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

Back With a Vengeance is the thirteenth and final episode of the second season of Ben 10, and the twenty-sixth episode overall.


Ben's feeling cocky with the watch. He's unlocked its secret, and now can become any alien he wants, whenever he wants. That's the good news. The bad news is, after finding one another in the depths of space, Kevin 11 and Vilgax have teamed up and have returned to Earth to destroy Ben and get the Omnitrix.[note 1]


MER (36)

Ben unlocks the Master Control

A ship, revealed to be the Megacruiser from Grudge Match, flies by and a large block of ice is taken into the vessel. Inside, aliens speculate about the massive ice block, and Kevin jumps down and recaps battles he has had. He's heard of Vilgax, over and over again. He places his Heatblast hand onto the giant ice block and melts it to reveal Vilgax's face. The aliens step back after seeing Vilgax. Kevin says that they are both after the same thing; Ben, who wields the Omnitrix and has defeated them both in battle.

Meanwhile, the Tennysons take in the amazing sights of the Niagara Falls, hoping that they will have a great day. Unfortunately, Gwen finds Ben tweaking around with the Omnitrix. Ben claims that there might be some way to gain better control of it. As he continues to play around with it, the Omnitrix reacts and starts rotating through different alien silhouettes on its own, making Ben think that he must have busted it again, saying "Maybe it's just some kind of an upgrade", and transforms into Upgrade. With amazement, he says other alien names and transforms into Grey Matter and then Diamondhead. After Diamondhead transforms into XLR8, he figures out that the Omnitrix also reacts to thoughts, and he has unlocked the Omnitrix's Master Control. XLR8 transforms into Wildvine, then Heatblast and Wildmutt and looks down into the water. One of the tourists asks Max if he can take a picture of him and his wife. He becomes afraid of Wildmutt and falls overboard. Wildmutt transforms into Ripjaws and comes to the rescue by jumping into the water. After picking him up from the water, Ripjaws transforms into Stinkfly to fly him back onto the ship, safe and sound. Gwen and Max are shocked by Ripjaws transforming into Stinkfly.

Back at the Megacruiser, Kevin looks at Vilgax, saying that he doesn't look so tough. Vilgax immediately breaks free and punches Kevin away, telling him that he should have never said that. Vilgax throws a pillar straight at Kevin, and pushes him out the window, sending them both into the battle arena. Kevin says that Vilgax should be grateful to him for saving his life, but Vilgax gives allegiance to no one. After finding out that Kevin knows a lot about Ben and the Omnitrix, they form a partnership to get the Omnitrix in their hands.

On Earth, Gwen and Max relax with a snack, and Stinkfly is up in the trees. He spits slime into Gwen's pudding and laughs. Stinkfly is happy that he's able to be an alien for as long as he likes. He also throws the money he's gained from giving rides to tourists. Gwen and Max both are very aware of the new feature of what the Omnitrix can do, but they both claim that it might have hidden consequences. Max tells Stinkfly to transform back into Ben and come to him for a small chat. Stinkfly transforms into XLR8, and instead of listening to what he has to say, XLR8 runs off with his pudding.

MER (162)

Vilgax and Kevin share a mutual goal and hence, join forces

On the Megacruiser, Vilgax analyzes Kevin's DNA, and explains that his pattern is the same as Ben's. Kevin's impatience lets him talk back. They both admit that they lost to Ben, but Vilgax says that his knowledge, and Kevin's connection with Ben, will give them victory. Kevin wants to get the situation over with, but they can only do it if the Omnitrix is active. They find the signal immediately.

The Tennysons continue to enjoy their day, and Max decides to take some pictures. Wildvine comes out of nowhere and decides to dive into the water and bungee himself back up. In a series of photo shoots, Ben continues to play around with the alien forms by transforming into Four Arms, Stinkfly, Wildmutt, Grey Matter, and Heatblast.

On a sky ride, Ben decides to test which alien can spit the best loogie, and transforms into Diamondhead and Heatblast, who passes the test. Vilgax and Kevin break into the car and grab Heatblast, with Heatblast, Gwen, and Max surprised that Vilgax and Kevin are still alive. Vilgax transforms Heatblast back into Ben by touching his Omnitrix symbol, who transforms into Grey Matter and attempts to escape, but Vilgax grabs him. Grey Matter transforms into Diamondhead to escape Vilgax's hands.

