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Back with a Vengeance

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Back with a Vengeance
Kevin 11 Heatblast Vilgax
General Information
Original broadcast October 9, 2006
Series Ben 10
Season 2
Episode number 26
Overall number 26
Written by Marty Isenberg
Directed by Sebastian Montes
Episode Guide
Previous episode Dr. Animo and the Mutant Ray
Next episode Ben 10,000
Gallery Cast

Back with a Vengeance is the twenty-sixth episode of Ben 10.


A ship, revealed to be the Megacruiser from Grudge Match, flies by and a large block of ice is being taken into the vessel. Inside, aliens speculate the massive ice block and Kevin jumps down and recaps battles he has had. He’s heard of Vilgax, over and over again. He places his Heatblast hand onto the giant ice and melts it to reveal Vilgax’s face. The aliens step back after seeing Vilgax. Kevin says that they were both after the same thing. Ben, who wields the Omnitrix and has defeated them both in battle.

The Tennysons speculate the amazing sights of the Niagara Falls, hoping that they would have a great day. Unfortunately, Gwen finds Ben tweaking around with the Omnitrix. Ben claims that there might be some way to gain better control of it. As he continues to play around with it, the Omnitrix reacts and starts rotating through different alien silhouettes on its own, making Ben think that he must have busted it again, saying "maybe, it is some kind of an upgrade", and transforms into Upgrade. With amazement, he says other alien names, and he figures out that the Omnitrix also reacts to thoughts. He has unlocked the Omnitrix's Master Control. Wildmutt, looks down into the water, and he looks back at one of the tourists, asking if Max could take a picture of him and his wife. He falls overboard, and Wildmutt changes into Ripjaws to come to the rescue. After picking him up from the water, Ripjaws turns into Stinkfly to fly him back into the ship, safe and sound. Gwen and Max are shocked by Ripjaws turning into Stinkfly.

Back at the ship where Kevin is, he looks at Vilgax, saying that he doesn't look so tough. Vilgax immediately breaks free and punches Kevin away, telling him that he should have never said that. Vilgax throws a pillar straight at Kevin, and pushes him out the window, sending them both into the Megacruiser battle arena. Kevin says that Vilgax should be grateful for saving his life, but Vilgax gives allegiance to no one. After finding out that Kevin knows a lot about Ben and the Omnitrix, they form a partnership that plans to get the Omnitrix in their hands.

Gwen and Max relax with a snack, and Stinkfly is up in the trees. He spits slime into Gwen's pudding, and laughs. Stinkfly is happy that he's able to be an alien for as long as he likes. He also throws the profit money he’s gained for giving rides to tourists. Gwen and Max both are very aware of the new feature of what the Omnitrix can do, but they both claim that it might have hidden consequences. Max tells Ben to come to him for a small chat. Stinkfly transforms into XLR8, and instead of listening to what he has to say, XLR8 runs off with his pudding.

Vilgax analyzes Kevin’s DNA, and he explains that his pattern is the same as Ben’s. Kevin’s impatience lets him talk back. They both admit that they lost to Ben, but Vilgax says that with his knowledge, and Kevin’s connection with Ben, will give them victory. Kevin wants to get the situation over with, but they can only do it if the Omnitrix is active. They find the signal immediately.

The Tennysons continue to enjoy their day, and Max decides to take some pictures. Wildvine comes out of nowhere, and decides to dive into the water and bungee himself back up. In a series of photo shoots, Ben continues to play around with the alien forms, and in the lift, he decides to test which alien can spit the best loogie, and Heatblast wins. Vilgax and Kevin arrive, with Ben, Gwen, and Max surprised that Vilgax and Kevin were still alive, especially after the incidents that happened to them. Vilgax< touches the Omnitrix symbol on Heatblast to turn him back to Ben, who attempts to escape as Grey Matter, but Vilgax was able to grab him. Little did Vilgax know that Ben had unlocked the Master Control, and Grey Matter transforms into Diamondhead to escape Vilgax’s hands. Vilgax and Kevin fall down the waterfall, while Stinkfly flies Gwen and Max into safety.

