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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

X = Ben + 2 is the thirteenth episode of the first season of Ben 10: Alien Force, and the thirteenth episode overall.


The Incurseans blame Earth for the kidnapping of Emperor Milleous' daughter, Attea. Raff, the Emperor's right-hand man, recruits Kevin to help them recover Attea before the Emperor uses the Conquest Ray to destroy the Earth. Ben transforms into Alien X but soon discovers his powers are too great to control. Ben must gain control over Alien X before Emperor Milleous can use the Conquest Ray to blow up Earth.[note 1]


A starship docks with an Incursean cruiser, dropping an Incursean named Frolic off. He stops to talk to Raff, one of the commanders. He explains that when they were exploring an enemy star system, they were ambushed by the bounty hunter SevenSeven and Princess Attea went missing. They report to Emperor Milleous, and he kills Frolic, sending Raff to the nearest inhabited planet: Earth.

Ben, Gwen, and Kevin are arguing in the latter's car about where to go. Several Incurseans then appear and point their guns at the three, but Raff appears and stops them, as Kevin reveals he used to do business with Raff back when Kevin was a villain. Raff explains the situation to Kevin and Ben's team. Ben's team agrees to help after Milleous threatens to blow Earth to pieces with the Incursean Conquest Ray. Gwen uses a piece of Attea's clothing to track her to a dam.

SevenSeven destroys the dam while trying to shoot Attea and it crushes Kevin's car, traps Gwen in a bubble and nearly drowns SevenSeven, Attea, and Kevin. Ben decides to transform into an untested Celestialsapien transformation named Alien X to stop the water and fix the dam. However, SevenSeven snatches Attea and Alien X is frozen in place. Ben soon realizes that in order for Alien X to do anything, he must convince one of the two personalities, Bellicus, the voice of rage and aggression and Serena, the voice of love and compassion, to agree with him.

Raff teleports Gwen and Kevin, along with the Incurseans and Kevin's car to Milleous. Milleous destroys Pluto to demonstrate the Conquest Ray's power. Even worse, Ben finds out that Bellicus and Serena do not want him to change back. Kevin absorbs his car's tires and takes the Royal Detonator and flees from battle. Ben makes Bellicus and Serena agree on saving the Earth but is unable to convince them on what to do. Gwen and Kevin get away from the Incurseans chasing them and run into Attea and SevenSeven. SevenSeven releases Attea, but it's revealed Attea paid SevenSeven twice as much to overthrow Milleous.

Attea takes the Conquest Ray and imprisons Milleous, Gwen, Kevin and Alien X. When Ben sees this, he forces Bellicus and Serena to release him from Alien X's body. Before Attea can fire the Conquest Ray, Ben transforms into Swampfire and defeats SevenSeven and the Incurseans, before Milleous arrives and forces Attea to surrender.

Attea is thrown in stasis jail with her mother and Milleous lets Ben's team return to Earth without destroying the planet. Ben makes a vow never to turn into Alien X again, despite all the power he possesses.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Omnitrix Alien Debut[]

Minor Events[]

  • It is revealed that Gwen not only has the ability to track where someone is, but she is also able to see what they are doing at the time.



Aliens Used[]


Kevin: Raff, how you been? Guys, this is Raff. The number two guy in like forty star systems. Raff, Gwen Tennyson.
Commander Raff: Tennyson?
Kevin: Yeah that's him there. (Talking to Ben) I used to talk about what I'd do to you.
Ben: Right... back when you were a crook.

Ben: Gotta stop that water! (Scrolls through his aliens, and comes to Alien X) Bet a time as any to give this one a try.
Alien X: (After Ben slaps the Omnitrix) Alien X! Seconded! Water stopping motion carried! (Alien X makes a clear circle in the air and it restores everything broken back to normal)

Ben: (Inside Alien X's mind) This is awesome! Quick, how do I make something else happen?
Serena: You are one of three.
Bellicus: Weren't you listening?
Ben: Yeah, whatever. OK, team Alien X, let's move! (Ben begins to fly away, then stops when he notices the two faces aren't moving)
Serena: We are one of the most powerful beings in the universe...
Bellicus: ...Because we are the most delibrative.
Serena: I am Serena, the Voice of Love and Compassion.
Bellicus: And I'm Bellicus, the Voice of Rage and Aggression. You're supposed to be the Voice of Reason!
Serena: Bellicus and I have been locked in eternal arguement.
Ben: Yeah, that's great. But the earth's going to be destroyed any minute!

Kevin: Stay back! I got this.
Kevin: (After Gwen helps) I said stay back.
Gwen: Yeah, I heard you.

Kevin: (Absorbs SevenSeven's armor) Nice armor. (Punches him in the face)

Kevin: (Trying to put Alien X through one of the windows of his car) Ugh, just bend or something!
Gwen: (Kevin tries to stuff Alien X in the trunk) You can't just stuff him in the trunk!
Kevin: You're right; he doesn't fit.
Gwen: I'm serious. He hasn't moved since he fixed the dam. Maybe he's hurt, or...
Kevin: Nah, he's warm. Maybe he's resting.

Gwen: Can't the Emperor just take his daughter and leave Earth out of it?
Kevin: The Incursean code. Normally, they don't enslave you, they wipe you out.

