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

The Visitor is the eleventh episode of the third season of Ben 10, and the thirty-seventh episode overall.


Meanwhile in an arctic landscape, two men riding snowmobiles come across a strange pod in a snowbank. They accidentally open it, but when an alien named Xylene exits from it. They become afraid and run away.

Meanwhile in a park, Gwen is flying a kite when Wildmutt steals it. She casts a spell on him that causes the dogs in the area to be attracted to Wildmutt. They swarm over him and Wildmutt runs and they chase him. Wildmutt climbs a tree, but the branch breaks and he reverts back into Ben. Ben and Gwen notice that Max looks sad, but he denies it, and says that he needs some time alone. Gwen drags Ben away and explains to him that her mom told that Grandpa Max and their grandma first met in St. Louis, so Gwen figures that Max must be feeling kind of lonely without her. Suddenly, the kids at the playground panic as Xylene is present and grabs Ben telekinetically, demanding the Omnitrix. Ben transforms into Heatblast and attacks her. She fights him with telepathy, but Max arrives, and Xylene recognizes him.

Meanwhile back at the snowbank, the snowmobilers, along with others, go to the site of the pod, and one of Vilgax's robot drones emerges and attacks them and it begins to dismantle the snowmobile. Ben dislikes Xylene due to the fact that Xylene hasn't spoken to him yet and seems rather dismissive of him and Gwen. Max explains that they worked together a lot during Max's early Plumber years. Xylene reveals that she sent the Omnitrix to Earth after being attacked by Vilgax. Max tells Xylene about how Ben defeated Vilgax through sending him into the Null Void though much to Ben's annoyance Xylene believes Max is just overplaying Ben's part and that Max had done all the work before Xylene calls her ship. Ben doesn't trust Xylene and follows her and Max as Wildvine. Xylene asks Max to accompany her and help her out in the galaxy, which shocks Wildvine. Then, a giant Vilgax drone arrives and attacks Ben and Gwen.

Ben transforms into Four Arms as Max and Xylene arrive back at the Rust Bucket. Four Arms attacks the robot as Xylene telepathically trips it, Max shoots it, and Gwen casts a spell on it. Xylene throws it into the Rustbucket and it grabs parts from the Rust Bucket and adds them to itself before advancing towards Gwen, Max, and Xylene though Four Arms grabs hold of its tendrils and holds it back before being blasted with a laser that causes the Rust Bucket to explode. Xylene and Max cause an explosion on the robot that seemingly destroys it though Four Arms notices its still active and so tears it apart before apologizing to Max for the destruction of the Rust Bucket, not noticing the drone feeling into the woods.

Later, Diamondhead, Gwen, Max, and Xylene work together to put the Rust Bucket back together and Xylene asks Diamond Head if he's sure the Drone was destroyed which he confirm while at a ranger station, the drone steals parts from a car and begins rebuilding. As the rebuilding of the Rust Bucket continues Diamond Head is gathering parts of the Rust Bucket before he is Criticized by Xylene who tells him that a Galvanic Mechamorph would have been more helpful to which Max clarifies to be Upgrade and Ben becomes irritated at her and Max attempts to calm him down by pointing out that Xylene could try and help him learn more about the Omnitrix but Max taking her side upsets Diamondhead even more and he begins to reach his limits in tolerating Xylene's attitude towards him and asks why she sent the Omnitrix to him if he's a screw up. Xylene informs them that the Omnitrix was supposed to go to Max but a malfunction had caused it to veer off course and go to Ben instead. Diamondhead is shocked to find he had gotten the Omnitrix by accident and reverts to Ben which Xylene believes should have been obvious as she wouldn't have sent the most powerful device in the universe to a child. Angry and disappointed, Ben tells Xylene to take it back and cruise around the universe with Max before he runs off with Gwen going after him. Gwen tries to comfort Ben about the Omnitrix but Ben tells Gwen that he's more upset about the thought that Max will go with Xylene because unlike last time nothing is keeping Max on Earth which begins to worry Gwen. Xylene and Max continue to repair the Rust Bucket and Xylene apologizes to Max for upsetting Ben and reveals that on her planet that her species are left to survive on their own after their hatched and so she doesnt know anything about interacting with children. The drone arrives and it knocks Xylene away into the forest and grabs Max as Ben and flies away as Gwen Ben and Gwen return.

