Ben 10: Alien Force

Vengeance of Vilgax: Part 2

Season 3, Ep 2, Aired 9/11/09
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  • Episode Description
  • Ben, Gwen and Kevin race to collect the Omnitrix's missing forms and make it to the battle with Vilgax on time. Meanwhile, Kevin discovers that his new transformation has some benefits.

  • Cast & Crew
  • Yuri Lowenthal

    Ben Tennyson

  • Ashley Johnson

    Gwen Tennyson

  • Greg Cipes

    Kevin Levin

  • Jeff Bennett


  • Dee Bradley Baker

    Swampfire / Humongousaur / Jetray / Brainstorm / Big Chill / Chromostone / Spider Monkey / Goop

  • Fan Reviews (0)
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  • Trivia & Quotes
  • Quotes (4)

    • Grandpa Max: By the rules of the galactic code, as ratified by the KC Kelly accords, you have lost this contest. You must leave this world, and never attack it again. Do you acknowledge? Vilgax: I do. But know this, Ben Tennyson: I will have my vengeance upon you. Ben: Sure thing. Get outta here.

    • Vilgax: Are you ready to die, Ben? Jetray: Can we skip the threats and get to the "fight" part? There's a Sumo Slammers marathon at eight, and I forgot to set the DVR. (Vilgax swings his sword at Jetray) I'll take that as a "yes".

    • Vilgax: Ben 10, I've come to kill you and conquer your world. Is now a bad time?

    • Ben: This is a job for... Humongousaur! (changes into Upchuck) Upchuck: (sighs) Or Upchuck. Upchuck is good.

    Notes (3)

    • It is revealed that Gwen is afraid of spiders.

    • Ben may have Diamondhead back, but this time Diamondhead has a new form and is stronger than it was before. Diamondhead still has the arms and face of its original form but it now has the body of Chromastone.

    • Alien Form(s) Used: 1) Upchuck 2) Brainstorm 3) Swampfire 4) Jetray 5) Big Chill 6) Humongousaur 7) Chromastone 8) Diamondhead

    Trivia (6)

    • How did Gwen know Vilgax had more power than before? It is not shown where she learned this from.

    • When Vilgax activates his glove, his tentacles briefly disappear.

    • When Ben says "smells like a plan to me," Gwen hits him. However, they were not right next to each other, so how could she have reached?

    • When Gwen attacked Chromastone, she threw two energy spheres at him. However, we see that only one hits him.

    • Goof: At the end of the episode when Ben, Gwen and Kevin are all putting their hands together, Ben originally puts in his right hand, with the Omnitrix. However, when the view changes, it is Ben's left hand in the middle.

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    Allusions (3)

    • The KC Kelly Accords is a reference to Joe Kelly, one of the creators of the Ben 10 saga.

    • This episode makes two allusions to urban legends. First, when Spidermonkey goes after Gwen, Kevin says it'll lay eggs in her head, then when the eggs hatch, they'll eat her brain. Second, Ben says that, in the sewer, there are alligators that people flushed down the toilet when they were babies.

    • Kevin's new transformation appearance and powers makes him resemble "Metamorpho" from "DC Comics".

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