Ben 10

Season 2 Episode 5

Grudge Match

Aired Saturday 10:00 AM Jun 07, 2006 on Cartoon Network



  • Trivia

    • Look Closely: You can see some of Ghostfreak's chest design on Kevin's torso.

    • Look Closely: Not only does Kevin have Ripjaws' antenna, he also has Ripjaws' teeth.

    • Look Closely: Some of the aliens on the Omnitrix appear in this episode. They are as follows: Two Galvanic Mechomorphs (Upgrade) (one on Slix Vigma's screen, one cheering in the crowd), two Tetramands (Four Arms), both in the crowd (one had a yellow shirt and an eyepatch, the other one a brown shirt), and a bulkier-looking Pyronite (Heat Blast) sitting near one of the Mechomorphs, as well as a member of Articguana's race in the final battle against Slix.

    • Look Closely: The electro cuffs attaching Ben and Kevin get longer and shorter as the episode progresses.

    • Look Closely: After Slix Vigma transports Ben and Kevin together, Ben (as Four Arms) is on the right side, but when the electro cuffs are attached, Ben is suddenly on the other side of Kevin.

    • Look Closely: Technorg's robot arm was broken off by Kevin during their fight, but when they were transported back to the slave quarters, only seconds later, his arm was back on!

    • Look Closely: The number of fingers on Kevin's Diamond Head hand keeps fluctuating between three and four.

    • Pay Attention: Kevin fired Stinkfly goo at Ben's back, but when Ben was pinned to the wall, he was facing Kevin.

    • If Stinkfly's slime is so combustible, then how was Ben able to use it to put out a fire engulfing a propane truck at the start of the episode "Tourist Trap?"

    • Listen Carefully: When Kevin takes Ben's advice and ignites his (apparently) volatile spit on Technorg, pay attention to the sound effects. When it explodes, you can hear the same pitched, whistling sound effect that was used for years on the X-Men animated series, when Gambit threw his charged cards.

    • Kevin notes that he has his own powers, as well as Ben's, but actually hasn't used them since his debut episode. If he does still have his energy absorbing powers, why didn't he just make the control collars go wacky?

    • Look Closely: When Kevin reaches down to pick up Ben after he changes back from Four Arms, the Omnitrix is glowing green, indicating he should still be able to transform. However, when Kevin lifts him over his head, it goes back to glowing red, as it does when it needs to recharge.

    • Ironically, the day this episode first aired, the previous episode featuring Kevin 11, "Framed," also aired earlier.

  • Quotes

    • Slix Vigma: (to Kevin & Ben) Mercy? What a novel concept. (to crowd) Prepare for galactic hyper-jump. I need to recruit some new blood for our new champions.

    • Technorg: (removing his shock collar) Freedom!

    • Slix Vigma: (referring to Kevin) Sadistic, cruel, merciless. True gladiator material.

    • Slix Vigma: (watching Diamond Head fight) This one has spirit.

    • Kevin: (preparing to throw Slix) What do you think of this?
      Ben: (pulling on the shackles to stop Kevin) Ease up! We still need him to release the escape pods!
      Kevin: I am done listening to you! (throws Slix Vigma into the arena)

    • Upgrade: (to the other aliens) All of you, take the escape pods back to your home planet!
      (aliens scatter to get in an escape pod)

    • Kevin: (to Ben) Your lapdog Technorg isn't here to help you this time!
      (Ben tries to activate the Omnitrix)
      Kevin: (walking closer) Oh, and thanks for the tip on combining my powers!

    • Upgrade: Whoa! I didn't do that, and I can't override it!
      Slix Vigma: (fighting Upgrade's control) You don't have as much control over me as you thought.

    • Cannon Bolt: (launching the escape pod) Come on! Come on!
      (Kevin opens the escape pod door, but Technorg holds him back)
      Cannon Bolt: Technorg? I thought you escaped?
      Technorg: I told you, my life belongs to you.
      Cannon Bolt: (as the door closes) Looks like we're even.

