Weeks after the events of the attack of King Nero, Ben is trapped in a mysterious world called Merlainia, and he must survive with his new magic abilities with assistance from Charmcaster, while the heroes set a search on him.


  • Ben Tennyson (Yuri Lowenthal) - in the end,
  • Rex Salazar (Daryl Sabara) - in the end, joins the Heroes Elite with Ben and the others!
  • Avengers:
    • Captain America (Brian Bloom) - in the end,
    • Hulk (Gabriel Mann/Fred Tatasciore) - in the end, makes amends with Wolverine!
    • Thor (Rick D. Wasserman) - in the end, He sees Ben as a worthy man for Asgard!
    • Yellowjacket (Wally Wingert) - studied the Robot Gwen, in the end,
    • Wasp (Colleen O'Shaughnessey) - in the end,
    • Black Panther (James C. Mathis III) - helps Storm and was revealed to have dated her, in the end,
    • Ms. Marvel (Jennifer Hale) - dosen't like to flirt with Duncan, because she finds him rude and arrogant, in the end,
    • Vision (Peter Jessop) - in the end,
    • Spider-Man (Drake Bell) - in the end,
    • Falcon (Lance Reddick) - in the end,
  • X-Men:
    • Cyclops (Kirby Morrow) - in the end,
    • Jean Grey (Venus Terzo) - in the end,
    • Spyke (Neil Denis) - asked by Storm to watch Kitty, in the end,
    • Wolverine (Scott McNeil) - shows a rivalry with the Hulk, in the end,
    • Storm (Kirsten Williamson) - seems to wonder what happened to Black Panther on why he left the Avengers, in the end,
    • Rogue (Meghan Black) - in the end,
    • Beast (Michael Kopsa) - in the end,
    • Kitty Pryde (Maggie Blue O'Hara) - shows a huge crush on Ben, in the end, realizes that Ben has a love already Julie, and gives him a kiss on the cheek!
    • Nightcrawler (Brad Swalie) - in the end,
    • Gambit (Alessandra Juliani) - in the end,
    • Colossus (Michael Adamthwhite) - in the end, kisses Kitty!
    • Iceman (Andrew Francis) - in the end,
    • Angel (Mark Hildreth) - in the end,
    • Banshee (Rob Lowe) - in the end,
  • Dawn (Caitlynne Medrel) - in the end,
  • Trent (Scott McCord) - in the end,
  • Gwen (Megan Fahlenbock) - in the end,
  • Duncan (Drew Nelson) - in the end,
  • Cody (Peter Oldring) - shows 2 crushs on Artemis and Miss Martian, in the end,
  • Mike (Cory Doran) - in the end,
  • Zoey (Barbara Mamabolo) - in the end,
  • Cameron (Kevin Duhaney) - in the end,
  • Harold (Brian Froud) - realizes Gwen Tennyson is a Robot, and brings her head back to base!, in the end,
  • LeShawna (Novie Edwards) - in the end,
  • Geoff (Dan Petronijevic) - in the end,
  • Bridgette (Kristin Fairlie) - in the end,
  • Artemis (Stephanie Lemelin) - in the end,
  • Miss Martian (Danica McKellar) - in the end,
  • Superboy (Nolan North) - in the end,
  • Kid Flash (Jason Spizak) - in the end,
  • Robin (Jesse McCartney) - in the end,
  • Aqualad (Khary Payton) - in the end,
  • Zatanna (Lacey Chalbert) - in the end,
  • Rocket (Kittie) - in the end,
  • Charmcaster (Kari Wahlgren) - associates Ben in controlling his magic powers, and reveals him the reason why his eyes were glowing pink in "Fame", it was revealed that the Robot Gwen was also behind everything in Ben 10 Alien Force, and Ultimate Alien, in the end, She tells Ben that she'll find the Real Gwen!


  • Sorron (Christopher Daniel Barnes) - the main antagonist, wants to keep Ben from escaping from his dimension, Merlainia, and plans to use Ben to make an army of Mutants, in the end,
  • Ben Ravencroft (Jonathan Frakes) - returns with an unknown face, on who he is, and is hiding in the shadows in the dimension where Ben is imprisoned, in the end,

Aliens used

  • Heatblast
  • X-Dreamer
  • Humongasaur
  • Big Chill





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