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Ben 10 Wiki
34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

The Alliance is the ninth episode of the first season of Ben 10, and the ninth episode overall.


As Four Arms, Ben works to thwart an armored truck robbery by a tough female gang leader named Joey, who delivers a disturbing message from Vilgax.[note 1]


Inside Vilgax's ship, Vilgax's robotic lieutenant launches two flying Mechadroids with improved tracking systems to locate the Omnitrix. Vilgax doesn't have much faith the drones will be able to retrieve the Omnitrix from the undoubtedly powerful, brilliant opponent who wields it. Meanwhile, at a gas station on Earth, Ben accidentally knocks over a pyramid of cookie boxes. He rejoins Gwen and Max when the gas station gets attacked. A group of biker-themed punks with laser rifles rob a heavy truck full of money. When the leader pins down Max, Ben turns into Four Arms and fights them. He takes off their masks and realizes they're an all-female gang, and is now apprehensive about fighting them. The leader, Rojo, takes the opportunity to shoot him in the back and Gwen directly orders him to bring the rain. Before she can finish him off, though, Vilgax's two drones join the fray. Rojo's other gang members run away, and she turns her attention to Max, shooting at him and causing a piece of the station roof to fall on Max, hitting him hard. Four Arms, now angry, quickly flattens the drones and tosses them into Rojo, knocking her out. Four Arms picks up Gwen and Max and jumps his way to the nearest hospital.

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Rojo's original appearance

Rojo wakes up and picks up a destroyed drone. In its final moments to guarantee the continuation of its mission, it awakens a failsafe protocol and injects its mechanics into Rojo's neck and merges them with her genetic structure, mutating her into a crimson cyborg with metal spikes, serrated blades for fingers, and lenses on her eyes. The drone also mutates her pulse cannon along with her and mounts two deadly laser lenses to her shoulders. The police arrive; she easily destroys them and grabs the stolen money, embarking on a deadly crime spree.

At the hospital, the doctor explains to the kids that Max, in his condition, will need to rest for a while, but should otherwise make a full recovery. Back in space, one of Vilgax's Bioids informs him of the drone's merging as he tracks a "mixed signal" currently on the move and he decides to use this to his advantage. As Rojo tries to rob a jewelry store, Vilgax enters a telepathic communication with her, demanding and coercing that she continue the drones' work of retrieving the Omnitrix. Ben worries at Max's bedside with Gwen making fun of him for getting the hammer dropped on him as Four Arms by a bunch of girls. Ben tries to defend himself with a cliche superhero code that forbids him from hitting girls (but doesn't hesitate to do so with Gwen since he's not in hero mode), then leaves the room. Desperate to help with Max's recovery, Ben pingpongs ideas of how he could use his aliens do so. Firstly, he suggests transforming into Upgrade so he can merge and interface with Max's life support equipment to accelerate the healing process, but Gwen simply tells him that won't work. Instead, he thinks about taking a more direct approach by melding with him as Ghostfreak and opens the Omnitrix. However, activating it only unwittingly turns it into a homing beacon for Rojo to track when she learns to pinpoint its location and flies into the hospital. She chases the kids through the hallways, shooting at them with her lasers. When they treck down the stairs, they realize this cybernetic assassin is the gangster from the armored car robbery, reasoning that she somehow merged with Vilgax's drones. Ben steers the chase outside, hiding in the parking lot. To draw him out, Rojo shoots at a cliffside, causing a rockslide that would crush the hospital. Ben tries to stop it by transforming into Four Arms again, though accidentally turning into Heatblast. When blasting fire at the rocks directly fails to melt them, he blasts fire at a row of parked ambulances to smelt them together into a makeshift wall, redirecting the rocks away from the hospital.

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Rojo after fusing with Vilgax's Mechadroid

Unfortunately, the rocks are now headed toward construction workers on a bridge at the bottom of the canyon. Rojo tries to capture Heatblast, but he manages to blow up the bridge (causing the rocks to safely fall in water before reaching the workers) and blast Rojo away in the city. Back at the hospital, the Tennysons take the precaution of moving Max to a new room. As he can't turn on the Omnitrix without alerting Rojo of his location, Ben starts getting anxious of the danger he's putting his family in. Rojo recovers and is contacted by Vilgax again. He threatens to end her life if she fails at retrieving the Omnitrix again, then suggests she draw out Ben this time. As the day goes by and Gwen and Max fall asleep, Ben decides to leave the hospital. He writes them a note, saying it's better that he leave his loved ones than keep them in harm's way. As Ben sits in his decision by himself, he hears a report of a police academy being attacked and gets ready to fight. Meanwhile, Gwen wakes up, reads the note, and catches the same report on the news. She runs off to help, while making sure Max stays in bed. She stows away in the back of an ambulance headed for the academy.

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Ben leaving a note at Max's bed

Rojo continues her attack on the police academy, until XLR8 shows up. They start trading blows and blasts, until a tank is called in by the authorities to interrupt them. XLR8 is able to run out of their line of fire, leaving Rojo to be shot at. However, it doesn't damage her, and she destroys the tank and gains the upper hand over XLR8, just as the ambulances arrive. XLR8 sees Gwen and rushes out of Rojo's grip, carrying Gwen to an alley a few blocks away. As he starts to object to her being here, he times out, and the kids are forced to run away as Rojo flies after them. While hiding from her, Gwen berates Ben about trying to leave them, but Ben insists that it is his choice. They move to an empty gym, and Gwen starts getting a phone call. She passes it to Ben; it's Max. He advises Ben to try taking Rojo down from the inside instead of the outside. Ben comes up with a plan and turns into Upgrade, letting Rojo know his location and come to the gym. Upgrade catches her by surprise and melds with her technological body. As he does, however, he unexpectedly starts receiving signals and finds himself in the telepathic communication with Vilgax. Vilgax speaks to him succinctly: whoever he is, be afraid. He cannot run, cannot hide from Vilgax; Vilgax will find him and destroy him.

