Ben 10

Season 2 Episode 13

Back With a Vengeance

Aired Saturday 10:00 AM Oct 09, 2006 on Cartoon Network
out of 10
User Rating
87 votes

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Episode Summary

The Megacruiser flies solo in space, and inside Kevin examines the giant ice block found in space. Inside the mass, held Vilgax, and Kevin underestimated his current situation. He was very much alive and well, and they soon create a partnership after learning that they were both after the same person. Will this partnership hold or crumble? On Earth, Ben plays around with the Omnitrix, hoping to find a better way of controlling it. Eventually, he finds the master control of the Omnitrix, giving him the ability to alternate between aliens, as well as prolong his duration with a form. Although his discovery has given him a stronger advantage, will it be enough to stop the danger that lies ahead? Can Ben prevail once more?moreless

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  • good episode

    Ben accidentally figures out the master code of the Omnitrix, allowing him to become any alien just by thinking about it, and stay an alien indefinitely. Elsewhere, Kevin had assumed control of the Megacruiser. Using it to navigate the Universe, he locates and revives Vilgax. The two battle, but Vilgax quickly realizes the nature of Kevin's mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight to a stalemate. Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm. Gwen enters the Null Void in order to retrieve Ben. Unfortunately, Kevin takes her hostage, forcing Ben to give away the Omnitrix in order to save her. But before anyone can escape, Kevin double-crosses Vilgax. Ben and Gwen procure the Omnitrix in the resulting brawl and leave the villains trapped in the Null Void dimension. Ben reattatches the Omnitrix, only to realize that he had zeroed out the master code and can no longer perform mind-accessed transformations.moreless
  • Getting more exciting.

    I'm liking that Ben is a little more of a fighter when he is not in 'alien mode'. He seems more tougher and in control of himself, I guess he is growing up. Even so, it's nice to see his true feelings for Gwen too. You know they love each other, even though they fight all the time. Kevin 11 is cool, and it goes to show, greed comes from the bad/evil side of people. I love that he is getting control of the Omnitrex, the show is getting better and better. My family enjoys watching it every weekend...keep up the good work.moreless
  • Kevin 11 teams up with Vilgax and goes after Ben to retrieve the Omnitrix (and destroy Ben.)

    Kevin and Vilgax team up (Ben's worst enemies; What a surprise), which is a perfect time for Ben to learn the real secret about the Omnitrix. Can't wait to see it. Ben is going to have his hero work cut out for him.Which will mean trouble.Its a huge hero crisis. Spider-man's Uncle Ben to Ben Tennyson: With Great Power, Comes Great Responsibility. And Ben's really going to need that as he takes on his biggest rival and his archnemesis. Ben will at least have figured out the Omnitrix, which might help him out a bit, but I'm not going to spoil it.moreless
  • Wow!!

    Back with a Vengeance is the greatest way to cap off a season. As usual, Ben is messing around with the Omnitrix (didn't he learn his lesson from the last episode) This time, he is more successful as he accidentally finds the master control for the Omnitrix. Now, he is able transform into any of his alien forms at any time for as long as he wants. And its a good thing to...

    ...Because Kevin 11 and Vilgax have officially "teamed up". They find Ben and attack him. Grandpa uses a null void projecter to send them both to the Negative Zone. Unfortunantly, Ben was caught in the crosshairs and sent to the Negative Zone too. Now Ben must fight against two of his enemies along with the many dangers in the Negative Zone.

    Eventually, Ben, with help from Gwen, escape, but not before the Omnitrix was maxed out and now Ben is back to square one.

    A great way to end the second series.moreless
  • When heard that the master control was activated, I wondered how they were going to de-activate it. Quite a plot twist. Way, Waaay better than 'Secrets'.

    I knew the master control would have to be de-activated, or that would make season 3 stink. The Null-Void universe was pretty cool. I liked how he kept freaking out the tourists with his different aliens, but none of them had canadian accents. This is Niagra Falls in Canada, isn't it? Over all, not a bad episode at all.

Trivia, Notes, Quotes and Allusions


  • TRIVIA (17)

    • In the Enhanced Edition of this episode, it mentions that Phil (from "Truth") is still alive and trapped in the Null Void, but thousands of miles away from the fight between Ben, Vilgax, and Kevin 11.