Emperor Milleous: Yes, and Earth will be in smaller pieces if Princess Attea isn't returned to me. (Emperor Milleous looks at her)
Gwen: (Yells out) That makes no sense!
Kevin: ('Whispers into Gwen's ear) Gwen... Evil dictator.
(Emperor Milleous looks at her)
Gwen: Earth can't even communicate with you!
Attendant: (In voice message) Incoming message from Earth, your violent highness. (Emperor Milleous looks at her)
Gwen: ...What do I know?

Gwen: (Referring to Emperor Milleous) So much for the great dictator. And since Earth isn't in harm's way anymore, we're done! I'll get Ben.
Kevin: We're not done. (Attea grabs the detonator from Gwen)

Kevin: (Gets shot in rubber form) Phew, burning rubber.
(Incursean soldier faints due to smoke)

Ben: (To Serena) You're supposed to be love and compassion! How can you let a whole world die!? (To Bellicus) And you're supposed to be anger and aggression! How can you let bad stuff go unpunished!? How can you both be so useless!?
Bellicus: (Outraged) Useless!?
Serena: We're the most powerful being in the universe. We change the very nature of space and time.
Ben: You don't DO anything! Billions of lives at stake and you're like "Oh, the procedure!" (Serena sobs)
Bellicus: Now look at what you did! All right! I move we save the Earth! Happy!?
Ben: No! Just let me out of here! I've got nine other guys who can do it better.
Serena: (Gasps) That's hurtful!

Swampfire: (An Incursean warrior smells Swampfire, coughs for a moment, then faints) Now that's just rude. I don't smell that bad, do I? (smells his armpit) (Four more warriors faint because of smoke) Hmph. Fine!

Emperor Milleous: As for you...
Gwen: (Gwen grabs the detonator from Emperor Milleous) Ha!
Kevin: (Tells Gwen) No, we're done.
Gwen: Really? (Gives the detonator back)
Emperor Milleous: As an award for your assistance in this matter, the Earth is spared. You may go. (The team gets teleported back to Earth)

Naming and Translations[]

Language Name Origin
French X = Ben + 2 X = Ben + 2
Hungarian X = Ben + 2 X = Ben + 2
Italian Alienics Alien X
Polish Obcy X Alien X
Portuguese (Br) X = Ben + 2 X = Ben + 2
Romanian X = Ben + 2 X = Ben + 2
Spanish (HA) X = Ben + 2 X = Ben + 2


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Swampfire
Tara Strong Attea
Kevin Michael Richardson Milleous
Warrior #1
James Arnold Taylor Raff
Kevin Conroy Bellicus
Warrior #2
Vicki Lewis Serena



  • The title directly references Alien X's conscience, consisting of Ben, Bellicus, and Serena.
    • X = Alien X, Ben = Ben, 2 = Bellicus and Serena.
      • Alien X = Ben + Bellicus and Serena.


  • The closed captions on the Ben 10 Alien Force: Volume 3 DVD misspell "Incursean" as "Incursian".
  • In some shots, Milleous' face is colored differently.
  • In one shot, the Incurseans are larger than usual.
  • When Ben scrolls through his aliens before transforming into Alien X, the holograms are smaller than usual.
  • Before Alien X fixes the dam, the background behind him changes between shots.
  • In one shot after Alien X fixes the dam, the Omnitrix symbol is missing from his body.
  • When the team runs into Milleous and Raff, the background between Kevin's hair is white.
  • In one scene, the mark on Kevin is black.
  • When SevenSeven shoots Swampfire, the latter has five fingers on each hand instead of four.
  • When Swampfire defeats the Incurseans, his face is red.


  • The episode's title is listed as X Equals Ben Plus 2 at the back of the Ben 10 Alien Force: Volume 3 DVD, as well as the Cartoon Network website.[CN 1]
  • It is unknown who hired SevenSeven to capture Attea.[DM 2]
  • The crew did not know that Cartoon Network considered this episode to be the Season 1 finale until they saw the ads on TV. The first 26 episodes were conceived and produced as one season.[DM 3]
  • The action sequence at the dam was storyboarded by LeSean Thomas.[LT 1]
  • This episode is Matt Wayne and Derrick J. Wyatt's favorite episode of Alien Force.[MW 1][DJW 1]
    • Matt stated that it was fun to write the interior scenes and really enjoyed the "goofy action stuff" with Gwen and Kevin driving the car around the Incursean ship, trying to get away from the Incurseans, while Alien X was immobile in the trunk. He has always thought that if the episode hadn't been promoted as a life-changing revelation, it would have been received as the fun, quirky episode it was supposed to be.[MW 1]


  1. The original synopsis provided on the Cartoon Network website erroneously reads: "The Incursians blame Earth for the kidnapping of Emperor Milleus' daughter, Attea. Raff, the Emperor's right-hand man, recruits Kevin to help them recover Attea before the Emperor uses the Conquest Ray to destroy the Earth. Ben transforms into Alien X but soon discovers his powers are too great to control. Ben must gain control over Alien X before Emperor Milleus can use the Conquest Ray to blow up Earth."[CN 1]


Crew Statements[]

T.J. Collins[]

Dwayne McDuffie[]

LeSean Thomas[]

Matt Wayne[]

Derrick J. Wyatt[]

Cartoon Network[]

Ben 10: Alien Force Episodes