Ben 10

Season 3 Episode 2

Midnight Madness

Aired Saturday 10:00 AM Dec 02, 2006 on Cartoon Network
out of 10
User Rating
41 votes

By Users

Episode Summary

When Ben is hypnotized, he begins breaking the law while sleepwalking. Once the evil hypnotist called Sublimino discovers the aliens at his disposal, he plots to put hundreds of people under his control forever.

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  • good show.

    When Ben is hypnotized, he begins breaking the law while sleepwalking. Once the evil hypnotist called Sublimino discovers the aliens at his disposal, he plots to put hundreds of people under his control forever.

    The Tennysons have just finished their shopping at a mall, and suddenly, they encounter that two robbers are on the loose. The mall security is out after them, however, they were able to get away. Ben transforms to Wildmutt and find that the two figures were innocent-looking senior citizens. Wildmutt struggles to fight against them, while guards come in and mistake him as part of the heist. Fortunately, Grandpa Max was there in time to pick him up. As the cops chase the RV, they crash onto a street light pole, which required them to wait a few days for spare parts. The next day, Gwen and Ben are inside the mall, and there, a bulletin catches their attention. It was a performance by a man named Sublimino, a master of hypnosis. His techniques are highly notable, yet his motives may be as guilty than it looks.moreless
  • Ben serving Gwen?

    I totally liked the part when Gery Matter was doing whatever Gwen told him to do.I know why this episode is called Midnight Madness:becuz Ben was hypnotized every midnight and the madness began as he did what that shorty guy wanted.That manager of the shop just said that same sentence.Those old hypnotized people Wildmutt was active and alert.I wish Upgrade did control that huge tower clock.Heatblast made the room hot.This episode reminds me of the song Too Little Too Late by JoJo.Gwen driving?And I thought Ben was sometimes complaining and arguing with Gwen.Wildcine did help a lot.The mall is saved.moreless
  • Ben finds himself being hypnotized into stealing various items for Sublimino.

    This episode was very funny. I loved the scenes where Gwen was trying various tricks to keep Ben awake. I especially liked the part where she had Grey Matter do stuff for her. It was funny to see Ben and Gwen fight over the camera after she showed him what she made him do for her! I also liked the ending scene where everyone was hypnotized by Sublimino and Ben was trying to stop them with his hands in hand cuffs. One scene I don't care for was the beginning scene were Wildmutt was attempting to stop those old people. Old people just aren't meant to fight like that (lol).moreless
  • Terror at the Mega Mall!

    Just another fun episode of Ben 10! Our favorite trio winds up having another crazy adventure in the middle of a Mega Mall. Ben winds up getting hypnotized by Sublimino, a seemingly harmless third rate hypnotist. Besides a little blackmail on film by way of Gwen, nothing really seemed to be wrong until Ben begins sleep walking and going alien. The first clue comes when the ferris wheel motor is stolen and a large crystal shard is found. Then later on, Ben wakes up Gwen, goes Upgrade, and causes a huge ruckus. Besides freaking out some cops he winds up stealing a clock right out of the clocktower. Gwen and Max figure they have to keep Ben awake to keep him from causing trouble, but they end up exhausting themselves in the process. Ben goes Heatblast and hits the hardware store with some "friends" and starts melting down a bunch of chains into one long chain until the SWAT team shows up. Gwen thinks that if Ben can't touch the Omnitrix he can't cause trouble, but just then Sublimino unleashes a giant hypno watch and hypnotizes the entire mall excluding Ben who escapes. Ben goes Wildvine and saves the day... again!moreless
  • It's a "Midnight Madness" at the mega mall, and Ben finds himself being used!

    Ben, Gwen, and Grandpa Max finish up their shopping that night. As they were about to leave, they catch two shadows that robbed the place, and Ben decides to transform into Wildmutt to catch up to them. The mall security also comes out in the process. In a puzzling situation, the two figures were able to use a nearby street lamp to jump up to a level in the parking structure to get away from the cops. Fortunately, Wildmutt was able to get to them. The situation gets even more confusing when the two figures were revealed as two senior citizens. The cops come and mistake Wildmutt as the dog of the robbers. They chase after him, and it causes Grandpa Max to crash onto a pole, and they needed to stay put at the area until new parts for the RV arrives.

    At the mall, Gwen and Ben take a stroll around to see if anything would be interesting. Gwen catches a bulletin board and it says that a performance by a man named Sublimino is able to use hypnotism as entertainment. Gwen decides to volunteer Ben. Immediately, she was entertained, but not anymore after Ben was told to become an alien. Gwen pushes Ben out of the way where no one can see him.

    Grandpa Max and Gwen are awoken by Ben after he mysteriously walks out of the RV. It seems that he is being controlled by some force. Sublimino is using Ben and his alien forms to his advantage to steal things for him.moreless
Meagan Smith

Meagan Smith

Gwen Tennyson

Paul Eiding

Paul Eiding

Grandpa Max

Tara Strong

Tara Strong

Ben Tennyson/Upgrade

Dee Bradley Baker

Dee Bradley Baker


Jim Ward

Jim Ward

Diamond Head/XLR8/Wildvine

Richard Horvitz

Richard Horvitz

Grey Matter

Richard Horvitz

Richard Horvitz


Guest Star

Tara Strong

Tara Strong

Volunteer #2

Recurring Role

Dee Bradley Baker

Dee Bradley Baker

Mall Cop #1/Mall Official

Recurring Role

Jim Ward

Jim Ward

Newscaster/Mall Cop #2

Recurring Role

Trivia, Notes, Quotes and Allusions


  • TRIVIA (8)

    • 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.

  • QUOTES (15)

    • 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.

    • (repeated line)
      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)
      Ben: Hey!
      Gwen: Ha! Psyche! You want anything else, "master"?
      Ben: Just a different cousin.
      (Gwen laughs)

    • 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!

  • NOTES (20)


    • Survivalists R Us: Name
      The store where Gwen bought the handcuffs has a name based on the real store "Toys R Us."

    • Sublimino: Voice
      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.

    • Mega-mall-opolis: Appearance
      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: Derivation
      Sublimino's name is derived from the word subliminal, meaning to stimulate and produce a sensation beyond the threshold of consciousness.