    • Look Closely: When it looks like Grey Matter is about to be eaten, his eyes are big and hexagonal-shaped.

    • If Kevin absorbed Ghostfreak's DNA, he should be able to turn intangible, invisible, use telepathy, and use telekinesis.

    • When Ben escapes the null-void, couldn't Kevin use XLR8's speed to catch up and capture Ben?

    • Think Back: In "Grudge Match," Kevin was able to shoot diamond shards, use Heat Blast's fire, Stinkfly's goo, and XLR8 speed, so how come he never used any of those powers to try to kill Ben easier?

    • Pay Attention: When Ben uses the dial on the Omnitrix at the end of the episode, he didn't push the button to pop the dial up.

    • During the scene where Kevin removes the Omnitrix, at one point the watch turns completely black.

    • At the end, the Omnitrix symbol on Grey Matter's back is smaller than usual.

    • If Ben knew that Vilgax was a master of the Omnitrix, Ben wouldn't zero out the master control (knowing if he even did do it, Vilgax would figure it out again).

    • We were never told what happened to Technorg.

    • Pay Attention: Ben discovered the master command code entirely by accident, but later on, without even looking at the Omnitrix, he manages to figure out the code to zero it out.

    • Pay Attention: When Vilgax is found in the ice, Kevin melts the ice covering his face, but later the ice plate is back.

    • Look Closely: Just before Vilgax scans Kevin, the Upgrade markings on his left shoulder are gone, but they show up on the scanner.

    • Why did Ben's coat stay on him when he transformed? Shouldn't it have disappeared along with his other clothes?

    • Think Back: Vilgax's arms are about as long as he is in this episode, however, in "Secrets" his arms were about a foot shorter.

    • Look Closely: At one point late in the episode, Gwen appears to throw away the ball containing the Omnitrix. It is later revealed that she threw an explosive device and kept the Omnitrix. However, we see that she is empty-handed after the throw and a shot of her from behind doesn't show the ball, so where did she put it?

    • Pay Attention: At the end of the episode, Ben, forgetting that the Omnitrix's master code has been zeroed out, starts twisting the dial to activate it, despite the fact that he'd been activating it mentally all episode, and thus wouldn't have bothered with the dial.

  • QUOTES (57)

    • Kevin: (to Vilgax) Nice job, squidhead! You ruined it for both of us!

    • (Grandpa Max hugs Ben & Gwen as the portal closes)
      Grandpa Max: Ben! Gwen! You're all right.
      Ben: (sighs and looks at his wrist) Well, mostly all right.

    • Ben: (to Kevin) You want me? (jumps onto a nearby rock) Come and get me!
      Gwen: Ben, no!
      Ben: I know what I'm doing! Just go!
      (Gwen flies through the portal reluctantly, leaving Ben alone with Kevin)

    • Gwen: (retrieves the Omnitrix) Got it! Let's go!
      Vilgax: (blocking the portal) Go where? Back to your miserable dimension? But first, the Omnitrix.
      Ben: (to Gwen) Psst! Get rid of it!
      Gwen: But your powers-
      Ben: Are nowhere near as important as getting us home. Toss it, now!
      Gwen: (to Vilgax & Kevin) You want it, go get it! (tosses the fake Omnitrix behind them)

    • (Vilgax attacks Kevin and knocks him off the flying alien)
      Kevin: I told you! Kevin 11 don't take orders from nobody!

    • (the Null Void Projector starts sending out sparks and exploding)
      Grandpa Max: Gwen, get out before it's too late!

    • Kevin: (to Vilgax) Who says you'll ever get the Omnitrix?

    • (after Vilgax & Kevin have the Omnitrix)
      Ben: Face! I zeroed it out! Good luck trying to figure out the master code now!
      Vilgax: Cracking the control combination is child's play for a master of the Omnitrix.
      Ben: Oh.

    • (Stinkfly reverts back to Ben)
      Ben: (to Vilgax & Kevin) Let her go and you can have the stupid Omnitrix!
      Gwen: Ben, no!
      Ben: (ignoring her) We have a deal or don't we, Vilgax? My cousin for this stupid watch!

