Ben 10: Alien Force

Season 1 Episode 5

All that Glitters

Aired Friday 8:30 PM May 10, 2008 on Cartoon Network
out of 10
User Rating
58 votes

By Users

Episode Summary

The team heads out to find more allies to join them after receiving a message from Grandpa Max. Ben is relieved to find one, although he soon learns that his charms are much more deceiving than his looks.

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  • When the team encounters a likely-to be addition to their team, everyone but Kevin sees anyhting wrong with him. They soon find out Mike Morningstar is a young villain, hungry for energy and power.moreless

    Brilliant! When I saw the scene when Gwen was begging Kevin to ask her out, I was excited! This episode proved to be more exciting as it progressed. I was amazed with its plot. The writers are brilliant! This episode had every emotion in it. It was full of suspense, love, and hatred. This episode was also very serious in my opinion. It wasn't like any other Ben 10 or Ben 10: Alien Force episode! All the zombies, and energy absorbing scenes were a little creepy! The faces on those zombie girls proved that. I didn't want Mike Morningstar to be evil though. He would've been a great addition to the team. I can imagine him and Kevin fighting all the time! Overall, this episode was fantastic!moreless
  • New plamer kid, and new stuff between Gwen and Kevin, which I don't like...

    This episode is why I don't like new Ben 10... Gwen and Ben relationship.... I mean, she cares now more for Kevin then for her cousin, and same way back... It original Ben 10 they mess up with each other all the time, but when comes to fight they always take care for each other.... I know Ben was ocupied with another things but that happend before and he never acted this way.... I like that chemistry between Gwen and Kevin, but sometimes is too much, and too quick... And of course, I still miss old goofy Ben, dufis Gween and, most of all, old aliens and there sence of humor... They are so sirious now... I know they had to be, but I can't help it, I don't like it...moreless
  • Okay, so he wasn't the best villain, but at least this episode had GWEVIN!!!

    Well, the villain in my opinion was lackluster, but I enjoyed this epsiode because it was chock full of the only reason I watch this show, that's right, GWEVIN!

    Although it seems the storyline is going downhill slightly after the premiere, we got to see more Gwevin than we ever could have hoped for in an episode. The ending was the best, when Ben asked Kevin when he would ask Gwen out. Now that was hilarious! It made the whole episode to see that one scene. But that wasn't the only Gwevin moment, oh no, this episode was chock full of Gwevin moments! For that it gets an 8.7 from me.moreless
  • gwen ask kevin howcome he hasn't asked her, they meet a new guy with powers, kevin is jelous when gwen likes the guy, they discover that the guy is stealing power from the girls in town and plans to do the same to gwen, ben apologizes to kevin and gwenmoreless

    the episode starts with gwen asking kevin howcome he hasn't asked her out if its obvious that he likes her and she likes him, however he gets all upset and they have like a mini first fight, they are driving towards another plumbers location when they see a girl who causes a truck to crash in the highway, they guys play heroes, but when the girl is about to get hit with a car a mysterious guy comes to save her, gwen is attracted to the new guy and kevin is jelouse and ben immediately ask the guy to join the team, the new guy morningstar leaves a mysterious mark on gwens wrist, they later fight some girls in the power plant and kevin notices something way off with this guy so he takes ben along to break into his house and they notice the girl from the highway come to the house acting really weird, they go to check in on gwen and find she's in danger, in the end gwen saves the day, and ben apologizes to kevin and gwen for not being more focused on the teammoreless
  • When the team meets a plumbers kid with extraordinary powers, Ben is eager to put him on the team. So is Gwen, but this boy isn't what he seems.

