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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

The Transmogrification of Eunice is the first episode of the third season of Ben 10: Ultimate Alien, and the twenty-first episode overall.


The team discovers a strange alien girl with no memory but Sunder has been hired to capture her![CN 1]


TToE (44)

The team finding the Unitrix

Ben and Kevin are racing each other in their cars, with Gwen thinking that they're acting immature. As they begin to reach their campsite, an alien spaceship crash-lands. Out of the ship comes a small pod. Gwen touches the surface of the alien spaceship and gets an electric shock on her hand, by which she jerks her hand back suddenly. Kevin warns Gwen and Ben to be careful as the thing that is in that ship could be disoriented, destructive, or harmful. The pod opens up and reveals a naked girl obscured by green mist. Ben gives the girl his jacket and all the girl can remember is that her name is Eunice. They let her stay and also volunteer to help her get her memory back. Gwen loans her some of her clothes.

Gwen gets jealous because of Kevin's possible crush on Eunice. Ben makes a good impression on Eunice, and they seem to be getting along, with Ben really starting to like Eunice. They enjoy the day by fishing and telling stories. Gwen is angry that Ben's new crush on Eunice is a replacement for his "ended" relationship with Julie.

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Ben and Eunice almost kiss

As Ben and Eunice are walking, they seem to be followed. Eunice is attacked by a bear and Ben transforms into Armodrillo to save her. However, Eunice calms the bear like all the other animals that surrounded her earlier around the campfire. When Ben is not looking, Eunice's head flashes green while petting the bear and with incredible strength, she absent-mindedly pushes a boulder aside.

Meanwhile, Sunder is at Eunice's ship, angered about what is missing. However, he sees the tire tracks from Ben and Kevin's cars and looks pleased. Ben and Eunice continue walking in the woods and their crushes on each other grow as they were about to kiss until Sunder attacks them. Ben transforms into Spidermonkey and then evolves into Ultimate Spidermonkey to show Sunder his new bag of tricks.

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Ultimate Spidermonkey vs. Sunder

It is revealed that Sunder is after Eunice and then Eunice strangely escapes by hopping high like a rabbit while holding a rabbit. Ben comes back to Gwen and Kevin, and Gwen is able to track down Eunice because she was wearing her spare clothes.

TToE (436)

The Unitrix

They track Eunice to a mountain high up and Sunder finds them all again. Ben transforms into NRG to fight Sunder, but Sunder manages to defeat him. Gwen and Kevin begin telling Eunice that he can help her. However, Sunder presses a button on the back of Eunice's neck, which turns her into an Omnitrix core. Ben transforms into Cannonbolt and begins to chase after Sunder and then transforms into Ultimate Cannonbolt to get rid of the obstacles near him. Ultimate Cannonbolt and Sunder begin to fight as Ultimate Cannonbolt wants to hurt Sunder for what he did to Eunice. Sunder then uses a device that makes Ultimate Cannonbolt dizzy. Gwen and Kevin arrive to help, and they manage to defeat Sunder and retrieve Eunice. After pressing a button, they transform Eunice back to human. Eunice receives the agility of a snake and starts beating Sunder up, demanding to know who he is.

Suddenly, Azmuth arrives and reveals he hired Sunder, and that Eunice is a prototype model of the Omnitrix called a Unitrix. Instead of a device that would store all the collected DNA in one place, Azmuth had planned to store the DNA in individual containers, in other words, the Unitrix's. It is revealed that Eunice got her human form from Gwen when she touched her ship, which sampled her DNA and randomized it. Azmuth, under Ben's compromise (partly because of his affection and love for Eunice), allows Eunice to become one of his assistants, as he always has need of a helping hand on taking care of Primus. Azmuth, Eunice, and Sunder leave and Eunice leaves behind a flower for Ben as a reminder of her.

Noteworthy Events[]

Major Events[]

  • It is revealed that the Unitrix was created as a prototype of the Omnitrix.
  • Eunice becomes one of Azmuth's assistants.

Character Debuts[]

Minor Events[]

  • Ben and Eunice develop romantic feelings for each other.
  • It is revealed that Ben and Julie apparently broke up, or, at least, "might as well be broken up".



Aliens Used[]


Gwen: You guys act like a couple of ten-year olds!
Kevin: Ten-year-olds can't drive.
Ben: Neither can you, grandma!

Gwen (sensing Eunice): I don't sense any injuries.
Kevin: Yeah, she looks pretty healthy to me too. (Gwen elbows him) Ow!

