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Camp Fear is the ninth episode of the second season of Ben 10, and the twenty-second episode overall.


In the RV, Ben and Gwen are in a quarrel between whose birthday would be celebrated on the actual date. Gwen insists that hers should, as she already had the things picked and planned for it. She also gives Ben an invitation to the party. Ben throws it aside, takes off his shoes and socks, and starts scratching his foot in front of Gwen. As they argue, Max insists that they celebrate it on the same day, as they have done for years. When Ben starts scratching his foot, Grandpa Max gives Ben a powder designed to kill fungus.

As Max drives, he almost hits a young boy, who seemed to be giving them a warning about something. Max is distracted by their quarrel, as well as the dark road ahead, and almost hits him. Fortunately, the boy was able to avoid getting hit, though he falls down the nearby cliff, with only a branch to grab a hold onto. Ben decides and attempts to turn into Stinkfly, but he transforms into Cannonbolt instead.

The boy was losing grip, but Cannonbolt jumped down after him, caught him, and curled into his shell, pulling the boy in too. They land safely down and the boy is all right, though he faints from the fright of Cannonbolt. The boy is all right as Max says, though he's out cold. After Cannonbolt reverts back into Ben, Gwen says that the boy's name is Gilbert. Ben asks how she might know that, with Gwen replying that it's woman intuition, though Max reveals a name tag.

Gwen identifies that he's a camper from Camp Opinicon. They then find a strange looking rash on his arm, and Gwen says that it's a fungus. Ben pokes it and continues to be curious. Max insists that they should return him to the camp, and bring him to the camp nurse. They enter the mess hall and see if anyone was there. All they saw was an abandoned area with a huge mess. The food on the table was still warm according to Max, and it seems that the campers must have left the premises in a hurry. They continue their search for anyone, though the lights suddenly come out. The storm takes the power down. Max was ready for any situation and had a flashlight with him. He shines it on Gwen, then on Ben, who was eating the spaghetti on the table.

They enter the kitchen, only to find the place with no people, though Ben finds someone nearby in the darkness, which was revealed to be two twins, named Andy and Mandy. They seem to be hiding from something, which scared everyone off. Max tells them to come with him to the RV to drive off to the town for any more information.

Max gives Gwen, Ben, and the twins their towels, though Ben and Gwen don’t want to share. The twins get along just fine. Max thinks that they should learn a thing or two from Andy and Mandy. As Max turns the engine on, failing. He opens the hood, and a mass of greenish fungus covers the engine.

So there's no choice but to take shelter in the cabin for now. While Ben takes care of his foot problem, Andy and Mandy tell Ben that everyone gets it in the camp. Max decides to whip up something for the kids to eat while they wait. Gwen and Ben don’t like the idea, so Gwen tries to look for a care package, though Ben and Gwen argue for it.

Suddenly, Max's yell is heard. It was Max, and Ben decides to head out to look for him to see if he is safe. Wildmutt heads out to take track Max down by scent, and it led him to an area in the woods filled with mushrooms and fungus. As Wildmutt looks around for more clues, he's led to a deep pit, where he was wrapped up with giant blue tentacles.

Wildmutt tries to escape, though without success, and he was pulled down. Wildmutt finds Max in the deep tunnels of the pit, and he's pulled into the darkness, and Wildmutt reverts back into Ben. Mushroom-like aliens appear to go after him, and Ben runs away for his life. He climbs up the cliff wall and heads to a nearby bulldozer and uses it to defend himself from the living mushrooms, though the bulldozer ended up being constricted by the giant tentacles and it throws it out.

Ben heads back to the camp for safety. In the cabin, Ben informs them of what he’s encountered, but it seems that they already knew about the situation, and the fungus have taken over the whole campgrounds. Ben reports that Max is kidnapped by the fungus, and Gwen insists that she'll come along and help. They head out of the cabin, though a giant pod emerges from the ground so they run back into the cabin.

The same situation happens and they head back out. The ground then is overpopulated with puffballs that held spores that can spawn even more of the alien mushrooms. Ben decides to head out to stop the mushroom, and Gilbert explains that the only way to stop a mushroom is to destroy its mycelium. Ben is puzzled by Gilbert’s explanation. Gwen tells Ben that it's the brain of a mushroom, and Ben again is confused by their knowledge of mushrooms.

Gwen insists that she come with him, but Ben says that she doesn't have the kind of power he has to do such a task. In a final decision, she bids Ben good luck, and he transforms into XLR8. XLR8 heads back to the area with mushrooms, and XLR8 searches around the cave for any sign of Max. Meanwhile, Gwen and the campers go to the archery range. While they decide where they can take shelter, a giant mushroom emerges from the ground and engulfs the twins.

XLR8 continues to go deeper into the cave and tries to avoid the tentacles that attempt to constrict his body. Gwen finds a bow and arrow and shoots the giant mushroom down. Fortunately, the twins are all right, though more mushrooms emerge. In the dark, eyes stare at the kids in danger. XLR8, on the other hand, finds Max wrapped in the giant tentacles. XLR8 attempts to cut the tentacles, but before he could finish, he reverts back into Ben, and he ends up being tied up himself.

