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Secrets is the thirteenth episode of Ben 10.


A news-station helicopter is following police cars chasing a speeding armored car. The reporter says that criminals hijacked the car from a bank and they have a hostage. Along the highway, they speed past Grandpa Max's RV and a large crystal grows out from the pavement, completely destroying the undercarriage of the car. The effect made it spin and completely stop. One of the criminals gets out of the vehicle with the hostage, and the other holding a rather large rifle. He aims his rifle at the police car and shoots it and it flies to the air, just after the police inside it went out. He then directs it toward Diamondhead, though he doesn't seem to be afraid of it, and slashes it to pieces. The criminal runs away with terror, but he's stopped by another crystal emerging from the cement, lifting him up. The first criminal then walks out from behind with the hostage. Diamondhead is silent and he transforms his hand into a spike. With that appearance, they surrender immediately and the news reporters comment on Diamondhead's heroic act. They seem to say that heroic aliens have become a common occurrence.

Vilgax's recovery is complete

Vilgax is watching the broadcast in his ship. He's displeased with how the Omnitrix is being used for heroics since he intends to use it for his own selfish agenda. His robotic lieutenant asks Vilgax if he's allowed to send more drones to retrieve it. Vilgax replies with a no, and his regeneration tank opens. One of the medical robots crawls out, only to be crushed by a massive metal foot. Vilgax's limbs have fully regenerated and he says that he'll see to the task himself.

In the RV, Ben wakes up screaming. Max asks him if he had another nightmare. He recaps that he's been dreaming about the weird alien from his vision when he merged with Rojo as Upgrade. He apparently saw his new body in the dream as well. Gwen wonders if Ben is just looking in a mirror. Max assures Ben that it's just a bad dream, and that they'll talk more about it in the morning. Max then heads back to bed, and Ben tells him one more thing. He was told, “I'm coming for you now." Surprisingly, Max was immediately shocked by the statement and decides to hit the road, instead of waiting in the morning. Gwen points out that it's pretty early in the morning, but Max explains that it's the best way to beat the traffic.

Ben points out that Max is driving unusually fast and Max claims that he wants to make it to Mount Rushmore before nightfall. Ben then turns away and complains of boredom. He gets an idea to relieve it, and asks Gwen if he can play a game on her laptop. She says that she would, but not letting him would be a good lesson for him on how to entertain himself. Ben looks at the laptop and gets a mischievous look on his face.

On Vilgax's ship, the activation signal of the Omnitrix is detected. Immediately, Vilgax orders his crew to track the signal down. The sensors took a few seconds to find the signal's general location. Vilgax stares at the screen, becoming satisfied with how well his plans have succeeded so far.

Max is stricter than usual

In the RV, Gwen begins to have trouble with her computer. Upgrade reveals himself on the screen, declaring that it won't function because Gwen's a loser and always will be in a monotone voice. She yells at Upgrade to get out of her computer, but he won't and he points out what she told him a while earlier on how to entertain himself. She attempts to get him out of the computer by physically pounding and shaking it, though Upgrade continues to fool around and envelops the whole computer. It sprouts legs and jumps out of her hands, and Gwen goes after the Upgrade. Upgrade then continues with his foolishness, and eventually finds a diary on the memory. He reads one of the entries, and it is just Gwen calling Ben a name. Max is annoyed by Upgrade’s misbehavior, and Max tells him that now's not the time to go alien, and says that they can't afford to attract attention. Upgrade is confused by his statement, not sure about attracting attention inside the RV. The Omnitrix then times out and Upgrade reverts back into Ben. Clearly distracted, Max says to forget what he just said and continues driving. Ben and Gwen are absolutely clueless about what's going on with Max.

Vilgax lost the Omnitrix signal, but isn't concerned about the matter, since they gathered enough data to get a general idea of its whereabouts. He then looks at images of Ben’s heroic acts as aliens on various screens and he's figured out a way to draw him out. Without caution, he punches the last screen, which shows Diamondhead saving a kitten from a tree.

In the bison-filled field, Vilgax descends his ship to a near ground-level. The hanger of the underside of the ship opens, and a swarm of drones and a red large mace. The mace doesn't fly, so it just falls to the ground with the drones following it. It then begins rolling, leading its force on its way to Rapid City, destroying the welcome sign along the way.

