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Ben 10 Returns: Part 2 is the second episode of Ben 10: Alien Force.


Ben, Gwen, Kevin, and Magister Labrid are on the run from the giant Dragon Robot, but they soon run into the Forever Knights. Kevin confronts them first by absorbing some of the rock from the walls and lifting up part of the floor and slamming it back down, sending a shock wave towards the Forever Knights and making them fall. The Forever Knights get back up again and starting firing their laser lances at them, so Gwen puts up a magic shield to protect herself, Ben, Labrid, and Kevin. Ben sees the Dragon Robot trying to attack them again, so he uses the Omnitrix to transform into another new alien, Echo Echo. Echo Echo duplicates himself several times so he and his clones can destroy the dragon. Meanwhile, as Kevin finishes getting rid of some of the Forever Knights, one of them is about to shoot him from behind, but Labrid sees him and shoots his laser gun at him first. As a result, the Forever Knight's laser lance is damaged, and Labrid warns him not to use it, but the Forever Knight ignore him and try to use it anyway, but it explodes due to the damage and it ends up killing him. Labrid is able to push Kevin away from the explosion in order to save him. Kevin then says he owes him one for saving his life. Kevin, Gwen, and Labrid manage to defeat the remaining Forever Knights, but Echo Echo is unable to defeat the dragon creature, so he and his clones use their sonic blast vibrations to destroy it. Magister Labrid gathers up all laser lances in one huge pile so that Echo Echo can destroy them using his sonic blast and transforms back into Ben.

Magister Labrid's death

In addition to destroying the alien weapons, the sonic blast also damages Labrid's suit, causing a blue liquid to start leaking from it. Labrid falls to the floor in pain, and Ben, Gwen, and Kevin want to help him, but he says there's no time. Magister Labrid wants them to finish the mission and figure out where the level 5 technology is coming from. Before he dies, Labrid tells them that if they solve the case, they may find out where Max is, as well as the alien conspiracy he was investigating. However, Ben says he doesn't know how to do it without Grandpa Max, but Labrid tells him he's Ben Tennyson, so he can do anything. Labrid then dies, leaving just his empty suit. Motivated by Labrid's last words, Ben is determined to finish the mission and asks Kevin for his help. The three of them go outside, where Gwen is using her vastly strengthened and heightened magical abilities and powers to levitate and trace the vibrations from the laser lance that Kevin kept as a souvenir back to the people who used to own it, while Ben and Kevin wait in the car. Soon, the laser lance starts moving forward, so Gwen tells Ben and Kevin to follow her. Then Kevin states that he would follow Gwen anywhere. They arrive at a mine shaft and hide from the security guard that's watching the entrance. Before Ben and Gwen can even come up with a plan to get past the guard, Kevin has already punched him out so they can get in. Gwen thinks Kevin hit him too hard, but Kevin takes off the guard's mask, revealing its true identity as a DNAlien, and gives the mask to Ben. As they ride the elevator down to the mine below, they see several DNAliens working there and a large spaceship in a DNAlien hideout.

Ben is positive that Max is in that ship, so he decides to use the ID Mask they stole earlier to disguise himself as a DNAlien. Gwen grabs a mining cart so that they can all sneak past the DNAliens. Once they're away from the other DNAliens, Ben takes off the mask to return to normal and asks Gwen to use her magic to see if Grandpa Max is inside the spaceship. She tells Ben that Max may have been there a couple weeks ago, but he's not there now. Kevin asks him if they should just leave, but Ben tells him they're not finished yet. He remembers the time when Grandpa Max taught him how to ride a bike when he was a kid, so he wants to finish the mission first. As they walk inside the spaceship, Kevin finds an arsenal where all the laser lances are kept, so Gwen uses her strengthened pink-magenta glowing colored magic to destroy them. However, the explosion made too much noise, for soon they're attacked by the DNAliens. Ben uses the Omnitrix once more and transforms into another new alien, Humungousaur, and he, along with Kevin and Gwen, begin attacking the DNAliens until they're all defeated. Now that the DNAliens have been defeated and the alien weapons have been destroyed, Gwen suggests that they should leave, and Humungousaur agrees. However, before they can leave, they are confronted by a Highbreed, who orders them to get off his ship. Kevin and Gwen try to defend themselves against the Highbreed, but he's too strong. Humungousaur tells them to escape while he keeps the Highbreed busy. Gwen wants to stay and help, but on Humungousaur's command, Kevin grabs her and takes her outside.

Humungousaur grabbing onto the ship

The Highbreed proves to be too strong and powerful for Humungousaur and tells him he's ruined all his plans and now has to move his ship, find a new hideout, and sterilize the area by destroying all life within five miles. The Highbreed ends up throwing Humungousaur off the ship, but before he hits the ground, Gwen catches him with her magic to soften the landing. He tells them that he's going to destroy the town somehow unless he's stopped. Afterwards, the spaceship prepares to launch, so Gwen creates a magic shield to protect themselves from the blast. Before the ship can take off, Humungousaur increases his size all the way to 60 feet and grabs onto the ship. As the ship reaches the city, the DNAliens controlling it inside and start firing the ship's large laser cannon, destroying everything in its path. Humungousaur sees that the cannon is headed towards a hospital, so he desperately tries to punch a hole in the side of the ship and rip out all the wires to disable the cannon. He's successful in disabling the cannon, but he ends up losing his grip on the ship and plummets to the ground below, creating a huge crater, and then transforms back into Ben. Due to the damage Humungousaur did, the spaceship crashes and explodes in an empty area nearby. Now that he's in his human form again, Ben realizes that the skinned knee he got while he was Humungousaur is still there in his human form, meaning any injuries he sustains while being an alien will be carried over to his human self.