Diamondhead and Kevin fall off the car. Diamondhead transforms into Stinkfly and Vilgax grabs him. Stinkfly transforms into Four Arms and throws Vilgax into Kevin. Four Arms transforms into XLR8 and saves Gwen and Max, whose car has fallen. XLR8 then transforms into Stinkfly and flies away. Stinkfly lands and transforms back into Ben. Ben transforms into XLR8 and runs off to fight Kevin and Vilgax. Kevin and Vilgax regroup on a rock, but Cannonbolt slams down onto them and breaks the rock. Max opens a hidden compartment in the Rustbucket, revealing the Null Void Projector, thought to have been locked away in Mt. Rushmore. While Kevin and Vilgax attempt to lure Cannonbolt out, Vilgax decides to use Max and Gwen as bait and the villains come to the Rustbucket.

Max opens a Null Void portal. Diamondhead arrives and Kevin and Vilgax get sucked in, but Vilgax drags Diamondhead in as well. In the Null Void, the three are attacked by Null Guardians. Diamondhead transforms into XLR8 and runs away. Vilgax gets onto a Null Guardian and controls it. Max straps on some gear and decides to go after Ben, but Gwen thinks she should go instead because Max is the only one who knows how to operate the Projector.

MER (332)

Vilgax, Kevin, and Ben get sucked into the Null Void

Inside the Null Void, Heatblast is flying away from the Null Guardians that are controlled by Vilgax and Kevin. They grab and carry him inside of one of the Null Guardians' mouths. Heatblast transforms into Grey Matter and escapes. Grey Matter transforms into Cannonbolt and bounces away from the villains, then Cannonbolt transforms into XLR8 and sprints along with the floating platforms and transforms into Stinkfly to fly over Vilgax and his Null Guardian. Stinkfly transforms into Four Arms to knock Vilgax and the Null Guardian down and he does a back flip and transforms into Grey Matter to run along the Null Guardians. Grey Matter transforms into Wildmutt to dodge the Null Guardians and then Wildvine to knock the Null Guardians into each other. Wildvine transforms into Heatblast again to fly away, but he is attacked by a group of Null Guardians. Heatblast transforms into Grey Matter and escapes from the Null Guardians, before he is attacked by another group while in the air.

MER (384)

Ben skillfully uses the Master Control to fight and escape his foes

On Earth, Gwen suits up to enter the Null Void and find Ben. Max outfits Gwen with a wristwatch that will lead her and Ben back to the portal but warns her that the Null Void Projector can only keep the portal open for about 10 minutes. This will be indicated by a gauge on Gwen's watch; when it reaches the red zone, she needs to get out no matter what. Before she goes in, Max gives Gwen a blaster for anything that's not Ben. Havoc Beasts attack her jetpack and she throws a bomb that lures them away. Meanwhile, Ben transforms into Wildmutt on a rock platform, and Vilgax and Kevin arrive. Wildmutt transforms into Grey Matter and then Stinkfly to fly away. Back on Earth, the Null Void Projector starts to screw up and Max told Gwen to get out.

In an instant, Stinkfly encounters Gwen, and he is happy to see her. A Null Void creature then tries to eat them, and they fly away from it, but Kevin is able to grab a hold of Gwen before they reach the portal that would lead them out of the Null Void. To make it worse, they are surrounded.

MER (522)

The Omnitrix is removed

Stinkfly has no other choice but to give up and save Gwen by landing on a platform and transforming back into Ben. Ben gives up the Omnitrix to Vilgax and Kevin in exchange for Gwen and thinks it would be a simple trade, but Kevin in an instant throws Gwen away, pins Ben down, and furiously plunges a device into the ground above Ben's arm to painfully tear the Omnitrix off of Ben's wrist and place it in a spherical container. Ben says that he zeroed the Master Control, but Vilgax says that it will be easy to crack the code. Kevin runs away with the Omnitrix and Vilgax follows.

Gwen and Ben chase them with Gwen's jetpack. The portal begins to close, and Kevin tackles Vilgax while Gwen grabs the Omnitrix. Vilgax and Kevin block the portal and Ben tells Gwen to get rid of it. She throws something away, and Ben jumps down and tells Gwen to go. She does, and Ben jumps over Kevin and out of the portal.

MER (609)

Ben regains the Omnitrix

Unfortunately, the Omnitrix was seemingly left in the Null Void, and Ben thinks he will never get it back. On that note, he apologizes for his arrogance and how he was abusing his powers before. However, Gwen says that she has a present for Ben. It was the container that held the Omnitrix that Ben swears he saw Gwen throw away. Gwen says that Ben may be dumb enough to throw the Omnitrix away, but she's not. Back in the Null Void, Vilgax and Kevin go after the decoy which Gwen threw, which turns out to be one of Gwen's grenades. It explodes after Vilgax catches it, and he and Kevin are attacked by one of the Null Void's monsters after realizing they are trapped inside forever, much to their anger. Ben puts the Omnitrix back on and Max tells Ben that he owes Gwen a big-time thanks, but Ben has something else in mind, revenge. He tries to transform into Stinkfly or Wildvine to get back at Gwen, but he transforms into Grey Matter instead and remembers that he zeroed out the Master Control. Gwen and Max laugh about it.