Ben and Gwen notice several fires coming from Rapid City and Ben points it out to Max. Max is concerned about the situation, but he states that the locals should have everything under control. However, the force completely wastes the area, and Ben immediately decides to help them. Max tells him that it's a bad idea, but Ben doesn’t listen and transforms into Heatblast. Heatblast then blasts off to save the city.

Vilgax meets Ben (as Heatblast) for the first time, face to face

The strike force continues to destroy everything in sight. The mace is conspicuously missing from the battle. Heatblast burns four of the drones and states that they should pick on someone with real firepower. At once, all the remaining drones surround him, and Heatblast gets a feeling they are expecting him. Despite this, he begins to attack back, and surprisingly, the task of destroying the drones turns out to be easy. The drones were all destroyed by a single shot of his flames, but then an electrical net is fired at Heatblast, pinning him to a nearby building. The red mace rolls up after this. The sphere opens up, revealing a compartment within, Vilgax steps out. Vilgax's appearance is much more revealing, and he's much taller. His body's also covered with armor, and he has several cylinders attached to his arms and shoulders. Heatblast immediately recognizes Vilgax as the alien from his visions. Vilgax introduces himself to Heatblast, and explains his purpose for capturing him. Heatblast states the obvious about Vilgax's allegiances and burns through the net. However, Vilgax stands in the same place, taking each attack as if it were nothing. With a single toss, he throws Heatblast halfway across the city.

Heatblast makes a decent crater when he landed. Burning away the rubble over him, he comments on Vilgax's strength as Vilgax leaps across the city to land a short distance from him. Heatblast decides to buy some time to use his flames to melt the street into a hot, fiery tar. Vilgax then trips on it. Max then arrives in the RV, and sees Vilgax, and immediately horrified. Max seems to recognize him. Heatblast gloats and Max interposes the RV between him and Vilgax. Gwen opens the door, and says that Max wants him in, though Heatblast refuses, stating that he's going to kick alien butt. But then, the Omnitrix times out and Heatblast reverts back into Ben. Max shouts at Ben to get him in the RV. Vilgax then gets up just after they drive off.

Max tells Ben that he does not want to pick a fight with Vilgax. Ben asks Max how he knows his name is Vilgax. Gwen then wants to know what Max hasn't been telling them. Max pauses, but interrupted by two drones that begin to fire at the RV. Gwen tells Max about the drones, and he speeds and swerves to avoid them. Gwen finds her way to the front, stating that they can’t keep this up forever. Max, however, states that it will only get worse unless they get to Mount Rushmore. Gwen then questions Max for his purpose going there, but he says that there's no time for questions. In the back, Ben activates the Omnitrix and says that he's not going down without a fight. He transforms into Stinkfly, and Max warns him for using the Omnitrix to fight. Stinkfly ignores him and heads off to fight.

When Stinkfly flies out of the RV, he heads for the two drones to stop them. He lands on top of one as they try to shoot him down. The other attempts to shoot him, but Stinkfly uses his slime to cover the blaster, causing it to self-destruct. Stinkfly then uses the end of his tail to drive it through the engine of the drone he's on. He comments with a quote, as he hovers over the wreckage. Vilgax tackles him, and Stinkfly manages to get back on the air, though Vilgax grips on his tail. He demands that Stinkfly gives him the Omnitrix, but Stinkfly answers him by spitting slime on him to knock him off. Vilgax breaks free, yet he attempts to tackle Stinkfly again. Stinkfly was able to dodge this time, and continues to wonder who Vilgax is. Vilgax then lands right in front of the RV, and it forces Max to immediately U-turn. Gwen suggests that they help Stinkfly, but Max continues to be suspicious, and says that they will get special help. Gwen figures that it's at Mount Rushmore, because Max has been stating over and over how important it is that they get there.

