Ben 10

Season 2 Episode 3


Aired Saturday 10:00 AM May 31, 2006 on Cartoon Network



  • Trivia

    • Grey Matter and XLR8 are the only aliens that are not used or mentioned.

    • Look Closely: Kevin's versions of the Omnitrix's aliens do not have the Omnitrix logo on their body.

    • Look Closely: If you look closely, Kevin's version of Four Arms has slightly lighter skin. (This carries over to Kevin's amalgam form.)

    • Look Closely: When Lt. Steel picks up his two-way radio to tell them only to fire on his mark only, look at his watch. It appears to have a very similar marking to the Omnitrix.

    • Look Hard: Kevin's Heat Blast appearance in this episode is much different than in the episode "Kevin 11."

    • Look Closely: Although it's not mentioned, the trolley conductor's name is Bart.

    • Look Hard: Most of Kevin's alien forms are darker colored than Ben's.

    • The C in SACT apparently stands for both Containment and Capture, as both were mentioned in the episode.

    • Look Closely: Throughout the entire episode, Grandpa Max's undershirt changes from white to grey, and from grey back to white.

    • Think Back: When asked if Ben wanted anything from the bookstore, Ben said that it was summer and asked why he would read, but in "Secrets," Ben is seen reading a green book right before he sees Rapid City in flames.

    • When Grandpa Max and Gwen meet up with Ben after the trolley incident, the Omnitrix is shown to be out of power. It was day when Wildmutt transformed back to Ben when he saved the people from the trolley and night after he is met up with. It shouldn't have taken so long for the Omnitrix to recharge.

    • It's unlikely that Ben's reputation got around so fast. How could anyone have known who he was, what his forms were, and everything else about him so quickly?

    • Look Closely: When Kevin is in Four Arms' and Stinkfly's form, they are wearing Ben's shirt style, but when Kevin mutates into the combination of the Omnitrix's forms, he is in his own clothes.

    • If Gwen or Grandpa Max were paying attention, none of the aliens that were attacking the police had the Omnitrix symbol anywhere on their body.

    • The only difference in the new Sumo Slammer video game that Ben wants is that you can change your characters' color at any time in the fight.

    • Shouldn't Gwen and Grandpa Max be able to tell it's not Ben in those forms by the fact that Kevin's alien forms do not have the Omnitrix on them?

    • Ben buys the new Sumo Slammer video game, yet in "Kevin 11," Kevin states that it won't be out till Christmas. Either Kevin was wrong or the release got changed.

    • Just as he is about to be finished off by Kevin (in Diamond Head form), Lt. Steel is shown to have a swollen right eye. His reflection in Kevin's arm, however, shows him with a swollen left eye.

    • Pay Attention/Look Closely: As Grandpa Max and Gwen pick up Ben after the cable car rescue, Gwen compliments Ben on doing a good job, considering "no thumbs." During the actual rescue sequence, though, Wildmutt appears to have thumbs on his forepaws. This is especially apparent in the shot where he connects the tow line and in most shots where he's hanging on the side of the cable car.

  • Quotes

    • Kevin: (as Heat Blast; to Diamond Head) Why don't you cry about it? Or are you gonna run and tell on me to your Grandpa Max or that smart-mouthed cousin of yours?

    • Kevin: (to Diamond Head) It's payback time, partner. Everything 50/50. I do the crime, you do the time!

    • Diamond Head: You'll never get away with this!
      Kevin: Wrong, YOU'LL never get away with this! I'm not me; I'm you, remember?

    • Four Arms: Let him go, Kevin. This is about you and me.
      Kevin: (as Diamond Head) Sounds good to me.

    • Ben: Those guys don't stand a chance against Kevin. I have to stop him.

    • Gwen: Not bad for an alien with no thumbs.
      Lt. Steel: Freeze! One move and you're all swiss cheese!

    • Lt. Steel: (suspiciously) Hmm, nice watch. I've never seen anything like it.
      Ben: (nervously) Uh, yeah, it's from... Japan.

    • Lt. Steel: Well, what are you waiting for, a pretty please?
      (a portion of the bridge is shown)
      Lt. Steel: Get me down from this bridge!!!

    • (during the fight on the bridge)
      Four Arms: You risked all those innocent lives, just to get even with me?
      Kevin: (as Diamond Head) Nobody's innocent. They just haven't had the chance to make fun of me yet.

    • (during the fight in the mint)
      Diamond Head: I don't get it. I thought you were drained of all my powers back in the subway in New York.
      Kevin: That's what you get for thinking, Benji.

