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Ben 10,000 is the second episode of the third season of Ben 10, and the twenty-eighth episode overall.


Ben gets sucked into the future by a grown up Gwen. His mission is to help the now all powerful and adult Ben 10,000 seemingly defeat the future versions of Dr. Animo and Vilgax. However, the real reason Ben has been brought to the future is to teach his adult self some humility and the fact he's lost touch with Max and has forgotten what's really important, family.[CN 1]


Ben and Gwen seem to be getting along now and Gwen reveals that it's Max's 60th birthday, but they begin to argue about who would get his birthday cake when Max leaves. Gwen says that Ben was supposed to get it. They play a game of rock, paper, and scissors to determine who would get the cake. Before the final count, a portal appears in the middle of the campground and a woman flies out from it. She has a mask to cover her face and she has the five Charms of Bezel on her left arm. She grabs Gwen, hoping that Ben would come after her. He transforms into XLR8 and runs into the portal. Max returns with firewood, but with Ben and Gwen nowhere to be found.

The mysterious woman takes Gwen into a futuristic world and XLR8 comes to take her back. A girl on a hoverboard waves at XLR8. As he waves back, a kid spots him and recognizes him as a hero, calling him "Ben 10K". XLR8 spots a giant statue that says: "Hero of Heroes: Ben 10,000." XLR8 is amazed by how much he is recognized in this world. Suddenly, the statue is torn down and Exo-Skull, a cybernetically enhanced rhinoceros, appears out of the clouds of smoke and dust. XLR8 runs towards him, hoping that he'll be able to deliver a blow, but unfortunately, the Omnitrix times out and XLR8 reverts back into Ben before he can attack. The woman casts a spell before Exo-Skull attacks Ben. The woman attacks, hoping to take down Exo-Skull, but he shoots a net to take her down instead. Ben and Gwen are now in danger and run for their lives.

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Ben and Gwen meet their future selves

All of a sudden, someone speeds in to help and takes out Exo-Skull in no time flat. It turns out to be another XLR8, only wearing a different color of attire and a little bigger. Ben recognizes who it really is: Ben 10,000. Ben is amazed at how much he's changed in the future, and he asks him how the 10,000 aliens may be unlocked on the Omnitrix. Future XLR8 tells the masked woman to send them back. Gwen and the woman insist that he change his attitude. Immediately, Gwen realizes that the woman was her, 30 years old, but she refers to herself as Gwendolyn. Gwen is amazed by how she knows magic, but Ben doesn't seem to care now and wants to know why they were taken from their time.

Gwendolyn explains that Ben 10,000 has fully mastered the Omnitrix, but he still needs help. She says that it might not be enough power to support him in future encounters. Suddenly, Gwendolyn's belt alerts them that Sector 15-D is being attacked, and it contains DNA samples from across the galaxy. Ben knows that Dr. Animo is up to no good, based on Ben 10,000's assessment that Exo-Skull was sent by Animo. Ben attempts to activate the Omnitrix, but it has to recharge. Something drives by shortly after, and it's the RV. Inside is 80-year-old Max. It's his birthday, and he's happy to see his grandkids as children once again.

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Max at the age of 80

They come inside the newly modified RV, and much of it has been rebuilt. They are amazed by how the RV now has the ability to fly. Ben asks where he sleeps, but Gwendolyn says that he has his own quarters, due to his other priorities. Ben asks Max if he's coming, but he says that Ben 10,000 hasn't needed his help for a long while. Instead, he wants a goodbye from them before they were sent back to their time. As the door closes, Max has a feeling of sadness.

Ben attempts to transform into Four Arms, but he transforms to Stinkfly and they head into the sector. Inside, Ben 10,000 as Four Arms is already fighting. While Stinkfly tries to get through to Four Arms, he doesn't care what he says. As the smoke clears, Animo heads out, and he's biologically enhanced. His head is attached to what appears to be a giant gorilla. Animo plans to use all of Ben 10,000's DNA samples to create 10,000 monstrous minions.

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Ben 10,000 uses Master Control to fight Future Dr. Animo

Stinkfly comes in to attack, but Four Arms ties Stinkfly's tail down, and he shouts at him to stay out of his way. Gwendolyn tells Gwen that future Ben prefers everything to be done himself. Stinkfly struggles to get free, but to no avail. As Four Arms and Animo fight, Four Arms transforms into Spitter, and he fires slime at Animo. Spitter transforms Buzzshock to electrify him, then transforms into Cannonbolt to knock him out. Cannonbolt transforms into future Four Arms to tie Animo down.

