Ben 10

Season 2 Episode 4

Gwen 10

Aired Saturday 10:00 AM Jun 01, 2006 on Cartoon Network



  • Trivia

    • Look Closely: When Grandpa Max turned into Upgrade and merged with the RV, you could see the Omnitrix symbol on the front left tire.

    • Look Closely: At the end of the episode, we see a magazine cover of Ben 10. If you look in the upper right-hand corner, it says that the magazine is only 25 cents.

    • Look Hard: Gwen caught 9 fish when she turned into Ripjaws to get lunch.

    • Think Back: How come Vilgax was able to touch the Omnitrix when Gwen had it, but in "Secrets" he wasn't able to touch it? As a sidenote, the faceplate was red, so shouldn't Gwen have turned into a Chimera Sui Generis? (Vilgax's species)

    • If this is a "what if" episode, how come Ben remembers what happened?

    • Look Hard: When Ben is looking for the watch near the beginning of the episode, you can see that he has close to a dozen shirts of the same kind- a white shirt with black stripes (the shirt he wears all the time).

    • At the bowling alley, Gwen had no idea the Omnitrix needed to recharge. Wouldn't she have noticed that while she was going alien all night?

    • Pay Attention: Grandpa Max tells Ben to let Gwen fight "those things," but there was only one robot battling at the time.

    • The Gwen version of Four Arms has white pants, like Gwen's. Shouldn't they be in the colors of Gwen's shirt, like the Ben version?

    • Look Closely: When Gwen is talking to Ben about how she turned into different aliens for her benefit, 9 fish can be seen by her feet, but when she stands up, 3 of the fish disappear.

    • When Gwen, as Diamond Head, destroys the droid, she claims to use refraction to send the laser back. But that is obviously the power of reflection because, if it was refraction, then the beam would just pass right through her at a different angle and not right back at the droid.

    • Near the beginning of the episode, Ben slaps his wrist with intent to become Four Arms before he realizes that the Omnitrix is missing. This is unlikely, considering that Ben usually has to press a button to make the dial pop up before he can slam it down. Also, he didn't bother to check that he had the correct form ready.

    • At the bowling alley, the first shot of Four Arms Gwen shows her with sleeves on her upper arms and no sleeves on her lower arms. In the next shot, she has sleeves on all four arms. In the third shot, after Vilgax has a line, she is back to sleeves on the upper arms and no sleeves on the lower.

  • Quotes

    • Ben: (referring to Gwen chained up as Vilgax's hostage) A little scarier than a trip to the dentist, huh?

    • Grandpa Max: (transforms into Upgrade) Now what?
      Ben: Time to add a few extra options to the RV.

    • Grandpa Max: (after reverting back to himself) I could get used to this.

    • Narrator: So many ways to tell a story, and that's what makes them so interesting. Sometimes, you never could predict how they're going to turn out.

    • Grandpa Max: (as Vilgax tries to break into the RV) I don't think so!

    • Gwen: (as alarm goes off in Vilgax's ship) Sounds like we're losing power!
      Ben: Not if I can help it! (to Grandpa Max) You gotta go Upgrade!
      Grandpa Max: Upgrade?
      Ben: Just trust me.

    • Gwen: (as Diamond Head) Let's go, ugly! Hit me with your best shot!
      Grandpa Max: Gwen!
      Ben: Don't worry, she's got it, Grandpa.

    • Gwen: (as Diamond Head) Ready to give up?
      (robot drone shoots at her)
      Gwen: (as Diamond Head) I'll take that as a no.

    • Ben: (as the robot drone tries to rip Gwen's arm off) Slice it and dice it, Gwen!

    • Grandpa Max: (to Ben) You're outmatched. Let your cousin fight those things, whatever she is.
      Ben: But I'm the hero!
      Grandpa Max: No, you're in danger. Come on. Help me get everyone out of here.

    • Ben: (after seeing Gwen get blasted by the robot drone) Gwen!

