Gwen 10

Gwen 10 is the fourth episode of the second season of Ben 10, and the seventeenth episode overall.
==Synopsis==
Gwen gets her hands on the Omnitrix and all its powers and now Ben has to take a backseat as Gwen 10 battles Vilgax for control of the device.
==Plot==
As Ben wakes up inside the Rustbucket. The Tennysons are stopped at a gas station. Outside, as Gwen drinks, criminals with masks come out of the gas mart. One of them removes their mask and before they're ready to leave, Ben appears out of nowhere. Max tells him to get back inside the RV and Ben goes near the criminals and tries to transform into Four Arms, but he discovers that he isn't wearing the Omnitrix. Then, pages of comic strips pass while a narrator explains that stories are not always told once and that in this case, it will be told another way. As it returns to Ben, he finds that he's in trouble.
The biker robbers are ready to attack Ben and Max orders him not to stand around to be vulnerable. Max knocks one of them down by whipping him off his bike with the gasoline hose. The second one comes, and this time, Max uses a garbage bin to knock him down. They finish them off, but as they're ready to leave, Ben asks where the watch went. Max has no memory of a watch. They drive off and the police come to take the criminals.
In the Rustbucket, Gwen praises Max for what he did earlier. Ben, however, worries where the Omnitrix went and searches for it. When he asks Max, he says he picked Ben up a few hours ago and he wasn't wearing a watch. Gwen offers help to look for the Omnitrix and asks what it looks like. Ben tells her that she's seen it so many times. She also says that it's their first day together for summer. When Ben mentions their recent fight with Vilgax, Max immediately loses control of the RV, but regains control, saying he dodged a skunk.
In space, the Chimeran Hammer pursues a smaller bluish vessel, which holds the Omnitrix. Inside the ship, a robotic lieutenant reports that their ship is losing power. Vilgax orders them to find as much power as possible to get the Omnitrix in his hands. As Vilgax's ship shoots a powerful blast, they successfully disable the smaller vessel's propulsion system. As they are ready to board, the small ship self-destructs and Vilgax is protected from the blast. The ship then launches the container with the Omnitrix to Earth.
In the Rustbucket, Ben continues to explain who Vilgax was to Gwen. Max wonders if it wasn't a movie Ben saw. Ben tries to get them to believe his story, yet Gwen gives a good point why they should after telling them he saw Bigfoot at a family picnic.
They arrive at their campsite and Gwen seems to enjoy the spot, but Ben comes out and realizes that he's gone back in time and they're at the same area he found the Omnitrix. He insists that if he found it in the woods, everything will be normal again. Gwen doesn't think that Ben is normal anyway. Ben asks Max if he believes everything he's said, though he still seems ignorant about it.
As Ben helps Max out to put up the tent, Ben notices the shooting star that holds the Omnitrix. As he runs to the impact site, he finds the pod that held the device gone. Gwen got there before him. As she tries to get the Omnitrix off, Ben tells Gwen to give him the Omnitrix, but she refuses. Ben tells Gwen to be careful, but she shrugs him off, activates the Omnitrix, and transforms into a Heatblast. Ben tells Heatblast to be careful not to put the forest on fire, but she says that only an idiot would do that. Heatblast experiments with her powers and she uses her fire power to spell "Gwen" with fire in the sky. Ben asks how she did that, especially after how Ben as Heatblast took a while to learn such a technique. Heatblast then asks if she can transform into any other alien, but Ben seems to have something in mind.
In space, a pod has been released from the Chimeran Hammer and is headed down to Earth. Meanwhile, Ben has fun tormenting Gwen, having transformed her into Grey Matter and she is terrorized by a raccoon. Ben laughs at Grey Matter's attempt at running away from the raccoon. Ben then grabs her to tell her who knows how the Omnitrix works. Suddenly, the same pod that was sent out by Vilgax arrives on Earth, but lands where Ben and Gwen are. It transforms into a giant Mechadroid and looks for the Omnitrix.
