Ben 10

Season 1 Episode 11

A Small Problem

Aired Saturday 10:00 AM Mar 11, 2006 on Cartoon Network
out of 10
User Rating
62 votes

By Users

Episode Summary

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

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  • Decent.

    Not your typical Ben 10 episode, but that's not the reason why for the lower score. In fact I liked this approach; it was rather unorthodox and it allowed grandpa to be the main "enforcer" of the show, which was pretty cool to see seeing an old man kick ass. Seeing Ben run around as Grey Matter all over the house and the mansion was fairly entertaining, but that was basically what the entire episode was comprised of. Just pointless running around with little to no story. There was a story, but it was far from interesting you barely kept your attention to it.moreless
  • A Small Problem With A Small Problem

    The only Small problem was he went one alien form and it made it boring because there was not a lot of action and the form he was in was tiny, And it wasn't a very good episode, And it was boring because I wasn't looking forward to it. Bad.
  • good episode.

    it's In a fit of stubbornness, the Omnitrix transforms Ben into Grey Matter and leaves him stuck in that form for far longer than normal. During this time, Grey Matter is captured by an alien-obsessed nerd named Howell Wayneright. Grey Matter successfully contacts Gwen and Max for a short period before a secret society of modern knights, known as The Organization, retrieves both Grey Matter and Howell. The two work together to escape and quickly discover a room filled with extraterrestrial technology, with which The Organization could take over the world. Grey Matter sabotages one of the objects to trigger an explosion and take down The Organization's base. Enoch, The Organization's leader, orders his men to find information on Ben and his family.moreless
  • Ben (stuck as Grey Matter) must find a way to get out of the clutches of the The Organization.

    I loved this episode! When I saw this episode, Grey Matter became my favorite alien (he's soo cute!). My favorite scenes include: Ben being called short and then turning into Grey Matter where he is now shorter, Grey Matter trying to describe the place where he is being held at to Gwen, Grey Matter running away from Howell Wayneright, and the ending scene where Grey Matter is giving instructions to Gwen and Grandpa Max about what materials they need to bring him. The only part about this episode that I didn't like was when The Organization came into Howell's house to get Grey Matter. I don't like them very much.moreless
  • Ah,who can forget Bens first big "boo-boo"

    This is my personal faveorite episode.It is the episode that got me hooked on the Ben 10 series.This is also the episode that made Gray Matter my all time favorite alien.Gray Matter is revieled to be a frog type.From him sticking and climbing up the walls and how far and high he can jump.He can also hold his breath for a long time.This made me laugh to my self.For some reason it brought back alot of memories of K-5 when I used to go frog bogging with my freinds.*being from Florida and all*Some good jokes in this one.

    Gray Matter:What's you malfunction?!Probly something stupid like the DNA splicing replicator coping a fragment in the imino acid sequence...*Gasp*So this is what it's like being smart!


    Gray Matter:I've never been very good at test!Or quizes for that matter!

    In all,a very good episode.moreless
Larry Cedar

Larry Cedar

Howell/Head Scientist

Guest Star

Nolan North

Nolan North

Teen Attendant/Henchman

Guest Star

Tara Strong

Tara Strong

Old Lady

Recurring Role

Richard Doyle

Richard Doyle


Recurring Role

Featured Episode Clip

Trivia, Notes, Quotes and Allusions


  • TRIVIA (7)

    • 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.

    • 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."

    • 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.

    • Show Tidbit: This episode (#11) ironically refers to its original airdate (March 11) and production number (111).

    • 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.

    • 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.

  • QUOTES (27)

    • Grey Matter: Take a picture, it'll last longer!

    • Gwen: We gotta towel off, or, in your case, napkin off.

    • (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!

    • Grey Matter: (just turned into Grey Matter instead of Ripjaws) Oh, no, no, no, no! Anything but being a micro-munchkin.

    • 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.

    • 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.

    • Grandpa Max: (lands on floor; to henchman) Hi there. (kicks henchman)

    • 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.

    • 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.

    • 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.

    • 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!

  • NOTES (14)

    • 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.

    • Cartoon Network (UK) airdate: Saturday, May 13th, 2006.

    • Grey Matter has a stripe down his forehead, similar to Four Arms' stripe on his head.

    • Main Villain(s): Enoch & The Forever Knights.

    • 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.

    • Though his name goes unmentioned, the leader of The Organization is credited as Enoch.

    • 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.

    • 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.

    • 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.

    • 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.

    • 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.

    • Main Transformation(s): Grey Matter.

    • Alien Form(s) Used:
      1) Grey Matter.


    • 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.