Ben 10

Season 1 Episode 1

And Then There Were 10

Aired Saturday 10:00 AM Dec 27, 2005 on Cartoon Network



  • Trivia

    • Look Hard: Near the end of the episode, half dome hill is is seen in the background, this means that the first stop on their trip is a Yosemite.

    • Pay Attention/Outside Knowledge: Ben (as Heatblast) mentions playing Little League in the fall; however, Little League plays its games in the spring and summer.

    • When Ben turned into four of the aliens, he should have noticed the Omnitrix's symbol. Wasn't he at least eager to know what would happen if he touched it?

    • Look Closely: When the Omnitrix first shows the silhouette of Heatblast, the two lights on the top right corner of the Omnitrix faceplate aren't green like they're supposed to be.

    • Look Closely: Ben's eyebrows keep changing from black to brown, which actually turned into a running gag in the whole series.

    • Listen Carefully: Wildmutt's roar during the opening sequence sounds WAY different from other episodes; it had more of a squeal to it.

    • Look Closely: After Grandpa Max says Ben is not a monster; he's an alien, the silver part on Heatblast's Omnitrix symbol is red.

    • Ben started the forest fire not very far from the impact site. If his grandfather could see the smoke from the fire, he certainly should have seen the crash of the "meteor" (or at the very least heard it).

    • Look Hard: If you look closely at the opening sequence (and the next episode), you see that XLR8's hands are badly drawn. This changes in the episode "The Krakken" (where the clip takes place), and changes once again in the next few episodes.

    • Listen Carefully: A Stargate sound effect is used. When Heatblast points his finger to shoot fire, it makes the same sound as a chevron dialing on the Stargate.

    • Look Hard: There is a small blue Saturn ornament hanging from the rear view mirror in the RV.

    • Look Closely: Throughout this entire episode, Gwen's hair clip and earrings change color. These are the colors that they change to:

      1) Mauve
      2) Light Blue
      3) Dark Blue
      4) Pink
      5) Light Purple
      6) Dark Purple

    • Pay Attention: Gwen is wearing a long-sleeved shirt despite it being summer.

    • The show contains several references to Ben himself and the show, such as:

      Name: Ben. If the letter "B" is changed for a "T," we have "Ten." Also, his last name is "TENnyson."
      Age: Ben is TEN years old.
      Omnitrix: And what gives the name to the show, the power of the Omnitrix that gives Ben the ability to transform into TEN different aliens.

    • Look Closely: Throughout the episode, the large green button on the right side of the Omnitrix will disappear on occasion. It will then reappear in later scenes.

    • Look Hard: There is a picture of a cash register on the first bully's shirt.

    • Look Hard: In the opening scene at the school, a quick eye will notice that the stripes on the flag are in the wrong order. There should be seven red stripes and six white stripes. Instead, those numbers are reversed. The only flag to feature more white stripes than red is the Bennington Flag. This was repeated in "The Unnaturals" and "Goodbye And Good Riddance."

    • Running Gag: All of Ben's alien forms have four (or fewer) fingers. Many cartoon characters, notably the funny-animal kind like Felix the Cat and Bugs Bunny were designed with four fingers because it was simpler to animate.

    • Look Hard: Grandpa Max's RV's license plate reads "S81Z1M."

    • Look Closely: While Grandpa, Ben, and Gwen are riding in the RV on the road, they go under a bridge. However, since the RV's satellite antennas seem to be tall, they appear to go through the road on the bridge above instead of under it.

  • Quotes

    • (Vilgax's ship is chasing the smaller blue ship)
      Robotic Lieutenant: Hull damage: 20 percent, but the system's still operational.
      Vilgax: I have come too far to be denied. The Omnitrix shall be mine, and there is not a being in the galaxy that dares stand in my way.

    • Ranger: (As Diamond Head fights the giant robot) What is going on here?
      Gwen: You probably wouldn't believe me if I told you. Now come on.
      (The ranger hesitates, but runs once the giant robot throws Diamond Head into his truck)

    • Robotic Lieutenant: Their propulsion systems have been destroyed.
      Vilgax: Prepare to board. I want the Omnitrix, now!