At a nearby campground, the Mechadroid attacks the area to flush out the holder of the Omnitrix. Ben and Diamondhead arrive. The Mechadroid senses the Omnitrix on Diamondhead, and it attacks her. Max sees Diamondhead, who tells him that she is Gwen before continuing to fight the Mechadroid. The Mechadroid tries to pull off Diamondhead's arm, but she breaks free due to Ben advising her to slice it and dice it. While Diamondhead fights the giant Mechadroid, Max tells Ben that he's in danger and needs to get him and the others to safety. Max thinks that Gwen as Diamondhead is doing pretty good in combat and she's a quick thinker. Compared to Ben, she's more strategic. Diamondhead then destroys the Mechadroid by reflecting its lasers off of her diamonds. On the Chimeran Hammer, Vilgax finds that his Mechadroid is completely destroyed and infers that the holder of the Omnitrix must be cunning and strong. He then decides to go to Earth.
Back at the Rustbucket's camping site, Ben is awakened by Max's snoring and Gwen is outside. She says that she didn't sleep the whole night and she is having fun experimenting with the Omnitrix. First, she transformed into Upgrade to increase the processing power of her laptop. Then, into Ripjaws to catch fish. After that, she transformed into XLR8 to return home and pick up some clothes she forgot. Ben tells her that the Omnitrix isn't used for fun, but she decides to prove him wrong, and they go bowling. Gwen transforms into Four Arms and gets four strikes.
Back at the Chimeran Hammer, a nearby monitor comes up in front of him to show him where the Omnitrix most likely is. Vilgax heads to the location. At the bowling alley, Four Arms reverts back into Gwen and Ben is disappointed with how everything is turning out so far, specifically that Gwen is doing better than him in wielding the Omnitrix. Before they do anything else, Vilgax arrives in a giant ball. Gwen tries to reactivate the Omnitrix, but no luck. It needs to recharge. Vilgax demands the Omnitrix, but Ben attacks him and is thrown off. Vilgax grabs Gwen and takes her away. Max arrives in the Rustbucket and picks up Ben from the severely damaged bowling alley.
In the RV, Ben tells Max what happened, and Max knows what happens. Max says that he started to believe Ben when he realized that Ben knew too much. Max asks Ben what Vilgax is going to do, and Ben says to floor it. In Vilgax's ship, Gwen is strapped to an extraction device and Vilgax prepares to remove the Omnitrix from Gwen. She insists that he should remove it by simply slipping it off, though Vilgax wants to have a little fun while removing it and tells his Bioid to prepare for takeoff. As the RV drives through the path that the giant ball made, Max opens a compartment where a small handgun is kept. He gives it to Ben, just in case.
As they arrive at Vilgax's ship, Vilgax is ready to remove the Omnitrix. Max shoots his weapon, though he dodges the blast. Vilgax then slices the weapon in half. While Max and Vilgax fight each other, Ben comes up to Gwen to help her out. Ben then grabs the weapon and blasts Vilgax, but after that, a great surge hits Gwen and it somehow removes the Omnitrix. Ben is about to grab it, but it ends up on Max instead, much to Ben's frustration. To finish things off, Ben tells Max to transform into Upgrade, which he does. Upgrade then merges with the Rustbucket.
Vilgax hangs onto the RV after they ram him, though Upgrade pops a hand out from the side and throws him in the air. Ben then uses the blaster to send him back to his ship, and they seemingly end Vilgax's life, as well as destroy his ship. Upgrade reverts back into Max, who says that he could get used to having the Omnitrix. The episode ends and the narrator says that some stories can be retold differently, and you may never know how it'll turn out.
==Noteworthy Events==
===Major Events===
*Ben travels back to the first day of summer vacation.
*Gwen finds the Omnitrix instead of Ben.