    • Vilgax: My drones are all destroyed! Whoever has the Omnitrix possesses great power, but now they'll have to deal with me!

    • Ben: (to Gwen) The Omnitrix is a complicated piece of alien technology. It's not about having fun.
      Gwen: Wanna bet? Follow me, unless you're afraid.
      Ben: Not!

    • Ben: (watching Gwen trying to fight the robot drone) Oops. Forgot. That didn't work when I tried it, either.

    • Ben: Okay, I know you won't believe me, but Vilgax is-
      Grandpa Max: Here, and he wants the Omnitrix, so he took Gwen.
      Ben: (shocked) How did you know?
      Grandpa Max: In dash intergalactic monitoring system. It went haywire about a half hour ago.

    • Ben: (seeing Gwen thrown into the building by the robot drone) Ooh! I remember that blast.

    • Grandpa Max: (watching Gwen fight the robot drone) She's good.
      Ben: So was I.

    • Gwen: (to Ben) Hey, that was a tough spare.
      Ben: I'm not mad about the bowling.
      Gwen: So what are you mad about?

    • Gwen: (to Vilgax) You sure we can't work out a deal?

    • Ben: Why'd all this happen?
      Grandpa Max: One thing I learned in all my years as a Plumber, was to forget everything you ever learned because sometimes it will never make sense.
      Ben: That wasn't really the answer I was looking for, Grandpa.

    • Gwen: (as Diamond Head) Projectiles? Cool! (shoots diamond shards at the robot drone) Take that!

    • Grandpa Max: Ben, what's going on? (sees Gwen as Diamond Head) Who's that?
      Gwen: (as Diamond Head) Grandpa, it's me, Gwen!

    • Ben: (after seeing Gwen write "Gwen" in the sky) Whoa! How'd you do that? It took me like a month to learn how to do that with Heat Blast.
      Gwen: (as Heat Blast) Hey, when you got it, you got it. It looks like I've got this thing down.

    • Ben: (to Grandpa Max) You know I'm not making this up, right, Grandpa? Don't you remember? You took Vilgax out with some super high-tech weapon thing.
      Grandpa Max: (spits out drink) Um, weapon? Uh, Ben, why don't you help me set up camp.

    • Grandpa Max: We're here.
      Gwen: Wow, it's beautiful, Grandpa.
      Grandpa Max: (pleased) I knew you would like it.
      Ben: That's why you brought us here on the first night of our trip.

    • Ben: Is the heat getting to both of you? I'm talking about the Omnitrix.
      (Grandpa Max stares suspiciously)
      Gwen: I'll help you look for it. So, uh, what does it look like?
      Ben: (annoyed) Look like? You've only seen it like a million times. What is going on with you two?
      Gwen: (feeling Ben's forehead) Nothing. Maybe you have heat stroke or something.

    • Gwen: (referring to the Omnitrix) I wonder how it works?

    • Ben: I've gone back in time. That's why I'm not wearing the Omnitrix. But I'll find it here in the woods, put it on, and zap! Everything will be back to normal.
      Gwen: (laughs) You? Normal? Yeah, right! Now, if you'll excuse me, I'm headed back to the real world.

    • Ben: (to Gwen) It's the most powerful thing in the universe. Now give it here!
      Gwen: (fighting Ben) Only if you say please.
      Ben: (struggling) Please!
      Gwen: Actually, pretty please.
      Ben: (annoyed) Pretty please!

    • Gwen: (to Ben; referring to Vilgax) So who is this vile guy?

    • Gwen: Grandpa, that was amazing!
      Ben: Amazing? He's been doing that all summer. (referring to Omnitrix) No way did the watch just slip off my wrist.
      Grandpa Max: Ben, what are you talking about? When I picked you up, you weren't wearing a watch.

    • Narrator: Everybody's life tells a story. There are the good parts, the bad, the funny, and sometimes the very, very scary. And when we tell a story, we never tell it the same way twice. So here's the story of Ben Tennyson, who one day found himself living a life that seemed to catch him by surprise.