Noteworthy Events[]

Major Events[]

  • Ben accidentally unlocks the Omnitrix's Master Control but locks it to prevent Vilgax and Kevin from accessing its full power.
  • Vilgax and Kevin team up to get revenge on Ben.
  • The Omnitrix is removed from Ben's wrist for the first time, revealing that its removal is indeed possible.
  • Vilgax and Kevin are trapped in the Null Void.

Minor Events[]

  • The Null Void's interior is first seen in this episode.



Aliens Used[]

  • Upgrade (unintentional transformation; cameo)
  • Grey Matter (x8; first to seventh times were cameos; eighth time was an accidental transformation)
  • Diamondhead (x4; first and second times were cameos; second time was an off-screen activation)
  • XLR8 (x6; first, second, fourth and sixth times were cameos)
  • Heatblast (x5; first, second and fifth times were cameos)
  • Wildvine (x3; first and third times were cameos; second time was an off-screen activation)
  • Wildmutt (x4; first, second and third times were cameos)
  • Ripjaws
  • Stinkfly (x6; second, third, fourth and fifth times were cameos)
  • Four Arms (x3; cameos)
  • Cannonbolt (x2; first time was an off-screen activation; second time was a cameo)


Max: Ben, would you please pay attention to something other than that watch?
Ben: I-I'm just trying to figure out how to control it better. That's all, Grandpa.
Gwen: Get real! There must be, like, a billion command combinations on that thing.
Ben: (continuing fiddling) Yeah? So?
(The Omnitrix's body suddenly blinks and the raised faceplate starts turning on its own. It shows Ben every alien's silhouette in rapid succession.)
Ben: Uh oh. Please tell me I didn't bust this thing again... Maybe it's just some kind of an upgrade-
(The Omnitrix suddenly turns Ben into Upgrade.)
Upgrade: Woah! What happened? I-I never even touched it! Unless...maybe now I don't have to...! (sitting up) "Grey Matter".
(He turns into Grey Matter, stuck inside his raincoat.)
Grey Matter: "Diamondhead".
(He turns into Diamondhead, the raincoat now too small on him.)
Diamondhead: Cool. This rocks!
(He wordlessly turns into XLR8.)
XLR8: I must have finally unlocked some kind of "master control" or something!
Heatblast: Now, I can go alien-
Wildvine: -just by thinking it. (He turns into Wildmutt and runs off.)

Gwen: You've been 'Stinkbutt' for hours. Give it a rest, dweeb!
Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in! Check out the green I made giving rides to tourists!
(He holds up a handful of dollar bills and throws them down to Gwen.)
Gwen: You know, I never thought I'd say this, but I'd rather see your normal jerky face for a change.
Max: Gwen's right, Ben. Just because you can be an alien all the time, doesn't mean you should be an alien all the time. We still don't know if there are any hidden consequences.
Stinkfly: (groans) Okay, Grandpa. I'll take it easy...
(As Max happily returns to his bowl, XLR8 zips next to him.)
XLR8: -For a milisecond. Time's up!
(He grabs Max's bowl and runs away at supersonic speed.)
Max: Hah. (resting his head on his fist; sarcastic) So glad we had this chat.

(Max activates the Null Void Projector and tries to capture Kevin and Vilgax)
Diamondhead: I've got 'em, Grandpa!
(Vilgax and Kevin struggle to keep their footing, as the portal forcefully draws them closer.)
Kevin: (sucked in) Unngh! What's happening?
Vilgax: (sucked in) The Null Void! NOO-!
(Diamondhead comes to a stop just before the portal, but Vilgax's arm pushes back out the portal and grabs Diamondhead by the face, pulling him in as well.)
Gwen & Max: Ben!

Stinkfly: Let her go! Or I'll-!
Vilgax: "Or you'll" what?
(Vilgax hovers behind him. Stinkfly thinks for a moment, then touches down on a rock and transforms back to Ben.)
Ben: Let her go and you can have this stupid Omnitrix.
Gwen: Ben, no!
Ben: We have a deal or don't we, Vilgax? My cousin for this stupid watch!

