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If All Else Fails

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If All Else Fails
If all else fails
General Information
Original broadcast November 6, 2009
Series Ben 10: Alien Force
Season 3
Episode number 34
Overall episode number 86
Written by Adam Beechen
Directed by Butch Lukic
Episode Guide
Previous episode Singlehanded
Next episode In Charm's Way

If All Else Fails is the thirty-fourth episode of Ben 10: Alien Force.


An earthquake awakens a Highbreed officer, who had been kept in stasis in a bunker, to be awakened if the Highbreed lost the war. Following his orders, he begins to activate a fail-safe weapon with the intention of destroying Earth. Mind-controlling seeds take over Grandpa Max and five others, using them as the brain for a living bomb that will end all life on the planet. The Highbreed officer refuses to believe Ben's claims of peace and won't divulge how to stop the creature. While Gwen and Kevin try to slow it down, Ben enlists the aid of Reinrassic III to get the Highbreed officer to cooperate. Unable to stop the monster from the outside, Ben, Gwen and Kevin sneak inside the monster to destroy it within. They manage to save the human beings used as its brain and the Highbreed officer sacrifices himself to dispose of the creature safely.



Aliens Used



Gwen: Just tell us... Are there any more Highbreed doomsday plans left on Earth we should know about?
Reinrassic III: Absolutely not! (pauses) Um, I will... check the records.

Quotes Right


Kevin: We're not gonna just stand here and let the brussel sprout that walks like a man nuke us, are we?

Quotes Right


Kevin: Come on. We'll follow in my car.
Ben: Forget the car. I've got a better idea. (selects Way Big, but becomes Humungousaur)
Humungousaur: Way Big... Aw, man! Humungousaur. I wonder if the Omnitrix is still under warranty.

Quotes Right


Gwen: Having fun?
Kevin: Pros of camp-outs: fresh air, barbecue burgers. Cons of camp-outs: your Grandpa Max's old Plumbers stories that we've heard ten times before.

Quotes Right


  • The Highbreed is shown flying away
  • The Highbreed is shown with Reiny
  • Only Ben and gang are shown escaping
  • After Seedling 2 reported in, Seedling 3 (via Max Tennyson) reported to the Highbreed that five Seedlings were present. However, when Max had shown up, four other Seedlings were already present and Seedling 2 did not show up until after Seedling 3 did, meaning that there were six Seedlings and not five.
  • When the Highbreed officer flew into the Highbreed Tree Monster, after the scene where they show Reinrassic III and the soldiers, the Highbreed officer was with them.
  • Humungousaur and the Highbreed Tree Monster's heights change throughout the episode.
  • When the Highbreed Tree Monster was about to fall down and the Highbreed officer ask Ben's team to gather all the people and get out, only Ben's team got out and they didn't gather all the people.
  • The Highbreed officer appears not to have been affected by the Omnitrix wave in War of the Worlds: Part 2. Of course, this may mean that not all Highbreeds' coloration or shape changed.

Naming and Translations

Language Name Origin
Portuguese (Brazil) Último Recurso Last Resource
Spanish (Latin America) Si Todo lo Demás Falla If All Else Fails
Spanish (Spain) Si Falla Todo Lo Demás If All Else Fails
Hungarian Ha más nem marad If Nothing is Left
French À court d'idées Run out of ideas



  • This is the second time Reinrassic lll has helped Ben defeat a Highbreed. The first being War of the Worlds: Part 2.
  • One of Grandpa Max's stories (the one he finishes when the team saves him) is about Devin Levin, Kevin's father.

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