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If All Else Fails Trade-Off!
In Charm's Way

Prologue

Speaker Dialogue
At a beach, two young kids are playing ball, the boy hits the ball high, and the ball hits Kevin's face.
Kid #1 Hey, can we have our ball back?
Kevin Sure, kid. ‘‘(deflates the ball) Here you go. ‘‘(gives the boy the deflated ball)
Kid #2 blows a raspberry at Kevin then walks away with the other kid.
Ben Nice, Kevin. What next, kicking puppies?
Kevin This little outing was your idea, so just lay there and work on your "Ben Tan."
Ben Okay, I'll tan, and you lighten up.
Kevin No one's the boss of me, Tennyson. Remember that.
Gwen Please lighten up, Kevin.
Kevin Okay, Gwen.
Ben ‘‘(giggling)
Kevin What? What are you thinking?!
Ben I'm not thinking anything.
Gwen I can vouch for that. Hey, anybody wanna get a bottle of water?
Ben ‘‘(to Kevin) Rock, paper, scissors?
They do it, Ben gets scissors, Kevin gets paper.
Ben and Kevin Scissors!
Everyone in the water starts running away from a Rock Monster, then it roars.
Gwen Rock!
Theme Plays

Act 1

Speaker Dialogue
The Rock Monster comes on the sand grounds and then starts walking up to The team, Gwen constructs a manna shield that the Rock Monster manages to walk and break through.
Gwen That's new.
Gwen starts firing manna disks at the Rock Monster, but the latter resists more and then it deflects the final manna disk Gwen fires on Kevin's face, which hits his ID Mask and reveals his elemental mutation.
Kevin ‘‘(sarcastically) Great.
Gwen Sorry.
Ben activates the Omnitrix and transforms into Goop.
Goop Goop? I wanted Way Big!
Kevin morphs his hands into a hammer and a bludgeon and starts pummeling the Rock Monster, but the latter lifts the former up and slams him on the ground, then Goop flies his whole body on the Rock Monster and the Rock Monster is getting harmed, due to Goop's acidic body.
Goop Gwen, shut it out! I'll save you a rock.
Gwen Ben, get clear, now!
Goop Come on, Gwen, you worry too much. (turns around to see magic vortex behind him) Or, just enough.
Goop flies off of the Rock Monster's body, then the latter gets sucked into the vortex, then it closes. Then, the Omnitrix times out and Goop reverts into Ben.
Ben Magic vortex? Nice work, Gwen!
Gwen It wasn't me.
Kid #1 walks up to Kevin.
Kevin ‘‘(coughing up the sand) What are you lookin' at?
Kid #1 its okay, I totally get why you busted my beach ball. You're a superhero who's really a monster. Guys like you are always mean.
Kevin Why you-
Gwen it’s okay, Kevin, it's okay.
Kevin No, it's not!
Gwen I don't know how to help you!
Kevin Why is that a surprise? You don't even know much of anything.
Gwen What did you say?
Kevin I didn't ask you for any help. I'm gonna go fix my ID Mask. ‘‘(walking away)
The scene zooms out, revealing Charmcaster with two Rock Monsters eavesdropping on the scene with magic.
Charmcaster Well, well my pets, Gwen Tennyson has a boyfriend, but he's not happy. Hmm, ‘‘(talking to the same Rock Monster from the beach) perhaps sending you to destroy her was too simple of revenge, after all, she stole my spellbook, the least I can do is steal something important to her.
Charmcaster's magic bubble then shows Kevin outside Burger Shack fixing up his ID Mask.
Charmcaster There he is.
Zoom-in on the scene, Kevin puts his ID Mask on to resemble his human form pre-mutation.
Back at the cave, Charmcaster shapeshifts into a red-shirted girl with blonde hair and is holding a yellow ball.
Back outside Burger Shack, Kevin is about to eat his burger, but Charmcaster throws her ball on Kevin.
Kevin Ow! Figures, did someone paint a target on my head, or...
Teenager/Charmcaster Sorry, it just slipped out of my hand, I'm such a goof!
Kevin No, it's okay.
Teenager/Charmcaster I'm Caroline, let me buy you another burger.
Kevin ‘‘(greeting) Kevin, and don't worry about it, I wasn't that hungry.
Caroline/Charmcaster Small block V8, three hundred horse power and... what? Nitrous tape for afterburners?