The Galactic Enforcers arrive to help, but Four Arms transforms into XLR8 and says that they're too late. Ultimos says that they should be given a chance to help out, but XLR8 doesn't let them. Instead, he orders them to bring Animo to the Null Void. It's at this point that Ben's Omnitrix times out, reverting Stinkfly back to Ben and setting him free. XLR8 decides to take Ben and Gwen back to his headquarters. As the Galactic Enforcers are about to clean up the mess they were told to do, Animo releases a gas that causes them to collapse. He rips open a nearby chamber holding what seems to be the remains of Vilgax. Animo then resurrects Vilgax, creating a new body from the remains.

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Ben 10,000's headquarters

At Ben 10,000's headquarters, Ben is amazed by how it's built. Ben is glad to see that he has his own "hangout," but future XLR8 says he's too busy monitoring Earth for any trouble and has no need to hang out. Ben is disappointed that he doesn't have fun in the future. While XLR8 scans for any dangers, he tells Ben and Gwen to not touch anything. Ben activates a hoverboard and tries to get XLR8 to race him, but XLR8 declines and snatches the board away. While Ben and XLR8 argue about their different behaviors, an alert is sent out that another sector is under attack. Gwendolyn says that the sector is 61 stories below them, though she realizes that the place is in danger. It happens to be the location of the Null Void Projector.

There, Animo tries to activate the Null Void Projector, when XLR8 arrives and transforms into Diamondhead to fight. Vilgax steps out from the shadows and is shown to be alive. Gwen, Gwendolyn, and Ben arrive at the Null Void Projector room to help out. Ben tells the Gwens to go after Animo, while he goes to Diamondhead to help fight Vilgax. Ben attempts to transform to Four Arms yet again, but he transforms into Upgrade instead and attacks Vilgax by merging with the hoverboard. Future Diamondhead tells Upgrade to get away, but Upgrade insists that if it's Diamondhead's battle, then it's his too. Future Diamondhead transforms Upgrade into Cannonbolt by touching the Omnitrix symbol. Diamondhead transforms into Wildmutt.

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Vilgax in the future

Gwen and Gwendolyn are inside fighting Animo, while they notice that the Null Void is about to open. Cannonbolt and Wildmutt continue fighting Vilgax, but it appears that they don't have the power to defeat him. Wildmutt is knocked away and transforms into Heatblast, but he still cannot defeat Vilgax as he is knocked into the air. Heatblast then transforms into Stinkfly and tries to fight Vilgax, but he is defeated as well. Stinkfly transforms into XLR8 and continues to fight Vilgax, who says that he has become familiar with the fighting styles of every one of Ben 10,000's alien forms due to an analysis by Dr. Animo as XLR8 transforms into Four Arms. Vilgax swats Cannonbolt away, but Max arrives just in time and blasts Vilgax with the gun designed to destroy him, which sends Vilgax flying. Cannonbolt tells Max to head in to help out Gwen and Gwendolyn while he and future Four Arms battle Vilgax. Vilgax, Cannonbolt, and Four Arms fall off of a ledge and land several stories below. Meanwhile, Gwen is in danger, but luckily, Max comes just in time to extend his arm to reach her. At first, she's puzzled about it, but Max reveals that within 20 years, his arm was replaced with a metal one. He transforms his arm into a giant gun and goes off to fight Dr. Animo with the Gwens.

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Ben 10,000 decides to fight Vilgax the old-fashioned way

Cannonbolt wonders if Four Arms remembers his old way of fighting villains. Vilgax arrives and Four Arms transforms back into Ben 10,000, who says that maybe he should start fighting like Ben. Vilgax is not impressed by Ben 10,000's attempt to defeat him with his true form. Ben 10,000 transforms Cannonbolt into Diamondhead and uses a hoverboard to make Vilgax try and get him. Once Ben 10,000 has Vilgax near a pool of water, he transforms into Spitter and spews slime at the villain. Vilgax reaches the ledge of water and Diamondhead uses the diamonds to push him down into the water. Spitter transforms into a future ice alien to freeze the water, trapping Vilgax inside. Diamondhead looks at the alien and asks what his name is. The future alien says that he no longer names his aliens, but he remembers what Cannonbolt has told him. He comes up with "Absolute Zero," but Diamondhead thinks it's boring and uncreative. Instead, he suggests "Arctiguana". Arctiguana seems to agree with the name, calling it "cool".

Back at the Null Void Projector, Gwen, Gwendolyn, and Max manage to best Dr. Animo, causing his head to unscrew from his ape-like body. Dr. Animo's head attempts to get away, but Gwen holds it down by standing on one of its tendrils. Max proceeds to shut down the Projector, sealing all the captured beings inside.

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The Tennysons celebrates Max's 60th birthday

At the headquarters, Ben, Ben 10,000, Gwen, and Gwendolyn celebrate their grandfather's 80th birthday. Ultimos alerts that there is danger. But for the first time in years, he decides to take the day off and enjoy it with Max. Gwen realizes what they were brought to the future for; to help Ben 10,000 adjust his attitude. Ben 10,000 gives Ben a cube to take home telling him it's something he should have done years ago. Max is worried that the kids were missing, but they appear behind him. Ben activates the cube and reveals a birthday cake, and they celebrate Max's birthday.

