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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Where the Magic Happens is the fourth episode of the second season of Ben 10: Ultimate Alien, and the fourteenth episode overall.


Gwen takes the team to a dimension of magic, where their only hope of survival rests with her old foe Charmcaster.[CN 1]


The group is chasing Ultimate Aggregor, who runs toward a door and shouts an incantation. The door glows symbols and opens to a world that looks like it is full of mana. Unfortunately, Four Arms isn't strong enough to keep the door open, and it closes. After Four Arms transforms back to normal, Ben remembers the glowing symbols and writes them down, but Gwen is unable to pronounce the symbols correctly. She does know someone who can read them, and that person is Charmcaster.

When Gwen approaches Charmcaster, she begins fighting Gwen before she could tell her why she came. Charmcaster stops fighting when Gwen mentions Aggregor crossing a portal that looks like it is made of pure mana. Charmcaster decides to help, and she and Gwen go back to the door and Charmcaster says the incantation (Yawatacsip) which is the gateway to Legerdomain, the dimension made up of pure mana.

Charmcaster explains that she was born here and that she and Hex were sent to Earth by Charmcaster's father, who was fighting the ruler of Legerdomain, Addwaitya, but died in battle. Gwen also notices that her magical and Anodite powers and abilities have gotten much stronger and more powerful. Addwaitya's Rock Monsters attack the group and battle them. Ben transforms into Jetray and tries to fight them but cannot fly since the sky and earth are not parallel in this dimension. Ben transforms into Cannonbolt and the Rock Monsters are defeated, but the group encounters Addwaiyta.

WtMH (289)

Charmcaster crying over hearing her father's voice

Addwaitya tries to kill the group by covering them with rock, but Charmcaster and Gwen free themselves and they flee from Addwaitya. They are then attacked by Addwaitya's stone bat-like creatures, and Ben transforms into Chromastone and they fight the creatures, while Charmcaster prepares a spell that will protect them. The spell works and the creatures leave. Soon, they come across a gap, where Charmcaster hears her father's voice, telling her to step into the gap to reunite with him. Gwen is able to convince Charmcaster that it is a trick, and they move on. Soon, they encounter Addwaitya's guard, Pallorfang.

WtMH (409)

Gwen and Charmcaster working together

Ben transforms into Humungousaur and fights the creature, killing it by pushing it off a cliff. Addwaitya, angered by Humungousaur killing his pet, attacks them and entraps them in frozen blocks. Humungousaur evolves into Ultimate Humungousaur and frees himself, then fights Addwaitya. The Alpha Rune, the key to all of his magical power and strength, mysteriously disappears and he is attacked by Aggregor, where the Alpha Rune is revealed to be yet another piece of the Map of Infinity.

Aggregor escapes the collapsing citadel and Charmcaster helps the team get out, but stays behind to free her people. The door seals behind them with the runes to Legerdomain completely gone. Ben vows to Gwen that one day, they'll return to help Charmcaster, but for the time being, Aggregor has the third quarter of the most powerful artifact in the universe, leaving the team with only one last chance to stop him.

Noteworthy Events[]

Major Events[]

Character Debuts[]



Aliens Used[]

Spells Used[]

  • Reptilicus
  • Meus Manus Manus
  • Eradico
  • Effervo
  • Velieris Mihi. Occultus! Velieris Meus Amicitia. Occultus!
  • Perturbo
  • Amplus Mica
  • Htrae


Ben: Charmcaster? You said you knew somebody who can help.
Gwen: She can. She's the last person I would've asked otherwise.
Kevin: You trust her?
Gwen: I trust her to stab us in the back first chance she gets. But we'll worry about that after she gets us to Wah Di Tah...
Charmcaster: Legerdomain.
Ben: (to Gwen) Wow, you weren't even close.
Charmcaster: Actually she wasn't far off for someone self-taught. Legerdomain is what the natives call it. But the door only opens to a place's secret true name, which, by the way, is pronounced "Yawatacsip".
(the Door to Anywhere magically, mystically opens)
Charmcaster: (to Ben) After you. (All four enter Legerdomain as the Door to Anywhere vanishes) It's smaller than I remember.
Ben: You come here a lot?
Charmcaster: None of your business!
Gwen: (noticing the power and strength rising within her) Wow, I feel-
Charmcaster: Powerful? Of course you do. All of the magic in the universe flows from this dimension. The Alpha Rune is here.
Kevin: Yeah, so?
Charmcaster: Words have power. The Alpha Rune is the secret true name of magic. Whoever holds it has power over magic itself.
Ben: (to Kevin) You think this Alpha Rune is a piece of the Map of Infinity?
Kevin: Could be. It is always disguised as whatever is hardest to get.
Charmcaster: The Alpha Rune hang around the neck of Addwaitya, the most powerful mystic ever lived.
Kevin: There you go.
Ben: And that is where Aggregor must be headed. (to Charmcaster) Lead the way.

