When Ben isn't tall enough for a ride at a water park, he decides to change into one of his alien forms to get even with the ride attendant. Unfortunately for him, the Omnitrix malfunctions and he ends up as Grey Matter. To make the situation worse, he is captured by an alien fanatic name, who decides to trade him in for fame and glory. Now Ben, as Grey Matter, must find a way out of this predicament, after being given to a secret organization for testing.moreless
 Paul Eiding |
Grandpa Max |
 Tara Strong |
Ben Tennyson |
Meagan Smith |
Gwen Tennyson |
Richard Horvitz |
Grey Matter |
 Larry Cedar |
Howell/Head Scientist |
Guest Star |
 Nolan North |
Teen Attendant/Henchman |
Guest Star |
Tara Strong |
Old Lady |
Recurring Role |
Richard Doyle |
Enoch |
Recurring Role |
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Trivia, Notes, Quotes and Allusions
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TRIVIA (7)
ADD TRIVIA-
Look Closely: Despite his name never being mentioned in the episode, the teen attendant's name at the Riptide Rapid Zone is Brad, according to his name tag.
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Look Hard: The lightning-type special effects used towards the end of the episode when The Organization's fortress was being destroyed are the same lightning effects used for the Megawhatts in "Tourist Trap."
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Look Hard: The three visible phone numbers on Howell's cell phone are:
1) (555) 555-1034
2) (555) 555-8762
3) (555) 555-2549 -
Look Closely: When Grey Matter focuses on something of interest, his slit pupils enlarge to squares.
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Show Tidbit: This episode (#11) ironically refers to its original airdate (March 11) and production number (111).
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Look Closely: At the beginning of the episode, before Ben changes into Grey Matter, he is shirtless and wearing swim trunks. When he reverts later in the episode, he is in his normal shirt, pants, and shoes.
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Look Closely/Listen Carefully: At the beginning of the episode, when Grey Matter was almost run over by a group of kids, he said, "Watch those flip-flops!" However, all the kids were barefoot.
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QUOTES (27)
ADD QUOTES-
Grey Matter: Take a picture, it'll last longer!
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Gwen: We gotta towel off, or, in your case, napkin off.
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(after Grey Mater sets off a self-destruct button)
Enoch: Everyone out of the mansion, except you, Howell. You and your alien have been nothing but trouble. -
Grey Matter: I'm free! Uh-oh!
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Grey Matter: (just turned into Grey Matter instead of Ripjaws) Oh, no, no, no, no! Anything but being a micro-munchkin.
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Ben: Ah, feels good to be big again.
Gwen: Big? Get real, shorty.
Ben: Don't make me go Four Arms on you!
(Omnitrix releases electrical feedback)
Ben: I didn't do anything!
Gwen: We so have to get that fixed. -
Grey Matter: Gwen, grab that pulse hyper-core. Grandpa, the gillenium capacitor.
(Grandpa Max & Gwen stare at him)
Grey Matter: It's not Ben talking, it's Grey Matter. Do it! -
(Grey Matter crashes into Gwen's ankle)
Gwen: Ow! (gasps) Ben!
Grey Matter: Gwen!
Grandpa Max: Let's save the family reunion for the road. -
Howell: Back off! Aliens are people, too! (pauses) Well, sort of.
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Grey Matter: (about to be dissected) Uh, don't bother with the slice and dice. Trust me, I'm just as grey on the inside as I am on the out.
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Grandpa Max: (lands on floor; to henchman) Hi there. (kicks henchman)
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Gwen: This isn't a house, it's a fortress. Are they having a masquerade party here or something?
Grandpa Max: They call themselves The Organization, a well-financed secret society dedicated to collecting alien technology.
(Gwen stares)
Grandpa Max: Hey, when... when you've been around as long as I have, you pick up a few things. -
Howell: (about Grey Matter) Where are you taking him?
Enoch: Our scientists have a few tests to run.
Grey Matter: Ahh! Honestly, I've never been very good at tests, or quizzes for that matter.
Howell: I found him, he belongs to me!
Enoch: He's ours now, and you just became disposable. -
Gwen: (looking at Grey Matter's picture on Howell's cell phone) He looks so sad. They can't torment Ben like that, only I can torment Ben like that!
Grandpa Max: (takes cell phone; looks at call history) If we can get a reverse trace on that number, we should be able to get an address.
Gwen: Grandpa, there's a sneaky side to you I'm totally starting to appreciate. -
Grey Matter: I have a bad feeling about these guys.
Howell: That's because you're the one in the cage, and I'm not. -
(at Howell's house)
Gwen: Wanna ring the doorbell?
Grandpa Max: I'll knock... hard. (kicks door down) -
Grey Matter: (coughs; sarcastically) Something tells me you're the type of guy who has a lot of friends.
Howell: Who needs friends when you'll have the fame I'm about to have? -
Grey Matter: Ah, fresh air. This is so nice! (realizes he's in a toilet) Fresh is so gross.
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Grey Matter: (to himself; about the Omnitrix) What's your malfunction? Probably something stupid like the DNA splicing replicator copping a fragment of amino acid sequence. (gasps) So this is what it feels like to be smart.
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Gwen: (answering her cell phone) Hello?
Grey Matter: (over the phone) Gwen, it's me.
