34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Grudge Match is the eighteenth episode of Ben 10.


The episode starts in the middle of a windfarm. In the street, Grandpa Max and Gwen are semi-conscious inside the overturned RV. Meanwhile, Ben as Diamondhead is fighting Kevin. Before Diamondhead can counterattack, Kevin spits Stinkfly's slime spit in his face to blind him. Kevin then carries him up to the air, then drops him, knocking one of the wind turbines over. Diamondhead responds by throwing the turbine's blades at Kevin. Realizing that they match each other's powers, they prepare to charge each other head on. Suddenly, a red beam appears from above, enshrouding them and they seem to disappear. Gwen and Max get out of the RV to find that Diamondhead is missing.

Droid gladiator

Droid Gladiator

In a dark room, the red beam releases Diamondhead and a spotlight hits him. As he scans the area, an announcer says the "challenger" comes from Earth; it seems that Diamondhead and Kevin have been transported to a fighting arena, complete with a variety of alien spectators. While Diamondhead is distracted by his unfamiliar surroundings and situation, a droid attacks him from behind. The droid has two scythes. Viewed from overhead, the arena is separated in sections, each containing fighters against a similar droid. Diamondhead is able to destroy one scythe, but the droid is strong enough to crack through his crystalline body. Diamondhead realizes that it’s time to become serious, so he slices through the robot’s legs, which seems to disable the machine. As the crowd cheers, it seems that someone has been watching his every move.

Meanwhile, Kevin is in the same situation in an adjacent section and does the same. He uses different powers to defeat the droid. In a flash, he's victorious and the crowd cheers for him. It seems that the same person has been watching his every move as well. As Diamondhead gloats, the Omnitrix times out and Diamondhead transforms back into Ben. The audience is surprised by the transformation and the damaged droid is able to get on top of Ben, but Ben is fast enough to use one of the detached scythes to severely puncture and terminate the droid. In an holographic projection overhead, the mysterious being who has been watching them announces his plans to use them for subsequent, staged battles for profit. As the wall between Ben and Kevin opens up, Kevin blames Ben for their current situation, but before Kevin can attack Ben, they are teleported somewhere else.

Kevin and Ben continue to quarrel, but are stopped by hovering robot guards with stun lances. The robots then attach a device to each of them. Ben and Kevin discover that they're on an spaceship, in a room with aliens from various planets, who appear to be in the same situation as themselves. Ben insists they should find a way back to Earth, but one alien says that the ship is their home now and there's no way out. Still angry at Ben, Kevin grabs him, but the implanted devices create an electrical discharge on Kevin, forcing Kevin off Ben.

An alarm sounds off and an alien says that it's meal time. The ceilings open and release a gooey, purple-colored substance. Ben doesn’t have the appetite for the alien glop, but the aliens urge him to eat, because Technorg will take their food. The sound of heavy footsteps is heard from the background and Technorg arrives. As he approaches the aliens, they kneel down to him, while he takes their food. Kevin, still sitting at the table, uses his tail to throw Ben's tray at Technorg’s face, and blames the act on Ben. Technorg grabs Ben, and throws him aside. To match his power, Ben transforms into Four Arms and attacks. Out of view, the mysterious alien continues to watch and be intrigued by Four Arms. Four Arms and Kevin are then transported to another area, where the alien identifies himself as Slix Vigma. Slix decides to link Four Arms and Kevin using an electronic shackle, telling them that what happens to one of them will happen to the other. Slix then transports them to the arena, where they have to fight Technorg.

As Technorg attacks, Four Arms and Kevin run in opposite directions, forgetting that they're linked. The mistake allows Technorg to grab a hold of the link and throw both of them down. At that moment, the Omnitrix times out and Four Arms reverts back into Ben. Kevin tries to get rid of Ben again, forgetting that if Ben is injured or dies, the same will happen to Kevin. Technorg tries an aerial punch, but Kevin is able to dodge the attack. Kevin then runs from Technorg, dragging Ben on the arena's floor. Kevin continues to humiliate Ben, but Ben attacks Kevin by tripping Technorg on top of Kevin. Ben insists that if he and Kevin work together, they can defeat Technorg, but Kevin refuses to. Instead, Kevin tries to prove that he can win the battle by himself, by alternately shooting Stinkfly's goo and Diamondhead's crystal shards at Technorg, which does virtually nothing. As Ben finishes his pleas for Kevin's cooperation, Kevin uses Heatblast’s fireballs, which explosively ignites Stinkfly’s goo. He tells Kevin to try it again. It works, with Technorg blown off his feet from the explosion. Ben tells Kevin to combine XLR8's speed, Four Arms' strength and Diamondhead's invulnerability and with two powerful punches, Technorg is knocked out. Slix orders Kevin to finish him off, but before he can do so, Ben stops him. Kevin continues to fight with Ben, but are stopped by guards. They are given the title of "Champion" and are taken back to the holding cell.

The imprisoned aliens now pay homage to Kevin and Ben. Technorg appears with a tray of food for Ben, who he's honored to serve, not only because he bested him in battle, but for sparing his life as well. Ben doesn’t want to be Technorg’s master and asks if he knows a way off the ship. Technorg says that they've all tried, but none of them are powerful enough to take control. As the ship is being prepared to travel to another galaxy, Ben declares that together, they can escape.