Noteworthy Events[]

Major Events[]

  • Ben and Gwen learn about one of their possible futures.

Character Debuts[]

Omnitrix Alien Debuts[]



Aliens Used[]

By Ben[]

By Ben 10,000[]

Spells Used[]

  • Kemo Char (x2)
  • Meena goh
  • Twista Combititus
  • Interdamoto laborator


XLR8: Whoa! (reading inscription) "Hero of Heroes", "Ben Ten Thousand"! Is that really... me?
(Suddenly, the statue base is blown apart and the figure comes falling down. XLR8 rushes Gwen out of the way.)
Gwen: More like, "was" you.
(Out of the smoke and dust of the statue, a rhino-like monster named Exo-Skull walks forward.)
Exo-Skull: Hey, Tennyson, "long time no see".
XLR8: Do I know you?
Exo-Skull: (getting down on all fours) Prepare for my revenge! (He fires blue laser blasts from out of his horn.)
XLR8: (running; dodging the blasts) Oh, yeah? Well, why don't you prepare to see why they call me "hero of"-!
(Just as XLR8 runs toward Exo-Skull, the Omnitrix times out and Ben goes flying.)
Ben: Yaaah! (He smacks into Exo-Skull's armored chest, doing no harm to anyone but himself.) Ooh...
(The beast walks up to Ben, completely overshadowing him.)
Ben: (looking up) Uhh, maybe we could talk about this...?

Ben: Whoa. You', right? And it looks like I'm new and improved! (getting excited; punching the air) This is so cool! - That I'M so cool! Did you say "headquarters"? I HAVE MY OWN HEADQUARTERS!
XLR8: I don't have time for this!
Ben: (XLR8 turns away and Ben again blocks him.) So, when can you catch me up on my other 9990 heroes?
XLR8: Hmm. How about... NEVER!

(Four Arms pulls a piece of piping out of the floor and bends it around Stinkfly's tail, trapping him.)
Four Arms: Stay out of my way!
Stinkfly: (struggling) Hey, you can't - I mean, I can't do that to me!

Stinkfly: Whoa! I rock! What do you call that other one? Loogie Man? Spitter?
Cannonbolt: They're not pets. I don't name them anymore. (transforms into Four Arms)
Stinkfly: Awww, but that was half the fun!

Ben: Whoa! This is my headquarters? Awesome! I must chill out here a lot.
(XLR8 finally puts them down, their hair now completely frizzy, then rushes around the room, monitoring equipment.)
XLR8: There's no time. I'm always patrolling the planet. Thus, Ben has no need to hang out here.
Ben: Okay, tell me I didn't just say "thus." (He and Gwen pat down their hair.) Don't I have any fun anymore?
XLR8: You'll learn soon enough. Being me is not about fun. Now wait here for Gwendolyn, and don't touch a thing!

XLR8: Get off that board, now.
(Gwendolyn arrives through an elevator and sees Ben flying gleefully above XLR8 and spinning in circles.)
Ben: What? I don't even smile when I terrorize Gwen anymore? Hah, you're even worse than I thought! (stops spinning) Cool move, huh? Wanna race?
(In the blink of an eye, XLR8 snatches the board out from under Ben, causing him to fall.
XLR8: No! Those days are over.
Ben: Well, what I'm "over" is being a hero if this is how I turn out. I am such a JERK!

Diamondhead: (forming his arms into spikes) It ends now, Animo!
Vilgax: Oh, but it's only just beginning.
(Vilgax steps out from the shadows, revealing his new body with bulky arms and chest.)
Diamondhead: VILGAX!

Diamondhead: Get out of here!
Upgrade: When are you gonna get it through your thick skull? If this is your fight, it's my fight too.
Diamondhead: Well, then, this might help.
(Diamondhead transforms Upgrade into Cannonbolt by touching the Omnitrix symbol. Diamondhead then transforms into Wildmutt.)
Cannonbolt: Hey! I don't have to be Ben anymore! (Toppling over)

Vilgax: You think you can destroy me? I analyzed every one of your aliens and had Animo program their moves into my new DNA. Nothing you can do will surprise me anymore.

(Gwen is in danger as Animo lunges, but luckily, Max comes just in time to extend his arm to reach her.)
Gwen: When did you get that?
Future Max: A lot can happen in twenty years. (Turning arm into a gun.) Come on, let's show him what we Tennysons are made of.

Cannonbolt: He may know how all your aliens fight, but does he know what Ben Tennyson can do? I just hope after all this time, you haven't forgotten, too.

