A Change of Face is the twenty-ninth episode of Ben 10.
The Tennysons are in Salem, Massachusetts. Gwen and Grandpa Max are outside and dressed as pilgrims. They are waiting for Ben. Ben comes out and he complains about the outfit he’s wearing. Max tells him that it's a way to learn a little bit of Massachusetts’ history as they walk around the city. Two kids are taking pictures of a statue and as the Tennysons pass by, Ben catches their attention. They both run to him and take pictures of him. Ben doesn’t like how it’s going along. While Ben continues to complain about his outfit, an explosion in a nearby building occurs. Max tells him he can transform into alien form now and Ben transforms into Stinkfly, still wearing the puritan hat. In the smoke, Charmcaster appears.
Stinkfly comes to the rescue and he uses his slime to take out the fire to save the people inside the burning building. Charmcaster sees Stinkfly and she seems to be targeting him. She takes out a few of her magical grenades from her magic bag and creates a fire to attract Stinkfly. Stinkfly flies in closer and closer and Charmcaster readies herself. As Stinkfly looks at himself in a broken glass mirror complaining about the hat, shooting it off, Charmcaster chants a spell that affects the user and another. She directs it to Stinkfly as he flies away as fast as he can, but no luck, he's trapped by the spell that draws him toward Charmcaster.
As Gwen tries to calm a horse, it runs off and Gwen gets on it. Up ahead, Charmcaster and Stinkfly get closer, but before the spell brought them together, the horse ran through it, causing Gwen to replace Stinkfly. Charmcaster finds that she can't stop the spell in time, and the bubbles combined within each other. The effect caused them to fly out toward opposite directions. Gwen, in Charmcaster's body, catches herself in a mirror, and points at the reflection. She looks around that Charmcaster is nowhere to be seen. As Gwen fools around a bit, Charmcaster, in Gwen's body, in the alley is shocked. Gwen soon enough finds out that it is really her, and they have swapped bodies with each other.
As the confusion continues to puzzle her, Gwen’s attention is turned to Max and Stinkfly trying to calm down the horse. She runs towards them to tell them what happened. Charmcaster decides to try and stop her, and punches her so hard that it pushes her back to a nearby tree. Stinkfly reverts back into Ben, and lands on the horse’s back. Charmcaster tries to imitate Gwen, Gwen tries to tell them that they’ve switched bodies. Their remarks confuse them, and Charmcaster punches Gwen back down. The officers come to take Gwen to juvie, and Charmcaster has all the time she needs to plan out a way to take possession of the Omnitrix.
Near a boat dock, Charmcaster questions Ben how the Omnitrix works. Ben answers her, though with confusion about her sudden interest in the Omnitrix. Ben tells her that she's usually interested in magical subjects. Ben suspects that she’s trying to fool him again, and calls her a freak. Charmcaster grabs his leg and twists his foot. Not only Ben thinks Gwen is trying to get him back for something, but now he thinks she’s lost her mind. Max heads out the RV to see what the two have been arguing over again. Immediately, Charmcaster shows a kindness of herself, and Ben becomes even more puzzled than ever before. Charmcaster tells them that she is going to cook up something to make it up to what she has done.
At juvie, Gwen is taken inside the cell. As she tries to get through the officer’s mind, she realizes that there's no way out. Gwen sits down and slumps, although she notices something up her sleeve. It seems that she still has Charmcaster’s things, and it may help her later on. Two girls come in, and one of them is referred to as Pinky, the other is Missy. They refer to her as "Princess", and they state there are 2 rules Gwen must follow: Rule #1: Pinky is in charge so what she says goes, and Rule #2: Obey Rule #1, or else.
