Ben 10: Alien Force

Season 2 Episode 1

Darkstar Rising

Aired Friday 8:30 PM Oct 10, 2008 on Cartoon Network



  • Trivia

    • We find out that Magister Prior Gilhil has over 300 planets under his watch.

    • We find out that the Plumbers are the only law enforcement organization recognized by all signatories of the Milky Way Treaty. We also find out that if you impersonate a Plumber that makes it a interstellar-class felony.

    • Listen Closely:
      The Highbreed commander's voice is higher than usual. Also, this same voice was used in the video game.

    • Why would Kevin absorb his car if he went with the stone?

    • Look Closely:
      When the Highbreed Lord threw Kevin onto his car, the car received no damage at all; even though Kevin was in his stone form.

    • Look Closely:
      Before Gwen gives Kevin balls made of different substances, she gives him a cup of soda. On that cup of soda, you can see a picture of the house. This house is the logo for Burger Shack, although the Burger Shack eatery itself is not seen until the episode "Good Copy, Bad Copy."

    • The show opening slightly changes. Alien X is no longer shown as a silhouette.

    • Since his experience with Alien X, Ben has seemingly gained the ability to transform from alien form to alien form without the need of becoming Ben again. Though unlike the previous version of the Omnitrix's use of this ability (via the master lock) numerous transformations in a row now seems to weaken Ben severely.

    • This episode is the 4th instance of Ben burping, 3rd appearance of Mr. Smoothy, and 2nd appearance of Mike Morningstar (now Darkstar).

    • We discover that Kevin's biological father is a Plumber.

    • The Mr. Smoothy cups now have faces on them. In the episode, "The Gauntlet," they did not.

  • Quotes

    • Humongousaur: (grabs the Highbreed Lord's arm) Hey ugly, why don't you pick someone your own size? (throws him)
      Highbreed Lord: (talking to the team) I wouldn't if I were you. (speaks in alien language and Magister Gilhil appears)
      Magister Gilhil: Didn't take you kids long to get yourselves into trouble again did it?
      Humongousaur: Us? We were just-
      Highbreed Lord: (interrupts) Attacking me for no reason!

    • Highbreed Lord: (breaks through garage wall) Human scum, I will cleanse the world of your filth.
      Kevin: Looks like I picked the wrong day to give up fighting monsters. (absorbs metal from his car)
      Gwen: It's a Highbreed. Ben says they're too strong for us to fight.
      Kevin: Well, Ben ain't here. (attacks the Highbreed Lord)

    • Kevin: And what makes you think I'm still helping you guys anyway?
      Gwen: (holds his hand) Because you've changed.
      Kevin: Maybe, but I'm still on parole. That Magister can put me back in that Null Void anytime he wants. (Gwen and Kevin are about to kiss but the Highbreed Lord breaks in)

    • Gwen: I brought you a present. (throws Kevin a wooden ball)
      Kevin: (catches it) What's this?
      Gwen: A wooden ball. Absorb it. (Kevin absorbs it) How about this one? (throws Kevin another ball and he absorbs it) It's a ball bearing. Made out of, uh I don't know, ball bearing stuff.
      Kevin: Stainless steel.
      Gwen: I brought you a whole bag of them. All made of different materials. That way when you fight, you can change to whatever you want.
      Kevin: Thank you, but it doesn't really work that way. I need a lot of whatever I'm copying.
      Gwen: Oh.

    • Highbreed Lord: (on the floor) What do you want from me?
      Darkstar: (looks down at him) I want to make a deal.

    • Highbreed Lord: (Darkstar barges in) Who are you? What insignificant alien spec dares to enter the command center of a Highbreed Lord? (Darkstar remains silent) It doesn't matter. Dead men don't need names! (sends Darkstar flying with one hit)
      Darkstar: (lifts giant piece of stone) Nice shot. You're just as strong as I heard. (Highbreed Lord expands his wings, and Darkstar hits him with the stone) That's it. Show me all of your power. (feeds on the Highbreed's power) Give me your strength.

    • Kevin: I need my badge back Ben. It's the only thing that matters. (drives off)

    • Kevin: I want to be a Plumber okay? When I was little, my mom would tell me stories about my dad. How he was a Plumber and he did all this cool stuff.
      Gwen: (puts hand on Kevin's right shoulder) I never met your dad.
      Kevin: Me either. But I still want to be like him!
      Gwen: That's why you know so much about the Plumbers, and alien technology and everything.
      Kevin: It's why I agreed to help you guys in the first place. (Gwen seems sad and Kevin understands why) Mostly...

    • Gwen: Seriously Ben. Magister Gilhil pretty much just put us out of business. What are we gonna do?
      Ben:We're going to keep doing what we've been doing; find the aliens, fight the bad guys.
      Kevin: He took my badge!
      Ben: (mocks Kevin and changes voice) Badges, we don't need no stinkin' badges.
      Kevin: You think this is a joke? (grabs and lifts Ben)
      Gwen: Kevin, let him go! (Kevin throws Ben onto the hood of his car)
      Ben: Duuuude!

