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X = Ben + 2

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X = Ben + 2
XB2 (246)
General Information
Original broadcast August 31, 2008
Series Ben 10: Alien Force
Season 1
Episode number 13
Overall number 65
Written by Matt Wayne
Directed by Butch Lukic
Episode Guide
Previous episode Plumbers' Helpers
Next episode Darkstar Rising
Gallery Cast Errors

X = Ben + 2 is the thirteenth episode of Ben 10: Alien Force.


A starship docks with an Incursean cruiser, dropping an Incursean named Frolic off. He stops to talk to Commander Raff, one of the commanders. He explains that when they were exploring an enemy star system, they were ambushed by the bounty hunter Sevenseven and Princess Attea went missing. They report to Emperor Milleous, and he kills Frolic, sending Raff to the nearest inhabited planet: Earth.

Ben, Gwen and Kevin are arguing in Kevin's Car for where to go. Incurseans then appear and point their guns at the three, but Raff appears and stops them, as Kevin reveals he used to do business with Raff back when Kevin was a villain. Raff explains the situation to Kevin and Ben's Team. Ben's team agrees to help after Milleous threatens to blow Earth to pieces with the Conquest Ray. Gwen uses the clothing to track Attea to a dam.


Pluto's Destruction

Sevenseven destroys the dam while trying to shoot Attea and it crushes Kevin's Car, traps Gwen in a bubble and nearly drowns Sevenseven, Attea, and Kevin in stone form. Ben decides to use the untested Celestialsapien transformation Alien X to stop the water and fix the dam. However, Sevenseven snatches Attea and Alien X is frozen in place. Ben soon realizes that in order for Alien X to do anything, he must convince one of the two personalities, Bellicus, the voice of rage and aggression and Serena, the voice of love and compassion, to agree with him.

Raff teleports Gwen and Kevin, along with the Incurseans and Kevin's car to Milleous. Milleous destroys Pluto to demonstrate the Conquest Ray's power. Even worse, Ben finds out that Bellicus and Serena do not want him to change back. Kevin absorbs his car's tires and takes the Royal Detonator, and flees from battle. Ben makes Bellicus and Serena agree on saving the Earth, but is unable to convince them on what to do. Gwen and Kevin get away from the Incurseans chasing them and run into Attea and Sevenseven. Sevenseven releases Attea, but it's revealed Attea paid Sevenseven twice as much to overthrow Milleous.

Attea takes the Conquest Ray and imprisons Milleous, Gwen, Kevin and Alien X. When Ben sees this, he forces Bellicus and Serena to release him from Alien X's body. Before Attea can fire the Conquest Ray, Ben turns into Swampfire and defeats Sevenseven and the Incurseans, before Milleous arrives and forces Attea to surrender.

Attea is thrown in stasis jail with her mother and Milleous lets Ben's team return to Earth without destroying the planet. Ben makes a vow never to turn into Alien X again, despite all the power a Celestialsapien possesses.

Noteworthy Events

Major Events

Character Debuts

AlienX Debut

Alien X's debut

AF Attea 004

Attea's debut

Omnitrix Alien Debuts

Minor Events

  • It is revealed that Gwen not only has the ability to track where someone is, but she is also able to see what he/she is doing at the time.



Aliens Used



Ben: Gotta stop that water! (Scrolls through his aliens, and comes to Alien X) Bet a time as any to give this one a try.
Alien X: (After Ben slaps the Omnitrix) Alien X! Seconded! Water stopping motion carried! (Alien X makes a clear circle in the air and it restores everything broken back to normal)

Quotes Right


Kevin: Stay back! I got this.
Kevin: (After Gwen helps) I said stay back.
Gwen: Yeah, I heard you.

Quotes Right


Swampfire: (An Incursean warrior smells Swampfire, coughs for a moment, then faints) Now that's just rude. I don't smell that bad, do I? (smells his armpit) (Four more warriors faint because of smoke) Hmph. Fine!

