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Thief #2/Ugly Server
Listen Carefully: When Gwen switched bodies with Charmcaster, their bodies still have their voices (meaning when Gwen was in Charmcaster's body, she had Charmcaster's voice and vice versa). But when Gwen and Ben switched bodies, Ben has his own voice in Gwen's body and vice versa.
If Charmcaster had switched bodies with Ben, there would be no possible way to switch back and thus Charmcaster would be the victim of her own plan, as Ben cannot perform magic. It was revealed in this episode the body and the soul share the magical aura and both are needed to use magic. However, it is stated in the enhanced version that Ben does have an aura to speak of, which may be due to him being part-Anodite, as revealed in the Alien Force episode "What Are Little Girls Made Of?"
Look Closely: When Gwen (in Ben's body) turns into Cannon Bolt, the Omnitrix had a yellow flash instead of green.
Look Closely: When Charmcaster's bag falls into the ocean, the strap is seen to be whole, but when it's shown sinking into the water, the strap is broken.
Pay Attention: When Gwen-as-Charmcaster sics the charm bugs on Pinky, Pinky's lackey and three other girls gang up on Gwen. When the bugs attack the other girls and they run away, Pinky's lackey is still in the group, but the other three have all morphed into different girls.
So, the police know enough about mages to gag Charmcaster, but they don't take away her little charm bombs or spellbook? It's entirely inconsistent.
Since Charmcaster retained her magical powers, it was presumed that Hex still has his powers as well. This is confirmed in "Don't Drink the Water".
Pay Attention: When Charmcaster, with Gwen in her body, gets arrested, the police officer said she's heading to a maximum security facility. When she arrives at the maximum security facility, there is almost no security, and all prisoners are allowed to keep their normal clothes on, instead of prison clothes.
Look Closely: Gwen reaches inside Charmcaster's right sleeve and holds and hides the eggs with her left arm. Later, she reaches inside the left sleeve and holds the book with the right arm.
Look Closely/Think Back: Charmcaster's doll dogs appear smaller in this episode, while in "Tough Luck" they appeared larger.
Think Back: In "Gwen 10," Gwen was able to control the Omnitrix better than Ben, but in this episode, she was worse than Ben. Ben himself managed to make something useful out of Gwen's physical fitness.
When Gwen and Charmcaster switch bodies, their voices don't switch bodies, but later when Ben and Gwen switch bodies, their voices changed bodies as well. If the voices didn't switch the first time, why did they switch with Ben and Gwen?
Pay Attention: When Charmcaster-in-Gwen gets off the truck to buy more ingredients, she leaves the rest on the truck.
Ben: (in Gwen's body; sniffed his hands) Strawberry hand lotion? (licked his lips) Peach lip gloss? Why would someone want to smell like a fruit salad?
(officer pushes Gwen into a cell)
Gwen: (in Charmcaster's body) But I'm innocent. You have the wrong person.
Gwen: (in Charmcaster's body) I can't let you do that, Ben. Once you go hero, you'll kick my butt without listening to what I need to say.
(Gwen, Pinky & Missy are cleaning the dining hall)
Ugly Server: And when you finish here, someone gets to buff my bunions. (goes away)
Pinky: Ha! Small price to pay to see the look on crab trees' face when she fell into that trash can. You're all right, princess. Look, whenever you need anything--
Gwen: (in Charmcaster's body) Actually, what I need is to find a way outta here.
Missy: Armed guards in every exit. No way you could have...
(Gwen interrupts by seeing a drain hole)
Gwen: (in Charmcaster's body) Hey, I think I found a way out, but we'll need a distraction.
Pinky: No problem.
Grandpa Max: Ooh, Sea Urchin eggs. Those must have been expensive.
Charmcaster: (In Gwen's body) Not really. I sweet talked them into giving me a deal.
Pinky: So, what are you in for, princess? Wearing your Halloween costume in the summer?
Missy: Ha ha! Good one, Pinky.
Pinky: Shut up! (goes to Gwen-in-Charmcaster's body)
Pinky: Only two rules here. Rule one: I'm in charge, so what I say goes.
