Ben 10 Planet

OTTO Motives

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OTTO Motives
Upgrade vs. OTTO
General Information
Original broadcast November 9, 2013
Series Ben 10: Omniverse
Season 4
Episode number 36
Production number 38
Overall number 186 (U.S. Airing Order)
188 (Production Order)
Written by David McDermott
Directed by Dan Riba
Episode Guide
Previous episode Mud Is Thicker Than Water
Next episode The Ultimate Heist

OTTO Motives is the thirty-sixth episode of Ben 10: Omniverse.


Back in the Null Void in the past, a younger Kevin is seen moving some objects around. A younger Argit walks up with another object and they both talk about how difficult it is to bring the objects together. Suddenly, a robot named Otto arrives and says that he is going to use the objects to help them get out of the Null Void. Otto tricks Kevin and Argit into turning on the device and escapes without them, leaving now-dismayed Kevin and Argit trapped in the Null Void.

Back in the present, on Khoros, Kevin and Rook arrive and Kevin comments on Rook being a slow driver. He then suggests to leave the weapons in the truck in case the guards confiscate them. Rook agrees and puts away his Proto-Tool and they both head for the front gate. Some aliens are seen wanting something to drink but the Tetramands doesn't give them any. Kevin and Rook enter into the Khoros Car Show where Kevin explains the event. Blarney T. Hokestar is seen using a smoothie to power a car and even Sevenseven can be seen holding Twotwo while enjoying the event. Kevin finds an item he needs but Rook comments that it has been banned in over 12 systems. Kevin responds saying it's still legal in three and the vendor is forced to let Kevin take it for free. Kevin and Rook suddenly bump into Argit and Kevin wonders if Argit is up to no good. Argit tries to say he is a "solid citizen" but Rook says he has broken into a warehouse and stole illegal equipment. Suddenly, Kevin spots someone and it turns out to be Otto to which Argit replies that they have been looking for him for five years to get payback. Kevin and Argit suddenly start to charge at Otto but they are briefly stopped by Otto's Violet Offenders. Kevin and Argit are restrained but Otto tells the Offenders to let them go saying they were once associates back in the Null Void. Otto says he tried looking for a way to get them out but Kevin doesn't buy it. However, Otto then offers a job for Kevin saying the dangers are great but the profit is good. Kevin objects and Otto has the Violet Offenders attack the group saying it's a stick up.

Kevin, Rook, and Argit all duck for cover and Kevin urges Rook to call Ben. Ben answers the phone and Rook tells him that there is trouble. Before Rook could finish, the phone gets blasted out of his hand and Otto and the Violet Offenders run toward the main gate. Kevin then absorbs some metal and he and Rook start to chase after Otto's group (with Argit staying behind). The Tetramands are also seen trying to shoot down Otto's group while Rook and Kevin run toward the Offenders. Rook takes down a couple of them while Kevin takes down the other. The fourth Offender is seen holding Otto and Rook tells them to put their hands up. They do so and the Tetramands take them away. Warlord Gar suddenly appears and thanks Kevin and the others for stopping Otto's group and saving the car show. Kevin is surprised that Gar is happy to see him after not deciding to marry his daughter and Gar responds that she is away. Gar then says that Kevin, Rook, and Argit will be his honored guests at the car show but Kevin and Rook suspect something isn't right. In a prison cell, Otto is seen locked up with his Violet Offenders. However, Otto says it was part of his plan and disrupts the prison gate,unlocking it. Back outside, Kevin still suspects that something is wrong saying that Otto wouldn't pull a stunt like that while Gar is still walking the group to his castle. Gar then says he will show off his most valuable cars with Kevin and Rook questioning if it is close to anywhere he locked up Otto in. Gar confirms this and, suddenly, cars race out with Otto happily saying he's free. Kevin and Rook quickly get on one of the beasts and they begin to chase after Otto's group. Grick and Grack are seen poking fun at the way that Otto's group drives and how Kevin and Rook are riding the beasts. Kevin steers the beast into ramming into one of the Violent Offenders' cars but ends up getting thrown off his ride along with Rook. Otto's group runs right through the main gate and Argit arrives with the Proto-TRUK and Kevin's car.

