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

Truth is the first episode of the second season of Ben 10, and the fourteenth episode overall.


An old Plumber partner of Max's resurfaces with nefarious intentions and ends up stealing the dangerous Null Void Projector.[CN 1]


The Early 70's[]

At a nuclear missile control center, three pods are activated and opened up. Inside, a red alert has been set to indicate the launch of the missiles. A nearby officer immediately orders his operator to abort the launch. He says they aren't launching, it's more like something is pulling them out of their silos. As the nukes are pulled towards the sky, a ship floats nearby the area. Back inside the building, Vilgax enters and his Mechadroids shoot the officers to make way. He looks around to see if he can take anything he can use. Someone shoots down one of his Mechadroids, then directly at him. He blocks the weapon fire with success. Two men armed with heavy weaponry after Vilgax. Vilgax identifies the one who shot him as Phil. Phil runs after him, but Vilgax jumps up and kicks his helmet off, revealing Phil's true face. As Vilgax holds Phil captive, he threatens the other man in the suit by pointing his weapon at Phil. A nearby Mechadroid activates another missile and Vilgax tells them that it is headed directly to one of the cities on Earth.


Max and his partner Phil in the past

Vilgax orders the man in the suit to put his weapon down. He does and this lets Phil think that he's lying about not letting him get away. He says that this isn't the case, and he shoots a laser from his wrist that knocks the gun off of Vilgax's hand. Phil then pushes Vilgax off of him. Vilgax thought that he succeeded with his plan to destroy the city, but the man shoots a rubber-like material directly at Vilgax to send him along with the explosive. The man removes his helmet and Vilgax is angered by his tactics on stopping his plans. "Tennyson!" is what Vilgax shouts at the top of his lungs before hitting his flagship, revealing that the man is none other than Max Tennyson, in the past.[pop-up 1][1]

Present Day[]

As Max finishes telling his story of his past, he concludes that he thought to have destroyed Vilgax, until this day. He says that back then he was an ordinary man, doing his job, though Gwen's curiosity comes in to ask what specific job it was. Max continues and he says that he used to work at a secret organization, referred to as the Plumbers, who were sworn to stop anything extraordinary and extraterrestrial, but due to Vilgax's defeat, there weren't enough serious threats to keep the Plumbers in service on Earth. Max's past continues to interest Ben more, excited that he has been with a veteran Plumber. Gwen is upset that Max didn't tell them about it earlier. She thinks that Ben is a little bit over his mind. As they pull over to let the authorities pass by, Ben's excitement continues and he attempts to transform into XLR8, but the Omnitrix transforms Ben into Ripjaws instead, the gang travels to a building where a firefighter claims he saw something.

It starts to rain around them, only to see it was Ripjaws holding up the hose to moisten himself. Ripjaws enters the building, and he calls out, hoping to get an answer. An alien appears and growls at Ripjaws, though it's shown that it's small in size, which makes Ripjaws burst out laughing. The little alien throws a large rock, which knocks Ripjaws over. The Havoc Beast jumps into the fountain and spits out water straight at Ripjaws. This only helps Ripjaws breathe. Outside, Gwen asks an officer if he saw a giant talking fish around the premises. Meanwhile, Ripjaws continues his fight with the Havoc Beast and Ripjaws bumps into someone with a large rifle. The man says that he'll deal with him later. He eventually gets topped over by shelving, though the alien is caught by Ripjaws. Ripjaws reverts back into Ben.


Max reunites with Phil

Max identifies the man as Phil Billings, his old partner, back at the time when he was working with the Plumbers. Phil takes them to his car, and he says that he's happy to see his old partner again. He says that the people should be grateful that he was there to stop the little creature. Ben immediately reacts to this, claiming that Ripjaws was the one who really captured the creature. Max stops Ben before he says anything else. As Phil offers Max to join the Plumbers once again, he says no thanks and explains that he's retired. Max gives his goodbye to Phil before Ben attempts to talk about the Omnitrix.

In the RV, Max says that the Omnitrix should be kept a secret. It is better that as few people know about it as possible. Ben would have realized this, but he continues on. He insists that Max, Phil, and himself need to re-establish the Plumbers. Max tells Ben to not re-live the past. Suddenly, a monitor from the RV's dashboard comes out with a transmission from Phil, he reports that he needs help and that there are Vulpimancers on the loose at the meat processing plant. The distress call makes Ben more excited.

They arrive at the plant, and they hear growling from within. They meet up with Phil inside and they spot the Vulpimancers that are on the loose. Ben identifies them as "Wildmutts" and he transforms into Wildmutt, hoping to communicate with them. In the process, Ben reveals the Omnitrix to Phil. Wildmutt's plan immediately fails, as Max explains that Vulpimancers don't cooperate with others, not even with their own kind. As Wildmutt runs away to avoid being attacked. He climbs on hanging chains that eventually lead him to a belt that leads meat to a grinder. The Vulpimancer pins Wildmutt down to keep him from escaping, though Phil is able to shut the machine down before Wildmutt enters the grinder. Before the gang can escape, they are surrounded by the Vulpimancers and are trapped. Phil then takes out a device that emits sonic waves called a Sonic Pitch Whistle that causes the Vulpimancers to submit. Phil asks Wildmutt for forgiveness as it affects him too. Suddenly, one of the Vulpimancers swipes the device, and the other crushes it. Max, however, uses a forklift to push them into a meat locker where they are trapped inside when they close the door. Phil is happy to team up with someone he knew for so long, and he asks again for a new partnership with Max. Max, however, seems to be bothered by it.

