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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Eye of the Beholder is the second episode of the third season of Ben 10: Ultimate Alien, and the twenty-second episode overall.


Ship's former owner, Baz-l, has been captured on a distant planet while stealing gems and Ben, Julie and the crew set out to save him.[note 1]


The story begins with Baz-l, on a distant planet named Monarch, going around stealing valuable gems from some statues, which soon come to life and attack him.

At a stadium, Julie is having tennis practice with Ship, but Ship suddenly hears Baz-l's cries for help, and leaves Julie to help his old owner. Meanwhile, at the Bellwood Museum, Ben, Gwen, and Kevin are fighting some Forever Knights with Ben as Humungousaur, then Julie walks to him and asks for his help in locating Ship, who left to help Baz-l. However, Humungousaur refuses because he thought Julie broke up with him, but she never did that, but she said that they might as well be broken up. Gwen and Kevin eventually agree to help Julie. Humungousaur finishes off the rest of the Forever Knights and goes to Jimmy Jones to discuss his struggle with Julie. Jimmy suggests to go talk to her, so Ben transforms into Jetray and flies into space to find them.

EotB (187)

Jetray going into hyperspace

Meanwhile, Baz-l is held captive by some Churls led by Strabismus, who torture him to reveal the location of the missing statue eye. Ship then arrives to save Baz-l, but the Churls combine their power to strike Ship down. Gwen, Kevin, and Julie find Ship and although Ship recovers with Gwen's help, Ship refuses to return to Earth without saving Baz-l first. Ben arrives at Monarch, but everyone gives him the cold shoulder. As Gwen and Julie are walking, Kevin tells Ben that the reason Julie broke up with him was because he was being a big jerk.

Soon, they reach Baz-l, who is still being tortured by the Churls to reveal the location of their precious artifact, the Occulent. However, Julie and Ship's loud talking blows their cover, and the aliens find them. They knock out Ben, Gwen, and Kevin before they could do anything. Strabismus tries to convince Ship to reveal the location of the Occulent for the safety of his friends' lives. As the Churls grow impatient, they threaten Julie, but Ship merges with Julie to form their battle-suit and she knocks them out. As they work to fight the aliens, Ben transforms into Brainstorm to free Baz-l, which works. Strabismus yells at Brainstorm for destroying the altar in an act of blasphemy and that Ben's actions have awoken the statues, called the Sentinels, which begin to fight. Ben transforms into Swampfire, but later transforms into Ultimate Swampfire and everyone begins to fight the Sentinels.

However, it is revealed that Baz-l really did have the Occulent, having ingested it earlier, so Julie does the Heimlich maneuver on him and makes Baz-l cough out the Occulent. The Sentinel that is missing its Occulent puts it in his eye socket and all of the Sentinels go back to stone. Baz-l explains that it is his job to measure all of the different elements on planets, but he also tends to take a few souvenirs for purchase as part of his "retirement plan".

EotB (519)

Ben and Julie

Julie gives Ship to Baz-l, saying that Ship would be happier with him. But Baz-l intends to sell Ship to get even more money for retirement. However, Ship decides to remain with Julie, which makes her happy, so Baz-l decides to stick with it. When Baz-l leaves, Ben apologizes to Julie for being such a jerk, saying that he still cares about her. Julie accepts and asks him if he'll promise to make it up to her by being a better boyfriend and as Ben says he'll try, she accepts with a smile and they embrace, happily.

Noteworthy Events[]

Major Events[]

Character Debuts[]




Aliens Used[]


Julie: I appreciate this.
Gwen: Don't worry about it, we're glad to help.

Julie: Is he going to-
Gwen: Shhhhh! I need to concentrate. My magic doesn't work well on technology. (hears Kevin chewing) What are you doing?
Kevin: Eating.
Gwen: So I heard.
Kevin: It's a fleen cake, want some?

