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In Charm's Way is the thirty-fifth episode of Ben 10: Alien Force.


Kevin deflates a kid's ball

While the team is having an outing together at the beach, Kevin is not enjoying his time. A kid accidentally throws his ball at Kevin and hits him on the head, much to his annoyance. When the kid asks for it back, Kevin rudely deflates the ball, before sarcastically saying "Here you go." After the kid and her friend stomp off angrily, Ben tries to cheer Kevin up and tries to get him to cool off. Gwen steps in and calms him down, but unexpectedly the beach spectators go wild and they find out that the commotion was caused by one of Charmcaster's stone creatures. The trio tries to hold him off, but the creature was immune to Gwen's attacks. Accidentally, one of her energy disks is reflected back, hitting Kevin's ID mask, and breaking it (making him even angrier in the process). Ben attempts to transform into Way Big, but he transforms into Goop instead. The monster defeats Kevin, but Goop jumps on and starts melting it. Just then, a vortex appears, sucking the monster in.

Goop transforms back into normal and he complimented Gwen on the vortex, but she replied that it wasn't her doing. The kid with the destroyed ball earlier confronts Kevin and says he understands why he did what he did, telling him he was just a monster beneath the heroics. Gwen tries to comfort Kevin after the kid walks off, but Kevin talks to her, rudely saying that she doesn't do much of anything. At a nearby cave, Charmcaster sees everything that happened and voices her deep hatred for Gwen. Since Gwen took her spellbook, she was going to take what's precious from her as well, referring to Kevin.

After Kevin fixes his ID mask and is about to eat a burger, a tennis ball hits Kevin's head and he drops his burger. A beautiful blond girl runs there to apologize and then introduces herself as Caroline. She tries to lure Kevin to her, but Kevin states that he's seeing someone. Clearly ticked off, Caroline tries again. When Kevin goes to his car, Caroline speaks about his car and it is to Kevin's astonishment that she loves cars, so they both ride together as Kevin is giving in. While waiting at a traffic light, a kid distracted by his toy almost gets hit by a truck. Kevin wants to help, but Caroline displays her powers and saves the kid. Caroline leads Kevin to the beach, telling him a fake life story in an attempt to make him care.

Caroline/Charmcaster kissing Kevin

She tells him that she knows what's inside and takes his ID mask off. The conversation leads to Caroline pursuing him to let her be his girlfriend instead of Gwen, telling him that she would not care about his outer appearance and that she only cares about the inside. She blames Gwen for not fixing him back for selfish reasons, as no girl would want Kevin with the mutation. Persuading him even more, she tells Kevin if she were his girlfriend, she would spend every of her time helping him return to normal. She also grows jealous when Kevin states that she has magic, but Gwen is made of magic. Caroline kisses Kevin, puts him in a trance, and changes back to herself, Charmcaster. She orders Kevin to bring Gwen to the planetarium by midnight, as she wants to put her plans into action to gain Gwen's power, using the full blaze of the moonlight to steal it. An amulet was given to Kevin as the mind-controlling device. Kevin goes off, presumably to complete his orders.

Ben and Gwen sat on the porch of Gwen's house, having a conversation in which Gwen defends Kevin's action. Ben then asks if she would like to go to Mr. Smoothy, but Gwen turns down the offer as she was going to hit the books every night. Kevin then arrives and tries to make Gwen to come with him, using various events as excuses. Gwen refuses each one, while Ben gets excited about them and starts rambling on incoherently. Kevin proceeds to carry her over his shoulder and tries to take her with him by force, knocking Ben into the garbage can. Clearly feeling an unusual situation and suspicious, Ben attempts to transform into Humungousaur, but he transforms into Diamondhead instead and he and Kevin fight and Gwen tries to stop them, but Kevin runs through her shield. Kevin defeats Diamondhead, but Gwen stops him from killing Diamondhead. Diamondhead transforms into Ben and Kevin grabs him. Gwen realizes the amulet and tells Ben to take it off, which he does. Gwen then pins Kevin to a tree. He goes back to normal and Gwen and Ben fill him in while he tells his story.

