And Then There Was 23 is the first episode of Ben 23, created by omni11.

Not long after Store 23, Gwen has returned from a boarding school, meeting Azmuth. After they hear of alien activity over Earth, Azmuth upgrades the Rust Bucket and they head out, Ben encounters Vilgax's drones.


Ben, as Charcoal Man, is chasing down a couple of crooks. He shoots blasts of fire at the crooks knocking one down, but the other one dodges. Right when the other crook is about to escape, a metal pole swings around the corner and knocks him out. Charcoal Man is confused when the figure walks up, and it turns out to be Gwen, telling him "You're welcome, doofus". Charcoal Man reverts back to Ben and hugs Gwen, telling her "Thanks, dweeb". She tells him that the boarding school closed down, so she returned to see her doofus of a hero, cousin. Azmuth shows up to tell Ben something. Ben introduces Gwen to Azmuth. Azmuth tells Ben how much better he's been since his 10th dimension self, but in order to give him the same discipline that the 10th dimension Ben had, he will leave Ben with only the first 23 aliens placed in the omnitrix. Ben is upset, but accepts it. Ben gets a call from his manager, saying they're has been alien activity over the Earth. Ben says they should check it out and stop any of them that are threats. Gwen states they don't have a vehicle for all of them to travel in. Azmuth reminds them of the Rust Bucket, full of plumber tech, but Ben tells him it hasn't been used since Max died and is probably dead. Ben and Gwen take Azmuth to the Rust Bucket, that is rusting with cracks in the windshields and windows. Azmuth tells them to give him an hour or two. Meanwhile, Ben and Gwen are getting smoothies at Mr. Smoothy, catching up. Gwen is confused, because Gwen used to hate smoothies before she left, but he sais his alternate self convinced him to like smoothies, but still like Mr. Gyro better. After finishing their smoothies, they head over to Mr. Gyro, but are stopped, when a blast hits the ground in front of them, the shockwave sends them flying against the wall. They see orange drones, that look similar to the 10th dimension Vilgax's red drones. Ben turns into Dog-Nabbit and claws straight through one of them. Gwen grabs a pole and slams one into the ground. Dog-Nabbit bites one apart and moves Gwen out of the way, when one shoots a blast at Gwen. Dog-Nabbit transforms into Plug Man and he absorbs the blast and shoots it back at the last drone. Plug Man reverts back to Ben as Azmuth arrives, and ask what happened. They say it's a long story and check out the new and improved, Rust Bucket. They were heading off, when they hear of a giant alien robot terrorizing a campsite. Ben and Gwen suggest it's probably one of the drones they fought. When they get there it's a large orange drone. Ben turns into Freezelizard and tries to freeze it, but it brakes free and blast him against a tree. He transforms into Hard Shard and shoots it with diamonds. They stick in to it but have little effect on it. The drone blast Hard Shard, knocking him into a tree. The tree trampled over Gwen but Hard Shard sliced it in half, before it hit her. Other small drones arrive and attack Ben. They try to shoot him, but he turned in the Feedback and absorbs it. He then, shoots it back at them. Feedback turns back into Hard Shard and it grabs him. He slices the arm off as it tries to blast him. Part of the blast deflects off, giving him an idea. He creates a shield out of his hands and deflects the blast back at the drone. The drone shatters, as the people cheer for him. Back at the Rust Bucket, Gwen and Azmuth are wandering where Ben is. Ben arrives as speedyquick and reverts back. Ben is revealed to be wearing a shirt similar to the Ben 10 original series shirt, but the white is light blue and the black is dark blue.

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