34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Side Effects is the twelfth episode of Ben 10.


At an old, abandoned apartment building, a man named Bob is knocking the building down with a wrecking ball, expressing his feelings for his work. While Bob works, a bluish-skinned looking man in ragged clothes named Clancy steps out of one of the holes made by the ball. Insects swarm all over his body, and it seems that he doesn't mind. He talks and says that the bugs are a part of him. Joe, Bob's boss, notices what Clancy said and ordered Bob to stop his work. Clancy tells the workers to leave immediately. Bob replies with a chuckle to his statement, and tells Clancy that the building must be torn down by the order of Councilwoman Liang. Joe agrees with Bob, and tells Clancy that the place must come down, whether he rejects it or not. Clancy is infuriated and releases a swarm of wasps from his sleeves. The bugs chase down Bob and they lift him up to Clancy. Bob tells him to put him down, but Clancy replies with a threat if they continue what they are doing.

In another part of the city, a criminal is speeding through the streets riding a hot rod, confident that he won't be caught. In the RVGwen spots someone and goes to tell Grandpa Max. He wants to know if she's sure. She replies with a yes, and Ben as Upgrade passes by, merged with a motorcycle. The criminal cuts through the traffic, and Upgrade decides to take a different route by driving on the sidewalk. He tells the people to give way. During his chase, a car-transporting semi cuts Upgrade off, though he gets by, simply by using the back of the truck as a ramp. The criminal notices Upgrade closing in, and he speeds up. Another RV moves into the street intersection once the street light changes, and Upgrade tips on his side to avoid a crash. He eventually catches up again with the criminal and uses his blaster to blow up the criminal's trunk, and all the money he stole goes into the air. Upgrade comments that some people just can't hold onto their money. Upgrade then creates spikes on his wheel and rams hard into the tire of the criminal's car, causing him to crash. Upgrade drives next to the criminal and notices that no one is driving it, and he can't believe it. Upgrade then spews exhaust into the criminal's face and the police show up, at the point where Upgrade leaves. He goes around the corner, and spots a nearby ice cream truck. Since he just stopped a bad guy, he feels that it's okay to take a treat. Upgrade separates from the motorcycle and climbs into the back of the truck.

The criminal is trying to explain to what he just saw to the police, and they don't believe his story about a motorcycle without a driver. Meanwhile, Max and Gwen are looking for Ben. Gwen eventually finds the motorcycle near the ice cream truck and assumes that Ben is somewhere around there. They find Ben inside the truck, shivering and looking pale. He also has a runny nose. Max asks Ben if he's okay and replies with a sneeze. Max takes it as a no.

In the RV, Max takes Ben's temperature. The thermometer reads 101 degrees and Max confirms that he has a summer cold. Gwen makes fun of his condition, stating that he should think before he acts. Ben sneezes and decides to use Gwen's new blouse as a tissue. She complains and Ben in return tells her what she just told him. Gwen then pulls out various medical supplies, including a hospital mask. Ben, however says that he doesn't need any of it. Gwen states that Ben is now a bug who tends to spread to everyone. He then replies if he can just remain inside a closet until he feels better. Gwen agrees with him. But Max says that he just needs some medicine. Max decides to give Ben a dose of his famous San Ju Yen Pien cold medication and they head out to Chinatown to acquire the needed ingredients.

In Chinatown, a celebration is occurring. A dragon dance is taking place, as well as a parade of people in costumes. Ben, Gwen, and Max leave a store just after the parade passes. Max, however, is unhappy for not being able to find fresh potaigadon root, since it's freeze-dried these days. Ben instead insists for a milkshake for his sore throat. Max says that the stinkweed honey in the San Ju Yen Pien will do the trick. He takes a whiff of the medicine and says the odor is repulsive. Gwen then asks Max where he learned the recipe for the medication. He answers her question by saying that he learned the recipe from Guangdong, China. Gwen gives him a blank stare and Max says that there is plumbing in China, too.

