Omnipedia v10
Episode Information
Series Ben 10
Season 1
Number 13
Number in Series 13
Number Overall 13
Writer Marty Isenberg
Air Date March 25, 2006
Next Episode Truth
Previous Episode Side Effects

Secrets is the 13th episode of Ben 10, and the last episode of the season.


Criminals are seen speeding down the road as a police report is being reported threough the radio. Apparently they think the theifs may have hostiges in the back of the truck. As the truck continues, big crystals come out from under the ground making one of the robbers lose control of the vehicle. When the truck stops, police cars show up however the driver exits the truck with a hostage and the other robber comes out with a big type of gun. He fires


the gun straight at one of the police car making it explode into the air. Diamondhead then appears behind the robber with the gun, and creates a giant crystal to trap him. Diamondhead then scares the robber into letting the hostage go by turning his hand into a sharp crystal. Vilgax is then seen on his ship watching the news report about Diamondhead. After one of the drones ask Vilgax if he should send more drones to earth, the tube that Vilgax was healing in then opens, and Vilgax comes out fully healed stating that he will take care of his mission himself. In the Rust Bucket, Ben quickly wakes up screaming as Grandpa Max comes up asking him if its another nightmare. Ben tells Max that its that same alien from his vision from The Alliance. He also says that in his dream. Vilgax told Ben that he was coming for him. After that Max immediately freaked out and decided to start driving that instant. Once its day out, Max tells the kids that he wants to make Mount Rushmore by nightfall. When Ben gets bored and asks Gwen if he can play a game, she tells him to find a better way to entertain himself. When Ben


turns into Upgrade, Vilgax is seen on the Chimerian Hammer as he finds out where Ben is once he activates the Omnitrix.

In the RV, Upgrade is seen merging with Gwen's computer to entertain himself and mess with her. Max then quickly yells at Ben telling him that they can't afford to attract attention. After Upgrade asks what kind of attention he could attract in an RV, he times out. Max then tells them to forget about it, leaving Ben and Gwen very confused. Back on the Chimerian Hammer, Vilgax and his drone lose the Omnitrix sygnal but Vilgax still knows how to find him. The Chimmerian Hammer then lands on earth, and Vilgax enters a big red spikey ball type of machine. He and a phew other drones then speed away from the ship heading toward a nearby city. 

While in the Rust Bucket, the gang see smoke coming from the city and after Ben asks what is going on, Max replies saying they probably have it under control. It then appears to be Vilgax and his drones that are attacking the city as they cause a huge explosion. When Ben sees the explosion he decides to go hero and save the day.


Max tries to stop him but Ben is to fast and turns into Heatblast, flying toward the city. When he gets to the city he defeats a few of Vilgax's Drones until more of them show up surrounding him. Heatblast thinks they were expecting him as he starts to shoot fire everywhere destroying them. Heatblast is then hit by an electrical net, as it slams him trapping him against a building wall. Vilgax steps out of his vehicle revealing himself to Heatblast. Heatblast quickly recognizes him as the alien from his visions. Vilgax introduces himself and states that he is after the Omnitrix. Heatblast quickly heats himself up and frees himself from the electrical net. He then tries to attack Vilgax, but Vilgax appears to not be harmed. Vilgax then picks up Heatblast throwing him through several buildings. After Heatblast realizes how tough Vilgax is, he tries to slow him down by melting the tar on the street. Once melted, Vilgax gets stuck and trapped within the sticky tar. Max then speeds down the roads toward Ben and Vilgax to pull up beside them. After Gwen and

Heatblast in Secrets

Max tell Heatblast to get in, Heatblast sayd he can handle it until the Omnitrix times out. Ben then decides to get inside the RV.

While the group drives away, Max tells Ben not to pick a fight with Vilgax. Ben and Gwen automatically both question Max about how he knows Vilgax's name. Before Max can respond, they are attacked by two of Vilgax's Drones. Max tells them that things will get worse if they dont make it to Mt. Rushmore. After Gwen asks why they need to get to Rushmore, Ben turns into Stinkfly and flys out of the Rust Bucket ignoring Max's warnings. Stinkfly then attacks the two drones eventually defeating them until Vilgax jumps up to attack Ben. Stinkfly then shoots slime at Vilgax to get him off, but it didnt hold him back for long. 

