Ben 10

Gwen 10

Season 2, Ep 4, Aired 6/1/06
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  • Episode Description
  • When two robbers try to rob a gas station mart, Ben decides to turn into Four Arms to stop them. However, when he tries to activate the Omnitrix, it seems to be missing from his wrist. To make the situation more confusing, Grandpa Max and Gwen seem to have no knowledge of the summer they've spent together so far. It turns out that it's the first day of their vacation. Ben discovers that he has traveled back in time, and he decides to get the Omnitrix again. When he arrives at the crash, though, Gwen was able to get there first and obtain the device. Gwen has more control over the Omnitrix than Ben did. Can Ben find a way out of this alternate reality, and get things back the way they were?moreless

  • Cast & Crew
  • Meagan Smith

    Gwen Tennyson

  • Paul Eiding

    Grandpa Max

  • Tara Strong

    Ben Tennyson/Upgrade

  • Greg Klein

  • Scooter Tidwell

  • Fan Reviews (27)
  • Nice concept, WTF ending.

    By ZaleIsBackAgain, Jan 05, 2011

  • A nice what-if episode... No doubt that Gwen would do wonders with the Omnitrix.

    By frosty_ice, Dec 08, 2009

  • Although the concept is good, the storyline itself is quite boring.

    By herculehastings, Jul 20, 2008

  • awesome episode..

    By tenn99_23, Mar 23, 2008


    By ger5632, Mar 05, 2008

  • Trivia & Quotes
  • Quotes (70)

    • Ben: (referring to Gwen chained up as Vilgax's hostage) A little scarier than a trip to the dentist, huh?

    • Grandpa Max: (transforms into Upgrade) Now what? Ben: Time to add a few extra options to the RV.

    • Grandpa Max: (after reverting back to himself) I could get used to this.

    • Narrator: So many ways to tell a story, and that's what makes them so interesting. Sometimes, you never could predict how they're going to turn out.

    • Grandpa Max: (as Vilgax tries to break into the RV) I don't think so!

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    Notes (38)

    • Originally, this epsiode is not part of the storyline. The writers wanted to know what was it like for Gwen to have the Omnitrix instead of Ben.

    • This is the first and only episode of the series where Ben and Gwen meet Vilgax in his old form, before he becomes super strong Vilgax.

    • Running Gags: 1) Whenever Ben says something about the past, Grandpa Max gets shocked. 2) Gwen saying to Ben, "You? A..."

    • Once the Omnitrix is detached from Gwen's wrist, it flies in the direction of Ben, only to pass him and latch onto Grandpa Max's wrist. According to the later episode "The Visitor," this may have been deliberate, as Xylene admits that the Omnitrix was specifically sent to Max's location with intent for him to claim it.

    • When Vilgax captures Gwen, he inputs a code into the Omnitrix that stops it from activating for a while.

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    Trivia (13)

    • Look Closely: When Grandpa Max turned into Upgrade and merged with the RV, you could see the Omnitrix symbol on the front left tire.

    • Look Closely: At the end of the episode, we see a magazine cover of Ben 10. If you look in the upper right-hand corner, it says that the magazine is only 25 cents.

    • Look Hard: Gwen caught 9 fish when she turned into Ripjaws to get lunch.

    • Think Back: How come Vilgax was able to touch the Omnitrix when Gwen had it, but in "Secrets" he wasn't able to touch it? As a sidenote, the faceplate was red, so shouldn't Gwen have turned into a Chimera Sui Generis? (Vilgax's species)

    • If this is a "what if" episode, how come Ben remembers what happened?

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    Allusions (3)

    • Gwen: Hey, that was a Mega Gulp! An obvious spoof of Seven 11's "Big Gulp."

    • Opening: Comics The opening is a reference to the fact that Man of Action (the writing team) has a history deeply rooted in the comic book industry.

    • Episode: Alternate Dimension Comics This episode shares many similarities with DC's Elseworld comics and Marvel's What If? comics, which change various background details to see what would happen. In this case, they change the original owner of the Omnitrix.

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