Now that the DNAliens are gone, Ben wants to solve the case Grandpa Max was working on so that they can find him. He thanks Kevin for all his help, but Kevin says he wants to continue helping them until the end, since he made a promise to Labrid. The three of them then form a team.

Meanwhile, elsewhere, a DNAlien contacts a Highbreed and tells him that Max has continued to evade them, as well as the fact that their supply ship was destroyed by Ben and that he has the Omnitrix. However, the Highbreed says that Ben has no idea what he's up against this time, as the camera pans out to reveal hundreds of DNAliens.

Noteworthy Events

Major Events

  • Magister Labrid dies in battle with the Forever Knights.
  • Ben destroys a Highbreed minor battle ship that was planning on destroying a hospital and anything within five miles.
  • Ben, Gwen, and Kevin have now decided to become a permanent team.

Omnitrix Alien Debuts

Minor Events

  • It's revealed that the recalibrated Omnitrix has a weakness - whatever damage Ben takes in an alien form is carried over to his human form.



Aliens Used



(Ben pushing a cart with Gwen and Kevin inside, while disguised as a DNAlien)
Ben: Hey, how's it going? (referring to one of the DNAliens)
Ben: I owe you a call. (referring to another one)
(Kevin and Gwen jump out of cart)
Kevin: Aah... It's freezing in here! (Looks at Ben) I owe you a call?

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Kevin: Save some for me! Those creeps cost me a major pay day.
(Gwen looks at Kevin)
Kevin: Also because they’re evil, and we’re against that.

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Kevin: (refers to the Highbreed) Did he hurt you?
Gwen: No.
Kevin: Well, I'm going to hurt him! (lifts his metallic fists up and prepares to fight)
Humungousaur: He's too strong. I'll hold him off, you guys get outside.
Gwen: I'm not going to let you fight that thing by yourself!
Humungousaur: No time to argue! Kevin, get her out!
Kevin: You heard the man.
Gwen: Let me go!
Kevin: As soon as we're off the ship.

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Highbreed: (talks to Humungousaur) You've ruined everything by discovering this location. You've sent our plans back months. Inferior scum, I have to move my ship and find a new hiding place. I'll have to sterilize the area!
Humungousaur: Huh? Sterilize?
Highbreed: Destroy all life within 5 miles of here! No witnesses will live to tell the tale.
Humungousaur: (angered) You can't!
Highbreed: (picks up Humungousaur by the neck) I can, and I will!

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Ben: How'd you find me?
Kevin: Looked for the front end of the big trench you dug with your face.
Gwen: You okay?
Ben: Humungousaur skinned his knee, and it was still skinned when I turned back.
Kevin: So what happens now?
Ben: We keep looking for Grandpa Max. Guess the best way to do that is to solve the case he was working on.
Gwen: Easy as pie. Anybody know how to make a pie?
Ben: (talks to Kevin) Listen. We've had a lot of problems in the past, but I wanted to say thanks. We wouldn't have made it without you. (Ben extends hand but Kevin ignores it)
Kevin: You still won't make it without me. (Ben lowers hand)
Gwen: Are you saying you want to help us?
Kevin: I'm saying I made somebody a promise. I'm seeing this through to the end.
Ben: Then you can shake hands right? (the three of them put their hands together) It's hero time!

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Naming and Translations

Language Name Origin
French Ben 10 Le Retour, 2e Partie Ben 10: The Return, 2nd Part
Hungarian Ben 10 Visszatér, Második Rész Ben 10 Returns, Part 2
Italian Il Ritorno di Ben 10, Seconda Parte Ben 10 Returns, Part Two
Polish Ben 10 Powraca: Część 2 Ben 10 is Back: Part 2
Portuguese (Br) O Retorno de Ben 10: Parte 2 The Return of Ben 10: Part 2
Romanian Ben 10 se întoarce: Partea 2 Ben 10 Returns: Part 2
Russian Возвращение Бена: Часть 2 Ben Returns: Part 2
Spanish (HA) Ben 10 Regresa: Parte 2 Ben 10 Returns: Part 2
Spanish (Spain) El Retorno De Ben 10: Parte 2 The Return Of Ben 10: Part 2
Turkish Ben Returns: Part 2 Ben Returns: Part 2


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Echo Echo
DNAlien #1
Paul Eiding Max Tennyson
Jeff Bennett Magister Labrid
DNAlien #2
Forever Knight #2
Richard McGonagle Highbreed #2
Kevin Michael Richardson Highbreed #1
Forever Knight #1



  • In Be-Knighted, this Forever Knights' faction goal is revealed to be their conquest over dragons, yet they used a robotic dragon to protect their castle. This seemed rather odd.
  • Ben trusted Kevin enough to offer him a place on the team because he had a good feeling about him. Gwen had a better reason to trust him. Dwayne McDuffie claimed the story behind it would be revealed, but this did not turn out to be true.[DM 1]


T.J. Collins

Dwayne McDuffie

Ben 10: Alien Force Episodes