    • (Two bullies back Jamie into a tree)
      Bully #1: Normally, we'd take your money and beat you up. But since it's the last day of school, we're going to give you a break. Now fork over the cash so we can get out of here.
      Ben: Leave him alone!
      Bully #2: Get lost, shrimp.
      Ben: I said, back off!
      Bully #1: Oh, looks like we got us a hero. Suppose we don't wanna back off?
      Bully #2: What are ya gonna do about it, Tennyson?
      (The three stare intently, then Ben attacks; Ben ends up hanging from a tree with Jamie)

    • Diamond Head: (Pointing to his chest, taunting the giant robot) C'mon. Burn one in here.
      Grandpa Max: Get out of there. Run!
      (Giant robot blasts Diamond Head)
      Diamond Head: (Reflects blast) What comes around goes around. Let's see how you like it, ya techno-freak. (Cuts giant robot in half with reflected blast)

    • Diamond Head: (After seeing giant robot) Looks like papa robot this time. I'll get gear-head's attention, you guys get the campers to safety.
      (Giant robot picks up the ranger)
      Diamond Head: Leave him alone! You want someone to pick on, try me.

    • Ranger: (On radio) Mayday. Mayday! Somebody, help us! We're under attack by some sort of, I know you're not going to believe me but, robot.
      Ben: Sounds just like those things that attacked me. Must be looking for the watch. Those people are in trouble because of me. I think I can help them.
      Gwen: Uh, you? What are you gonna do about it, Tennyson?
      (Ben looks at Omnitrix and then smiles)

    • Ben: (After destroying first drone) Yes!
      (Second drone arrives)
      Ben: Whoa. Not good.
      Gwen: (Hits drone with shovel) Ugh! Back off, sparky. No flying tree-trimmer is going to hurt my cousin. (Hits drone several more times)
      Ben: Never thought I'd say this, but am I glad to see you.

    • Ben: (Referring to the Omnitrix) Look, if I can figure this thing out, maybe I can help people. I mean, really help them, not just, you know, make things worse.

    • Vilgax: (To Robotic Lieutenant) What do you mean it's not there? This battle nearly cost me my life, and you say the Omnitrix is no longer on board the transport?
      Robotic Lieutenant: Sensors indicate a probe was jettisoned from the ship just before boarding. It landed on the planet below.
      Vilgax: (To another nearby robot) Go. Bring it to me.

    • Grandpa Max: (After learning that Ben is Heatblast) Ben? What happened to you?
      Heatblast: Well, when I was walking this meteor...
      Gwen: (Cuts Heatblast off) Um, excuse me. Major forest fire burning out of control, remember?
      Heatblast: What do we do?
      Grandpa Max: Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?
      Heatblast: Shooting flames, I can definitely do.

    • Gwen: (After learning that Ben is Heatblast) Ben? Is that you? What happened?
      Heatblast: Well, when I was walking this meteor fell from the sky and almost munched me, except it wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire.
      Grandpa Max: (Running up) Gwen, are you alri... (Sees Heatblast) What in blazes?
      Gwen: Hey, Grandpa, guess who.
      Heatblast: It's me, Grandpa.

    • (Gwen sprays Heatblast with fire extinguisher, sees what he is, then screams)
      Heatblast: Look, I know I look weird, but there's no reason to be scared.
      Gwen: (Hits Heatblast with fire extinguisher and sprays him again) I don't know what you are, but you'll stay down there if you know what's good for you.
      (Heatblast lights her shoe on fire and laughs)
      Gwen: Ow! (Puts her shoe fire out) I warned you.
      Heatblast: Don't even think about it, freak.
      Gwen: Ben?

    • Ben: I think this is gonna be the best summer ever.
      Grandpa Max: Absolutely.
      Gwen: Certainly going to be interesting. So, where'd you go anyway?
      Ben: Just had to take care of a couple of things before our vacation really got rolling.
      (Scene switches to the two bullies hanging from a tree)
      Bully #1: Dude, how'd we get up here?
      Bully #2: Uh, I'm not sure. It all happened so fast.
      Bully #1: Hey, somebody? Anybody? Little help up here, please.