    • Kevin: (to Four Arms) You'll never beat me because you're one of the good guys, and good guys never have the guts to finish guys like me.
      Lt. Steel: But I do. (on his communicator; to his squad) Fire!

    • Kevin: Get back here and fight, Tennyson. I'm not through with you yet.
      Four Arms: But I'm through with you. You're not worth it. You never were.

    • Kevin: (as Diamond Head) Still trying to be a goody two-shoes, Ben? Let me guess. You just want to help.
      Four Arms: You had plenty of chances to get help, but you always messed it up. This time, you're getting what you deserve.
      Kevin: (as Diamond Head) Aw. Does this mean that we're not best buddies anymore? (attacks him)

    • Ben: It was Kevin at both the video game store and the mint. They were set-ups.
      Grandpa Max: That would explain a lot. Now I don't mind telling you, that kid's rowboat is missing a couple of paddles.

    • Gwen: (about Ben) Thank goodness you found him! We were so worried! He's always wandering away. We're considering getting a leash.

    • Gwen: (to Kevin, who's Heat Blast) Yo, hothead! Back off the fireworks before somebody gets really hurt! Now, if you take responsibility for all the wacko stuff you've been doing lately, I'm sure we can help you.
      Ben: Gwen!
      Gwen: Not now, dweeb! Can't you see I got to deal with... Ben? So who are you?
      Kevin: (as Heat Blast) Me? I'm a hottie. Can't you tell? (throws fireball at her)

    • Grandpa Max: (running after Ben; to himself) Who said retirement was relaxing?

    • Ben: In fact, all the alien species in the watch live out in the universe somewhere.
      Grandpa Max: That's true. Besides, Ben wouldn't be so irresponsible with his alien powers like that.
      Gwen: Grandpa, please.
      Grandpa Max: All right. Maybe you have a point.

    • Gwen: Are you demented? Going alien just to get a stupid video game?!
      Ben: What are you talking about?
      Gwen: You going Four Arm freaky in front of that store. That's what I'm talking about!
      Grandpa Max: Now I'm sure he has a good explanation. Don't you, Ben?
      Ben: Yeah. I don't know what you're talking about.
      Gwen: Oh, sure. Just like you never put an empty milk bottle back in the refrigerator or you never leave the shower all gunked up or you never, ever leave the toilet seat up in the middle of the night! You never do anything wrong, do you?!
      Ben: Sounds about right.

    • Grandpa Max: Want us to pick up anything for you at the bookstore?
      Ben: I'm on summer vacation. Why would I read anything?

    • Gwen: Ugh! We've been in this line for two hours, and it hasn't budged an inch.
      Ben: Small price to pay for Sumo Slammer 2.1. I'd do anything to get this game, even be seen in public with you.

    • (after Kevin mutates into an amalgamation of the 10 alien forms)
      Kevin: I... I can't change back. I'm stuck like this. Look at what you've done!
      Four Arms: Oh, man! Is there anything I'm not going to get blamed for today?

    • Lt. Steel: Now why is it you 3 are always around when aliens show up?
      Grandpa Max: Really? Is that a fact? Hmm. We hadn't noticed.

    • Ben: Anything he can Upgrade, I can Upgrade better!
      (turns into Wildmutt)
      Gwen: Wildmutt? Nice job, Fido.

  • Notes

    • This is the second time in the series when Ben goes alien three times, the first was in "Lucky Girl."

    • This is the first episode in which someone calls Diamond Head a walking chandelier. Steel says the line after Kevin escapes using Stinkfly.

    • The noise the button in the Rustbucket makes when Max presses it to deploy the grappling hook and line is one tone of the tone used for various controls and buttons in the original Star Trek series.

    • Main Ally Bio: Lt. Steel - Lt. Steel is the head of SACT, which stands for Special Alien Capture Team. He has had many encounters with Kevin, who was posing as the Omnitrix aliens at the time. At first he is very suspicious of Ben and his family, but later allows them to come and go as they please. Ben ends up saving him from Kevin while in alien form. Steel returns the favor by having his troops fire on Kevin, realizing that Ben is not a bad guy. His appearance is very similar to Duke from G.I. Joe.

    • Main Allies: Lt. Steel.

    • Grandpa Max mentions that he used to drive stock cars.

    • Gwen mentions that all criminals return to the scene of a crime.