On a nearby platform, Councilwoman Liang is thanking everyone in a crowd of people for their support of her redevelopment program. She says that it's a dream come true. Her speech is interrupted by a swarm of wasps, and they scare off the crowd. Clancy then flies up, riding on a cloud of wasps, saying that he'll make her dreams a nightmare. The wasps continue to chase everyone as they talk. Clancy then says he won't allow anyone to tear down his and his companions' home. Liang calls him the nut job that wouldn't leave; however, he's glad to make an impression. He orders his wasps to pick her up and he says that she's bringing her home for dinner – she'll be the main course.

In another part of the city, Ben decides to deal with the bugs. He prepares his Omnitrix, and transforms into Wildmutt. Unfortunately, Ben's cold has spread to Wildmutt. Wildmutt's sensors become clogged with mucus. He's unable to track his surroundings, and runs about aimlessly, without regard to bumping on things. Gwen wonders about Wildmutt's strange behavior. Max, on the other hand, knows what's going on, and explains it to Gwen. So she decides to be the guide for him, however it doesn't work well. Her directions only lead her to be thrown into a fireworks stand and end up being trapped by stacks of boxes. It also knocks down one of the Chinese lamps on a nearby stand, starting a fire near the fireworks. Though Gwen struggles to move or try unsuccessfully to push the box that is trapping her off, Max is able to step in and save her by tipping a cart full of chicken dumplings onto the flame. Gwen thanks him for the save, but hopes that he doesn't mind smelling like chicken dumplings. As Wildmutt continues to run without caution, he has a trash can on his head and crashes into something off-screen.

In the RV, Ben is unhappy about what happened as Wildmutt. He thinks that it's just making things even worse. Max then hands him some more medication. Ben smells it, again repulsed by it. It smells worse than it tastes, but it just may be the other way around. But Max needs to worry more that the cold also affects his alien forms. Ben then drinks the medicine and isn't happy about the taste. Max states that he should get used to it after several doses. Gwen then comes up with some important info about Clancy, and found that the apartment is his only residence, which is scheduled to be demolished. Ben uses the distraction to hide the medicine Max gave him so he won't have to take it anymore. Gwen then says that he lives at 8610 Chester Street.

Inside Clancy's apartment, Liang is covered in spiders. She pleads with Clancy to have mercy on her. Clancy says that the spiders are black widows, and tells her not to make any sudden movements. He then tells her the reason why she shouldn't destroy the building. He says that his grandfather built the building, and that he and his insects grew up there. He says that they're the only ones who understand, and no one should evict them.

Ben, Gwen, and Max then arrive at the building in the RV. Gwen says that the place is nice to visit, yet the building isn't nice to live in. Max tells her and Ben to stay together. They head inside, and the place is falling apart, with swarms of insects crawling through the rafters. Max then finds an article on the wall. It reads "BUGS SURVIVE NUCLEAR BLAST" and has appropriate pictures. Gwen finds an insect nest and says that they're near. Max then notices that Ben is gone and wonders where he has gone again. They start looking, but a large shadow covers them. A large figure with four eyes and horns approaches them. They then find out that it's Four Arms, to scare Gwen. But his skin is noticeably more pale orange, which says that Four Arms is suffering from the cold. Four Arms laughs at the joke and they hear screaming from the floor above. Four Arms picks up Gwen and Max and prepares to jump through the ceiling. When they do, they notice that he has mutant hives on his underarms, larger and pungent, which Gwen states. He then jumps to the next floor.

They find Liang still covered in black widows. She tells them to stop, since the spiders are likely to bite if any sudden movements are made. Four Arms inadvertently takes care of the black widows when he sneezes, which covers Liang in mucus, disposing of the arachnids. Despite the nature of the rescue, she thanks Four Arms. Clancy shows up and tells them that they're trespassing. He then orders an army of red ants to deal with them. They form a fist and punch Four Arms. Clancy then states that he'll rule mankind. The ants regroup and attack Max. He is then able to dodge them. At the same time, the termites devour the floor beneath Gwen, and leave her hanging on from a ledge. Luckily, Liang is able to save her. Meanwhile, Four Arms gets back up on his feet, and attempts to attack Clancy. He rallies his ants again and they swarm on Four Arms' legs. He scratches wildly at them, and ends up knocking over many of the building's support beams. Clancy yells at him for this, but he doesn't listen. Clancy then summons a swarm of wasps to protect him from the collapsing building. As Four Arms continues to itch, Gwen immediately comments on the collapsing building. Liang says that they should escape immediately, but time has run out, and it collapses on top of them.

