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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

If All Else Fails is the eighth episode of the second season of Ben 10: Alien Force, and the thirty-fourth episode overall.


A hibernating Highbreed officer awakens and triggers a device designed to destroy the planet. Now Ben must figure out a way to stop him.[CN 1]


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An earthquake awakens a Highbreed officer, who had been kept in stasis in a bunker, to be awakened if the Highbreed lost the war. Following his orders, he begins to activate a fail-safe weapon with the intention of destroying Earth.


All the people inside the crystal, activating the failsafe

Max is preparing dinner for Ben, Gwen, and Kevin when he begins acting strange, collapsing and then talking to himself. Ben and Gwen are very concerned and wish to take him to a hospital, but Max insists he is fine. However, shortly afterwards, purple plant tendrils begin growing out of Max, which are revealed to be mind-controlling seedlings implanted into humans previously imprisoned by the Highbreed. Now fully under Highbreed control, Max takes the Rustbucket and arrives at the seedling collection point, along with five others. Having sufficient biomass, the Highbreed commences the failsafe activation and the mind-controlled people become crystallized.

Ben, Gwen, and Kevin awaken to find Max gone, along with the Rustbucket. Gwen uses her powers to track him down and reaches the failsafe location. There they see Max trapped with all the people, as well as the Highbreed. They try to reason with the Highbreed, informing him the war is now over, but the Highbreed refuses to listen. A giant Highbreed Tree Monster emerges from the ground, which contains the mind-controlled people that it uses for biomass and as various parts of its internal anatomy, such as antibodies and even its brain, which is revealed to be Max.

The Highbreed officer refuses to believe Ben's claims of peace and won't divulge how to stop the creature. While Gwen and Kevin try to slow it down, Ben enlists the aid of Reinrassig III to get the Highbreed officer to cooperate. It is revealed the creature is a failsafe for the Highbreed if they died and lost their war. It is primed to find a nuclear power plant, charge itself with energy and explode, with the resulting fall out being enough to destroy all life on Earth in minutes. Unable to stop the monster from the outside, Ben, Gwen and Kevin sneak inside the monster to destroy it within. They manage to save the humans used as its brain and the Highbreed officer sacrifices himself to dispose of the creature safely.

Noteworthy Events[]

Major Events[]

Character Debuts[]



Aliens Used[]


Gwen: Having fun?
Kevin: Pros of camp-outs: fresh air, barbecue burgers. Cons of camp-outs: your Grandpa Max's old Plumbers stories that we've heard ten times before.

Kevin: Come on. We'll follow in my car.
Ben: Forget the car. I've got a better idea. (selects Way Big, but becomes Humungousaur)
Humungousaur: Way Big... Aw, man! Humungousaur. I wonder if the Omnitrix is still under warranty.

Kevin: We're not gonna just stand here and let the Brussel sprout that walks like a man nuke us, are we?

Gwen: Just tell us... Are there any more Highbreed doomsday plans left on Earth we should know about?
Reinrassig III: Absolutely not! (pauses) Um, I will... check the records.

Naming and Translations[]

Language Name Origin
French À Court D'idées Run Out Of Ideas
Hungarian Ha Más Nem Marad If Nothing is Left
Italian salvagente Failsafe
Polish Gdy Wszystko Inne Zawiedzie When All Else Fails
Portuguese (Br) Último Recurso Last Resource
Romanian În Cel Mai Rău Caz In The Worst Case
Spanish (HA) Si Todo lo Demás Falla If All Else Fails
Spanish (Spain) Si Falla Todo Lo Demás If All Else Fails


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Soldier #1
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Jetray
Seedling 2
Paul Eiding Max Tennyson
Bunker Highbreed
Soldier #2
Richard McGonagle Reinrassig III




  • After Max recovers from his collapse, Kevin states that Max dumped his food, but he was earlier seen throwing it away himself.
  • The Highbreed Tree Monster's height changes throughout the episode.
  • The Bunker Highbreed appears not to have been affected by the Omnitrix wave in War of the Worlds: Part 2.
  • When Kevin wakes up, Gwen is missing.
  • When Ben wakes up, he doesn't have the "10" on his jacket.
  • After Seedling 2 reports in, Seedling 3 (via Max) reports to the Bunker Highbreed that five Seedlings are present. However, when Max had shown up, four other Seedlings were already present and Seedling 2 did not show up until after Seedling 3 did, meaning that there were six Seedlings and not five.
  • Spidermonkey's hologram is drawn incorrectly and is smaller than usual.
  • When Spidermonkey runs up to Gwen, his tail is shorter.
  • When Gwen says, "A Highbreed?", her mouth moves right before her voice is heard.
  • When Ben transforms into Humungousaur, he is already at maximum height and has his Stegosauride features.
  • In one shot, the windows of Kevin's car are closed despite being open previously.
  • Before Humungousaur reverts to Ben, he seems to be much bigger than usual.
  • When Kevin ejects from the car, his legs are cut off for a split second.
  • The closed captions on the Ben 10 Alien Force: Volume 8 DVD misspell Reinrassig III's name as "Reinrassic III".
  • Before Ben turns into Jetray for the second time, his hologram faces away from him.
  • When Ben selects Diamondhead, his hologram is colored.
  • In one shot, Gwen's eyes are light green.
  • When the Bunker Highbreed flies into the Highbreed Tree Monster, after Reinrassig and the soldiers are shown, the Bunker Highbreed is with them.
  • Before his death, the Bunker Highbreed has Reinrassig's design.
  • When the Highbreed Tree Monster is about to fall down and the Bunker Highbreed tells Ben's team to gather all the people and get out, only Ben's team get out and they don't gather all the people.


  • The story Max finishes when the team saves him is about Devin Levin, Kevin's father. However, his surname is not mentioned. He would later be revealed to be Kevin's father in Vendetta.


T.J. Collins[]

Cartoon Network[]

Ben 10: Alien Force Episodes