    • Ben: (after reverting back from Upgrade) Oh man, not yet!
      Slix Vigma: (grabbing Ben) You little, human meatbag! Nobody controls Slix Vigma. Nobody!
      (Kevin stabs Slix Vigma through the back and destroys him)

    • Grey Matter: If we're going down-
      Kevin: We're going down fighting!
      (Kevin & Grey Matter attack the guards surrounding them)

    • (Kevin picks up Slix Vigma, but Upgrade merges with him)
      Kevin: What?
      Upgrade: I said "wait."
      Kevin: How did you-?
      Upgrade: This guy doesn't just operate the control console, he is the control console! And now I control everything on this ship!
      Kevin: Well goody-goody for you. Just as long as I'm not tied to your ugly butt anymore!

    • Upgrade: (to Technorg) You, too!
      Technorg: No! My life belongs to you.
      Upgrade: And I'm giving it back! (pushes Technorg into an escape pod)

    • Slix Vigma: (to Grey Matter & Kevin) I told you, these eyes see everything and so will everybody else, but your demise will not be the opening act, theirs will. (points to the other aliens in the arena)

    • Ben: (trying to activate the Omnitrix) Come on! Please work! Just this once!

    • Technorg: (to Upgrade) We must get to the escape pods before we blast off to the next galaxy.

    • Grandpa Max: (as Ben rolls out of the escape pod) Ben! Are you all right? We were looking all over for you. Where have you been?
      Ben: (sighs) Long story. (to Gwen) You okay?
      Gwen: I'll live.

    • Slix Vigma: (to Four Arms & Kevin) I am Slix Vigma and this is the Megacruiser. Everything on this ship belongs to me, including you.
      Kevin: Hey! I don't belong to anybody, Slick, you sorry- (gets zapped by the robot pinning him down)
      Slix Vigma: I speak; you listen. These eyes see everything on this ship and these hands control everything on this ship. I have decided that your relationship will make you an entertaining team in the arena.
      Four Arms: Team?!

    • Slix Vigma: (to Ben & Kevin) Now finish him off!
      Kevin: Gladly!
      Ben: Kevin, no! (pulls on the shackles to prevent Kevin from killing Technorg)
      Kevin: That's it! It's go time! Again! (throws Ben on the arena floor)

    • Technorg: (while crowd boos him) Boos? No one boos Technorg! Technorg is champion!
      Ben: (to Kevin) Let's get some distance between us and him while he's distracted. (starts to run, but Kevin trips him)
      Kevin: You're not the boss of me, pukebag!
      Ben: Hey! If we're gonna stay alive, we have to work together!
      Kevin: Why would I want to work with you? You're useless! I'll take care of this guy myself.

    • Ben: (to Technorg) I don't want to be your master, I just want to get back to planet Earth.
      Technorg: Even if you could free your collar and escape, the ship will soon be traveling to a new galaxy.
      Ben: There must be some way to get to the guard's collar controls.
      Technorg: We have all tried. None of us are powerful enough to overtake them.
      Ben: Maybe not alone, but if we all work together!

    • Kevin: I can't take it anymore! I've got to get off this ship, now!

    • Grey Matter: That Slix guy said he controls everything on this ship from here.
      Slix Vigma: Actually, that's not quite accurate. What I said was these hands control everything on this ship, including them.
      (guards come into the room and surround Ben & Kevin)
      Slix Vigma: Unlike you, they have no problem finishing off their opponents.

    • Ben: (being dragged across the arena by Kevin) Aaaaaah!
      Kevin: (mockingly) Gee, I'm sorry. Did that hurt?

    • (Four Arms reverts back to Ben)
      Kevin: Great! Now I'm stuck with a stupid piece of dead weight! Not for long. (grabs Ben and tries to kill him, but the shackles shock him)
      Ben: Remember that whole "our fates are now linked" speech? It was only, like, two minutes ago!

    • Kevin: (watching the other aliens bow to him and Ben) Nice to finally get a little respect around here. (notices Technorg and stops; to Ben) Thanks for letting him live, dipstick!

    • (Ben trips Technorg with the shackles to make him fall on Kevin)
      Kevin: Hey! You did that on purpose!
      Ben: Duh!

    • Slix Vigma: (to Ben & Kevin) Your fates are now linked. If one of you should happen to expire, the shackles will ensure that the other does as well. Now, your next opponent awaits. (transports Four Arms & Kevin to the arena with Technorg)

    • Kevin: Nice move, moron!
      Four Arms: Give it a rest, Kev! This is both our problems!

    • Technorg: (to Four Arms & Kevin) There's only room for one champion here: me!

