Marty/Ice Cream Employee
Huge Limax/Bad Guy #1
Bad Guy #2
Look Hard: There is a shuffleboard court where Aunt Vera lives. The black disks the Limax used to attack Ben and Gwen with are the shuffleboard pieces.
Look Closely: When Wildmutt grabs the Max Limax, his lips are momentarily orange.
Near the end when Heat Blast fires at the water pipe, the Limax dodges the blast, allowing it to hit the pipe. This makes no sense, the Limax gains strength from the fire, so why would it dodge it? It's also the only time it responded this way, all other times it allowed the blast to hit it.
Look Closely: The crater left behind after the ship took off is much too shallow, considering how much of the ship was underground.
Look Closely: During the fight in the cavern, when Ben selects Heat Blast and is about to slam his palm onto the Omnitrix, you can clearly see that the Omnitrix does not display the selection screen, even though Ben had already selected Heat Blast.
Look Closely: When Marty opens the trapdoor for the first time, a staircase can be seen inside it. When Gwen opens it, the staircase has been replaced by a ladder.
Look Closely: When the Limax throw a car at Ben and Gwen, there's a part where Ben doesn't have the Omnitrix on. It's the first scene after the commercial break.
Look Closely: The speedometer on the golf cart goes from 0 to 7 to 15 to 30 instead of increasing at a constant rate.
Look Closely: The first time Aunt Vera is seen in the alien ship, her pod is attached to the pillar in the center of the ship. When she is seen again, however, her pod is attached to one of the indents on the floor.
Pay Attention: Just before the Limax disguised as Marty, Vera, and the other old man change into their true forms, Marty is shown to be on the far right. When he transforms, however, he's now standing in the middle. The three transformed Limax also constantly switch places before reforming into the single, giant Limax.
Pay Attention: When Ben and Gwen go to the dump to get to the trapdoor, the distance between the dumpster and the gate has been shortened considerably.
When Ben and Gwen were being chased by the Limax, they get a car thrown at them. A car as damaged as that would not go unnoticed by the residents, but nothing happened afterwards.
Ben: (in golf cart, dodging Limax attack) Nooooo.
(Heat Blast shoots the large Limax)
Limax: Whatever you are, you just made a big mistake! Us Limaxes live for the heat. Why do think we came to the desert in the summer?
Ghostfreak: There must be something fun to do around here. (spots golfcart) Hello...
Ben: (grabs golf club) Fore! (cuts Marty's hand off)
Grandpa Max: (referring to the gelatin mold) Oh, Vera, this is delicious. Now, what are these brown chunks in the mold?
Aunt Vera: Pork chops. And the white part's cauliflower.
(Ben & Gwen were about to eat it, but get grossed out about what Vera said)
Grandpa Max: (referring to the old people) We should put them all back in their condos so they think they never left.
Gwen: (complaining) But that could take hours...
Heat Blast: Give me a few minutes, I'll see if XLR8 can help out.
(Wildmutt crashes into a wall; transforms back to Ben)
Gwen: Hey, freak-show, what do I look like? A crash-test dummy?
(Wildmutt was about to hurt the alien that looked like Grandpa Max)
Limax: (in the form of Grandpa Max) You wouldn't wanna hurt ol' Grandpa Max, now, would ya? (kicks Wildmutt)
Gwen: (jumping onto Wildmutt's back) Hey, short, dumb, and hairy, rule one: he's not Grandpa, he's an alien freak. And that leads to rule two, which is we kick alien butt!
(Wildmutt leaps onto the side of a wall and jumps onto the floor)
Gwen: Does the expression "look before you leap" mean anything to you?
(Wildmutt growls at the Limax's secret base)
Gwen: Got it. (heads to the trap door) That's scary, I'm starting to speak mutt!
Ben: It's right over there!
Gwen: Just follow the disgusting smell.
Ben: She's totally one of them!
Gwen: One of what?
Ben: Whatever's possessing these old people. Something or someone's got to Aunt Vera and who knows how many other of the fossils around here!
Gwen: You know, ever since you've had that watch, you're like a magnet for the weird.