    • Vilgax: (to Gwen) Now trust me, it won't hurt a bit.

    • Ben: (to Gwen) Little scarier than going to the dentist, huh?
      Gwen: Uh-huh.

    • Grandpa Max: (gives Ben a weapon) Here, this may come in handy.

    • Ben: So you believed me this whole time?
      Grandpa Max: Well, not at first, but then I realized that you knew way too much.

    • Ben: (picking up Gwen as Grey Matter) Who's got this alien stuff down now?
      (the robot drone lands near them)
      Ben: The drone! Oh, no, the campsite!

    • Ben: (seeing Gwen with the Omnitrix) That's it, the Omnitrix!
      Gwen: Well, I found it.
      Ben: No, I found it first!

    • Ben: (watching the pod fly toward the forest) The pod! I knew it!

    • Gwen: Oh boy, here we go again.
      Ben: (happily) That's it! Yeah! (runs toward Gwen and gives her a hug)

    • Vilgax: (after watching the Omnitrix's pod fly toward Earth) No one controls the Omnitrix but me!

    • Ben: I'm fine. I've been fine all summer.
      Gwen: All summer? News flash. This is our first day.

    • Grandpa Max: Ben! Don't just stand there!

    • Ben: Grandpa, where's the watch?!
      Grandpa Max: What watch?

    • Ben: (after finding out the Omnitrix is missing) This is so not happening!

    • Ben: (sighs) When are these losers ever gonna learn?

    • Ben: (waking up in the RV) Grandpa? Gwen?

    • Gwen: You wouldn't hurt a girl, would you?
      Vilgax: Hurt? No. I have something else in mind.

    • Ben: (referring to Grandpa Max's weapon) Think I can get one of these, Grandpa?

    • Grandpa Max: So how did I get on board the first time?
      Ben: You rammed it.
      Grandpa Max: Well, if we survived the first time... (pushes button on dashboard and the floor opens up, revealing a high-tech weapon)

    • Vilgax: (to Gwen) The Omnitrix, now!
      Ben: (picks up bowling pin and runs toward Vilgax) Aah!
      (Vilgax throws Ben across bowling alley)
      Ben: Unh!

    • Gwen: Grandpa!
      Grandpa Max: Claws off my granddaughter, Vilgax!
      Vilgax: Tennyson!

    • Vilgax: (to Grandpa Max) You'll never destroy me, you worthless human!
      Ben: But I will! (shoots Vilgax with Grandpa Max's weapon)

    • Grandpa Max: (to Ben) Since you've lived all this before, what's Vilgax going to do to Gwen?
      Ben: Let's just say, you had better floor-it.

    • Gwen: (cautiously) That's not a big bowling ball, is it?
      Ben: It's Vilgax, and he's not supposed to be here!

    • Gwen: Who should I become next?
      Ben: (about the watch) You have to let it recharge!
      Gwen: No fair!
      Ben: No kidding!

    • Man: What was that thing?
      Grandpa Max: That's no thing. That's my granddaughter.

    • (Grandpa Max ends up with the loose Omnitrix instead of Ben)
      Ben: No! Now I'm never going hero again!
      Grandpa Max: You ask me, you already did. As Ben.

    • Gwen: Uh, couldn't you just slip the watch off of me?
      Vilgax: And what fun would that be?

    • Ben: (to Gwen) I don't know what's worse. That I'll never have the watch again or that you're better with it than I was.

    • (Ben leaves the tent to find Gwen outside)
      Ben: Hey, when'd you get up?
      Gwen: I never went to bed. First, I was a high-tech alien and merged with my laptop to triple its processing speed, and then I turned into this water creature to catch us some lunch, then I became this speed alien to go home and pick up these clothes I forgot.

    • Ben: I'd say "nice to see you again" if it was.

    • Gwen: (as Heat Blast) So, can the watch turn me into something else?
      Gwen: (as Grey Matter; being chased by a raccoon) Ben, this isn't funny!
      Ben: (laughs) To who?

