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Tales from the Omnitrix is the one hundred and forty-eighth episode of Ben 10.
Synopsis[]
Team Tennyson trade campfire stories in an anthology-style series that pits Ben against his archrival, Kevin 11, and teaches our hero the power of imagination.[ATV 1]
Plot[]
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The episode opens up with Ben bored, questioning why they're camping. Max states that there's nothing better than camping, and that he accidentally locked himself out of the Rustbucket (much to Ben's dismay). Gwen asks what happened, and Max explains that he was coming back with a spin with Glitch, and got distracted by a funny joke he was told. He was laughing so much he left the keys in the ignition, and now they have to wait until Glitch gets back from his rideshare. Ben tells himself he can survive camping, and tries to watch Xingo on a marshmallow bag, but fails. Gwen proclaims she has a better way to use their imagination, and suggests telling campfire stories.

Four Arms matching the style
She begins telling them about a story of a mystery from outer space, and a girl (closely resembling Gwen) who proved the existence of aliens. Ben as Four Arms then interrupts her story, having proved the existence of aliens. However, Gwen scolds him and forces him to fit the art style, causing Four Arms to shed his body for a more stylized look. Four Arms is surprised that Gwen could make things happen by simply saying they happened, and she explains that is what telling a story is. Four Arms uses this logic to summon a plate of nachos, annoying Gwen. To appease her, he makes them "spooky nachos", which amounts to a plate of nachos with a snake-infested skull on top. Gwen asks what they taste like, and Four Arms replies that they taste like a skeleton's butt, so she's allows it.
Gwen continues her story, explaining to Four Arms that they have received a strange audio transmission from their current location a few hours ago. She shows Four Arms a video of the supposed silhouetted alien, and begins describing it, but Four Arms once again interrupts her story, declaring the alien has a fat head. Gwen says that's dumb, but Four Arms reaffirms it's already in the story. Annoyed, Gwen points to an alien spacecraft. She warns Four Arms to be careful, as something dangerous could be inside, but he is instead excited to find something to punch. They open the spacecraft, only to find nothing. However, Gwen sees footprints, confusing Four Arms, who thought the story was about aliens. Gwen argues it does, and finds a puddle of purple plasma on the ground. She suspects the plasma may jump into her brain begin piloting her like a meat puppet, exciting Four Arms. Gwen points out she's just trying to build tension, but Four Arms cuts to the chase and says it does jump into her brain. They go back and forth, with the plasma rising and descending. Finally, Gwen obtains a sample and Four Arms backs off, with her declaring it to be amniotic fluid. She concludes it to be from eggs, which she sees in the distance.
They approach the pit full of eggs, with Gwen proclaiming it to be proof of alien visitors. They see one hatching, and Gwen says it has big eyes and long fingers. Four Arms points out how that accurately describes Kevin's alien Dark Matter. A fat-headed Dark Matter rises from the pit of eggs, and Four Arms laughs at him. Much to Dark Matter's chagrin, Four Arms begins slapping his enlarged cheeks, and Gwen tells him to quit it. She stops Four Arms from hitting him by declaring Dark Matter to be made of pure energy. They once again go back and forth, with Dark Matter switching between being pure energy or having a fat head. Eventually, he explodes, sending Gwen and Four Arms back, now taking on the form of a fat head made of pure energy. He spews his bad breath, trapping the two in a vortex. Gwen tells Four Arms he messed up her story, but Four Arms retorts that he made it better.

Max's story
Max then pulls the two out of Gwen's story, and says he'll tell his own. He pulls out his banjo and starts singing a song. The song details the travels of a stylized version of himself flying through a galaxy made of snacks in a Rustbucket similarly made of sweets. Gwen (taking on the appearance of a robot) asks what her role in the story is, and Max makes her his friend who can bake brownies perfectly. They fly on a brownie acting as a magic carpet, before Ben appears before them. He asks of he comes, and Max says he does. However, Ben insists he's Jetray, which Max happily complies with.