    I thought this episode was awsome! I loved the Kevin/Gwen stuff. I'm just a sucker for the girl getting the guy jealouse. I thought that Ben could have had a bit of a bigger role in this. It was wierd that she was more concerned about Kevin than her cousin. I loved it, but it was a bit wierd. I loved the part when Ben said "Hey Kevin! When are you gonna ask Gwen out?" That part was really funny. My favorite part was the beginning when Gwen just plain asked Kevin why he hadn't asked her out. It was just to funny! I give this episode a 10!moreless
Paul Eiding

Paul Eiding

Truck Driver

Guest Star

Kim Mai Guest

Kim Mai Guest

Lucy/Zombie Girls

Guest Star

Kamali Minter

Kamali Minter

Trina/Zombie Girls

Guest Star

Trivia, Notes, Quotes and Allusions


  • TRIVIA (30)

    • When Michael shot Jetray out of the sky, Jetray wasn't fast enough to dodge it. This might be because he absorbed Gwen's energy, but the other time when Mike had already absorbed her powers, Jetray was fast enough to dodge it.

    • Ben was Jetray for only nine seconds when he fought against Mike. This is the shortest time he's remained as one of his aliens.

    • If Mike had sucked all the girls' energy, then they were probably at the power plant to get their own, which made the power at Mike's house go off.

    • Look Closely:
      The first time we see Mike's house, he has a large fountain in his front yard. The second time we see it, the fountain is gone.

    • Pay Attention:
      When Kevin and Ben were arguing in the car, Kevin was driving his car without looking at the road for a significant amount of time.

    • Pay Attention:
      When Trina walked up Mike's front door steps, she had no stars on her arm. Then when Kevin saw her arm, she had one. Seconds later when she walked into Mike's house she had numerous stars on that same arm.

    • When Kevin opened Mike's door by using his finger, the hole was thin enough for only a key. He still managed to stick his entire index finger in it, making it unknown whether he was able to shape his finger.

    • Pay Attention:
      When Kevin was pulling the truck driver out of the truck, the truck driver was wearing his seat belt and once Kevin pulled him out, the seat belt was gone. Kevin didn't even free him from his seat belt, but still managed to pull him out.

    • Look Closely:
      When the large sign on the bridge is first shown it has no writing on it. When it's shown for the second time it reads "North."

    • Look Closely:
      When the truck driver is first shown, he doesn't have his seat belt on. Seconds later after the accident, he has it on.

    • Pay Attention:
      In the beginning of the episode, when the three kids are discussing about the library, the girl is talking and her mouth and lips aren't moving at all.

    • Kevin says that Gwen, after discovering the mark on her arm, is wearing her sleeves lower than usual, but Gwen seems to be wearing them at normal length and the mark is not visible.

    • It seems the Omnitrix has a new weakness. If the damage or blow that Ben took while being in his alien form is severe, he is forced to turn back into himself. This was shown when Mike Morningstar blasted Jetray, and the blast was so hard that Ben was forced to turn back into himself.

    • Ben was Jetray for only nine seconds when he fought against Mike. This is the shortest time he's remained as one of his aliens.

    • Look Closely:
      When Ben and Kevin enter Morningstar's hideout, Ben's eyes are black and the number ten on his jacket isn't there.

    • Look Closely:
      When Mike is absorbing Gwen's power in his hideout, he absorbs her power while holding her sleeve instead of her arm.

    • Pay Attention and Look Closely:
      When Mike raises his hand to hold Gwen, he has nothing on his hand. Less than a second later, the circular mouth appears on his hand.

    • Pay Attention:
      When Gwen was fighting the zombie girls, she was weak, making her "magic" go from purple to black.

    • Pay Attention and Look Closely:
      When Gwen saves the family in the car and settles it down next to the accident, the truck that crashed is missing, and the column that was destroyed is perfectly fine.

    • Look Closely:
      When Kevin is driving on the bridge, it's a two-way road and has four lanes going seperate ways. When everyone gets out of the car, the road is a one-way road, and has four lanes going one direction.

    • Pay Attention and Look Closely:
      The star tattoos on all the zombie girls are made by some kind of circular mouth, with sharp teeth. The teeth make the pattern that appears to be a star. This is shown when the girl in the beginning knocks on a door and a mouth appears to have attacked her. It was also on Mike Morningstar's palm.