Charmcaster sets down her bag of ingredients on a nearby truck, and she asks for sea urchin eggs at an seafood vendor. Max takes a glance at the shopping list, and he seems to be very interested in what she plans to cook up. The vendor is surprised that she would be asking for such a delicacy, and tells her that what she sees if what he has. This angers Charmcaster, and she casts a spell which bring the octopi back to life. As the vendor struggles to take the octopi off, two men steal his truck, which held Charmcaster’s ingredients. Ben tries to transform into XLR8, but he transforms into Diamondhead instead. Luckily they found nearby scooters, but they needed keys. Charmcaster casts a spell on it and it looks like they don’t need the keys to ignite them after all.
The two men that took the truck notice that Diamondhead and Charmcaster following them. Diamondhead begins to lose control. He crashes onto a series of different obstacles in the park, and he is soon caused to be thrown off into a dumpster. Diamondhead tries another way to get back in the action, and this time, he tries an overhead attack. Unfortunately, he loses balance and is headed straight into the middle of traffic.
Diamondhead uses his diamond shards to avoid it by creating a slide that he can slide on, and keeps using the same method to travel. The men find Charmcaster nowhere, but they only find her inside the truck with them. She tells them that they picked on the wrong little girl, then brings lobsters to life to attack them. The men are crying out for help as Charmcaster laughs at their attempt to try and take the lobsters off of them. Diamondhead tells her that they should help them out, but she tells him they should let them suffer for stealing her ingredients. Charmcaster walks off and tells Diamondhead that they still have shopping to do.
In the juvie cafeteria, it's lunchtime, and Gwen is given a tray of yellowish goop. She asks the server if they have anything that’s organically grown, and the lunch lady gives her something that "she’s grown herself." She sticks a finger inside her ear and mixes the earwax into her food. The lunch lady tells her that she has more and Gwen should come back for seconds. As Gwen continues to be miserable, she notices a book of spells in her sleeve. She finds a body transference spell, and it was the one Charmcaster used. At first, she questions why Charmcaster would switch with her, but now she knows that Charmcaster intended to switch with Ben. Pinky and Missy come up to her and tell her to show them what she has in hand. She declares a food fight and the whole cafeteria becomes a rampage of female prisoners throwing their lunch at each other. Missy tries to tackle Gwen but Gwen dodges and Missy lands in a strong female prisoner's lunch, angering her and the infuriated strong female prisoner throws food at Missy, but Missy ducks and the goop hits Pinky instead. Gwen attempts to avoid being involved with the fight, although Pinky comes up to her and tells her to hand the spellbook over. Gwen takes out mysterious eggs and hatch out magical birds that attack her. Same goes for the group of female prisoners led by Missy that try to attack her from behind. The lunch lady is angered by Gwen, and Gwen casts a spell that makes her utensils come alive and the lunch lady becomes afraid of Gwen and falls into the trash can. Pinky finds it cool and Gwen's performance is praised by Missy and the other female prisoners, but unfortunately, an officer comes in.
Ben asks Max if he notices anything weird with Gwen’s behavior lately, but Max doesn’t seem bothered. Charmcaster comes out from the store to show them that she’s finally got the last ingredient. Max takes a look at the box of sea urchin eggs. He says that they must have been expensive, but she says that she sweet talked them in to giving her a deal, though she tied up the two sellers inside to get them.
At juvie, Gwen, Pinky, and Missy are busy cleaning up the mess from the food fight. Pinky seems to accept Gwen as a friend now. Gwen tells her that they need to find a way out, and notices the drain in the floor. She tells Pinky and Missy to make a distraction while she attempts to open up the drain on the floor. Gwen uses magic bombs to destroy it. The three jump down the hole, and Charmcaster’s sack hops out from the room to return to Gwen. They reach a point where they're blocked by bars, and Charmcaster’s bag comes in, bringing in more bombs she can use. As she blows up the bars, Gwen asks the two if they're willing to give up a life of crime. Unfortunately, they say no and they have to make up for lost time. Instead of letting them follow her, Gwen releases two stone creatures that block their way and Pinky and Missy become afraid of the stone creatures, realizing that they've angered them, and flee in terror into the cops. Pinky is angered, and hopes to take her revenge on Gwen the next time they meet.
