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Game Over is the thirty-second episode of Ben 10.


On a rainy day, Gwen is bored and convinces Ben to let her play Sumo Slammers Smackdown. Ben and Gwen are playing the video game, but Gwen is beating Ben at it. As a result, Ben takes Gwen's controller and makes her lose a life. He then transforms into Upgrade and merges with the computer, setting Gwen's score to 0. As Gwen tries to get Upgrade out, lightning hits the van's satellite dish and sends them both into the game.

Gwen and Upgrade appear in the game. Upgrade is happy but Gwen is not. They are attacked by Robo-Sumos, but Upgrade merges with one and destroys all the others. Gwen says they should use Upgrade's power to get home, but before they do so, the Omnitrix times out and Upgrade reverts back to Ben. 

Ben looks in the Omnitrix, but all of his aliens' forms are gone. A giant chest lands on Ben and takes one of his lives. Ben and Gwen both have one life and the chest transforms into a giant Robo-Sumo. They are attacked by more Robo-Sumos, but Ben sees a trunk and climbs to it. He gets a sword from it and fights the robots. Gwen obtains the game's manual and discovers a dojo that can be used to get to the next level. They ride it and are then attacked by different robots. Ben sees another trunk and discovers a token with a Four Arms icon that is inside of it. Ben grabs it and transforms into Four Arms. Then, the protagonist of the video game, Ishiyama, arrives and asks Four Arms if he is a shapeshifter. When Four Arms says that he is, Ishiyama says that he is the villain of the game, Kenko. Ishiyama then knocks Four Arms off of the platform.

Four Arms jumps back up on the platform, but Ishiyama attacks him. They engage in a fight, despite Four Arms's protests. Gwen sees the battle and fights her way into it. Ishiyama is impressed by her fighting skills. Wanting to impress Ishiyama, Four Arms fights the robots, but he reverts back to Ben. Gwen leaps across robots and Ishiyama follows. The three leap to safety and Gwen pulls out the manual and discovers that Upgrade is in level 13. Ishiyama says that he knows a shortcut and Ben activates a trap, but Ishiyama stops it. Gwen realizes that Ishiyama doesn't know that he's in a game and Ben sees a trunk. Gwen takes the token, which reveals a bow. Ben discovers many Omnitrix tokens, but one of them is a trap that shoots Ishiyama, causing him to lose a life. They get to a statue with a riddle and Ben discovers a token that is with a Cannonbolt icon, but Kenko arrives and grabs Gwen and Ishiyama. Ben transforms into Cannonbolt and attacks Kenko. Kenko leaves and his henchmen arrive. The three fight them when Max pauses the game and starts to shut it off.

Cannonbolt and Gwen yell out to Grandpa Max. He sits down and Cannonbolt explains the situation. Max resumes the game and starts to read the manual. The three continue the fight, but Ishiyama loses another life due to Cannonbolt. Gwen solves the riddle and breaks the statue, revealing a dojo. The three climb on and arrive into level 13, where Kenko is waiting. Cannonbolt reverts back to Ben and he runs off to find the Upgrade icon as Gwen and Ishiyama fight Kenko. Ben finds the Upgrade icon, but Kenko tries to grab it. Ben obtains the icon instead and Ishiyama attacks Kenko, but he is stabbed and begins to die. Ben transforms into Upgrade and battles Kenko. Ishiyama then appears and praises Upgrade as the best warrior. He then asks to be brought to the real world, but Max appears and attacks Ishiyama. Max uses a power-up to reveal that Ishiyama is actually Kenko and Upgrade merges with Kenko to destroy his armor, revealing a tiny creature. Upgrade brings Ishiyama back to life, who says that Max is the best Sumo Slammer. Upgrade merges himself and Gwen out of the game before reverting back to normal. Ben sees that all of his aliens are back in the Omnitrix and Ben and Gwen go outside as Max continues to play the video game.

Major Events

Character Debuts



  • Kenko (first appearance)
    • Kenko's Slaves (first appearance)
    • Robo-Sumos (first appearance)
    • Sumo Enemies (first appearance)

Aliens Used

Naming and Translations

Language Name Origin
Croatian Kraj Igre End of Game
French Partie Terminée Game Over
German Das Sumo-Slammer-Spiel The Sumo Slammer Game
Greek Τέλος Παιχνιδιού Game Over
Hungarian Játék Vége Game Over
Polish Game Over Game Over
Portuguese (Br) Fim de Jogo Game Over
Romanian Joc Terminat Game Over
Spanish (HA) El Juego Terminó The Game Ended
Spanish (Spain) Fin de Partida Game Over


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Richard McGonagle Four Arms
Fred Tatasciore Cannonbolt
Kappa Statue
Clancy Brown Kenko
Keone Young Ishiyama


  • When Upgrade turned himself into a ball to get himself and Gwen out of the game, he strongly resembled Cannonbolt in ball form.
  • According to pop-up trivia from the enhanced version of this episode:



Ben 10 Episodes