Kevin Liquid oxygen, I like to go fast. Are you into cars?
Caroline/Charmcaster I can be in yours if you ask me nice.
Kevin is driving his car through town with Caroline.
Caroline/Charmcaster Corners like a dream. Is there anything this car can't do?
Kevin It's not submersible, but I'm workin' on it.
Caroline/Charmcaster O-okay.
Kevin stops his car on a red light, a little boy is walking through the streets, then is about to be hit by a truck, but is saved by Caroline's magic telekinesis, which Kevin figures out.
Caroline/Charmcaster We should talk.
Kevin You think?
Kevin and Caroline are now at a seashore.
Caroline/Charmcaster I've been doing magic all my life, always had a knack for it, Kevin, promise you won't tell anyone? If people knew the real me, it would scare them.
Kevin I can relate.
Caroline/Charmcaster You sure can.
Caroline takes off Kevin's ID Mask, revealing his rock mutation.
Kevin How did you...
Caroline/Charmcaster I know things, like I know the real you, it's not some mask, it's not even this, what's inside you is what matters. ‘‘(about to kiss Kevin)
Kevin Look, I'm kinda seeing someone.
Caroline/Charmcaster She'll never know.
Kevin I would, and she would too. You think you can do magic? She's made of magic.
Caroline/Charmcaster Made of magic? If she's so powerful, this girlfriend of yours, how come she hasn't found a way to change you back? Maybe she figures as long as you're a monster, no other girl will be interested. If I were your girlfriend, I'd be working day and night to cure you.
Kevin So how I look is important.
Caroline/Charmcaster Not to me. ‘‘(kisses Kevin)
Caroline's kiss has now made Kevin under Charmcaster's control.
The scene switches to Ben and Gwen outside his house.
Gwen This is ridiculous, I should never have listened to you, I should be helping Kevin cope with what's happened to him.
Ben ‘‘(drinking a smoothie) Cope, schmooze.
Gwen Wow, can't argue with that logic.
Ben Hey, at least he's got no limits on going hero. I have to depend on the Omnitrix, which does what I want, maybe half the time, plus it keeps timing out. Kevin should stop whining about how tough he has it.
Gwen He's not whining, Ben. He just has a lot on his mind.
Back at the seashore, Charmcaster takes off her Caroline disguise and is with two Rock Monsters.
Charmcaster You are mind days of blank.
Kevin Totally.
Charmcaster You will bring Gwen Tennyson to the planetarium at midnight. Taking her boyfriend was just the warm-up. Thereas, we use the full concentrated power of moonlight, siphon through a mystical field, steal her very essence. By the time I'm done, there'll be nothing left of her.
Kevin She probably won't show up when I tell her that.
Charmcaster Don't tell her, you simpleton!
Kevin Hey, give me a break, minds of blank.
Charmcaster ‘‘(sighs) Just bring her! Talk her into it, make an excuse, and force her if you have to!
Charmcaster teleports a magic necklace on Kevin.
Kevin And if Ben tries to stop me?
Charmcaster Destroy him.
Kevin Okay. ‘‘(walks away)

Act 2

Speaker Dialogue
Outside Ben's House.
Ben ‘‘(drinks his smoothie) Trust me, Gwen. Give him some time on his own and he'll feel better.
Gwen Maybe you're right. I'll see you tomorrow.
Ben Aw, come on! It's every night.
Gwen I have to hit the books every night.
Ben Does it have to be every, every night?
Kevin arrives with his car and exits.
Gwen Couldn't fix the ID Mask?
Kevin I don't need it.
Ben There ya go, that's the right idea!
Kevin Gwen, you should come with me.
Gwen What? Why?
Kevin We could go out to a stock-car race.
Gwen I don't like racing.
Ben I do! Can I ride shotgun for a change? Man, I bet I could be a race-driver! Vroom, vroom!
Gwen Have a good time.
Kevin grabs Gwen's wrist.
Gwen Kevin?
Kevin I meant to say we should go on patrol, you and me.
Gwen Since when do we-
Ben Awesome, we could drive around and look for crimes to stop, bank robberies, train robberies, robberies! We should totally go on patrol!
Gwen Kevin! Let go of my arm!
Kevin You need to come with me now, we're going to the planetarium.
Gwen What's wrong with you?