Naming and Translations[]

Language Name Origin
Croatian Povratak Osvetnika The Return of the Avenger
Dutch Terug voor Wraak Back for Revenge
French Double Vengeance Double Vengeance
German Die Rückkehr The Return
Hungarian Dühös Visszatérés Furious Return
Italian La Vendetta Revenge
Polish Kevin i Vilgax Kevin and Vilgax
Portuguese (Br) De Volta com Uma Vingança Back with A Vengeance
Romanian Răzbunarea Revenge
Spanish (HA) Los Malos Están de Regreso The Bad Guys Are Back
Spanish (Spain) Una Venganza Bien Planeada A Well Planned Revenge


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Stinkfly
Steve Blum Heatblast
Tour Guide
Jim Ward Diamondhead
Richard McGonagle Four Arms
Fred Tatasciore Ripjaws
Richard Horvitz Grey Matter
Charlie Schlatter Kevin Levin



  • For some reason, Ben's transformations are wearing the raincoat, despite the fact that the Omnitrix breaks down the clothes when Ben transforms.
  • Heatblast does not burn the raincoat when using it, despite him burning everything he touches.
  • When Wildmutt is wearing the raincoat, it is shown to be intact despite Diamondhead's shards causing a tear in the back.
  • Gwen is surprised when Ben as Ripjaws changes into Stinkfly, despite not showing shock at Wildmutt being right next to her and changing into Ripjaws.
  • When Vilgax throws the container at Kevin, it creates a breakage in the right side of the glass. However, in the next scene, when Kevin is shown to be firing crystal shards at Vilgax, the breakage is shown on the left side of the glass. Also, when Vilgax and Kevin exit that part of the Megacruiser, the breakage in the glass is shown to be bigger than it was when Vilgax threw the container.
  • When Vilgax holds Ben atop the sky ride, the Omnitrix's dial faces the wrong way.
  • The closed captions for the Ben 10: The Complete Season 2 DVD misspell Havoc Beasts as "Hyvex Beasts".
  • Gwen doesn't have the grenades when Kevin is holding her.
  • The container Kevin is carrying already had the Omnitrix before Kevin took it off of Ben.
  • When Kevin pins Ben down with his foot and uses a device to tear the Omnitrix off of Ben's wrist, for a moment his foot looks green/blue diamond-like instead of reddish.
  • When Kevin removes the Omnitrix from Ben's wrist, XLR8's silhouette has human-like feet.


  • The episode's title is listed as Back with a Vengeance on the Cartoon Network website.[CN 1]
  • This is the second episode where Ben transforms into all of his currently available aliens, the first being Secrets. Both are season finales.
  • As shown on the Ben 10: The Complete Season 2 DVD, there are four deleted scenes in this episode.
    • In the first one, after Ben escapes a Null Guardian's mouth, he turns into Cannonbolt and says "Let's roll out of here!". Cannonbolt rolls on a circular rock and turns into XLR8.
    • In the second one, Ben keeps switching from alien to alien while escaping from Vilgax, Kevin, and the Null Guardians. Right after Ben transforms into Wildvine, he turns into Diamondhead and makes his hands sharp to slide down a rock. Then, he transforms into Heatblast and blasts a few Null Guardians before flying away.
    • In the third one, when Kevin removes the Omnitrix, the scene is longer than in the final version of the episode and Ben is knocked out for a couple of seconds before waking up and saying he zeroed out the Master Control.
    • In the last one, when Ben runs away from Kevin, the scene is also longer than in the final version of the episode. Kevin uses Heatblast's fireballs, Stinkfly's goo, and Diamondhead's crystals to try and stop Ben before trying to catch him while flying.
  • According to pop-up trivia from the enhanced version of the episode:
    • The Omnitrix responded to Ben thinking about Upgrade, not him saying it.[pop-up 1]
    • As Kevin grows older, more and more of his human DNA will be restored.[pop-up 2] This later turned out be true in ...Nor Iron Bars a Cage, where it is revealed that Kwarrel helped Kevin permanently shed his Kevin 11 mutation.
    • The real winner of the spitting contest would be Upchuck, but Ben hadn't discovered him yet.[pop-up 3]
    • Max was afraid to use the Null Void Projector since he thought he damaged it while fighting Phil in Truth.[pop-up 4]
    • Max's Plumber suit is made of an special material that conforms to fit any human, including Gwen.[pop-up 5]
    • Phil was still in the Null Void in this episode, but thousands of "miles" away from Ben, Kevin and Vilgax.[pop-up 6]
    • Kevin used Wildmutt's sense of smell to find Ben.[pop-up 7]
    • The holding container kept the Omnitrix from attaching to Gwen.[pop-up 8]


  1. The original synopsis provided on the Cartoon Network website erroneously reads: "Ben's feeling cocky with the watch. He's unlocked its secret, and now can become any alien he wants, whenever he wants. That's the good news. The bad news is, after finding one another in the depths of space, Kevin 11 and Vilgax have teamed up and have returned to earth to destroy Ben and get the Omnitrix."[CN 1]


Cartoon Network[]


Ben 10 Episodes