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The Clocktopus is the ninth episode of Ben 10.

Synopsis

In a peaceful coastal town, Ben must not only face the archaic antagonist Steam Smythe and his latest creation, the Clocktopus, but also his deepest, darkest fear: Squids!

Plot

The episode begins with Max taking Ben and Gwen to his favorite pier from his childhood, Squid City, as it could be their last chance to see it before it's replaced by a megaplex. While Gwen seems mostly indifferent, Ben's fear of squids kicks in just from seeing the squid themed décor and food all around him, causing him to change into Cannonbolt to speed off and pretend to be a vendor.

As Max questions the need to change Squid City into a megaplex, the pier is suddenly attacked by a giant steampunk octopus, intent on keeping Squid City around and preventing the production of the megaplex. While it attempts to hault the the megaplex, the sight of the Clocktopus causes Ben to have a flashback to a marine-based school play, seemingly headed by Cash and J.T., but before it can finish, Ben is pulled out of his flashback and almost hit with a giant I-bar. Coming to, Ben changes into XLR8, and charges at the Clocktopus with confidence at first, though it quickly dwindles as he dodges the tentacles.

An aperture door on the front of the Clocktopus is then opened, revealing Steam Smythe captaining it. He easily knocks XLR8 aside and then heads for civilians, destroying part of the mall's construction in front of them all. With Ben currently down, Max and Gwen throw squid trinkets at Steam Smythe, though this does not much more than annoy him and make him embrace them in a tentacle. Playing to his affinity for old fashion ways, Max and Gwen claim that Steam Smythe has offended them and they wish to challenge him to a duel, with Ben as their champion, to which Smythe agrees. A crowd then gathers to watch the duel.

Ben, however, claims he cannot fight the Clocktopus. The flashback is then picked back up, showing Ben as a member of the crew on a submarine, failing to save them from the fake squid tentacles dropped on them by Cash and J.T. Ben comments on the embarrassment from ruining the school play, clearly associating that with the squids, giving him his fear. Max, acknowledging how traumatic the day was for Ben, states that he must move on from the past, to which Steam Smythe completely disagrees with.

Ben calls off the fight and runs away, causing the crowd to leave disappointed. Once again annoyed by the antics of Gwen and Max, Smythe goes to strike them with the tentacle of the Clocktopus, however against his will it might be, only for it to be caught by Four Arms, revealing he had only called off the fight to get everyone to leave. Four Arms then runs from the Clocktopus, only to be caught by it. He once again has a flashback to the play, where Cash and J.T. are seen laughing at him for his failure in the play, causing him to proclaim he can't fight the Clocktopus.

Smythe and Max begin to tell Four Arms conflicting sides, Smythe about how much better things were in his time, and Max about how things must move forward, including Ben's fear about the play. Deciding Max is right, Four Arms breaks out of the Clocktopus' grasp, then proceeds to destroy three more of the tentacles. The two then begin to sword fight with I-bars, only for the Clocktopus to fall into the water and be destroyed, though Smythe escapes on a steampunk flight device. Four Arms changes back to Ben and then climbs onto the pier from the water, and is congratulated by Max for facing his fear.

Major Events

Character Debuts

Characters

Villains

Aliens Used

Naming and Translations

Language Name Origin
German Der Clocktopus The Clocktopus
Portuguese (Br) Polvológio The Clocktopus
Spanish (HA) Relopulpo Clocktopus

Cast

Voice Actor Role(s)
Tara Strong Ben Tennyson
Gale
Lady
Montserrat Hernandez Gwen Tennyson
Kid #2
Girl
David Kaye Max Tennyson
Crowd Guy #1
John DiMaggio Four Arms
Jamie
Travis Willingham Cannonbolt
Josh Keaton XLR8
Crowd Guy #2
Roger Craig Smith Steam Smythe
Cash Murray
Vendor
Max Mittelman J.T.
Guy
Kid #1

Quotes

Ben: (Scared) Squids. Squids. Everywhere.


Trivia

  • This episode is aired as the 5th episode in U.S.
  • Steam Smythe brings up his generation having built the Titanic and Hindenbergs as a way to show his generation was superior, though ironically both of which have famous disasters associated with them: The sinking of the Titanic and the crashing of the Hindenberg.
  • It is revealed that Ben has a fear of squids.
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-FangedMock 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-FangedMock 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-FangedMock 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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