    • Stinkfly: (to Kevin) Let her go or I'll-
      Vilgax: (interrupting Stinkfly) Or you'll what?

    • Kevin: (snatching Gwen out of Stinkfly's arms) Going somewhere without your old pal Kevin?
      (Gwen shoots Kevin, but he reflects it back at her; Gwen screams)
      Grandpa Max: Gwen! What's going on? (runs toward portal) Gwen!

    • (Stinkfly runs into Gwen and hugs her)
      Stinkfly: Gwen?! Am I glad to see you!
      Gwen: The portal is closing! We have to get out of here! NOW!

    • (the Null Void Projector starts acting up)
      Grandpa Max: Gwen, something has gone screwy with the projector! I don't know how much longer I can keep the portal open! You have to head back now!
      Gwen: Not without Ben! (smells Stinkfly) Wait! What's that stink?

    • (several aliens start attacking Gwen; Gwen screams)
      Grandpa Max: Gwen! What is it?
      Gwen: I don't know, but they're small, fast, and really annoying!
      Grandpa Max: Hyvex Beasts! Keep them away from your rocket pack, they'll chew it to bits!
      Gwen: Too late!

    • Gwen: This place looks like it goes on forever.
      Grandpa Max: It does, so keep your eyes open. I'm not even sure what's inside there.

    • Grandpa Max: (to Gwen) Your watch is a homing beacon. As soon as you find Ben, you can use it to lead you back to the portal.
      Gwen: How long do I have?
      Grandpa Max: I can only keep the portal open for 10 minutes or so. Once this gauge hits the red zone, you need to get out, no matter what.

    • Grey Matter: (as the flying aliens come closer) Aaaaaaaaaah!

    • Grandpa Max: (to Gwen) I'm going in after Ben (activates the Null Void Projector)
      Gwen: You can't!
      Grandpa Max: I have to!
      Gwen: No, I mean you're the only one who really knows how to work that thing. I'll go.
      Grandpa Max: No! It's too dangerous.
      Gwen: It's our best chance of getting Ben out of there, Grandpa, and you know it.
      (Grandpa Max nods)

    • Kevin: (to Vilgax; referring to how he managed to control the flying aliens) What was that all about?
      Vilgax: Respect. I command it even here.
      Kevin: Well goody-goody for you. What about Ben?
      Vilgax: His grandfather will attempt to rescue him. We must find him and extract the Omnitrix before that or we'll be trapped in here forever!

    • Vilgax: (after XLR8 runs away from him) No!

    • Diamond Head: (after getting sucked into the Null Void with Vilgax & Kevin) Okay, maybe that wasn't such a good idea.

    • (Grandpa Max activates the Null Void Projector and tries to capture Kevin & Vilgax)
      Diamond Head: (appearing on the scene) I've got it, Grandpa!
      Grandpa Max: Ben! Stay back!
      Kevin: (getting sucked into the Null Void) What's happening!?
      Vilgax: The Null Void!
      (Kevin & Vilgax get sucked into the Null Void, pulling Diamond Head in with them)
      Grandpa Max & Gwen: Ben!

    • (Vilgax & Kevin appear on the bridge next to the RV)
      Gwen: Grandpa, company!

    • Kevin: Come on out, Tennyson, you chicken!
      Vilgax: Enough with your foolishness! The old man and the girl are the key. Once we have them, the boy will come to us!

    • Grandpa Max: (to Gwen) I stashed something away in here that should take care of both Vilgax and Kevin.
      (containment opens up to reveal the Null Void Projector)
      Gwen: The Null Void Projector?! I thought we left that back in the Plumbers bunker at Mt. Rushmore?
      Grandpa Max: I decided it might come in handy again someday. Unfortunately, I was right.

    • Kevin: (referring to Ben) We should be right on top of him!
      Vilgax: (looking up) Or, he's upon us!
      (Cannon Bolt crashes into the rock near Kevin & Vilgax)

    • Gwen: (referring to Ben) He sounds pretty confident.
      Grandpa Max: Yeah, too confident. That's what worries me.

