34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Busy Box is the thirty-eighth episode of Ben 10: Alien Force.


Ben, Gwen and Kevin are tracking down some alien technology that is over level 20 tech. They find it in an alley, and it turns out to be a curious alien box with the ability to turn into a mechanical version of whatever it sees. It irritates them by repeating whatever they say causing Kevin to attack it. It punches Kevin in return, destroying his ID Mask. Ben transforms into Humungousaur and it transforms into a mechanical version. Gwen manages to control it by meditating, causing it to imitate her. Then the Vreedle Brothers show up and demand the box, planning on selling it in an auction. Ben tries to stop them but the Box attacks Ben and the Vreedles escape with the Box.

While the team hang out at Mr. Smoothy, the Vreedle Brothers return to return the Box because it has learned to like destroying things. The box smashes out of the Vreedle Brothers' spaceship in Humungousaur form and its hands transform into one of the Vreedle Brothers' weapons and blows up the brothers' spaceship while they attempt to leave.

The box then transforms into a combination of Humungousaur, Swampfire and Spidermonkey. Ben, Gwen and Kevin try to keep the device from blowing up downtown Bellwood, Ben transforms into Lodestar and tries to stop it, but is too strong. Ben suggests they cut off its power supply if it has any. Kevin suggests that the glowing part on its chest might be it. Lodestar floors it and Kevin hammers its chest causing a crack. Lodestar uses all his power and rips it open while Gwen gets the glowing cube. In the end a blue energy-like alien comes down from space and says that the alien box they found is a toy that belongs to her baby daughter and that the box should never be used by those under "3 million years old." Moreover, she adds that they are unintelligent proving it by saying that they know only 3 dimensions. When Ben asks how many are there, she replies that there are only 26 that matter, suggesting there might be more. She then disappears with the box. Ben then imitates the Box's voice by speaking into a can leaving Gwen and Kevin mad.

Noteworthy Events

Minor Events



Aliens Used

By Ben

By Naljian Destructor

Spells Used

  • Tur-bo



Ben: Anything?
Kevin: Not yet. But the scanner detected level 20 alien technology somewhere near here.
Gwen: Level 20? The only level 20 technology in the whole galaxy is-
Ben: The Omnitrix! Maybe you found a spare.
Kevin: Actually, whatever we're detecting is level 20+. The scale on this thing doesn't go any higher.
Ben: This is stupid, we've been driving around all night.
Gwen: Before we give up, pull over, I wanna try something. (They get out of the car) You know how my powers have trouble with technology? I'm thinking maybe it works the other way around. (Makes ball of mana and throws it unto the ground making it spread throughout the area)
Ben: So if your mana hits something super high-tech- (sees large glow in the distance) ...that!

Quotes Right


Gwen: Careful, Ben.
Kevin: Two words that contradict each other.
Gwen: You mean it's an oxymoron.
Kevin: Some kind of moron.

Quotes Right


Kevin: What do you say we load this handsome devil into the car, take him home and see what makes him tick?

Quotes Right


Swampfire: Anybody up for a smoothie?

Quotes Right


Ben: Okay, This looks like a job for... Humungousaur! (accidentally becomes Lodestar) Or Lodestar. (Smiles) He's good too.

Quotes Right

Naming and Translations

Language Name Origin
French La boîte infernale The Infernal Box
Hungarian Játékdoboz Toybox
Portuguese (Br) Cubo Problema Problem Cube
Spanish (HA) El Cubo The Cube
Spanish (Spain) La Caja Misteriosa The Mystery Box


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Lodestar
Naljian Destructor
John DiMaggio Octagon Vreedle
Rob Paulsen Rhomboid Vreedle
Diane Michelle Naljian Mother


  • Ben asking "Are we doing this again?", when Gwen corrects the boys by saying the robot was a "she," is referring back to Unearthed where they debated Tiny's gender.
  • The title is based on the Busy Box toy for little children.


BB (397)

Heatblast's hologram

  • Heatblast's hologram can be seen in this episode.
Ben 10: Alien Force Episodes
Community content is available under CC-BY-SA unless otherwise noted.