Ben 10: Alien Force

Season 3 Episode 1

Vengeance of Vilgax: Part 1

Aired Friday 8:30 PM Sep 11, 2009 on Cartoon Network
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Episode Summary

Vilgax, after conquering 10 planets, comes to Earth to destroy Ben.

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  • Wow Ben is nasty

    There is one factor that keeps me from truly liking this show and it is spelled out really well in this episode. Ben is a rude little jerk in this episode. He's suppose to be a hero and yet he lays around in his house and goes out to help his friends when they're in trouble so begrudgingly. That's not a hero at all. People come from far away to thank him and praise him and he belches in their face. and at the end of it all, he doesn't learn anything. He doesn't gain any humility. He's still just as cocky as ever.

    In the original show he could get away with this kind of stuff to an extent because he was just a kid acting tough back then and I just figured he'd mature as he got older, but then we see him acting like this.

    I know there are some episodes where he can really display some maturity but then there are other episodes where I just can't help but get frustrated with him, especially considering that this is a show meant for kids who probably want to be like him.moreless
  • We see Vilgax again and Ben's old over-confident self again...ugh. But other than a mean Ben and anything else that was bad, the rest was pretty good!

    The beginning of the episode was kinda...I don't know. Cliche maybe? "I'm the most powerful, evil person in the world and nothing can stop me, MUHHAHAHAHAHAHAHA!!!" Vilgax's performance was short and sort of pitfil...if Vilgax comes back sometime in the season that'll be fine ^^. Another thing...apperently Kevin has a job as a mechanic? Cool! Saw the outfit and began to think that might be the reason why Kevin's car is back again... Gwen's outfit was pretty cute...a little tomboyish and girliness...not too bad on her at all. Speaking of Kevin and Gwen...will their relationship take a turn for the worse since Kevin's this "monster" again? I'd hope not! There was a few Gwevin shots in there...

    1. Gwen holding Kevin's hand so he can try to absorb her skin

    2. Kevin saving her when she fell down the web (which reminds me...did you notice how he wasn't wearing any clothes when he was in his monster form and just had that black part which looked like underwear? When Gwen hugged Kevin I was like "Woah woah woah what are you doing Gwen?!?!?")

    3. Gwen and Kevin hugging when Chromastone was broken into pieces

    Can't wait for the next episode "Inferno" and see what's going to happen! Hopefully Ben lightens up a bit...

Khary Payton

Khary Payton

Manny, TV Announcer

Guest Star

Juliet Landau

Juliet Landau

Helen, Tini

Guest Star

Dee Bradley Baker

Dee Bradley Baker

Ssserpent, Psyphon, Policeman #1

Guest Star

Trivia, Notes, Quotes and Allusions


  • TRIVIA (15)

  • QUOTES (4)

    • Manny: Shotgun! Called it!
      Helen: Why do you keep saying that? You have shotgun. Why do you keep calling it?
      Manny: 'Cause I like to yell shotgun. Shotgun!

    • Gwen: Guys, focus! Bad guy on the loose!
      Cannonbolt: It's not a problem, Gwen. Creeps like this... Um, what's your name?
      Serpent: I am Sssserpent, the snake that walks like a man.
      (Cannonbolt repeatedly rolls over Serpent)
      Cannonbolt: Is it okay if I call you "Roadkill, the snake that only made it halfway across the street"?
      Serpent: Ughhh...
      Cannonbolt: I'll take that as a "yes".

    • Gwen: This would be a lot easier if Ben was here, like he promised... an hour ago!
      Kevin: Guess that fancy watch of his doesn't keep good time!

    • Ultimos: I am the most powerful hero of this planet. I'll perish before I let it fall into your hands.
      Vilgax: Yes, you will.

  • NOTES (12)

    • As he did in the original series, Kevin undergoes an uncontrolled transformation as a result of feedback from the Omnitrix. However, unlike his previous transformation which was a mixture of elements from the Omnitrix aliens, his new transformation stems from his current absorbing powers, mixing the numerous elements surrounding him at the time of the explosion, most notably steel and stone.

    • Ben says that he can probably turn into the Dracosian species.

    • Gwen and Kevin both have new outfits: Gwen now wears a red top, black vest, gray trousers, and has her hair in a ponytail. Kevin now wears the outfit of a garage mechanic, with a "Kev" patch on the left side of his jacket.

    • Ben now acts more like his 10-year-old self from the original series.

    • Since Ben saved the universe from the Highbreed invasion, he has been receiving numerous trophies and medals from various planets.

    • Vilgax is no longer wearing his mask that covers his mouth.

    • Vilgax's new form is more like an alien warrior form than an alien with a cyborg form.

    • Alien Form(s) Used:

      1) Jetray.
      2) Cannonbolt.

    • Despite the Omnitrix seemingly resetting and Ben not being able to recognize any of the alien forms on the dial, the Omnitrix is shown to still have the same set of alien forms as was seen in the last episode, which include his 10 Alien Force forms, as well as Upchuck, Waybig and Cannonbolt.

    • As a result of Ben's tampering, the Omnitrix once again tends to change into an alien form other than the one Ben chooses, much like it did in the original series.

    • Steven Blum does not reprise his role of Vilgax. Instead, James Remar voices him here. Jeff Bennett voices Ultimos who was previously voiced in Ben 10 by Tom Kane.

    • This is Vilgax's first appearance in Ben 10: Alien Force.


    • Gwen's new outfit is loosely based on the one Elliot wore in the Scrubs episode "My Fifteen Seconds".

    • The ability of Vilgax's eye beams to change direction and follow their target is reminiscent of the "Omega Beams" utilized by the DC Comics villain, Darkseid.

    • When Kevin says that Spidermonkey will lay eggs in Gwen's brain and eat it, it is a reference to the urban legend of earwigs, who are reputed to do the same thing. Also an urban legend, alligators in the sewer that started out as babies flushed down the toilet.

    • Serpent: I swallow my prey whole.
      Snakes do not have teeth for grinding food, so they have developed the ability to swallow prey, even animals bigger than they are, whole.