Ben 10 Returns: Part 1
Ben original Omnitrix
General Information
Original broadcast April 18, 2008
Series Ben 10: Alien Force
Season 1
Episode number 1
Overall episode number 53
Written by Dwayne McDuffie
Directed by Dan Riba
Episode Guide
Previous episode Goodbye and Good Riddance
Next episode Ben 10 Returns: Part 2

Ben 10 Returns: Part 1 is the first episode of Ben 10: Alien Force.



At a DNAlien lair, one of the DNAliens contacts the Highbreed Commander and informs him that someone has been leaking details of their secret operations to the authorities for several months now. The DNAlien tells him that he's found the source of the leak and shows the Highbreed Commander a holographic image of Grandpa Max. The Highbreed Commander orders the DNAliens to go out and destroy Grandpa Max once and for all so that they can continue with their plans.

Meanwhile, a soccer game is being held at Ben Tennyson's school. Ben, now 15, is the goalie for his team, while Cash and JT are playing for the opposing team. Cash is in control of the soccer ball and heads towards the goal, but's blocked by three players from Ben's team. There are only 24 seconds left on the clock, so Cash quickly passes the ball to JT, who's open. With less than 10 seconds remaining, JT runs towards the goal and kicks the ball, but Ben manages to block the kick, as the final buzzer sounds. A girl about Ben's age named Julie comes up to him. He introduces himself to her, but she says she already knows who he is and congratulates him on a great game. Afterwards, they say goodbye to each other and Ben rides his bike over to a trailer park where Grandpa Max's RV is and knocks on the door. Unknown to him there's a mysterious man hiding in the trees nearby spying on him. Since no one answers the door, Ben looks through one of the RV's windows and sees that the lights are all turned off. He picks up a rock from the ground and grabs the key underneath it to open the RV's door and go inside. As he enters, he sees all of Max's clothes and other items scattered along the floor and wonders what could have happened. He hears a noise coming from the bathroom, so he walks over and opens the bathroom door, but there's no one in there.

As soon as he opens the door, a DNAlien suddenly appears from behind and starts to attack. Ben dodges his attack and instinctively slams down on his wrist, but then remembers that he's no longer wearing the Omnitrix. The DNAlien continues to attack, but Ben is able to continue dodging his attacks. The DNAlien loses sight of Ben for a moment, but spots one of Ben's shoes on the ground. The DNAlien thinks he's found him again, but as he approaches the shoe, he realizes Ben's not there. Ben takes advantage of the situation and comes out from behind the DNAlien, taps it on the shoulder and sprays it in the face with a fire extinguisher, forcing it to escape by jumping out of the RV's front windshield.

File:Ben Old Omnitrix.png

Ben wonders what the DNAlien was looking for and flips a few switches on the RV's dashboard. As he does so, a secret compartment containing a device pops out from the wall. As soon as Ben grabs it, a pre-recorded holographic video of Grandpa Max starts playing. In the recording, Max tells him that he's in a bit of a situation, but that it's nothing he can't handle, so Ben shouldn't worry. He continues to say that there's renewed alien activity on Earth and that he's investigating. Grandpa Max also says that he has the Omnitrix and that it's completely safe and the aliens will never find it. After listening to Max's recording, Ben rushes over to his house and goes straight to his room to see if what Grandpa Max said about the Omnitrix is true. He opens a cardboard box and finds that the Omnitrix is still in there, leaving Ben confused as to what Max was trying to tell him.

At the school gymnasium, Gwen, also 15, is having a karate match against another student. As soon as the match begins, Gwen quickly takes down her opponent and wins the match. The other students clap as Gwen helps her beaten opponent up and they bow to each other. As the other students stop clapping and walk away, Ben shows up and claps for Gwen as well. She walks over to him and hugs him. Ben tells her that he needs her advice, but first she tells him she needs to go change into her regular clothes first. When Gwen returns, she finds Ben sleeping on the floor. He wakes up and tells her he needs advice and holds up the Omnitrix. He then shows her the recording Max left him. Ben thinks Grandpa Max is telling him to put on the Omnitrix again, but Gwen tells him that Max has always said it was his choice if he wanted to put it back on. Ben says he used to love wearing the Omnitrix, since it made him feel special. But Gwen tells him it wasn't the Omnitrix that was special, it was him. She warns him that if he puts it back on, it will be the end of his normal teenage life. Ben thinks that Max needs his help, but Gwen tells him Max told him he was safe in the recording.