    • Gwen: (as Heat Blast) Whoa! I'm on fire, but I don't feel like it!
      Ben: Because you're Heat Blast. You control fire! Fireballs, fire breath!
      Gwen: (as Heat Blast) That sounds fun.
      Ben: Careful. You could start a forest fire.
      Gwen: (as Heat Blast) Only an idiot would set the forest on fire. Now out of my way!

    • Ben: Be really careful. Only a trained pro like me can control it.
      Gwen: You, a trained pro? More like a trained seal.

    • Ben: You gotta believe me!
      Gwen: Yeah, like how we had to believe you when you saw Bigfoot at our family picnic.
      Ben: Okay, that was a simple mistake. And Uncle Manny needs to shave his back hair.

    • Ben: That's Vilgax, only the worst alien in the whole entire universe. But since he's history, we don't have to worry about him.
      Gwen: (mock relief) Phew, well, that's good news.

    • Grandpa Max: Ben, I got you from Madison Elementary today, just two hours ago.
      Ben: No way! Two weeks ago, we were on Mt. Rushmore kicking Vilgax's butt!
      (the RV brakes suddenly and spins out of control)
      Ben: Grandpa, are you okay?
      Grandpa Max: Yeah, yeah, uh, just dodged a skunk on the road.

    • Ben: Are you kidding me? These guys are a piece of cake. And Four Arms likes icing.

    • (two masked robbers run by Gwen, knocking her drink out of her hand)
      Gwen: Hey, that was a Mega...
      (the robbers glare at her)
      Gwen: ...gulp.

  • Notes

    • Originally, this epsiode is not part of the storyline. The writers wanted to know what was it like for Gwen to have the Omnitrix instead of Ben.

    • This is the first and only episode of the series where Ben and Gwen meet Vilgax in his old form, before he becomes super strong Vilgax.

    • Running Gags:
      1) Whenever Ben says something about the past, Grandpa Max gets shocked.
      2) Gwen saying to Ben, "You? A..."

    • Once the Omnitrix is detached from Gwen's wrist, it flies in the direction of Ben, only to pass him and latch onto Grandpa Max's wrist. According to the later episode "The Visitor," this may have been deliberate, as Xylene admits that the Omnitrix was specifically sent to Max's location with intent for him to claim it.

    • When Vilgax captures Gwen, he inputs a code into the Omnitrix that stops it from activating for a while.

    • Female versions of Grey Matter's species have thinner, slanted eyes.

    • Grandpa Max claims that the reason he didn't tell Ben or Gwen about being a Plumber is that he learned forgetting everything helps, for remembering the past makes things so complicated.

    • This is the second time we see Ben without the Omnitrix on his wrist, the first being in "And Then There Were 10."

    • This is the third time Gwen gets kidnapped in the series.

    • Grandpa Max's loud snoring is brought up again in this episode, the first being in "Lucky Girl."

    • It is revealed that two weeks have passed since the Tennysons defeated Vilgax in "Secrets."

    • This is the third time in the series that Vilgax's ship gets destroyed.

    • Apparently, Gwen forgot to bring a bag of clothes with her on the camping trip.

    • Apparently, Ben thought Uncle Manny was bigfoot at a family reunion due to his unshaved back hair.

    • Several scenes from the episodes "And Then There Were 10" and "Secrets" were shown in this episode.

    • Cartoon Network (UK) airdate: Saturday, June 24th, 2006.

    • It appears that the females of Diamond Head's race don't have spikes on their backs.

    • Apparently, regardless of who is using the Omnitrix (be they male or female), Upgrade and Heat Blast are the only aliens that have no resemblance or color scheme to the clothes of their user.

    • New Power: It is revealed that as Heat Blast, Ben can shoot a blast into the air that explodes like fire works and spells his name, which took him a month to learn, but Gwen figured out how do it right away.

    • Ben has an uncle named Manny.

    • Main Transformation(s): Diamond Head (Gwen version) and Upgrade (Grandpa Max version).

