Ben 10 Planet

Darkstar Rising

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Darkstar Rising
General Information
Original broadcast October 10, 2008
Series Ben 10: Alien Force
Season 2
Episode number 14
Overall episode number 66
Written by Dwayne McDuffie
Directed by Dan Riba
Episode Guide
Previous episode X = Ben + 2
Next episode Alone Together

Darkstar Rising is the fourteenth episode of Ben 10: Alien Force. It's also the first episode of the second season.


When the team finds out about the Forever Knights' ongoing activity, they realize that it was bait meant to lure them into getting arrested for impersonating Plumbers. The team fights Magister Prior Gilhil (the Plumber who got them arrested for impersonating the Plumbers) but they are defeated and are convinced to talk with the Magister.

In their conversation, Ben and Gwen mention that they are the grandchildren of the Plumber Max Tennyson. But, the Magister points out that Kevin doesn't have any Plumber ancestry, much to Kevin's annoyance. He then blurts out that his biological father was one. On hearing this, Ben and Gwen are surprised, as they were not aware of this. They are then prohibited to continue their investigations on alien activity and Magister Prior Gilhil asks for Kevin's badge, as he had stolen it from Magister Labrid. Gilhil warns him that if he doesn't give the badge, he would be thrown in the Null Void again. As a result, Kevin gives his badge to the Magister, which makes him sad. Ben gets ready to attack, but Magister Prior Gilhil tries to prevent Ben and Gwen from attacking; Ben turns into Goop and traps Magister Prior Gilhil. Gilhil then drops his gun, rendering him powerless.

The next day, the team is at Mr. Smoothy. Ben is enjoying a smoothie while Kevin is still gloomy about the last night's incident. Ben tells him that it doesn't matter, which makes Kevin angry and he holds Ben by his collar. Gwen tries to calm down Kevin while Ben asks him why is he acting so rudely to him. Kevin confesses that the reason he joined the team is because he wants to become a Plumber like his father one day and why he likes to know about alien tech so much. His mother used to tell him stories about his father when he was little and in spite of all this, he doesn't even remember meeting his father. After this, Kevin leaves Mr. Smoothy and goes to his garage in his car. Meanwhile, a masked figure breaks into a DNAlien hideout and fights the Highbreed Lord. He then absorbs some of the Highbreed's power so the Highbreed can listen to what he says. The masked figure sets up a deal with the Highbreed, in which they set up a plan to get the team arrested.

At night, Gwen comes there and mentions that she has brought a present for Kevin. They are about to kiss, when all of a sudden a Highbreed busts through the wall and tries to kill them. The Highbreed proves to be too strong; he knocks Kevin out while he was trying to prevent Gwen from getting killed. Ben finally comes along as Humungousaur and throws the Highbreed. Then, Magister Gilhil comes and puts them under arrest for impersonating Plumbers again, but they soon get attacked by the same masked figure who tries to absorb all their powers and captures them, while Gwen manages to escape.

Feed my hunger!
Darkstar draining energy from his captives

The masked figure takes all of them (except Gwen) to his hideout where he reveals to them who he is. The enemy shows himself to be Michael Morningstar who now calls himself Darkstar since as a result of his previous defeat. He has gained a zombified appearance, while his powers have been greatly amplified and thus he needs even more power to feed his burning hunger, and then he tries to absorb all of their powers. Then Gwen comes in with an army of DNAliens who beat up Darkstar along with Ben, Kevin, Gwen, and the Magister. After Ben defeats him, they realize the Highbreed Lord and the DNAliens have escaped. Magister Ghilhil gives Kevin his badge back, and tells the group that now they are the ones in charge of protecting Earth. He then sends Darkstar to the Null Void.

Major Events

Gwen and Kevin almost kiss
Gwevin305Added by Gwevin305
  • Ben and the gang are now honorary Plumbers.




Aliens Used



Magistar Gilhil: (Talking to Kevin) You feelin' froggy, son. Jump.

Gwen: (Puts her hand on Kevin's shoulder) And if you're feeling smart, don't.

Kevin: (Smiles, along with Gilhil) Ribbit. (Attacks Gilhil)
Quotes Right


Magister Gilhil: You three are under arrest and you, I don't know what's going on here, but I'm gonna find out. You're coming with me for questioning.