Ben The planetarium? I love the planetarium! Laser shows, rock music like our grandparents listen to. Let's go!
Kevin picks up and throws Ben onto a bin, then starts picking up and carrying Gwen.
Gwen Kevin! Put me down!
Kevin We're going to the planetarium, have to be there by midnight.
Gwen ‘‘(grunting) Kevin, I don't wanna have to hurt you!
Ben (banana peel on his head) That makes one of us! Time for Humungousaur!
Ben activates his Omnitrix and dials in Humungousaur, but instead gets Diamondhead.
Diamondhead Diamondhead? Fine, I can work with this.
Kevin is walking Gwen to his car, but is stopped by a big diamond shard generated by Diamondhead, then the former drops Gwen and forms his hands into a machete and a bludgeon for combat. Gwen constructs a manna shield in-between Kevin and Diamondhead, but Kevin runs through the manna shield.
Gwen Huh? Now he's running through my shields? What's going on?
Kevin starts combating with Diamondhead, then the latter pushes the former away, the Kevin strikes again and punches Diamondhead.
Diamondhead That all you got?
Kevin pushes Diamondhead back, then the latter forms a crystal shard attack travelling through the ground and they hit Kevin. Diamondhead jumps after Kevin, but lands on the ground, then the latter picks up Diamondhead and Gwen starts firing manna projectiles at Kevin, then Diamondhead traps Kevin in crystal before he can attack Gwen.
Kevin (grunting)
Kevin's necklace glows, and he manages to break free of the crystal.
Diamondhead Plenty more where-
The Omnitrix times out and reverts into Ben.
Ben Aww, can't you give a guy a little warning?
Gwen Ben, get that charm he's wearing around his neck.
Ben grabs Kevin's magic necklace, and Gwen uses manna shackles from her hand to pin Kevin to a tree. Due to him losing his necklace, Kevin is no longer under Charmcaster's control.
Kevin Umm, someone wanna fill me in on why I'm pinned to a tree?
A few minutes later.
Ben Her name was Caroline?
Kevin Yeah, single-haired girl, had magical powers.
Gwen Charmcaster, it has to be.
Ben We haven't seen her since we were kids, and she's obviously looking for some payback! ‘‘ (to Kevin) She cute?
Gwen Ben!
Kevin More than cute, hot!
Gwen Kevin!
Kevin I remember we we're talking.
Gwen About what?
Kevin Stuff, you know, it's all kind of blurry after she kissed me.
Gwen She kissed you?
Kevin Yeah, I didn't mean to tell you that part.
Gwen Really?
Ben That was a dumb thing to say.
Kevin Can't argue there.
Gwen She wanted me at the planetarium on midnight?
Kevin Yeah, so?
Gwen So let's be there.
Ben It's gotta be a trap!
Gwen Bring it on!
Meanwhile, at the planetarium, it is revealed that Charmcaster is using a magic ball to eavesdrop on her speech.
Charmcaster One minute 'til midnight, perfect timing. Let's give them a rocky reception. (makes the magic ball disappear)
Kevin drives his car and parks it outside the planetarium.
Kevin It's not like I was kissing her. Much, it was like 80 percent her kissing me.
Gwen You really need to be quiet now.
Suddenly, two Rock Monsters exit the planetarium by tearing the doors down and find the team, Gwen starts throwing manna disks at them which don't seem to do damage.
Gwen She's got them charmed against me, my power is the substance of magic, she's ready for anything I've got.
Kevin starts punching a Rock Monster, Ben tries to activate the Omnitrix, but it is still on Recharge Mode.
While the Rock Monsters are distracted with Ben and Kevin, Gwen enters the planetarium.
Charmcaster Gwen Tennyson, I've been waiting five years to say this, (taunting) I love what you've done to your hair.
Charmcaster throws a manna ball, then Gwen throws one back, they then use manna energy beams, it is at a tie right now.
Gwen (grunting)
Charmcaster (grunting)
Gwen You're losing, Charmcaster!
Charmcaster teleports a magic 'X' below Gwen that seems to be weakening her.
Charmcaster Overconfident much? You figured with no runes on the floor, no access to moon light, I couldn't possibly track you.
The ceiling hatch opens, exposing the moon and then pink dust starts surrounding Gwen and she gets weakened more.
Charmcaster Well you were wrong, and the fun's only just beginning.

