Ben 10 Planet

All That Glitters

2,888pages on Ben 10 Planet
All That Glitters
Mike Moriningstar
General Information
Original broadcast May 10, 2008
Series Ben 10: Alien Force
Season 1
Episode number 5
Overall episode number 57
Written by Bob Goodman
Directed by Dan Riba
Episode Guide
Previous episode Kevin's Big Score
Next episode Max Out

All That Glitters is the fifth episode of Ben 10: Alien Force.


Gwen confronting Kevin
Gwevin305Added by Gwevin305

While Ben is looking at a hologram message from Grandpa Max (which they obtained earlier in Kevin's Big Score), Kevin and Gwen have a fight over how Kevin is reluctant to admit how he likes Gwen. When a boy named Michael Morningstar helps them save a girl named Trina, they get to know each other to the point when Gwen and Michael's hands interlinked a surge of energy flows. Gwen seems instantly smitten over him, and Kevin is resentful over this.

After touring Michael's headquarters, Ben offered Michael a spot on their team. Their first mission as a group occurs at a power plant where a group of schoolgirls from Michael's school, who appear to have been made into zombies, are draining the power source. Ben turns into a new alien, Chromastone, and later Gwen suddenly seems like she is about to faint. Despite fighting together, Mike lets the girls get away and Kevin is instantly mad. When Mike invites Gwen for dinner, Kevin's suspicions are aroused, and he breaks into Michael's house, despite Ben's trust in Michael. Later it is discovered that whenever Mike touches someone, usually a girl, a mark of an eight pointed star in a circle appears on their arm. The star sucks out their powers and feeds Mike.

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Gwen reabsorbs her powers back from Michael.
Gwevin305Added by Gwevin305

Meanwhile, Mike and Gwen talk about their first encounter. When Mike and Gwen get close to kissing, Mike grabs Gwen's hands and drains her powers and she becomes wrinkled. After he drains her powers, he transforms into a golden Mike. Ben and Kevin look for Michael, by tracking his Plumber's Badge. They see that he has drained Gwen of her powers they rush towards them but shoots Ben with his newly acquired powers. Kevin gets angry and absorbs the stone floor, and rushes towards Mike. Mike blasts him sending him flying several feet away but Kevin manages to block the attack. Ben then transforms into Jetray, shooting Mike with his lasers, making Mike mad and sending a burst of energy blasting Jetray, making fall to the ground, and reverting back to Ben. Ben is almost unconscious, but he looks up while Mike says" Gwen's mine now" and raises his hand to shoot Ben. However, this statement makes Kevin really angry and he comes rushing towards Mike attempting to hit him while Ben loses consciousness. Mike, however, is able to dodge Kevin's attacks, and he holds Kevin on the face and sends him on the floor. Kevin gets up and Mike punches him, and then sends a huge blast of energy, ultimately burning of Kevin's second layer of stone, knocking him backward (to where an unconscious Ben is lying), and is knocked out.

Mike then gloats that he never cared for anyone or anything else but himself and power, then attempts to crush them as "gratitude", but Gwen manages to come to her senses, stops him and takes her energy back, as well as some of Mike's. Mike, in a weakened state, asks the other girls to give him their energy( to 'feed him.'). They ultimately turn against him and take their energy back, leaving Mike totally defenseless. Kevin takes Mike's Plumber's badge and crushes it saying he doesn't deserve it. The episode ends with Ben, Gwen and Kevin in the car driving away and Ben asking Kevin when he is going to ask Gwen out.

Major Events

  • Michael Morningstar is introduced.
  • Michael drains all of Gwen's powers, but Gwen gets them back.
  • Ben first transforms into Chromastone.


Omnitrix alien debuts



Aliens Used



Kevin: Okay, what is up with you? You've been ignoring me ever since we got here, you were lousy in the fight, and now you're just acting goofy.

Gwen: Why are you pretending to care? (walks off with Michael) Later. Kevin: (to Ben) You just gonna stand there?

Ben: No, I was going to go sit in the car.
Quotes Right


Ben: This is why you changed your mind about Mike going off with Gwen? So we could spy on him?

Kevin: Yup. Ben: Well...Stop! Kevin: He ain't right, Ben. If you're not gonna check him out then I am.

Ben: You're doing the wrong thing, Kevin. The old Kevin thing.
Quotes Right


Ben: No, it's okay. He's right, I'm a jerk. (to Kevin) So, Kevin...when are you gonna ask Gwen out?
Quotes Right


Kevin: You don't deserve this. (absorbs the metal of the badge and breaks it)
Quotes Right


Humungousaur: (holding bridge) Get everyone down. I can't hold this much longer.

Gwen: (Trina walks into the highway) The girl! Kevin: Ben!

Humungousaur: Hands full!
Quotes Right


Chromastone: Chromastone! (Lucy tries to electrocute him) That's not going to work. I'm a conductor.
Quotes Right


Mike: Why use your powers to help people when you can use them to get whatever you want? All I ever wanted was power and then you brought me Gwen. Guess I should thank you. (looks up at the vent) I know the perfect thing.

(about to blast the air vent when Gwen stops him) Mike: What are you doing?!

Gwen: Coming to my senses! (Grabs him and takes her power back)
Quotes Right


Kevin: You know, my dog used to nod a spot on his butt over and over. That made us put a cone around his neck.
Quotes Right


Ben: What's to know? He's got the powers, he's got the gear?
Kevin: He's got a sparkly trail when he flies?
Quotes Right


  • Ben's jacket stripes disappear
  • Ben's jacket stripes disappear
  • Ben's jacket stripes disappear
  • Ben's jacket stripes disappear
  • Trina has no golfs
  • The first time we see Michael's house, he has a large fountain in his front yard. The second time we see it, the fountain is gone.
  • During the talk with Mike, Ben's jacket stripes disappear several times.
  • In one scene, Trina has no socks.
  • When Trina first stumbles out into the street, she makes it through the first lane and is about to enter the second lane. However when the truck is about to hit her, she hasn't even made it halfway through the first lane.

Naming and Translations

Language Name Origin
Portuguese (Brazil) Nem Tudo Que Reluz... Not All That Glitters...
Spanish (Latin America) Todo Brilla Everything Shines
Spanish (Spain) Todo Lo Que Reluce All That Glitters


  • The title of the episode is based on the saying "All that glitters is not gold."


  • When Kevin and Ben were arguing in the car, Kevin was driving his car without looking at the road for a significant amount of time.
  • This episode reveals that when Kevin absorbs a material it serves as a second skin layer.

See Also

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