The building collapses completely and Four Arms lifts up a rather large slab of concrete, shielding the others from the collapse and reverts to Ben. Clancy emerges from the rubble, covered with insects. All the creepy crawlies have died while protecting him, which infuriates him. He then plans to exterminate the whole city, as he is now without a home. He calls out a humongous swarm of wasps to pick him up, and Liang comments on the day she's had. Gwen answers that they have been on the same situations. Liang then wonders where Four Arms went, and wants to thank him, to which Ben says that he'll let Four Arms know. Max asks if she can find her way back home, and answers yes. She leaves, and leaves Ben up to thinking where Clancy went. Max looks around, and spots the nuclear power plant. He immediately concludes where Clancy went, since a nuclear blast would be the only way to destroy the entire city.

On the way to the nuclear plant, Ben is shivering in the RV. He asks Grandpa Max to turn the heat on, though it's already on. Max tells Gwen to give Ben some of the San Ju Yen Pien for Ben to drink. Ben would rather not drink it, so he lies about it being all gone. Gwen then found some information on insects, and she repeats the info aloud, yet Ben just wants to know just how to kill them. She says that short of an ice age, or a tanker full of pesticide, yet barbecuing them would be the best solution. Ben says that he knows just the chef to do it.

They arrive at the nuclear plant and searched around for Clancy. The lights go off for a moment, and it comes back on, followed by an alarm. Ben wonders if it's bad, yet it clearly is. A voice confirms that the reactor's core is rising rapidly and nearing critical status. They run to the control room, only to find the controls destroyed. Max says that the only way is to shut it down manually. He says that there should be an emergency override system inside the reactor core. Gwen ponders if Max learned this from a monk in China too. A cockroach then crawls near Gwen and she jumps away. Clancy then reveals himself in the room, making a joke about them wanting a front row seat. Ben points out that Clancy will be killed in the blast as well, but Clancy claims that it won't, and a colony of cockroaches pour out of his clothes, forming a makeshift suit around him. Gwen realizes that the armored insects will be able to protect Clancy and render him able to survive a nuclear blast even at point-blank range.

Ben transforms into Heatblast to stop Clancy, but his cold affects him too, Heatblast's fire is blue. Gwen points his condition out, but he says that there isn't time and has her head to the reactor. They run, while Heatblast tries to attack Clancy. The suit of cockroaches enhances his strength, and bats Heatblast away easily. Clancy then sends angry hornets to deal with Gwen and Grandpa Max. Heatblast tries to fry Clancy, but nothing happens and he sneezes. Heatblast realizes that his flames are frozen, and Clancy attacks him again.

In a hallway, Gwen and Max are fleeing from a swarm of hornets. The voice announces that a core meltdown will occur in five minutes. They approach the end of the hall and find a hose. They use it to spray them down. Back at the control room, Heatblast continues to be beat up by Clancy. He tries to get Clancy to talk, and accidentally triggers his abnormal power to control ice instead of fire. Back at Gwen and Max, they make it at the main reactor room, yet to be followed by more insects. At this point, the automated voice announces that they only have one minute, intensifying the situation. As Heatblast continues to fight Clancy, Gwen and Max try to shut the reactor down, Heatblast freezes his arm of cockroaches, yet it regenerates and tackles Heatblast through the window. Heatblast makes an icicle to slide down to the floor, which surprises Gwen. Max warns him this time, giving Heatblast enough time to make an ice energy ball to toss at Clancy, completely freezing him. He then turns to the reactor and freezes it, just in time to bring the temperature down. Gwen and Max congratulate him, and Heatblast suggests that they should get some hot chocolate.