Charmcaster: Stay with me, things are not as they appear.
Gwen: Seriously though, there's so much mana here, it makes my teeth ache.
Charmcaster: (sigh) I get it okay? You're a natural, I studied my whole life and you pick up my spell book and you're instantly out magicing me.
Kevin: You're not even in her league. She's an Anodite.
Gwen: See, what you call magic is powered by mana or life energy-
Charmcaster: You don't know anything, you're not even a real sorceress, you're an-an... idiot savant!
Gwen: (getting angry) What did you say?!
Kevin: I'm pretty sure it was an insult, but you won't do it again cause words have power. Isn't that right "Caroline"?
Charmcaster: Oh please, you think I told you my secret, true name?
Kevin: Sometimes I forget that other people lie too. (chuckles)

Kevin: What're those things?
Charmcaster: Scrutins, they're Addwaiyta's eyes and ears.
Kevin: Where are the ears?!

Gwen: Right. You want me dead.
Charmcaster: Maybe just... badly hurt?
Gwen: It's a start.

Ultimate Humungousaur: Charmcaster, we need that doorway back.
Charmcaster: NO! This is my chance to stop Addwaitya. He's weakened. I could break his control over the rock creatures and the Scrutins and...
Ultimate Humungousaur: Aggregor first. We save the universe. Then I promise, we'll come back here and free your people.
Charmcaster: ...Give me some elbow room.

Naming and Translations[]

Language Name Origin
Hungarian Ahol a Varázslat Történik Where the Magic Happens
Italian Dove nasce la magia
Polish Skąd Płynie Magia? Where Does the Magic Come From?
Portuguese (Br) Onde a Magia Acontece Where the Magic Happens
Romanian Acolo Unde Apare Magia Where Magic Appears
Spanish (HA) El Lugar de la Magia The Place of the Magic
Spanish (Spain) Donde Se Obra la Magia Where the Magic Works


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Four Arms
Ultimate Humungousaur
John DiMaggio Aggregor
Kari Wahlgren Charmcaster



  • At the start of the episode when Aggregor is being chased by Four Arms, Gwen and Kevin, Four Arms' lips are outlined in black.
  • The pages of the spellbook that Charmcaster reads are empty.
  • When Charmcaster defeats Gwen, she says that Legerdomain is made of mana and Charmcaster seems to understand what mana is. Later in the episode, however, Gwen explains what mana is to Charmcaster as if she was unaware.
  • After Gwen asks Charmcaster to help them enter Legerdomain, Charmcaster turns around and her tiara is colored light purple instead of black.
  • Charmcaster's eyes change between light blue and purple throughout the episode.
  • Jetray, Chromastone and Humungousaur's holograms face away from Ben.
  • When Jetray flies, there is a line between his crest and his lips. Furthermore, Gwen, Kevin, Charmcaster and the Rock Monsters are missing.
  • When Addwaitya looks down at Cannonbolt, Gwen, Kevin and Charmcaster, the fire on his head is layered above his neck.
  • When Ben is about to transform into Chromastone, the Ultimatrix has its nighttime colors.
  • While Kevin in rock is changing his hammer hands back to its original shape, the hammers simply fade away instead of reshaping back to normal.
  • When Chromastone says "Cool!", his body is somewhat thinner than usual, his head is longer, his neck is wider, his eye is bigger, and the crystal shards on his chest are a slightly different shape.
  • The ledge where Charmcaster hears Spellbinder's voice is shown as a well-like hole when Charmcaster almost steps off.
  • When Humungousaur hits the Pallorfang, its eyes disappear.
  • Ultimate Humungousaur reverts to Ben without reverting to Humungousaur first.
  • The surroundings of the Door to Anywhere change at the end of the episode.


Ff b10ua weeklycode humungousaur 384x216

FusionFall weekly code advertisement

  • The episode's title is listed as Where The Magic Happens within the episode itself and on Amazon Prime Video, and as Where the Magic Happens on the Cartoon Network website[CN 1] and iTunes.
  • FusionFall released a Humungousaur suit in relation to this episode.
  • Charmcaster reveals that everything has a secret, true name, which gives one control over that thing. She references the Alpha Rune, which contains the secret, true name of magic, giving one complete control over magic itself.
  • Even though Terraspin is immune to raw mana attacks, Ben didn't turn into him because he didn't know he would be particularly useful.[DM 1]
  • The piece of the Map of Infinity that was the Alpha Rune teleported Aggregor out of Legerdomain.[DM 2]


Crew Statements[]

T.J. Collins[]

Dwayne McDuffie[]

Cartoon Network[]

Ben 10: Ultimate Alien Episodes