Vilgax captures Ben

Meanwhile, Vilgax chases Stinkfly across the rooftops of the city. Vilgax attempts to tackle Stinkfly again, this time into a building, causing a large explosion thereafter. Vilgax has had enough of chasing Stinkfly around and he reverts Stinkfly back into Ben manually by touching the Omnitrix symbol. Ben is immediately surprised on what Vilgax did. Vilgax was also surprised that a mere human child is using the Omnitrix as he holds Ben by his shirt with his hand. Vilgax then attempts to remove the Omnitrix from Ben’s wrist, but it emits a feedback which pushes them into the air. Vilgax realizes that the Omnitrix has already merged with Ben’s DNA. Ben takes the chance to run, but Vilgax grabs him and Ben asks if he going let him go. Vilgax tosses him inside the red mace. He then gets in and drives off, with Ben as his captive.

Max is driving along a side road in Mount Rushmore. Gwen questions whether tourists are allowed on the premises. Max states that they’re not tourists, they're tenants. He then stops in front of a “ROAD CLOSED” sign and he presses a button under the dashboard. The ground beneath them appears to be an elevator, which transported them to a massive underground facility. Gwen and Max travel the corridors of the facility and it's covered with hundreds of compartments. Max opens several of them, and they contain devices, which don't appear to be human technology. With Gwen's patience shrinking, she demands to know what's going on immediately. Max finds the compartment he was looking for. He removes a rather large and deadly-looking weapon from it. And with response to Gwen's question, he says that he wasn't exactly a normal plumber before he retired.

On Vilgax's ship, Vilgax is still surprised that the welder of the Omnitrix is nothing but a mere child, though he realizes that it fits very well with the Omnitrix even though it's being used as a play toy. Ben is affixed to Vilgax's extraction device. His right hand and legs are restrained to energy and his left arm is in a cylinder to extract the Omnitrix. Ben protests that the Omnitrix has been used to save the lives of many people. Vilgax doesn't care and describes his plan to Ben. He says that the Omnitrix is the key to a power struggle, so ancient, so vast, that it's beyond Ben's comprehension. He says that he's to succeed an army where each member wears the Omnitrix and it's visually represented as an army of Omnitrix aliens attacking an ice fortress. And, one of them reveals the ability to transform from one form in an instant, and without reverting. Vilgax claims that he shall be the ultimate conqueror of the universe. An array of tools then rises up from the floor around Ben.

At Mount Rushmore, the RV emerges from the elevator that led to the underground facility. Max explains the specific function of the weapon retrieved earlier. It's designed to destroy Vilgax, and only him alone. Max then directs Gwen to a button in a compartment on the dashboard. Gwen pushes it, and a holographic display shows up. Max explains that it's a GPS-assisted tracking system, specifically designed to pinpoint the Omnitrix's location. Gwen was then given the job to navigate.

Meanwhile, Vilgax tells his crew to take off, and he plans to destroy Earth once they get into orbit. Gwen and Max find the ship ready to take off. Gwen wants to know how they'll get aboard, but Max just smiles, and he presses another button on the console that flips out of the dashboard. The RV's bumper extends and it spreads out. The RV then accelerates at a significant rate, which then allows them to fly into Vilgax's ship after driving it off the cliff.

Max is revealed to be a lot more than an ordinary Plumber

Vilgax is holding a rather large energy blade. He was then interrupted by beeping, which came from the RV. It crashes through the wall, and runs through two of Vilgax's crew, and Vilgax himself. The computer then warns of a hull breach and a power surge. Vilgax was thrown into a metal door and then Max backs up and leaves the RV, carrying the giant weapon. He orders Vilgax to keep his claws off Ben. Ben is surprised to see Max, as is Vilgax, who addresses him by his last name. Max fires at Vilgax, and he's sent through the door. He drops the weapon and goes to check on Ben. Ben wonders if Max knows Vilgax, though he only replies that it's a long story. The extraction cylinder that was holding the Omnitrix begins to crackle with electricity, and a power surge occurs. Ben transforms into XLR8, then Diamondhead, then Wildmutt, before Max figures out what is causing it. Wildmutt transforms into Four Arms and breaks free from the extraction device and energy bindings through destroying them with his fists.

