34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Darkstar Rising is the fourteenth episode of Ben 10: Alien Force.


When the team are about to attack a group of Forever Knights, they discover that it was a bait meant to lure them into getting arrested for impersonating Plumbers. Ben gets ready to attack, but Magister Prior Gilhil tries to prevent Ben and Gwen from attacking; Ben transforms into Goop and traps Magister Prior Gilhil. Gilhil then drops his gun, rendering him powerless. They then decide to talk things out.

In their conversation, Ben and Gwen mention that they are the grandchildren of the Plumber Max Tennyson. But the Magister points out that Kevin doesn't have any Plumber ancestry, much to Kevin's annoyance. He then blurts out that his biological father was one. Upon hearing this, Ben and Gwen are surprised, as they were not aware of this. They are then prohibited to continue their investigations on alien activity and Magister Prior Gilhil asks for Kevin's badge, as he had stolen it from Magister Labrid. Gilhil warns him that if he doesn't give the badge, he would be thrown in the Null Void again. As a result, Kevin gives his badge to the Magister, which makes him sad.

The next day, the team is at Mr. Smoothy. Ben is enjoying a smoothie while Kevin is still gloomy about the last night's incident. Ben tells him that it doesn't matter, which makes Kevin angry and he holds Ben by his collar. Gwen tries to calm down Kevin while Ben asks him why is he acting so rudely to him. Kevin confesses that the reason he joined the team is because he wants to become a Plumber like his father one day and why he likes to know about alien tech so much. His mother used to tell him stories about his father when he was little and in spite of all this, he doesn't even remember meeting his father. After this, Kevin leaves Mr. Smoothy and goes to his garage in his car. Meanwhile, a masked figure breaks into a DNAlien hideout and fights the Highbreed Lord. He then absorbs some of the Highbreed's power so the Highbreed will listen to what he says. The masked figure sets up a deal with the Highbreed, in which they set up a plan to get the team arrested.

At night, Gwen comes there and mentions that she has brought a present for Kevin. They are about to kiss, when all of a sudden a Highbreed busts through the wall and tries to kill them. The Highbreed proves to be too strong; he knocks Kevin out while he was trying to prevent Gwen from getting killed. Ben finally comes along and transforms into Humungousaur and throws the Highbreed. Then, Magister Gilhil comes and puts them under arrest for impersonating Plumbers again, but they soon get attacked by the same masked figure who tries to absorb all their powers and captures them, while Gwen manages to escape.

The masked figure takes all of them (except Gwen) to his hideout where he reveals to them who he is. The enemy shows himself to be Michael Morningstar who now calls himself Darkstar since as a result of his previous defeat. He has gained a zombified appearance, while his powers have been greatly amplified and thus he needs even more power to feed his burning hunger, and then he tries to absorb all of their powers. Then Gwen comes in with an army of DNAliens who beat up Darkstar along with Ben, Kevin, Gwen, and the Magister. After Ben defeats him, they realize the Highbreed Lord and the DNAliens have escaped. Magister Ghilhil gives Kevin his badge back, and tells the group that now they are the ones in charge of protecting Earth. He then sends Darkstar to the Null Void. Kevin then heads home to tell his mother that he is now a Plumber.

Noteworthy Events

Major Events

  • Michael Morningstar returns and has had changes to his physiology and powers due to the incident in All That Glitters, and takes on the name "Darkstar."
  • Ben and the gang are now honorary Plumbers.
  • Darkstar ends up being incarcerated in the Null Void.

Character Debuts

Minor Events

  • It is believed in this episode that Kevin's biological father was a Plumber.
  • It is also revealed that impersonating a Plumber is an interstellar-class felony.
  • Gwen and Kevin were about to kiss, but the Highbreed interrupts them.



Aliens Used



Magister Gilhil: (Talking to Kevin) You feelin' froggy, son? Jump.
Gwen: (Puts her hand on Kevin's shoulder) And if you're feeling smart, don't.
Kevin: (Smiles, along with Gilhil) Ribbit. (Attacks Gilhil)

Quotes Right


Gwen: I brought you a present. (throws Kevin a wooden ball)
Kevin: (catches it) What's this?
Gwen: A wooden ball. Absorb it. (Kevin absorbs it) How about this one? (throws Kevin another ball and he absorbs it) It's a ball bearing. Made out of, uh, I don't know, ball bearing stuff.
Kevin: Stainless steel.
Gwen: I brought you a whole bag of them. All made of different materials. That way, when you fight, you can change to whatever you want.
Kevin: Thank you, but it doesn't really work that way. I need a lot of whatever I'm copying.
Gwen: Oh.
Kevin: And what makes you think I'm still helping you guys anyway?
Gwen: (holds his hand, Kevin absorbs her skin) Because you've changed.
Kevin: Maybe, but I'm still on parole. That Magister can put me back in that Null Void anytime he wants. (Gwen and Kevin are about to kiss but the Highbreed breaks in)
Highbreed: (breaks through garage wall) Human scum, I will cleanse the world of your filth.
Kevin: Looks like I picked the wrong day to give up fighting monsters. (absorbs metal from his car)
Gwen: It's a Highbreed. Ben says they're too strong for us to fight.
Kevin: Well, Ben ain't here. (attacks the Highbreed)

Quotes Right


Magister Gilhil: You three are under arrest and you, I don't know what's going on here, but I'm gonna find out. You're coming with me for questioning.
Stranger: I beg to differ. No one's going anywhere, not until I make your powers my own. (starts absorbing the power of the four; Gwen is able to shield herself)
Highbreed: You promised me that if I help you.... (loses consciousness)
Stranger: I can't be trusted! (Humungousaur tries to walk towards the stranger) I almost forgot how strong you are... Ben! (Humungousaur reverts back to Ben)
Ben: (in a pained tone, holding his chest in pain) Who... are you... and how did you...(realizes who the stranger is and widens his eyes) (looks back to Gwen who is fighting back the powers) Gwen! Run!
Gwen: What?!
Ben: You've got to get away. You're our only hope! Run!! Uhhh..... (loses consciousness) (Gwen manages to stop the stranger's attack and escapes)
Stranger: You can't run forever, lovely Gwen. I'll have my revenge on you too. But first things first. (camera zooms over the unconscious Ben, Kevin, Gilhil and the Highbreed)

Quotes Right

Naming and Translations

Language Name Origin
French Vengence de Darkstar Vengeance of Darkstar
Hungarian Sötétcsillag születik Darkstar's Birth
Portuguese (Br) Nasce o Estrela Sombria Born the Darkstar
Spanish (HA) La Aparición de Darkstar The Appearance of Darkstar
Spanish (Spain) El Alba De Estrella Negra Dawn Of Black Star


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Chromastone
Echo Echo
Paul Eiding Highbreed
Wil Wheaton Darkstar
J.K. Simmons Magister Prior Gilhil



  • Magister Prior Gilhil reveals that Season 1 of Alien Force took place over a period of two months.
  • Kevin was lying when he said he never met his father.[DM 1]
  • When Magister Gilhil said Ben, Gwen and Kevin were the only law in the quadrant, he was referring to Earth and much of the surrounding area of space, several light years in every direction.[DM 2]


Crew Statements

Dwayne McDuffie

Ben 10: Alien Force Episodes
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