Gwen: (in Charmcaster's body) And rule number two?
Missy: Obey rule number one... or else.
Charmcaster: (In Gwen's body) Don't worry, Gwen, I'll keep your family safe... and that watch.
Ugly Server: (to Gwen-in-Charmcaster's body) Troublemaker. Well, you'll be scrubbing pots and pans till those pretty, little hands fall off.
Gwen: (in Charmcaster's body) What an intresting color. Say, you wouldn't have anything that's organic, would you?
Ugly Server: Sure thing. (puts her finger in her ear) I grew this myself. (puts earwax on Gwen's plate, making her nearly throw up) Make sure you come back for more.
(Gwen walks away)
Ugly Server: Plenty more where that came from.
Gwen: (to Charmcaster) You want an out-of-body experience? Try this! (punches her)
Charmcaster: Ahh, I love being a witch!
Grandpa Max: I hope you two learned something about appreciating each other.
Ben & Gwen: Nah!
Cannon Bolt: (Gwen's voice) You really should respect your elders.
Charmcaster: I don't respect anybody.
Ben: How dumb do you think I am?
Gwen: (in Charmcaster's body) I don't have time for trick questions!
Gwen: (in Charmcaster's body; turns the pages) Body transference spell. So that's how she did it. But why would Charmcaster switch bodies with me?Unless she didn't want to switch with me... Ben! She wanted to switch with Ben, that way she could get the Omnitrix.
Missy: Yo, Princess, what you got there? You've been holding back on us.
Pinky: (stops Gwen) What do you have to say for yourself, Princess?
Gwen: (in Charmcaster's body) Ah, just this. FOOD FIGHT! (throws her lunch to them)
Pinky: If I ever see you again, Princess, I'm gonna introduce you to all 10 of my friends here!
Charmcaster: Transfera identica. Transfera identica. (traps Stinkfly; pulling him, Gwen got in the way and pushed Stinkfly out of the ball; the ball came closer to Charmcaster) No! Not you.
(the robbers jump in the truck and drive away)
Charmcaster: (in Gwen's body) My ingredients!
Ben: This looks like a job for XLR8. (transforms into Diamond Head)
Diamond Head: Diamond Head? Ah, man, I have a need for speed.
Ben: (in Gwen's body) Hurry up and go Four Arms!
(Gwen (in Ben's body) transforms into Cannon Bolt)
Cannon Bolt: (Gwen's voice) Whoa, this is kind of cool!
Ben: (in Gwen's body) I said Four Arms, not Cannon Bolt!
Cannon Bolt: (Gwen's voice) Give it a rest, doofus. It's not like you're much better at working this thing than I am.
Ben: (in Gwen's body) All right, all right!
Grandpa Max: (to Gwen) Oh, well, judging from this list of ingredients, whatever you're cooking up is going to be very exotic.
Ben: Translation: it'll taste like barf.
Female Cannon Bolt: Whoa, gotta give Ben credit, This alien hero stuff is a lot tougher than it looks.
(Cannon Bolt destroys the last of Charmcaster's minions)
Grandpa Max: All right. Nice job, Gwen!
(the Omnitrix beeps and Cannon Bolt reverts to Ben)
Ben: Grandpa, it's me, Ben!
Grandpa Max: Okay, that's it. I give up.
Charmcaster: I think I'll turn into that fire alien first. With my spells funneled through that alien body, Salem Mass is gonna get burned.
(Gwen (in Ben's body) kicks Ben (in Gwen's body) in the butt)
Ben: Ow! Hey, that hurt!
Gwen: Quit complaining. You should be happy. You're kicking my butt.
Ben: Since you put it that way...
Grandpa Max: You won't get away with this!
Charmcaster: Said the old man hanging from the yardarm. Oh, and your cooking stinks.
Grandpa Max: It does?
Grandpa Max: Wait a minute. If you're Ben and you're Gwen, then I'm... uh... really confused.
Charmcaster: (in Gwen's body) What's she doing here?
Ben: She says you're not you and she's not herself, but that you're each other. At least, that's what I think she's saying.
Grandpa Max: Gwen, is this true?