    • Pay Attention:
      When Trina's tattoo is seen, it has 8 points. Gwen's tattoo had 9 points. The other zombie girls had 11 points.

    • Mike Morningstar puts star tattoos in all of the girls he takes energy from.

    • Mike Morningstar is the third villain to come from the Plumbers in the Ben 10 franchise (the first in this series). The first two are Phil (Max's partner seen in "Truth") and Driscoll, aka the Forever King (a veteran ex-Plumber seen in "The Perfect Day" and "Ben 10 vs. The Negative 10" parts 1 and 2).

    • It appears when Kevin absorbs something it covers his skin, not become it. This was proven when we saw some sort of extra layer peel off Kevin. This extra layer was created after he absorbed properties from the floor.

    • Mike primarily absorbs energy from the opposite gender (in his case, female).

    • Look Carefully:
      When Kevin gets blasted by Morningstar his hair turns blond.

    • The affected girls have a strange dependancy on Morningstar, as if they were hypnotized.

    • Morningstar's last name connects to the "tattoos" all over the body of the girls.

    • Apparently, Mike Morningstar knew about Ben. He claims that he is a huge fan.

  • QUOTES (36)

    • Ben: It was my fault. I was in such a hurry to build our team, I ignored the danger. If I'm going to be a good leader, I'm going to need to show better judgement.
      Kevin: If you're going to be a good leader, you need to stop sounding like such a jerk.
      Gwen: Kevin!
      Ben: No, that's okay. He's right. I'm a jerk.

    • Ben: (talking to Kevin) Let's take a break from the crazy theories and just check on Gwen. Okay?

    • Ben: (Kevin is opening Mike's door) This is why you changed your mind about Mike going off with Gwen? So we could spy on him?
      Kevin: Yep!
      Ben: (yells at Kevin) Well, just stop!
      Kevin: He ain't right Ben. If you're not going to check him out, I am.
      Ben: You're doing the wrong thing Kevin. The old Kevin thing.

    • Kevin: (yelling at Gwen) Okay, what is up with you? You've been ignoring me ever since we got here, you were lousy in the fight, and now you're just acting goofy.
      Gwen: Why are you pretending to care? (walks away with Mike) Later!

    • Kevin: (talking to Gwen) What happened just now? You looked like you were going to faint.

    • Gwen: (energy is given off) Oh!
      Mike: Wow, that's never happened before.
      Gwen: Maybe it's because we both have powers?
      Mike: (looks the other way) That's a theory.

    • Trina: (knocking on Mike's door) Let me in! I need to see you... please. (door opens and the circular mouth attacks her)

    • Mike: (referring to zombie girls) Try not to hurt them. Maybe we can reverse this, whatever it is!
      Kevin: (gets attacked by a zombie girl) Try not to hurt... them?

    • Ben: So Kevin, when are you going to ask Gwen out?

    • Mike: (talking to zombie girls) Girls come here to me. Give me your power. Help me, feed me!(they go on top of him) Wait no! (screams, and then erupts)

    • Ben: (talks to Kevin) If Mike's turning those girls into creatures, then why isn't Trina one?
      Kevin: I don't know! Maybe it's like a vampire thing. Maybe it takes a while before they go all zombie.

    • Ben: (talks to Kevin) Fact is, you've been against Morningstar since the minute we met him.
      Kevin: (busy driving car) Yeah but at first it was just because he's an arrogant, bragging rich kid.
      Ben: Who Gwen likes more than she likes you!
      Kevin: Yeah some of that, but now Gwen's in trouble and you're too stuck on following your Grandpa's instructions to see it.

    • Kevin: (after seeing Trina's marks) I saw those same marks on that zombie girl who tried to tenderize me! Call me crazy, but is it possible Morningstar is the one making those girls this way?
      Ben: You're crazy.