    • Ben: Cheer up. Mr. Smoothy makes everything better. (hands Kevin his cup)
      Kevin: (Kevin tries it) Ughhh. (disgusted) How does turnip and wheat grass sludge make anything better?
      Ben: Well I like it! Besides, it's also got ginger in it.
      Kevin: Oh ginger. (sarcastically) That solves all our problems.

    • Gwen: (referring to Kevin) He's changed.
      Ben: He did his time. He's been helping us.
      Magister Gilhil: He's been impersonating a Plumber. (walks over to Kevin) Give me the badge you stole!
      Kevin: Don't take my badge man, please.
      Magister Gilhil: Now! Or you're going back to the Null Void. (Kevin hands Magister Gilhil the badge) Thank you. (deactivates it) You're free to go, but if you ever get involved in Plumber's business again, I don't care what Azmuth says, (looks at Ben and Gwen), you're all going to the Null Void-- even you Ben. (Magister Gilhil teleports away)
      Ben: (stunned) Is that it? Is this the end?

    • Magister Gilhil: Ben you already wear the Omnitrix so you already have special dispensation. The Galvan have requested that you not be interfered within minor matters. (turns to Gwen) And the reports I've read have indicated that as you say, have never impersonated a Plumber. But you...
      Kevin: Yeah, what?
      Magister Gilhil: You got a record. You've done time in the Null Void for a variety of crimes.

    • Magister Gilhil: Magister is a rank not a name! You pretend to be Plumbers but you know nothing about the job.
      Gwen: (yells) I never pretended to be anything!
      Ben: Aliens are attacking our planet. We're just fighting to keep it safe.
      Magister Gilhil: I've read a number of reports on your activities. There is no evidence of significant alien activity here.
      Ben: We've seen them! I wrecked one of their ships.

    • Magister Gilhil: Look, the point is, there's a reason we shut down Plumber operations on earth five years ago. After Vilgax was destroyed...
      Ben: (interrupts Magister Gilhil) You mean after I destroyed him.
      Magister Gilhil: Credit do. But earth is a backwater level two planet. Without imminent threat, I can't allow Plumbers' resources to be wasted here. I've got over three-hundred inhabitant planets under my watch.

    • Kevin: (holding a grudge) I don't see why we gotta talk to him.
      Magister Gilhil: Because I'm the Plumber officer in charge of this whole section of space.
      Ben: Then you know we're the good guys.
      Magister Gilhil: What I know is that over the last couple of months I've gotten several reports of you kids passing yourselves us as Plumbers.
      Gwen: Our grandfather was a Plumber.
      Magister Gilhil: Max Tennyson; he was a good man, but that doesn't make you Plumbers. And you... (looks at Kevin) you don't even have a claim by blood.
      Kevin: Yes I do! My father, my real father, was... (embarrassed)
      Gwen: Kevin?
      Kevin: (regretful) ...Nothing. Never Mind.

    • Magister Gilhil: Stay down son. (Kevin absorbs metal and punches Magister Gilhil) As much as I'd enjoy going a few more rounds with you, I don't have the time. (traps Kevin with magnetic lifter orbs)

    • Magister Gilhil: (introduces himself) Magister Gilhil of the Plumbers. Magister Prior Gilhil. I'm the commanding officer of this entire quadrant. You're all under arrest for impersonating officers of the law. (shows Plumber badge)
      Ben: (shocked) Under arrest for what?
      Magister Gilhil: Impersonating a Plumber. We're the only law enforcement organization recognized by all signatories of the Milky Way Treaty. That makes what you've done an interstellar-class felony.

    • Chromastone: (talking to Forever Knights) All right nobody move. (forever knights ignoring him)
      Kevin: Hey did you guys hear us.
      Gwen: I don't think so. (sticks hand through a Forever Knight)
      Chromastone: Holograms?
      Magister Gilhil: Good guess. (holograms disappear)

    • Magister Gilhil: (Ben is about to turn into goop) Don't! (points weapon)
      Gwen: Do.
      Goop: Gooooooop! (Goop holds Magister Gilhil) You wanna talk, let's talk.

    • Ben: (Kevin starts walking) Hey where are you going?
      Kevin: (looks at his badge) I've got to tell my mom.

    • Kevin: (referring to Darkstar) You sure that rig will hold him?
      Magister Gilhil: It's level six technology son. He isn't going anywhere but the Null Void.
      Ben: What about us?
      Magister Gilhil: I've been giving that some thought. You guys made a difference today.
      Ben: And?
      Magister Gilhil: Maybe I don't need to re-assign good men to this quadrant. Maybe they're already here. (referring to the team)
      Kevin: What's that mean?
      Magister Gilhil: You've been drafted. (hands Kevin his Plumber's badge) Here's your badge back. And here's one for you. (gives Gwen a Plumber's badge; Ben places his hands out) Don't push it kid. You've already got the Omnitrix. As of now, you're the only law in the quadrant. Do a good job. (teleports away)

    • Gwen: The Highbreed is gone.
      Kevin: The DNAliens must've sprung him when we were fighting.