    • Ben: I'm going after Vilgax and Kevin!
      Grandpa Max: Ben, you can't beat them both. Together they're too powerful.
      (Ben transforms into XLR8)
      XLR8: Oh, yeah? Just watch me! (runs off)

    • Stinkfly: (grabbing Grandpa Max & Gwen before they fall into the water) Gotcha!

    • Vilgax: (watching Diamond Head fight Kevin) What's this? The child's gained new control over the Omnitrix.

    • Vilgax: (to Grey Matter) You can't escape me that easily!
      (Grey Matter transforms into Diamond Head and knocks Vilgax down)
      Diamond Head: Guess again!

    • Grandpa Max: I never figured you were the type to take on an apprentice, Vilgax.
      Vilgax: Silence! (to Kevin) Once this containment field neutralizes the Omnitrix, grab it.
      Kevin: I said never tell me what to do!
      (Ben transforms into Grey Matter)
      Kevin: Hey! Where'd Tennyson go?

    • Kevin: Listen to me, Vilgeek! I don't take orders and I could care less about some stupid watch! I just want revenge on the little twerp wearing it.
      Vilgax: Which you stand a far better chance of achieving if he's not wearing the Omnitrix.
      Kevin: So what are we waiting for?
      Vilgax: Patience. We can only track him when the Omnitrix is in use.
      (machine starts beeping, showing the Omnitrix has been activated)

    • Vilgax: (examining Kevin) Interesting. Your DNA has clearly merged with the Omnitrix, like young Tennyson's.
      Kevin: (annoyed) Yeah, thanks for the lesson, professor. Now when do I merge my fist with Ben's face?
      Vilgax: After you remove the Omnitrix.
      Kevin: Fat chance! I've already tried.
      Vilgax: As have I, but with my expertise and the DNA you share with Tennyson, we can now succeed!

    • Vilgax: (to Kevin) What do you know about the Omnitrix?
      Kevin: If you mean the watch thing that turns Ben into those alien heroes, plenty. Now back off!

    • Gwen: (to Grandpa Max) Did Ben just go right from Ripjaws into Stinkfly?
      Grandpa Max: Yeah, but that's impossible. Isn't it?

    • (a tourist falls off the boat and lands in the water)
      Ripjaws: No problem. Ripjaws in the house. (dives into the water to save the tourist)

    • Tourist: (to Grandpa Max) Uh, excuse me, would you mind taking a picture of me and my wife?

    • Upgrade: Whoa! What happened? I didn't even touch it, unless maybe now I don't have to. Grey Matter! (transforms into Grey Matter)
      Grey Matter: Diamond Head! (transforms into Diamond Head)
      Diamond Head: Cool! This rocks! (transforms into XLR8)
      XLR8: I must have finally unlocked some kind of secret code or something. (transforms into Heat Blast)
      Heat Blast: Now I can go alien... (transforms into Wildvine)
      Wildvine: Just by thinking it. (transforms into Wildmutt)

    • Grandpa Max: (to Ben) Ben! Would you please pay attention to something else other than that watch?
      Ben: I'm just trying to figure out how to control it better. That's all, Grandpa.
      Gwen: Get real! There must be like a billion command combinations on that thing.
      Ben: Yeah, so?

    • Grandpa Max: (referring to Niagara Falls) How can you not admire the beauty and raw power of nature?
      Gwen: (glancing at Ben) I don't know, ask Ben.

    • Kevin: (to Vilgax) Guess we both have a lot in common. We both got a beating from the little snotrag named Ben Tennyson. And if you're as bad as they say you are, then you're just what I need to take him out for good.

    • Kevin: (walking towards Vilgax) Wherever I went in the galaxy, no matter whose butt I kicked, the one name kept coming up, over and over and over: Vilgax!

    • Ben: Kevin? Vilgax? You're...
      Kevin: Alive and about to kick your butt!

    • Vilgax: The Omnitrix is mine!

    • Ben: Hey, Kevin! What about your revenge? I'm still alive!
      Kevin: I figure leaving you stuck in here with your arch-enemy is still pretty sweet. (holds up Omnitrix) And if I can use this thing to take over the Earth, even sweeter!

