Ben 10

Season 3 Episode 3

A Change of Face

Aired Saturday 10:00 AM Dec 09, 2006 on Cartoon Network
out of 10
User Rating
50 votes

By Users

Episode Summary

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

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  • good episode.

    While Ben and family are visiting Salem, Massachusetts, Charmcaster attacks in an attempt to switch bodies with Ben; however, Gwen interferes, causing Charmcaster to switch with her instead. Gwen gets arrested in Charmcaster's body while Charmcaster stays with the unaware Ben and Max and tries to cook up another body-transfer spell. Gwen escapes from jail and returns, convincing Ben of the truth before Charmcaster tries again. However, Charmcaster manages to swap their bodies once more, ending with Charmcaster in her true body while Gwen and Ben have switched. The two swap back as a result of Charmcaster's third body-swap spell and Cannonbolt defeats Charmcaster. Gwen takes Charmcaster's spellbook during the fight for her own use.moreless
  • 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.moreless

    I love this show very much. That it is my favorite Ben 10 show ever in the history of the U.S.A. Charmcaster trying to swith with Ben. But got Gwen. Charmcaster tries again but she is back in her own body. But now Ben and Gwen switch. Charmcaster makes a tries again for the thrid time she failed and Ben and Gwen are back in their own bodies. Then Gewn took Charmcaster's spell book as her prize.moreless
  • Charmcaster needs Ben's body to do what?!

    Charmcaster wants to switch bodies with Ben just for the Omnitrix?Can't she just try a spell to take the Omnitrix out of Ben's DNA?Oh yeah,she can't take it off because its merged with Ben.This episode may be good but what's the reason for Charmcaster to use Ben's body to destroy cities when she's gonna end up in jail?I keep asking too many questions.I have no idea about Hex's disappearence.Gwen in prison?!She's probably was happy to be in Charmcaster's body because of all the magic between her.Magic isn't my special side.Gwen was soooooo intrested in magic sooooo much that she could even control magic in Charmcaster's body.But this episode was between good and great.moreless
  • Charmcaster returns with a plan to switch places with Ben and take control of the Omnitrix.

    This episode was both funny and weird. I like Charmcaster, and was thrilled when I heard she was coming back, but I thought this episode would be a little better than what it actually was. I didn't care for the jail scenes where those girl thugs were calling Charmcaster 'princess' and picking on her. I did like the part where Ben and Gwen accidentally swtiched bodies. It was funny to see Gwen try to work the Omnitrix to stop Charmcaster from carrying out her plans. I also liked the parts where Grandpa Max was trying to figure out who was who and then eventually gave up trying to guess.moreless
  • Charmcaster is back. =]

    I like Charmcaster. I think she is an awesome witch. This episode had everyone switching bodies, which I thought was trying to prove a point to younger viewers. The point is: don't judge people because you DON'T know what they go through each day and I 100% agree with it. This episode had many funny moments and overall was pretty good. I watch Ben 10, but haven't seen the past few episodes (mostly because I didn't know when it was on), but now I do and I hope to continue to remember to watch it. Overall, this was a pretty good episode of Ben 10!moreless
Meagan Smith

Meagan Smith

Gwen Tennyson

Paul Eiding

Paul Eiding

Grandpa Max

Tara Strong

Tara Strong

Ben Tennyson/Upgrade

Dee Bradley Baker

Dee Bradley Baker


Fred Tatasciore

Fred Tatasciore

Ripjaws/Cannon Bolt

Jim Ward

Jim Ward

Diamond Head/XLR8/Wildvine

Tara Strong

Tara Strong

Female Guard

Guest Star

Kari Wahlgren

Kari Wahlgren


Guest Star

Kim Mai Guest

Kim Mai Guest


Guest Star

Dee Bradley Baker

Dee Bradley Baker

Thief #2/Ugly Server

Recurring Role

Fred Tatasciore

Fred Tatasciore

Vendor/Thief #1

Recurring Role

Trivia, Notes, Quotes and Allusions


  • 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.