    • Humongousaur: Nighty night! (lands on Darkstar and crushes him)

    • Gwen: Michael! (Darkstar turns) Ooh. (disgusted) I swear you were better looking when we used to go out.
      Darkstar: Laugh while you can. I've got all the power of your teammates plus the Highbreed and the Plumber. How can you possibly hope to defeat me alone?
      Gwen: Who said anything about alone? (army of DNAliens appears) They're pretty mad about you kidnapping their boss. (DNAliens attack Darkstar)

    • Kevin: (Darkstar absorbing their powers) If you could reach your Omnitrix, maybe Alien X?
      Ben: No! If he absorbed all of that power, nothing can stop him.
      Darkstar: Eventually I'll have it all anyway.

    • Darkstar: When you ruined my plan, you nearly destroyed me. But over the weeks, my powers returned; stronger than ever. So did my hunger. My old method of feeding is no longer sufficient.
      Ben: High school girls to tough for you huh?
      Darkstar: To the contrary. I need more power than they can supply.

    • Ben: I know who he is.
      Darkstar: Do you really?
      Ben: You have to be somebody that knows all about the Plumbers, and the Highbreed. But most importantly, you have to be someone with a grudge against us. Why don't you take off the dopey mask Michael?
      Kevin: Wait, that's Michael Morningstar? The creep who tried to steal Gwen from m- Who, who stole all those powers from the girls at his prep school?

    • Magister Gilhil: (trapped along with Kevin, Ben, and the Highbreed Lord) I don't understand what's going on. That's the guy who tipped me off that you were impersonating Plumbers.
      Kevin: And he scammed big ugly too. (Highbreed snarls) Well he did. Don't snarl at me.

    • Darkstar: (Gwen escapes) You can't run forever lovely Gwen. I'll have my revenge on you too. But first thing's first. (looks at Magister Gilhil, the Highbreed Lord, Ben and Kevin)

    • Highbreed Commander: (Darkstar absorbing his powers) What? You promised that if I helped you... (is too weak to talk)
      Darkstar: I can't be trusted.

    • Humongousaur: He's one of the aliens we told you about. He's attacking the earth.
      Magister Gilhil: Sure kid. How about some proof?
      Highbreed Lord: They attacked me for no reason. They said they were Plumbers.
      Magister Gilhil: I've heard enough. You three are under arrest. And you, (looks at Highbreed Lord) I don't know what's going on here but I'm going to find out. You're coming with me for questioning.
      Darkstar: I beg to differ. No body's going anywhere. Not until I make your powers my own.

    • Kevin: Forever Knights.
      Gwen: Up to no good as usual.
      Ben: Showtime! (turns into Chromastone)

    • Darkstar: Michael Morningstar no longer exists. (reveals his zombie-like face) Now I am Darkstar! (Ben and Kevin are disgusted by his appearance) You did this to me and you will feed my hunger. (absorbs their powers) I will take your strength and make it my own, until you have no more to give.

    • Magister Gilhil: If I were you I would keep my big mouth in check.
      Kevin: If I were you I wouldn't threaten a guy who can kick your can halfway up the street and back!
      Magister Gilhil: You feeling froggy son? Then jump.
      Gwen: And if you're feeling smart, don't. (all quiet)
      Kevin: (breaks silence) Ribbit. (Kevin attacks Magister Gilhil)

    • Kevin: Ben, you sure this is the place?
      Ben: That's what the tip said.
      Kevin: Yeah, that's what worries me. You don't get tips; I get tips. You got no connections.
      Ben: Come on, Kevin. I got connections.
      Kevin: Yeah, like who?
      Ben: Um, uh... like Gwen?
      Gwen: It's true. He does know me.
      Ben: A lot of support there, Gwen. Thanks.

    • Kevin: You okay man?
      Ben: Tired...
      Gwen: (holds him) Sit down and catch your breath.
      Magister Gilhil: Is he okay?
      Ben: Everything going dim... need... smoothie.
      Gwen: He's fine.

  • Notes

  • Allusions

    • Darkstar's new look bear resemblances to Slade from the 'Teen titens' series. He also wears a mask to hide his face because he is perhaps ashamed of it- as does Slade.

    • Darkstar's Mask - Iron Man
      Darkstar's mask looks almost exactly like Iron Man's mask from Marvel. Their eyes and mouth are almost identical.

    • Darkstar's Powers - Raven's Powers:
      Darkstar's powers look very similar to Raven's dark aura from "Teen Titans."

    • Ben: Badges? We don't need no stinkin' badges!

      Ben quotes a line from the film "The Treasure Of The Sierra Madre"; even imitating Humphrey Bogart's voice.