Based on the second Ben 10 series, each card in this game represents a character from the show, including Ben and Gwen Tennyson, Kevin Levin, and the aliens Ben turns into, as well as the enemies they fight to protect earth.

Players each play one card per turn, which engages the enemy in battle. Each card has a series of Battle Elements, as well as which battle element the opposing character will use that turn. The character with the highest battle value is victorious, and the loser draws a number of cards based on the damage dealt. The winner is the player who makes their opponent draw their last card.