Vilgax lands in front of Max and Gwen, so they turn the Rust Bucket around and drive away fast. Gwen tells Max that they need to help Ben but Max tells her that they need to get special help first. Vilgax finally then catches


Stinkfly crushing him to the ground. One of Vilgax's fingers then glow red, and after he touches the Omnitrix symbol on Stinkfly's head, Stinkfly turns back into Ben. Vilgax then finds out that the Omnitrix is in the hands of a child, and after trying to take off the Omnitrix it creates a shock that explodes Vilgax into a building. Vilgax then picks up Ben and throws him into his vehicle.

Meanwhile at MT. Rushmore, Max is driving the Rust Bucket up the hill until they reach a certain point. Max then pushes a button which makes the ground elevate them down to the bottom. One they get out of the RV, they enter a room with several cabinets. Max then opens several of the cabinets revealing several different kinds of alien guns. Gwen then finally has had enough as she tells Max that she wont move another muscle until he explains himself.  Once Max finds the gun he was looking for, he tells Gwen that its complicated and that he wasnt exactly a normal plumber before he retired.

On the Chimerian Hammer, Ben is hooked up to a machine while Vilgax explains that he holds the device to ending a power struggle. He then reveals his plans of creating an army where every soldier each had their own Omnitrix so he could rule the universe. While Max and Gwen are leaving Mt. Rushmore, Max tells Gwen to push a button and after she does a big map appears in front of her with a flashing light. He tells her to navigate and that the light is where Ben is located. Back on Vilgax's ship, Vilgax says that once they are in space, he will destroy the earth.

When Max and Gwen find the Chimerian Hammer, they see that it is about to take off. Max then pushes a button which makes different rockets come out of the RV allowing them to get aboard the ship. Then right before Vilgax can cut Ben's hand off, the Rust Bucket crashed through the ship pushing Vilgax against the wall. Max then comes out of the RV revealing himself to Vilgax right before shooting him with the alien gun. When he goes over to help Ben, the Omnitrix starts to malfunction to do the device Ben is hooked up to. It then causes Ben to turn into


several different aliens all in a row. Once he turns into Four Arms he breaks free of the device. When several of Vilgax's drones appear, Four Arms changes into several different aliens and is able to defeat all of them.

Vilgax appears to be awaken as he attacks Max and is about to kill him. Before Vilgax can finish him off, Upgrade runs up to them pushing Vilgax out of his ship. Vilgax then falls to the ground as Upgrade glides safetly on top of MT Rushmore before turning into Ripjaws. Back on the Chimerrian Hammer, Max and Gwen realize they need to get off the ship as they both look at the RV. Vilgax then jumps up onto Mt. Rushmore to attack Ben, but he turns into XLR8 and starts to attack Vilgax while turning into different aliens. After he turns into Ghostfreak, he escapes Vilgax to look for Max and Gwen. 

Mx and Gwen are seen driving out of the ship before it crashes. They are able to drive straight through the wall and make it out safe, until Vilgax shows up to attack them. While Ben is looking for his family he sees the Rust Bucket all beat up and destroyed. He then goes through the rust bucket until he sees Vilgax holding Gwen and Max as they are unconcious. After he turns into Wildmutt, he gives himself up to save his family. Vilgax then drops Max and Gwen and turns Wildmutt back into Ben carrying him into his ship. As the ship takes off, Max wakes up telling Vilgax not to go back into his ship.

Vilgax finds out that Max has activated the auto destruct sequence yelling Tennysons name. Ben then finds the alien gun that Max used earlier and blasts Vilgax with it knocking him to the ground. Then right before the ship explodes, Ben turns into Heatblast and flies out of the Chimerrian Hammer leaving it to get destroyed. When Heatblast lands and turns back into Ben, Max and Gwen show up to find him. Ben tells his grandfather that they need to have a conversation right before the episode ends.

The episode ends with Ben commiting suicide because yolo.

Major Events

  • Ben faces Vilgax for the first time
  • It is revealed that Max is a Plumber and that they are interglactic police officers
  • Mt. Rushmore is revealed to have a bunker of high tech equiptment
  • The Rust Bucket is revealed to be equipted with high levels of technology.


  • Ben Tennyson
  • Gwen Tennyson
  • Max Tennyson


  • Vilgax's Drones
  • Vilgax

Aliens Used

  • Diamondhead (x3)
  • Upgrade (x2)
  • Heatblast (x2)
  • Stinkfly
  • XLR8 (x2)
  • Wildmutt (x2)
  • Four Arms
  • Ghostfreak (x2)
  • Grey Matter
  • Ripjaws


  • This episode marks the very first encounter between Ben & Vilgax.
  • This is the first time the Omnitrix suffered a problem.
  • XLR98 is a loser.