Charmcaster draining Gwen

Kevin describes Caroline and Gwen realizes that she is Charmcaster. He mentions that she kissed him and Gwen becomes angry about that. Though they clearly knew it was a trap, Gwen insists they'd be there by the planetarium. The team arrives and rock monsters come out to fight them. Gwen projects mana at the stone creatures, but they have no effect on them. Kevin fights them and Ben tries to transform into an alien form, but the Omnitrix is still having to recharge. Gwen gets past the rock minions and goes inside. Charmcaster is seen waiting inside. Upon seeing each other, Charmcaster sarcastically comments on Gwen's hair and they begin a battle. Their Mana comes clashing in the middle point and with effort, Gwen overpowered her. It turns out that Charmcaster wants Gwen to step into some runes to trap her. After Gwen steps into the trap, Charmcaster opens the circle of runes, trapping and agonising Gwen. Charncaster then opens the roof to expose the full moon onto Gwen which helps her plans, forcing Gwen onto her knees while crushing her powers. After fully subduing Gwen, Charmcaster then lifts her up and starts draining her powers to be in her possession, as Gwen screams in pain. She comments that Kevin wasn't kidding, Gwen is really full of mana. She drains all her energy and Gwen falls to the floor, unconscious.

Kevin and Ben don't stand a chance against the rock minions, as they are enhanced. Charmcaster suddenly appears and says not to bother them anymore, as she has what she needs. When Kevin demands to know where Gwen is, Charmcaster says that they are all powerless to stop her, then disappears after laughing in triumph. Ben and Kevin goes in to find Gwen getting up. Gwen and Kevin get into a verbal fight, where Kevin blames Gwen again for not making him return to normal as no other girl would want him. Gwen ends the fight by saying that they're not having this conversation and she needs to get Charmcaster. Kevin goes off, which somewhat implies their break up.

Gwen letting herself getting hit to drain back her powers

On the roof top of a building, Kevin tells Charmcaster that he wasn't loyal to the Tennysons after being told that Charmcaster has no interest in dating the good guys. Kevin implies that what she said earlier was true and that it made sense. He tells her that he helps Ben so just he could get closer to Gwen in which he implies doesn't matter to him anymore. He tricks Charmcaster when he mentions the amount of power Gwen still possess, making Charmcaster want to confront Gwen again. Charmcaster believes she supposedly drained Gwen dry and that any power Gwen has left belongs to her.

Gwen regaining her powers

Gwen and Ben are drinking smoothies at Mr. Smoothy's, when Charmcaster comes with Kevin and her rock minions. She scans Gwen of any mana left in her, but realizes Kevin had tricked her when she finds none. She angrily summons a vehicle to come alive and attack Kevin, and makes Mr. Smoothy come to life to attack Ben. Ben is grateful that the Omnitrix is function and he transforms to Murk Upchuck, thus drinking the smoothy. Charmcaster sends her rock minions to attack Gwen. With no powers, Gwen uses her karate and gymnastic skills to handle them, challenging Charmcaster to a one on one fist fight. Charmcaster nonchalantly refuses, opting to kill Gwen with a destructive bolt of energy. Gwen lets herself get hit and powers herself up, turning the tables by casting a spell to gain back her powers, to Charmcaster's horror. Gwen overpowers Charmcaster's bolt of mana, and hits Charmcaster's hand. In a burst of pain, Charmcaster backs down her hand and it hits her chest.

Upchuck drinking from the giant Mr. Smoothy

To Charmcaster's dismay, Gwen drains Charmcaster's powers and the power Charmcaster stole earlier. Gwen remarks that Charmcaster's problem is that she only relies on her magic, whereas magic is only one aspect to whom Gwen is, while Gwen is draining Charmcaster. Powerless, Charmcaster begs for help from her rock monsters to make one last stand against Gwen, though probably thinking it was a inevitable defeat for her. Gwen then conjures a vortex to suck them inside. Charmcaster quickly holds on to her minions as they are being sucked in. Being tired of being talked down to, the minion she was holding on to lets go of the pole purposely, getting them both sucked into the vortex. Kevin comes by and comments that it was good timing. Gwen took care of Charmcaster, as he is having difficulties with the mad vehicle, admitting it was embarrassing. Meanwhile, Upchuck throws up smoothy gunk on Kevin to which he says was much of an embarrassment to Gwen, while she slightly smiled at him. Upchuck then transforms back into Ben.

Kevin and Ben go to the beach to wash up. Kevin asks where Gwen is. Ben says that she went home and that he hurt her pretty bad. Kevin replies that it was unlikely for Gwen to be the one who's hurt as he's the one who looks like this. Furious, Ben reveals that Gwen has actually been devoting every moment of her spare time to looking through her spell books in order to find a cure for Kevin's condition ever since the accident. Kevin is taken aback, wondering why Gwen didn't tell him. Ben retorts, "Should she have had to?" before storming off, leaving Kevin in a state of deep regret.

