Whatif Characters and/or events depicted in this article are a what-if? version and are Non-Canon

Gwen 10 is the seventeenth episode of Ben 10. This episode is a "what if" story and therefore is non-canon to the franchise.


As Ben wakes up inside the Rust Bucket, it seems that they are stopped at a gas station. Outside, as Gwen drinks, criminals with masks come out of the gas mart. One of them removes their mask and before they're ready to leave, Ben appears out of nowhere. Max tells him to get back inside the RV and Ben goes near the criminals and tries to transform into Four Arms, but he discovers that he isn't wearing the Omnitrix. Then pages of comic strips pass while a narrator explains that stories are not always told once and that in this case, it will be told another way. As it returns to Ben, he finds that he’s in trouble.

The biker robbers are ready to attack Ben and Max orders him not to stand around to be vulnerable. Max knocks one of them down by whipping him off his bike with the gasoline hose. The second one comes, and this time, Max uses a garbage bin to knock him down. They finish them off, but as they're ready to leave, Ben asks where the watch went. It seems that Max has no memory of a watch. They drive off and the police come to take the criminals.

In the RV, Gwen praises Max for what he did earlier. Ben, however, worries where the Omnitrix went and searches for it. When he asks Max, he says he picked up Ben a few hours ago and he wasn't wearing a watch. Gwen offers help to look for the Omnitrix and asks what it looks like. Ben tells her that she’s seen it for so many times. She also says that it's their first day together for summer. When Ben mentions their recent fight with Vilgax, Max immediately loses control of the RV, but regains control, saying he dodged a skunk. It seems that Max has no memory of the event either.

In space, Vilgax’s ship pursues a smaller bluish vessel, which holds the Omnitrix. Inside the ship, a robotic lieutenant reports that their ship is losing power. Vilgax orders them to find as much power as possible to get the Omnitrix in his hands. As Vilgax’s ship shoots a powerful blast, they successfully disable the smaller vessels propulsion system. As they were ready to board, the small ship self-destructs and Vilgax is protected from the blast. The ship then launches the container with the Omnitrix to Earth.

In the RV, Ben continues to explain who Vilgax was to Gwen. Max wonders if it wasn’t a movie Ben saw. Ben tries to get them to believe his story, yet Gwen gives a good point why they should after telling them he saw Bigfoot at a family picnic.

They arrive at their campsite and Gwen seems to enjoy the spot. But Ben comes out and realizes that he’s gone back in time and they're at the same area he found the Omnitrix. He insists that if he found it in the woods, everything will be normal again. Gwen doesn’t seem to think that Ben is normal anyway. Ben asks Max if he believes everything he’s said, though he still seems ignorant about it.

  • Gwen as Four Arms with four bowling balls
  • Gwen as Grey Matter
  • Gwen as Diamondhead
  • Gwen as Heatblast

As Ben helps Max out to put up the tent, Ben notices the shooting star that holds the Omnitrix. As he runs to the impact site, he finds the pod that held the device gone. It seems that Gwen got there before him. As she tries to get the Omnitrix off, Ben tells Gwen to give him the Omnitrix, but she refuses. Ben tells Gwen to be careful, but she shrugs him off, activates the Omnitix, and transforms into a female Pyronite. Ben tells Heatblast to be careful not to put the forest on fire, but she said that only an idiot would do that. Heatblast experiments with her powers and she uses her fire power to spell Gwen with fire in the sky. Ben asks how she did that, especially after how Ben as Heatblast took a while to learn such a technique. Heatblast then asks if she can transform into any other alien, but Ben seems to have something in mind.

In space, a pod has been released from Vilgax’s ship and is headed down to Earth. Meanwhile, Ben seems to have fun with Gwen, having transformed her into Grey Matter and she is terrorized by a raccoon. As the raccoon chases Grey Matter, Ben laughs at Grey Matter's attempt in running away from it. Ben then grabs her to tell her who knows how the Omnitrix works. Suddenly, the same pod that was sent out by Vilgax arrives on Earth, but lands where Ben and Gwen were. It transforms into a giant robot drone and it seems to be looking for the Omnitrix.

At a nearby campground, the drone attacks the area to flush out the holder of the Omnitrix. Ben and Diamondhead arrive and the drone senses the Omnitrix on Diamondhead and it attacks her.

Max sees Diamondhead, who tells him that she is Gwen before continuing to fight the drone. The drone tries to pull off Diamondhead's arm, but she breaks free due to Ben advising her to slice it and dice it. While Diamondhead fights the giant robot drone, Max tells Ben that he’s in danger and needs to get him and the others to safety. Max thinks that Gwen as Diammondhead is doing pretty good in combat and she's a quick thinker. Compared to Ben, she's more strategic. Diamondhead then destroys the drone by reflecting its lasers off of her diamonds. Back at Vilgax’s ship, Vilgax finds that his droid is completely destroyed and infers that the holder of the Omnitrix must be cunning and strong. He then decides to go to Earth.

Back at the RV’s camping site, Ben is awakened by Max's snoring and Gwen is outside. She says that she didn't sleep the whole night and she is having fun experimenting with the Omnitrix. First, she transformed into Upgrade to increase the processing power of her laptop. Then, into Ripjaws to catch fish. After that, she transformed into XLR8 to return home and pick up some clothes she forgot. Ben tells her that the Omnitrix isn't used for fun, but she decides to prove him wrong and they go bowling, Gwen transforms into Four Arms and gets four strikes.

