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General Information
Original broadcast December 4, 2009
Series Ben 10: Alien Force
Season 3
Episode number 37
Overall number 89
Written by Len Wein
Directed by Butch Lukic
Episode Guide
Previous episode Ghost Town
Next episode Busy Box
Gallery Cast Errors

Trade-Off is the thirty-seventh episode of Ben 10: Alien Force.


Tradeoff gwen michael

Michael absorbing Gwen once again

Kevin barges into Darkstar's hideout. As they rumble Darkstar offers a partnership where both of them will regain their original appearances. He explains that a mystical artifact called the Dominus Librium has the power to transfer energies in order to balance them thus returning the object to its previous undamaged form. The artifact is located in an dangerous island filled with traps. They go to the island and eventually get the artifact.

Meanwhile, Ben and Gwen try to contact Kevin for a mission. He doesn't answer, so they decide to go on by themselves. After using the artifact, Kevin loses his powers and regains his human appearance as does Darkstar. Darkstar sucker punched Kevin and keeps the artifact as he retreats. Kevin returns home, shocking Ben and Gwen, who sensed his regular skin. He doesn't tell them about his alliance with Darkstar. Later, the trio fight off some Forever Knights, Kevin is told to stay in the car due to his current lack of powers. He comes in and helps them fight anyway.

As he drops the Tennysons home, he asks Gwen if she liked to go out with him. Gwen declines as an image of Darkstar appears instead of Kevin. Due to this, Gwen finds out what he did and goes to fight Darkstar, but Michael uses the Librium and starts absorbing her energy. Kevin and Ben come to help but Darkstar absorbs Ben's energy as well. Since Kevin can't do anything he grabs the Librium which overloads and explodes. Because of this, Kevin was turned back to his previous mutation, with Darkstar also reverting back/ Darkstar vows to get revenge and flees. Gwen tries to apologize to Kevin but he says it's fine, as it was his fault and it wasn't worth Gwen's safety. Then, Kevin, Gwen and Ben go to Mr. Smoothy.

Noteworthy Events

Major Events

  • Darkstar returns and makes an offer to Kevin to return to their original forms.
  • Kevin returns to his human form but loses his powers.
  • Kevin reverts to his mutated form.



Aliens Used



Darkstar: Can't you feel it? The Librium is transferring your excess energy into me.

Quotes Right


Kevin: It... hurts!
Darkstar: Nothing... worth having is gained... without effort!

Quotes Right


Ben: Then I guess it's time for... (tries to transform into Humungousaur) Big Chill!? (groans) Never what I ask for. Never!

Quotes Right


Gwen: (To herself) Michael's mana led me to him like a beacon. He's inside, I can feel it. (Makes steps out of mana and walks over fence and enters Michaels lair ready to fight)
Michael: (Sees Gwen in mirror from admiring his face) Ah, lovely Gwen. I've been expecting you.
Gwen: I'll just bet you have. Kevin's aura stinks of you. Tell me what you did to him and maybe I'll go easy on you. (Mana's color gets more intense)

Quotes Right

Naming and Translations

Language Name Origin
French Le Marché The Trade
Hungarian Indítsd a frekvenciát Start the Frequence
Portuguese (Br) A Troca The Exchange
Spanish (HA) El Intercambio The Interchange
Spanish (Spain) Intercambio Interchange


  • The background music in the temple when Kevin and Darkstar take the artifact is the same music as in Ben 10 Alien Force: The Rise of Hex.
  • The plot of this episode, mainly Kevin's role, is similar to The Thing from the 2005 Fantastic Four film, in which The Thing is assisted by a villain in reverting to normal from a disfigured form, but decides to re-mutate himself in order to save his friends from the same villain.
Ben 10: Alien Force Episodes
Season 1
Ben 10 Returns: Part 1Ben 10 Returns: Part 2Everybody Talks About the WeatherKevin's Big ScoreAll That GlittersMax OutPier PressureWhat Are Little Girls Made Of?The GauntletParadoxBe-KnightedPlumbers' HelpersX = Ben + 2
Season 2
Darkstar RisingAlone TogetherGood Copy, Bad CopySave the Last DanceUndercoverPet ProjectGroundedVoidedInside ManBirds of a FeatherUnearthedWar of the Worlds: Part 1War of the Worlds: Part 2
Season 3
Vengeance of Vilgax: Part 1Vengeance of Vilgax: Part 2InfernoFool's GoldSimpleVreedle, VreedleSinglehandedIf All Else FailsIn Charm's WayGhost TownTrade-OffBusy BoxCon of RathPrimusTime HealsThe Secret of ChromastoneAbove and BeyondVendettaThe Final Battle: Part 1The Final Battle: Part 2
Ben 10: Alien Swarm

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