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Ben 10,000 Returns is the seventh episode of the third season of Ben 10: Ultimate Alien, and the twenty-seventh episode overall.


Twenty years into a possible future, Eon is attacking Ben 10,000's headquarters, where he criticizes Eon's decision to attack him alone. He is then attacked by Eon's servants, but Ben 10,000 fights Eon and his soldiers using Ultimate Humungousaur, Arctiguana, and Heatblast's powers. As Eon is about to hit Ben 10,000 with a time ray, Ben 10,000 then uses Clockwork's time ray and apparently destroys Eon and his minions. Suddenly, Paradox appears and tells Ben 10,000 that the fight with Eon is not over and that it has barely just begun.

Back in the present, Ben, Gwen and Kevin are investigating a signal the Ultimatrix found. They find the Hands of Armageddon, and when Ben touches it, it releases some of Eon's soldiers. Ben transforms into Spidermonkey to fight, but after defeating them, they disappear. In the future, Paradox tells Ben 10,000 that Eon is not dead and he is destroying alternate versions of Ben. Realizing he is targeting his past self, Paradox and Ben 10,000 go to the past to meet the gang after Gwen uses a spell to use the Hands of Armageddon to see through time. Soon, Paradox and Ben 10,000 appear.

Ben 10,000 reveals he is a different future version than the one Ben met when he was 10 and Paradox explains cross-time to the team. Paradox informs them that the Hands of Armageddon is the source to their troubles, so Four Arms and Ben 10,000 strap the Hands of Armageddon in the Rust Bucket 3. However, it is reactivated and releases more servants. Ben attempts to transform into Rath, but he transforms into Goop instead and Ben 10,000 uses Arctiguana, Spidermonkey and Ultimate Humungousaur's powers in order to fight. When the ship was going down, Ben 10,000 uses Jetray's powers and is able to land the ship safely.

Paradox appears again and tells them that the Hands of Armageddon must be destroyed. Ben transforms into Way Big and Ben 10,000 uses Clockwork's powers while Gwen protects herself, Kevin and Paradox from the blasts. However, both of their Ultimatrix symbols glow purple and a portal is opened for Eon to emerge. When Way Big tries to stop him, Eon fires a blast transforming Way Big into a disintegrating statue, eliminating him from the Ultimatrix.

After Way Big transforms back into Ben, he is still safe, and transforms into Swampfire then transforms into Ultimate Swampfire to fight while Ben 10,000 uses XLR8's powers. Eon destroys both Swampfires, and as he was about to destroy Ben, Ben 10,000 protects him with Diamondhead's diamonds. He then gets him away from Eon using XLR8 again. While Kevin and Gwen fight Eon's servants, Gwen uses another spell to freeze them in place. They take off the helmets of Eon's soldiers, and discover that they all have Ben's face.

Eon reveals that instead of destroying the Bens he defeats, he absorbs them and turns them into his slaves. Eon takes off his own helmet to reveal he has Ben 10,000's face, and reveals his plan to create a new timeline where he is the only Ben Tennyson in existence. Soon enough, Eon is defeated when Jetray destroys the Hands of Armageddon, causing all of the timelines Eon altered to be restored to normal. While helping Ben get Way Big and both Swampfires back, Ben 10,000 unlocks all of his remaining aliens from since Ben was age 10, as well as several new aliens for Ben "because it'll annoy Azmuth". Before leaving, Paradox gives a warning to the team about Old George and "the creature from beyond".

Noteworthy Events

Major Events

  • Eon returns and is revealed to be an alternate timeline version of Ben. It is also revealed that Eon's soldiers are other versions of Ben that Eon captured.
  • Ben 10,000 helps his younger self regain access to every alien he has ever become, as well as several new transformations.
  • Paradox warns Ben and his team to beware Old George and "the creature from beyond".