    • Heatblast: (Sees a nearby tree) Oh, yeah. Un huh. Here goes. (Shoots fireball at tree) That's what I'm talking about. (Forms a larger fireball) Liking it. (Throws fireball, starting a forest fire) Wait! Stop! Uh oh. (Tries to put out fire) Oh, man. I'm gonna get so busted for this.

    • Grandpa Max: Hmm. Ben's been gone a while. Well, I guess he can't get into too much trouble out here.
      Gwen: Unless he wound up bear food.
      (Grandpa Max frowns at her)
      Gwen: Hey, I can dream, can't I?

    • Grandpa Max: Where's Ben?
      Gwen: I haven't seen him since breakfast.
      (XLR8 runs up)
      Grandpa Max: Ben?
      XLR8: Yep. Hey, check this out. (Puts away all their stuff in a few seconds) Pretty fast, huh? (Transforms back to Ben)

    • Vilgax: Failure? Unbelievable! The puny earth being that is keeping the Omnitrix from me will soon hang on my trophy wall.

    • Ben: (To Gwen) Okay, I have a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?
      Gwen: Some rice cakes and hard candy.
      Ben: Think we can make them last the whole summer?
      (Both Ben and Gwen sulk)

    • (Ben & Jamie are hanging from a tree)
      Jamie: Thanks a lot.
      Ben: I was just trying to help.
      Jamie: Next time you wanna play hero, make sure you can back it up.
      Grandpa Max: (Drives up) Come on, Ben. Let's go. We're burning daylight. I want to make it to the campsite by nightfall.
      Ben: Uh, Grandpa, a little help here?

    • Ben: Aw, man. This is gonna be the worst vacation ever. I might as well have gone to summer school.
      (ball transporter goes over head)
      Ben: Whoa! A shooting star!
      (transport comes down where he is; Ben screams and jumps out of the way, then goes over to the transport)
      Ben: Looks like a satellite or something. (falls into the crater next to the transport) A watch. What's a watch doing in outer space?
      (Omnitrix jumps on his wrist)
      Ben: Get off me! Get off, get off!

    • Ben: (activates Omnitrix) Yeah. (starts turning Omnitrix) Eenie, meany, miney, here goes. (presses in Omnitrix and turns into Diamond Head)

    • Diamond Head: (standing in front of Gwen; cuts through the falling tree) So, we even?
      Gwen: (nods) Even.

    • Gwen: (referring to Diamond Head) So, what can this guy do?
      Diamond Head: I don't know, but I bet it's gonna be cool.

    • Grandpa Max: I was worried that you might get popular with that thing on your wrist. That's why I asked you not to fool around with it until we know what the heck it is.
      Ben: (about the Omnitrix) Sorry, Grandpa, but at least I figured out how to make it work. All you have to do is press this button, then, when the ring pops up, just twist it until you find the guy you wanna be. Slam it down, and BAMO! You're one of ten super cool alien dudes!
      Gwen: What about staying a super-cool alien dude and not transforming back into plain-old pizza face.
      Ben: I kinda haven't figured that part out yet.
      Grandpa Max: With a device as powerful as that watch clamped on you, my guess is we better help you learn... fast.
      Ben: Alright!

    • Gwen: (referring to Wildmutt) Ew! This thing's even uglier than you are normally! Bow wow, put a flea collar on this mutt.
      (Wildmutt roars)
      Gwen: And no eyes? What good is this one? It can't see. (tries to hit Wildmutt with a stick, Wildmutt jumps onto the RV) Okay. So maybe it's not a total loser.
      (Wildmutt jumps in front of her)
      Gwen: Ew, two words: breath mints.