Kevin: This is going to be fu-u-un!
Gwen: A minute ago you were trying to get out of camping and now it's gonna be fun? Are you working some sort of angle?
Kevin: Gwen, I know it's important to you that we all spend some "quality time together," I want what you want.
Gwen: If you're working some sort of angle, so help me, I'm gonna hurt you.
Kevin: *sniggers*

Kevin: Squirrels, nothing but tree rats.

Eunice: I'm fun even if I don't have memory?
Ben: It'll come back. Don't force it. Anyway you're more fun than Kevin.
Kevin: I'm right here, dude.

Eunice: You're not very good at flirting.
Ben: How would you know? You have total memory loss.
Eunice: True, but I wasn't born yesterday.

Ben: Sunder.
Sunder: Tennyson. If I'd known it was you, there wouldn't have been a warning shot.
Ben: Guess that's where you made your first mistake.

Sunder: Never did get even with you for sending me to the Null Void.
Ultimate Spidermonkey: "Get even?" You cut my hand off!
Sunder: Stop whining. You got it back!

Kevin (to Gwen): You're treating her like a fifth wheel. Wasn't that long ago I was the one trying to fit with you and your cousin. So be nice. (Gwen stares at him) What?
Gwen: Sometimes you make sense.

Ben: Where's Eunice?
Kevin: Man, you cannot keep a girlfriend.

Sunder: You really thought you could beat me?
Ultimate Cannonbolt: Well, yes!
Sunder: Last mistake you'll ever make.
Kevin: He'll make plenty more mistakes! That didn't come out right...

Naming and Translations[]

Language Name Origin
Hungarian Eunice Teljes átalakulása The Full Transformation of Eunice
Polish Transmogryfikacja Eunice Transmogrification of Eunice
Portuguese (Br) A Transmogrificação de Eunice The Transmogrification of Eunice
Romanian Transformarea lui Eunice The Transformation of Eunice
Spanish (HA) La Transformación de Eunice The Transformation of Eunice
Spanish (Spain) Transformación del Unitrix Transformation of the Unitrix


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Armodrillo
Ultimate Spidermonkey
Ultimate Cannonbolt
Jeff Bennett Azmuth
Powers Boothe Sunder
Molly C. Quinn Eunice



  • When Gwen scans the escape pod, the sound effect of her magic is heard but her eyes don't glow pink.
  • After the escape pod that contains Eunice opens, some parts of the green smoke don't move for a while.
  • During the campfire scene, Eunice's eyes are blue instead of green.
  • Spidermonkey's hologram stands on its hind legs instead of assuming a sextupedal stance.
  • When Ben transforms into Spidermonkey, his torso is colored standard blue.
  • In one shot, the outlines of Sunder's mouth have the same color as his skin.
  • In one shot, Sunder is depicted with his scar on the right side of his face.
  • When Ultimate Cannonbolt is blasted through the air by Sunder, his body is shaped incorrectly.
  • Gwen mentions that she cut her hand when she touched Eunice's pod, but she actually shocked her hand instead.


  • The spaceship crashlanding on the campsite is similar to how the Omnitrix crash-landed on the campsite in And Then There Were 10.
  • It is indirectly mentioned how important Primus is to the Ultimatrix, as Azmuth is always in need of a helping hand in tending Primus.
  • This is the only episode in Ultimate Alien where Gwen wears her outfit from Season 2 of Alien Force.
  • Kevin wanted to give Eunice up to the Plumbers because she was an alien on Earth, which was Plumber business.[DM 1]
  • Azmuth hired Sunder because he specializes in retrieving unique objects, and the Unitrix could have transformed into any sapient creature in the galaxy. Azmuth needed someone resourceful and tough.[DM 2] He couldn't have hired the Plumbers to do it because he has no authority over them.[DM 1]
  • Azmuth had expected the Unitrix's pod to seek out Ben.[DM 2]
  • When Azmuth said "I believe you would" in response to Ben saying he would fight him to prevent Eunice from being put in storage, he smiled because he was mocking Ben, and Ben said something he liked.[DM 3]
  • Dwayne McDuffie speculated that the Unitrix landed on Earth because it was tracking the Ultimatrix's core.[DM 1]


Crew Statements[]

T.J. Collins[]

Dwayne McDuffie[]

Cartoon Network[]

Ben 10: Ultimate Alien Episodes