34497a3fe0ef52949a1ba8e99894ed69.png This article belongs to the Classic Continuity

The Alliance is the ninth episode of Ben 10.


Inside Vilgax's ship, Vilgax's robotic lieutenant announces that he has launched two improved versions of their robot drones, to track down the Omnitrix. Vilgax, however, doesn’t seem to be confident that the drones will be able to take the Omnitrix, because he believes the current holder is someone who is knowledgeable and dangerous and can take on many opponents at once.

Ben is shopping at a grocery store. He is hungry, so he grabs a box of cookies from a section and doesn’t think that the tower of boxes would collapse onto Gwen. Gwen returns, gives Ben a sarcastic comment, and gets up. Max is outside cleaning the RV's windows. He spots the phrase "WASH ME" written on one of the windows and he comments on Ben’s artistic talent. Ben agrees with Max. Just then, a laser blast takes out the back of an armored truck. Gwen is the first to comment and she said that that is their statement.

The dust settles and three figures appear. They all appear to dress the same way and have masks on to hide their identities. They are also heavily armed. The leader of the gang turns to Max and in a female voice, asks what Max is looking at. She aims her rifle straight at him. Before they were all shot, Max pushes the kids out of the way just in time, though it hits the pillar behind him, destroying most of it.

Rojo's original appearance

Meanwhile, the gang is unloading the loot from the armored car they shot earlier, and Four Arms shows up to deal with them. He creates a fissure by slamming into the ground, and all three of them are knocked off. Four Arms tells Gwen and Max to run, and the driver of the armored car walks out. Four Arms asks him if he's okay, but he just screams and runs away. Four Arms is distracted for a moment, and ended up being shot by one of the gang members. Four Arms was knocked back to a pillar near a gas pump, and a blast follows after, engulfing Four Arms in flames. He comes out of the flames, and continues his fight between the gang. Four Arms finds that the gang members are women, and he expresses his feelings not to hurt a girl. He's distracted by this, and Rojo comes from the back and blasts him, with Gwen yelling at Four Arms to clobber her.

Rojo aims her rifle at Four Arms, and then Vilgax’s Drones show up to join the fight. They fire at Four Arms, and Joey’s gang members get scared and decide that they should leave. Rojo becomes annoyed. As Four Arms continues his problem with the drones, Rojo prepares her gun to blast him, but misses because Max noticed what she was about to do. The tire Max threw to her made her aim at Max instead. She misses and hits the roof above Max, and the debris injures Max. Four Arms and Gwen immediately become aware of his condition, and Four Arms smashes the drones together. Four Arms goes over to Max and Gwen attempts to call 911, though Four Arms insisted on his method, saying that the hospital is nearby. He grabs them, and hops away to the hospital, leaving Rojo alone.

Rojo after fusing with Vilgax's drone

Rojo wakes up and spots the drones that Vilgax sent. With curiosity, she pulls the top dome from one of them, but an attachment is put onto her neck. It then injected her with something, causing her to transform. The police arrive to take her away, though she explains that she has done her time in jail. She uses her built in cannons to blow them away, and she grabs the cash, commenting on the new abilities she has been given.

At the hospital, the doctor explains Max's condition to the kids. He had a concussion, a broken leg, and several lacerations, and Ben asks if he'll be okay. The doctor says he'll recover. He then asks how he got hurt, and Ben says that he was hit by a bumper that was sent flying when one of the robot drones shot the car. The doctor immediately thinks that Ben is just using his imagination.

Back on Vilgax’s ship, the robotic lieutenant reports to Vilgax that the drones have been destroyed, and Vilgax orders him to send more. The robotic lieutenant explains that they probably don’t need to, because one of them seemed to have found a formidable host, and it's currently on the move. Vilgax thinks that one head might be better than two in his case of obtaining the Omnitrix.

Back on Earth, explosions seem to be going off inside a jewelry store. Rojo is robbing the place, but she finds out the jewelry disintegrates in her hands. She's annoyed that the jewelry seems to be fake, and comes to a nearby clerk, appearing to have nearly harmed her. She's then interrupted by a headache, and Vilgax appears in front of her. He tells her that she serves him, though she doesn't like the idea. Her mind is then positioned into an empty space, where Vilgax fully describes her new form and offers to teach her how to use her power. In return, he wants the device he describes to her as the Omnitrix, and it seems that Vilgax has succeeded in getting her in his side.