Gwen: (in Charmcaster's body) She's not Gwen!
Charmcaster: Who are you guys going to believe, this liar or your own eyes?
Gwen: All right. If you're Gwen, then you should know the name of the teddy bear Ben sleeps with?
Ben: Hey, Furry Freddy has his own bed! It just happens to be next to mine!
Gwen: You just gave her the answer, you dweeb! Did you parents send you to doofus school or were you born like this?
Ben: Gwen? It really is you!
Gwen: Duh, that's what I've been saying.
Grandpa Max: Now, just because she wants to follow in her grandfather's culinary footsteps doesn't mean she's weird, Ben.
Ben: (sarcastic) Oh, no. Of course not.
Charmcaster: "Come into my parlor," said the spider to the Stinkfly.
Ben: Grandpa, can I please change now?
(a nearby building explodes)
Grandpa Max: Ben, you can go ahead and change now.
Ben: Goodbye, zero. Hello, hero. (activates Omnitrix; transforms into Stinkfly)
Ben: I feel like a dweeb.
Gwen: That's because you are a dweeb. Now you're just a pilgrim dweeb.
Stinkfly: (looks at himself) Oh, great. Now I look like an alien dweeb!
Ben: (sighs) It feels good to be back in my own socks.
Gwen: (in Ben's body) When was the last time you changed your socks?
Gwen started to learn magic, but in Charmcaster's way.
Omnitix Malfunctions: XLR8-Diamond Head
Four Arms-Cannon Bolt
Stinkfly becomes the ninth alien to wear clothes other than Ben's usual shirt. (Upgrade, Grey Matter, Diamond Head, XLR8, Heat Blast, Wildvine, Wildmutt, Ripjaws all in "Back with a Vengeance").
This is the second time someone wants to take over Ben's body and use the Omnitrix, the first time was in "Ghostfreaked Out."
This is the second episode where Gwen becomes an alien. The first was in "Gwen 10."
Cartoon Network (UK) airdate: February 14, 2007.
Charmcaster said that Gwen had a magical aura. This would explain why (at the end of the episode "Tough Luck") Gwen could use Hex's magic staff without her luck medallion, and also Gwendolyn's (Older Gwen's) magic.
Running Gag: Grandpa Max trying to find out who's who.
This is the first episode to have anime-based emotions, like Teen Titans.
Ben knew Gwen and Charmcaster had switched bodies when Gwen (in Charmcaster's body) called Ben a dweeb. This is similar to what happened to Heat Blast in "And Then There Were 10."
We learn that Ben thinks Gwen smells like a fruit salad. She uses lip balm and lotion on a regular basis.
Alien Form(s) Used:
2) Diamond Head.
3) Cannon Bolt (used by Gwen in Ben's body).
This episode takes place in Salem, Massachusetts.
We learn that Ben doesn't see the point of changing his socks if they are just going to get dirty again.
We learn that Gwen wears peach lip balm and strawberry hand lotion.
Gwen kept Charmcaster's spell book.
We learn that Gwen has a magical aura.
Ben sleeps with a teddy bear named Furry Freddy.
Charmcaster's purpose was to switch souls with Ben so that she could have control of the Omnitrix.
Main Villain(s): Charmcaster.
This marks the second appearance of Charmcaster, the first being in "Tough Luck."
Characters Switching Bodies
Every great cartoon has an episode where a hero and a villain switch bodies. Most recent as of this episode's first airing is Justice League Unlimited's "The Great Brain Robbery," where Flash and Lex Luthor switch bodies.
Diamond Head: Iceman's Traveling Style
While Diamond Head is chasing the truck using crystal projectiles as a slide, it is quite similar to Iceman from Marvel, who uses his powers to travel on his slide.
Charmcaster: Edward Taylor
The line "come into my parlor, said the spider to the stinkfly" comes from a poem by Puritan poet Edward Taylor. The only difference is that it uses "fly" instead of "stinkfly."
Switching Places: Face-Off
This episode is reminiscent of the movie Face-Off. At least, the part where Ben and Gwen switch bodies.
Episode Title: A Change of Face
This title is like the saying, "a change of pace."
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