Ben 10 Planet

Eye of the Beholder

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Eye of the Beholder
Eye of the beholer
General Information
Original broadcast February 11, 2011
Series Ben 10: Ultimate Alien
Season 2
Episode number 22
Overall episode number 120
Written by Len Uhley
Directed by Dan Riba
Episode Guide
Previous episode The Transmogrification of Eunice
Next episode Viktor: The Spoils

Eye of the Beholder is the twenty-second episode of Ben 10: Ultimate Alien.


The story begins with Baz-El is on a distant planet. He is going around, stealing some valuable gems from some statues. Later, the statues seem to come to life, and attack Baz-El.

At a stadium, Julie is having tennis practice with Ship, but Ship suddenly hears Baz-El's cries for help, and leaves Julie to help his old owner. Meanwhile, at a museum, Ben, Gwen, and Kevin are fighting some Forever Knights and Ben fights them as Humungousaur, then Julie walks to him and asks for his help in locating Ship, who left to help Baz-El. However, Humungousaur refuses because he thought Julie broke up with him again, but she never did that, but she said that they might as well be broken up again. Gwen and Kevin eventually agree to help Julie. Humungousaur finishes off the rest of the Forever Knights and goes to Jimmy Jones to discuss his struggle with Julie. Jimmy suggests to go talk to her, so Ben transforms into Jetray and flies into space to find them.

Jetray into hyperspace

Jetray going into hyperspace

Meanwhile, Baz-El is held captive by some Churls led by Strabismus, who torture him to reveal the location of the missing statue eye. Ship then arrives to save Baz-El, but the Churls combine their power to strike Ship down.

Gwen, Kevin, and Julie find Ship and although Ship recovers with Gwen's help, Ship refuses to return to Earth without saving Baz-El first. Ben arrives at the planet, but everyone gives him the cold shoulder. As Gwen and Julie are walking, Kevin tells Ben that the reason Julie broke up with him in Duped was because he was being a big jerk.

Julie in fight suit

Julie in Battle Armor

Soon, they reach Baz-El, who is still being tortured by the Churls to reveal the location of their precious artifact, the Occulent. However, Julie and Ship's loud talking blows their cover, and the aliens find them. They knock out Ben, Gwen, and Kevin before they could do anything. Strabismus tries to convince Ship to reveal the location of the Occulent for the safety of his friends' lives.

Ultieme moerasvuur 6

Ultimate Swampfire battling the guard

As the Churls grow impatient, they threaten Julie, but Ship merges with Julie to form their battle-suit and she knocks them out. As they work to fight the aliens, Ben becomes Brainstorm to free Baz-El, which works. Strabismus yells at Brainstorm for destroying the altar in an act of blasphemy. The statues called the Sentinels awaken and begins to fight. Brainstorm becomes Swampfire, but later changes to Ultimate Swampfire and everyone begins to fight the Sentinels. However, it is revealed that Baz-El really did had the Occulent, so Julie does the Heimlich maneuver on him and makes Baz-El cough out the Occulent. The Sentinel that is missing its Occulent puts it in his eye socket and all of the Sentinels go back to stone. Baz-El explains that it is his job to measure all of the different elements on planets and also tends to take a few souvenirs for purchase as part of his "retirement plan".


Ben and Julie.

Julie gives Ship to Baz-El, saying that Ship would be happier with him. But Baz-El intends to sell Ship to get even more money for retirement. However, Ship decides to remain with Julie, which makes her happy, so Baz-El decides to stick with it. When Baz-El leaves, Ben apologizes to Julie for being such a jerk, saying that he still cares about her. Julie accepts and asks him if he'll promise to make it up to her by being a better boyfriend and as Ben says he'll try, she accepts with a smile and they embrace, happily.



Aliens Used



Ben: This is ridiculous. (stumbles on the terrain) Whoa! I flew halfway across the galaxy just so Julie can tell me to buzz off again? I don't deserve this. I'm a world famous hero!
Kevin: You're a world famous jerk!! Woah! (absorbs the ground and creates cleats for his shoes) That's better. And if you weren't such a jerk, maybe she wouldn't have dumped you in the first place!
Ben: Oh, and now you're the expert on feelings?
Kevin: No, but I'm an expert on jerks.
Ben: You know I don't have to take that from--Yah! (slips, Kevin smiles)

Quotes Right


Julie: Is he going to-
Gwen: Shhhhh! I need to concentrate. My magic doesn't work well on technology. (hears Kevin chewing) What are you doing?
Kevin: Eating.
Gwen: So I heard.
Kevin: It's a fleen cake, want some?

Quotes Right


Julie: I appreciate this.
Gwen: Don't worry about it, we're glad to help.

Quotes Right


Baz-El: (Mocking Julie) Oh, he's a cannon! Now, he's a battle cruiser! Good boy, Ship!

Quotes Right


Ben: Hey, I know I'm a jerk sometimes.
Gwen and Kevin: Sometimes!?
Ben: I got this.
Ben: (to Julie) But, you're the only person in my life, besides them, who isn't impressed by all that other stuff. You know the real me, faults and all and that's okay with you. Kinda.
Julie: "Kinda." You promise you'll do better?
Ben: (with a nervous smile) I promise I'll try.
Julie: (smiling) Then I'll try too.

Quotes Right

Naming and Translations

Language Name Origin
Portuguese (Brazil) Os Olhos de Quem Vê The Eyes of Who Sees
Spanish (Latin America) Todo Depende del Cristal Con Que Se Mire All In The Eye of the Beholder
Spanish (Spain) Ojos Intocables Untouchable Eyes
Hungarian A tanu szeme The Witness' Eye


  • Omnitrix error in Transformation of Jetray
  • Omnitrix error in Transformation of Brainstorm
  • When Ben transforms into Jetray and Brainstorm, he has the Omnitrix on his wrist, rather than the Ultimatrix.
  • During Jetray's transformation, the Omnitrix is green in one scene and black in the next.


  • Ben thought that Julie broke up with him, but Julie only said that because due to Ben having so little time for her, they might as well be broken up.
  • Baz-El is revealed to be a treasure hunter.
  • Ship is revealed to be more intelligent than he was when we last saw him, clearly understanding a lot more than he is usually thought of understanding despite still mostly saying the word "ship", from which his name comes. At the end however, he says Julie's name, his first word other than "ship".

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