    • Pay Attention: When Gwen-as-Charmcaster sics the charm bugs on Pinky, Pinky's lackey and three other girls gang up on Gwen. When the bugs attack the other girls and they run away, Pinky's lackey is still in the group, but the other three have all morphed into different girls.

    • So, the police know enough about mages to gag Charmcaster, but they don't take away her little charm bombs or spellbook? It's entirely inconsistent.

    • Since Charmcaster retained her magical powers, it was presumed that Hex still has his powers as well. This is confirmed in "Don't Drink the Water".

    • Pay Attention: When Charmcaster, with Gwen in her body, gets arrested, the police officer said she's heading to a maximum security facility. When she arrives at the maximum security facility, there is almost no security, and all prisoners are allowed to keep their normal clothes on, instead of prison clothes.

    • Look Closely: Gwen reaches inside Charmcaster's right sleeve and holds and hides the eggs with her left arm. Later, she reaches inside the left sleeve and holds the book with the right arm.

    • Look Closely/Think Back: Charmcaster's doll dogs appear smaller in this episode, while in "Tough Luck" they appeared larger.

    • Think Back: In "Gwen 10," Gwen was able to control the Omnitrix better than Ben, but in this episode, she was worse than Ben. Ben himself managed to make something useful out of Gwen's physical fitness.

    • When Gwen and Charmcaster switch bodies, their voices don't switch bodies, but later when Ben and Gwen switch bodies, their voices changed bodies as well. If the voices didn't switch the first time, why did they switch with Ben and Gwen?

    • Pay Attention: When Charmcaster-in-Gwen gets off the truck to buy more ingredients, she leaves the rest on the truck.

  • 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.

    • Pinky: So, what are you in for, princess? Wearing your Halloween costume in the summer?
      Missy: Ha ha! Good one, Pinky.
      Pinky: Shut up! (goes to Gwen-in-Charmcaster's body)
      Pinky: Only two rules here. Rule one: I'm in charge, so what I say goes.
      Gwen: (in Charmcaster's body) And rule number two?
      Missy: Obey rule number one... or else.

    • Charmcaster: (In Gwen's body) Don't worry, Gwen, I'll keep your family safe... and that watch.

    • Ugly Server: (to Gwen-in-Charmcaster's body) Troublemaker. Well, you'll be scrubbing pots and pans till those pretty, little hands fall off.

    • Gwen: (in Charmcaster's body) What an intresting color. Say, you wouldn't have anything that's organic, would you?
      Ugly Server: Sure thing. (puts her finger in her ear) I grew this myself. (puts earwax on Gwen's plate, making her nearly throw up) Make sure you come back for more.
      (Gwen walks away)
      Ugly Server: Plenty more where that came from.

    • Gwen: (to Charmcaster) You want an out-of-body experience? Try this! (punches her)

    • Charmcaster: Ahh, I love being a witch!

    • Grandpa Max: I hope you two learned something about appreciating each other.
      (short pause)
      Ben & Gwen: Nah!

    • Cannon Bolt: (Gwen's voice) You really should respect your elders.
      Charmcaster: I don't respect anybody.

    • Ben: How dumb do you think I am?
      Gwen: (in Charmcaster's body) I don't have time for trick questions!

    • Gwen: (in Charmcaster's body; turns the pages) Body transference spell. So that's how she did it. But why would Charmcaster switch bodies with me?Unless she didn't want to switch with me... Ben! She wanted to switch with Ben, that way she could get the Omnitrix.
      Missy: Yo, Princess, what you got there? You've been holding back on us.
      Pinky: (stops Gwen) What do you have to say for yourself, Princess?
      Gwen: (in Charmcaster's body) Ah, just this. FOOD FIGHT! (throws her lunch to them)

    • Pinky: If I ever see you again, Princess, I'm gonna introduce you to all 10 of my friends here!