Act 3

Speaker Dialogue
Back outside the planetarium.
Ben Kevin! Omnitrix on the fritz!
A Rock Monster pounds Kevin on the ground.
Kevin Kinda busy!
Kevin morphs his hand into a mallet and starts hitting the Rock Monster, the latter grabs his wrist and lifts him up and punches him away onto the ground. The other Rock Monster is chasing Ben and Ben stops by a fire hydrant.
Ben Hey, here I am! Makin' it easy!
The Rock Monster tries to hit Ben, but the latter jumps and dodges, making the Rock Monster scratch the fire hydrant and water bursts out on it.
Ben Oh. (sees pink glow on planetarium windows) That doesn't look good!
Inside the planetarium, Charmcaster starts absorbing Gwen's magic.
Gwen (grunting and yelling)
Charmcaster Kevin wasn't kidding, you're filled with manna! It's so unfair - I worked my butt off for power, and you were born made of magic. I can control magic, which means I can control you! Then what nature gives, I can take away!
Charmcaster teleports away and Gwen is still unconscious after having her magic absorbed.
Outside the planetarium, Ben and Kevin are still fighting the Rock Monsters, then Charmcaster teleports in the scene.
Charmcaster Leave them, you useless piles of rock, they no longer matter.
The Rock Monsters stop fighting Ben and Kevin on Charmcaster's orders.
Kevin Where's Gwen?!
Charmcaster She's all yours, you're perfect for each other. All of you are powerless to stop me! (laughs evilly and teleports away with Rock Monsters)
As soon as Ben and Kevin enter the planetarium, Gwen has regained consciousness.
Ben Are you okay?
Gwen She stole all my power, how do you think I am?
Ben Umm... weak?
Gwen I deserve this, I was too angry!
Kevin I can see how she would make you-
Gwen (to Kevin) I was angry with you!
Kevin Me?
Gwen No... okay, yes, a little. I mean, why were you even hanging out with her?
Kevin Because I thought she liked me.
Gwen And I don't?
Kevin You like me so much, how come you haven't found a way to change me back?
Ben Dude!
Kevin After all, as long as I'm a monster, no other girl would want me, right?
Gwen (puts her hand on her face in distress) We are not having this conversation. We're going after Charmcaster, I have a plan.
Gwen and Ben start exiting the planetarium.
Kevin Hold up, how do we know-
Ben Kevin, let's go!
Kevin I don't think so, not this time. (walks in the opposite direction)
Kevin is now on the roof of a building, then Charmcaster teleports in the scene.
Kevin See? No tricks, just like I said.
Charmcaster You can't trick me, Kevin, I can see everything you do. Now, what do you want?
Kevin Okay, I totally get that you were just using me to get at Gwen, but the stuff you said, it made sense. So I was hoping we could... you know.
Charmcaster You're asking me out? I don't date the good guys.
Kevin I'm not a good guy. I just help Ben so I can hang out with his cousin. But if she doesn't really like me, what's the point? Even with the tiny bit of power she has left-
Charmcaster Wait, she has power left? I thought I drained her dry.
Kevin It's not enough to matter.
Charmcaster Any power she has left belongs to me!
Meanwhile, at Mr. Smoothy, Ben and Gwen are drinking smoothies.
Ben (burps)
Gwen How could you keep all those Mr. Smoothies down?
Ben Years of practice!
Charmcaster teleports in the scene with her two Rock Monsters and Kevin.
Charmcaster Enjoy it, Ben. It's your last.
Charmcaster's eyes glow pink, and she is scanning the amount of energy Gwen has left in her body, but she seems to not have any left, despite what Kevin told her.
Charmcaster Wait, she doesn't have any power left!
Kevin Yeah, I was lying.
Charmcaster (sighs hardly) Well, I'm telling the truth. I'm going to destroy you all! (casting) Oktoom!
Charmcaster makes a car start on its own with her magic, it launches on Kevin, he pushes it while it is still running with his enhanced strength.
Ben Kevin!
Charmcaster And that's not all. ‘‘(casting) Oktoom eradico!
Charmcaster launches a magic beam at the Mr. Smoothy banner, turning it into a living Mr. Smoothy Mascot. Ben smiles.
Ben Please, for once!
Ben activates his Omnitrix and transforms into Upchuck.
