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Eye of the Beholder is the twenty-second episode of Ben 10: Ultimate Alien.


The story begins with Baz-l, on a distant planet, going around stealing valuable gems from some statues, which soon seem to 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 a 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 again, but she never did that, but she said that they might as well be broken up again. 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.

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 the planet, but everyone gives him the cold shoulder. As Gwen and Julie are walking, Kevin tells Ben that the reason Julie broke up with him in Duped 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."

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

  • Ben and Juile rekindle.

Character Debuts




Aliens Used



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

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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?

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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)

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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.

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

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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.

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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


  • 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 entering hyperspace was born from a glitch in the Ultimatrix. The out-of-universe reason Jetray has this ability is because the crew made a mistake.[DJW 1]
    • However, it is unknown if this is canon as Matt Wayne seemed to be unaware of the existence of glitch powers.[MW 1]
  • The scene where Ben, Gwen, Kevin and Julie walk on the alien planet was storyboarded by David Bonanno.[DB 1]


Derrick J. Wyatt

Matt Wayne

David Bonanno

Ben 10: Ultimate Alien Episodes