    • Grey Matter: The emergency controls to the escape pods should be here somewhere.

    • (Technorg gives Ben a tray of the purple goo)
      Technorg: You best of the best. Thanks for my life. Now you are my master.
      Kevin: (taking the tray from Technorg) Actually, it was all my idea.

    • Ben: (after he and Kevin are transported into the room with the other aliens) Okay, I definitely do not like that.

    • Ben: (seeing Kevin) You!
      Kevin: What is up with you sending me to this freaky place? (attacks Ben and knocks him down)
      Ben: I had nothing to do with this.
      Kevin: If you didn't, who did? (prepares to punch Ben)

    • Ben: (looking at the purple goo in front of him) Uh, thanks, I had purple slop for lunch.

    • Kevin: (to robot) You wanna piece of me?! I eat things like you for breakfast!

    • Ben: (to Technorg) Okay, that's it. You wanna fight, try picking on someone your own size! (transforms into Four Arms and punches Technorg)
      Slix Vigma: (watching Four Arms) This human is full of surprises. Bring him to me.

    • Kevin: Enough! (grabs Ben and pushes him against the wall) This is all your fault!
      Ben: How can this be my fault?!
      Kevin: I don't know, it just is!

    • Ben: (to robot) Did I mention that I didn't want to fight?!
      Slix Vigma: (watching Ben on screen) A human?

    • Ben: (looking around) Where are we?
      (scene changes to show the Megacruiser flying by the moon)
      Ben: Sorry I asked. (to Kevin) We gotta find a way off this ship and back home!

    • (Kevin throws a tray of the purple goo in Technorg's face)
      Kevin: Wow, major disrespect. (points at Ben) You gonna take that from him?
      (Technorg picks up Ben)
      Ben: Look, I don't want to-
      (Technorg throws Ben across the table)

    • Slix Vigma: (watching Diamond Head fight) This one's swift.

    • Diamond Head: (looking around the arena) Whoa. What happened? Where am I?
      Announcer: Presenting our newest challenger from planet Earth.
      Diamond Head: Challenger?
      (robot appears beside him)
      Diamond Head: Easy now. You look upset.
      (robot attacks him)

    • Ben: (to Kevin) If you combine your powers in combinations, they make up for being weaker. Okay, XLR8's speed plus Four Arms' strength and Diamond Head's invulnerability equals...
      Kevin: One mean punch!

    • Kevin: Hold still, creep!
      Cannon Bolt: New game; it's called dodgeball!

    • Technorg: So, I'm a lapdog, am I?
      (Kevin cringes)

    • Kevin: I'm not walking around tied to this loser!
      Four Arms: You took the words right outta my mouth, freakazoid!

    • (Kevin has Ben trapped on a wall; Ben's trying to activate the Omnitrix)
      Kevin: Don't bother trying to dial in another alien. I know all your aliens powers inside and out. You can't win! (starts to attack him)
      (Ben slams the Omnitrix on the wall, the attack shatters; Cannon Bolt looks up at Kevin, who takes a step back in surprise)
      Cannon Bolt: Oh, yeah? I don't think you've been introduced to Cannon Bolt! (jumps off the wall and attacks him)

    • Gwen: What happened to Kevin?
      Ben: He found somebody new to play with.

    • Ben: Kevin? You saved my life?
      Kevin: Sure. Why do you think I wasted all my time helping all these other losers? I just wanted the pleasure of waxing you myself.

    • Grey Matter: Nice teamwork.
      Kevin: If you try to hug me, you're gonna get slugged.

    • Diamond Head: (gets hit in the face with Stinkfly's mucus by Kevin) Eww! Gwen's right. This stuff is gross.

    • Kevin: (in his combined alien form) You are one sorry sight, rock head.
      Diamond Head: That's Diamond Head, and speaking of sorry sights, have you looked in the mirror lately?
      Kevin: It's payback time for turning me into a freak.
      Diamond Head: You were always a freak, Kevin. It's just now the ugly is also on the outside.

    • Upgrade: (to Kevin) Need a hand? Or six?

    • (after disabling the shock collars)
      Grey Matter: All it takes is a short circuit and a little Grey Matter.
      Kevin: Eh, get over yourself, short stuff. A monkey could have done what you did.
      Grey Matter: Then why didn't you?