The trio continues their travels, with Max and Gwen singing, but Jetray laments the lack of a villain for him to fight. Max asks if he would settle for a glass of milk, only to find the glass of milk to be empty. Gwen is saddened by this revelation, and asks Max what to do. He responds by declaring their next stop to be the Milky Way. Max and Gwen consult a map, only to find it is outdated, as the planets in the galaxy all have bites taken out of them. The music stops as they find a massive Bootleg slurping up all the milk in the Milky Way. Max questions Bootleg, who responds that he is trying to find the greatest combinations of flavors in the universe. Max begs him to stop it, but Bootleg just taunts him. Jetray takes up his offer to fight, flying out into space. Gwen warns him that he can't breathe in space, but Jetray proves her wrong, much to her surprise. Jetray flies across the massive Bootleg and fires neuroshock blasts at him, but Bootleg manages to squish him between his hands, and swallows him into his body.
Bootleg turns to Max, and rhetorically asks him what his ship is made out of. Max claims it's made out of inedible garbage, to which Bootleg states he isn't picky. He then suddenly bloats and explodes, as Jetray frees himself from the inside using his blasts. Bootleg's remains try to fly into Jetray, but miss and land on the Rustbucket. Jetray laughs at his failure to hit him, but Bootleg reveals he didn't intent to and instead covers the Rustbucket. Max and Gwen detirmine that if they do not give Bootleg something better, he will eat the ship, and Gwen decides to use her galaxy brownies. She shoves one into the CD player, and Bootleg states how good the brownie tastes. He leaves the Rustbucket, satisfied. While Gwen and Max celebrate their victory, Jetray protests, saying they haven't won because he isn't in space jail. Max responds by saying he's a prisoner of fine taste, to which Jetray sarcastically remarks that he's sure the people from the planets Bootleg ate are cool with that. Max says he'd like to see Ben come up with something better, a challenge he accepts.

Ben's aliens team up
Ben begins telling a story, with a shoddily-constructed papercraft city as the setting. He explains it was a normal day, until Kevin (as Crystalfist, who appears as a drawing on a popsicle stick) showed up and wrecked things. Ben does a mocking impression of Kevin as Crystalfist, where he says he does a really good job of wrecking everything, because it's his job. Ben as Omni-Kix Rath then appears, causing Crystalfist to panic. The two fight, and Ben states Kevin is winning, for some reason. Four Arms then arbitrarily joins in the fight, and he and Omni-Kix Rath team up to fight Crystalfist. Jetray joins in from above, firing laser beams at Crystalfist. They continue to fight against Crystalfist until Gwen interrupts, who says his story is boring and doesn't make sense. Annoyed, Ben starts a new story.
Ben's new story has an anime-like art style, where Ben narrates himself having hunted down a city-wrecking monster. He has tracked him down, but needs masterful advice from an advice master. He meets a Max look-alike named Master Max sitting on a rock, chowing down on snacks. He asks him why he's there, and Master Max says he's just chilling. However, he tells Ben his watch and muscles won't be enough to defeat the monster, and he must sacrifice something in return. Ben says he sacrificed time to become swole, which Master Max accepts. Ben looks at the tracker on his Omnitrix, and says the monster must be close. Gwen then appears before him, inserting herself into the story. Ben asks what she wants to be, and Gwen decides to become an anthropomorphic cat.
Ben notices he's getting major readings nearby, and they look upwards to a cliff, spotting Kevin. Ben says his training will pay off, causing Kevin to panic. Ben then transforms into Shock Rock, who creates an electrical barrier. Kevin yells that the transformation is having an effect on him, and he takes on a monstrous form, now an amalgamation of different Antitrix aliens. Gwen begins to question if Kevin lost control of his powers, but Kevin speeds off and unexpectedly socks Shock Rock. Shock Rock determines he must use his final form, and transforms into Four Arms. His transformation results in Kevin's Quad Smack arms being replaced by Hot Shot and Rush's legs, with Quad Smack's DNA now making up his body in place of Rush. Ben says Kevin's aliens look silly, and Gwen concludes that Ben's Omnitrix is affecting Kevin's powers.