Major Events

Character Debuts



Aliens Used

Spells Used

By Charmcaster

  • Oktoom
  • Oktoom eradico

By Gwen

  • Reverto maeus opsmihi



(ball hits Kevin's head)
Boy: Hey, can we have our ball back?
Kevin: Sure, kid. (bursts the ball) Here you go.
Ben: Nice, Kevin. What next? Kicking puppies?
Kevin: This little outing was your idea. So just lay there and work on your Ben tan.
Ben: OK. I'll tan and you lighten up.
Kevin: No one's the boss of me, Tennyson. Remember that.
Gwen: Please lighten up, Kevin.
Kevin: (cracks a smile) OK, Gwen. (Ben chuckles) What? What're you thinking?
Ben: I'm not thinking anything.
Gwen: I can vouch for that. Hey, anybody wanna get me a bottle of water?
Ben: Rock, paper, scissors?
(Ben puts scissors and Kevin, paper when the Rock monsters come out of the ocean)
Gwen: Rock!

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Ben: Magic vortex? Nice work Gwen!
Gwen: It wasn't me.
(Little Boy walks up to Kevin)
Kevin: (coughs) What are you lookin' at?
Little Boy: It's okay. I totally get why you busted my beach ball. You're a superhero who's really a monster. Guys like you are always mean!
Kevin: (angrily) Why you!
(Gwen grabs Kevin's shoulder)
Gwen: It's okay Kevin, it's okay.
Kevin: (angrily) No it's not!
Gwen: I don't know how to help you!
Kevin: (softly) Why is that a surprise? You don't know how to do much of anything.
Gwen: (infuriated) What did you say?!
Kevin: (angrily) I didn't ask you for any help! (Kevin pushes past Ben and Gwen) I'm gonna go fix my ID mask.

Quotes Right.png


Caroline: Small-block V8, three hundred horsepower, and what, nitrous tank for afterburners?
Kevin: Liquid oxygen. I like to go fast. You into cars?
Caroline: I could be in yours, if you asked me nice. Corners like a dream. Is there anything this car can't do?
Kevin: It's not submersible, but I'm working on it.
Caroline: Okay...

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Gwen: This is ridiculous! I should have never listened to you. I should be helping Kevin cope with what's happened to him.
Ben: Cope, shmope.
Gwen: Wow. Can't argue that logic.
Ben: Hey, at least he's got no limits on going hero. I have to depend on the Omnitrix, which does what I want maybe half the time. Plus, it keeps timing out. Kevin should stop whining about how tough he has it!
Gwen: He's not whining Ben. He just has a lot on his mind.

Quotes Right.png


Charmcaster: Well, well, my pets, Gwen Tennyson has a boyfriend. But he's not happy. Hmm. Perhaps sending you to destroy was too simple a revenge. After all she stole my spell book, the least I can do is steal something important to her...

Quotes Right.png


(Charmcaster transforms back from her disguise)
Charmcaster: Your mind is all blank.
Kevin:(hypnotized) Totally.
Charmcaster: You will bring Gwen Tennyson to the planetarium at midnight.
(Kevin nods)
Charmcaster: Taking her boyfriend was just the warm-up. There I will use the full power of concentrated moonlight siphoned through a mystical field, to steal her very essence! By the time I'm done, there'll be nothing left of her.
Kevin: She probably won't show up when I tell her that.
Charmcaster: Don't tell her you simpleton!
Kevin: Hey give me a break, my mind's all blank.
Charmcaster: (frustrated) Just bring her! Talk her into it, make an excuse. Force her if you have to. Here.
(Charmcaster snaps her fingers and a necklace appears around Kevin's neck)
Kevin: And if Ben tries to stop me?
Charmcaster: Destroy him.
Kevin: 'Kay.
(Kevin walks off to complete his mission)

Quotes Right.png


(Ben asking Kevin about Charmcaster)
Ben: Is she cute?
Gwen: Ben!
Kevin: More than cute, hot!
Gwen: Kevin!
Kevin: I can still remember we were talking...
Gwen: About what?!
Kevin: About... stuff, you know, its all kinda blurry after she kissed me.
Gwen: (Angry and shocked) She kissed you?!
Kevin: Yeah, I didn't really mean to tell you that part.
Gwen: (sarcastically and angrily) Really.
Ben: That was a stupid thing to say.
Kevin: Can't argue with you there.
(After some time reaching the destination in Kevin's car, Kevin trying to justify himself)
Kevin: It was not like I was kissing her, much. It was like 80% her kissin' me.