At the RV later that night, Ben comes out of the RV and is disgusted by the smell of the “dinner” Charmcaster is cooking up. Ben catches Gwen at nearby stairs, and gets ready to transform. Before he can activate the Omnitrix, stone creatures hold him down and Gwen tries to get into his head that she’s really Gwen in Charmcaster’s body. Ben seems to realize more of "Gwen"’s sudden change in behavior. Charmcaster and Max find Gwen and Ben. More and more confusion ends up, though Gwen tries to clear it up by asking Charmcaster a question about Ben’s teddy bear. Ben blurts out the answer in embarrassment. As Gwen continues to quarrel with Ben, Ben realizes that it really is Gwen, and Charmcaster finally gets out from being kind. Gwen tries to constrict her, but using her own spells against her seems to be a useless tactic. Charmcaster casts the transfer spell again, hoping that it would finally get her to reach her purpose, but she ends up back into her own body. Gwen and Ben seem to be all right, but, they swapped bodies.
Ben and Gwen are busy arguing with each other about their body switching. Ben tries to transform into an alien, but he realizes that he does not have the Omnitrix on Gwen's body. The Tennysons try to run away from Charmcaster as she tries to take them down. Unfortunately, Gwen struggles to activate the Omnitrix, and they are all taken hostage on a ship.
Max is all tied up while Charmcaster finishes up preparing for another attempt with the spell. Gwen and Ben are held under the ship, and Ben complains why Gwen uses fruity lip balm and hand lotion. Gwen remembers that she has some hand lotion in her back pocket, and they can use it to get out. Gwen kicks her own butt to push the lotion out. She pours a generous amount and it was enough to slide her right wrist out. She reaches to activate the Omnitrix while Ben tells her to transform into Four Arms. Instead, she transforms to Cannonbolt, breaking free. Charmcaster finishes up the ingredients, and finds that Ben and Cannonbolt have escaped. Max was also lucky enough to get out of the ropes. He goes down and kicks Charmcaster in the back. The stone creatures come at her command and try to get Max down.
Ben and Cannonbolt come out to the ship’s surface, and they ready to fight Charmcaster. Cannonbolt attempts charge towards her. Unfortunately, Cannonbolt realizes that it's a lot harder than it looks. Ben then dodges the cannonballs fired at him, and finds that Gwen’s body is swift. Cannonbolt tries to get to Charmcaster, but gets caught inside the bubble of the spell. Ben comes in to kick Charmcaster out of her bubble, and Ben and Cannonbolt get swapped back. Charmcaster gets tied up and ends up losing her magic bag before she was able to use something from it. Gwen then gave her a punch as payback for the punch Charmcaster gave her earlier. Max struggles to get out of his situation with the stone creatures, Cannonbolt crushes them and the Tennysons declare another victory over evil.
In the RV, Ben and Gwen are happy that things are back to normal. Gwen seems to have taken Charmcaster’s book of spells as her trophy. Max hopes they learned something from the experience, and they say they haven’t. Back in juvie, Charmcaster sits down and slumps. Pinky and Missy come in and prepare to give her a beating.
- Charmcaster reveals that Gwen's body has a magical aura and that only people with magical auras can cast spells.
- Pinky (first appearance)
- Missy (first appearance)
- Scooter (first appearance)
- Crabtree (first appearance)
By Gwen in Ben's body
Naming and Translations
|Portuguese (Br)||Mudança de Rosto||Change of Face|
|Spanish (HA)||Cambio de Cara||Changing Face|
|Spanish (Spain)||Un Cambio de Cara||A Change of Face|
- The strong female prisoner, who Missy accidentally angered, bears a strong resemblance to the Marvel's She-Hulk.
- The trio's twenty-eighth stop is Massachusetts.
- It is shown that Cannonbolt can pick up objects while in ball form.