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The Charm Offensive is the sixty-sixth episode of Ben 10.

Synopsis[]

While hanging out at Fort Knox, Gwen grows jealous of Ben's aliens getting all the glamour and attention. But when she discovers that a new villainess, Charmcaster, is really Michael Morningstar's last remaining fangirl turned witch, Gwen must withstand attacks from both her and Morningstar, and prove herself as a valued member of Team Tennyson.

Plot[]

The episode starts off with Ben and Gwen walking through Biggie Box, surprised that Max allowed them to go. A little kid walks up and recognizes Ben, pointing out he saved Adrenaland. The father picks him up, and thanks Ben. He also questions if Gwen was a fan, however Gwen corrects him, stating that she helped save the park too. However, he ignores it. Ben notices Gwen is sad, and he attempts to cheer her up, however, he only makes her more angry. As Gwen walks from the ice cream stand, an unknown figure is seen watching Gwen. A piece of paper is dropped on Gwen’s ice cream, turning it into a monster. Gwen tries to get everyone out of there, and she goes to hide. The monster continues to chase Gwen around. Ben transforms into Heatblast to fight it. He questions where it came from, and Gwen is confused, as she assumed it was Ben’s fault. A girl calls them from a distance, and it is revealed to be Charmcaster. She states that she is here to get payback for what Gwen did. Ben tries to introduce himself, however Charmcaster doesn’t put up with him, and sends him through a portal elsewhere. Heatblast continues to fight the monster; he manages to blow it up.

Charmcaster checks Gwen out, confused as to how a girl who appears to be no threat broke Michael Morningstar’s heart. She explains her origin story, and how she used to be weak until she one day found a book that taught her how to be powerful. It gave her the courage to visit one of her favorite movie sets, and there she saw Gwen and Ben fighting Michael. Charmcaster prepares to finish off Gwen until Michael shows up and stops her. He then drains a bit of her power to fuel his own. Ben arrives, and asks Gwen what’s going on. She explains that Michael has some sort of a hold on Charmcaster. Ben transforms into Omni-Enhanced Four Arms and attempts to attack Michael. However, Charmcaster defends Michael, and handles OE Four Arms herself. Michael chases Gwen around, angry that she once abandoned him.

Four Arms tries to ask Charmcaster why she’s with Michael, however it only makes her more angry. Meanwhile, Michael tries to absorb more of Gwen’s life energy, however he is unable to for unknown reasons. Gwen questions why he is doing this to Charmcaster, even though she loves him. He responds saying that all of his fans love him because he’s an actor, and he can be whatever they need him to be to fulfill their “pathetic lives”. He also says that she is nothing more than a glorified battery to him. Charmcaster, who manages to overpower Four Arms, arrives, questioning why Michael is still wasting time with Gwen, who she believes to be a “nobody”. Michael yells at Charmcaster, telling her they won't leave until he gets Gwen to see how “great he is”. He prepares to drain more of her power, however Gwen sticks up for her. Charmcaster questions why Gwen helped her, and Gwen explains that it’s the right thing to do, and that Michael is using her. OE Four Arms arrives and attracts Michael. Charmcaster runs over to Michael, and Michael absorbs more of her power. Four Arms is confused on how they’re going to beat him. Fortunately, Gwen gets an idea on how to beat him. Four Arms distracts Michael, who has now absorbed a large portion of Charmcaster’s energy. Michael is almost unbeatable at this point. Michael continues to beg for more power from Charmcaster. Finally, Gwen shows up with a remote to all of the TVs around them. Michael’s talk with Gwen earlier on was recorded, and Charmcaster finally sees Michael for who he really is. Now angry, Charmcaster sucks Michael into her spell book, trapping him in there.

Charmcaster makes it clear that though Gwen saved her today, that does not make them friends. On the road, Ben explains the entire story to Max. Max seems proud at the fact that Gwen was a full on hero today. Ben cheers her on, asking her how it feels to have her own arch-enemy. Gwen celebrates the fact that she has her own enemy. But then she pauses at a moment of realization.

