Ben 10

Season 1 Episode 5


Aired Saturday 10:00 AM Jan 28, 2006 on Cartoon Network



  • Trivia

    • Look Hard: When Ben enters the old factory, you can see that the overhead view of his entry was used as a screenshot in the Ben 10: Battle Ready online game.

    • Listen Closely: When the alien bounty hunters open fire on Ben, sound effects from Star Wars can be heard, most notably the sound of X-wing laserfire.

    • Look Hard: This episode shows that the Omnitrix emblem is located on Grey Matter's back. In Grey Matter's only other appearance, in the episode "Washington B.C.," the location of the emblem was not made clear, due to Gwen's hand clasping his body.

    • Look Hard: As Grandpa Max ran over Sixsix, he had a smile on his face and looked as if he was enjoying himself.

    • Look Closely: In the beginning sequence, Diamond Head's eyes are round.

    • Hoverboard's real name is Tetrax, revealed in Ben 10: Secret of the Omnitrix.

    • Look Closely: When Ben wanders off to explore the town, the RV is missing its tail lights. But after Grandpa Max runs Sixsix over, the lights return.

    • For someone from another planet and of a different understanding of the ways of Earth, Tetrax seems adept in the use of common phrases of Earthlings.

    • In the middle of the desert, Grandpa Max builds an obstacle course for Ben. It is made of wood and other random items. It's almost impossible for Grandpa Max to find and collect all that wood in the desert. He also built it in an incredibly rapid pace.

    • Pay Attention: When the RV breaks down, it is in the middle of the desert. When it comes back, though, they are in Slaterville.

    • Look Closely/Pay Attention: At the start of the episode, Ben, in his Diamond Head alien form, was practicing with Grandpa Max. He ends up shooting the RV, but nothing goes through. When they stop later on, Grandpa Max says the problem was because the fuel line got shot with a shard, but nothing went into the RV to hit it.

    • Look Closely/Pay Attention: When Ben, Gwen, and Grandpa Max start being chased by Kraab in the abandoned mine, the Omnitrix has suddenly switched from Ben's left arm to his right, then back to his left in the scenes that follow.

    • The hydraulic car lift used by Ghostfreak to pin Kraab moves much faster and raises much higher than any normal car lift should. A normal lift would only go about a third as high and would take much longer to do so.

    • In most of the scenes, Tetrax's eyes are shown to be a light green color. In the scene after the water tower falls, however, they switch to a bright yellow color. They switch back to normal in the next scene.

  • Quotes

    • Grey Matter: (jumps on Sixsix's back) Guess who.
      Tetrax: I told you to stay out of my way.
      Grey Matter: (ignoring Tetrax) Wonder what would happen if I did this. (pulls nerve cluster, causing Sixsix to go haywire)

    • Ben: What are we waiting for? We've gotta save them.
      Tetrax: Don't be foolish. Keeping the Omnitrix secure is the only priority here.
      Ben: Not to me. That's my family.
      Tetrax: You cannot save them. You would soon be overpowered and captured. The obvious choice is for me to retrieve my hoverboard, so that we may leave the planet.
      Ben: But...
      Tetrax: Stay here.

    • Tetrax: It's disturbing how little you know of this alien's strengths or weaknesses. You've barely scratched the surface of its potential.
      Diamond Head: Yeah? So what makes you such an expert?
      (Tetrax removes his helmet, showing that he's from the same race as Diamond Head)
      Diamond Head: You're... me.
      Tetrax: Wrong. I am a noble warrior, you are an impulsive annoyance.

    • Tetrax: The Omnitrix is not some toy for your amusement. It's the most powerful weapon in the galaxy, the key to an epic battle between good and evil.
      Diamond Head: And who's side are you on?
      Tetrax: You're still alive, aren't you?

    • Tetrax: Billions of beings on this planet, and the Omnitrix winds up on the wrist of a foolhardy youth.
      Diamond Head: Well, like I told your buddies, this thing doesn't come off. I've tried.
      Tetrax: Of course it doesn't. (turning his back to Diamond Head) Its power utilizes alien DNA which binds to the hosts' own genetic structure.
      (Diamond Head sneaks up behind Tetrax)
      Tetrax: It cannot simply be removed like taking off a hat.
      (Diamond Head attacks Tetrax, who dodges and sends Diamond Head flying)

    • Kraab: (as Ben, Gwen, and Grandpa Max flee in the lift) What a pathetic excuse for prey!

