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Brainstorm / Jetray / Spidermonkey
Energy Verdona, Natalie Tennyson
This is the first appearance of Gwen in a bikini. The white bikini marks the third different swimsuit she has appeared in (the other two coming in the first series), and her first two piece swimsuit.
Verdona seems to find Kevin as Max's true mirror. Despite Ben being more of a mirror to Max in character in the present, it is possible that Max, in his youth, had similar traits to Kevin, perhaps sharing a rebellious nature of sorts.
First appearance of the Planet Anodyne.
When Gwen reveals her abilities to her father, Frank, she pulls open a drawer from her bed. If you look closely, you can see Gwen's old Lucky Girl mask.
Verdona tells Gwen that it will take her 60 or 70 years to become a Cosmic Mana Master.
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.
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.
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.
When Ben gets out of the hole, every decoration on his jacket is missing except one white stripe.
When Verdona vanishes after telling Gwen they'll meet again soon, the number 10 on Ben's jacket isn't there.
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.
Gwen was sitting on top of a picnic mat. She was next to a picnic basket and a plate. When the mat is shown for the second time, the plate is missing.
This is the second time we hear a song from Shag Carpeting. The first was in the Ben 10 episode, "Monster Weather."
In this episode it is revealed that there is no such thing as magic, only alien powers. If so, are Charmcaster and Hex from the original Ben 10 series too, or is this just a plot hole?
When Verdona blasted Ben and Kevin through the house, they didn't even get hurt, despite the fact that Ben wasn't in his alien form, and Kevin wasn't in his absorbing form.
When Frank calls Gwen a wizard, he's wrong. Female magicians are witches, while males are wizards. He should've called her a witch.
Verdona is the second alien to have had a relationship with Max, except this time, she is the wife. The first was Xylene, in the Ben 10 episode, "The Visitor."
Gwen: I love having powers, but I like my life better.
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."
(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.
Verdona: Energy beings talking here.
Gwen: No, you're an energy being. I'm a girl.
Verdona: I'm really enjoying this. I should get out more often.
Spidermonkey: (after covering Verdona with his web) Spidermonkey's got it covered!
Spidermonkey: (talking to Verdona) Why grandma, what big trouble you have!
Spidermonkey: Check it out, hands free!
Ben: (yelling at Verdona) She said no!
Verdona: Another dance, boys? Okay, but just this once. (blasts Ben and Kevin through the house)
Kevin: Her body?
Gwen: Destroy my body? You're not serious.
Verdona: Shag Carpeting. They were Max's favorite.
Gwen: (talking to Verdona) I do want to learn! Where do we start?
Frank: (looks at Kevin) Who's this? Your boyfriend?
Kevin: (shocked) Absolutely not!
Gwen: Magic runs in the family? I knew it!
Frank: Honey, there's really no such thing as magic. Your grandma is an alien.
Frank: (sarcastically) So you're what, some kind of wizard in training?
Gwen: Dad we need to talk.
Frank: In your room? I'm honored! When was the last time you let me in here?
Verdona: Gwendolyn, I'm Verdona. We'll meet again soon. (vanishes)
Ben: I think we just met our grandmother.
Verdona: (talking to Gwen) Did you say Max was your grandfather?
Verdona: (after Gwen used magic) Do that again.
Gwen: No problem! (shoots magic beams at her)
Verdona:(blocks Gwen's magic) Incredible!
Kevin: (talking to Verdona) Talk!
Verdona: What rotten kids. Go away.
Gwen: You guys, I need to find a bathroom.
Kevin: Lots of trees around.
Kevin: (referring to Verdona) She didn't show yesterday, and she's not going to show tonight.
Gwen: Humor me.
Ben: (referring to Verdona) That woman just disappeared.
Kevin: Teleporter maybe?
Ben: (spots Verdona) For a secret place, this gets a lot of traffic.
Gwen: Did you ever see a flower like that Ben?
Kevin: (shouts) Hey, you in the cloak!
Ben: (referring to Gwen) She misses Grandpa.
Kevin: She was fine in the car.
Ben: It's my fault. I brought her here.
Kevin: (after Brainstorm's speech) I don't know what you said, but cannonball! (jumps into water)
So far Brainstorm still has yet to say his name first.
This episode shows that Gwen and Ben are both one-quarter Anodite.
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.
This is the first appearance of Ben's and Gwen's grandmother, Verdona, who was also Grandpa Max's wife.
Ben is already in alien form in the beginning of the episode.
Brainstorm's second appearance in the series.
So far, Jetray is the most used alien in Ben 10: Alien Force.
Alien Form(s) Used:
We learn in this episode that energy that takes physical form is called mana.
This is the first time we see Gwen's father and mother in the Ben 10 saga.
Spidermonkey's first appearance in the series.
Spidermonkey - Alien Bio:
Spidermonkey has superhuman agility. He can stick onto walls and shoot powerful webs that trap enemies. Spidermonkey is a humorous character, and loves to screech like a monkey.
This episode proves Kevin's point in "Everyone Talks About the Weather," when he explains that kids whose ancestors that were aliens with gain their powers in their teens.
Jetray's fifth appearance in the series.
Jetray's ability to fly faster than sound was revealed for a few seconds.
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.
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.
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.
Allusions from the Previous Aliens:
Spidermonkey is a combination of Wildmutt's super human abilities and Grey Matter's ability to stick to walls.
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!"
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