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Ben as Upgrade sees Vilgax for the first time

Upgrade gets thrown out of Rojo's body and fights with her by possessing the gym equipment around them. Eventually, Upgrade is able to merge with her again and short out all her electricity. As she stands, all the pieces fall off her body; she's back to normal. She pleads for Upgrade's mercy, while sneaking a grab at her original laser rifle as it rematerializes on the floor. Gwen sees through her tricks and knocks her out. Upgrade hands Rojo off to the authorities and leaves with Gwen. The next morning, Max is discharged from the hospital with crutches, ready to get back on the road. While walking to the Rustbucket, Gwen asks Ben what happened to him while he was Upgrade. Ben recounts his vision and meeting the octopus-headed alien, telling him to be afraid, taking note of Max's serious expression as he tells it. Max shrugs it off, telling them they'll be fine as long as they stick together. As the kids board the RV with smiles on their faces, Max stays outside for a moment, lingering on a thought. On his ship, Vilgax sits in his regeneration tank, waiting.

Noteworthy Events[]

Major Events[]

Character Debuts[]



Aliens Used[]


Gwen: Ben, you heard the doctor, he's going to be fine. He's Grandpa!
Ben: I'm worried about him.
Gwen: I'd worry more how some girl kicked Four Arms' butt!
Ben: Hey, "heroes don't hit girls".
Gwen: Good to know!
She punches him in the shoulder. He punches right back.
Gwen: OW! I thought you said...
Ben: I'm not in hero mode.
Gwen winds up to punch Ben, but stops. Ben is downtrodden; he gets up and walks out of the room, into the hospital hallway. Gwen follows him.
Gwen: You okay? Normally, slugging me in the arm would make you feel much better.
Ben: ...You know, maybe if I went Upgrade, I could get in those machines he's hooked up to and see if I can make him better! (He reaches for the dial.)
Gwen: Ben, that won't work.
Ben: Okay, then, what if I went Ghostfreak? I could meld with him or something! I-I don't know, I just...wanna help him, you know?

XLR8: Looks like you got this party started without me!
Rojo quickly grabs XLR8's leg, throwing him to the ground and kicking him into a police car.
Rojo: He wants his "Omnitrix", he can have it! '(Her shoulder eyes aim at XLR8.) This is gettin' fun.
XLR8: Who's "he"?

Gwen: Ben, you can't run away from us!
Ben: Don't tell me what I can or can't do! This is MY fight, MY weird watch, not yours!
Gwen: Yeah,'re my weird cousin.

Upgrade: Now this won't hurt a bit.
He merges with Rojo, this time shorting out her technology. Gwen and the SWAT team watch as electricity flies out of the two.
Rojo: Ahhh, get outta me!
Upgrade: (removing himself from her) Okay, I lied.

Naming and Translations[]

Language Name Origin
Croatian Savez The Alliance
Dutch Het Verbond The Alliance
French L'Alliance The Alliance
German Drohnenpower Drones Power
Hungarian A Szövetség The Alliance
Italian L'Alleanza The Alliance
Polish Przymierze Covenant
Portuguese (Br) A Aliança The Alliance
Romanian Alianţa Alliance
Russian Девица-Робот Против Супергероя Robot Girl vs Superhero
Spanish (HA) La Alianza The Alliance
Spanish (Spain) La Alianza The Alliance
Turkish İttifak Alliance


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Bioid
Steve Blum Heatblast
Jim Ward XLR8
TV News Anchor
Richard McGonagle Four Arms
Jennifer Hale Rojo
Dave Fennoy Radio Newscaster


  • In some shots, the Omnitrix's dial is white and green instead of grey and green, and is drawn incorrectly.
  • After Max is attacked, Four Arms carries him and Gwen to the hospital several blocks away as Four Arms, leaving the Rustbucket at the gas station. However, when Max is discharged and is leaving the hospital with Ben and Gwen, the Rustbucket is parked outside the hospital.
  • When Ben activates the Omnitrix in an attempt to get an alien that can help Max, the core is popped up. When Rojo senses it and zooms in on this, the core is lowered again, and Ben hadn't selected an alien.
  • When Rojo breaks into the hospital through the window, pieces of glass can be seen on the floor, but when Ben and Gwen start running away, the glass is gone.
  • In many shots, the Omnitrix's dial faces the wrong way.
  • During XLR8's fight with Rojo, a blue police car can be seen. When XLR8 dashes around Rojo, the car is gone. Later, the car reappears, but is now black.
  • When XLR8 punches Rojo three times, his hands are human in appearance.
  • When the paramedics arrive to the battle, in the shot after Rojo jumps on XLR8, the ambulance's left back door is missing.


  • Although Ben and Vilgax interact with each other in this episode, they don't actually meet each other in person until the season finale.
  • Vilgax was able to talk to Upgrade when he was merged with Rojo because his genetic material was in the Omnitrix. Vilgax spoke to and through his DNA. Since Ben wore the Omnitrix, he shared that link.[DR 1]


  1. The original synopsis provided on the Cartoon Network website reads: "As Fourarms, Ben works to thwart an armored truck robbery by a tough female gang leader named Joey, who delivers a disturbing message from Vilgax."[CN 1]


Cartoon Network[]

Duncan Rouleau[]

Ben 10 Episodes