    • (Ghostfreak activates the hydraulic lift, crushing Kraab)
      Gwen: (to Ben after he reverts to human form) Ben, you okay?
      Ben: Oh, man. That was even weirder than when I normally go Ghostfreak.
      Gwen: C'mon. Let's get out of here before crab cake wakes up.

    • Ghostfreak: (to Gwen) Oh, man. Who is this guy?
      Gwen: Remember when I said I wanted to be there when you got your butt kicked? I take it way back.
      (Kraab approaches)
      Gwen: You're the super-guy, do something!
      Ghostfreak: (to Kraab) You better keep your claws to yourself.

    • (an invisible Ghostfreak sneaks up behind Kraab)
      Kraab: (turns around) As arrogant as you are dimwitted. (sprays Ghostfreak with orange slime, making him visible)
      Ghostfreak: (confused) Arg! What happened?
      Kraab: Your protoplasm is now solidified, making it easier to do this! (punches Ghostfreak)

    • (Hoverboard exits the Earth and hyperspeeds into space)
      Vilgax: Betrayed.
      Robotic Lieutenant: Sensors indicate the Omnitrix is not with the mercenaries.
      Vilgax: It would appear the creature who possesses the Omnitrix is as clever as it is fierce, but I shall not be denied.

    • Kraab: (as water tower falls towards him) I hate this planet.
      Grey Matter: (after water tower falls) Only one way to beat the desert heat, don't you think?

    • (Grey Matter jumps on Kraab's head)
      Kraab: Get off me, you tiny, little...
      Grey Matter: (reaches inside Kraab's armor) There should be a nerve cluster in here somewhere.

    • (Sixsix yells at Kraab in foreign language)
      Kraab: Don't blow a gasket, metal mouth. I know what I'm doing.

    • (Tetrax grabs Ben, and looks for his board)
      Kraab: Looking for this? (holds up hoverboard) You're not getting off this planet with the Omnitrix. And just to be sure...
      (Sixsix walks up holding Gwen and Grandpa Max)
      Grandpa Max: Hands off!
      Gwen: Let me go!
      Kraab: See, we've decided to work together and split the reward, and you, in half.

    • Grandpa Max: Ben, come on.
      Diamond Head: I'll catch up. First, I'm gonna put some dents in this walking soda machine.

    • Gwen: (sees Sixsix following their lift) We've got company closing in fast!
      Grandpa Max: We need a plan.
      Ben: (gets the Omnitrix to activate) Yes! Who needs a plan, when you have the watch. I'll take care of this. (transforms into Diamond Head)
      Grandpa Max: No, Ben. That's just what it wants.

    • Grandpa Max: What happened?
      Gwen: You know, the usual. Some jumbo-sized crustacean burst out of the ground and attacked Ben. It said it wanted the watch, only it kept calling it the Omnitrix.
      Ben: Just let me go Four Arms and I'll turn him into a seafood special.
      Grandpa Max: No time. Repairs are done. We're outta here.
      Ben: But, Grandpa. (sulks)

    • Kraab: (walks onto hydraulic lift) Hardly worth the hunt.
      Gwen: (notices what Kraab is standing on) Ben, give him a lift!

    • Ghostfreak: Sorry, crabby. The watch and I are kind of attached.
      Kraab: Not for long.
      Ghostfreak: You have no idea who you're messing with.
      Kraab: I was just about to say the same thing.
      Ghostfreak: Oh, yeah? Did you know this one? Now you see me, now you don't. (turns invisible)
      (Gwen laughs awkardly and runs away)

    • Kraab: Hand over the Omnitrix and I promise you won't suffer... much.
      Ghostfreak: Dream on, claw boy. (moves eye onto back to look at Gwen) What's he talking about?
      Gwen: Duh! Why else would some alien track you down? It wants the watch, Einstein.
      Ghostfreak: You don't have to get snotty about it, Miss Know-It-All.

    • Grandpa Max: (looking at the broken fuel line) I should be able to patch it up.
      Ben: Sorry, Grandpa. Let me help. Maybe Four Arms. No, wait, Upgrade.
      Grandpa Max: I think you've done enough, Ben. I'll handle this.

    • (Sixsix speaks in foreign language)
      Kraab: Whoa! Big talk for a gear head.
      Tetrax: Get in my way again, and I'll teach you how to say dismantled.
      (Sixsix backs off and speaks in foreign language again)

    • Gwen: You rockhead, you almost turned me into swiss cheese!
      Ben: I said I was sorry. What else do you want?