In Phil's hotel room, Ben digs into some shrimp. Max looks around the house with suspicion, thinking about how much money it would have cost. Phil then changes the subject and makes a deal with them, to try and re-establish the Plumbers. As Max thinks, he questions how three aliens in one day come to Earth all of a sudden, and all in the same general area of South Dakota. Max's suspicions lead him to go out and investigate more. Phil, however, has been thinking that Max may know something about what's going on. Phil tells the kids to order whatever they want from room service. Ben decides to take advantage of the room service privileges, but Gwen, on the other hand, wants to check out what is going on between Phil and Max. Ben transforms into XLR8 and the two of them head out to look for Phil and Max.

At Mt. Rushmore, Max finds that a specific device is gone from where it belongs. Phil appears behind him, holding a device called the Null Void Projector. Max's suspicions were correct, and Phil is using it to release the aliens they captured and recapture them for profit. Phil admits his conduct and he's not surprised that Max would eventually find out about his plan. Phil decides to release another alien to kill Max, a Wigzelian Org Beast. Phil plans to tell Max's grandkids that he wanted them to follow in his footsteps as Plumbers.

Luckily, XLR8 arrives in time to save Max from the Org Beast, finding out about Phil's plan. As Phil leaves them behind, XLR8 gets busy fighting with the Wigzelian Org Beast, while Max looks for something. Max eventually finds the device, only after XLR8 is knocked out by a large piece of the floor and he reverts back into Ben, and it defeats the alien. They now set out to track down Phil in the RV. The RV powers up and in a flash, they travel at high speeds with the help of rocket thrusters built into the back.

Meanwhile, Gwen snuck into Phil's car earlier and spots the Null Void Projector, trying to take it. Phil sees her in the rearview mirror and tries to take it back, not paying attention to the road. Up ahead, he is about to be hit by an oncoming truck, though he dodges it. He then sets the car to autopilot and continues to wrestle Gwen over the Projector. While they fight over it, they activate it, and Phil sees the RV behind them. The Projector releases a Null Guardian. Ben attempts to transform into Four Arms in order to stop it, but the Omnitrix transforms him into Grey Matter instead. Grey Matter runs up the Null Guardian's tentacle and grabs the quills on its back, which he uses to control the creature. He directs it to Phil's car, which leads it to crash into a bridge. Again, Phil insists Grey Matter to join him, though Grey Matter declines the offer. Phil decides to trap him in the Null Void instead. Luckily, Gwen throws Grey Matter the broken car mirror and uses it to reflect the beam back on Phil, causing him to be sucked into the Null Void.

They use the Projector to trap the aliens Phil released. Max realizes that he should have told them about his job earlier. They don't seem bothered. They return the Null Void Projector to the Mt. Rushmore hideout. Gwen reminds Max about Phil, but Max suggests that his former partner is better off forgotten, and they continue on with their road trip.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Minor Events[]



Aliens Used[]


Ben: Time to XLR8!
(Ben activates the Omnitrix, turns the dial to XLR8, and slams it down. He looks at himself in the RV's side mirror.)
Ripjaws: Aw! Ripjaws?! What a "rip-off"...

(Phil and Ripjaws bump into each other)
Both: AAH! Who are you?! Who am I? Who are you?!

(Ben quickly turns into XLR8 and picks Gwen up.)
Gwen: Hey!
XLR8: (putting her on his back) Hang on! Pedal to the metal!

(Max pulls a device out from a shelf he can barely reach.)
Max: Where is it...? (throwing it away) Where is it?
(XLR8 continues to dodge and kick the Org Beast. It goes for another ground slam and misses, getting its hands stuck for a few seconds.)
XLR8: Grandpa, could you pick up the pace?!
(Just as the Omnitrix starts beeping red, the Org Beast pulls out an entire slab of the floor and throws it at XLR8. He gets hit by it and detransforms, laying on the ground.)
Ben: 'Cause I sure can't...

Ben: We need some muscle to stop this thing! (turning on the Omnitrix) Four arms of muscle!
(He slams it down and shrinks in his seat...)
Grey Matter: Grey Matter?! I said "muscle", not "miniscule"!

Gwen: What about Phil?
Max: I think there are some things about this job we're better off not knowing.

Naming and Translations[]

Language Name Origin
Croatian Istina Truth
Dutch Waarheid Truth
French La Vérité Sur Grand Père Max The Truth About Grandfather Max
German Opa Packt Aus Grandpa Tells All
Hungarian Igazság Truth
Polish Prawda Truth
Portuguese (Br) Verdades Truths
Romanian Adevărul Truth
Russian Макс и его Напарник Фил Max and His Partner Phil
Spanish (HA) La Verdad The Truth
Spanish (Spain) La Verdad The Truth


Voice Actor Role(s)
Tara Strong Ben Tennyson
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Seasoned Pro
Dee Bradley Baker Wildmutt
Computer #1
Vulpimancer #1
Steve Blum Vilgax
Vulpimancer #2
Jim Ward XLR8
Fred Tatasciore Ripjaws
Computer #2
Richard Horvitz Grey Matter
Robert Patrick Phil Billings


  • In some shots, the Omnitrix's dial faces the wrong way.
  • During various shots before XLR8 fights the Wigzelian Org Beast, the Omnitrix symbol looks bigger than usual.


  • This episode takes place on the same day/night as Secrets.
  • Max reveals that Vulpimancers were known to the Plumbers as "Megamutts", and Havoc Beasts as "Hyper Weasels".
  • The incidental sewer aliens fought by Max and Phil in the flashback portion of this episode were the first aliens Thomas Perkins ever drew for the show.[TP 1]
  • Thomas believes the Null Void Vulpimancers featured in this episode are an older/mature version of the rest of their species. He does not know if gender differences were mentioned at the time.[TP 2]


Crew Statements[]

Kersti Myrberg[]

Thomas Perkins[]

Cartoon Network[]


Ben 10 Episodes