34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Original Continuity.

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 run away.

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.

Upchuck debut

Perk Upchuck debut.

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.

Noteworthy Events

Major Events

Character Debuts

Omnitrix Alien Debuts

Minor Events



Aliens Used

Spells Used



Perk Upchuck: What's this thing supposed to do?
Xylene: (dramatically) You're going to eat it!
(Perk Upchuck looks blankly at her)
Xylene: Literally eat it. That's your power.

Quotes Right


Xylene: (to Grandpa Max) You haven't changed a bit from the last time I saw you.
Wildvine: (merged with a tree, spying on them) Ugh! If this keeps up, I'm gonna start hurling sap!

Quotes Right


Gwen: (about Xylene) Grandpa seems to really like her. Maybe we should give her a chance.
Ben: Yeah, right! Next thing you know, she'll be wanting us to call her "Grandma Lizard"!

Quotes Right


Xylene: Now SPIT!
(Upchuck does so, causing a big hole in the robot)
Upchuck: Cool! Exploding loogies! I'VE GOT UPCHUCK POWER!
Gwen: Ugh! Great... like you weren't disgusting enough already!

Quotes Right

Naming and Translations

Language Name Origin
Hungarian A látogató The Visitor
Portuguese (Br) A Visita The Visit
Spanish (HA) La Visitante The Visitor
Spanish (Spain) El Visitante The Visitor


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