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Merry Christmas is the fourth episode of the third season of Ben 10, and the thirtieth episode overall.


The episode begins with the Rust Bucket driving through a desert called Desert Valley during a hot day and the air conditioning is broken, so Ben transforms into Grey Matter to increase the air conditioner's output, only for it to be blown apart and overheat, prompting Max to pull over and vent out the smoke and dust. In the distance, Gwen and Grey Matter were able to perceive some type of a cottage and the three check it out. It is the entrance to an abandoned holiday theme park, with cold air and snow. Inside, it is a winter village paradise. From afar, an old man watches the Tennysons arrive. When they get there, it turns out to be a large wooden building, flanked by two giant wooden soldiers that has a cool breeze coming from inside. Max said that it was probably an abandoned holiday theme park. Upon entering, Ben, Max, and Gwen come upon a winter wonderland village that had real snow in it. After having a brief snowball fight, the three of them walk into town to discover that it is entirely Christmas-themed, with people looking like elves, reindeer pulling sleds stacked with Christmas presents, a Christmas tree being decorated in the town square with a star on top, and a toy band marching around, playing horns. Max then says that this reminds him that their family never really had a proper Christmas together due to familial issues and that he hopes that it'll end so the Tennyson family can celebrate underneath one roof like he always wanted.

As Ben goes bobsledding and Gwen goes ice-skating, Max goes into a store for some hot chocolate where he encounters a group of elves, asking him to come with them. Max, believing that he was being taken somewhere to pay for his drink as another elf looks at him, with his eyes blue instead of the usual green like everyone else'. Max was then taken into a building where he meets Mr. Jingles, the mayor of Holiday Village, who claimed that Max was really Santa Claus and that the village was made specifically for him and did not want him to go. Mr. Jingles then ordered the elves to dress Max up as Santa Claus, as he pressed a button that magnetized Max to a chair that was behind him after he was dressed. Mr. Jingles then pulled out a joystick remote that controlled Max as he was brought into the workshop and presented to the elves working inside, causing them to cheer happily now that "Santa" had arrived. Mr. Jingles said that he was happy that Max brought his grandchildren along, claiming that he could always use more elves.

Out in the town square, Ben and Gwen were busy looking at some of the presents underneath the tree as they turned and saw several nutcracker soldiers, similar to the ones outside the front gate, arrive and begin to fire candy canes at them. Ben attempts to transform into Heatblast, but he transforms into XLR8 and he grabs Gwen and runs. XLR8 runs onto ice and has some trouble with it. The two fall into a snowbank and are surrounded by soldiers. Gwen continues to fight the soldiers and XLR8 grabs her and runs away. XLR8 throws snowballs at the soldiers, defeating them, before reverting back into Ben. The elf from before named Elsgood arrives and says that if Ben and Gwen don't leave, they will transform into elves. Ben is skeptical, but the transformations have already begun: Ben and Gwen's eyes become solid green, their cheeks turn rosy and their ears become pointy. Elsgood tells the two that Mr. Jingles has Max and the park turns to night. Snow monsters appear and chase the three. They hide in a building filled with pictures of Mr. Jingles. Elsgood reveals that he thinks it is still 1932. He opens a trapdoor and the Tennysons follow him. They fall down a chute into the workshop and Elsgood says that they need to destroy Mr. Jingles's machine called the Jingleator. Ben transforms into Wildmutt and, while pretending to be a reindeer, sneaks Gwen and Elsgood in. Inside, they get on a train leading to the factory below, as does a toy soldier. They knock him off, but more jump on. Wildmutt fights them, but the three are knocked off of the train by a jack-in-the-box.

They fall into the workshop and Mr. Jingles arrives. Ben sees Max and confronts Jingles. Ben, Gwen, and Elsgood are put to work on the assembly line. Elsgood points out the Jingleator and Ben distracts the reindeer and tries to transform into Four Arms but he transforms into Grey Matter. Grey Matter sneaks along the assembly line, but he is spotted by Mr. Jingles. Luckily, Grey Matter escapes from Mr. Jingles's minions with Gwen's help and enters the machine. He makes his way to the center and shuts it down, causing all of the toys and Mr. Jingles's minions shut down as well. The machine explodes and Max escapes from Mr. Jingles's control. Grey Matter reverts into Ben and the curse is still active. Mr. Jingles says that he needs to make perfect toys for the curse to lift and Max says that gifts aren't the true purpose of Christmas, but being together is. Ben transforms into Stinkfly and flies around the world in order to deliver the gifts. They return to Holiday Village to find the curse lifted and families there and meet an elderly Elsgood, who was never trapped. They return to the road, and the Rust Bucket's air conditioning is still broken.

Major Events

Character Debuts



  • Mr. Jingles (first appearance)
    • Giant Panda Plushes (first appearance)
    • Nutcrackers (first appearance)
    • Snow Phantoms (first appearance)

Aliens Used



Grey Matter: What's that doing in the middle of the desert?
Gwen: Grandpa, can we check it out? Please?
Max: Sure, don't sweat it.
(Max laughs; Grey Matter and Gwen glare at him)
Max: Uh, sorry, just couldn't help myself.

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XLR8: I've never accelerated on ice before.
Gwen: Really? Gee, you could've fooled me.

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Mr. Jingles: Without my perfect toys, what will Santa do?
Max: Christmas isn't about giving the perfect toy. It's about the spirit in which we give. Isn't that right, kids?
Ben: Yeah. But I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa? (gets pushed to the ground by Gwen)

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Naming and Translations

Language Name Origin
Croatian Sretan Božić Merry Christmas
French Joyeux Noël Merry Christmas
German Frohe Weihnachten Merry Christmas
Hungarian Boldog Karácsonyt! Merry Christmas!
Polish Wesołych Świąt Merry Christmas
Portuguese (Br) Feliz Natal Merry Christmas
Romanian Crăciun Fericit Merry Christmas
Spanish (HA) Feliz Navidad Merry Christmas
Spanish (Spain) Feliz Navidad Merry Christmas


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Stinkfly
Jim Ward XLR8
Richard Horvitz Grey Matter
Richard Doyle Mr. Jingles
Kim Mai Guest Young Elsgood



Christmas (1435).png

The young boy and his grandfather from The Alliance

  • This episode is the franchise's first Christmas special.
  • When the trio were traveling around the world to deliver the gifts, a map was shown, indicating their starting location to be in Texas. This means Holiday Village is situated in Texas.
  • A young boy and his grandfather who were playing at the park where Ben had run off to from The Alliance reappear near the end of this episode.
  • Phil Bourassa designed Elsgood's grandchildren.[TP 1]
  • The cold open of the episode was storyboarded by Brian Clothier.[BC 1]
  • The crew has not officially decided whether Santa Claus is real in the Ben 10 universe, but Mr. Jingles definitely believed so, before his death.[DR 1]
  • As shown via deleted scenes on the Ben 10: The Complete Season 3 DVD, two scenes were meant to be longer than they were in the final version of the episode, namely Grey Matter's journey to the center of the Jinglelator and Stinkfly delivering gifts around the world.


Brian Clothier

Duncan Rouleau

Tom Perkins

Ben 10 Episodes