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.
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.
(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!
Ben seems to be aliens for longer than Azmuth's set time for the Omnitrix to time out, but Azmuth put that there so aliens would not override the wearer like Ghostfreak did or Eon did, yet this entire episode no alien overrides Ben and breaks free.
The winged squid aliens Vilgax and Kevin use are called Nullvoiders, and are the only known creatures that come from the Null Void.
This is the first and only season finale when Vilgax's robots don't appear.
This is Kevin's third appearance in Season 2, the most of any character other than Ben, Gwen, Max, or Vilgax in a single season. Dr. Animo would later appear in five Season 4 episodes, although as the main villain in only one.
We learn that Four Arms can pick up and throw things as heavy as Vilgax.
This marks the first time Ben turns into Heat Blast since "The Big Tick."
This is the last time we see Ripjaws, until the 4th season episode "Divided We Stand" (being absent for the entire 3rd season).
In the Mega-Cruiser at the beginning, an alien can be seen that looks like a shell-less Arburian Pelarota (Cannon Bolt). There is also a four-legged one that looks similar to Vilgax.
Apparently, the Omnitrix "knows" the names Ben gave his aliens, as it was seen transforming him into the right alien on verbal command when Ben said their names.
In this episode, Ben loses the master control code. But in the next episode, in season 3, his future self has figured it out again.
This marks the second time that Ben has used all the current forms on the Omnitrix during a season finale. The first was in the first season finale "Secrets."
Stinkfly has made profit by giving rides to the tourists at Niagara Falls.
In "Secrets," one of Vilgax's soldiers goes from Four Arms to Heat Blast without reverting to normal. This episode has Ben doing the same thing.
Vilgax uses the same thing that Grey Matter used to control the flying squid aliens in "Truth."
It is revealed that there are several flying aliens like the one Phil let loose in "Truth" in the Null Void Projector.
This episode marks the fourth time Vilgax has deactivated the Omnitrix by touching it.
We learn that Heat Blast can hock the best loogie.
Phil did not appear in this episode, even though he was trapped in the Null Void. He may have been killed or devoured by the aliens that reside in it.
Vilgax is legendary, compared to the other aliens encountered in the past.
Kevin uses Wildmutt's sense of smell for the first time in this episode.
Vilgax seems to have some knowledge of the Null Void, as well as recognize its proper location.
Vilgax addresses Ben by his proper name for the first time ever in this episode.
Ben transforms a total of 43 times in this episode.
On the boat: Upgrade, Grey Matter, Diamond Head, XLR8, Heat Blast, Wildvine, Wildmutt, Ripjaws, Stinkfly
At mealtime: XLR8 (2)
In photographs: Wildvine (2), Four Arms, Stinkfly (2), Wildmutt (2), Grey Matter (2), Heat Blast (2)
On the cable car: Diamond Head (2), Heat Blast (3)
During the initial fight: Grey Matter (3), Diamond Head (3), Stinkfly (3), Four Arms (2), XLR8 (3), Stinkfly (4), XLR8 (4), Cannon Bolt, Diamond Head (4)
In the null void: XLR8 (5), Heat Blast (4), Grey Matter (4), Cannon Bolt (2), XLR8 (6), Stinkfly (5), Four Arms (3), Grey Matter (5), Wildmutt (3), Wildvine (3), Heat Blast (5), Grey Matter (6), Wildmutt (4), Grey Matter (7), Stinkfly (6)
At the end: Grey Matter (8)
This episode took place at Niagara Falls.
Alien Form(s) Used:
2) Grey Matter.
3) Diamond Head.
5) Heat Blast.
10) Four Arms.
11) Cannon Bolt.
The silhouettes of the aliens were shown three times in this episode. The following order is presumed to the correct / official order in which the aliens are displayed on the Omnitrix, since it was the only one that featured all 11 aliens.
1) Four Arms.
2) Grey Matter.
5) Heat Blast.
7) Diamond Head.
10) Cannon Bolt.
The three aliens Ben uses the most in this episode are Grey Matter (eight transformations), XLR8 and Stinkfly (six each).
All of the aliens on the Omnitrix at the time appear at least once in this episode. Appearance counts vary from as few as one (Upgrade) to as many as eight times (Grey Matter).
Gwen wears the official Plumber suit for the first time.
The Null Void Projector from the episode, "Truth," re-appears in this episode.
Look Hard: For the first time ever, Wildvine's and Cannon Bolt's silhouettes appear on the Omnitrix.
The Omnitrix master code enables Ben to transform between aliens by thought or by verbal command. It also prolongs his time as an alien.
Vilgax was mysteriously trapped in solid ice floating in space after his defeat with Ben. It is explained in the Ben 10 marathon promoting the sequel series Ben 10: Alien Force that Vilgax used a teleporter to escape into space and froze in ice.
This episode premiered on a special day and time: Monday, October 9th, 2006, Columbus Day, at 7:00 PM EST/PST as part of Cartoon Network's Ben 10 Columbus Day Marathon.
Apparently, Kevin took control of the mega-cruiser from "Grudge Match" and traveled the galaxy searching for ways to destroy Ben.
Main Villain(s): Kevin 11 & Vilgax.
Cartoon Network (UK) airdate: Saturday, August 26th, 2006.
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.
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