And Then There Were 10
General Information
Original broadcast December 27, 2005
Series Ben 10
Season 1
Episode number 1
Overall episode number 1
Written by Thomas Pugsley
Directed by Scooter Tidwell
Episode Guide
Next episode Washington B.C.

And Then There Were 10 is the first episode of Ben 10.


A smaller ship is being blasted by a large, grey and orange one, piloted by Vilgax. The smaller ship ejects a pod towards Earth and causes damage to Vigax's ship. This causes Vilgax horrible injuries. The smaller ship is then blasted to pieces.

Meanwhile, on Earth, a 10 year old boy named Ben Tennyson finishes school for the summer holidays. His life is shown here; he first gets in trouble for flying a paper airplane into his teacher's head and started to learn before he got into trouble but every one saw. He then tries to stop the school bullies, Cash and JT, from beating up Jamie. Ben gets beaten up and hung by his underwear in a tree with Jamie. His grandfather, Max Tennyson shows up in his RV and helps Ben and Jamie get down. As Ben enters the RV, he tells Max how much he has been looking forward to their camping holiday, until he spots his least-favorite cousin, Gwen (who claims that "someone" persuaded her mother this would be good for her). They start calling names at each other. When they arrive at the campsite, Ben and Gwen see that Max wants them to go on a flavor ride which includes eating worms. (they decide to work together on saving food for the entire summer). Later, Ben goes for a walk alone, until he sees a shooting star.

The star is actually the pod jettisoned at the start. It hones in on Ben and he just barely jumps out of the way before it hits the ground. He fell into the crater it created. The pod opens to reveal a watch-like object; called the Omnitrix. It latches itself onto Ben's left wrist, scaring him. After failed attempts to get it off, the faceplate pops up and shows the silhouette of an alien. Thinking this is cool, he pushes the faceplate back down, and transforms into Heatblast. Heatblast screams and runs around in a panic, terrified because he's "on fire", but realizes that he isn't getting hurt and decides to test his power out, launching fireballs at the trees and ends up starting a forest fire.

Gwen and Max notice the smoke and both grab a fire extinguisher and rush to try and put it out, only for Gwen to find Heatblast attempting to stomp out the fire (only making it worse). Gwen is terrified at his appearance and as Heatblast tries to reason with her, she hits him with the fire extinguisher, sprays him with it and tells him to stay down. Heatblast retaliates by lighting her shoe on fire (getting a cheap laugh in the process while Gwen puts it out) and convinces her who he is after insulting her. Gwen asks what happened and Heatblast tells the whole story in a matter of seconds, finishing just as Max appears. Heatblast is just about to tell the whole story to Max, but Gwen interrupts and reminds them of the forest fire. Max tells Heatblast to start a new fire and let it burn into the old one in order to put them both out; it works, but most of the forest is destroyed just as the Park Rangers show up.


Back on Vilgax's ship, Vilgax is fairly torn up, on life support in a large tank with his legs and left arm missing. He sends two drones to retrieve the Omnitrix. Meanwhile, Heatblast explains his story to Max. Gwen asks Max if he thinks Ben will stay a "monster" forever, but then Max says he is an alien with a grim expression on his face. This gives him weird looks from Heatblast and Gwen. Then a beeping sounds and Heatblast turns back into Ben in a flash of red light. Max says Ben should not mess around with the Omnitrix and he goes to investigate the spot of the crash.

Ben decides to try the Omnitrix again. Gwen watches as Ben turns into Wildmutt and he discovers his sense of smell by dodging her. Wildmutt goes into the woods to have some fun. His sense of smell detects two drones and he jumps, almost hit with a laser. One of the drones chases Wildmutt until he bites the drone. Wildmutt defeats the first drone, but then the Omnitrix times out and he reverts back to Ben. He is knocked to the ground and is getting targeted with the laser from the second drone.

Gwen appears and hits the second drone with a shovel repeatedly, destroying it. Then, Vilgax learns about the destruction of the drones and sends a bigger one to Earth. It lands where Ben found the Omnitrix, destroying the pod. Max comes by later and thinks he has a bad feeling about it. Max lectures Ben back at the RV. The radio then talks about an attack of some sort from a giant robot. Ben realizes it must be a drone. Ben, Max, and Gwen go near the campsite. Ben turns into Diamondhead and fights the drone while Max and Gwen evacuate the area.

Diamondhead learns he can reflect the blast and destroys the drone. Vilgax learns of the destruction of the drone and says that the Omnitrix's user is a worthy adversary.

It is morning and Max and Gwen are packing. They wonder where Ben is and XLR8 shows up, saying he had to take care of something. Cash and JT are shown with a wedgie on a tree wondering what happened.

Major EventsEdit

  • The Omnitrix is sent to Earth and locks onto Ben's wrist.
  • Vilgax starts hunting down Ben and the gang to take the Omnitrix.
  • Vilgax is injured during a space battle with Xylene and has to have his body restored during his quest for the Omnitrix.
  • Ben first transforms into Heatblast, Wildmutt, Diamondhead and XLR8.
  • Ben starts his summer trip with Gwen and Grandpa Max.

Omnitrix Alien DebutsEdit



Aliens UsedEdit



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.

Quotes Right


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 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)

Quotes Right


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?

Quotes Right


Diamondhead: (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)
Diamondhead: Leave him alone! You want someone to pick on, try me.

Quotes Right


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)

Quotes Right


Grandpa Max: And you say that this watch just jumped up and clamped onto your wrist?
Heatblast: 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!
(Heatblast & Gwen stare at him suspiciously)
Grandpa Max: Uh, I mean look at him, what else could he be?

Quotes Right


Ben: (Transforms into Heatblast for the first time) AAAHHH!!!! I'M ON FIRE!!!! I'M ON FIRE!!!!! YAAAAGGHHHH!!!!! (Stops and realizes that he's not burning) Hey. I'm on fire and I'm OK. Check it out. I'm totally hot!
Quotes Right


Max: Way to go, Be- uh Diamond-headed guy!

Ben: Oh yeah! Who's bad?!
Quotes Right


  • When Ben leaves the classroom, for a few seconds, his collar is white instead of black.
  • When Ben was turning the dial for the next alien to turn into, the Omnitrix's ring is grey instead of black.
  • In many scenes, the button on the Omnitrix moves. In some scenes, the button is on the other side of the Omnitrix and sometimes it appears on both sides.
  • When Ben tries to get the Omnitrix off with a stick, the stick is able to fit underneath the watch, yet when the stick breaks, no part of it seems to have stayed under the watch.

Naming and TranslationsEdit

Language Name Origin
Portuguese (Brazil) E Então Eram 10 And Then There Were 10
Spanish (Latin America) Y Fueron 10 And Were 10
Spanish (Spain) Fueron 10 Were 10


  • The title And Then There Were 10 is a reference to the detective fiction novel And Then There Were None, written by Agatha Christie.
  • The space battle at the beginning is a reference to the opening scene of Star Wars Episode IV.


  • The trio's first stop is Yosemite Park.
  • When Cash is bullying Jamie, he has a cash register design on his t-shirt.
  • 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.
  • This is the only episode in the franchise that does not have an opening theme.
  • The events of the episode are referenced in the pop-up version of Washington B.C. and are stated that a news report of the episode's events are what inspired Dr. Animo to complete his mutation research.

See AlsoEdit

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