Stranger: I beg to differ. No one's going anywhere, not until I make your powers my own. (starts absorbing the power of the four; Gwen is able to shield herself)
Highbreed: You promised me that if I help you.... (loses consciousness)
Stranger: I can't be trusted! (Humungousaur tries to walk towards the stranger) I almost forgot how strong you are...Ben!
Humungousaur: (reverts back to Ben)
Ben: (in a pained tone, holding his chest in pain) Who... are you... and how did you...realizes who the stranger is and widens his eyes (looks back to Gwen who is fighting back the powers) Gwen! Run!
Gwen: What?!
Ben: You've got to get away. You're our only hope! Run!! Uhhh..... (loses consciousness)
Gwen: (manages to stop the stranger's attack and escapes)
Stranger: You can't run forever, lovely Gwen. I'll have my revenge on you too. But first things first. (camera zooms over the unconscious Ben, Kevin, Gilhil and the Highbreed)
(back at a mansion, after all four have regained consciousness, all the four are in a rig with their hands chained with their bodies)
Magister Gilhil: (talking about the stranger) I don't understand what's going on, that's the guy who told me that you all were impersonating as Plumbers!
Kevin: And he scammed big ugly too!
Highbreed: (starts snarling at Kevin)
Kevin: Well, he did! Don't snarl at me!
Ben: I know who he is.
Stranger: (intruding the group talk) Do you, really?
Ben: You had to be someone who knows all about the Plumbers and the Highbreed. But most importantly, you have to be someone who has a grudge against us. Why don't you take off that dopey mask, Michael!
Kevin: Wait! That's Michael Morningstar?! The creep who tried to steal Gwen from m- (realising what he was going to say, blushes and changes his words), who stole all those powers from the girls at his prep school?!

Michael: When you ruined my plan, you nearly destroyed me! But over the weeks, my powers returned, stronger than ever! And so did my hunger. My old method of feeding is no longer sufficient!
Quotes Right


Gwen: Who said anything about being alone? (the DNAliens break into his house) They're pretty mad about you kidnapping their boss.
Quotes Right


(Darkstar gets into a fight with the DNAliens; while Gwen goes and breaks the rig, all fall on the floor; Kevin absorbs some metal and breaks his, Ben's and Magister Gilhil's chains, still leaving the Highbreed chained)
Quotes Right


Highbreed: What about me?!

Ben: Hang in there! Darkstar: (meanwhile) Too many..... to absorb.....

Gwen: And the bad news keeps on coming.
Quotes Right


(then Gwen throws Michael a shot of her powers, Echo Echo throws him his sonic blasts, Magister Gilhil shoot him with his laser gun, causing him to fly in the air; Spidermonkey kicks him down, Kevin punches him into the air with both fists again; Jetray shoots him down with his laser beams and finally Humungousaur jumps on Darkstar, making the building windows explode and making Darkstar unconscious)
Quotes Right


Gwen: (after she removes the shield from around herself, Kevin, and Gilhil) The Highbreed is gone.

Kevin: The DNAliens must have sprung 'em when we were fighting. (sees Humungousaur and runs towards him with Gwen and Magister Gilhil as Humungousaur reverts back into Ben) Ben: (bends over with his eyes closed, hands on his knees, looking exhausted) Kevin: You okay, man? Ben:(in a slightly faint voice) Tired... (falls and almost passes out) Gwen: (catching him and lowering him gently to the ground) Sit down and catch your breath. Magister Gilhil: Is he okay? Ben: (still in faint voice) Everything's spinning...... going dim..... need... smoothie..

Gwen: (slightly sarcastically as she smiles, looking down at Ben) He's fine. (Ben closes his eyes as he passes out)
Quotes Right


Gwen: I brought you a present. (throws Kevin a wooden ball)

Kevin: (catches it) What's this? Gwen: A wooden ball. Absorb it. (Kevin absorbs it) How about this one? (throws Kevin another ball and he absorbs it) It's a ball bearing. Made out of, uh, I don't know, ball bearing stuff. Kevin: Stainless steel. Gwen: I brought you a whole bag of them. All made of different materials. That way, when you fight, you can change to whatever you want. Kevin: Thank you, but it doesn't really work that way. I need a lot of whatever I'm copying. Gwen: Oh. Kevin: And what makes you think I'm still helping you guys anyway? Gwen: (holds his hand, Kevin absorbs her skin) Because you've changed. Kevin: Maybe, but I'm still on parole. That Magister can put me back in that Null Void anytime he wants. (Gwen and Kevin are about to kiss but the Highbreed Lord breaks in) Highbreed Lord: (breaks through garage wall) Human scum, I will cleanse the world of your filth. Kevin: Looks like I picked the wrong day to give up fighting monsters. (absorbs metal from his car) Gwen: It's a Highbreed. Ben says they're too strong for us to fight.

Kevin: Well, Ben ain't here. (attacks the Highbreed Lord)
Quotes Right


  • For a short time, when the Gilhil was talking to Kevin, the red button on his suit disappeared.

Naming and Translations

Language Name Origin
Portuguese (Brazil) Nasce o Estrela Sombria Born the Shady Star
Spanish (Latin America) La Aparición de Darkstar The Appearance of Darkstar
Spanish (Spain) El Alba De Estrella Negra Dawn Of Black Star


  • The name of this episode has a resemblance to the Marvel Uncanny X-Men comic Deathstar Rising.
  • When Ben said "We don't need no stinkin' badges!", it's a reference to the quote from The Treasure of the Sierra Madre and Blazing Saddles.


  • It is revealed in this episode that Kevin's biological father was a Plumber.
  • It is also revealed that impersonating a Plumber is an interstellar-class felony.
  • Gwen and Kevin were about to kiss, but the Highbreed Commander interrupts them.
  • Michael Morningstar takes on the name "Darkstar."

See Also

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