    • Charmcaster: Transfera identica. Transfera identica. (traps Stinkfly; pulling him, Gwen got in the way and pushed Stinkfly out of the ball; the ball came closer to Charmcaster) No! Not you.

    • (the robbers jump in the truck and drive away)
      Charmcaster: (in Gwen's body) My ingredients!
      Ben: This looks like a job for XLR8. (transforms into Diamond Head)
      Diamond Head: Diamond Head? Ah, man, I have a need for speed.

    • Ben: (in Gwen's body) Hurry up and go Four Arms!
      (Gwen (in Ben's body) transforms into Cannon Bolt)
      Cannon Bolt: (Gwen's voice) Whoa, this is kind of cool!
      Ben: (in Gwen's body) I said Four Arms, not Cannon Bolt!
      Cannon Bolt: (Gwen's voice) Give it a rest, doofus. It's not like you're much better at working this thing than I am.
      Ben: (in Gwen's body) All right, all right!

    • Grandpa Max: (to Gwen) Oh, well, judging from this list of ingredients, whatever you're cooking up is going to be very exotic.
      Ben: Translation: it'll taste like barf.

    • Female Cannon Bolt: Whoa, gotta give Ben credit, This alien hero stuff is a lot tougher than it looks.

    • (Cannon Bolt destroys the last of Charmcaster's minions)
      Grandpa Max: All right. Nice job, Gwen!
      (the Omnitrix beeps and Cannon Bolt reverts to Ben)
      Ben: Grandpa, it's me, Ben!
      Grandpa Max: Okay, that's it. I give up.

    • Charmcaster: I think I'll turn into that fire alien first. With my spells funneled through that alien body, Salem Mass is gonna get burned.

    • (Gwen (in Ben's body) kicks Ben (in Gwen's body) in the butt)
      Ben: Ow! Hey, that hurt!
      Gwen: Quit complaining. You should be happy. You're kicking my butt.
      Ben: Since you put it that way...

    • Grandpa Max: You won't get away with this!
      Charmcaster: Said the old man hanging from the yardarm. Oh, and your cooking stinks.
      Grandpa Max: It does?

    • Grandpa Max: Wait a minute. If you're Ben and you're Gwen, then I'm... uh... really confused.

    • Charmcaster: (in Gwen's body) What's she doing here?
      Ben: She says you're not you and she's not herself, but that you're each other. At least, that's what I think she's saying.
      Grandpa Max: Gwen, is this true?
      Gwen: (in Charmcaster's body) She's not Gwen!
      Charmcaster: Who are you guys going to believe, this liar or your own eyes?
      Gwen: All right. If you're Gwen, then you should know the name of the teddy bear Ben sleeps with?
      Ben: Hey, Furry Freddy has his own bed! It just happens to be next to mine!
      Gwen: You just gave her the answer, you dweeb! Did you parents send you to doofus school or were you born like this?
      Ben: Gwen? It really is you!
      Gwen: Duh, that's what I've been saying.

    • Grandpa Max: Now, just because she wants to follow in her grandfather's culinary footsteps doesn't mean she's weird, Ben.
      Ben: (sarcastic) Oh, no. Of course not.

    • Charmcaster: "Come into my parlor," said the spider to the Stinkfly.

    • Ben: Grandpa, can I please change now?
      (a nearby building explodes)
      Crowd: Fire!
      Grandpa Max: Ben, you can go ahead and change now.
      Ben: Goodbye, zero. Hello, hero. (activates Omnitrix; transforms into Stinkfly)

    • Ben: I feel like a dweeb.
      Gwen: That's because you are a dweeb. Now you're just a pilgrim dweeb.

    • Stinkfly: (looks at himself) Oh, great. Now I look like an alien dweeb!

    • Ben: (sighs) It feels good to be back in my own socks.

    • Gwen: (in Ben's body) When was the last time you changed your socks?

  • NOTES (22)