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Truth is the fourteenth episode of Ben 10.


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 said 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 drones shoot the officers to make way. He looks around to see if he can take anything he can use. Someone then shoots down one of his drones, then directly at him. He blocks the weapon fire in success. Two men in blue suits are armed with heavy weaponry and they seem to be going 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 drone then 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 said 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 was able to shoot 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 shouted at the top of his lungs before hitting his flagship and that 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 on and he says that he used to work at a secret organization, referred to as "The Plumbers," who were sworn to stop anything extraordinary, extraterrestrial, something that’s out of this world, but due to Vilgax's defeat, there weren't enough serious threats in order 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 should have told 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, then the gang travels to a building where a fire fighter 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 Havok Beast then 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 feud with the Havok Beast and Ripjaws bumps onto 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 then 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 said 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 then 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 was 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. Then 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 Wildmutt doesn't know the Vulpimancer language), 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 pinned Wildmutt down to keep him from escaping, though Phil was able to shut the machine down before Wildmutt entered the grinder. Before the gang was able to escape, they were surrounded by the Vulpimancers and are trapped. Phil then takes out a device that emitted 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 was able to swipe the device and the other crushes it. Max, however, was able to use a forklift to push them into a meat locker where they were trapped inside when they closed 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 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 again. 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 Grandpa Max. Ben transforms into XLR8 and the two of them head out to look for Phil and Max.

At Mount Rushmore, Max finds that a specific device is gone from where it belongs. Phil appears behind him, who seems to be holding the device, called the Null Void Projector. Max’s suspicions were correct and Phil is using it to release the aliens they captured and re-capture 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 was planning 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 was about to be hit by an oncoming truck, though he was able to dodge it. He then sets the car to auto-pilot 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 then 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 in the Null Void.

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

Noteworthy Events

Major Events

Character Debuts

Minor Events



Aliens Used



Ben: Time to XLR8! (activates Omnitrix; selects XLR8, but becomes Ripjaws instead)
Ripjaws: (looks at himself in the RV's side view mirror) Ripjaws? What a rip-off!

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(Phil and Ripjaws bump into each other)
Phil and Ripjaws: (in unison) Aah! Who are you? Who am I? Who are you?

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(Ben turns into XLR8)
Gwen: Hey!
XLR8: Hang on. Pedal to the metal!

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Grandpa Max: (searches for a weapon to stop the alien) Where is it, where is it?
(XLR8 continues fighting)
XLR8: Grandpa, could you pick up the pace?
(Omnitrix powers down; XLR8 gets hit by a piece of large rubble; reverts back to Ben)
Ben: 'Cause I sure can't.

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Ben: We're gonna need some muscle. Four arms of muscle! (activates Omnitrix and transforms)
Grey Matter: Grey Matter? I said "muscle," not "miniscule!"

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

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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
Female Vulpimancer #2
Jim Ward XLR8
Fred Tatasciore Ripjaws
Computer #2
Richard Horvitz Grey Matter
Robert Patrick Phil Billings


  • This episode takes place in the same day/night as Secrets.
  • Max reveals that Vulpimancers were known to the Plumbers as "Megamutts", and Havok Beasts as "Hyper Weasels".
  • The incidental sewer aliens fought by Max and Phil in the flashback portion of this episode were the first aliens Tom Perkins ever drew for the show.[TP 1]


Tom Perkins


Ben 10 Episodes
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