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Max Tennyson
===Antagonists===
*Hex (comic)
*Vilgax
**Bioids
**Mechadroids
===Other Characters===
*Ranger
==Aliens Used==
===By Ben===
*Diamondhead (comic)
*Stinkfly (comic)
*Heatblast (comic)
*Four Arms (comic)
===By Gwen===
*Heatblast
*Grey Matter (off-screen activation)
*Diamondhead (off-screen activation)
*Upgrade (off-screen)
*Ripjaws (off-screen)
*XLR8 (off-screen)
*Four Arms (off-screen activation)
===By Max===
*Upgrade
==Spells Used==
*Küd-Zuu Teqkk (comic)
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*Ben both has memory of and mentions countless things that have happened to Ben in the Prime Timeline:
**Finding the Omnitrix and fighting a drone at a campsite, both of which occurred in And Then There Were 10.
**Learning the Omnitrix's true name, which occurred in Hunted.
**Fighting Vilgax on Mt. Rushmore, which occurred in Secrets.
==Allusions==
*The first half of this episode references the locations and events of And Then There Were 10 while the second half does the same for Secrets.
*When Ben stares down the biker gang, their eyes are framed in an identical manner to Ben standing off against Cash and JT in And Then There Were 10.
==Errors==
*When Gwen drops her drink, her hand is missing for one frame.
*In many shots, the Omnitrix's dial faces the wrong way.
*When Diamondhead runs towards the Mechadroid, her Omnitrix symbol is all black. 
*When Gwen was talking to Ben, the number of fishes changes.
*For one frame, Diamondhead's lower half is cut off.
*In one shot, Four Arms has sleeves on her lower hands.
*In one shot, Four Arms' clothes cover her neck.
*When Vilgax arrives, the Omnitrix is green, despite being in Recharge Mode.
*For one frame, the back of Ben's hair is missing.
*The end credits misspell Diamondhead's name as "Diamond Head".
Gwen's hand error.png|No hand
Gwen (1020).png|Black Omnitrix symbol
Gwen (1467).png|Nine fish
Gwen (1478).png|Six fish
Gwen (1507).png|Sleeve error
Gwen (1525).png|Neck error
Gwen (1534).png|Omnitrix dial error
Gwen (1589).png|Omnitrix dial error
Gwen (1613).png|The Omnitrix is green
Gwen (1964).png|Omnitrix dial error
Gwen (2113).png|Missing hair
Gwen (2140).png|Omnitrix dial error
Gwen (2151).png|Omnitrix dial error
Gwen (2170).png|Credit error
==Trivia==
*Despite being non-canon, this is the only episode where Ben is not seen transformed into any of the aliens (excluding the comic featured during the narration), since Gwen and Max took possession of the Omnitrix.
*Wildmutt, Stinkfly, and Ghostfreak are the only aliens of the original 10 Gwen did not use or mention using.
*According to pop-up trivia from the enhanced version of the episode:
**Many fans wanted to know what would happen if Gwen got the Omnitrix, so this special episode was done to show them.
**A lot of the scenes were recreated shot-for-shot from the way they were in the original episodes.
**The episode was created to be just for fun.
*There are multiple deviations from history in this episode:
**Vilgax is not blown to bits like in And Then There Were 10.
**The Mechadroid Diamondhead fights did not send out two smaller scout Mechadroids before attacking the campsite.
**Max reveals his Plumber past earlier.
**The Tennysons' first battle with Vilgax took place a day after the Omnitrix was found rather than weeks later.
**Max did not go to Rushmore before attacking Vilgax's ship.
**Vilgax's defeat is different compared to what happened in Secrets.
*The stills featured in the comic in the opening narration were done by Dave Johnson, and colored by Ross Malorzo.
**Wildmutt, Grey Matter, Ghostfreak, XLR8 and SixSix were featured in the original art, but not in the final art.
**There was an additional panel featuring the robbers.
==References==
===Crew Statements===
====Dave Johnson====
====Ross Malorzo====
===Pop-Up Trivia===
===Cartoon Network===
de:Staffel 2/Folge 17: Gwen 10
es:Gwen 10 (Episodio)
it:Gwen 10
pl:Gwen 10 (odcinek)
pt-br:Gwen 10
ro:Gwen 10
ru:Приключения Гвен
Category:Episodes
Category:Ben 10 Episodes
Category:Ben 10 Season 2 Episodes
Category:Episodes Written by Greg Klein
Category:Episodes Directed by Scooter Tidwell
Category:Filler