Episode 11 of Ben 10. This is the first appearence of The Forever Knights


Ben wants to go on a water slide with Gwen but is too short so he turns to the Omnitrix. The button gets jammed so he shoves it in. The watch seems to malfunction and turns Ben into Grey Matter instead of Ripjaws as he wanted.

An alien hunter comes along and captures Grey Matter. With many failed attempts to escape Grey Matter is taken to the Organisation/Forever Knights.

Meanwhie Grandpa Max and Gwen try to go looking for Ben. After a lot of searching they find Grey Matter.

The man that captured Ben wanted to keed the alien. They pass a room with a lot of alien tech. Grey Matter then says everything has to go. After a bit of configuring Ben blows up all the devices.


  • Ben
  • Gwen
  • Max
  • Howell Wayneright
  • The Forever Knights
  • Gray Matter


Gray Matter:(trying to get on a water ride and wanting Ripjaws)Gray Matter? Oh no anyone but the micro munchkin!(He should appreciate not getting Heatblast)


Previous episode:Lucky Girl

Next episode:Side Effects