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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Fool's Gold is the sixth episode of the second season Ben 10: Alien Force, and the thirty-second episode overall.


When an alien named Orb asks for help finding his missing friend, Decka, Ben, Gwen and Kevin are surprised to learn just how valuable a friend he is.[CN 1]


Ben, Gwen and Kevin are assigned to Walton by Max, to find one of the aliens who came to Earth with his friends. On the way there, they stop to find a trail of solid gold poop. Having arrived at the town, they find that the locals are quite wealthy. Meeting with Mayor Coleman, the three are told that every 17 years, aliens come for the popcorn festival during their spring break. Gwen finds one of these aliens, named Orb, learning that he was the one who called Max for help for his best friend Decka who's gone missing.

Ben and Kevin watch as the other alien students try to wreck a greenhouse. Transforming into Spidermonkey, Ben stops them from tipping the house with his webbing. After this, another group attempt to throw a silo at him and Kevin. After seeing that Ben has restrained the group, the Mayor asks them to release the aliens and reveals that the town's economy revolves around the gold poop. Ben continues to search with Kevin following him. Ben and Kevin end up in another fight with the aliens, with the Mayor, along with Gwen, showing up, letting them go free. The Mayor tells the team that no matter what damage gets done, the town can use the gold poop to fix it.

After that, Ben- with Kevin following- goes to look for Decka. Because of this, Gwen starts to think that Kevin is avoiding her. The Mayor enters his barn to check on Decka, whom he has kidnapped so that he'll have enough gold to pay off his debts. When Decka says he can't eat anymore, the Mayor threatens to keep him imprisoned in that cage forever, until he changes his diet to meat, thinking that it'll encourage him to eat more.

With the festival finally over, and all the aliens, save Orb and Decka, venturing home, Ben, Kevin, and Gwen notices the two remaining aliens' empty spaceships. Gwen is able to track down Decka through his ship, finding him at the Mayor's barn. The Mayor attacks them with a laser gun, but Ben transforms into Goop and manages to defeat him with Gwen and Kevin's help. However, Orb spots a piece of meat on the ground, which he claims is bad for his species. Decka then shows up, now in his feral form due to eating meat. Ben transforms into Big Chill and attempts to freeze Decka but fails to stop him and he heads for the power plant. Orb warns them that Decka will eat anything and duplicate. On the way to the power plant, Kevin is thrown into the air by exploding poop.

At the power plant, they find Decka absorbing energy. Big Chill freezes the reactor, causing Decka to eat the building instead. Orb tries to reason with him but fails and almost gets eaten himself. With Orb believing that evacuating the planet is their only way of surviving, Big Chill asks him what else his species isn't supposed to eat, with one of the options being silicon. This gives Ben an idea, as he transforms into Echo Echo. Echo Echo sends multiple clones to get Decka's attention, until he can grab all the clones and consume as much of them as possible. Gwen realizes that Echo Echo is made of silicon. Decka has consumed every last clone, but this makes him nauseous. Since silicon has poisoned his stomach, he regurgitates every clone he's eaten, which weakens his system. All the Echo Echos transform back into Ben, believing his plan worked, but disgust the others after being covered in vomit. This plan did work, as Decka suddenly reverts back into his original form, which relieves Orb. Ben apologizes to Decka and promises that the Mayor will be punished. Decka returns home with Orb angrily, saying that he will tell everyone to never return to Earth. Kevin gives Gwen a locket holding a picture of him before the mutation alongside her, asking her to remember how he used to be, signifying he may have lost most of his hopes of returning to normal.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Minor Events[]

  • It is revealed that Orb and Decka's species visited Mars sometime in the past and turned it into the Red Planet when one or more members of their species accidentally ingested meat.
  • It was revealed in this episode that in the Ben 10 universe, Mars was called the Popcorn Planet before its desolation.



Aliens Used[]


Ben: Look at this place?
Kevin: Sure. These farmers must be rolling in--
Gwen: Kevin!
Kevin: I was gonna say "dough!"

Mayor: Okay, you got us. Every 17 years we make some popcorn and shovel up the gold. Our entire economy is based on alien...
Kevin: (coughing) Poop!
Gwen: Wrong on so many levels. (rolls her eyes)

Orb: (about Decka) Don't hurt him! He's still my best friend!
Gwen: We'll try.
Kevin: She'll try. I'm not promising anything.

(as the aliens cavort in a popcorn-filled swimming pool)
Kevin: I've seen a lot of strange, messed-up things.
Ben: And how does this rank?
Kevin: It's up there.
Ben: I dunno. It seems pretty laid back for Spring Break.
(the aliens start smashing the windows of a greenhouse)
Kevin: Laid back?
Ben: Could be worse.
Alien: House-tipping! Everybody tip the house!
Ben: Okay, is worse.

Gwen: (concerned after managing to catch Kevin) Are you hurt?
Kevin: No, I like being blown up!
(Gwen lets Kevin fall)

Naming and Translations[]

Language Name Origin
French La Règle D'Or The Golden Rule
Hungarian Bolondok Aranya Fools' Gold
Italian La Sagra del Popcorn The Popcorn Festival
Polish Kupa Złota A Lot of Gold
Portuguese (Br) Ouro dos Tolos Fool's Gold
Romanian Aur Murdar Dirty Gold
Spanish (HA) El Pueblo de Oro The Town of Gold
Spanish (Spain) Locos por el Oro Crazy for the Gold


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Alien #1
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Alien #2
Dee Bradley Baker Big Chill
Echo Echo
Alien #5
Paul Eiding Max Tennyson
Alien #4
Brian George Mayor Coleman
Alien #3


  • Decka's Species are a reference to gremlins, which should not be fed after midnight, otherwise, they'll become monsters, just like how Decka is fed meat and turns into a monster.
  • Mayor Coleman's role in the story is very similar to that of the Mayor in the film Jaws.


  • The poop should be visible when Ben stubs his toe, but instead suddenly appears after Ben looks at the road.
  • Before Ben transforms into Spidermonkey, Brainstorm and Spidermonkey's holograms face away from him.
  • When Kevin ditches Gwen for the second time, he is more muscular than usual.
  • When Ben scrolls through his aliens before transforming into Big Chill, he twists the bottom of the Omnitrix's core instead of the dial.


  • It is revealed that Echo Echo is made of silicon.
  • Despite Decka's species causing Mars' desolation, there is a chance that the Omnitrix might have Martian DNA.[DJW 1]
  • The episode was originally very different, following in some way after early Incredible Hulk comics, where Bruce Banner would entrap himself to save the world from the Hulk. This plot was rejected by the network.[ES 1]
    • As a replacement, Eugene Son proposed the plot of an alien spring break, with him later joking "The network killed our last story and we're giving them aliens pooping gold, so they have no one to blame but themselves".[ES 1]


Crew Statements[]

T.J. Collins[]

Derrick J. Wyatt[]

Eugene Son[]

Cartoon Network[]

Ben 10: Alien Force Episodes