Four Arms is free of the extraction device, and drones arrive to deal with him. Four Arms tries to attack them, but he transforms into Ghostfreak and passes right through them. Ghostfreak then transforms into Grey Matter, and he disassembles one of the drones and hops to another, Grey Matter transforms into Upgrade. Upgrade merges with the drone, and he manipulates it to slash through the remaining drones. During the fight, the ship begins to lose altitude. Max helps finish off another drone, and says that they need to get the ship under control. Upgrade is immediately impressed that Max has the knowledge to fly a ship, which distracts his attention off another drone. Gwen has become completely surprised for everything she has seen so far.

Grandpa Max tries to control the ship and Vilgax, unexpectedly, walks out of the room he was blasted into and grabs Max. He tosses him towards the breach in the hull. Max stopped just short of the edge and Vilgax walks over to begin crushing him. He says that the weapon no longer hurts him, since he's much stronger now than before. Upgrade finishes his fight with the drone and he tackles Vilgax through the hull breach. Vilgax is left to fall to the ground, but Upgrade’s body was lightweight and stretchable, allowing him to float down safely to Mount Rushmore like a parachute. Gwen and Max are still in the ship, and turn to the RV. Gwen doesn’t seem too happy about having to be in it again.

Upgrade transforms into Ripjaws just as he reaches Theodore Roosevelt's face. Ripjaws is not pleased with the transformation and claims that he hates the Omnitrix sometimes. He was able to climb to safety anyway, but unfortunately, he becomes dehydrated. Vilgax jumps to the top of Mount Rushmore and prepares to crush Ripjaws. He luckily transforms to XLR8 and tries to attack Vilgax through sprinting into him, though ends up hurting himself. XLR8 points out that he'll feel that tomorrow, though Vilgax says that there is no tomorrow for XLR8. The cylinders in his arms grow and recede into his arms, increasing his muscle mass substantially. With a single attack directed at XLR8, Vilgax completely demolishes Theodore Roosevelt's face, though XLR8 dodges the attack. He throws a punch at on Vilgax, only to be grabbed by him and tosses him into a rock. Diamondhead then emerges from the dust and fires shards at Vilgax. Diamondhead proceeds closer to him, but though attacking Vilgax breaks his hands off. Vilgax then grabs him again and smashes him to the ground, which cracks his face. Vilgax attempts to attack Diamondhead, but he transforms into Ghostfreak, making him immune to the attack. He comments that he loves the Omnitrix sometimes. Ghostfreak then phases through the ground as Vilgax's ship passes overhead.

Ben and Vilgax battle atop Mount Rushmore

Vilgax's ship crashes while Max drives his way through the ship. He breaks through several walls and makes it to the ship’s stern. Ghostfreak watches the event taking place. Gwen and Grandpa Max make it out, though the RV is completely damaged. They hear a crash in the back, and they assume it to be Ben, Vilgax appears, leaving what make the noise unknown, and shortly thereafter, Ghostfreak arrives to find the RV empty. He passes through it, and he finds Vilgax holding Gwen and Max. Ghostfreak transforms into Wildmutt, and confronts Vilgax. Vilgax offers him a choice: it would either be Wildmutt's family killed, or Wildmutt surrenders and gives up the Omnitrix. Wildmutt chooses to surrender to Vilgax. Vilgax drops Gwen and Max, and he walks over to Wildmutt and reverts him back into Ben. He then takes Ben back to the crashed ship. Max warns Vilgax not to go back in the ship.

Vilgax is trapped and defeated as his ship self-destructs

Vilgax thinks that Max is foolish, ordering him to not board the ship, but the computer tells Vilgax why he shouldn't. It seems that Max has activated the self-destruct launch mechanism and he drops Ben to attempt to try and shut it off. He fails to do so, and with anger, he screams “TENNYSON!” and refers to Max as the thorn in his side. Vilgax is blasted again with the weapon by Ben. He figures that it runs in the family. The blast causes wreckage to fall on Vilgax and pins him down. Just before the ship explodes, Ben transforms into Heatblast as he runs off of the ship and escapes the blast through flying on a fire in the sky. Vilgax, unfortunately for him, is left behind and the ship is destroyed.

Gwen and Max find Ben in a smoking crater, sitting on a pillar in the middle of it. Gwen says that Ben’s work isn’t that bad for a doofus. Ben then tells Max that they need to talk. All three of them look up to the sky as pieces of Vilgax’s ship fall to the ground.