    • This episode is set up as though we are following along within the pages of a comic book, complete with cover and pages with panels and story dialogue.

    • When searching for the missing Omnitrix, Ben rummages through his clothes. This scene reveals that, in true cartoon tradition, Ben has many duplicates of his usual shirt and pants.

    • Some of the quotes used by Gwen such as, "Hey, I'm on fire, but it doesn't feel like it" or "It won't come off" are very similar to the quotes used by Ben from "And Then There Were 10."

    • The school Ben attended prior to the summer was named Madison Elementary.

    • Apparently, females of Four Arms and Grey Matter's species have hair, while the males are bald.

    • Here are the purposes of the aliens used, excluding Heat Blast and Grey Matter.

      Diamond Head: Gwen used it to defeat the drone.
      Upgrade: Gwen used it to triple the processing speed on her laptop.
      Ripjaws: Gwen used it to get breakfast and lunch.
      XLR8: Gwen used it to get some clothes she had forgotten.
      Four Arms: Gwen used it to bowl against Ben, getting four strikes in a single frame.
      Upgrade: (Omnitrix now on Grandpa Max) Grandpa Max used it to merge and upgrade the RV so it could ram through the ship and reach ground.

    • In other episodes, Gwen is always warning Ben not to abuse the Omnitrix. Ironically, in this episode, it was now Ben warning Gwen about how it was not to be used lightly.

    • Main Villain(s): Vilgax (alternate reality).

    • There are many notable differences in this reality from the one we know.

      1) Originally, the family did not encounter a robbery at the gas station.
      2) Somehow, Gwen reached the Omnitrix first.
      3) Vilgax was not injured in the explosion.
      4) Wildmutt was not utilized against the smaller drones. Instead, the fight skips directly to the big one.
      5) Grandpa Max admits that Diamond Head is his granddaughter Gwen, instead of denying it as he did with Ben.
      6) Grandpa Max had the anti-Vilgax blaster in the RV instead of Mount Rushmore.
      7) Grandpa Max had a hand-blaster in the RV.
      8) Vilgax dodged the first shot of the anti-Vilgax blaster.
      9) The power surge on Vilgax's ship causes the Omnitrix to fall off of Gwen, instead of shifting her between the various forms randomly.
      10) Grandpa Max also gets to use the Omnitrix.
      11) Vilgax's ship crashes and explodes, instead of self-destructing due to Grandpa Max's actions.

    • Originally, the blue ship that carried the Omnitrix shot the bridge of Vilgax's ship to counterattack. Vilgax was injured along during the process. This time, the ship self-destructs to attack back, and Vilgax appears unharmed.

    • First and only episode of the series where Ben never goes hero.

    • This entire episode is an entire alternate reality take. However, Ben is fully aware of his activities in the previous universe.

    • Alien Form(s) Used by Gwen:
      1) Heat Blast.
      2) Grey Matter.
      3) Diamond Head.
      4) Upgrade (not shown).
      5) Ripjaws (not shown).
      6) XLR8 (not shown).
      7) Four Arms.

      Alien Form(s) Used by Grandpa Max:
      1) Upgrade.

    • It is revealed that the Omnitrix can be removed by a severe power surge.

    • This episode re-tells the first episode, making it so Gwen got the Omnitrix instead. Many elements from "Secrets" are added to the episode as well.

    • Like Ben's alien forms, Gwen's forms copy the coloring scheme of her clothes.

    • This episode premiered on a special day and time: Thursday, June 1st, 2006 at 7:00 PM EST/PST.

  • Allusions

    • Gwen: Hey, that was a Mega Gulp!
      An obvious spoof of Seven 11's "Big Gulp."

    • Opening: Comics
      The opening is a reference to the fact that Man of Action (the writing team) has a history deeply rooted in the comic book industry.

    • Episode: Alternate Dimension Comics
      This episode shares many similarities with DC's Elseworld comics and Marvel's What If? comics, which change various background details to see what would happen. In this case, they change the original owner of the Omnitrix.

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