Diamondhead: Hey, what do you call this guy?
Arctiguana: I don't name. (Pausing.) Uh, I don't know. "Absolute Zero"?
Diamondhead: Boring! How about... "Arctiguana"?
Arctiguana: Cool!

Ben: Wait! You never told me the secrets of the watch! How I don't have to go Ben!
Ben 10,000: Trust me, you're gonna wanna go Ben. Thanks for making me realize that. Oh, here. Take this.
Ben: What is it?
(Ben 10,000 gives Ben a metallic cube to take home.)
Ben 10,000: Something I should've gotten Grandpa twenty years ago.

Naming and Translations[]

Language Name Origin
Croatian Ben 10,000 Ben 10,000
French Retour dans le Futur Back in the Future
German Ben 10,000 Ben 10,000
Hungarian Ben 10,000 Ben 10,000
Italian Il portale del tempo
Polish Ben 10,000 Ben 10,000
Portuguese (Br) Ben 10,000 Ben 10,000
Romanian Ben 10,000 Ben 10,000
Spanish (HA) Ben 10.000 Ben 10,000
Spanish (Spain) Ben Ten Y Mil Mas Ben 10 Thousand More
Turkish Ben 10,000 Ben 10,000


Voice Actor Role(s)
Tara Strong Ben Tennyson
Future Gwen
Meagan Smith Gwen Tennyson
Pretty Girl
Paul Eiding Max Tennyson
Future Max Tennyson
Dee Bradley Baker Stinkfly
Steve Blum Heatblast
Jim Ward Diamondhead
Richard McGonagle Four Arms
Fred Tatasciore Cannonbolt
Ben 10,000
Dwight Schultz Dr. Animo
Tom Kane Arctiguana


  • In one shot, XLR8's face is miscolored below his lip.
  • Ben asks Ben 10,000 about unlocking the other 9990 aliens. However, at this point Ben had discovered 12 aliens, so he actually should have said 9988.
  • In various shots during the episode, the Omnitrix's dial faces the wrong way.
  • The charms on Gwendolyn's arm change places, from being three on the upper arm and two on the forearm to two on the upper arm and three on the forearm, in some shots.
  • XLR8 grabs Ben and Gwen, but then he runs alone.
  • When XLR8 first encounters Dr. Animo in Sector 1-A Centric, his visor is miscolored green.
  • In one shot, Future Diamondhead's Omnitrix symbol has its colors switched.
  • When Upgrade unmerges with the hoverboard, his Omnitrix symbol is missing.
  • After Cannonbolt and Four Arms get knocked down by Vilgax, Cannonbolt's fingers have black lines around it like Ben 10,000's Cannonbolt. In the next shot, the lines are gone.
  • The closed captions on the Ben 10: The Complete Season 3 DVD misspell the "Twista Combititus" spell as "Twin stuff, call me Titan". The DVD and the end credits also misspell Arctiguana's name as "Articguana".


Fred Fredburger Alien

The unused Fred Fredburger alien incidental

  • From this episode onward, Cannonbolt replaces Ghostfreak in the opening.
  • In this episode, Ben 10,000 is able to trigger 10-year-old Ben's transformations by touching the Omnitrix symbol. Teen Ben uses this same method to change between forms; he does the same thing to 10-year-old Ben in The Forge of Creation.
  • According to pop-up trivia from the enhanced version of this episode:
    • This episode takes place in South Dakota.[pop-up 1]
    • Ben would have won the rock-paper-scissors game had it not been for Gwendolyn's interruption.[pop-up 2]
    • Ben's interaction with aliens eventually opens the door for contact and trade between Earth and other planets.[pop-up 3]
    • Living criminals go to the Null Void, but destroyed or "sleeping" villains are kept at Fort DNA-X.[pop-up 4]
    • Ben 10,000's aliens look different compared to present-day Ben's because they are adult versions instead of 10 years old.[pop-up 5]
    • Animo wanted access to the DNA of the powerful and vicious creatures in the Null Void.[pop-up 6]
    • This is one possible future for Ben but may not be exactly the one he ends up having.[pop-up 7] This was also confirmed by Matt Wayne.[MW 1]
      • The future being a possible future for Ben is contradicted within the episode, as Ben 10,000 did not give his Max a cake, while present-day Ben did, making it impossible for Ben 10,000 to be Ben's true future self.
      • The true future of the Prime Timeline would later be explored in Ultimate Alien, before being changed in Omniverse.[1]
  • There was originally supposed to be an alien incidental in this episode based off Fred Fredburger from The Grim Adventures of Billy & Mandy, but it was cut.[TP 1][TP 2][TP 3]
  • This episode was Derrick J. Wyatt's favorite episode of the Original Series.[DJW 1]


Crew Statements[]

Kersti Myrberg[]

Matt Wayne[]

Thomas Perkins[]

Derrick J. Wyatt[]

Cartoon Network[]


Ben 10 Episodes