    • Kevin: Oh, yeah! That's right. Who's bad?
      Ben: You are so pathetic.

    • Kevin: (in his combined alien form; to Ben) Diss me all you want. I'm still 10 times better than you! I've got all your powers, plus my own! I'm Kevin 11! (attacks him)
      Diamond Head: (blocks attack) Too bad each one of those is only a tenth as powerful as mine!

  • Notes

    • During the Ben 10 week, we learn that Technorg died.

    • This is the last episode in which Ben turns into Grey Matter, but not unintentionally. The final two to feature an intentional Grey Matter transformation by Ben also featured one unintentional transformation into Grey Matter.

    • Very briefly in the crowds, several aliens can be seen that were trapped in the Incarcecon Prison Complex from the Ben 10 movie Secret of the Omnitrix.
      Even a member of Gluto's (the pilot of Tetrax's ship) species can be seen, with colors similar to Ben's outfit.

    • Kevin finally sees Ben's new alien form, Cannon Bolt.

    • Kevin retains some of the powers of the original aliens' forms in his amalgam form, but to a lesser and weaker extent. These powers include:

      * Heat Blast's fire
      * Diamond Head's crystal projectile attacks
      * Stinkfly's slime and his wings
      * XLR8's speed
      * Four Arms' strength

    • It appears Upgrade has trouble fully controlling sentient machines, as Slix Vigma manages to fight his control.

    • Cartoon Network (UK) airdate: Saturday, July 1st, 2006.

    • Main Villain Bio:
      Slix Vigma - A six-eyed android who captures other alien life forms and forces them to do battle for profit. His appearance may not look challenging, but he has complete control of his entire ship and can see everything that happens inside.

      Main Ally Bio:
      Technorg - An orange-skinned alien with a muscular body, and has a mechanical left arm. He is Slix Vigma's greatest fighter, and other fighters seem to respect his reputation. After Ben spares his life, he becomes devoted to saving Ben's in return.

    • Main Allies: Technorg.

    • Though forced to encounter him as an opponent, Ben makes a new ally: Technorg, who rescues him from Kevin's machinations.

    • It was Ben that taught Kevin to combine the various powers at his disposal. Regardless, Kevin later turns on his former friend, intending to use such amalgamation tactics on Ben.

    • This is the first time Kevin has actually referred to himself as Kevin 11.

    • Kevin learns about the Cannon Bolt form in this episode.

    • In his current form, Kevin can use the powers of the ten original alien forms (he can't use Cannon Bolt's), but only at 1/10th their usual power. However, he can make up for this weakness by combining the strengths of each power.

    • This is the third time in the series that Ben has intentionally transformed into Grey Matter. The first instance was the alien's debut in "Washington B.C." and the second was in "Hunted."

    • Kevin is trapped on the spaceship as it leaves for another galaxy.

    • Alien Form(s) Used:
      1) Diamond Head.
      2) Four Arms.
      3) Grey Matter.
      4) Upgrade.
      5) Cannon Bolt.

    • Main Villain(s): Kevin 11 & Slix Vigma.

    • This episode features the return of Kevin 11 from the episodes, "Kevin 11" and "Framed."

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

  • Allusions

    • Ben: I ate purple slop for lunch.

      This quote has been borrowed from Indiana Jones and the Temple of Doom when, seeing the cuisine being served at the palace, says that she is not hungry, for she "had bugs for lunch." Also, the cusine in the movie, on the ship, and in Max's "repertoire" include exotic dishes and ingerdients to their dishes, which adds to the allusion.

    • Episode: Similarities
      This episode is similar to the Teen Titans episode, "Winner Take All."

    • Episode: Idea
      The writers of this episode most likely got the idea from the ancient Romans where gladiators were forced to fight for their lives for the entertainment of others, much like how the aliens have to fight for the entertainment of the other aliens.

    • Slix Vigma: Appearance
      Slix Vigma looks a little like Orko from "Masters of the Universe." Both have hovering blue, legless bodies, and wear red robes.

    • Episode: Plot
      This episode features characters being abducted and forced to fight for the pleasure of an audience. This plot is considered a staple of any science fiction/fantasy series and has been used numerous times in shows such as Star Trek: Voyager, Angel, Samurai Jack, and Justice League/Unlimited.

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