    • Grandpa Max: Focus, Ben. Think.
      Diamond Head: No worries, Grandpa. (gets hit by a tire, causing him to shoot diamond shards everywhere and spill sunscreen on Gwen's head) Ha ha ha ha! Oops. My bad.

    • (Diamond Head blows on finger as if it's a gun barrel after hitting targets)
      Gwen: Show-off.

    • Tetrax: This may be of some use in the meantime. (gives Ben his hoverboard)
      Ben: Oh, man! Are you serious? Hold on. You said you needed this to get off the planet.
      Tetrax: Selective disinformation.
      Ben: Huh?
      Gwen: He lied.
      (Tetrax teleports himself away)
      Gwen: How come you get all the cool alien stuff?
      Ben: (in a cool-sounding voice) Fits my style.
      Gwen: (sarcastically) Right. I have something for you, too. (covers Ben's head in sunscreen)
      Ben: Hey! What'd you do that for?
      Gwen: Wouldn't want that big head of yours to get sunburned.

    • Kraab: Back off. That reward's mine.
      (Sixsix speaks in foreign language)
      Kraab: Well, you don't have to get personal.

    • (inside an abandoned mine shaft)
      Ben: Phew! The coast is clear.
      (ground rumbles; Kraab rises from below ground)
      Gwen: Don't you get tired of being wrong all the time?

    • Ghostfreak: (to Kraab) Oh, man. You put the "ug" in ugly.

    • Ghostfreak: What's the matter, Gwen? You look like you've seen a ghost... freak. (laughs)
      Gwen: Get over yourself, doofus. You don't scare me.
      (Kraab pops out of the floor)
      Gwen: But he does.

    • Ben: Okay. Guess I'll just check this place out. (walks away)
      Grandpa Max: (to Gwen) Maybe you should, uh...
      Gwen: Make sure he doesn't somehow blow everything up?
      (Grandpa Max nods)
      Gwen: I'm on it.

    • Grandpa Max: What we want is for you to take that thing on your wrist more seriously, Ben. It's not a toy. You've got to think when you use it.
      Ben: I know, but come on! You guys have seen me in action. I'm the baddest Ben in town. I've kicked so much alien butt, my feet hurt.
      Gwen: Yeah, well, one of these days, you're gonna screw around and get your own butt kicked, and I hope I'm there to see it.
      Ben: Dream on, geek face.

    • Grandpa Max: Remember to think out there, Ben. Don't just try to muscle it. Might isn't always right.
      Diamond Head: I know, but it's always fun.

    • Tetrax: Your choice of warriors is based solely on brute strength without regard for any strategy. Do you ever pause to consider your actions at all?
      Diamond Head: Hey, I kick more than my share of alien butt!
      Tetrax: (sarcastically) Such as your recent success in the mine shaft with the bounty hunters.
      Diamond Head: It was two against one. (starts attacking Tetrax, who easily dodges his attacks)
      Tetrax: (still fighting Diamond Head) You were moments away from losing your life, and the Omnitrix. Victory should have been swift and effortless.

    • Gwen: No sign of crab guy, yet.
      Ben: Well, he better not show up if he knows what's good for him.
      (Sixsix starts cutting a hole in the roof of the RV)
      Gwen: I think we just picked up a hitchhiker!

    • Grandpa Max: Aha! I think I found the problem. (pulls a pipe from the RV, which has a spike from Diamond Head in it) Leaky fuel line.
      Ben: Uh... Lucky shot?

    • Ben: (looking around) Huh. Looks like nobody's home.
      Gwen: Not for a while. My IntelliMap program says this is Slaterville. Incorporated in 1857 after the discovery of silver. Went bust in the late fifties when the mine ran out.
      Ben: Why does everything out of your mouth sound like a book report?

  • Notes

    • This is the first appearance of Tetrax and SixSix.

    • Second and first appearance of Diamond Head since "And Then There Were Ten." Second appearance of Ghostfreak and Grey Matter.

    • Ben claims his experience as Ghostfreak, in this episode, was even weirder than previous times he's used him. Either he's referring to the effect of Kraab's chemical, or this could be slightly subtle foreshadowing to "Ghostfreaked Out."

    • Ben's transformation into Diamond Head is different from how it was in "And Then There Were 10." His skin now shines brightly before the diamonds cover his body, and the spikes are seen coming out of his back.

    • We get to see what Ghostfreak's innards look like in this episode, via Kraab's visor.

    • This is the first time we see Ben use one of the aliens more than once in the same episode (Diamond Head).

