34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Original Continuity.

War of the Worlds: Part 2 is the twenty-sixth episode of Ben 10: Alien Force.


After fighting their way into the Highbreed headquarters, Ben, Gwen, and Kevin battle the Highbreed and a group of DNAliens. When Kevin is injured by a Highbreed, an enraged Gwen transforms into her Anodite form for the first time and blasts his attacker off of the platform. Gwen almost loses her humanity and wants to destroy the entire Highbreed fleet by herself, but Kevin convinces her to stay human by telling her that they can still win, and that he can't lose her. Meanwhile, Swampfire manages to trap the Highbreed Commander by planting vines around him.

However, when told to call off the attack, the commander laughs and tells them that only the Highbreed Supreme, has the authority to do that. Then a large group of DNAliens surround them, but the Plumbers' Helpers and Grandpa Max show up and take them down. They all agree to stay behind and fight with the Plumbers' Kids while Ben, Gwen, Kevin, and Azmuth go to confront the Highbreed Supreme.

Ben the pilots Ship as Brainstorm through the jumpgate to the Highbreed's homeworld, where they find the Highbreed Supreme in a room with the Highbreed Councilors. The Highbreed Supreme, however, refuses to recall the fleet, speaking highly of the Highbreed's genetic purity and that all other life forms must be eradicated. Azmuth reveals that the Highbreed's obsession with genetic purity has in fact resulted in inbreeding, loss of disease resistance, and sterility in their species; they are the last generation of their species, not intent on perishing alone.

Seeing a way to save the Highbreed species, Ben uses the Omnitrix to send out an energy wave that reprograms the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. The council is stunned and horrified at the loss of their genetic purity and immediately considers mass suicide as their only honorable option, when Reinrassic III returns to convince the Highbreed Supreme that their new impurity is not undesirable and now they can live, thus recalling the fleet and being chosen by the Highbreed Council as the new Highbreed Supreme.

After the Highbreed fleet leaves, Grandpa Max decides to become the mentor of the Plumbers' Helpers and the new Plumber's Kids. Julie decides to go home, and Ben promises to walk her to school the next day. Darkstar is nowhere to be found, but Kevin says they won't catch him today, and that he wants to go to the auto show instead. Gwen goes along with him, and Paradox takes Azmuth back to Galvan Prime. As a side effect of modifying the Highbreed species' DNA, the Omnitrix reboots, re-locking the Master Control. Ben also finds that it has also unlocked new aliens and transforms into one of them in the last moment of the episode.

Noteworthy Events

Major Events



Aliens Used



Azmuth: Are you inferring that you're smarter than me because your head is bigger?
Brainstorm: No. I'm implying that I'm smarter than you because my brain is bigger.

Quotes Right


Gwen: (attempting to awaken an unconscious Ben, who is on the ground, lying in the snow) Ben, are you okay? Ben?
Kevin: (comes over and hits\taps Ben gently on the face with the back of his hand) Wake up. We all know you need your beauty sleep but now's not a good time (he and Gwen both take one of Ben's arms and help him up as he comes back to consciousness).

Quotes Right


Gwen (enraged): I said...LEAVE HIM ALONE!!! (blasts Highbreed away)
Kevin: (regains consciousness) Ahh... Gwen! (comes to her and holds her)
Gwen: (In deep voice) So much power!
Kevin: Gwen listen to gotta shut it down!
Gwen: No! I think I can defeat the Highbreed, all by myself!
Kevin: Your grandmother said that it will take at least seventy-five years to master all of that power!
Gwen: We don't have seventy-five years!
Kevin: You will lose your humanity. You won't remember Ben, or me. Ben will find another way.. Gwen.. You got to come back to me, Gwen. I can't lose you, okay?
Gwen: (comes to her human form,opens her eyes) Ok (smiles)
Kevin: (Smiles)
(they hug passionately)

Quotes Right

Naming and Translations

Language Name Origin
French La Guerre des Mondes, 2e partie The War of the Worlds: 2nd part
Hungarian Világok harca, Második rész Worlds' War, Part 2
Portuguese (Br) Guerra dos Mundos, 2ª Parte War of the Worlds, 2nd Part
Spanish (HA) La Guerra de los Mundos: Segunda Parte The War of the Worlds: Second Part
Spanish (Spain) La Guerra De Los Mundos: 2° Parte The War of the Worlds: 2nd Part


  • The title is the same as the 1898 novel by H. G. Wells.
  • When Ben calls the Highbreed Supreme "the big banana around here" it was a hint towards Dwayne McDuffie's inspiration for Highbreed, bananas.


  • The Omnitrix mentions 'recombinant DNA' when repairing the DNA of the Highbreed. Recombinant DNA is formed by taking a chunk of genes out of a DNA strand and putting new genes in its place, forming new characteristics, like the Highbreed's new looks.
  • Even though Ben owns a cell phone, he does not use it to call Julie, instead borrowing Gwen's phone to do so.
  • According to Dwayne McDuffie, at least one Highbreed was gained Celestialsapien DNA during the genetic repair in War of the Worlds: Part 2.
    • When asked if they can use their Celestialsapien abilities, Dwayne McDuffie replied "probably not."
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