Quotes Right


Kevin: (Absorbs Sevenseven's armor) Nice armor. (Punches him in the face)

Quotes Right


Ben: (To Serena) You're supposed to be love and compassion! How can you let a whole world die!? (To Bellicus) And you're supposed to be anger and aggression! How can you let bad stuff go unpunished!? How can you both be so useless!?
Bellicus: (Outraged) Useless!?
Serena: We're the most powerful being in the universe. We change the very nature of space and time.
Ben: You don't DO anything! Billions of lives at stake and you're like "Oh, the procedure"! (Serena sobs)
Bellicus: Now look at what you did! All right! I move we save the Earth! Happy!?
Ben: No! Just let me out of here! I've got nine other guys who can do it better.
Serena: (Gasps) That's hurtful!

Quotes Right


Kevin: (Trying to put Alien X through one of the windows of his car) Ugh, just bend or something!
Gwen: (Kevin tries to stuff Alien X in the trunk) You can't just stuff him in the trunk!
Kevin: You're right; he doesn't fit.
Gwen: I'm serious. He hasn't moved since he fixed the dam. Maybe he's hurt, or...
Kevin: Nah, he's warm. Maybe he's resting.

Quotes Right


Emperor Milleous: As for you...
Gwen: (Gwen grabs the detonator from Emperor Milleous) Ha!
Kevin: (Tells Gwen) No, we're done.
Gwen: Really? (Gives the detonator back)
Emperor Milleous: As an award for your assistance in this matter, the Earth is spared. You may go. (The team gets teleported back to Earth)

Quotes Right


Gwen: (Referring to Emperor Milleous) So much for the great dictator. And since Earth isn't in harm's way anymore, we're done! I'll get Ben.
Kevin: We're not done. (Attea grabs the detonator from Gwen)

Quotes Right


Gwen: Can't the Emperor just take his daughter and leave Earth out of it?
Kevin: The Incursean code. Normally, they don't enslave you, they wipe you out.

Quotes Right


Kevin: Raff, how you been? Guys, this is Raff. The number two guy in like forty star systems. Raff, Gwen Tennyson.
Commander Raff: Tennyson?
Kevin: Yeah that's him there. (Talking to Ben) I used to talk about what I'd do to you.
Ben: Right... back when you were a crook.

Quotes Right


Emperor Milleous: Yes, and Earth will be in smaller pieces if Princess Attea isn't returned to me. (Emperor Milleous looks at her)
Gwen: (Yells out) That makes no sense!
Kevin: ('Whispers into Gwen's ear) Gwen... Evil dictator.
(Emperor Milleous looks at her)
Gwen: Earth can't even communicate with you!
Attendant: (In voice message) Incoming message from Earth, your violent highness. (Emperor Milleous looks at her)
Gwen: ...What do I know?

Quotes Right


Kevin: (Gets shot in rubber form) Phew, burning rubber.
(Incursean soldier faints due to smoke)

Quotes Right

Ben: (Inside Alien X's mind) This is awesome! How do I make something else happen?

Serena: You are one of three.

Bellicus: Weren't you listening?

Ben: Yeah, whatever. OK, team Alien X, let's move!

(Ben begins to fly away, then stops when he notices the two faces aren't moving)

Serena: We are one of the most powerful beings in the universe...

Bellicus: ...Because we are the most delibrative.

Serena: I am Serena, the Voice of Love and Compassion.

Bellicus: And I'm Bellicus, the Voice of Rage and Aggression. You're supposed to be the Voice of Reason!

Serena: Bellicus and I have been locked in eternal arguement.

Ben: Yeah, that's great. But the earth's going to be destroyed any minute!

Naming and Translations

Language Name Origin
French X = Ben + 2 X = Ben + 2
Hungarian X = Ben + 2 X = Ben + 2
Portuguese (Br) X = Ben + 2 X = Ben + 2
Spanish (HA) X = Ben + 2 X = Ben + 2


  • The title directly references Alien X's conscience, consisting of Ben, Bellicus and Serena.
  • Frolic was credited as Bandaged Warrior, even though his name was mentioned in the episode.
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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