    • Kevin: (referring to Mike Morningstar) I don't trust this guy. And I don't think you should've been so quick to make him one of the team.
      Ben: Admit it. You're just jealous because Gwen likes him.
      Kevin: You know what, it's fine.

    • Mike: (whispers to Gwen) We do make a good team.
      Gwen: (faintly) Uh, huh.

    • Ben: The energy drain is enormous. (points at blinking screen)
      Mike: Really?
      Ben: You said something strange was happening in town... this definitely qualifies.
      Gwen: If you need to check it out, we'll help.
      Mike: Thanks, we should.

    • Mike: (points at screen) I patched into the central Plumber's monitoring network. It's connected to everything: a global and interplanetary internet, earth-bound law inforcement frequencies, oh... and of course the badge communicator channel.
      Kevin: Communicator channel?
      Mike: Yeah, you did know the badges were communicators didn't you?

    • Mike: (holds door open) After you. (lets Ben and Gwen in, and slams the door in Kevin's face)
      Kevin: (holds his nose) Aggh...nice.

    • Ben: Let me see your Plumber's badge. (Kevin hands him his Plumber's badge) Each of these blimps shows the location of another badge.
      Kevin: Yep.
      Ben: And where there's a Plumber's badge, we'll find a Plumber. Or at least a Plumber's kid. (demands) Come on, you're driving.
      Kevin: (asks Gwen) Come on, you coming?

    • Kevin: (Ben's listening to Grandpa Max in the hologram) You know, my dog used to gnaw on this spot on his butt, over and over. The vet made us put a cone around his neck.(Ben ignores him)
      Ben: (turns off holoviewer) At least he does. I'm not the one you're mad at.
      Kevin: Cut me a break here. Want to go fight some aliens or something?

    • Kevin: (lights turn off, and turn back on) Forgot to pay your electric bill?
      Mike: The electricity has been a little undependable lately. No worries, my backup generator kicked in.
      Ben:This isn't a brown out.

    • Mike: Why use your powers to help people when you can use them to get whatever you want? All I ever wanted was power and then you brought me Gwen. Guess I should thank you. (looks up at the vent) I know the perfect thing.
      (about to blast the air vent when Gwen stops him)
      Mike: What are you doing?
      Gwen: Coming to my senses! (Grabs him and takes her power back)

    • Kevin: (takes Mike's Plumber badge) You don't deserve this. (crushes it with his hand)

    • Mike: From the moment I touched you Gwen, I knew you were the only girl I'd ever need.

    • Mike: Are you all right?
      Gwen: I don't know. I felt weak for a second. I feel better now.
      Mike: Here hold my hand. Use my energy.

    • Chromastone: Chromastone! (zombie girl tries to electrocute him) That's not going to work. I'm a conductor.

    • Ben: (zombie girls walk towards them) The girls here, are kinda weird.
      Mike: They're wearing the uniform from my school, but I don't recognize them.

    • Ben: (takes lock) Stay sharp. We've got company.
      Mike: Sounds like the buzzing sound you hear in old monster movies.
      Kevin: Anytime you hear a sound and your only reference is monster movies, it's a good idea to walk the other way.
      Ben: Good rule of thumb.

    • Ben: You know what I'm thinking?
      Kevin: I know what I'm thinking.
      Ben: (walks over to Mike) You should join our team.

    • Humongousaur: (holding bridge) Get everyone down. I can't hold this much longer.
      Gwen: (Trina walks into the highway) The girl!
      Kevin: Ben!
      Humongousaur: Hands full!

    • Ben: Gwen might have caught the bug that these girls have.
      Kevin: Yeah, and that bug's name is Mike Morningstar.

    • Ben: What's there to know? He's got the power, he's got the gear...
      Kevin: (referring to Mike) He's got a sparkly trail when he flies?