Back at Vilgax’s ship, a nearby monitor comes up in front of him to show him where the Omnitrix most likely is. Vilgax seems to be heading to the location. At the bowling alley, Four Arms reverts back into Gwen and Ben seems to be disappointed how everything is turning out so far and it seems that Gwen is doing better than him. But before they do anything else, Vilgax arrives in a giant ball. Gwen tries to reactivate the Omnitrix, but no luck. It needs to recharge. Vilgax demands the Omnitrix, but Ben attacks him and is thrown off. Vilgax grabs Gwen and takes her away. Max arrives in the RV and picks up Ben from the severely damaged bowling alley.

In the RV, Ben tells Max what happened, and Max knows what happens. Max says that he started to believe Ben when he realized that Ben knew too much. Max asks Ben what Vilgax is going to do and Ben says to floor it. In Vilgax's ship, Gwen is strapped to an extraction device and Vilgax prepares to remove the Omnitrix from Gwen. She insists that he should remove it by simply slipping it off, though Vilgax wants to have a little fun while removing it and tells his drone to prepare for takeoff. As the RV drives through the path that the giant ball made, Max opens a compartment where a small handgun is kept. He gives it to Ben, just in case.

As they arrive at Vilgax’s ship, Vilgax is ready to remove the Omnitrix. Max shoots his weapon, though he dodges the blast. Vilgax then slices the weapon in half. While Max and Vilgax fight each other, Ben comes up to Gwen to help her out. Ben then grabs the weapon and blasts Vilgax, but after that, a great surge hits Gwen and it somehow removes the Omnitrix. Ben is about to grab it, but it end up on Max instead, much to Ben's disappointment. So to finish things off, Ben tells Max to transform into Upgrade, which he does. Upgrade then merges with the Rustbucket.

Max as Upgrade

Max as Upgrade

Max gwen 10

Max with the Omnitrix

Vilgax is able to hang onto the RV after they ram him, though Upgrade pops a hand out from the side and throws him in the air. Ben then uses the blaster to send him back to his ship, and they seemingly end Vilgax's life, as well as destroy his ship. Upgrade reverts back into Max, who says that he could get used to having the Omnitrix. The episode ends and the narrator says that some stories can be retold differently and you may never know how it'll turn out.



Aliens Used

By Gwen

By Max

Spells Used

  • Küd-Zuu Teqkk



Gwen: (as Diamondhead) Let's go, ugly! Hit me with your best shot!
Grandpa Max: Gwen!
Ben: Don't worry, she's got it, Grandpa.

Quotes Right


Ben: (to Gwen) It’s the most powerful thing in the universe. Now give it here!
Gwen: (Above Ben) Only if you say please.
Ben: (struggling and losing) Please!
Gwen: (Holding Ben by his head) Actually, pretty please.
Ben: (annoyed) Pretty please!

Quotes Right


(Ben leaves the tent to find Gwen outside)
Ben: Hey, when did you get up?
Gwen: I never went to bed. First, I was a high-tech alien and merged with my laptop to triple its processing speed, and then I turned into this water creature to catch us some lunch, then I became this speed alien to go home and pick up these clothes I forgot.

Quotes Right


Gwen: (as Heatblast) Whoa! I'm on fire, but I don't feel like it!
Ben: Because you're Heatblast. You control fire! Fireballs, fire breath!
Gwen: (as Heatblast) That sounds fun.
Ben: Careful. You could start a forest fire.
Gwen: (as Heatblast) Only an idiot would set the forest on fire. Now out of my way!

Quotes Right


Ben: Is the heat getting to both of you? I’m talking about the Omnitrix. (Grandpa Max stares suspiciously)
Gwen: I’ll help you look for it. So, uh, what does it look like?
Ben: (annoyed) Look like? You’ve only seen it like a million times. What is going on with you two?
Gwen: (feeling Ben’s forehead) Nothing. Maybe you have heat stroke or something.

Quotes Right

Naming and Translations

Language Name Origin
Dutch Gwen 10 Gwen 10
French Gwen 10 Gwen 10
German Gwen 10 Gwen 10
Hungarian Gwen 10 Gwen 10
Portuguese (Br) Gwen 10 Gwen 10
Spanish (HA) Gwen 10 Gwen 10
Spanish (Spain) Gwen 10 Gwen 10


  • According to pop-up trivia from the enhanced version of the episode:
    • Many fans wanted to know what would happen if Gwen got the Omnitrix, so this special episode was done to show them.[1]
    • A lot of the scenes were recreated shot-for-shot from the way they were in the original episodes.[2]
    • The episode was created to be just for fun.[3]
  • Despite being non-canon, it is the only episode where Ben is not seen transformed into any of the aliens, since Gwen took possession of the Omnitrix.


Ben 10 Episodes
Season 1
And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedTourist TrapKevin 11The AllianceLast LaughLucky GirlA Small ProblemSide EffectsSecrets
Season 2
TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersCamp FearUltimate WeaponTough LuckThey Lurk BelowGhostfreaked OutDr. Animo and the Mutant RayBack with a Vengeance
Season 3
Ben 10,000Midnight MadnessA Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsThe UnnaturalsMonster WeatherThe ReturnBe Afraid of the DarkThe Visitor
Season 4
Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. the Negative 10: Part 1Ben 10 vs. the Negative 10: Part 2Goodbye and Good Riddance
HijackedSnack BreakSurvival SkillsRadio DazedSleepaway CamperDogged PursuitLet the Games BeginHandle with CareRoad Trip Rumble
Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens

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