Noteworthy Events[]

Major Events[]

Character Debut[]

Characters[]

Villains[]

Aliens Used[]

Naming and Translations[]

Language Name Origin
Portuguese (Br) O Ataque do Encanto The Attack of Charmcaster
Spanish (HA) La Ofensiva de Encantos The Charms Offensive

Cast[]

Voice Actor Role(s)
Tara Strong Ben Tennyson
Charmcaster
Montserrat Hernandez Gwen Tennyson
David Kaye Max Tennyson
John DiMaggio Omni-Enhanced Four Arms
Daryl Sabara Heatblast
Yuri Lowenthal Michael Morningstar
Father


Continuity[]

Allusions[]

  • "Charm Offensive" means a campaign of flattery, friendliness, and cajolement designed to achieve the support or agreement of others. Thus, the title of the episode is a play on Charmcaster's name as well as a hint at the plot.

Errors[]

  • The synopsis for this episode falsely states it takes place at Fort Knox.
  • Likely because she was not designed at the time, the hem of Charmcaster's dress shown at the end of Bright Lights, Black Hearts is blue, like how it was before Charmcaster became magical, whereas in this episode's flashback, Charmcaster is already magical in this moment and thus has a purple dress.
  • In two scenes, Charmcaster lacks lipstick.

Trivia[]

  • The title for this episode in German roughly translates to 'Gwen's Archenemy'.
  • This episode aired as the 22nd episode of Season 2 and the 62nd episode overall in the U.S.
Ben 10 Episodes

Season 1 WaterfilterThe FilthClown CollegeThe Ring LeaderTake 10Ben 24hrsFreaky Gwen BenRustbucket RIPThe ClocktopusGrowing PainsVillain TimeSomething I AteDon't Let the Bass DropCutting CornersAnimo FarmRiding the Storm OutNeed for SpeedBrief Career of Lucky GirlForgetiShhh!Bright Lights, Black HeartsAdventures in BabysittingSteam is the WordRecipe for DisasterAll WetStory, BoredXingoDrive You CrazyScared SillyHole in 10The Beast InsideTomorrow TodayBad PennyMax to the MaxZombozo-LandDon't Laze Me, BroOmni-Tricked: Part 1Omni-Tricked: Part 2Omni-Tricked: Part 3Omni-Tricked: Part 4
Season 2 Out to LaunchCan I Keep It?Battle at Biggie BoxBon VoyageThe 11th Alien: Part 1The 11th Alien: Part 2Mayhem in MascotScreamcatcherVote ZombozoAnimorphosisHigh Stress ExpressCreature FeatureDrone OnSafari Sa'BadThe Nature of ThingsAssault on Pancake PalaceBomzobo LivesThe Sound and the FurryKing KoilReststop RoustaboutThat's The StuffHalf-SiesXingo's BackBounty BallFear The FoggThe Charm OffensiveSuper-Villain Team-UpThe FeelsChicken Nuggets of WisdomPast Aliens PresentDouble HexYe Olde Laser DuelBen Again and AgainAll Koiled UpDreamtimeInnervasion Part 1: Message in a BoxcarInnervasion Part 2: Call the Dream PoliceInnervasion Part 3: Strange BedfellowsInnervasion Part 4: Mind Over Alien MatterInnervasion Part 5: High Override
Season 3 Omni-CoppedThis One Goes to 11Moor FoggRath of ConKing of the CastleSpeechless on the SeinePoles ApartShow Don't TellDon't TouchBig in JapanWelcome to Zombozo-Zone!Bridge OutCyber SlammersBig Ben 10Beach HeadsLaGrange MurailleCharm School's OutBilly BajillionsFranken-FightBuggin' the BuggsWhich WatchBaby BuktuThem's Fightin' Words!Lickety SplitMutiny for the BountyThe Chupaca-broBuggy OutIntroducing Kevin 11Four by FourCirque UsForever RoadThe BentathlonBeware the Scare-CrowThe Night Ben Tennyson Came to TownThe Claws of the CatPrey or PlayAnd Xingo Was His Name-OFear in the FamilyRoundabout: Part 1Roundabout: Part 2
Season 3 Extra Xingo NationHeads of the FamilyMy BodyguardWheels of FortuneHeat of the MomentVin DiagramA Sticky SituationWhat Rhymes with Omnitrix?You Remind Me of SomeoneAdrenaland Jr.Steam Fight at the OK CorralI Don't Like You
Season 4 Gentle BenFunhouseSummer BreakersThe Monsters in Your HeadTokyo Fun, Part 1: Big Bugg BashTokyo Fun, Part 2: Slamming It UpQueen of BeesFalls, Falls, FallsThe Greatest LakeMud on the RunChicken In Chichen Itza, Part 1: Pyramid SchemeChicken In Chichen Itza, Part 2: The Wages of FearIt's Story TimeCosplay DayBottomless BenTales from the OmnitrixBen in Rome, Part 1: A Slice of LifeBen in Rome, Part 2: The Bee's KneesParty PoopersWind Some, Lose SomeDigital QualityTim Buk-TVGrowing Up Is Hard to DoThe Hex FactorSweet ToothMedieval UpheavalSpeed of SoundXingo's WorldTummy AchePlayers of the Lost ParkDe-Fanged!Mock 10RekoilBuktu The Future
Season 4 Movie Ben 10 Versus the Universe: The Movie
Season 5 Specials Ben 10,010Ben Gen 10Alien X-Tinction
Specials Crossover Nexus