    • Gwen: So, what did it feel like going all alien like that?
      Ben: It freaked me out, at first. It was like I was me, but it was also like I was somebody else. (Omnitrix pops up) Hey, I think I figured out how I did it. Should I try it again? Just once?
      Gwen: I wouldn't.
      Ben: No duh, you wouldn't. (activates Omnitrix)

    • Heat Blast: I don't wanna be fire guy forever. How am I suppose to play Little League this fall if I charcoal the ball every time I catch a pop-fly?
      Grandpa Max: Don't worry, Ben. We'll figure this thing out.
      (the Omnitrix beeps and Ben reverts to human form)
      Ben: Aha. I'm me again.
      Gwen: Aw, too bad. I liked you better when you were a briquette.

    • Grandpa Max: And you say that this watch just jumped up and clamped onto your wrist?
      Heat Blast: Hey, this time it wasn't my fault. I swear.
      Grandpa Max: I believe you, Ben.
      Gwen: Think he's gonna stay a monster forever?
      Grandpa Max: He's not a monster, he's an alien!
      (Heat Blast & Gwen stare at him suspiciously)
      Grandpa Max: ... Uh, I mean look at him, what else could he be?

    • Gwen: (notices a forest fire) What's that?
      Grandpa Max: (turns and sees forest fire) Looks like the start of a forest fire. We better let the ranger station know. Probably some darn fool camper out there messing around with something he shouldn't. (remembers that Ben is in the forest) ... Ben!

    • Heat Blast: Check it out, I'm totally hot! (laughs)

    • Grandpa Max: (about the mealworms) If these don't sound good, I've got some smoked sheep's tongue in the fridge.
      Ben: Ugh. Couldn't we just have a burger or something?
      Grandpa Max: Nonsense. This summer's gonna be an adventure for your taste buds.

    • Ben: (referring to the camping trip) I have so been looking forward to this! (notices Gwen sitting down at a table) What are you doing here? (to his Grandpa) What is she doing here?
      Gwen: Take it easy, dweeb. This wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me.
      Ben: Grandpa, please, tell me you didn't.
      Grandpa Max: I thought it would be fun if your cousin came along with us this summer. Is that a problem?
      (Ben & Gwen say nothing)

    • Ben: (looking at clock) Come on. Come on.
      Teacher: And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up!
      Ben: Yeah, right.
      (bell rings)
      Ben: Yes! Outta here!
      Teacher: Everyone, have a good vacation, and I hope to see you all again in the fall. Benjamin, could I have a word with you before you go? (holds up Ben's paper airplane)
      (Ben frowns and walks over to the teacher's desk)

    • Heat Blast: (Screaming and running) Aahhh! I'm on fire! I'm on fire! (Stops) Hey, I'm on fire, and I'm okay!

    • Gwen: (Ben turns into Wildmutt and stalks off) Ben? Get back here. Ben! I'm gonna tell Grandpa that you turned into a freaky animal monster thing and went swinging around the forest when he told you not to! Oh, this is a majorly weird day.

    • Ben: (Messing with Omnitrix) Huh. I wonder what this does.
      Gwen: (Surprising Ben) Caught ya! (Laughs)
      Ben: (Mimicking Gwen's laugh) Very funny, like your face.
      Gwen: Grandpa said not to mess with that thing.
      Ben: Yeah. So, what's your point?
      Gwen: Did your parents drop you when you were a baby?
      Ben: Come on. You can't tell me you aren't a little bit curious what else this thing can do?
      Gwen: Not in the least.
      Ben: You sure you're related to me?

    • Ben: Aw, I can't believe it. I wait all school year to go on this trip, and now the queen of cooties is along for the ride.
      Gwen: Hey, I had my own vacation already all planned out, too, you know. (Pulls out her schedule) Each activity is color-coded so I never did the same thing two days in a row. Now, I'm stuck with my geekazoid cousin going camping for three months.
      Ben: Geek.
      Gwen: Jerk.
      Grandpa Max: Something tells me it's gonna be a long summer.

    • Grandpa Max: (Places a bowl of worms on the table) Chow time.
      (Ben and Gwen stare at it repulsively)
      Ben: Okay, I give up. What is that?
      Grandpa Max: Marinated mealworms. Hard to find them fresh in the states. You know, they're considered a delicacy in some countries.
      Gwen: And totally gross in others.