    • Kevin: Where are we?
      Vilgax: The Null Void. An alternate dimension where the galaxy's worst of the worst are banished.
      Kevin: Well, I'm the baddest of the bad!
      Diamond Head: (points out flying aliens) Oh, yeah? Tell that to them!

    • Vilgax: When I have the Omnitrix, I shall enjoy tearing you apart, Tennyson!
      Grandpa Max: Why wait? Come and get me!

    • Vilgax: You may be of some use to me after all.
      Kevin: You took the words right out of my mouth, pretty boy.

    • Vilgax: Vilgax owes allegiance to no one. Especially not some misshapen chaotic amalgam of creatures... from the Omnitrix?

    • Grandpa Max: Pretty clever, Gwen. Ben, I think you owe your cousin a big-time thanks.
      Ben: And some big-time get-backs! Maybe a face full of Stinkfly goop or a tangle of Wildvine tendrils or... (transforms into Grey Matter)
      Grey Matter: Grey Matter? Oh, no! I forgot I zeroed out the master control!
      Gwen: (laughs) Don't sweat it. There are only, like, 999 million more combinations for you to try.
      Grey Matter: That's it! You are so dead! Four Arms! Diamond Head! Oh, man!
      (Grandpa Max & Gwen laugh)

    • Gwen: Listen, Ben, about the watch...
      Ben: I know. I was cocky and totally abused my powers, and I'm totally sorry. Guess that won't happen again since I'm back to being just plain, old Ben.
      Gwen: Ben, that sacrifice you made for me was pretty impressive, so here. I have a present for you.
      Ben: Ugh, if this is going to be some dopey hug or something, thanks, but I'll pass.
      Gwen: Okay, maybe I'll just keep it for myself. (holds up the Omnitrix carrier pod)
      Ben: Whoa! The Omnitrix! But I saw you throw it away.
      Gwen: Maybe you're dumb enough to throw the Omnitrix away, but I'm not.

    • Gwen: You've been Stinkbutt for hours. Give it a rest, dweeb.
      Stinkfly: No way! Now that I can stay alien for as long as I want, it's time to cash in. Check out the green I made giving rides to tourists!
      Gwen: You know, I never thought I'd say this, but I'd rather see your normal jerky face for a change.
      Grandpa Max: Gwen's right, Ben. Just because you can be an alien all the time doesn't mean you should be an alien all the time. Now we still don't know if there are any hidden consequences.
      Stinkfly: Well, okay, Grandpa. I'll take it easy... (flies away; comes back as XLR8)
      XLR8: For a millisecond. Time's up! (takes Grandpa Max's bowl of food and speeds away)
      Grandpa Max: Ah. So glad we had this chat.

    • Kevin: (looks at Vilgax, who's frozen in a block of ice) The legendary Vilgax. You don't look so tough.
      (Vilgax breaks free, punching Kevin in the process)
      Vilgax: Underestimating me is a grave mistake - the last you'll ever make!

    • (Grandpa Max hands Gwen a laser pistol)
      Gwen: What's this for?
      Grandpa Max: Anything that's not Ben.

    • (Omnitrix reacts wildly)
      Ben: Uh-oh! Please tell me I didn't bust this thing again!

    • (Diamond Head spits)
      Gwen: What are you doing?
      Diamond Head: Science experiment. I'm trying to figure out which alien can hock the best loogie. (transforms into Heat Blast)
      Heat Blast: (spits) Heh, definitely Heat Blast!
      (tourists look with amazement at Heat Blast)
      Heat Blast: (sipping back up; waves at tourists with embarrassment) Heh, heh, heh...
      Gwen: (points at Heat Blast) I don't know him!

  • NOTES (39)


    • Kevin 11 & Vilgax: Teamwork
      As usual, a hero's arch-nemesis may team up with another arch-nemisis to get rid of the hero once and for all. But so far in the comics, a villain's teamwork is never as effective as a superhero's unless they plan to be an evil organization.

    • Ben: Oh, man!
      This quote is a trademark quote of The American Dragon Jake Long, who has been known to say this when the episode ends.

    • Episode Title: Back With a Vengeance
      This episode title is a pun off the movie, Die Hard: With a Vengeance.