Omni-Kix Rath and Kevin
Four Arms and Kevin continue their fight, with Kevin using fire to blast Four Arms into a mound of stone. Four Arms decides to use his final, final form, and transforms into Rath, who then goes Omni-Kix. He digs his claws into the ground and spins around, creating a vortex of sand. Kevin retaliates by spewing a large stream of fire, dispelling the sand. Omni-Kix Rath leaps into the air and reflects a loose fireball back at Kevin, and follows it up with an onslaught of slashes. Kevin breathes fire at him aagin, which he blocks. They jump onto the mountainsides, and bound off of them, trading blows mid-air. They land on the ground and both time out. Kevin explains their watches are somehow linked, causing Kevin to lose control over his. As long as Ben has his watch, Kevin will remain like this. Ben recalls his memories with the Omnitrix, before Gwen again interrupts him, asking what they should do. To Gwen and Kevin's surprise, Ben removes the Omnitrix, which causes it and Kevin's Antitrix to glow and explode.
In the real world, Gwen asks Ben (heartbroken at the thought of losing the Omnitrix) if he really solved the problem without punching. Ben questions why he is such a good person. Now invested, Max then asks him what happens next.
Ben continues his story, where the blast sends Kevin into a chasm. However, Ben grabs his wrist, saving him. Kevin blows a raspberry, and Ben states he still wants to punch him. Despite a target appearing over Kevin's face, Ben resists the urge, and pulls him up. Gwen congratulates Ben and he says that despite their differences, Kevin could probably join their team. Ben then mockingly states how Kevin thinks he is cooler, and he's just a big nerd, confusing Gwen. Kevin then joins in on the story, and makes it so Kevin's watch comes back because he would have just made a new one. He then proceeds to rub it in Ben's face. Ben, annoyed, retorts by saying that isn't how it is supposed to go.
It cuts back to reality, where Kevin has appeared and is literally rubbing his Antitrix in Ben's face. Gwen questions how Kevin got there, and Kevin pushes Ben's chair over before grabbing the bag of marshmallows and fleeing the scene. Ben starts to chase after him.
Noteworthy Events[]
Major Events[]
Antitrix Alien Debut[]
Characters[]
Main Characters[]
Antagonists[]
- Kevin Levin (Max's, Gwen's and Ben's stories)
Other Characters[]
- Kevin Levin (actual)
Aliens Used[]
By Ben[]
- Four Arms (x3; Gwen and Ben's stories)
- Jetray (x2; Max and Ben's stories)
- Shock Rock (Ben's story)
- Rath (x2; the 1st time is off-screen; Ben's story; second time is cameo; goes Omni-Kix Armors)
- Omni-Kix Rath (x2; the 1st time is off-screen activation; Ben's story)
By Kevin[]
- Dark Matter (Gwen's story)
- Bootleg (Max's story)
- Crystalfist (Ben's story)
- Monster Kevin 2 (first appearance; Ben's story; fusion of Rush, Quad Smack & Hot Shot)
Songs[]
Quotes[]
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Naming and Translations[]
Language | Name | Origin |
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Portuguese (Br) | Contos do Omnitrix | Tales of the Omnitrix |
Spanish (HA) | Historias del Omnitrix | Omnitrix Stories |
Cast[]
Allusions[]
- The title is a reference to Tales from the Crypt, a 1989 horror anthology series whose stories originated from EC Comics, a company known for making comics in the horror genre.
- Gwen's story is visually based off Tim Burton's works, being a very gothic and mysterious locale not unlike Beetlejuice and The Nightmare Before Christmas.
- Max's story is visually based off Schoolhouse Rock, using a more hand-drawn, bouncy style of animation, alongside the addition of a softer music track within the background.
- Ben's story is visually based off shounen manga and anime (manga and anime specifically marketed towards a male demographic between the ages of 12-18), specifically Dragon Ball Z.
- Max's mustache and glasses is modeled after Master Roshi.
- Gwen, at least in this story, takes an appearance reminiscent of a combination of Hello Kitty, Puar from Dragon Ball, Happy from Fairy Tail, and Doraemon from the franchise of the same name.
- Kevin is shown holding his left arm around the very beginning of Ben’s story, which is a well known action that Dragon Ball character, Vegeta, does when he’s hurt.
- After being blasted into a mound of stone, Four Arms is in a similar pose to that which the Dragon Ball character Yamcha was in when he died.
- Max is shown eating "Sensible Beans", in reference to Senzu Beans.
- The Omnitrix acts like the Dragon Radar.
- Ben says he's going to use his Final Form.
Trivia[]
- This is the only episode of the reboot where Ben does not transform into any alien at all, as all the aliens used in the stories are not actually transformed.