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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity
This article is about the episode. You might have been looking for the chapter book based on the episode.

War of the Worlds: Part 2 is the twenty-sixth and final episode of the first season of Ben 10: Alien Force, and the twenty-sixth episode overall.


Ben and his team travel to the Highbreed home world to stop them once and for all.[CN 1]


After the events of the previous episode, the Highbreed fleet has arrived on Earth and are preparing to invade. Ben awakens in the crater formed by Way Big, and his teammates rush to his side. Ben devises a plan to capture the Highbreed Commander and force him to order a full retreat. Ben, Gwen, and Kevin fight their way to the Highbreed control tower and confront the Highbreed Commander.

In the ensuing battle, Ben turns into Swampfire and battles the Highbreed Commander. Gwen and Kevin fight another Highbreed and a group of DNAliens. Kevin is seriously injured by the Highbreed. In response, Gwen transforms into her Anodite form and easily defeats the Highbreed attacking Kevin. Gwen insists that she can stop the entire Highbreed invasion by herself, but Kevin talks her down, reminding her that she'll lose her humanity if she does so and saying that he can't lose her, and that Ben will find another way to end the fight.

Another group of DNAliens surrounds the team, but the Plumbers' Helpers and Max appear and defeat them, having returned from their duties in the Null Void. Swampfire eventually defeats the Highbreed Commander and asks him to call off the invasion, but he merely laughs, telling them that only the Highbreed Supreme has the authority to do so. With the Highbreed Commander in custody, Ben, Gwen, Kevin, and Azmuth board Ship and head toward the Hyperspace Jump Gate, planning to confront the Highbreed Supreme. After traveling through the gate, the team arrives on the derelict planet of Augstaka, where they crash land and are captured by the Highbreed.

Ben and the others wake up in chains in a Highbreed dungeon. Ben activates the Omnitrix voice command and turns into Humungousaur, and the team breaks out and makes their way to the chamber of the Highbreed Council. The Highbreed Supreme refuses to recall the fleet, espousing the genetic purity of the Highbreed and their mission to eradicate all lesser beings. Azmuth reveals, however, that the Highbreed obsession with racial purity has led to inbreeding, loss of disease resistance, and sterility. As a result, they are the last generation of their species, not intent on perishing alone. The Highbreed Supreme reveals that the destruction of Galvan Prime was the signal for the Highbreed to attack every known inhabited planet in the entire galaxy, with the intention of eradicating all life in the universe.

Seeing a way to save the Highbreed species, Ben uses the Omnitrix to send out an energy wave that fuses the DNA of every Highbreed in the galaxy with random species from the Omnitrix, repairing their genetic damage. The council is stunned and horrified at the loss of their genetic purity and immediately considers mass suicide as their only honorable option. However, Reinrassig III enters the council room and convinces the Highbreed Supreme that their new impurity is not undesirable and that they now have a chance to live. The Highbreed Council elects Reinrassig the new Highbreed Supreme, and Reinrassig recalls the Highbreed fleet from Earth.

After the Highbreed fleet leaves, Max decides to become the mentor of the Plumbers' Helpers and the new Plumber's kids. Julie decides to go home, and Ben promises to walk her to school the next day. Darkstar is nowhere to be found, but Kevin says they won't catch him today, and that he wants to go to the auto show instead. Gwen goes along with him, and Paradox takes Azmuth back to Galvan Prime. As a side effect of modifying the Highbreed species' DNA, the Omnitrix reboots, re-locking the Master Control. Ben also finds that it has also unlocked new aliens and transforms into one of them in the last moment of the episode.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Minor Events[]



Aliens Used[]


Gwen: (attempting to awaken an unconscious Ben, who is on the ground, lying in the snow) Ben, are you okay? Ben?
Kevin: (comes over and hits\taps Ben gently on the face with the back of his hand) Wake up. We all know you need your beauty sleep but now's not a good time (he and Gwen both take one of Ben's arms and help him up as he comes back to consciousness).

Gwen (enraged): I said...LEAVE HIM ALONE!!! (turns into an Anodite and blasts the Highbreed away)
Kevin: (regains consciousness) Ahh... Gwen! (comes to her and holds her)
Gwen: (In deep voice) So much power!
Kevin: Gwen listen to gotta shut it down!
Gwen: No! I think I can defeat the Highbreed, all by myself!
Kevin: Your grandmother said that it will take at least seventy-five years to master all of that power!
Gwen: We don't have seventy-five years!
Kevin: You will lose your humanity. You won't remember Ben, or me. Ben will find another way.. Gwen.. You got to come back to me, Gwen. I can't lose you, okay?
Gwen: (comes to her human form, opens her eyes) Ok. (smiles)
Kevin: (Smiles)
(they hug passionately)

Azmuth: Are you inferring that you're smarter than me because your head is bigger?
Brainstorm: No. I'm implying that I'm smarter than you because my brain is bigger.