Noteworthy Events

Major Events



Aliens Used



Heatblast: (destroys four of Vilgax's drones) Hey, why don't you pick on someone with real firepower?
(the remaining drones surround him) Oh, man, I didn't mean all at once. Why do I get the feeling you were expecting me?

Quotes Right.png


(after Grandpa Max blasts Vilgax)
Ben: Grandpa, you know this guy?
Grandpa Max: It's a long story.
(the cylinder extracting power from the Omnitrix begins to spark; Ben starts transforming to aliens at random)
XLR8: Hey!
Diamondhead: What's going-
Wildmutt: (roars)
Grandpa Max: The power surge must have affected the watch.
(Wildmutt transforms into Four Arms; he breaks free of his restraints)
Gwen: Look out!
(robot drones attack them)

Quotes Right.png


(Four Arms tries to attack the robot drones, but transforms into Ghostfreak)
Ghostfreak: Oh, man. (transforms into Grey Matter as a drone passes through him; Grey Matter starts taking apart the drone)
Grey Matter: A little alien know-how and the toaster is toast. (jumps onto another drone and transforms into Upgrade)
Upgrade: (merges with the drone) Try picking on someone your own size. (destroys most of the remaining drones)

Quotes Right.png


Ripjaws: (gasping) Can't... breathe. Need... water. (collapses)
Vilgax: (to Ripjaws) You are a slippery little fish, child, but no longer. (tries to grab Ripjaws; Ripjaws transforms into XLR8 and escapes)
XLR8: I can still give you a run for your money. (runs)
Vilgax: You can't hide from me forever, boy!
XLR8: Wasn't planning on it. Peek-a-boo! (attacks Vilgax; it does nothing) Oh, I'm going to feel that tomorrow.
Vilgax: For you, there is no tomorrow!

Quotes Right.png


Ghostfreak: (searching the empty RV) Grandpa? Gwen? (passes through the back and stops) No!
(Vilgax is holding Gwen and Grandpa Max; Ghostfreak transforms into Wildmutt, then roars)
Vilgax: It's your choice: you or them.
(Wildmutt surrenders; Vilgax drops Gwen and Grandpa Max, deactivates the Omnitrix, then grabs Ben)
Vilgax: How noble.

Quotes Right.png

Naming and Translations

Language Name Origin
Croatian Tajne Secrets
Dutch Geheimen Secrets
French Les secrets The Secrets
German Geheimnisse Secrets
Hungarian Titkok Secrets
Portuguese (Br) Segredos Secrets
Spanish (HA) Secretos Secrets
Spanish (Spain) Secretos Secrets


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Wildmutt
Steve Blum Heatblast
Jim Ward XLR8
News Reporter
Richard McGonagle Four Arms
Fred Tatasciore Ripjaws
Alarm Voice
Richard Horvitz Grey Matter


  • Ben mentions that he's been seeing Vilgax in his visions ever since his first one from The Alliance.


  • In the picture of Four Arms and Stinkfly on the Chimerian Hammer, they are not wearing their gloves.
  • Four Arms isn't listed in the ending credits.
  • The cat logo on Gwen's shirt is a different shade of blue in one shot.
    • In another shot, the same logo has no eyes.
  • When Heatblast exits the Rust Bucket, the door seems to open twice.
  • In one scene, Gwen's left arm is in front of Max's hand.
  • When Vilgax punches Ghostfreak and when Ghostfreak goes through Mt. Rushmore, he does not go intangible.
  • When Ghostfreak does go intangible his colors do not change.


  • This is the first episode in the Classic Timeline to feature every one of Ben's currently available transformations.
  • Vilgax's DNA was removed from the Omnitrix after the power surge on the Chimerian Hammer caused it to malfunction.[DR 1]
  • Vilgax tried to teleport out of his ship before it exploded. The damage caused a malfunction that beamed him into space.[pop-up 1][1]
  • According to audio commentary by the crew from the Season 1 DVD:
    • The scene with Upgrade messing with Gwen's laptop was planned for a long time.
    • The scene in which Vilgax captures Ben was meant to be more extreme.
    • Vilgax's vision had more stills by Dave Johnson, but they were cut for time.


Duncan Rouleau


Ben 10 Episodes