Ben 10,000 Returns is the 30th episode of Ben 10: Ultimate Alien and the tenth episode of the second season.



Twenty years in the 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, Articguana and Heatblast's powers. As Eon was 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 it had barely begun.

16 and 36

36 year old Ben and 16 year old Ben

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 and they see the events of Ben 10: Race against Time, as they discuss the possiblity that maybe Ben and Gwen fought some unknown bad guy and got thier memories erased, Paradox and Ben 10,000 appear.

Ben 10,000 reveals he is a different future duplicate than from the one Ben met when he was 10 and Paradox explains about crosstime. Paradox informs them that the Hands of Armageddon is the source to their troubles, so Ben as 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 fights with Goop and Ben 10,000 fights with an Big Chill, Spidermonkey and Ultimate Humongousaur's powers. When the ship was going down, Ben 10,000 uses Jetray's powers and is able to land the ship safely.


Way Big and Ben 10,000 fusing their powers

Paradox appears again and tells them that the Hands of Armageddon must be destroyed. Ben becomes 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 turning Way Big into a disintegrating statue.

Using Mana

Ben 10,000 using mana abilities

However, he just destroyed Way Big, eliminating him from the Ultimatrix. Ben is still safe, and transforms from to Swampfire then to Ultimate Swampfire to fight while Ben 10,000 uses XLR8. 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 and Gwen uses another spell to stop time around them. They take off the helmets of Eon's soldiers, but finds them all to have Ben's face.

File:Eon dead2.JPG

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. Soon enough, Eon is destroyed when Ben destroys the Hands of Armageddon. All of the timelines Eon altered are restored to normal and Ben 10,000 helps Ben get Way Big and both Swampfires back along with unlocking all of his old transformations that he turn into when he was in 10 age and a few new aliens for Ben, just to annoy Azmuth. Before leaving, Paradox gives a warning about Old George and the Lucubras.

Major Events


Clockwork debut

  • Eon returns and it is revealed that he is an alternate timeline version of Ben. It is also revealed that Eon's soldiers are other versions of Ben that Eon absorbed/captured.
  • This episode marks the holographic debut of Clockwork, along with the first time that Articguana and XLR8 appear in Ultimate Alien (holograms only).
  • Ben and company learn of the cross-timeline stream.
  • Ben 10,000 helped his younger self restore Way Big and both Swampfires while also regaining access to every alien he has ever become. In addition, Ben 10,000 also gave his younger self new, unseen transformations, just to annoy Azmuth.
  • It is revealed that Ben 10,000 can cast spells just like Gwen.



Aliens Used by Ben

Powers Used by Ultimate Ben

XLR8 holo

XLR8 hologram

Spells Used



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

Quotes Right


  • 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


  • 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 heard about you, you're the jerk for 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


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

Quotes Right


All Eon's minions disappear

  • Spidermonkey: Oh, come on!

Quotes Right


  • Present Ben and Future Ben's heights change throughout the episode. He was shown to be only a head shorter and then later, his chest and up.
  • When Ben 10,000 went Heatblast and the Heatblast hologram showed up, Heatblast's hands were not made of fire.
  • In the museum, Kevin keeps shifting between human and metal form.
  • When Ben 10,000 is battling Eon's Servants with XLR8's powers, he doesn't have the Ultimatrix symbol.
  • When Ben shakes his hand with Ben 10,000, it is shown to be with the right hand. But later it is with the left hand.
  • Ben said "I wanted Rath!", but the Ultimatrix had the Goop hologram displayed.
  • Way Big looks somewhat smaller in this episode.
  • The 16-year-old Ben has brown eyes instead of green in most of the episode.
  • When Eon is hit by the time ray in the beginning, he doesn't have his cape. Also, the fire around him is gone.
  • At the beginning, when Ben 10,000 changes from Ultimate Ben to normal 36-year-old Ben, he still had the Ultimatrix symbol on him; but when Paradox came in he didn't have it anymore.
  • When Eon threw Ultimate Swampfire on the ground, the four spikes on the Ultimatrix are missing.