Season 1 The FilthWaterfilterThe Ring LeaderRiding the Storm OutThe ClocktopusTake 10Growing PainsShhh!Brief Career of Lucky GirlAnimo FarmClown CollegeAdventures in BabysittingSomething I AteSteam is the WordThe Beast InsideAll WetVillain TimeDrive You CrazyTomorrow TodayStory, BoredHole in 10Recipe for DisasterRustbucket RIPFreaky Gwen BenBen 24hrsBright Lights, Black HeartsDon't Laze Me, BroDon't Let the Bass DropBad PennyZombozo-LandForgetiMax to the MaxCutting CornersNeed for SpeedXingoScared SillyOmni-Tricked: Part 1Omni-Tricked: Part 2Omni-Tricked: Part 3Omni-Tricked: Part 4
Season 2 Out to LaunchBattle at Biggie BoxBon VoyageMayhem in MascotScreamcatcherCreature FeatureBomzobo LivesAnimorphosisAssault on Pancake PalaceHigh Stress ExpressThe 11th Alien: Part 1The 11th Alien: Part 2Half-SiesXingo's BackBounty BallFear The FoggSuper-Villain Team-UpCan I Keep It?Chicken Nuggets of WisdomAll Koiled UpKing KoilThe Charm OffensiveDouble HexYe Olde Laser DuelBen Again and AgainVote ZombozoDrone OnSafari Sa'BadThe Nature of ThingsThe Sound and the FurryReststop RoustaboutThat's The StuffThe FeelsPast Aliens PresentDreamtimeInnervasion Part 1: Message in a BoxcarInnervasion Part 2: Call the Dream PoliceInnervasion Part 3: Strange BedfellowsInnervasion Part 4: Mind Over Alien MatterInnervasion Part 5: High Override
Season 3 Omni-CoppedThis One Goes to 11Rath of ConPoles ApartShow Don't TellWelcome to Zombozo-Zone!Bridge OutBeach HeadsCharm School's OutBilly BajillionsFranken-FightBuggin' the BuggsWhich WatchBaby BuktuThem's Fightin' Words!Mutiny for the BountyThe Chupaca-broBuggy OutIntroducing Kevin 11Four by FourMoor FoggKing of the CastleSpeechless on the SeineDon't TouchBig in JapanCyber SlammersBig Ben 10LaGrange MurailleLickety SplitThe Claws of the CatRoundabout: Part 1Roundabout: Part 2Cirque UsForever RoadThe BentathlonPrey or PlayBeware the Scare-CrowThe Night Ben Tennyson Came to TownAnd Xingo Was His Name-OFear in the Family
Season 3 Extra Xingo NationHeads of the FamilyMy BodyguardWheels of FortuneHeat of the MomentVin DiagramA Sticky SituationWhat Rhymes with Omnitrix?You Remind Me of SomeoneAdrenaland Jr.Steam Fight at the OK CorralI Don't Like You
Season 4 Chicken In Chichen Itza, Part 1: Pyramid SchemeChicken In Chichen Itza, Part 2: The Wages of FearBen in Rome, Part 1: A Slice of LifeBen in Rome, Part 2: The Bee's KneesGentle BenFunhouseSummer BreakersThe Monsters in Your HeadQueen of BeesFalls, Falls, FallsThe Greatest LakeMud on the RunIt's Story TimeCosplay DayBottomless BenTales from the OmnitrixParty PoopersWind Some, Lose SomeDigital QualityTim Buk-TVTokyo Fun, Part 1: Big Bugg BashTokyo Fun, Part 2: Slamming It UpGrowing Up Is Hard to DoThe Hex FactorSweet ToothMedieval UpheavalSpeed of SoundXingo's WorldTummy AchePlayers of the Lost ParkDe-Fanged!Mock 10RekoilBuktu The Future
Season 4 Movie Ben 10 Versus the Universe: The Movie
Season 5 Specials Ben 10,010Ben Gen 10Alien X-Tinction
Specials Crossover Nexus