    • Grandpa Max: Who wants to roast marshmallows? Okay, um, how about we tell scary stories?
      Ben: Scarier than having to spend a summer with your freak of a cousin? (Laughs)
      Gwen: I'd like to, Grandpa, but I'm busy doing a web search on cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope.
      Grandpa Max: Aw, come on, you two. We're all in this together. You can mope around like this all summer, or we can have some fun. Now what do you say?
      Gwen: I vote for moping.
      Ben: I'm gonna take a walk. Smell ya around, Gwen.
      Grandpa Max: I, uh, think they're starting to grow on each other.

    • (As the forest burns)
      Heatblast: This would be so cool if it weren't so not cool.

    • (After Diamond Head defeats the giant robot)
      Gwen and Grandpa Max: All right!
      Grandpa Max: Way to go, Be...
      (People stare)
      Grandpa Max: Uh, diamond-headed guy!
      Diamond Head: Oh, yeah! Who's bad? (Jumps up and down) Yeah!
      (Gwen & Grandpa Max wave at him to leave, shaking their heads)
      Diamond Head: Well, I think my work here is done. (Runs away)

  • Notes

    • The two bullies at the start of the episode are named Cash and JT, as revealed in "The Unnaturals."

    • Heatblast was Ben's first transformation.

    • Grandpa Max seems to have an unruly taste for weird food, such as mealworms and sheep's tongue.

    • Main Transformation(s): Heatblast, Wildmutt, Diamond Head and XLR8.

    • This is the origin episode of how the Omnitrix Prototype was obtained.

    • Main Characters:
      1) Benjamin "Ben" Tennyson
      2) Gwendolyn "Gwen" Tennyson
      3) Maxwell "Grandpa Max" Tennyson

    • Although his name is never mentioned, the kid being bullied at the beginning of the episode is named Jamie.

    • Cartoon Network (UK) airdate: Saturday, March 4th, 2006.

    • New Alien Form Bios:

      1) Heatblast comes from an alien race that lives on the sun rather than a planet. He can project bolts of fire from his hands and mouth, and create fireballs that he can either throw or roll. He also has the ability to absorb flames and heat, meaning he can put out a fire just as quickly as he starts one.

      2) More animal than humanoid, Wildmutt is a beastly alien with superhuman athletic abilities, and heightened senses of smell, hearing, and taste. He can also fire the quills on his back as projectiles. In addition, he also lacks the ability to speak.

      3) Diamond Head is a crystalline alien whose body is harder than diamond, making him invulnerable to most physical attacks and allowing him to cut and slash through almost anything. He can also use his body to refract light and beam based weapons.

      4) XLR8, as the name states, is an alien that has the power to manipulate friction in order to gain acceleration, allowing him to move at incredible speeds. He may be fast, but he is not very strong compared to the other alien forms.

    • The giant robot that Ben defeats at the end of the episode is used as the final boss in the Ben 10: Battle Ready game, as were the robots fixing Vilgax's ship.

    • Grandpa Max immediately recognizes Heatblast as an alien. He then tries to cover up his knowledge by saying that it's obvious. This was the first of several references to his knowledge about aliens that led to his secret being revealed in "Truth."

    • Apparently, Gwen and Ben have been rivals before the show.

    • It appears that the Omnitrix has a certain time limit as to how long Ben can stay as an alien. This was revealed to be approximately 10 minutes in Ben 10: Race Against Time.

    • The "watch" that jumped onto Ben's wrist is called the Omnitrix.

    • Main Villain Bio: Vilgax - The leader of a dangerous alien army. He sends killer robots and bounty hunters to do what he wants. He couldn't care less if someone innocent was hurt by what he does, as long as he gets his hands on the Omnitrix for his own doings.

    • The name XLR8, if read off completely, says exellarate, or accelerate.

    • Main Villain(s): Vilgax.

    • Based on what was said in this episode, Ben, Gwen, and Grandpa Max are on a summer road trip for three months as part of their summer vacation.