While they're talking, the mysterious man from before enters the gym and tells him that the Omnitrix doesn't belong to Ben and wants him to give it to him, but Ben refuses. Ben and Gwen run towards the exits to try to leave the school, but the doors are locked. The mysterious man catches up to them, asking for the Omnitrix, and reveals his true identity as an alien being named Magister. Ben tries to run, but Magister stops him by shooting his laser gun. To protect herself and Ben, Gwen uses her greatly strengthened and amplified magic spells to attack Magister and manages to capture him in a glowing pink-magenta energy hold. Ben compliments her on getting better and better with her innate natural magical powers and abilities. Ben wants to know why he's attacking them, and Magister replies by saying he's a member of the Plumbers. Ben tells him his grandfather Max used to be a Plumber. Magister tells them Max was working with him on a case, but went missing. Gwen tells him that they're also looking for Max. Magister then realizes that Ben is the "legendary" Ben Tennyson. He attacked them earlier because he thought he was just some kid stealing the Omnitrix and apologizes to them. Magister promises to help them look for Max, so Gwen releases him from the pink-magenta energy hold.

File:Omnitrix recalibration.gif

Ben takes out the Omnitrix and thinks it over one last time. Gwen asks him if he's sure, and Ben puts it back on and tells her that he's sure. Afterwards, Ben, Gwen and Magister go to an abandoned train station, where the Forever Knights are supposed to receive a shipment of illegal alien technology, according to a tip from Max. Gwen asks Magister who they're getting the shipment from, but he says he doesn't know, since Max went missing before he could tell him. As they hide behind some nearby crates, two shipment trucks arrive, followed by a green muscle car. Kevin steps out from the green car, and Ben and Gwen instantly recognize him. One of the Forever Knights gives Kevin a briefcase full of money, and Kevin signals one of his companions to unload the alien technology from the truck. Kevin opens one of the briefcases containing one of the alien weapons called a Laser Lance. As proof that it works, he fires at one of the empty trains nearby.

Magister becomes infuriated at the fact that the laser lances are Level 5 technology, while Earth is only supposed to have Level 2. Magister walks over to them, followed by Ben and Gwen, and tells them they're all under arrest. However, the humans supplying the alien weapons transform into DNAliens, so Magister fires his laser gun along the ground, creating a small fire between him, Ben, and Gwen so they don't get too close. But Ben then tells him that they are also surrounded by the Forever Knights behind them. Ben tries to transform to battle them and slams down on the Omnitrix, but it doesn't work, as the display has turned dark blue. He tries turning the dial, but it still doesn't work so Gwen uses her newly strengthened and increased magical powers and abilities to push back the Forever Knights, but they get back up again start firing their Laser Lances at them, so Gwen puts up a magenta energy shield using her magic spells.

File:Omnitrix Alien Force.jpg

Magister gets captured by the DNAliens' spit and is unable to move. Ben is then chased by one of the DNAliens, but is able to stop him by dumping a pile of wooden sticks on him. He then tries to get the Omnitrix to work again. Gwen pushes back a few of the Forever Knights, but ends up getting stuck in the DNAliens' spit and becomes unable to move like Magister. Meanwhile, the Omnitrix transforms and reshapes itself on his wrist. Ben turns the dial on the Omnitrix and a hologram of the different aliens is displayed, but Ben doesn't recognize any of these "guys". So he chooses one at random and transforms into Swampfire, a smelly plant humanoid-like alien that can shoot fire and has the amazing ability to regenerate itself.

File:Ben surprised.png

Swampfire defeats a few of the DNAliens, but two of them try to escape by driving away in the truck. However, Swampfire rips out a metal post from the ground and hits the truck with it, preventing them from escaping. The Forever Knights try shooting their Laser Lances at him, but the lasers have no effect on him, as they just go right through him. However, one of the lasers ends up cutting off Swampfire's right arm, but thanks to his new powers and abilities, he's able to reattach the severed limb back on his body. Swampfire punches away the Forever Knights, but Kevin confronts him for trapping him in the Null Void five years ago and for ruining his deal with the Forever Knights, so he wants revenge. He absorbs metal from the railroad tracks and makes his body completely metallic. While Swampfire and Kevin fight, the Forever Knights drive away with their shipment of Laser Lances and the DNAliens escape with the money.

