34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

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


In outer space, two ships are battling. The largest ship, the Chimeran Hammer, seems to be winning, and its captain Vilgax declares that he has come too far to be denied. Therefore, no one can stop him from achieving his goal.

Meanwhile, on Earth, in a city called Bellwood, a 10-year-old boy named Ben Tennyson is sitting in school, folding a paper airplane that hits his teacher, who is not happy. He urges the clock to go faster while his teacher tells the class about summer school. The bell finally rings and the class leaves, but the teacher scolds Ben about his paper airplane. Outside, school bullies Cash Murray and J.T. are trying to steal money from a kid named Jamie. Ben tries to defend Jamie, but the two end up hanging from a tree by their underwear. Ben’s grandfather, Max Tennyson, arrives in his RV, the Rust Bucket, and helps Ben and Jamie get down. As Ben enters the RV, he tells Max how much he has been looking forward to their summer vacation, until he spots his cousin, Gwen Tennyson, who claims that "someone" persuaded her mother this would be a good experience for her. Ben turns to Max and says "please tell me you didn't" . They are seen bickering while the RV drives off into the distance. When they arrive at the campsite of their first destination, Ben and Gwen see that Max wants them to go on a flavor ride which includes eating live worms. In secret, they decide to work together on saving food for the entire summer.

Omnitrix first appearence

The Omnitrix's first appearance

Back in space, the space battle continues and Vilgax tells his Drones to board the other ship, but the smaller projects a blast at the Chimeran Hammer and he is injured. Afterwards, the Hammer destroys the smaller ship with a blast. Before it was destroyed, the smaller ship jettisons a pod that fell into Earth.

Later, Ben goes for a walk alone, until he sees a what he thinks is a shooting star. The "star" is revealed to be the pod jettisoned at the start. It hones in on Ben and he barely manages to escape its destructive path. As he attempts to get a closer look he falls into the crater it created. The pod opens to reveal a watch-like object with green circuitry: the Omnitrix. It latches itself onto Ben's left wrist, scaring him. After failed attempts to get it off, the faceplate pops up and shows the silhouette of ten aliens. Thinking this is cool, Ben pushes the faceplate back down and transforms into Heatblast, hidden in a flash of green light. In this alien form, Heatblast screams and runs around in a panic, terrified to see himself on fire, but suddenly realizes that he isn't in pain. He decides to test his power out, launching fireballs at the surrounding trees, and accidentally creates a forest fire. Gwen and Max notice the smoke from the campsite. They both grab a fire extinguisher and rush to the scene in attempt to put out the fire, only for Gwen to find Heatblast attempting to stomp out the fire, which is only making it worse. Heatblast tries to reason with Gwen, she hits him with the fire extinguisher, sprays him with it and warns him to stay down. Heatblast retaliates by lighting her shoe on fire, while getting a cheap laugh in the process, then convinces her who he is after insulting her. She asks what happened, and Heatblast tells the whole story in a matter of seconds, finishing just as Max appears. He is just about to retell the story to his grandfather, 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 the Hammer, Vilgax 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" forever, but Max says he is an alien with a grim expression on his face. This gets him weird looks from his two grandchildren, but then the Omnitrix times out and Heatblast reverts back into Ben, hidden in a flash of red light. Max tells him not to mess around with the Omnitrix while he goes to investigate the spot of the crash. Disobeying his Grandpa's orders, Ben decides to try the Omnitrix again, and Gwen watches as he transforms into Wildmutt. In this alien form, Widmutt quickly discovers his heightened senses and disappears into the woods to have some fun. While perched on a tree limb, he senses two drones nearby. He leaps out of the way moments before a laser obliterates the branch he was previously on. One of the drones sets out after Wildmutt, who manages to defeat the first drone, but then the Omnitrix times out again and he reverts back into Ben. He is knocked to the ground and is targeted with the laser from the second drone.

