The Visitor is the thirty-ninth episode of Ben 10.
Meanwhile in an arctic landscape, Two men riding snowmobiles come across a strange pod in a snowbank. They accidentally open it, but when an alien named Xylene exits from it. They become afraid and away and Xylene wants the Omnitrix.
Meanwhile in a park, Gwen is flying a kite when Wildmutt steals it. She casts a spell on him that causes the dogs in the area to be attracted to Wildmutt. They swarm over him and Wildmutt runs and they chase him. Wildmutt climbs a tree, but the branch breaks and he reverts back into Ben. Ben and Gwen notice that Max looks sad, but he denies it, and says that he needs some time alone. Gwen drags Ben away and tells Ben that Max and their grandmother met in St. Louis, so Max is sad because he misses her. Suddenly, the kids at the playground panic as Xylene is present and grabs Ben telepathically and demands the Omnitrix. Ben transforms into Heatblast and attacks her. She fights him with telepathy, but Max arrives, and Xylene recognizes him.
Meanwhile back at the snowbank, The snowmobilers, along with others, go to the site of the pod, and a Vilgax's robot drones emerges and attacks them and it begins to dismantle the snowmobile. Ben feels rejected due to the fact that Xylene hasn't spoken to him yet and Max explains that they worked together a lot during Max's early Plumber years. Xylene reveals that she sent the Omnitrix to Earth after being attacked by Vilgax. Max tells Xylene about how Ben defeated Vilgax through sending him into the Null Void and Xylene calls her ship. Ben doesn't trust Xylene and follows her and Max as Wildvine. Xylene asks Max to accompany her and help her out in the galaxy, which shocks Wildvine. Then, a giant Vilgax drone arrives and attacks Ben and Gwen.
Ben transforms into Four Arms as Max and Xylene arrive into the Rust Bucket. Four Arms attacks the robot as Xylene telepathically trips it, Max shoots it, and Gwen casts a spell on it. Xylene throws it into the Rustbucket and it grabs parts from the Rust Bucket and adds them to itself and The Rust Bucket explodes. Xylene and Max blow up the robot and Four Arms tears it apart. But, the drone flees into the woods. Later, Diamondhead, Gwen, Max, and Xylene put the Rust Bucket back together. At a ranger station, the drone steals parts from a car. Xylene reveals that the Omnitrix was supposed to go to Max and Diamondhead reverts back into Ben. Ben is angry and disappointed, and runs off. Gwen goes after him. Ben tells Gwen that he thinks that Max will go with Xylene. Xylene and Max continue to repair the Rust Bucket when the drone arrives and it knocks Xylene away. Ben and Gwen hear it and rush to the Rust Bucket and it grabs Max and flies off as Ben and Gwen arrive.
Ben realizes that the drone kidnapped Max to lure Ben. Xylene says that they can save Max if they work together, and the three declare a truce. Gwen realizes that the drone probably went to the docks. Ben goes there on his hoverboard. The drone is controlling Max's Plumber suit. Max tells Ben to do whatever he has to to destroy the drone. Ben offers the drone the Omnitrix, and Xylene and Gwen arrive. The drone grabs Ben, but Xylene frees him. Gwen pushes the drone away on a forklift. Xylene frees Max and crushes it with a crate, but it merges with the tank that was in the crate. The drone still controls Max. Xylene tells Ben to destroy the original drone and unlocks a new alien form in the Omnitrix for Ben and he transforms into, Perk Upchuck. She tells Upchuck to eat the drone. Upchuck leaps onto the drone and begins to eat parts. He then spits an energy ball. Upchuck continues to eat the drone as Xylene frees Max. Upchuck eats the original drone and the drone deactivates and Upchuck reverts back into Ben. At the Rust Bucket, Ben apologizes to Xylene for being a jerk and Max says that Ben and Gwen are his whole world and that he will stay for them. Xylene leaves on her ship.
- The gang learned that the Omnitrix was meant to be sent to Grandpa Max, not Ben.
- Ben first transforms into Perk Upchuck.
Omnitrix Alien Debuts
- Perk Upchuck
- Ben Tennyson
- Gwen Tennyson
- Max Tennyson
- Xylene (first appearance)
- Phil (flashback only)
- Eskimo Teens (first appearance)
- Wildmutt (off-screen transformation)
- Four Arms
- Perk Upchuck (first appearance)
Naming and Translations
|Hungarian||A látogató||The Visitor|
|Portuguese (Br)||A Visita||The Visit|
|Spanish (HA)||La Visitante||The Visitor|
|Spanish (Spain)||El Visitante||The Visitor|
- The trio's thirty,eighth stop is St. Louis.