    • A team of government agents similar to the Plumbers, known as SACT (Special Alien Capture Team), are introduced in this episode.

    • This episode takes place in San Francisco, California.

    • We see how the alien forms on the Omnitrix would stack up against each other: Diamond Head withstood Heat Blast's fire, and Four Arms, though able to beat Kevin's Diamond Head and Heat Blast forms, proved ill-equipped to deal with his Stinkfly form.

    • Cartoon Network (UK) airdate: Saturday, June 17th, 2006.

    • Tetrax from "Hunted" is mentioned.

    • For reasons unknown, Kevin 11's voice actor is now Charlie Schlatter instead of Michael Reisz.

    • In this episode, the Omnitrix made Ben turn into Wildmutt instead of Upgrade. This is explainable because Wildmutt is right next to Upgrade on the Omnitrix.

    • Main Villain(s): Kevin 11.

    • Main Transformation(s): Four Arms.

    • In this episode, Ben buys the new Sumo Slammer video game. In "Kevin 11," he snuck into a preview event for the game and got kicked out of the hotel. Later, he and Kevin tried to steal a copy of the game.

    • Unlike Ben, Kevin's voice is universal throughout the alien forms he uses.

    • Kevin is now trapped in an amalgam of all ten aliens, which includes:

      1) Four Arms' body, legs, lower back, and 2 of his 4 eyes.
      2) XLR8's tail.
      3) Stinkfly's wings.
      4) Grey Matter's right eye.
      5) Ripjaws' antenna and teeth.
      6) Upgrade's upper back.
      7) 4 arms (both of Wildmutt's on the bottom, one of Diamond Head's, and one of Heat Blast's on the top part of Upgrade on the back).
      8) Ghostfreak's lines spreading across his chest and lower back.
      9) Wildmutt's nostrils on his neck.

      Outside of that, the only parts of Kevin left in the amalgam form is his hair, ears, and pants.

    • Kevin's final form lacks any sign of Cannon Bolt. Whatever Kevin absorbed, the 11th form was apparently not included.

    • Kevin is not seen after hitting the water, but air bubbles are seen on the surface just as the episode ends, indicating that he is still alive. Indeed, he does appear in the episode "Grudge Match."

    • Once again, Ben stops Kevin from killing someone, and once again with Four Arms.

    • Kevin acquired his powers by absorbing the energy from when the Omnitrix created the feedback to protect Ben and itself.

    • After his first battle with Ben, Kevin absorbed enough of the Omnitrix's energy to transform his entire body instead of just part of it, allowing him to copy the original ten forms exactly. Absorbing all that energy has also made him unable to retain human form for long. By the end of the episode, Kevin mutates into an amalgamation of the original ten forms, and is stuck in that form.

    • This episode marks the return of Kevin 11 from the episode, "Kevin 11."

    • Alien Form(s) Used by Ben:
      1) Diamond Head.
      2) Four Arms.
      3) Wildmutt.

      Alien Form(s) Used by Kevin:
      1) Diamond Head.
      2) Four Arms.
      3) Heat Blast.
      4) Ripjaws (in newspaper).
      5) Stinkfly.
      6) Upgrade.
      7) Wildmutt (mentioned by Gwen).
      8) Ghostfreak (mentioned by Gwen).
      9) An amalgamation of the original ten forms (end of the episode).

    • This episode premiered on a special day and time: Wednesday, May 31st, 2006 at 7:00 PM EST/PST.

  • Allusions

    • Kevin 11: Form
      Kevin becomes a combination of Ben's aliens, just like the Master of Games became a combination of teenage superheroes in the Teen Titans episode "Winner Take All."

    • Kevin: Appearance
      Kevin's appearance at the end of this episode is similar to the Digimon Kimeramon, which, coincidentally, is also an amalgamation of ten creatures.

    • Ben: Nobody is going to ruin my reputation... but me.
      This is something Coop from Megas XLR would normally say. For example: "Nobody is gonna destroy Jersey City! But me..."

    • Kevin: Venom
      Kevin was a lot like Venom, from Spider-Man. He hates Ben (like how Brock hates Spider-Man) and has all the same powers.

    • Ultimate Green Goblin: Battle
      The finale of the battle between Four Arms and Kevin is similar to the conclusion of the opening arc of "Ultimate Spider-Man," in which a battle on a bridge is interrupted by the authorities, who shoot the villain. Both Kevin and the Goblin fell into the water, and both had their survival hinted at by bubbles on the surface.

No results found.
No results found.
No results found.