    • Mike: Whoever you guys are, whatever you are, thanks. Something strange has been happening to the girls at our school lately.
      Ben: Glad to help. We made a good team out there. (looks at Mike's badge) You've got a Plumber's badge.
      Mike: Yeah, my dad gave it to me. You guys know about the Plumbers?
      Kevin: At this point, we may as well be them.
      Ben: I'm Ben. This is Kevin, and my cousin, Gwen.
      Mike: Wait. Ben as in Ben Tennyson? (surprised) I'm a huge fan of yours! But, I heard you disappeared! I'm Mike Morningstar.

    • Trina: (panicking) I... I have to get out of here! I was running and I...
      Mike: It's okay, Trina. You're safe now. These guys saved you.
      Ben: Your friend's the one who saved you. He's just being modest.

    • Gwen: Plumber. Plumber, Plumber, Plumber... (looks at Kevin) You ever notice that if you ever say a word enough times, it loses it's meaning? (pause) Like a chance to ask someone out. Every time that chance comes along it has less and less meaning until you don't have the chance anymore at all.
      Kevin: Well, for crying out loud!
      Ben: Are you guys having a fight?

    • Kevin: (referring to Ben) Think we should be worried about him? He's been watching that thing for hours. (sips drink; looks at Gwen) Problem?
      Gwen: Why haven't you asked me out?
      Kevin: What?
      Gwen: You heard me. We spend all of our time together and you obviously like me.
      Kevin: (scoffs)
      Gwen: You do! I see you mooning at me when you think I'm not looking.
      Kevin: Mooning?
      Gwen: And I like you... most of the time. So I'm asking you again.
      Kevin: See, that's the problem. You're asking me. A guy does the asking.
      Gwen: Well, when?
      Kevin: Don't push me.
      Gwen: (mocks) Don't push me.

  • NOTES (9)

    • Mike Morningstar says that his mom and her new husband live in the main house while he lives in his. Since it is unlikely the alien parent would leave him, it begs the question, given their parasitical powers, and how much money they have, what happened to the old husband, and how many there have been.

    • Mike Morningstar's Plumber badge was given to him by his father.

    • Alien Encounter!
      Jetray's second appearance in the series.

    • Main Villain(s):
      Mike Morningstar.

    • Alien Encounter!
      Humongousaur's second appearance in the series.

    • Mike Morningstar - Villain Bio:
      Mike Morningstar is a Plumber kid that the team encounters after they get themselves busy saving the town. He appears to have an ability to absorb energy, and claim it as his own. As a leech, he grows mad with power. Soon enough, Ben finally realizes that Kevin's speculations about him are true.

    • Chromastone - Alien Bio:
      Chromastone is an alien composed of a body made with one of the strongest materials found in the galaxy. He has the ability to absorb energy, and rebuff it as his own. With a body like that, he is nearly indestructible.

    • Alien Form(s) Used:
      1) Humongousaur
      2) Chromastone
      3) Jetray.

    • Alien Encounter!
      Chromastone's first appearance in the series.


    • The "zombie girls," may be a reference to a Japanese tale. When the first man, Izanagi's, wife, Izanami, died, he followed her to a cave where he sees her appearance has altered drastically, much in the same way the girls have in the episode. In the end, when the girls attack Mike, this could allude to Izanami and other dead women trying to keep Izanagi from escaping.

    • Morningstar - Name:
      In Latin, the word "Lucifer," meaning "Light-Bringer" (from lux, lucis, "light," and ferre, "to bear, bring"), is a name for the "Morning Star" (the planet Venus in its dawn appearances).

    • Morningstar - Emplate:
      Morningstar's ability to absorb life energy and power through mouths on his hands is similar to Marvel Comics' "Generation X" super-villain, Emplate.

    • Allusions From Previous Aliens:
      Chromastone's abilities, so far, seem to be a mix of Diamondhead's rock-hard body and Benvicktor's conductivity.

    • All that Glitters - Title:
      "All that Glitters isn't Gold," is the saying which means things are not always what they seem.

  • 10:00 pm