  • Paradox warns Ben and his team to beware Old George and The Creature From Beyond.
  • Ben 10,000 says that Ben gets to become President of Earth for a short time and that Vilgax is still alive and will make his 3rd invasion.
  • It's hinted that Ben has some regrets of self-destructing the Omnitrix because when Paradox mentions a world where Ben didn't have to destroy it exists, his facial expression changes and he cuts Paradox off.
  • Future Ben mentions that Gwen was better at the day-to-day stuff.
  • This episode marks the second time an alien transformation has been destroyed (in this case it was three transformations). The first was Ghostfreak in Be Afraid of the Dark.
  • This is the second time that Paradox shows true panic, the first was in War of the Worlds: Part 1. Coincidentally both these episodes feature Way Big being defeated, though in War of the Worlds Way Big is beaten by a machine, not an actual enemy.
  • Eon is a lot more powerful in this episode than in the Ben 10 Race Against Time movie, since he held his own against both teen and adult Ben, however in the movie he was easily beaten by 10-year-old Ben. This is because of all the Ben 10s he absorbed so far, that and that he was a lot older in the movie than in this episode.
  • This episode shows Way Big about the same size as Humungousaur in his giant form, however in War of the Worlds his foot alone would be able to squash all members of Ben's Team in one step.
  • This episode marks the second time Way Big fell over backwards, the first being War of the Worlds: Part 1.
  • This is the first time Ultimate Ben appeared, he was used by Ben 10,000 however which is Ben's future self.
  • The title of this episode is a parody of the first episode of Alien Force.
  • This is Ben 10,000's first debut since the original series but in a different form.
  • This is the first time Paradox visited Ben 10,000 onscreen.
  • It was said to be that Ben, Gwen and Kevin don't hang out much as they used to because they each have their own driver's licenses.
  • It is shown that Ben 10,000 still says their names and he gets their abilities and can still turn into them, because he already figured out the Master Control.
  • This is Eon's first reappearance and first cartoon appearance since the live action movie Ben 10: Race Against Time.
  • Ben 10,000 seems to be as immature and overconfident as his present self because he calls himself "even more awesome."
  • Paradox mentioned three alternate realities, each with their own Ben Tennyson:
    1. A world where Gwen found the Omnitrix.
    2. A world where Albedo turned into Alien X and is trapped motionless for nearly a year.
    3. A world where Ben didn't have to destroy the Omnitrix to defeat Vilgax.
  • The cross worlds that existed cannot and must not leak into another as mentioned by Paradox. Although in this timeline Ben and Gwen had traveled into crosstime in Ben 10,000. So in other words the cross time worlds needs to stay separate.
  • Way Big was defeated for the first time.
  • With young Gwen's appearance in this episode, the original series forms of all four main characters (Ben, Gwen, Kevin, and Max) have been shown in Ultimate Alien.
  • It appears either Ben or Gwen told Kevin of their trip into the future, as he knows about Ben 10,000.
  • This episode shows the last confrontation between Eon and Paradox, considering they were "old enemies" and Paradox had thwarted Eon's plans of getting to Ben multiple times.
  • This is the first time we see the past, present and future versions of Ben in one episode.
  • Ben and Gwen have no memories of defeating Eon due to said battle having occurred in an alternate timeline, as explained by Professor Paradox.
  • This is the first time Ben 10,000 appears and Spitter and Buzzshock don't.
  • This is the first time since The Forge of Creation that Professor Paradox made a "breaking the fourth wall" statement, where he mentioned about "spoilers."
  • This is the first time since Alien Force that Way Big appears without Nanomech,
  • This episode shows Gwen uses her mana in a different way like a whip to defeat Eon's servants and the sphere-like mana that causes enemies to bounce off.
  • Ben 10,000 told both Ben and Gwen a little about their futures but he didn't mention Kevin's future.
  • This episode bears some resemblance to a movie by Jet Li, called "The One" in which the antagonist traverses alternate worlds, killing versions of himself and absorbing their energies for the sole benefit of being the one and only version of himself in existence.
  • This is the second time the same Ultimate Form has been used twice.
  • Grandpa Max is wearing Khakis but in the original series he wore blue jeans.
  • When the past team were revealed, young Gwen didn't have a cat on her t-shirt. She also had visible lips and different hair like she currently has. According to Paradox, that was the Ben 10: Race Against Time timeline.
  • Ben calls the Hands of Armageddon "Hand of Armageddon".
  • The Hands of Armageddon looked smaller than in Race Against Time.
  • In South East Asia this episode is after Revenge of the Swarm.

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Start a Discussion Discussions about Ben 10,000 Returns

  • Ben 10,000 new alien for Ben

    4 messages
    • I think Bloxx and Gravattack and Toepick were unlocked also. It's a theory because the accidentaly unlocked thing is baloney.
    • BenBFF wrote:I think Bloxx and Gravattack and Toepick were unlocked also. It's a theory because the accidentaly unlocked thing is baloney…
  • I Hate the New Look

    27 messages
    • My mind's PUZZLED!
    • Hmngasaurr wrote:Oneofthosedf wrote:ICame2Play wrote:Well I don't think it makes it worse in any way. He just doesn't like it…
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