Vilgax and Kevin survive the fall, and Vilgax attempts to track Ben’s whereabouts. Cannonbolt falls down on them. At the RV, Max opens up another hidden stash in the RV, and it reveals a Null Void Projector. Max says that it’s the only way to stop Vilgax and Kevin and prevent them from coming back. Kevin tries his way of luring Cannonbolt, Vilgax insists that they do it his way. He says that they should be able to get Cannonbolt out by using Max and Gwen as bait. Their plan as using them worked, though Max was able to send them to the Null Void. Unfortunately, Diamondhead was dragged in as well, and there they find no way out. Vilgax explains that the Null Void is an alternate dimension, where the evil are banished forever.

Outside, Max attempts to enter the Null Void to save Ben, but Gwen insists that he shouldn't. Instead, she decides to herself. After all, Max is the only one who knows how to use the Null Void Projector. Inside the Null Void, Heatblast is being carried by a Null Guardian, manipulated by Vilgax. Ben uses strategy to survive the attacks ordered by Vilgax. Gwen enters the Null Void, and encounters danger, but luckily, Gwen has things to prepare herself.

Kevin and Vilgax continue their search for Ben, while Max continues to hold open the portal. He says that Gwen needs to hurry. In an instant, Stinkfly and Gwen find each other, and realize that they need to get out of there. Kevin was able to grab a hold of Gwen before they reached the portal that leads them out of the Null Void, and to make it worse, they were surrounded. Ben had no other choice but to give up and save Gwen by giving up the Omnitrix to Vilgax and Kevin. Ben thinks that it would be a simple trade, but Kevin in an instant threw Gwen away and used a device to painfully tear the Omnitrix off of Ben's wrist. The Omnitrix was held in a spherical container, and Kevin takes it for himself, saying that he should be able to use it instead of Vilgax. With a fight amongst themselves in who would get the Omnitrix, Ben and Gwen were able to get out of the Null Void.


Ben with the Omnitrix again

Unfortunately, the Omnitrix was seemingly left in the Null Void, and Ben thought he would never get it back. Gwen says that she has a present for Ben. It was the container that held the Omnitrix. Gwen said that Ben may be dumb enough to throw the Omnitrix away, but she's not. In the Null Void, Vilgax and Kevin were going after a decoy, which eventually exploded. Max tells Ben that he owes Gwen a big-time thanks, but Ben had something else in mind, revenge. He transforms into Grey Matter and remembers that he zeroed out the Master Control. Gwen and Grandpa Max laugh about it.

Noteworthy Events

Major Events

  • Ben unlocks the Omnitrix's Master Control, but resets it in the end.
  • Vilgax and Kevin are trapped in the Null Void.

Minor Events

  • The Null Void's interior is first seen in this episode.



Aliens Used



(Grandpa Max activates the Null Void Projector and tries to capture Kevin and Vilgax)
Diamondhead: (appearing on the scene) I've got it, Grandpa!
Grandpa Max: Ben! Stay back!
Kevin: (getting sucked into the Null Void) What's happening!?
Vilgax: The Null Void! Nooo!
(Kevin and Vilgax get sucked into the Null Void, pulling Diamondhead in with them)
Grandpa Max and Gwen: Ben!

Quotes Right


Grandpa Max: (to Ben) Ben! Would you please pay attention to something else other than that watch?
Ben: I'm just trying to figure out how to control it better. That's all, Grandpa.
Gwen: Get real! There must be like a billion command combinations on that thing.
Ben: Yeah, so? (continues) Maybe it's some kind of an upgrade.(Transforms into Upgrade)
Upgrade: Whoa! What happened? I didn't even touch it, unless maybe now I don't have to. Grey Matter! (transforms into Grey Matter)
Grey Matter: Diamondhead! (transforms into Diamondhead)
Diamondhead: Cool! This rocks! (transforms into XLR8)
XLR8: I must have finally unlocked some kind of master control or something. (transforms into Heatblast)
Heatblast: Now I can go alien... (transforms into Wildvine)
Wildvine: Just by thinking it. (transforms into Wildmutt)