Gwen: Ben, you're still Grey Matter?
Grey Matter: Yeah, the watch still won't work.
Gwen: Where are you?
(Grey Matter looks out the window)
Grey Matter: Uh, there appears to be a mountain peak 13.2 miles due West, with a vertical angle at 45 degrees.
Gwen: Brainiac, how about a street?
Grey Matter: Oh, yeah, it's Ripley. -
Grey Matter: Great, a thousand people at the water park, and the UFO freak spots me. (hears cat) Wait, this could work. Here, kitty, kitty. I taste just like chicken.
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Howell: Incredible. Truly incredible. A perfect, miniature alien being.
Grey Matter: Who are you calling miniature?
Howell: So... which galaxy are you from?
Grey Matter: Actually, I don't know myself. And if I did, I wouldn't tell you! -
Gwen: Grandpa's not going to like you going alien just to sneak on a ride.
Grey Matter: That's why I'm not going to tell him. In a few minutes I'll be back to normal, and he'll never know. (glares at Gwen) Will he? -
Howell: (sees Grey Matter run off) Did you see that?! An alien! Maybe a remnant of that fateful crash.
Teen Attendant: Dude, you've been in the sun way too long. -
Howell: So, if you could get someone from upper-management down here so I could start checking soil samples.
Teen Attendant: (sighs) Okay, hold on while I get someone who cares. (pretends to call on phone) Ring, ring, ring. Guess what, dude? No answer. Next in line! -
Teen Attendant: You're too short.
Ben: What are you talking about?
(Teen Attendant points to minimum height limit sign)
Ben: But I'm almost...
Teen Attendant: Next!
Gwen: (to Ben) Sorry. I heard the baby banana boats are fun for the smaller set. (laughs) -
Ben: Six stories of twists and turns.
Gwen: Hurdling down a 200-foot plunge.
Ben: At speeds of over 25 mph.
Gwen: Then splash down in a turning 3,000-gallon wave pool!
Ben & Gwen: (looking up at sign; at the same time) You've entered the Riptide Rapid Zone!
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NOTES (14)
ADD NOTES-
Omnitrix malfunction(s):
Ripjaws - Grey Matter -
Ben spends an unbelievably long time as Grey Matter in this episode. While the actual transformation time is never disclosed, this is the first time he has spent over half of the episode in one form continuously.
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Cartoon Network (UK) airdate: Saturday, May 13th, 2006.
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Grey Matter has a stripe down his forehead, similar to Four Arms' stripe on his head.
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Main Villain(s): Enoch & The Forever Knights.
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Even though Grey Matter was the main alien form, not to mention the only alien form used in the episode, his transformation sequence has yet to be shown.
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Though his name goes unmentioned, the leader of The Organization is credited as Enoch.
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Main Villain Bios:
1) Howell Wayneright - Howell is a man obsessed with proving that alien life exists, so when he finds Grey Matter, he sees his ticket to fame. He loses that ticket when he turns Grey Matter over to The Organization. After Grey Matter turns back into Ben, Howell gives up his search for alien life.2) The Organization - The Organization (called the Forever Knights in later episodes) is a well-funded society dedicated to collecting alien technology for their own benefit. Any aliens they capture are dissected and studied, which Grey Matter almost learned first hand. Their leader is (or was until the fourth season) the mysterious Enoch, who, like everyone else in his organization, wears a mask to cover his face.
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This episode once again proves that Grandpa Max knows more about aliens than he lets on, since he seems to be quite familiar with The Organization and how it operates.
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This is the first episode to show a single alien transformation to be featured in its own episodial plot. Also, it was the longest time Ben has been in a transformation. In this case, it was Grey Matter.
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The Omnitrix malfunctions yet again in this episode, turning Ben into Grey Matter when he wanted to become Ripjaws. On top of that, it leaves him in that form for far longer than any of his normal transformations. He does, however, return to his normal human form at the end of the episode.
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Like the previous episode ("Lucky Girl"), this episode made its debut on Cartoon Network's official Ben 10 website on March 6th, 2006, a few days before its Saturday TV premiere. This was done for promotional purposes.
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Main Transformation(s): Grey Matter.
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Alien Form(s) Used:
1) Grey Matter.
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ALLUSIONS (3)
ADD ALLUSIONS-
Ripley Street: Name
The name Ripley Street, could also be a reference to the character played by Sigourney Weaver in the "Alien" movies, Ellen Ripley. -
Alien Device Containers: Sound Effects
When the alien tech cases are lit up, the sound effect used is the same as that of the Stargate opening on Stargate SG-1. -
The Organization's Symbol: Skull & Crossbones
The Organization's symbol is a coat of arms hanging above a set of crossbones. This is exactly like the skull and crossbones, which are used to identify poisons or pirates.
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Season 1 Episodes
See AllEp 13
Secrets
Ep 12
Side Effects
Ep 11
A Small Problem
Ep 10
Lucky Girl
Ep 9
Last Laugh
Ep 8
The Alliance
Ep 7
Kevin 11
Ep 6
Tourist Trap
Ep 5
Hunted
Ep 4
Permanent Retirement
Ep 3
The Krakken
Ep 2
Washington B.C.
Ep 1
And Then There Were 10
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