Aired on: June 7, 2006

During an encounter with Kevin 11, still stuck in his amalgamated alien form, Ben, along with Kevin, suddenly gets beamed aboard a spaceship called the Mega Cruiser, where aliens are imprisoned and forced by the owner, Slix Vigma, to fight for the entertainment of the galaxy. Now Ben and Kevin must work together to find a way back to Earth.

Tropes

• Arson, Murder, and Admiration: Slix Vigma upon seeing Kevin in action.
  Slix Vigma: Sadistic. Cruel. Merciless. True gladiator material.
• Bad Reason to Do Good: Towards the climax, Slix Vigma has Ben in his clutches and intends to make him pay gravely for controlling him. But out of nowhere, Kevin impales and kills Slix in the nick of time. A confused Ben is surprised Kevin would do anything as selfless as save his arch nemesis' life. Kevin explains he did it for the same reason he bothered to team up with Ben and protect him from the other gladiators: he wants the pleasure of killing Ben himself.
• Can't Live Without You: When Ben and Kevin are captured and forced into the Gladiator Games by Slix Vigma, Slix shackles them together by an energy shackle so that if one dies, the other does too.
• Chained Heat: Ben and Kevin are chained together by cuffs connected by a laser. The cuffs also change size in accordance to Ben's alien forms.
• Continuity Nod: Near the end of the episode, Kevin brags that he knows all of Ben's aliens so he thinks he can't beat him. But Ben transforms into Cannonbolt, who was only recently acquired, so Kevin is taken by surprise and gets his ass kicked, not knowing how to fight it.
• Didn't See That Coming: Kevin boasts how he knows the skills of all of Ben's aliens. Then Ben brings out Cannonbolt.
• Didn't Think This Through: Ben tells Kevin to combine his different powers to make up for them only being at half strength and do more creative damage, not realizing he's making his enemy stronger. Kevin lampshades this afterwards, thanking Ben for the tip when he's about to kill him.
• Exact Words: Upon meeting Ben and Kevin in his chamber, Slix Vigma says that "These eyes see everything on this ship, and these hands control everything on this ship". Later, the two return to that same room, thinking that he controls everything on his ship there. Slix tells them on a monitor that's not what he said, he said "these hands control everything on this ship", a subtle bit of Foreshadowing that Slix is a robot who controls the Mega Cruiser.
• Gladiator Games: Aliens abducted into the Mega Cruiser are forced to fight for the galaxy's entertainment, sometimes even to the death.
• Glad I Thought of It: Kevin rebukes Ben for sparing Technorg's life when it looks like the latter is out for revenge but when Technorg submits himself to Ben, Kevin claims it was all his idea.
• I Owe You My Life: Technorg, the Mega Cruiser's reigning champion, initially antagonizes Ben and Kevin, but after the two of them beat Technorg in the arena and Ben forces Kevin not to kill him, Technorg declares himself in Ben's debt and servitude.
  Technorg: You've bested the best. And spared my life. Now you are my master.
• Ironic Echo: When Kevin is about to kill Ben, he tells the latter that his "lapdog" Technorg won't save him this time. Later, when Technorg confronts Kevin, he crossly asks "So, I'm a 'lapdog', am I?"
• Makes Us Even: Just as Kevin is about to tear open Ben's escape pod, Technorg saves him, since he believes his life is still Ben's. Ben's reply? "Looks like we're even."
• "Oh, Crap!" Smile: Kevin smiles nervously when he's faced with an angry Technorg, who caught him trying to kill Ben, and overheard him call him "[Ben's] lapdog."
• The Only One Allowed to Defeat You: Kevin saves Ben from being killed by Slix Vigma, but only because he wants to do so himself.
• Pre-Asskicking One-Liner: When Kevin brags that he knows all of Ben's alien forms, Ben goes hero and responds with, "Oh yeah? I don't think you've been introduced to Cannonbolt!"
  • Shortly after, Technorg says to Kevin, "so I'm a lapdog am I?" While cracking his knuckles. Kevin can only cower in fear.
• Protection Racket: As champion, Technorg demands the each of the prisoners to surrender their meager meals. After Ben and Kevin defeat him, he then offers his own meal to them.
• Rebuking the Boast: Kevin while fighting Ben boasts that he's "Kevin 11" because he has all the powers of Ben's first ten aliens plus his own. Ben points out that it's not the case because his powers are only a tenth as good as the actual aliens', which he proves by easily breaking one of Kevin's Diamondhead projectiles.
• Revenge: The reason why Kevin's attacking the Rustbucket.
• Sequel Episode: This episode takes place sometime after the events of "Framed", with the episode beginning with Kevin fighting Ben after attacking the Rustbucket offscreen.
• Soft-Spoken Sadist: Slix Vigma is prone to speaking in this way.
• The Strategist: Ben invokes this trope, first by teaching Kevin to combine his different powers for better use and later by convincing the other prisoners to work together by staging a riot so they can escape.
• Teeth-Clenched Teamwork: Kevin only agrees to work with Ben because his life depends on it. And even then he continues to complain and bicker with Ben throughout the episode.
• This Is Gonna Suck: The sheepish expression on Kevin's face when he's left alone to deal with a cross Technorg says it all.
• Third-Person Person: When Technorg is losing in a gladiator match between him, and Ben and Kevin, and the audience boos him, he refers to himself in third-person:
  Technorg: No-one boos Technorg! Technorg is champion!
• Undying Loyalty: Despite Ben insisting Technorg take the escape pod back to his home planet, the latter sticks around to narrowly save Ben from Kevin. He even lampshades it.
  Ben (as Cannonbolt): Technorg! I thought you escaped!
  Technorg: I told you: my life belongs to you.
• Villain Forgot to Level Grind: Kevin 11 has the powers of Ben's original 10 aliens. However, by now Ben has unlocked an 11th alien, Cannonbolt, who proceeds to give Kevin a Curb-Stomp Battle.
  Kevin: Hold still, creep!
  Cannonbolt: New game: it's called dodgeball!