Quotes Right


Stinkfly: (to Kevin) Let her go or I'll-
Vilgax: (interrupting Stinkfly) Or you'll what?
(Stinkfly reverts back to Ben)
Ben: (to Vilgax and Kevin) Let her go and you can have the stupid Omnitrix!
Gwen: Ben, no!
Ben: (ignoring her) We have a deal or don't we, Vilgax? My cousin for this stupid watch!

Quotes Right


Gwen: You've been Stinkbutt for hours. Give it a rest, dweeb.
Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in. Check out the green I made giving rides to tourists! (drops a few cash)
Gwen: You know, I never thought I'd say this, but I'd rather see your normal jerky face for a change.
Grandpa Max: Gwen's right, Ben. Just because you can be an alien all the time doesn't mean you should be an alien all the time. Now we still don't know if there are any hidden consequences.
Stinkfly: Well, okay, Grandpa. I'll take it easy... (flies away; comes back as XLR8)
XLR8: For a millisecond. Time's up! (takes Grandpa Max's bowl of food and speeds away)
Grandpa Max: Ah. So glad we had this chat.

Quotes Right

Naming and Translations

Language Name Origin
Hungarian Dühös visszatérés Furious Return
Portuguese (Br) De Volta com Uma Vingança Back with a Vengeance
Spanish (HA) Los Malos Están de Regreso The Bad Guys Are Back
Spanish (Spain) Una Venganza Bien Planeada A Well Planned Revenge


  • There were four deleted scenes in this episode.
    • The first one was right after Ben escaped a Null Guardian's mouth. When Ben turned into Cannonbolt he opened up and said "Let's roll out of here!" and Cannonbolt rolled on a circular rock and turned into XLR8.
    • The second one was when Ben kept turning into his aliens while escaping from Vilgax, Kevin, and the Null Guardians. Right after Ben turned into Wildvine he turned into Diamondhead and made his hands sharp and slid down a rock. Then he turned into Heatblast and blasted a few Null Guardians before flying away.
    • The third was when Kevin was removing the Omnitrix. Nothing was really different but it was longer and Ben was knocked out for a couple seconds before waking up and saying he zeroed out the Master Control.
    • The last was when Ben was running away from Kevin. It was also longer where Kevin used Heatblast's fireballs, Stinkfly's goo, and Diamondhead's crystals to try and stop Ben before trying to catch him while flying.
  • The trio's 26th stop is Niagara Falls, New York.
Ben 10 Episodes
Season 1
And Then There Were 10Washington B.C.The KrakkenPermanent RetirementHuntedTourist TrapKevin 11The AllianceLast LaughLucky GirlA Small ProblemSide EffectsSecrets
Season 2
TruthThe Big TickFramedGwen 10Grudge MatchThe Galactic EnforcersCamp FearUltimate WeaponTough LuckThey Lurk BelowGhostfreaked OutDr. Animo and the Mutant RayBack with a Vengeance
Season 3
Ben 10,000Midnight MadnessA Change of FaceMerry ChristmasBenwolfGame OverSuper Alien Hero Buddy AdventuresUnder WrapsThe UnnaturalsMonster WeatherThe ReturnBe Afraid of the DarkThe Visitor
Season 4
Perfect DayDivided We StandDon't Drink the WaterBig Fat Alien WeddingBen 4 Good BuddyReady to RumbleKen 10Ben 10 vs. the Negative 10: Part 1Ben 10 vs. the Negative 10: Part 2Goodbye and Good Riddance
HijackedSnack BreakSpeeded OutSurvival SkillsRadio DazedSleepaway CamperDogged PursuitLet the Games BeginHandle with CareRoad Trip Rumble
Ben 10: Secret of the OmnitrixBen 10: Race Against TimeBen 10: Destroy All Aliens

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