Back at the hospital, Ben's still worried about Max. Gwen, however, seems to be more worried that Ben lost to a bunch of girls. Ben says that heroes don’t hit girls, and Gwen uses the opportunity to hit him in the arm. Ben hits her back, and Gwen thought he said that heroes don’t hit girls. He answers by saying that he isn’t in hero mode. Ben heads out into the hall, and thinks of ways of how to help Max. He suggests that he uses the Omnitrix, but Gwen seems to dislike the idea. Ben eventually activates the Omnitrix, and Rojo pinpoints his location. She crashes through the hospital window, and she demands that he hands the Omnitrix to her. Ben tells her to come get it, and Gwen and Ben run away from her. Rojo attempts to blast them from behind, and Ben finds a staircase, in which they use to get away.

During the run down the stairs, Gwen recognizes that Rojo is from before. Ben realized it too, though they don’t have time to discuss about it. They make it to the bottom, but Rojo takes a shortcut by jumping straight down. Outside in the parking lot, Ben and Gwen hide behind some ambulances. Rojo then decides to lure them out of hiding by starting a landslide. Ben decides and attempts to transform to Four Arms, but he transforms into Heatblast instead. Thinking that the fire would melt the rocks, he blasts the rocks, but it just makes the landslide into a flaming landslide. He changes tactics and melts the ambulances to make a strong wall to stop the flaming landslide, but it heads toward a bridge construction site, where the workers are busy working. Heatblast just hates it when Gwen points out something, and ends up right. The people in the bridge notice the rocks and scatter to avoid them. Rojo attempts to stop him, but Heatblast destroys the bridge, saving the city from harm. Now that that’s over, he's free to focus on Rojo.

Rojo then grabs Heatblast and tosses him into a truck filled with sand. She blasts the truck, taking out an oil truck in the process. Heatblast emerges from the rubble, appearing to be unharmed. Heatblast then taunts her. She tries to attack him, but he dodges, and Heatblast appears at the other side. He clicks his fingers, releasing a spark of fire on the oil and the fire follows the trail of oil, where it eventually ends up at exploding in Rojo’s face. Heatblast leaves, thinking that he finished Rojo.

Max is hospitalized

At the hospital, Max has been moved to a new room. Ben blames himself for being the cause of all this, since none of this would happen if he never found the Omnitrix. Gwen points out that he can’t remove it, and there's nothing that they can do.

Rojo recovers and scares the people away. Once they’ve left, Vilgax brings her mind into the empty space again, demanding to know if she got the Omnitrix. She admits her failure, and Vilgax hasn't mentioned that she would be fighting a superhero. Vilgax is angered, and he insists that she should get it. He threatens to end her life, if she doesn't do so.

Gwen and Max are sleeping. Ben leaves a note on the bed, saying that it would be for the best. He leaves, and ends up at a park. A kid and his grandfather are there, and they're spending the summer together, like he and Max were. Ben then hears a police report about an attack against police officers. It makes it obvious that Rojo is responsible. Ben gets up to go and confront her.

Gwen wakes up to find Ben gone, and she sees the note. She reads it, explaining Ben’s decision in leaving them. Max wakes up and asks what’s wrong, and looks at the TV. The same report comes up, and they both know that Ben is gone. Gwen decides to go and help and Max insists that he should come along too. Gwen can’t argue his statement, so she decides to lower his bed so that he can’t get up.

XLR8 fights Rojo

Outside, some EMTs are called to the police academy. Gwen is hiding in the back. Rojo seems to be busy destroying everything in sight. XLR8 shows up and starts to fight her. She grabs him and kicks him into a car. She explains her purpose for her chasing him. She refers to Vilgax as “he,” and XLR8 is confused. He stops thinking about it, and continues to fight Rojo. As they face off, a tank comes up and aims at them. Before XLR8 was shot, he distances himself from their sight, and shoots Rojo instead. It then moves towards XLR8, but Rojo picks it up and tosses it at him. It appears that he may have been hit, but XLR8 shows up behind her. He delivers several blows, and she's sent flying. She then counterattacks with her cannon and XLR8 is sent flying. The paramedics show up, and Gwen along. XLR8 quickly grabs Gwen and runs into an alley. In the alley, Gwen talks to XLR8 for trying to ditch them. XLR8 reverts back into Ben.

