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

Plot

AF Gwen and Kevin 004

Gwen confronting Kevin

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 ask her out.

Intending to follow Grandpa Max's advice in the message to recruit a team of Plumber's kids, Ben uses the map from Kevin's Plumber Badge to locate other badges, and they head to one that is nearby.

On the way, a schoolgirl who appears to be weak and disoriented is seen stumbling into traffic, which causes a truck to swerve out of the way and nearly collapse the road. While attempting to get everyone to safety, Michael Morningstar(whose badge they were tracking) appears and uses his powers to save the girl from earlier, whom he calls Trina. He then thanks Ben, Gwen, and Kevin for the help and says that strange things have been happening to the girls at their school.

While introducing himself, Michael goes to give Gwen a handshake, and a surge of energy flows between them, something that he claims has never happened before. Gwen seems instantly smitten over him, which makes Kevin suspicious.

After touring Michael's headquarters, Ben offers him a spot on their team, but Kevin says they should get to know him better first. Ben tells Kevin that Michael's powers and equipment could be helpful, and repeat's his offer to him, to which he accepts. A power surge occurs soon after, and Ben notices from Michael's monitor that the energy drain levels at the power plant are unusually high, so they head there to investigate.

At the power plant, they encounter some zombified schoolgirls who attack them. Ben transforms into a new alien, Chromastone, and later Gwen suddenly seems like she is about to faint. Michael then offers her to use some of his energy by holding his hand, which she uses to fend off an attack. Michael then fires a blast of energy towards some overhead pipes, causing them to fall down. This allows the girls to escape, for which he apologizes, making it seem like a mistake. When Mike invites Gwen to dinner, Kevin uses the opportunity to break into Michael's house, despite Ben telling him not to. When Trina comes to the house looking for Michael, he notices that she has similar star-shaped marks on her arm to those of the zombified girls at the power plant. Ben and Kevin then presume that whenever Michael touches someone, usually a girl, he makes a mark which attracts them to him and allows him to drain their energy.

Gwen grab Morningstar

Gwen reabsorbs her powers back from Michael.

Meanwhile, while Michael and Gwen are still alone, Michael grabs Gwen's hands and drains her energy, which makes her zombified like the girls at the power plant. Ben and Kevin find Michael by tracking his Plumber Badge. Seeing that had drained Gwen, Ben transforms into Jetray and Kevin absorbs the stone floor. They both attack him, but Michael easily subdues both of them with his newly strengthened powers.

Gwen then surprises Michael by grabbing onto his arms and reabsorbing her energy, including some of his. Now in a weakened state, Michael commands the other girls to give him their energy. They ultimately turn against him and take their energy back as well, returning them to their normal state and leaving him looking drained and weak. Kevin then takes Michael's Plumber badge and crushes it, saying he doesn't deserve it.

While driving away in Kevin's Car, Ben apologizes for being too quick to trust Michael, and that he should have better judgment in going forward with their plan. Gwen says that it wasn't all his fault because Michael had control over her. Kevin then calls Ben a jerk, which prompts him to ask when he was going to ask Gwen out.

Noteworthy Events

Major Events

Debuts

Omnitrix Alien debuts

Minor Events

  • This episode reveals that when Kevin absorbs a material it serves as a second skin layer.
  • It is revealed that Plumber Badges have a communicator function.

Characters

Villains

Aliens Used

Quotes

Quotes


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

Quotes


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

Quotes


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

Quotes


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


Quotes Right

Quotes


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

Quotes


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


Quotes Right

Quotes


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

Quotes


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

Quotes


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

Naming and Translations

Language Name Origin
French Tout ce qui brille All that glitters
Hungarian Minden ragyog Everything Shines
Portuguese (Br) Nem Tudo Que Reluz... Not All That Glitters...
Spanish (HA) Todo Brilla Everything Shines
Spanish (Spain) Todo Lo Que Reluce All That Glitters

​Allusions

  • The title of the episode is based on the saying "All that glitters is not gold".
Ben 10: Alien Force Episodes
Season 1
Ben 10 Returns: Part 1Ben 10 Returns: Part 2Everybody Talks About the WeatherKevin's Big ScoreAll That GlittersMax OutPier PressureWhat Are Little Girls Made Of?The GauntletParadoxBe-KnightedPlumbers' HelpersX = Ben + 2
Season 2
Darkstar RisingAlone TogetherGood Copy, Bad CopySave the Last DanceUndercoverPet ProjectGroundedVoidedInside ManBirds of a FeatherUnearthedWar of the Worlds: Part 1War of the Worlds: Part 2
Season 3
Vengeance of Vilgax: Part 1Vengeance of Vilgax: Part 2InfernoFool's GoldSimpleVreedle, VreedleSinglehandedIf All Else FailsIn Charm's WayGhost TownTrade-OffBusy BoxCon of RathPrimusTime HealsThe Secret of ChromastoneAbove and BeyondVendettaThe Final Battle: Part 1The Final Battle: Part 2
Movies
Ben 10: Alien Swarm