Upchuck Upchuck! I called it!
Upchuck runs at the Mr. Smoothy Mascot while the Rock Monsters attack Gwen. The Mr. Smoothy Mascot fires a blast of smoothie from its straw at Upchuck.
Upchuck This is the fight I was born for!
Upchuck gobbles up the smoothie and vomits an energy blast at the Mr. Smoothy Mascot, then jumps on its head and starts drinking from its straw. The car is about to ram into a fast food restaurant with several people inside. Then the Rock Monster smashes a bench while trying to hit Gwen, then the other Rock Monster chases her with the other. Upchuck continues to drink.
Mr. Smoothy Mascot Stop, please! I'm half empty!
Upchuck Bad attitude, you're half full! (continues drinking)
The Rock Monsters are still chasing Gwen, and they fall over while Gwen is still managing to run.
Charmcaster Oh, you two are useless!
Gwen You're the one who's useless, Charmcaster! Can't even take on one powerless girl! (readies her fists) Come on, hand-to-hand! No powers, just us. Or are you afraid?
Charmcaster Oh, right. And now I get all angry, and slug it out with you, and you knock me cold with your karate. So how about instead I just shut you up? Forever!
Charmcaster fires a magic energy-absorbing beam on Gwen.
Gwen (casting) Reverto maeus opsmihi!
Gwen stops the absorption, then she hits the absorption back on Charmcaster.
Gwen I still have your old spellbook.
Charmcaster No! You can't take the power back, it's impossible! I crushed you!
Gwen Your problem is that magic is the only thing you're about. But for me, magic is only one aspect of who I am. (finishes the absorption)
Charmcaster Get her, you useless piles of rock!
The Rock Monsters run at Gwen, but before they can strike, Gwen creates a magic vortex.
Gwen You're also not the only one who can conjure up dimensional vortexes.
One of the two Rock Monsters gets sucked in, but the other grabs onto a pole. Charmcaster grabs onto the Rock Monster's foot.
Charmcaster Help me! Help me, you brainless boo! Don't let go, you useless lump!
The Rock Monster glares angrily at Charmcaster, then let’s go of the pole.
Charmcaster You did that on purpo-!
Charmcaster and the Rock Monster get sucked into the vortex, along with the Rock Monster. Gwen closes the vortex.
Kevin Good timing, that truck was really giving me problems. It was kind of humiliating.
Upchuck vomits smoothie onto Kevin.
Kevin Obviously just a warm-up for this humiliation.
The Mr. Smoothy Mascot has collapsed. Upchuck continues drinking from the straw until the Omnitrix times out and Upchuck reverts into Ben.
Ben (burps loudly) Sorry.
Meanwhile, Kevin walks through the water while Ben sits on the shore with his jacket off.
Kevin Good idea, Tennyson.
Ben It's the fastest way to clean off, I'm involved in a lot of spills.
Kevin Where's Gwen?
Ben Went home, you hurt her pretty bad.
Kevin I hurt her? I'm the one who looks like this, and she hasn't done a thing about it!
Ben You are a giant rock-faced jerk!
Kevin Yeah, whatever.
Ben Not whatever, she's spending every spare moment going through every magic book she can find to try and help you. (offscreen) She's been doing it since the accident.
Kevin She... she never told me.
Ben Should she have had to?
Credits Play
Ben 10: Alien Force Episode Transcripts
Season 1 Ben 10 Returns: Part 1Ben 10 Returns: Part 2Everybody Talks About the WeatherKevin's Big ScoreAll That GlittersPier PressureMax OutBe-KnightedWhat Are Little Girls Made Of?The GauntletPlumbers' HelpersParadoxX = Ben + 2Alone TogetherDarkstar RisingGood Copy, Bad CopySave the Last DanceUndercoverBirds of a FeatherGroundedPet ProjectUnearthedVoidedInside ManWars of the Worlds: Part 1War of the Worlds: Part 2
Season 2 Vengeance of Vilgax: Part 1Vengeance of Vilgax: Part 2InfernoDon't Fear the RepoSimpleFool's GoldSinglehandedIf All Else FailsIn Charm's WayTrade-Off!Ghost TownBusy BoxCon of RathPrimusAbove and BeyondThe Secret of ChromastoneVendettaTime HealsThe Final Battle: Part 1The Final Battle: Part 2
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