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

Plot Edit

In outer space, two ships are battling in outer space and one of them is carrying a squid-like alien named Vilgax. Vilgax declares that he has come too far to be denied and that no one can stop him

Meanwhile, on Earth, a 10-year-old boy named Ben Tennyson is sitting in school and folds a paper airplane. the paper airplane hits his teacher, who is not happy. Ben urges the clock to go faster while his teacher tells the class about summer school. The bell finally rings and the class leaves, but the teacher scolds Ben about his paper airplane. Outside, the school bullies named Cash and J.T., are trying to steal the money belonging to a kid named Jamie. Ben tries to defend Jamie, but the two end up hanging from a tree by their underwear. His grandfather, Max Tennyson, arrives in his RV, the Rust Bucket, and helps Ben and Jamie get down. As Ben enters the RV, he tells Max how much he has been looking forward to their summer vacation, until he spots his cousin, Gwen, who claims that "someone" persuaded her mother this would be a good experience for her. They are seen bickering while the RV drives off into the distance. When they arrive at the campsite, Ben and Gwen see that Max wants them to go on a flavor ride which includes eating live worms. In secret, they decide to work together on saving food for the entire summer. Back in space, the space battle continues and Vilgax tells his drones to board the other ship, but the smaller projects a blast at Vilgax's ship and he is injured. Afterwards, Vilgax's ship destroys the smaller ship with a blast. Before it was destroyed, the smaller ship jettisoned a pod that fell into Earth. Later, Ben goes for a walk alone, until he sees a what he thinks is a shooting star.

The "star" is revealed to be the pod jettisoned at the start. It hones in on Ben and he barely manages to escape its destructive path. As he attempts to get a closer look he falls 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, Ben pushes the faceplate back down and transforms into Heatblast. As this alien form, Heatblast screams and runs around in a panic, terrified because he believes that he is on fire, but suddenly realizes that he isn't in pain. He decides to test his power out, launching fireballs at the surrounding trees, and accidentally creates a forest fire.

Gwen and Max notice the smoke from the campsite. They both grab a fire extinguisher and rush to the scene in attempt to put out the fire, only for Gwen to find Heatblast attempting to stomp out the fire, which is only making it worse. Heatblast, tries to reason with Gwen, but in fear, she hits him with the fire extinguisher, sprays him with it and warns him to stay down. Heatblast retaliates by lighting her shoe on fire, while getting a cheap laugh in the process. He 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 retell the 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 gets him weird looks from Heatblast and Gwen. Then a beeping sounds as the Omnitrix times out and Heatblast reverts back into Ben, hidden in a flash of red light. Max says Ben should not mess around with the Omnitrix while he goes to investigate the spot of the crash.

Disobeying Max's orders, Ben decides to try the Omnitrix again. Gwen watches as Ben transforms into Wildmutt and quickly discovers his heightened senses. Wildmutt disappears into the woods to have some fun. While perched on a tree limb, he senses two drones nearby. He leaps out of the way moments before a laser obliterates the branch he was previously on. One of the drones sets out after Wildmutt. Wildmutt manages to defeat the first drone, but then the Omnitrix times out and Wildmutt reverts back into Ben. He is knocked to the ground and is 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 larger one to Earth. It lands where Ben found the Omnitrix, destroying the pod. Max comes by later to investigate and states that he has a bad feeling about it. When he returns to the RV, Max lectures Ben for using the Omntrix and decides to help him learn to use it and a call comes through on the radio asking for help with a robot attack. Ben decides to help them and transforms into Diamondhead. A robot is attack several parked RVs as Diamondhead and the others arrive. Diamondhead tells Max and Gwen to get the campers to safety while he fights the robot. The robot scans him and, sensing the Omnitrix, attacks. Diamondhead survives the blast unharmed and attacks the robot back. It dodges and pins him to the ground. A ranger arrives and sees Diamondhead and the robot battling. The robot knocks a tree towards Gwen, but Diamondhead slices it and it passes over her harmlessly. The robot grabs Diamondhead and tries to remove his arm; however, he destroys its hand and it throws him. The robot fires a laser at Diamondhead, but he redirects it, destroying the robot. Gwen and Max cheer for him and Diamondhead makes a quick escape. In space, Vilgax is told that his robots failed. He is extremely angry, and swears to destroy whoever kept the Omnitrix away from him.

It is now morning and Max and Gwen are packing up. They note that they haven't seen Ben in a while and he runs in as XLR8. Moving quickly, XLR8 loads up the Rust Bucket and reverts back into Ben. Ben says that he needed to take care of a few things at home before they really got started with summer. Meanwhile back in Bellwood, JT and Cash are hanging from a tree by their underwear, unsure of how they came to be there as it happened quite fast.

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 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.


  • The title is a reference to the detective fiction novel And Then There Were None, written by Agatha Christie.
    • This is the only episode of the series aired in 2005, all subsequent episodes are premiered in 2006.
  • The space battle at the beginning is a reference to the opening scene of Star Wars Episode IV.