The kids on the upper ground try to find another way to shelter, while Ben and Max are struggling to get out of the cave. Ben tries to activate the Omnitrix, and when he does, he turns into a plant-like alien named Wildvine, and he can break free of the tentacles. He slashes Max from the clutches of the tentacles. Meanwhile, the kids slide down the wire, but a mushroom comes along to bite it, and they fall down.

Mushrooms on the ground were able to break the fall, but only to find more of the mushroom spawns in the ground. They head to a nearby shed, though it seems to make the situation worse. The twins start arguing now rather than sharing, but they must move on and find a way to get out from the clutches. They find nearby weapons to fight the fungus.

Inside the underground cave, Wildvine and Max encounter Mycelium. It looks like it has the ability to communicate with plant life. Without knowledge of himself, Wildvine tries out some of the powers he can do. The pods on its back can act as bombs, and he uses his arms to transport himself to go after Max. The kids continue to fight the mushrooms after them, though they seem to run out of ideas.

Mandy is caught by a tentacle, but Andy was able to save her. Meanwhile, Wildvine continues to fight the giant Mycelium. It explains to him that even if he destroys it, the spores on the ground can be spread all over the world. After that, Wildvine reverts back into Ben. The kids were surrounded, and Ben and Max are in trouble, but one idea came to Ben’s mind. He throws his shoe, filled with the Athlete’s foot powder, into the Mycelium's mouth. He then throws in the container, which destroys it.

With the control of the Mycelium no longer available, the mushrooms die. Ben and Max come back to the campgrounds safe and sound, though covered in Mycelium's slime. They were able to stop the fungus, but the spores were another problem. Luckily, Ben remembered what Andy said before.

So to finish up the job, Gwen rides on top of Stinkfly foot powder on the puffballs, making them die. Gwen and Stinkfly were very happy to work together as a team to stop the fungus problems at the camp. At the diner, Ben and Gwen acknowledge each other for their teamwork. Ben was just fooling around with Gwen to get the birthday date. But when Gwen acts up again, Max says that Ben and Gwen can’t agree on anything, but there's something that they do, the pizza with mushrooms is one thing that represents their similar personalities.

Noteworthy Events

Major Events

  • Ben accidentally unlocks and turns into Wildvine for the first time.

Character Debuts

Omnitrix Alien Debut

Minor Events

  • It is revealed that Ben and Gwen were born on the same day and year.



Aliens Used



Ben: Stinkfly to the rescue! (activates Omnitrix; transforms into Cannonbolt)
Cannonbolt: Oh, man! Can't this thing ever get it right?

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Grandpa Max: I'll see what I can rustle up for us from the kitchen.
Gwen: Grandpa rustling up a meal?
Ben: Now that's a scary thought.

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XLR8: (running up to Grandpa Max) Grandpa!
Grandpa Max: Ben!
XLR8: Save your strength. I'll have you free in just a-
(Omnitrix beeps; XLR8 reverts back to Ben)
Ben: NO!
Grandpa Max: Ben, behind you!
(roots grab Ben and pull him towards the cave wall)
Ben: Grandpa!

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(Ben transforms into Wildvine)
Grandpa Max: What the heck is that?
Wildvine: Beats me. I've never went him before. (releases spikes that free him from the vines) But I like what he can do!

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Wildvine: Let me guess, you're the brainiac?
Mycelium: I prefer Mycelium.
Grandpa Max: Ben, who are you talking to?
Wildvine: Mister mushroom head. It's like we're connected or something?

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Naming and Translations

Language Name Origin
Croatian Kamp Straha Fear Camp
Dutch Angstkamp Fear Camp
French Champignons en Folie Mushrooms in Madness
German Gefährliche Pilze Dangerous Mushrooms
Hungarian Félelem Tábor Fear Camp
Italian Il Campeggio della Paura The Camp of Fear
Polish Obóz Strachu Fear Camp
Portuguese (Br) Acampamento do Medo Camp Fear
Romanian Tabăra Groazei The Horror Camp
Russian Нашествие Космических Грибов The Invasion of Space Mushrooms
Spanish (HA) El Campamento del Terror The Camp of Terror
Spanish (Spain) Miedo En El Campamento Fear in the Camp


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Wildmutt
Jim Ward XLR8
Fred Tatasciore Cannonbolt
Jennifer Hale Mandy
Kim Mai Guest Andy


  • The title of the episode is a reference to the movie Cape Fear.
  • "Resistance is futile", a phrase commonly associated with the Borg from Star Trek, is spoken in this episode.
  • The episode is similar to the plot of the 1963 Japanese horror film Matango, which revolved around a group of explorers being attacked by mushroom creatures mutated by radiation on a small island in the South Pacific.
    • Matango was influenced by the 1907 short story The Voice in the Night, by William H. Hodgson, which revolved around a shipwrecked group of survivors being attacked by sentient mushroom creatures in the North Pacific.


  • In Australia, Max says "What is that?" upon seeing Wildvine, instead of "What the heck is that?", as the dialogue was edited.[CN 1]


Nora Murphy Berden

Cartoon Network Australia

Ben 10 Episodes