    • Tetrax is about as tall as Grandpa Max.

    • This is the second appearance of Vilgax.

    • The RV gets damaged twice in this episode. These damages include:

      1) Broken fuel line
      2) Flat tires

    • While Diamond Head's eyes are yellow, Tetrax's are green, showing us that it's not just humans who have different eye colors. Tetrax also has no back spikes (although having them would have been too much of a giveaway).

    • This marks the first time Ben meets an alien of the same species as ones from the Omnitrix. He meets Tetrax, an alien of the same race as Diamond Head.

    • Cartoon Network (UK) airdate: Saturday, March 25th, 2006.

    • This is the first episode where Ben uses less than four transformations.

    • This episode is based on having Ben learn that brains are better than brute strength. In the end, he chooses the weaker alien, in this case, Grey Matter, to stop the bounty hunters, instead of the stronger one.

    • Tetrax gives Ben his hoverboard at the end of the episode.

    • Grandpa Max shows that he is able to jump far distances, despite his age and weight.

    • Kraab explains that Ghostfreak's body is made out of a protoplasm that can change its density. The slime he shot Ghostfreak with solidified that protoplasm, rendering him useless. Click here for more information.

    • Main Transformation(s): Diamond Head.

    • Kraab spins his legs in much the same manner as the giant robot droid in the first episode. They even use the same sound effect when this happens.

    • Additional information about the Omnitrix is revealed, in which it's now known, that the Omnitrix uses alien DNA that binds to the host's genetic structure. This explains why the Omnitrix won't simply come off, as well as being the most powerful weapon in the galaxy and the key to an epic battle between good and evil.

    • Main Villain Bios:
      1) Sixsix - One of the three alien bounty hunters sent by Vilgax to take the Omnitrix from Ben, and the only one who doesn't speak English, but rather a foreign alien language. He has purple armor and strange, clamp-like feet. He also has a jet-pack on his back. His armor is covered with pockets containing various weapons and tools. He also has several claws and an extra hand that extend from his back.

      2) Kraab - One of the three alien bounty hunters sent by Vilgax to take the Omnitrix from Ben. As his name suggests, he resembles a fiddler crab. He has gold armor, a sideways mouth, four scythe-like legs, and a large, powerful pincer on his left hand. Within the pincer is a powerful blaster. He also carries a rarely-used sword on his back. He can spin his four legs and burrow his way through the ground to move quickly between places.

    • Ben learns the actual name of the Omnitrix in this episode.

    • Main Ally Bio: Tetrax is from the same alien race that Ben's Diamond Head form is based on. He wears a nearly impenetrable suit of grey armor and carries an extremely powerful rifle. He uses a hoverboard for transportation. Unlike the other mercenaries, he intends to retrieve the Omnitrix in order to fight against Vilgax.

    • Ben manages to keep the Omnitrix, in spite of the three expert bounty hunters hired by Vilgax to retrieve it.

    • New Alien Abilities:
      1) Diamond Head can fire diamond projectiles from out of his hands.

      2) Ghostfreak can move his eye throughout the black lines on its body. He can also make a person shiver when he passes through them.

      3) Grey Matter has been shown in action in this episode and this is the first time that Grey Matter has actually defeated an opponent. It is also revealed that he is indeed intelligent and knowledgeable in technology.

    • Alien Form(s) Used:
      1) Diamond Head.
      2) Ghostfreak.
      3) Diamond Head (2nd time).
      4) Grey Matter.

    • Main Villain(s): Kraab & Sixsix.

  • Allusions

    • Ben: That was weirder than when I normally "go Ghostfreak."
      In the cartoon Danny Phantom, Danny uses his battle cry, "Going Ghost," before morphing.

    • Silver Mine: Chase Scene
      The scene in the mine where Kraab chases after Ben and the others is an allusion to many monster movies where people are chased through corridors. The part where Kraab trips and crashes through a wall is a commonly-used scene in those movies. The fact that it takes place in a silver mine and they're being chased by a giant crab is likely an allusion to The Boogens, which features similar creatures and a similar locale.

    • IntelliMap: Device
      When Gwen is explaining the history of the town, she says that she got the information from her IntelliMap program. The IntelliMap is actually a device made by Eagle Electronics, and is capable of almost everything she stated.

    • Slaterville: Name
      The definition of slater is one who lays slates or one who slates buildings. It's clear that they simply took the word and added "ville" to the end to make the town name. Additionally, there is a Marriott-Slaterville in Utah and a Slaterville Springs in New York.

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