Quotes Right.png


Charmcaster: Gwen Tennyson. I've been waiting five years to say this; I love what you've done with your hair.

Quotes Right.png


(after Gwen got up)
Ben: Are you okay?
Gwen: She stole all my power. How do you think I am?
Ben: Uh, weak?
Gwen: I deserved this. I was too angry...
Kevin: I can see how she would make you...
Gwen: I was angry with you!
Kevin: Wait- me?
(Gwen's eyes widen)
Gwen: (having trouble explaining) No! Okay, yes, a little! I mean, why were you even hanging out with her?
Kevin: Because I thought she liked me.
Gwen: And I don't?
Kevin: If you liked me so much, how come you haven't bothered to find a way to change me back?
Ben: Dude!
Kevin: After all, as long as I'm a monster, no other girl would want me, right?
Gwen: We are not having this conversation.

Quotes Right.png


(Murk Upchuck is drinking Mr. Smoothy's innards)
Mr. Smoothy: Stop, please! I'm half empty!
Murk Upchuck: Bad attitude. You're half full!

Quotes Right.png


Kevin: Where's Gwen?
Ben: Went home. You hurt her pretty bad.
Kevin: I hurt her? I'm the one that looks like this, and she hasn't doesn't a thing about it!
Ben: (getting angry) You are a giant rock faced jerk!
Kevin: Yeah, whatever.
Ben: Not whatever. She's been spending every spare moment going through every magic book she can find to try and help you. She's been doing it since the accident.
Kevin: (stuttering) She... she never told me.
Ben: Should she have had to?

Quotes Right.png

Naming and Translations

Language Name Origin
French Comme par Enchantement As If by Magic
Hungarian Bűbájosztó Stílusában In Charmcaster's Style
Polish Powrót Czarodziejki Return of Charmcaster
Portuguese (Br) Os Encantos de Encantriz The Charms of Charmcaster
Romanian În Calea Farmecelor In the Way of Charms
Spanish (HA) Hechizados Beguiled
Spanish (Spain) Hechizos Spells


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Goop
Mr. Smoothy Mascot
Kari Wahlgren Charmcaster



  • The episode title is a reference to the 1965 war film In Harm's Way.


  • Throughout the episode, whenever Ben activates the Omnitrix, the aliens' holograms face away from him.
  • When Ben is dialing an alien, the alien that is dialed up is Goop but for a split second the alien that is dialed up is Echo Echo and then it returns back to Goop being dialed up.
  • In one scene, Gwen's eyes are light green.
  • Charmcaster has blue eyes for most of the episode.
  • After Ben turns into Diamondhead, the banana peel disappears from his head.
  • When Ben tries to go alien near the planetarium and sees the Omnitrix recharging, the dial of the Omnitrix is facing him from his perspective, but in the next scene, it's sideways.
  • Just before Charmcaster teleports after stealing Gwen's powers, for a split second, Charmcaster's mouth is missing.
  • A few seconds after the moonlight shines on her, the color of Gwen's hair is darker except for her ponytail.
  • When Charmcaster turns into Caroline, her hair color is on the very top of her forehead in some scenes.
  • When Gwen is outside near the planetarium, she has six fingers..
  • In one scene, the giant Mr. Smoothy's straw is a darker red.


  • Kevin and Charmcaster shared their first kiss.
  • If one listens closely when Charmcaster fired her mana at the powerless Gwen in an attempt to kill her, you can hear the sound effect that is used when Gwen powers up her mana, implying that when Charmcaster absorbed Gwen's powers, she did indeed become an Anodite, albeit until said powers were taken back.
  • The background music when Ben says "Kevin! Omnitrix on the fritz!", the music is the same as the beginning of Save the Last Dance.
  • In the original series, Upchuck was unable to consume human food.[1][pop-up 1][2] However, in this episode, Upchuck was able to drink the contents of the Mr. Smoothy mascot without any issues.
    • The subtext in this scene was that Mr. Smoothy's smoothies are so far removed from food that even Upchuck can drink it.[PD 1]
  • Peter David considered having a whole section with Gwen addressing the notion that any sufficiently advanced form of science is going to be seen as magic and describing her alien nature to Charmcaster but it was just too unwieldy and contrived to make work.[PD 1]


Crew Statements

T.J. Collins

Peter David


Ben 10: Alien Force Episodes