Ultimatrix Alien Debuts

Character Debuts

Minor Events


Projection Cameos


Aliens Used

By Ben

By Ben 10,000

Spells Used

By Gwen

  • Ostendo specialis
  • Statua

By Ultimate Ben

  • Contego



Ben: Are you...?
Ben 10,000: That's right Ben, I'm you. Only even more awesome. (after shaking Ben's hand) Ben 10,000 at your service.
Kevin: I've heard about you, you're the jerk from the future.
Ben 10,000: I'm a different Ben 10,000, but I do remember going to that future back when we were ten. What a buzzkill that guy was!

Quotes Right.png


Gwen: You just landed a spaceship!
Ben 10,000: From the outside. Don't forget the cool part.
Ben: How do you do all that without transforming?
Ben 10,000: I haven't bothered to for years. Not since I discovered my best transformation.
Gwen: (Looking at the Ultimatrix on his chest) Ultimate Ben?
Ben: What power comes with that?
Ben 10,000: Pretty much all of them. You'll figure it out some day.

Quotes Right.png


Eon: Tennyson, prepare to die.
Ultimate Swampfire: Maybe later.

Quotes Right.png


Ben: (when discovering that Eon's servants are versions of him) This raises some questions.
Kevin: Yeah, like where did you learn Nin-Jitsu?

Quotes Right.png

Naming and Translations

Language Name Origin
Hungarian Ben 10,000 visszatér Ben 10.000 Returns
Portuguese (Br) Ben 10,000 Retorna Ben 10,000 Returns
Russian Бен 10,000 Возвращается Ben 10,000 Returns
Spanish (HA) Ben 10.000 Regresa Ben 10,000 Returns
Spanish (Spain) El Regreso de Ben 10.000 The Return of Ben 10,000


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Jetray
Four Arms
Way Big
Ultimate Swampfire
David McCallum Professor Paradox
Sean Donnellan Ben 10,000



  • The title of this episode is a reference to the first two episodes of Alien Force.
  • Eon's scheme is similar to that of the Jet Li film The One. The only difference is that Eon enslaves his targets rather than killing them.
  • Paradox using the line "It's far from over, old friend." similar to the First Doctor's final lines "It's far from being all over.", as are his warnings of "spoiler alerts", a phrase used by the then-current iteration of Doctor Who.
  • Paradox mentions "cross-time", a term used in the Marvel Comics' storyline, The Cross-Time Caper, though he explains how it works in a similar manner to DC Comics' Hypertime.


  • When Eon is hit by the time ray in the beginning, he doesn't have his cape. Also, the fire around him is gone.
  • When Ben 10,000 changes from Ultimate Ben to normal Ben, he still has the Ultimatrix symbol on his chest.
  • In the museum, Kevin keeps shifting between human and metal form.
  • When Ben shakes hands with Ben 10,000, it is shown to be with the right hand, but when the scene changes, they are shaking with their left hands.
  • Present Ben and Ben 10,000's heights change throughout the episode. Ben is initially shown to be a head shorter than Ben 10,000, but later, he is taller.
  • Even though Goop says that he wanted Rath, it can be seen that Goop's hologram was active on the Ultimatrix.
  • Before Ultimate Ben uses Spidermonkey's powers, his Ultimatrix symbol's colors are inverted.
  • Before Ultimate Ben uses Jetray's powers, his Ultimatrix symbol is fully black.
  • When Kevin absorbs a stone to fight Eon's servants, the stone he absorbs is brown, but his armor is shown to be grey.
  • When Ultimate Swampfire grabs Eon, his Ultimatrix symbol is slightly shifted.
  • When Eon throws Ultimate Swampfire on the ground, the four spikes on the Ultimatrix symbol are missing.
  • When Ultimate Ben takes Ben to run from Eon, his Ultimatrix symbol is gone.
  • Ben, Gwen, and Kevin are noticeably shorter in this episode.
  • Before Ben transforms into Jetray, his hologram is drawn incorrectly.



Becky Lau

Ben 10: Ultimate Alien Episodes