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Game Over

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Game Over
Game Over
General Information
Original broadcast February 24, 2007
Series Ben 10
Season 3
Episode number 32
Overall number 32
Written by Marty Isenberg
Directed by Scooter Tidwell
Episode Guide
Previous episode Benwolf
Next episode Super Alien Hero Buddy Adventures
Gallery Cast Errors

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 transforms 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 and Upgrade reverts back into Ben. 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, grabs it, and transforms into Four Arms, 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 the Cannonbolt icon is near a column and walks toward it. The column changes into Kenko's dragon form, he quickly wraps himself around Gwen and Ishiyama and lashes his tail at Ben. He demands to know more about the Upgrade icon, threatening to make them pay with their lives. When Gwen mentions the real world, Ishiyama says he will rule it with an iron fist. Ben grabs the Cannonbolt icon andtransforms into Cannonbolt. and Cannonbolt proceeds to dispatch Kenko. Kenko releases them, escapes and 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, breaking the statue, and they ride the dojo's platform to level 13. Her body then returned to normal. At the arena, Kenko appears as one of the arena's lion statues and attacks them. Gwen and Ishiyama fight off Kenko, while Ben searches for the Upgrade icon by breaking crates with his sword. Kenko changes into a pterosaur form and Gwen cuts his wing with her shuriken. He changes into his dragon form and wraps both Ishiyama and Gwen in his tail. When Ben finds the crate with Upgrade's icon on it, Kenko changes to his normal form and tries to get it, but Ishiyama fights him off. Ishiyama then loses his last life and Kenko appears. Ben transforms into Upgrade and 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)

Aliens Used

Naming and Translations

Language Name Origin
Greek Τέλος Παιχνιδιού Game Over
Hungarian Játék vége Game Over
Portuguese (Br) Fim de Jogo Game Over
Spanish (HA) El Juego Terminó The Game Ended
Spanish (Spain) Fin de Partida Game Over


  • When Upgrade turned himself into a ball to get himself and Gwen out of the game, he strongly resembled Cannonbolt in ball form.
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 BreakSurvival 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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