Humungousaur: Omnitrix, can you repair the genetic damage to the Highbreed? All of them?
Omnitrix: Genetic manipulation on that scale will require all available power! (Turns Humungousaur back into Ben) Genetic recombination sequence is ready!
Highbreed Supreme: What are you doing?
Ben: Wait for it! (The Omnitrix then releases a beam through Augstaka, reaching to the Hyperspace Jump Gate and then engulfing all the Los Soledad area)
Highbreed Supreme: What have you done?
Ben: I ordered the Omnitrix to reprogram your DNA!
Kevin: And judging from the new look, I say it worked!
Ben: Omnitrix?
Omnitrix: Program complete, all Highbreed in range of transmission are now genetically fused with random species from Omnitrix database!

Naming and Translations[]

Language Name Origin
French La Guerre des Mondes, 2e Partie The War of the Worlds: 2nd Part
Hungarian Világok Harca, Második Rész Worlds' War, Part 2
Polish Wojna światów: Część 2 War of the Worlds: Part 2
Portuguese (Br) Guerra dos Mundos, 2ª Parte War of the Worlds, 2nd Part
Romanian Războiul Lumilor: Partea 2 War of the Worlds: Part 2
Spanish (HA) La Guerra de los Mundos: Segunda Parte The War of the Worlds: Second Part
Spanish (Spain) La Guerra De Los Mundos: 2° Parte The War of the Worlds: 2nd Part


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Swampfire
Paul Eiding Max Tennyson
DNAlien #1
Richard McGonagle Reinrassig III
Former Highbreed Supreme
Jeff Bennett Azmuth
Kevin Michael Richardson Highbreed Commander
Ship Battle Mode
DNAlien #2
Vyvan Pham Julie Yamamoto
Wil Wheaton Darkstar
David McCallum Professor Paradox
Khary Payton Manny Armstrong
Robert David Hall Highbreed Guard




  • When Kevin tries to convince Gwen to revert from her Anodite form, he mentions that Verdona said it would take at least 75 years for Gwen to master her power, but Verdona actually said it would take 60 or 70 years.
  • Swampfire's Omnitrix symbol is entirely green when he asks the Highbreed Commander to call off the war.
  • When Helen runs to collect the DNAliens' weapons, she doesn't have her visor on, but when she stops, she does have it on.
  • One of the DNAliens Alan reverts to human has the same design as another DNAlien Cooper cured.
  • Brainstorm's hologram faces away from Ben and is smaller than usual.
  • In some shots, Brainstorm's body isn't rendered properly, as his legs seem to be overlapping his neck.
  • Brainstorm's vomit is originally the same color as his brain. His lightning is also blue.
  • Brainstorm vomits on Azmuth, but in the next shot, Azmuth is no longer covered in vomit.
  • The Omnitrix's dial is bigger than it usually is right before it releases the feedback to repair the Highbreed's DNA.
  • Before Reiny makes his announcement, Kevin is not covered in metal.
  • The closed captions on the Ben 10 Alien Force: Volume 6 DVD misspell Reiny's name as "Rynie".
  • When Professor Paradox tells Ben it was nice to work with him again, the colors on "10" emblem on Ben's jacket are reversed.
  • At the end of the episode, after the Omnitrix reboots and Ben says "Aw man, I don't recognize any of these guys!", no holograms are shown except for Lodestar's.[DM 2]


  • The episode's title is listed as War of the Worlds Pt. 2 within the episode itself, War of the Worlds, Pt. 2 on the Ben 10 Alien Force: Volume 6 DVD and iTunes, War of the Worlds Part 2 on the Cartoon Network website,[CN 1] and War of Worlds Pt.2 on Amazon Prime Video.
  • The Omnitrix mentions recombinant DNA when repairing the DNA of the Highbreed. Recombinant DNA is formed by taking a chunk of genes out of a DNA strand and putting new genes in its place, forming new characteristics, like the Highbreed's new looks.
  • At the end of the episode, it is heavily implied that the Omnitrix rebooted with an all-new roster of aliens, but this is completely ignored in the next episode.[1]
  • If Gwen was fully trained in her Anodite powers, she could have easily stopped the invasion.[DM 3]
  • At least one Highbreed gained Celestialsapien DNA during the genetic repair in this episode.[DM 3]
    • When asked if they can use their Celestialsapien abilities, Dwayne McDuffie replied "probably not."[DM 3]
  • The genetic repair wave affected every Highbreed in range of the jump gates; 99.99% of Highbreed in the universe.[DM 4]
  • When Matt Wayne wrote What Are Little Girls Made Of?, he was under the impression that going Anodite would destroy Gwen's body.[MW 1] This was also mentioned by Verdona in the episode. However, when Gwen assumes her Anodite form in this episode, she is able to revert to human with her body intact.
  • Swampfire's fight against the Highbreed Commander as well as Gwen and Kevin's fight against the other Highbreed were storyboarded by LeSean Thomas.[LT 1]
    • Gwen's transformation into her Anodite form is longer in the storyboards, and she is shown blasting the Highbreed away instead of being obscured until Kevin sees her. Swampfire also has some battle damage.


Crew Statements[]

T.J. Collins[]

Dwayne McDuffie[]

Matt Wayne[]

LeSean Thomas[]

Cartoon Network[]

Ben 10: Alien Force Episodes