    • Alien Form(s) Accessed/Used:

      1) Heatblast.
      2) Wildmutt.
      3) Diamond Head.
      4) XLR8.

    • This episode aired during Sneak Peek Week on Cartoon Network @ 7:30pm & 9:00pm EST/PST.

  • Allusions

    • Meteor
      Ben got his 'powers' from the crash site of a meteor, this is similar to how Vandal Savage got his power in the Justice League episode "Maid of Honor."

    • Wildmutt's appearance looks a lot like the dog-like alien guards seen in the Teen Titans episode, "Betrothed," aside from the orange fur and the lack of eyes.

    • Vilgax's Drones
      The soldiers on Vilgax's ship serve very much the same way as Slade's robots serve him on Teen Titans.

    • XLR8: Speedfreak
      XLR8 looks similar to a marvel villain known as Speedfreak. He has similar blades on his arms, the extreme speed, and even a similar visor that lowers while he is running.

    • RV: Cross-Country Travel
      The way in which Ben, Gwen, and Grandpa Max travel around the country in their RV is just like The Wild Thornberrys series, when the Thornberrys travel around the world in their traveling van.

    • Omnitrix: The Blob
      When the meteorite opens and the Omnitrix latches out onto Ben's wrist, it resembles the old and remake movie The Blob, where the meteorite opens and The Blob latched onto the old man's hand.

    • Episode Title: And Then There Were 10
      This is a spin-off from DMX's hit album, "...And Then There Was X."

    • The RV: Appearance
      Grandpa Max's RV has a strong resemblance to a 1970's GMC Motorhome. Oddly enough, the founder of GMC had the first name of Max.

    • Space: Star Wars
      The scene where Vilgax is trying to gain the Omnitrix is very similar to the opening sequence from Star Wars: Episode IV - A New Hope. There is a larger ship chasing a smaller ship, the fact that the smaller ship contains something that the villain desperately wants, the fact that the object is jettisoned via an escape pod to the nearest planet before the villain could obtain it, the fact that the object falls into the possession of an ordinary person, and the fact that the villain sends a task force to retrieve it, are all references to the opening sequence.

    • Ben: Dial H
      Ben's powers are an allusion to an old DC character, Dial H. The comic was about a guy who found a belt with something similar to an old phone's round dialer in it. When he dialed H-E-R-O, he could become a super hero, with a different one each time he used it. But while Dial H always had a different transformation, Ben just has 10 he can choose from.

    • Grandpa Max: Appearance/Characteristics
      Grandpa Max looks and talks a great deal like Spider-Man's Uncle Ben, including his belief that with great power must come great responsibility. The fact that the character named Ben is, in fact, TOTALLY irresponsible seems to be a small inside joke.

    • Omnitrix: Manacle of Osiris
      The way the Omintrix attached to Ben's wrist is very similar to the way the Manacle of Osiris attached to Alex's wrist on the show The Mummy: The Animated Series.

    • Heat Blast: Appearance
      Heat Blast resembles either Hotspot from Teen Titans or The Human Torch from The Fantastic Four. The only difference between him and Heat Blast is, instead of a 4 in a circle, the circle is a picture of the Omnitrix's face.

    • Wildmutt: Reference
      The way Wildmutt ran into the forest is like how Big Foot runs into the forest in the Big Foot movies.

    • Diamond Head: Background
      Marvel Comics previously had a super-villain with a crystalline body called Diamond Head, who was one of Nova's arch-enemies.

    • Vilgax: Appearance
      The villain looks much like the weird and wild creature card version of Cthulhu, having tentacles under his mouth. He is also an alien, much like the great old ones. Similarly, Vilgax resembles Kit Fisto from Star Wars, since he has tentacles on his head's back as well.

    • Episode Title: And Then There Were 10
      "And Then There Were 10" is a spoof on the 1945 movie title And Then There Were None, which was based on the Agatha Christie novel, going by the same name.

    • (as the forest burns)
      Heat Blast: This would be so cool if it weren't so not cool.
      This is similar to what Ron says on Kim Possible.

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