Rojo then is heard flying towards them and Ben cuts the conversation and runs away. Rojo catches up to them, and shoots them, neither are hit. Ben insists that him running away is his choice, and he should be the one to be dealing with problems, in regards to the current situation. They then end up in a gym.

In the gym, Gwen gets a call on her cell phone, and it is for Ben. Max is on the other end of the line, but the first part of the conversation goes unheard. Ben mentions the situation they're in, Max tells him to stop trying to fight Rojo on the outside and try to stop her from inside. It gives Ben an idea, which Gwen makes sure to point out as more evidence that he can't just leave them. Ben activates the Omnitrix, alerting Rojo to his location. She begins blasting holes through the roof, and Ben transforms into Upgrade. Rojo searches the building, and Upgrade jumps on top of her and merges with her. When he does, his mind ends up in the same empty space in which Vilgax and Rojo were before.

Ben as Upgrade sees Vilgax for the first time

In the empty space, Vilgax tells Upgrade to be very afraid, going through the typical villain speech about retrieving what is his and destroying Upgrade for taking it. Upgrade says nothing during the entire exchange. Vilgax then seems to swallow Upgrade.

Rojo is able to pull Upgrade from herself. Upgrade is both weary and disoriented from the experience. When they get their bearings, Rojo tries to blast Upgrade. He dodges the attack and merges with some gym equipment and attacks her. She manages to get away and falls onto a treadmill. Upgrade then merges with that, causing it to throw her into the weight lifting equipment. Once she recovers, she begins blasting at Upgrade, hitting much of the foundation in the process. The police show up during this. Gwen tells them to duck just before a laser blast hits them. Once they avoid it, they begin firing on Rojo. Upgrade tackles her and merges with her again, this time shorting out all the robotic parts on her. When he finally gets up, the pieces crumble off of her, leaving her normal. Rojo is surprised by this, trying to convince Upgrade that she's not a bad person, and says that she's just a girl. As she picks up her laser gun and points it at Upgrade. Gwen runs up and kicks her, knocking her out. Upgrade then carries Joey out as the building collapses around them. He leaves her with the police and takes off with Gwen.

Max is released from the hospital, and he's glad to be getting back on the road. They head to the RV and Gwen questions Ben on his experience with Rojo. He explains the experience to her and mentions that he met someone who told him to be afraid. Max immediately responds by having a dour expression on his face, leading Ben thinking that he's afraid. Max says that they'll be all right, as long as they stick together. Ben and Gwen enter the RV and Max looks up at the sky, where he suspects a certain someone. Meanwhile, Vilgax is waiting in his regeneration tank.

Noteworthy Events

Major Events

  • Ben and the gang meet Rojo.
  • Ben makes his first contact with Vilgax.

Character Debuts



Aliens Used



(Rojo throws Heatblast into a truck and uses her laser cannons to destroy it, taking out an oil truck in the process; Heatblast emerges unscathed)
Heatblast: You want me? I'm right here.
(Rojo tries to attack him; he dodges and snaps his fingers, igniting the oil; Rojo is sent flying)
Heatblast: See ya.

Quotes Right.png


XLR8: (as Rojo destroys the police academy) Looks like you got this party started without me.
(Rojo grabs XLR8 and kicks him into a nearby police car)

Quotes Right.png


Rojo: If he wants his Omnitrix, he can have it. This is getting fun. (prepares to blast XLR8)
XLR8: Who's "he?" (gets up and kicks Rojo multiple times) One good kick deserves another.

Quotes Right.png


Upgrade: Now this won't hurt a bit. (merges with Rojo, shorting out the robotic parts)
Rojo: Ugh. Get outta me!

Quotes Right.png


Upgrade: I lied.
(Rojo's robotic parts fall off, leaving her as normal Joey)
Joey: I'm... normal.
Upgrade: Abnormal's way more like it.
Joey: Look, I don't know what came over me. Come on, please, you gotta help me. (sees her original weapon appear on the floor) I'm just a girl. (picks up weapon and aims it at Upgrade)
Gwen: Guess what? So am I. (kicks Joey, knocking her unconscious)

Quotes Right.png

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
Portuguese (Br) A Aliança The Alliance
Spanish (HA) La Alianza The Alliance
Spanish (Spain) La Alianza The Alliance


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


  • 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]


Crew Statements

Duncan Rouleau

Ben 10 Episodes
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