A few moments later, as Ben slumps in a corner of the cell, he signals the others to start the plan and they relay the signal to Kevin who pretends to act out of control. As the robot guards watch, the aliens pile on Kevin, and a flash appears. Grey Matter manages to sneak inside a robot guard and disable its control devices. Everyone escapes out of the holding cell.

Still linked together, Kevin and Grey Matter try to look for the controls for the emergency escape pods, but Slix is able to track them down, and his drones are well-armed with giant axes. Slix was able to capture the other escapees, and use them as hostages, if they tried to escape again. Kevin and Grey Matter fight the drones to escape and save the aliens from Slix, but Grey Matter reverts back into Ben. As the aliens outside are tortured, more robot drones come after Kevin and Ben, who must get to the arena to rescue Technorg from being dropped into a pit of vicious beasts.

Distracted watching the aliens being tortured, Slix is overcome by Kevin and Ben. Ben insists that Kevin shouldn't destroy Slix, who appears to be an intelligent robot. Kevin, ignoring Ben, is about to destroy Slix, when Ben transforms into Upgrade and merges with Slix. Upgrade explains that Slix is actually the main command center for the entire ship and he can control everything on the ship. He then finds the control console, and breaks their electric shackle link. As Technorg falls from the platform, Upgrade sends a flying platform to catch him. Slix seems able to regain some of his control, but before he can tear Upgrade off, Technorg knocks him out. Upgrade then teleports the imprisoned aliens and himself to the escape pods.

As Upgrade activates the escape pod doors, every alien escapes successfully, but Technorg insists on staying with Upgrade. Upgrade pushes him into the pod. Just as he's ready to leave, the Omnitrix times out and Upgrade reverts back into Ben, revealing Slix grabbing Ben to kill him. Kevin kills Slix, saying that he wanted the fun of killing Ben to himself. He hurls Ben against a wall, and, using Stinkfly's goo, attaches him there. Ben desperately tries to activate the Omnitrix, and, just in time, transforms into Cannonbolt. Kevin is surprised by the new alien. Cannonbolt bounces off the walls battering Kevin. He enters a pod to escape, but Kevin holds the door open, but is stopped by Technorg who's returned to the ship to defend Cannonbolt. Cannonbolt says they're now even, and as he jettisons off the ship in his escape pod, Kevin feigns a meek smile as Technorg approaches, presumably to bash him for his treachery. The ship, having been previously programmed by Slix, disappears into another galaxy.

The escape pod lands on Earth, and Ben tumbles out, apparently overcome by the shock of the rocket travel. Gwen and Max have left the damaged RV and seem OK. They're glad to see that Ben is OK. Gwen asks what happened to Kevin, and Ben tells her that Kevin found someone new to play with.

Noteworthy Events

Minor Events

  • It's revealed that the Omnitrix will immediately recharge to protect the user from immediate danger.

Character Debuts



Aliens Used



Kevin: (in his combined alien form) You are one sorry sight, rock head.
Diamondhead: That's Diamondhead, and speaking of sorry sights, have you looked in the mirror lately?
Kevin: It's payback time for turning me into a freak.
Diamondhead: You were always a freak, Kevin. It's just now the ugly is also on the outside.

Quotes Right


Kevin: (in his combined alien form; to Ben) Diss me all you want. I'm still 10 times better than you! I've got all your powers, plus my own! I'm Kevin 11! (attacks him)
Diamondhead: (blocks attack) Too bad each one of those are only a tenth as powerful as mine!

Quotes Right


Diamondhead: (Kevin squirts Stinkfly goo in his face) Eeuuww! Gwen's right, this stuff is gross!

Quotes Right


Slix Vigma: (to Kevin and Ben) Mercy? What a novel concept. (to crowd) Prepare for galactic hyper-jump. I need to recruit some new blood for our new champions.
Slix Vigma: (referring to Kevin) Sadistic, cruel, merciless. True gladiator material.

Quotes Right


Kevin: (after beating Technorg) Oh yeah! That's right! Who's bad?!
Ben: You are so pathetic.

Quotes Right


Kevin: (to Ben as Grey Matter) Oh get over yourself, Shortstuff. A monkey could've done what you did.
Grey Matter: (mockingly to Kevin) Then why didn't you?

Quotes Right


(Kevin has Ben trapped on a wall; Ben's trying to activate the Omnitrix)
Kevin: Don't bother trying to dial in another alien. I know all your aliens powers inside and out. (starts to attack him)
(Ben slams the Omnitrix on the wall, the attack shatters; Cannonbolt looks up at Kevin, who takes a step back in surprise)
Cannonbolt: Oh, yeah? I don't think you've been introduced to Cannonbolt! (jumps off the wall and attacks him)

Quotes Right

Naming and Translations

Language Name Origin
Croatian Uzvratni meč Return Match
Dutch De overwinnaar The Victor
French Les Gladiateurs The Gladiators
German Unfreiwillige Kämpfe Involuntary Battles
Hungarian Ellenséges játékok Hostile Games
Portuguese (Br) Luta de Revanche Fight Rematch
Spanish (HA) Gladiadores Gladiators
Spanish (Spain) Combate de Rencor Fighting Grudge


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Jim Ward Diamondhead
Richard McGonagle Four Arms
Fred Tatasciore Cannonbolt
Richard Horvitz Grey Matter
Charlie Schlatter Kevin Levin
Armin Shimerman Slix Vigma
Jack Angel Technorg


Ben 10 Episodes
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