34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

If All Else Fails is the thirty-fourth episode of Ben 10: Alien Force.


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

Grandpa 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 Hightbreed. Now fully under Highbreed control, Max takes the Rust Bucket 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 Rust Bucket. 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 ground, containing the mind controllled people which 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 fail safe 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

  • One of Grandpa Max's stories (the one he finishes when the team saves him) is about Devin Levin, Kevin's father.
  • It is revealed that several dozen humans who have been previously imprisoned by the Highbreed have been implanted with techno-organic seeds designed for post hypnotic suggestion and turned into seedlings for the Highbreed Tree Monster, including Max Tennyson.



  • Bunker Highbreed (first appearance; death)
  • Headless Highbreed Antibodies (people under control)

Aliens Used



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.

Quotes Right


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

Quotes Right


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.

Quotes Right


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.

Quotes Right

Naming and Translations

Language Name Origin
French À court d'idées Run out of ideas
Hungarian Ha más nem marad If Nothing is Left
Portuguese (Br) Último Recurso Last Resource
Spanish (HA) Si Todo lo Demás Falla If All Else Fails
Spanish (Spain) Si Falla Todo Lo Demás If All Else Fails


  • "If all else fails, immortality can always be assured by spectacular error." is a quote by John Kenneth Galbraith.
  • A rabbit appears at the beginning, with a color scheme similar to the character of the same name from Disney's Winnie The Pooh.
Ben 10: Alien Force Episodes
Season 1
Ben 10 Returns: Part 1Ben 10 Returns: Part 2Everybody Talks About the WeatherKevin's Big ScoreAll That GlittersMax OutPier PressureWhat Are Little Girls Made Of?The GauntletParadoxBe-KnightedPlumbers' HelpersX = Ben + 2
Season 2
Darkstar RisingAlone TogetherGood Copy, Bad CopySave the Last DanceUndercoverPet ProjectGroundedVoidedInside ManBirds of a FeatherUnearthedWar of the Worlds: Part 1War of the Worlds: Part 2
Season 3
Vengeance of Vilgax: Part 1Vengeance of Vilgax: Part 2InfernoFool's GoldSimpleVreedle, VreedleSinglehandedIf All Else FailsIn Charm's WayGhost TownTrade-OffBusy BoxCon of RathPrimusTime HealsThe Secret of ChromastoneAbove and BeyondVendettaThe Final Battle: Part 1The Final Battle: Part 2
Ben 10: Alien Swarm
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