Season 1 WaterfilterThe Ring LeaderThe FilthFreaky Gwen BenTake 10Animo FarmClown CollegeSomething I AteRustbucket RIPBen 24hrsRiding the Storm OutThe ClocktopusGrowing PainsShhh!Brief Career of Lucky GirlAdventures in BabysittingSteam is the WordNeed for SpeedCutting CornersDon't Let the Bass DropVillain TimeBright Lights, Black HeartsRecipe for DisasterAll WetStory, BoredXingoDrive You CrazyHole in 10The Beast InsideTomorrow TodayForgetiScared SillyBad PennyMax to the MaxZombozo-LandDon't Laze Me, BroOmni-Tricked: Part 1Omni-Tricked: Part 2Omni-Tricked: Part 3Omni-Tricked: Part 4
Season 2 Out to LaunchCan I Keep It?Battle at Biggie BoxBon VoyageMayhem in MascotScreamcatcherVote ZombozoAnimorphosisThe 11th Alien: Part 1The 11th Alien: Part 2High Stress ExpressCreature FeatureDrone OnSafari Sa'BadThe Nature of ThingsAssault on Pancake PalaceBomzobo LivesThe Sound and the FurryKing KoilReststop RoustaboutThat's The StuffHalf-SiesXingo's BackBounty BallFear The FoggThe Charm OffensiveSuper-Villain Team-UpThe FeelsChicken Nuggets of WisdomPast Aliens PresentDouble HexYe Olde Laser DuelAll Koiled UpBen Again and AgainDreamtimeInnervasion Part 1: Message in a BoxcarInnervasion Part 2: Call the Dream PoliceInnervasion Part 3: Strange BedfellowsInnervasion Part 4: Mind Over Alien MatterInnervasion Part 5: High Override
Season 3 Omni-CoppedThis One Goes to 11Moor FoggRath of ConKing of the CastleSpeechless on the SeinePoles ApartShow Don't TellDon't TouchBig in JapanWelcome to Zombozo-Zone!Bridge OutCyber SlammersBig Ben 10Beach HeadsLaGrange MurailleCharm School's OutBilly BajillionsFranken-FightBuggin' the BuggsWhich WatchBaby BuktuThem's Fightin' Words!Lickety SplitMutiny for the BountyThe Chupaca-broBuggy OutIntroducing Kevin 11Four by FourCirque UsForever RoadThe BentathlonBeware the Scare-CrowAnd Xingo Was His Name-OThe Night Ben Tennyson Came to TownThe Claws of the CatPrey or PlayFear in the FamilyRoundabout: Part 1Roundabout: Part 2
Season 3 Extra Xingo NationHeads of the FamilyMy BodyguardWheels of FortuneHeat of the MomentVin DiagramA Sticky SituationWhat Rhymes with Omnitrix?You Remind Me of SomeoneAdrenaland Jr.Steam Fight at the OK CorralI Don't Like You
Season 4 Summer BreakersGentle BenFunhouseThe Monsters in Your HeadTokyo Fun, Part 1: Big Bugg BashTokyo Fun, Part 2: Slamming It UpQueen of BeesFalls, Falls, FallsThe Greatest LakeMud on the RunChicken In Chichen Itza, Part 1: Pyramid SchemeChicken In Chichen Itza, Part 2: The Wages of FearIt's Story TimeCosplay DayTales from the OmnitrixBottomless BenBen in Rome, Part 1: A Slice of LifeBen in Rome, Part 2: The Bee's KneesParty PoopersWind Some, Lose SomeDigital QualityTim Buk-TVGrowing Up Is Hard to DoThe Hex FactorSweet ToothMedieval UpheavalSpeed of SoundXingo's WorldTummy AchePlayers of the Lost ParkDe-Fanged!Mock 10RekoilBuktu The Future
Season 4 Movie Ben 10 Versus the Universe: The Movie
Season 5 Specials Ben 10,010Ben Gen 10Alien X-Tinction
Specials Crossover Nexus