Perk Upchuck debut

Ben realizes that the drone kidnapped Max to lure Ben and the Omnitrix into a trap. Xylene says that they can save Max if they work together, and the three declare a truce. Gwen realizes that the drone probably went to the docks and Ben goes there on his hoverboard to find the drone is controlling Max's Plumber suit. Max tells Ben to do whatever he has to to destroy the drone but Ben offers the drone the Omnitrix, and Xylene and Gwen arrive. The drone grabs Ben, but Xylene frees him. Gwen pushes the drone away on a forklift. Xylene frees Max and crushes it with a crate, but it merges with the tank that was in the crate and regains control of Max. Xylene tells Ben to destroy the original drone and unlocks a new alien form in the Omnitrix for Ben and he transforms into, Perk Upchuck. She tells Upchuck to eat the drone and tells him his new aliens power is to eat. Upchuck leaps onto the drone and begins to eat parts and then, upon Xylene's instruction, spits an energy ball. Upchuck continues to eat the drone as Xylene frees Max. Upchuck eats the original drone and the drone deactivates and Upchuck reverts back into Ben who burps out some remaining parts of the drone.

At the Rust Bucket, Ben apologizes to Xylene for his attitude and that if she makes Max happy then she makes Ben happy towards and Xylene admits he's more like Max than she thought and gets Ben to promise to look after the Omnitrix after others wull come for it. When it comes time to say goodbyes, Xylene knows that Max won't come with her and Max agrees, saying that Ben and Gwen are his whole world and that he will stay for them. Xylene kisses him before she leaves on her ship but not before Xylene states they would always have Roswell. Almost immediately Ben and Gwen begin to argue while Max looks fondly to the stars.

Noteworthy Events

Major Events

  • The gang learned that the Omnitrix was meant to be sent to Max, not Ben.

Character Debut

Omnitrix Alien Debut

Minor Events

  • Upgrade's species is revealed by Xylene.
  • It is revealed that Max met Ben and Gwen's grandmother in St. Louis.



Aliens Used

Spells Used

  • Amorous Infecta
  • Emocha Objectia



Xylene: (to Grandpa Max) You haven't changed a bit from the last time I saw you.
Wildvine: (merged with a tree, spying on them) Ugh! If this keeps up, I'm gonna start hurling sap!

Quotes Right.png


Gwen: (about Xylene) Grandpa seems to really like her. Maybe we should give her a chance.
Ben: Yeah, right! Next thing you know, she'll be wanting us to call her "Grandma Lizard!"

Quotes Right.png


Perk Upchuck: What's this thing supposed to do?
Xylene: (dramatically) You're going to eat it!
(Perk Upchuck looks blankly at her)
Xylene: Literally eat it. That's your power.

Quotes Right.png


Xylene: Now SPIT!
(Upchuck does so, causing a big hole in the robot)
Upchuck: Cool! Exploding loogies! I'VE GOT UPCHUCK POWER!
Gwen: Ugh! Great... like you weren't disgusting enough already!

Quotes Right.png

Naming and Translations

Language Name Origin
Croatian Gošća The Guest
Hungarian A Látogató The Visitor
Italian Una Vecchia Fiamma An Old Flame
Polish Gość Guest
Portuguese (Br) A Visita The Visit
Romanian Vizitatorul Visitor
Spanish (HA) La Visitante The Visitor
Spanish (Spain) El Visitante The Visitor


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Wildmutt
Eskimo Teen #2
Steve Blum Heatblast
Eskimo Teen #1
Jim Ward Diamondhead
Richard McGonagle Four Arms
Dave Wittenberg Upchuck
Eskimo Teen #3
Grey DeLisle Xylene


  • The flashback of the space battle from the beginning of And Then There Were 10 is shown, as well as the events being mentioned.
  • Before going to spy on Max and Xylene, Ben mentions Phil whom the trio encountered in Truth.
  • Gwen mentions the Mechadroid was merging with object like "the other one", referring to the drone that merged with Rojo from The Alliance.



  • According to pop-up trivia from the enhanced version of the episode, the beginning of the episode takes place in Alaska, while the rest of the episode takes place in St. Louis, Missouri.[pop-up 1]



Ben 10 Episodes