Honestly, if you grew up in the mid-2000s, you probably remember exactly where you were when a weird green shooting star changed a ten-year-old’s life forever. It was December 27, 2005. Cartoon Network dropped a "sneak peek" of a new show called Ben 10, and the first episode, And Then There Were 10, basically rewrote the blueprint for action cartoons. It wasn't just another superhero show; it felt grounded, even with the literal space monsters.
Looking back, the premise is deceptively simple. Ben Tennyson is a kid who is kind of a brat—let’s be real—stuck on a summer road trip with his "dweeb" cousin Gwen and their eccentric Grandpa Max. Then, he finds the Omnitrix.
The rest is history.
But why does this specific 22-minute pilot still matter twenty years later? Why do fans still talk about it like it’s the gold standard for origin stories? It’s not just nostalgia. It’s the execution.
The Night the Omnitrix Landed
Most pilots spend way too much time on "lore." You know the type—voiceovers explaining ancient wars and cosmic prophecies. And Then There Were 10 didn't do that. It just let Ben be a kid who found a cool watch in the woods.
The pacing is frantic but deliberate. Directed by Scooter Tidwell and written by Thomas Pugsley, the episode starts with a massive space battle between Vilgax’s ship and a smaller vessel. We don't know who they are. We just know something important is at stake. When that escape pod crashes near Ben’s campsite, the show transitions from a relatable "family road trip from hell" vibe into pure sci-fi horror.
When Ben first transforms into Heatblast, he doesn't immediately become a pro. He's terrified. He’s literally on fire. He screams. He accidentally starts a forest fire. That’s the human element that made the show stick. Ben isn't a chosen warrior with years of training; he’s a kid with a powerful tool he doesn't understand.
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Breaking Down the "Original 10" Roster
The title And Then There Were 10 is a clever play on the Agatha Christie novel, but it also sets the stakes for Ben’s arsenal. While the pilot only showcases a few of the forms—Heatblast, Wildmutt, Diamondhead, and XLR8—it established the variety that would define the franchise.
The creature designs by the Man of Action collective (Joe Casey, Joe Kelly, Duncan Rouleau, and Steven T. Seagle) were genuinely "alien." They didn't just look like humans in suits.
- Heatblast (Pyronite): The first transformation. A living magma being that feels both powerful and dangerous.
- Wildmutt (Vulpimancer): A blind, beast-like creature that relies on smell and thermography. It showed kids that "superpowers" could be weird and sensory, not just "punching really hard."
- Diamondhead (Petrosapien): The heavy hitter. This form proved that the show could have incredibly creative fight choreography using constructs and reflections.
- XLR8 (Kineceleran): Speedsters are a dime a dozen, but the visor-flipping, wheel-footed design of XLR8 felt fresh and sleek.
The show eventually introduced Grey Matter, Four Arms, Stinkfly, Ripjaws, Upgrade, and Ghostfreak to round out the titular ten. Each one served a specific niche, ensuring Ben had to actually think—well, eventually—about which form to use.
Grandpa Max: The Pilot's Biggest Secret
If you rewatch And Then There Were 10 now, the hints about Grandpa Max are everywhere. To a ten-year-old in 2005, Max was just a grandpa who liked eating "marinated mealworms" and driving a cool RV called the Rust Bucket.
But look at how he reacts when the aliens show up.
He doesn't panic. He knows way too much about extraterrestrial biology. He gives Ben tactical advice that no "normal" retired guy would know. The pilot subtly sets up the "Plumbers" lore without ever mentioning the word. It’s a masterclass in "show, don't tell." Paul Eiding’s voice work as Max provides the warmth the show needs to balance out Ben and Gwen’s constant bickering.
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Why Vilgax Was a Terrifying Introduction
Most kids' shows have a "villain of the week" who is a bit of a joke. Vilgax was not a joke.
In the pilot, we see him as a looming, cybernetic nightmare trapped in a regeneration tank. He’s literally being rebuilt because he’s so obsessed with getting the Omnitrix. He doesn't even have to be on Earth to be scary. His drones do the dirty work, and they are relentless.
The decision to keep the "Big Bad" off-screen or incapacitated for the first few episodes was brilliant. It built an aura of dread. When Ben finally faces the drones in the climax of the pilot—using Diamondhead to slice through them—it feels like a genuine victory, but you know the real threat is still out there, watching from the shadows of deep space.
Production Trivia Most Fans Miss
Interestingly, "Washington B.C." was actually the first episode produced, even though And Then There Were 10 is the chronological pilot. You can sometimes spot very slight differences in the animation style if you look closely.
The show was also the last major Cartoon Network original to premiere during the "CN City" era, a time when the network was at its creative peak. Man of Action actually pitched about 20 different show ideas in a single meeting, and Ben 10 was the one that stuck.
One early concept even had Ben's transformations being different versions of himself from the future, rather than aliens. Honestly? I'm glad they went with the aliens. The cosmic scale is what gave the show its legs.
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The Lasting Legacy of the First Episode
There’s a reason why the 2016 reboot tried to recapture this magic and why Alien Force and Omniverse always came back to this starting point. It’s the perfect "What If?" scenario. What if the most powerful weapon in the galaxy fell into the hands of a kid who just wanted to go to the arcade?
The episode doesn't end with Ben becoming a perfect hero. It ends with him realizing his summer just got a lot more complicated. He’s still arrogant, he’s still annoying to Gwen, and he still doesn't know how to turn the watch off.
If you’re looking to dive back into the series or introduce it to someone new, don't skip the basics. The original pilot is available on most streaming platforms like Max or the Cartoon Network app.
To get the most out of a rewatch, pay attention to the background details in the forest scenes—the animation team hid quite a few visual nods to the "Plumbers" and future aliens that wouldn't appear for seasons. It's also worth checking out the "Pop-Up Trivia" versions of the episode if you can find them; they reveal that the Omnitrix was actually intended for Max, not Ben, which adds a whole new layer of "destiny vs. accident" to the story.
Check your local streaming listings for the "Sneak Peek" version versus the "Official Premiere" version, as some international airings actually trimmed the opening sequence. Watching the full-length uncut pilot is the only way to appreciate the cinematic scope Man of Action intended from day one.