To try and defeat Swampfire, Kevin picks up a train cart, but before he's able to throw it, Swampfire shoots fire at it, causing it to explode, leaving Kevin unconscious. When he wakes up, he finds himself bound by aqua-green energy cuffs, so he cannot use his absorbing ability. Ben tells Kevin that the Forever Knights got away with the Laser Lances. Since Kevin set up the deal, Magister wants him to tell him where they are. Since he never got paid, Kevin agrees to help them find the Forever Knights and they all head for the Forever Knights' headquarters in Kevin's car. Magister tells Ben that Max thought the weapons deal would lead them to the cause of the renewed alien activity on Earth, but then he disappeared. Gwen jokes that he's probably in a restaurant somewhere, enjoying some weird food and thinking it to be a miracle that his eating habits didn't kill him, but Ben tells her he's not dead and to stop making jokes about him. Kevin stops the car and tells Ben don't talk to Gwen like that; Ben tells Kevin off, but decides that he is right and apologizes to Gwen. Gwen knows he's worried about Max, but Magister tells Ben he's the one with the Omnitrix and he's going to have to figure out how to get things done on his own, since Max ain't here.

They finally reach a large castle, where the Forever Knights are supposed to be. Gwen uses her magic to forcefully lower the drawbridge so they can get in. Since no one is inside, Gwen asks Kevin if they're at the right place. He tells them to be on the lookout for a hidden door. Ben looks around and sees a lot of empty medieval armor suits, similar to the ones the Forever Knights wear. He bumps into one and avoids getting hit by it. However, the sound of the armor crashing on the floor wakes up a huge dragon creature, ready to attack them.

Major EventsEdit

  • Grandpa Max goes missing which leads Ben and Gwen on a search for him.
  • Ben puts the Omnitrix back on his wrist for the first time in roughly five years.
  • The Omnitrix has recalibrated.
  • Kevin returns after a near five year absence.
  • Ben meets Julie for the first time.
  • Ben first transforms into Swampfire.
  • DNAliens make their debut.



Aliens UsedEdit



  • Kevin: (Ben, Gwen, Kevin, and Magister Labrid arrive at the Forever Knight castle) This is it.
  • Ben: Subtle, nobody would think to look for knights in here.
  • Kevin: You didn't.
Quotes Right


  • Highbreed Leader: You may speak to me, half-breed vermin.
  • DNAlien: Gratitude master. For months now, someone has been leaking the details of our secret operations to the authorities. I have new information of interest. We have found the source of the leak. His name is Max Tennyson. We've had trouble with him before.
  • Highbreed Leader: Then let this be the last time he troubles us. Destroy him!
Quotes Right


  • Kevin: (after Ben is almost hit by a falling statue) C'mon man! What are you doing?
  • Ben: Sorry. I guess I'm just a little... (sees the dragon behind him) ...paranoid!!
Quotes Right


  • Gwen: Kevin, people could be hurt.
Quotes Right


  • Swampfire: (transforms into Swampfire) SWAMPFIRE! Eew, what's that smell? (sniffs his armpit) Is that me?
Quotes Right


  • Ben: You still got some of that stuff on your hair.
  • Kevin: (Gwen feels her hair) Other side.
  • Gwen: (disgusted) Eww...
Quotes Right


  • Swampfire: (Forever Knights are firing at him) That tickles! (arm falls off) Hey! (arm attaches back) You guys are in so much trouble! (Swampfire defeats two knights, and Kevin appears.)
  • Kevin: Hey, Tennyson!
  • Swampfire: What do you want?
  • Kevin: Let's see, you trapped me in the Null Void all these years...
  • Swampfire: You did that to yourself!
  • Kevin: ...And you ruined my deal today. I'm thinking I want revenge. The good news is, since I can absorb anything, (absorbs metal from train track) I've got more than enough power to take it.
  • Swampfire: (is shocked by Kevin's ability) That's new!
Quotes Right


Ben: Not that I know how to work this thing anymore.
Kevin: Maybe after you get your license, pee-wee.
Quotes Right


  • When Ben passed Sandra, her hair was brown instead of blonde.
  • When Ben was cycling through his new aliens, the Jetray hologram had no legs (making his lower body look very similar to Ghostfreak's)
  • When Ben dodges the DNAlien, as he reaches for his Omnitrix his left arm does not have a sleeve for a few frames.

Naming and TranslationsEdit

Language Name Origin
Portuguese (Brazil) O Retorno de Ben 10: 1ª Parte The Return of Ben 10: 1st Part
Spanish (Latin America) Ben 10 Regresa: Parte 1 Ben 10 Returns: Part 1
Spanish (Spain) El Retorno De Ben 10: Parte 1 The Return Of Ben 10: Part 1


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