Season 3 Episode 3 A Change Of Face As Stinkfly looks at himself in a broken glass mirror complaining about the hat, shooting it off, Charmcaster chants a spell that affects the user and another. She directs it to Stinkfly as he flies away as fast as he can, but no luck, he's trapped by the spell that draws him toward Charmcaster. As Gwen tries to calm a horse, it runs off and Gwen gets on it. Up ahead, Charmcaster and Stinkfly get closer, but before the spell brought them together, the horse ran through it, causing Gwen to replace Stinkfly. Charmcaster finds that she can't stop the spell in time, and the bubbles combined within each other. The effect caused them to fly out toward opposite directions. Gwen, in Charmcaster's body, catches herself in a mirror, and points at the reflection. She looks around that Charmcaster is nowhere to be seen. As Gwen fools around a bit, Charmcaster, in Gwen's body, in the alley is shocked. Gwen soon enough finds out that it is really her, and they have swapped bodies with each other. As the confusion continues to puzzle her, Gwen’s attention is turned to Max and Stinkfly trying to calm down the horse. She runs towards them to tell them what happened. Charmcaster decides to try and stop her, and punches her so hard that it pushes her back to a nearby tree. Stinkfly reverts back into Ben, and lands on the horse’s back. Charmcaster tries to imitate Gwen, Gwen tries to tell them that they’ve switched bodies. Their remarks confuse them, and Charmcaster punches Gwen back down. The officers come to take Gwen to juvie, and Charmcaster has all the time she needs to plan out a way to take possession of the Omnitrix. Charmcaster casts the transfer spell again, hoping that it would finally get her to reach her purpose, but she ends up back into her own body. Gwen and Ben seem to be all right, but, they swapped bodies. Cannonbolt tries to get to Charmcaster, but gets caught inside the bubble of the spell. Ben comes in to kick Charmcaster out of her bubble, and Ben and Cannonbolt get swapped back.