Bentuition Bentuition: Upgrade 01Bentuition: Wildvine 01Bentuition: Diamondhead 01Bentuition: Cannonbolt 01Bentuition: Four Arms 01Bentuition: Heatblast 01Bentuition: XLR8 01Bentuition: Overflow 01Bentuition: Grey Matter 01Bentuition: Stinkfly 01Bentuition: Wildvine 02Bentuition: Overflow 02Bentuition: Upgrade 02Bentuition: Four Arms 02Bentuition: XLR8 02Bentuition: Diamondhead 02Bentuition: Cannonbolt 02Bentuition: Heatblast 02Bentuition: Stinkfly 02Bentuition: Grey Matter 02
Alien Worlds Four Arms AW1: The Overlordess GamesDiamondhead AW1: Great Petropian Civil War, Part IHeatblast AW1: Extreme SeasonXLR8 AW1: Gauntlet of GlidersGrey Matter AW1: The ArchivistsUpgrade AW1: Crisis on Galvan BCannonbolt AW1: Beach BallersWildvine AW1: Wild SidersOverflow AW1: The Pirates of CascareauStinkfly AW1: The Silent Circle
Alien Worlds 2 Diamondhead AW2: Great Petropian Civil War, Part IIFour Arms AW2: The WarspearHeatblast AW2: Cold SnapXLR8 AW2: Speed RoundGrey Matter AW2: Lights Out!Overflow AW2: Sentries of CascareauShock Rock AW2: Fulmanian ConquestWildvine AW2: The WorldtreeStinkfly AW2: The Sweet Smell of SurvivalCannonbolt AW2: When Mega-Shark Attack!
Alien Worlds 3 Four Arms AW3: The Stenching ComethDiamondhead AW3: Enemies UniteHumungousaur AW3: Planetary PinHeatblast AW3: The Fast and the FieryRath AW3: Endless Party PlanetXLR8 AW3: The Slow AgeSlapback AW3: Population OverrideShock Rock AW3: Spaceships in the NightCannonbolt AW3: Beach Bro BrouhahaStinkfly AW3: Strange Snow

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