Ben: This is ridiculous. (stumbles on the terrain) Whoa! I flew halfway across the galaxy just so Julie can tell me to buzz off again? I don't deserve this. I'm a world-famous hero!
Kevin: You're a world-famous jerk!! Woah! (absorbs the ground and creates cleats for his shoes) That's better. And if you weren't such a jerk, maybe she wouldn't have dumped you in the first place!
Ben: Oh, and now you're the expert on feelings?
Kevin: No, but I'm an expert on jerks.
Ben: You know I don't have to take that from--Yah! (slips, Kevin smiles)

Ben: You had in on you this whole time?!
Kevin: More like in you.
Baz-l: Look, do you know what I do for a living? Hmm! Do you?! I fly from one pathetic planet to another taking atmospheric readings. (sarcastically) Oh look! There's a lot of nitrogen here! And a trace of argon, my favorite! And that's on a good day! The hours are long, the work is tedious beyond belief and by the way, it pays a miserably low salary. Ergo, when I can, I collect a few souvenirs for profit. I call it my retirement plan. (sarcastically) So shoot me!
Kevin: Okay.
Gwen: Kevin!
Kevin: I might've been kidding.

Baz-l: (Mocking Julie) Oh, he's a cannon! Now, he's a battle cruiser! Good boy, Ship!

Ben: Hey, I know I'm a jerk sometimes.
Gwen and Kevin: Sometimes!?
Ben: I got this.
Ben: (to Julie) But you're the only person in my life, besides them, who isn't impressed by all that other stuff. You know the real me, faults and all and that's okay with you. Kinda.
Julie: "Kinda." You promise you'll do better?
Ben: (with a nervous smile) I promise I'll try.
Julie: (smiling) Then I'll try too.

Naming and Translations[]

Language Name Origin
Hungarian A Tanu Szeme The Witness' Eye
Polish Oko Patrzącego The Eye of the Beholder
Portuguese (Br) Os Olhos de Quem Vê The Eyes of Who Sees
Romanian Ochiul Celui ce Privește The Eye of the Beholder
Spanish (HA) Todo Depende del Cristal Con Que Se Mire All In The Eye of the Beholder
Spanish (Spain) Ojos Intocables Untouchable Eyes


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Churl #2
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Churl #3
Dee Bradley Baker Humungousaur
Ultimate Swampfire
Vyvan Pham Julie Yamamoto
Fred Tatasciore Strabismus
Forever Knight #3
Rob Paulsen Baz-l
Churl #1
Forever Knight #1
Scott Menville Jimmy Jones
Forever Knight #2



  • Gwen says she thought the Forever Knights broke up last year, despite having encountered them in previous episodes of Ultimate Alien.
  • Jetray, Brainstorm and Swampfire's holograms face away from Ben.
  • During Jetray and Brainstorm's transformation sequences, Ben has the Omnitrix on his wrist, rather than the Ultimatrix. Furthermore, during Jetray's transformation sequence, the Omnitrix is green in one shot and black in the next.
  • When Kevin says "Only the most delicious dessert in the whole Galaxy", the closed captions on the Ben 10 Ultimate Alien: The Return of Heatblast DVD say "Only the most delicious desert in the whole Galaxy".
  • In one shot, Ship has light green highlights.
  • During Baz-l's Heimlich maneuver, Julie's hand is green instead of black.
  • When Julie gives back its eye to the Sentinel, Baz-l has green lines on the green parts of his body.
  • When Swampfire reverts back to Ben, Baz-l shortly has a green line instead of a black one. Also, Julie's armor face is green.


  • The episode's title is listed as The Eye of the Beholder on the Ben 10: Ultimate Alien: The Return of Heatblast DVD, the Cartoon Network website[CN 1] and iTunes, and Eye Of The Beholder on Amazon Prime Video.
  • Baz-l is revealed to be a treasure hunter.
  • Ship is revealed to be more intelligent than in his last appearance, clearly understanding a lot more than he is usually thought of understanding. At the end, he says Julie's name, his first word other than "ship".
  • According to Derrick J. Wyatt, Jetray's ability to jump into hyperspace in this episode was due to a mistake.[DJW 1][DJW 2] Matt Wayne also states that Jetray cannot travel near or at light speed. However, the exact limit has never been established.[MW 1]
  • The scene where Ben, Gwen, Kevin and Julie walk on Monarch was storyboarded by David Bonanno.[DB 1]


  1. The original synopsis provided on the Cartoon Network website reads: "Ship's former owner, Baz-L, has been captured on a distant planet while stealing gems and Ben, Julie and the crew set out to save him."[CN 1]


Crew Statements[]

David Bonanno[]

Derrick J. Wyatt[]

Matt Wayne[]

Cartoon Network[]

Ben 10: Ultimate Alien Episodes