In the end, Ben has recovered from his cold. With Clancy defeated and the nuclear plant neutralized, everything seems to have worked out. Gwen gets some milk when a roach crawls out from under the refrigerator. She prepares to crush it, yet many more insects begin to crawl over every surface of the RV, bringing it to a stop. Clancy is back with his suit of cockroaches and he lets himself in to get revenge. Max tries to attack Clancy, but dodges him and tosses him into the front of the RV. He walks over to deal with Max, while his cockroaches deal with Ben and Gwen. Ben tries to activate the Omnitrix, yet it doesn't work. Gwen tells Ben that she thought he froze him earlier. He points out that Clancy must have thawed out. Gwen tries to spray the bugs away with the fire extinguisher and Ben asks how they'll be able to stop them. Gwen makes a point that there's a way by attracting them with a candy bar, which gives Ben an idea. He retrieves the San Ju Yen Pien he had hidden and opens it. All the bugs, including Clancy's suit, move towards it. Ben tosses the medicine outside to get rid of them, and all the bugs follow it – right into the water. Clancy is powerless without them, and Max easily knocks Clancy out of the Rust Bucket with a punch. Gwen says she's happy that he's out cold and he was starting to bug her, and sneezes twice with a runny nose, having caught Ben's cold. Ben is happy about this and saying that everything really did work out for the best.

Noteworthy Events

Major Events

  • The gang first meet Clancy.
  • It was revealed that when Ben gets sick, his aliens get sick as well, affecting them in different ways.

Character Debuts



Aliens Used



Upgrade: (yelling at the thug) Hey!
Thug: Huh? (sees Upgrade driving up)
Upgrade: (uses a positronic blast to blow up the trunk of the thug's car; money flies out) Some people just can't hang onto their money. (forms a spike on one wheel and pops one of the tires on the thug's car; the car crashes)
Thug: (noticing the Upgrade bike has no driver) No way!
(Upgrade burns rubber in front of the thug, covering him with smoke)

Quotes Right


Upgrade: (spots an ice cream truck) Well, I did just nab the bad guy. (unmerges from motorcycle and opens truck) Now we're talking!

Quotes Right


Clancy: Black widows. You shouldn't make any... sudden moves. Our grandfather built this building. We grew up here, me and my little friends. They're the only ones who understand. And no one is evicting us!

Quotes Right


(Four Arms breaks through the doorway and picks up Gwen and Grandpa Max; Gwen notices Four Arms' smelly hives)
Grandpa Max: It's your hives. The cold must have turned them into pus-filled pockets of-
Gwen: -pure putridness.
Four Arms: I can't help it, I'm sick.
Gwen: You're telling me.

Quotes Right


Four Arms: You want to be king? Get ready to be crowned!
(Clancy summons fire ants, which start swarming up Four Arms' legs)
Four Arms: Aaagh! Ants! In my pants!

Quotes Right


Heatblast: That's it! Time to turn up the Heatblast around here! (sneezes) Hey! What happened? You should be a bunch of briquettes by now! (realizes) My cold! it froze my flames!

Quotes Right


Grandpa Max: (about the reactor meltdown) I can't override. All the manual controls have overheated.
(Clancy starts running towards Ben)
Grandpa Max: Ben, look out!
(Heatblast freezes Clancy)
Automated Voice: Core meltdown in ten. (starts counting down)
Heatblast: Stand clear, I've got an idea. (freezes reactor)
Automated Voice: (countdown stops at two) Core temperature falling. Returning to below critical limits.
Gwen: All right!
Grandpa Max: Way to go, Ben!
Heatblast: Thanks, heh heh. Now, can we please get some hot chocolate or something? (sneezes)

Quotes Right

Naming and Translations

Language Name Origin
Dutch Bijwerkingen Side Effects
French Effets secondaires Side Effects
German Die Supermedizin The Supermedicine
Hungarian Mellékhatások Side Effects
Portuguese (Br) Efeitos Colaterais Collateral Effects
Spanish (HA) Efectos Secundarios Side Effects
Spanish (Spain) Efectos Secundarios Side Effects


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Wildmutt
Steve Blum Heatblast
Richard McGonagle Four Arms
Rosalind Chao Councilwoman Liang
Nicholas Guest Clancy
Nancy Linari Computer Voice


  • Upgrade's motorbike bears a great resemblance to a 1983 Honda XL500 trail bike from Street Hawk, a show about a cyborg motorcyclist who stops criminals.


Side (92)
  • During Upgrade's chase scene, one of the bystanders that were moving out of Upgrade's way was wearing clothes very similar to Ben's usual attire in Alien Force and Ultimate Alien
Ben 10 Episodes
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