Writer:	Matt Wayne
Director:	Butch Lukic
Star:	Yuri Lowenthal (Ben Tennyson),  Ashley Johnson (Gwen Tennyson),  Greg Cipes (Kevin Levin),  Dee Bradley Baker (Brainstorm / Jetray / Spidermonkey)
Guest Star:	Barbara Bain (Verdona),  George Newbern (Frank Tennyson),  Juliet Landau (Energy Verdona, Natalie Tennyson)

Main Villain(s):
None. (edit) By theory, this episode shows that Ben and Gwen are part Anodite, with Gwen more than Ben. (edit) Verdona - Ally Bio:
Verdona is an alien species from the planet Anodine. She was Grandpa Max's long-lost wife. She had to leave him because of his busy schedule saving the universe. Together they had Gwen's father, and Ben's father. Verdona, just like all other Anodites has the ability to extract mana from all living things and use that mana as a weapon. (edit) This is the first appearance of Ben's and Gwen's grandmother, Verdona, who was also Grandpa Max's wife. (edit) Ben is already in alien form in the beginning of the episode. (edit)

Gwen: I love having powers, but I like my life better. (edit) Gwen: I've always felt like an outsider. Like I was in the wrong place. Then I think: "Oh, that's high school for you." (edit) (Kevin lifts a boulder ready to smash Verdona with it, but then he pauses)
Kevin: Dude, I don't know if I could pound your grandma.
Spidermonkey: That's okay. We're teaching her to mind her "mana" [manners]. (monkey-like laugh)
Verdona: (laughs as well) Good one, Ben.
Kevin: Was not. (edit) Verdona: Energy beings talking here.
Gwen: No, you're an energy being. I'm a girl. (edit) Verdona: I'm really enjoying this. I should get out more often. (edit)

Think Back:
In the last episode of the original Ben 10 series, Grandpa clearly states that he wanted to tell Ben's grandma, his wife, that he was a plumber. But in this episode it turns out that his grandma is an alien. So either his grandma was hiding as a human and didn't tell Max, or this is a plot hole.

Response
Verdona mentions the fact that Max tried to hide his being a plumber from her, however she knew anyways. The only reason he would try to hide it if he didn't know she was an alien. (edit) Look Closely:
In the picture in Gwen's room, where she and Ben are photographed together, the Omnitrix is on Ben's right hand instead of his left, like it's supposed to be. (edit) Look Closely:
When Ben gets out of the hole, every decoration on his jacket is missing except one white stripe. (edit) Look Closely:
When Verdona vanishes after telling Gwen they'll meet again soon, the number 10 on Ben's shirt isn't there. (edit) Look Closely:
When the team first arrives next to the tree, there are no flowers there. Not even the one Verdona just placed. A minute later, there are 10 flowers near the roots of the tree. (edit)

The idea that Gwen would inherit Verdona's powers and not Ben, Ken or their respective fathers is a reference to a theory in Para-psychology and genetics that states that while both genders could potentially carry the phsychic gene that it would be dominant and manifest in the female gender more than the male. (edit) The title of this episode refers to the old nursery rhyme, "What Are Little Girls Made Of." Because it is such a familiar poem, many authors of TV shows, novels and poetry allude to it, whether nostalgically or ironically. (edit) The name of Verdona's home planet, Anodine, sounds like "anodyne" (a soothing remedy) but is actually a transposed homophone for "dynamo", an electric generator - a fitting term for a planet of energy beings. (edit) Allusions from the Previous Aliens:
Spidermonkey is a combination of Wildmutt's super human abilities and Grey Matter's ability to stick to walls. (edit) Spidermonkey: Why grandma, what big trouble you have!

This is a play on several quotes from the fairy tale Little Red Riding Hood: "Grandma, what big eyes you have!"
"Grandma, what big ears you have!"
"Grandma, what big teeth you have!" (edit)