On the open field, Kevin, Rook, and Argit continue to chase down after Otto's group. Rook asks to call Ben again but Kevin says that it will take too long. As Kevin tries to grip onto one of the cars, a group of Sand Rippers suddenly start to chase after them. One of the Sand Rippers bites onto the Proto-TRUK forcing Rook to call Ben again and Ben asks where Kevin is. Rook says that Kevin is facing some Sand Rippers in his car and tells Ben to hurry. Kevin is seen driving with a couple of Sand Rippers biting his car and Kevin presses a button that shocks them and knocks them off. A Sand Ripper also attacks Otto's car and Otto tells the Violet Offenders to head up the slab. Kevin confirms it's a good idea as the Sand Rippers cannot travel through solid rock. However, the car Otto was in nearly falls off the deep cliff and it's revealed that Kevin saved them. Otto and the Violet Offenders are seen being arrested again with Otto commenting on Rook's vehicle. As Kevin, Rook, and Argit stare down the stolen cars, the Proto-TRUK suddenly starts to transform with Otto merged with it. Otto then takes the other cars and also merges with them transforming into a giant robot. Otto starts to attack the group but Kevin, Rook, and Argit all escape in Kevin's car. As Kevin is driving away from Otto, Ben suddenly arrives saying how tough it was getting Azmuth to teleport him here. Ben then transforms into Eatle and eats parts of Kevin's car and blasts Otto down. Eatle then transforms back into Ben and Ben gets back into Kevin's car with Kevin yelling at Ben about his damaged car. After fighting off a Sand Ripper, Otto chases after Ben and the rest and Ben transforms into Upgrade. Upgrade upgrades Kevin's car into a giant robot and stands beside Otto.

Otto sarcastically acts scared to see a Galvanic Mechamorph and the two giants proceed to fight. They trade blows until Upgrade nearly blasts him off a cliff. Otto blasts him back and tries to punch Upgrade but Upgrade grabs his fist and knocks Otto off of the robot. Upgrade fully takes over the robot and turns it back into the four cars. Rook's Proto-TRUK is the only one that is badly damaged with Kevin poking fun at him. However, Upgrade transforms back into Ben and Kevin's car is badly damaged as well, leaving Kevin shocked. Back at Warlord Gar's castle, Otto is seen still damaged from his fight and Gar thanks Ben for saving his cars. Ben says that Kevin's car has been damaged and Gar is happy to give Kevin one of his cars. In space, Rook is still angry that his Proto-TRUK is still damaged and that Kevin got a brand new car. However, Kevin plans on selling the car and using the money needed to help fix both the Proto-TRUK and his car. Argit says that there is a problem and Ben confirms that since the car is made of expensive Taydenite, no one has the money to buy it. Kevin and Rook then realize in shock.

Noteworthy Events

Major Events

Character Debuts




Aliens Used



Kevin: Ben do something!! (Ben transforms into Upgrade)
Upgrade: How about an upgrade? (merges with Kevin's car and flies from the chasm)
Rook: Well done!
Kevin: Wait, you could have upgraded me like this any old time?
Upgrade: You told me never to touch your car!

Quotes Right


OTTO: Ooh! a Galvanic Mechamorph! I'm trembling it by the multi-trillion tayden shoes!
Rook: Ben! Avoid damaging the arms and legs! Those cars are worth more than many planets!
Upgrade: What about the part that looks like your truck?
Kevin: Go to town, buddy!
Rook: Pardon me?
OTTO: Ha! A challenge! Ha-ha! Solid state!

Quotes Right


Kevin: (to Rook) Looks like your ride's gonna need a little body work.
Upgrade: Ha, sorry Rook. (Upgrade detransforms, Kevin see his car even more damaged)
Rook: (to Kevin, who looks shocked) If you like, I can lend you my wrench.

Quotes Right


  • For a split second after Ben first becomes Upgrade, the palms of his hands are miscolored black, as opposed to their wide-spanning green.
  • The episode title is misspelled as "Otto Motive" on the Cartoon Network website. 

Naming and Translations

Language Name Origin
Hungarian Otto Motívumok OTTO Motives
Polish Otto Otto
Portuguese (Br) OTTO Motivos OTTO Motives
Spanish (HA) Los motivos de OTTO OTTO Motives
Spanish (Spain) Los propósitos de OTTO The Purposes of OTTO


  • The title is a pun on the term automotives, another word for cars.
  • This episodes makes several references to Transformers:
    • The head of Upgrade's Battle mode resembles the helmet usually worn by Optimus Prime from Transformers Generation 1.
    • Merging several vehicles together to form one huge robot is a common theme in giant robot series, especially Transformers.
    • When Otto became one with the Proto-TRUK and the four alien cars he stole he called himself Otto Gestalt. "Gestalt" means an organized whole that is perceived as more than the sum of its parts. This is a parody of the Transformers Combiners.
    • The metal that Kevin absorbs is from a black and red car with six wheels. This car is, in fact, a reference to Crasher, a character from the Transformers' spin-off, Gobots, from Tonka. It's also the inspiration for Fistina.


Start a Discussion Discussions about OTTO Motives

  • is this an error

    9 messages
    • Superbike10 wrote: Madlooney6 wrote:It is fun to look for errors in programs, especially in cartoons. It is also something to add in articl...
    • Superbike10 wrote:Madlooney6 wrote:It is fun to look for errors in programs, especially in cartoons.It is also something to add in articles. ...
  • OTTO Motives has premiered!

    25 messages
    • I just spelled it for you because I know the four of them as the Sotoraggian mercenaries. I saw a bit of SevenSeven's skin, and it is gray. I...
    • Bendude123 wrote:i like a lttle bite like that episode Very awkward

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