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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Busy Box is the twelfth episode of the second season of Ben 10: Alien Force, and the thirty-eighth episode overall.


Kevin, Ben, and Gwen find a curious box that has the ability to turn into a robot version of whatever it sees. All is well till the Vreedles show up.[CN 1]


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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 it.

While the team hang out at Mr. Smoothy, the Vreedle Brothers want 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 it 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 "three million years old". Moreover, she adds that they are unintelligent proving it by saying that they know only three 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[]

Major Events[]

Character Debut[]

Minor Events[]



Aliens Used[]

By Ben[]

By Naljian Destructor[]

Spells Used[]

  • Turbo


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!

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

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

Swampfire: Anybody up for a smoothie?

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

Naming and Translations[]

Language Name Origin
French La Boîte Infernale The Infernal Box
Hungarian Játékdoboz Toybox
Polish Dziwna Skrzynka A Strange Box
Portuguese (Br) Cubo Problema Problem Cube
Romanian Cutia cu Surprize The Box of Surprises
Spanish (HA) El Cubo The Cube
Spanish (Spain) La Caja Misteriosa The Mystery Box


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


  • Gwen rhetorically asks Ben and Kevin "You know how my powers have trouble with technology?" referring to the events of Good Copy, Bad Copy, where she was unable to track Albedo in a computer factory.
  • Ben asking, "Are we doing this again?", when Gwen corrects the boys by saying the robot was a "she", is referring to Unearthed where they debated Tiny's gender.


  • The title is based on the Busy Box toy for little children.


  • Before Kevin pulls over, Gwen's hair is brown like Ben's.
  • When Kevin's ID Mask gets damaged, the image only falters and he doesn't revert back to his mutated form until he removes it.
  • Throughout the entire episode, whenever Ben activates the Omnitrix, the aliens' holograms either face away from him or face him at an angle. Furthermore, Humungousaur and Spidermonkey's holograms are drawn incorrectly.
  • When Ben as Humungousaur is fighting the Naljian Destructor as Humungousaur, Kevin's car is missing.
  • When Humungousaur falls onto his back, the Omnitrix symbol's rim is the same color as his skin.
  • When Humungousaur falls on Kevin's car, he damages it, and the Naljian Destructor as Gwen shoots mana which hits the car in multiple areas and all its surroundings, but when the Vreedle Brothers land, the car is in perfect shape and there is only one mana disc stuck to it.
  • Right after the Naljian Destructor yells, "Attack!" its Spidermonkey arms are missing.
  • Right before the Naljian Destructor falls over, its lower body disappears and its Spidermonkey arms turn green like Swampfire's.
  • The end credits misspell Octagon's name as "Octogon".


BB (397)

Heatblast's hologram


T.J. Collins[]

Cartoon Network[]

Ben 10: Alien Force Episodes