|Original broadcast||February 24, 2007|
|Overall episode number||32|
|Written by||Marty Isenberg|
|Directed by||Scooter Tidwell|
|Next episode||Super Alien Hero Buddy Adventures|
Game Over is the thirty second episode of Ben 10.
Ben and Gwen are playing Sumo Slammer Smackdown, and Gwen is beating Ben at it. As a result, Ben takes Gwen's controller and makes her lose a life. He then turns into Upgrade and merges with the computer, setting Gwen's score to 0. As Gwen tries to get Upgrade out, lightning hits the van's satellite dish and sends them both into the game.In the game, Ben dominates as Upgrade. Gwen says they should use Upgrade's power to get home and the Omnitrix times out. It's not long before they realize that all of the aliens in the Omnitrix are locked, and they have to collect tokens in order to unlock them. On the way, Ben and Gwen find Ishiyama, the hero of the game, on level 2. Here, Ben finds an icon that resembles Four Arms and grabs it, unlocking the alien. Four Arms makes a fool of himself trying to impress Ishiyama, while Gwen saves him from virtual death. They must progress through the levels in order to get the Upgrade icon on level 13, and this will allow them to leave the game. Ishiyama then notifies them of a shortcut to the Sumo Slammer Arena. Ishiyama grows fond of Gwen, while Ben feels left out and eventually started to do irrational things to get Ishiyama's attention, which went against his will. However, as they get closer, the villain of the game named Kenko hears them and wants the Upgrade icon. Ben sees that the Cannonbolt icon is not far, and grabs it. Cannonbolt proceeds to dispatch Kenko. The trio then deal with Kenko's minions. Max, seeing that the game is still on, pauses it and moves to turn it off. Cannonbolt says if the game is turned off, all progress will be deleted along with them. Able to communicate with Max, they tell him to unpause the game and just let them handle it. Unpaused, they defeat the minions, but one hits Cannonbolt before dying, causing him to hit Ishiyama and reduced him to his last life. Gwen answers the riddle that is needed to proceed to level 13. The statue then bathes her in water, turning her into a sumo.
After she and Cannonbolt exchange fat jokes, she slams the ground and they ride the dojo to level 13. Her body then returned to normal. At the arena, Gwen and Ishiyama fight off Kenko, while Ben finds the Upgrade icon. Ishiyama then loses his last life. Upgrade pushes Kenko out of the arena, only for Ishiyama to return and say that he wishes to accompany them. Max shows them that Kenko pretended to be Ishiyama. Kenko then kidnaps Gwen, and Upgrade goes after them. Using his powers he destroys Kenko's armor and resurrects Ishiyama. When asked by Upgrade who the better warrior is, Ishiyama says it is Max as he saw through Kenko's disguise. The watch begins to time out and Upgrade quickly grabs Gwen and teleports out of the game. When they arrive, Ben immediately checks the watch, confirming that all his aliens are still there for transformation. In the real world, the two run outside and play "real-world style" while Max stays, playing the video game.
- Kenko (first appearance)
- Kenko's slaves (first appearance)
- Robo-Sumos (first appearance)
- Sumo Enemies (first appearance)
- After Gwen is turned into a sumo, Cannonbolt's back is white instead of yellow.
- When Ben found the Four Arms/Upgrade icons, he had to activate the Omnitrix to use them. But when he found the Cannonbolt icon, he changed instantly.
Naming and Translations
|Portuguese (Brazil)||Fim de Jogo||Game Over|
|Spanish (Latin America)||El Juego Terminó||The Game Ended|
|Spanish (Spain)||Fin de Partida||Game Over|
|Greek||Τέλος Παιχνιδιού||Game Over|
- Upgrade is the only alien used in the game to not have a new appearance.
- When Upgrade turned him into a ball to get him and Gwen out of the game, he strongly resembled Cannonbolt in ball form.