Ben 10

A Change of Face

Season 3, Ep 3, Aired 12/9/06
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  • Episode Description
  • Dressed as Pilgrims, to honor their history, while in the streets of Salem, MA, Ben, Gwen, and Grandpa Max witness an explosion of a nearby building. But when Ben rushes to the rescue, Charmcaster is there waiting with a spell to take over Ben's body and the Omnitrix. Only things go awry and Gwen and Charmcaster switch bodies. Gwen goes to prison and the sorceress is brewing a plan to gain the Omnitrix. Now Gwen must find the way to get out of prison, alert her family against Charmcaster, and get her own body back using every trick up her sleeve... or Charmcaster's.moreless

  • Cast & Crew
  • Meagan Smith

    Gwen Tennyson

  • Paul Eiding

    Grandpa Max

  • Tara Strong

    Ben Tennyson/Upgrade

  • Kari Wahlgren


  • Dee Bradley Baker


  • Fan Reviews (7)
  • good episode.

    By tenn99_23, Mar 26, 2008

  • This is my favorite Ben 10 show ever. Even that Charmcaster is not a good girl. She is in a three tied for the number one spot in my best of the best of ben 10, She is tied with Ben and Gwen.

    By Charmcaster1, Mar 08, 2007

  • Charmcaster needs Ben's body to do what?!

    By Corraine, Feb 17, 2007

  • Charmcaster returns with a plan to switch places with Ben and take control of the Omnitrix.

    By trm6, Jan 20, 2007

  • Charmcaster is back. =]

    By xlA_V_A_T_A_Rlx, Dec 10, 2006

  • Trivia & Quotes
  • Quotes (34)

    • Ben: (in Gwen's body; sniffed his hands) Strawberry hand lotion? (licked his lips) Peach lip gloss? Why would someone want to smell like a fruit salad?

    • (officer pushes Gwen into a cell) Gwen: (in Charmcaster's body) But I'm innocent. You have the wrong person.

    • Gwen: (in Charmcaster's body) I can't let you do that, Ben. Once you go hero, you'll kick my butt without listening to what I need to say.

    • (Gwen, Pinky & Missy are cleaning the dining hall) Ugly Server: And when you finish here, someone gets to buff my bunions. (goes away) Pinky: Ha! Small price to pay to see the look on crab trees' face when she fell into that trash can. You're all right, princess. Look, whenever you need anything-- Gwen: (in Charmcaster's body) Actually, what I need is to find a way outta here. Missy: Armed guards in every exit. No way you could have... (Gwen interrupts by seeing a drain hole) Gwen: (in Charmcaster's body) Hey, I think I found a way out, but we'll need a distraction. Pinky: No problem.

    • Grandpa Max: Ooh, Sea Urchin eggs. Those must have been expensive. Charmcaster: (In Gwen's body) Not really. I sweet talked them into giving me a deal.

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    Notes (22)

    • Gwen started to learn magic, but in Charmcaster's way.

    • Omnitix Malfunctions: XLR8-Diamond Head Four Arms-Cannon Bolt

    • Stinkfly becomes the ninth alien to wear clothes other than Ben's usual shirt. (Upgrade, Grey Matter, Diamond Head, XLR8, Heat Blast, Wildvine, Wildmutt, Ripjaws all in "Back with a Vengeance").

    • This is the second time someone wants to take over Ben's body and use the Omnitrix, the first time was in "Ghostfreaked Out."

    • This is the second episode where Gwen becomes an alien. The first was in "Gwen 10."

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    Trivia (14)

    • Think Back: It was revealed in "Grudge Match" that Stinkfly's goo is flammable, but as in "Tourist Trap" Stinkfly uses it to put out the fire.

    • Listen Carefully: When Gwen switched bodies with Charmcaster, their bodies still have their voices (meaning when Gwen was in Charmcaster's body, she had Charmcaster's voice and vice versa). But when Gwen and Ben switched bodies, Ben has his own voice in Gwen's body and vice versa.

    • If Charmcaster had switched bodies with Ben, there would be no possible way to switch back and thus Charmcaster would be the victim of her own plan, as Ben cannot perform magic. It was revealed in this episode the body and the soul share the magical aura and both are needed to use magic. However, it is stated in the enhanced version that Ben does have an aura to speak of, which may be due to him being part-Anodite, as revealed in the Alien Force episode "What Are Little Girls Made Of?"

    • Look Closely: When Gwen (in Ben's body) turns into Cannon Bolt, the Omnitrix had a yellow flash instead of green.

    • Look Closely: When Charmcaster's bag falls into the ocean, the strap is seen to be whole, but when it's shown sinking into the water, the strap is broken.

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    Allusions (5)

    • Characters Switching Bodies Every great cartoon has an episode where a hero and a villain switch bodies. Most recent as of this episode's first airing is Justice League Unlimited's "The Great Brain Robbery," where Flash and Lex Luthor switch bodies.

    • Diamond Head: Iceman's Traveling Style While Diamond Head is chasing the truck using crystal projectiles as a slide, it is quite similar to Iceman from Marvel, who uses his powers to travel on his slide.

    • Charmcaster: Edward Taylor The line "come into my parlor, said the spider to the stinkfly" comes from a poem by Puritan poet Edward Taylor. The only difference is that it uses "fly" instead of "stinkfly."

    • Switching Places: Face-Off This episode is reminiscent of the movie Face-Off. At least, the part where Ben and Gwen switch bodies.

    • Episode Title: A Change of Face This title is like the saying, "a change of pace."

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