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Mall Cop #1/Mall Official
Newscaster/Mall Cop #2
Pay Attention: When Upgrade is on top of the mall building trying to get the clock from the clock tower and the cops in the helicopters are battling him, for some reason he is running like Wildmutt.
Pay Attention: When Ben is in hypnosis, trying to get the clock from the clock tower, Grandpa Max says, "I'd better get up there," but when they show Grandpa Max again, he was still standing by Gwen and took no action at all.
Look Closely: In the scene where Gwen pretends to be hypnotized, the ice cream container has no lid.
Pay Attention: After everyone is freed from Sublimino's hypnosis, Grandpa Max and Gwen are standing outside of the car they were driving. But when Sublimino tries to make a run for it, Grandpa Max is back inside the car.
Outside Knowledge: The mall security helicopters had laser guns. No mall helicopters contain laser guns or armed devices.
Look Closely/Pay Attention: Gwen and Max watch Gwen's videotape from earlier when determining that Sublimino is responsible for Ben's actions. The video shows Sublimino facing the camera during his hypnosis routine. From where Gwen was standing, his back should have been to the camera.
If the Omnitrix zapping out took him out of the trance, why didn't he go out of the trance when the louder sound of him turning on the Omnitrix went off?
Pay Attention: When Ben is Heat Blast, Gwen mentions him being hypnotized, but at that point they thought he was sleepwalking.
Gwen: (seeing Ben getting hypnotized) Total blackmail time. (holds up video camera)
Sublimino: (to Upgrade) Who are you? What happened to the guy that look like a "walking chandelier"? Well, who care's as long as you do what I say. Now get out of here before the cops see you.
Ben: A hero's work is never done.
Ben: (after Gwen knocks him off the bed) You're enjoying this, aren't you?
Gwen: (blowing him with a fog horn) Now what makes you say that?
Gwen: I've got the perfect solution to your sleepwalking problem. If you can't touch the Omnitrix, you can't go alien. (holds up handcuffs)
Ben: Where'd you get those?
Gwen: Survivalists R Us. They have a very extensive selection.
Mall Official: This was an isolated incident. The mall is open for business. Shopper safety is our number one priority.
(Upgrade turns a clock face into a makeshift helicopter and flies off)
Gwen: Time sure flies when you go alien.
Gwen: 500 stores, 72 restaurants, 48 movie screens, an indoor roller coaster,...
Ben: We could just spend the whole summer here! This place has everything!
(an alarm sounds)
Officer: Halt in the name of mall security!
Grandpa Max: Including their own police force.
Wildvine: Hey! Why does Gwen get to drive?
Grey Matter: (monotone) Take me to your leader.
Ben: (trying to hypnotize Gwen) Your eyelids are feeling heavy, you are falling into a deep sleep.
Grandpa Max: Hey, Ben, what are you doing back there?
Ben: Uh, nothing. (to Gwen) You are now completely under my power.
Gwen: Yes, master. Your wish is my command.
Ben: Whoa, cool, it worked! Now, get me some ice cream.
Gwen: Yes, master. (goes to get ice cream)
Ben: This summer just got a whole lot better.
(Gwen comes back with ice cream in hand)
Ben: Now, give it to me.
Gwen: Yes, master. (puts the ice cream on Ben's head)
Gwen: Ha! Psyche! You want anything else, "master"?
Ben: Just a different cousin.
Grandpa Max: Gwen's got a point. We're going to have to keep you awake and away from people until we can figure out how to stop your midnight strolls.
(Ben starts falling asleep; Gwen throws a glass of water in his face)
Ben: Hey! What did you do that for?!
Gwen: Just doing my job.
Gwen: (to Upgrade) Ben, wake up! You're sleepwalking!
Grandpa Max: It's no use, Gwen, he can't hear you. He probably has no idea what he's doing.
Gwen: So what else is new?
Grandpa Max: (sees hypnotized Ben acting like a chicken) Uh, why is Ben acting like a chicken?
Gwen: It's my early Christmas present.
Sublimino: I am about to take you on a journey through that mysterious realm knows as... the mind. First, I shall require some volunteers.
Ben: Oh, gimme a break. Only somebody with half a brain can be hypnotized.
Gwen: (raises Ben's hand) Hey, here's a volunteer for you!
Ben's secret is nearly revealed in this episode.
At the end of the episode, Ben can be seen putting Sublimino's watch into his box of souvenirs.
Sublimino refers to Diamond Head as a "walking chandelier." Lieutenant Steel also said this line in "Framed."
Main Villain Bio: Sublimino - Sublimino is an evil hypnotist who uses hypnosis to force people to commit crimes for him. Ben ended up as one of Sublimino's victims, and Ben's aliens forms proved instrumental in retrieving the necessary parts to build a giant hypnosis machine, allowing Sublimino to control an entire mall full of people. When Sublimino hypnotized everyone in the mall, Ben escaped the trance and broke the handcuffs Gwen had placed on him. As Wildvine, he brought down Sublimino and broke his hypnotic spell.
New Alien Abilities:
Upgrade is shown to be able to travel through electrical wires, entering via a streetlight outside the mall and resurfacing through the Mega Mall's neon sign in this manner.
Cartoon Network (UK) airdate: February 12, 2007.
This is the second episode in a row to feature Heat Blast in a non-speaking role.
This is the first time Gwen refers to the RV as "The Rustbucket."
These are the things Gwen does to keep Ben awake:
1) Throws a glass of water at him
2) Plugs his nose so he can't breathe
3) Puts ice down his back
4) Knocks him off his bed
5) Blows him with a fog horn
This is the second time Ben has driven a bull dozer. The first being in "Camp Fear."
Here are the items that Sublimino had Ben's aliens steal:
1) Diamond Head - roller coaster motor
2) Upgrade - clock
3) Heat Blast - metal chord
The trademark deactivation sound of the Omnitrix broke the trances that Ben was in while hypnotized.
Sublimino's goal was to create a giant hypno-watch to hypnotize the people in the mall and then the entire world.
This is the first time Ben mentions his mother.
In the scene when the RV is being chased by Mall Security, the RV is rendered in CGI.
Upgrade "mergings": a helicopter, the clock, and a bulldozer.
This episode was originally planned as the premiere episode of the third season.
Main Villain(s): Sublimino.
Alien Form(s) Used:
2) Grey Matter.
3) Diamond Head (off-screen; not shown).
5) Heat Blast.
This episode first aired in Cartoon Network Video Online as a promotional showing.
Survivalists R Us: Name
The store where Gwen bought the handcuffs has a name based on the real store "Toys R Us."
Sublimino's voiced by Richard Horvitz, who also does the voice of Grey Matter and the title character for Invader ZIM. There was also an episode where ZIM used hypnotism.
The mall is a parody of The Mall of America, located in the Twin Cities suburb of Bloomington, Minnesota. It has several stores, a movie theater, and an indoor amusement park with two roller coasters.
Midnight Madness: Episode Title
In addition to referring to how characters in this episode act unusual and go on crime sprees when they fall asleep at night, "midnight madness" is also a popular term for a store-wide sale that occurs in the middle of the night, usually starting at midnight. As this episode takes place in a mall, the title has a double meaning.
Sublimino's name is derived from the word subliminal, meaning to stimulate and produce a sensation beyond the threshold of consciousness.
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