runs up)
  • Grandpa Max: Ben?
  • XLR8: Yep. Hey, check this out. (puts away all their stuff in a few seconds) Pretty fast, huh? (transforms back to Ben)

  • Grandpa Max: And you say that this watch just jumped up and clamped onto your wrist?
  • Heatblast: Hey, this time it wasn't my fault. I swear.
  • Grandpa Max: I believe you, Ben.
  • Gwen: Think he's gonna stay a monster forever?
  • Grandpa Max: He's not a monster, he's an alien!
  • (Heatblast & Gwen stare at him suspiciously)
  • Grandpa Max: Uh, I mean look at him, what else could he be?

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