Gwen appears and hits the second drone with a shovel repeatedly, destroying it. Then, Vilgax learns about the destruction of the drones and sends a larger one to Earth. It lands where Ben found the Omnitrix, destroying the pod. Max comes by later to investigate and states that he has a bad feeling about it. Returning to the RV, he lectures Ben for using the Omnitrix but decides to help his grandson learn how to use it. A call comes through on the radio asking for help with a robot attacking several parked RVs nearby. Realizing he could use his new powers to become a superhero, Ben decides to help them and transforms into Diamondhead. in this alien form, Diamondhead tells Max and Gwen to get the campers to safety as they arrive on the scene, while he fights the robot. The robot scans him and, sensing the Omnitrix, attacks. Diamondhead survives the blast unharmed and attacks the robot back, but it dodges and pins him to the ground. A ranger arrives to see the battle, and when the robot knocks a tree towards Gwen, Diamondhead slices it and it passes over her harmlessly. The robot grabs him and tries to remove his arm; however, he destroys its hand and it throws him. The robot fires a laser at him, but he redirects it, destroying the robot. Gwen and Max cheer for him as Diamondhead makes a quick escape. In space, Vilgax is told that his robots failed. He is extremely angry, and swears to destroy whoever kept the Omnitrix away from him.

Ben decides to use his new powers to cause some mischief while Max and Gwen are asleep, and transforms into XLR8. In this alien form, XLR8 races back to Bellwood and hangs Cash and J.T. from a tree by their underwear as payback for the same spectacle against him and Jamie. When he arrives back at the campsite the next morning, Max and Gwen are packing up, so XLR8 rushes things along by loading up the Rust Bucket more quickly before reverting back into Ben, saying that he needed to take care of a few things at home. Meanwhile, the two bullies are unsure of how they came to be there as it happened quite fast.

Noteworthy Events

Major Events

  • The Omnitrix is sent to Earth and locks onto Ben's wrist.
  • Vilgax starts hunting down Ben and the gang to take the Omnitrix.
  • Vilgax is injured during a space battle with Xylene and has to have his body restored during his quest for the Omnitrix.
  • Ben starts his summer trip with Gwen and Grandpa Max.

Omnitrix Alien Debuts

Character Debuts



Aliens Used



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.

Quotes Right


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)

Quotes Right


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?

Quotes Right


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.

Quotes Right


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 and Gwen stare at him suspiciously)
Grandpa Max: Uh, I mean look at him, what else could he be?

Quotes Right


(Ben transforms into Heatblast for the first time)
Heatblast: AAAHHH!!!! I'M ON FIRE!!!! I'M ON FIRE!!!!! YAAAAGGHHHH!!!!! (Stops and realizes that he's not burning) Hey. I'm on fire and I'm OK. Check it out. I'm totally hot!

Quotes Right


Max: Way to go, Be- uh Diamond-headed guy!
Diamondhead: Oh yeah! Who's bad?!

Quotes Right

Naming and Translations

Language Name Origin
Bulgarian I Togava Imashe 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
Norwegian Ti småromvesen Ten Small Aliens
Portuguese (Br) E Então Eram 10 And Then There Were 10
Spanish (HA) Y Fueron 10 And They Were 10
Spanish (Spain) Fueron 10 They Were 10
Turkish Ve sonra Yine 10 Tane Oldular And Then They Were 10 Again


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



  • The trio's first stop is Yosemite Park, California.
  • This episode's events are what inspired Dr. Animo to complete his mutation research.[1]
  • According to pop-up trivia from the enhanced version of the episode:
    • Ben's full name is Benjamin Kirby Tennyson.[2] This later turned out to be true in Duped, as Gwen calls him as such.
    • The pod was honing in on Max's DNA signature, but it got the wrong Tennyson.[3] 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.[4]
    • Since Max is no longer a Plumber, Max knew nothing about the Omnitrix until now, so he was not completely faking.[5]
  • It is eventually 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.
  • This is the only episode of the series and franchise that aired in 2005.
    • This episode actually aired in late 2005 on Cartoon Network's "Sneak Peek Week", airing alongside other Cartoon Network shows that would later premiere in 2006 on the network, such as Robotboy and My Gym Partner's a Monkey.


Ben 10 Episodes
Season 1
And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedTourist TrapKevin 11The AllianceLast LaughLucky GirlA Small ProblemSide EffectsSecrets
Season 2
TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersCamp FearUltimate WeaponTough LuckThey Lurk BelowGhostfreaked OutDr. Animo and the Mutant RayBack with a Vengeance
Season 3
Ben 10,000Midnight MadnessA Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsThe UnnaturalsMonster WeatherThe ReturnBe Afraid of the DarkThe Visitor
Season 4
Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. the Negative 10: Part 1Ben 10 vs. the Negative 10: Part 2Goodbye and Good Riddance
HijackedSnack BreakSurvival SkillsRadio DazedSleepaway CamperDogged PursuitLet the Games BeginHandle with CareRoad Trip Rumble
Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens

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