Ben: (in a strange voice) You're right. (pretends to be a magnet pointing at Gwen)
Gwen: Very funny.
Ben: (running into Aunt Vera's condo) Grandpa! Gwen!
Grandpa Max: Shh... your Aunt Vera is in bed.
Ben: Seriously? It's, like, only 6:30. (immediately talks about what happened) Never mind. Listen. This place whole place is way creepier than I thought. First, this old lady runs up a wall, and then munches a fly. Then Marty, that weird next door neighbor, is an E.T. or something with a face in the back of his head and these long, sticky arms, and this body that oozed right through this gate, and--
Gwen: Ben, you snuck out. Aunt Vera was hurt.
Ben: Eh, she's old, she'll forget.
Ben: (closes bathroom door behind him) It's attack of the old people! I gotta get out of here!
Aunt Vera: So, Ben, what have you been doing so far this summer?
Ben: Dealing with alien life forms.
Aunt Vera: Oh, you!
(Marty roars at Ben through a window)
Ben: Well, they really make you feel welcome here.
Grandpa Max: (to Ben) Just watch your cheeks, Vera's a pincher.
Ben: (places food on Gwen's plate) I am totally stuffed.
Aunt Vera: Ben, would you like some candy?
Ben: Now we're talking. (takes piece, then spits it out) Ugh! Coffee, as a candy? Is this some kind of joke?
Ben: (driving a golf cart; to Marty) Uh, I didn't see your face suddenly pop on the back of your head. I swear! What kind of vitamins are these freaky old people taking?
Marty: What about the young ones?
Aunt Vera: Too chewy. They need to age more before they get nice and tender.
Ghostfreak: (sees old lady jump onto ceiling and eat a fly) Yuck! No way. Ninja old people.
Aunt Vera: And this one is a ballentiana. (hands Gwen a large shell) Can you hear the ocean?
(Gwen listens to the shell)
Ghostfreak: (in a low, raspy voice) Loser. Loser. Ha ha ha ha ha!
Ben: Oh, man. This summer was supposed to be about F-U-N, not hanging out in some old lady's place.
Gwen: I like Aunt Vera.
Ben: Duh. That's because you act like you're 100 years old.
Gwen: What do you have that's nonfat with less than 3% sugar?
Ice Cream Employee: Napkins. (turns to Ben) What about you, kid?
Ben: (sees bad guys outside) I'm about to go rocky road!
Grandpa Max: Well, maybe we should do some investigating, but you stay as you are. (changes voice to much older-sounding voice) Us old fogies don't forget as much as you think.
Ben: (opening refrigerator) Prune juice, prune juice, and, oh, what a surprise, more prune juice. Why does it seem old people were always old?
(Aunt Vera appears)
Gwen: Morning, Aunt Vera. How'd you sleep?
Aunt Vera: Just fine. How about you? (grabs Ben's cheek)
Ben: Fine, Aunt Vera.
Gwen: I made you some coffee. (drops tray of coffee and water) Sorry!
Aunt Vera: (jumps up to avoid liquid) Clean it up! Clean it up right now!
Aunt Vera: I can't believe you're finally here! And look at you two! So grown up! (pinches Gwen's cheeks)
(Aunt Vera turns to Ben and pinches Ben's cheeks)
Ben: (to the Limax) You guys really burn me up... (transforms into Heat Blast)
Heat Blast: Now, I'm going to return the favor.
Gwen: (while riding on Wildmutt's back and while Wildmutt runs) Whoa! You don't come with seat belts, remember?
Ben: (sniffs the air in Aunt Vera's home) Why do old people's houses always smell like somebody's cooking socks or something?
Ben: This is gonna be so boring. Their idea of excitement is probably watching the grass grow. (sees an old man do a backflip after falling off roof) Whoa! Did you see that?
Gwen: (looks out window) See what? The heat must be frying that pea-sized brain of yours.
Grandpa Max: Great work, Ben.
Upgrade: Oh, yeah! I'm ready for anything! Bring it on! What's next?
Grandpa Max: We're heading off to see your Aunt Vera for the weekend.
Upgrade: Aw, boring old Aunt Vera? N-O-O-O-O-O-O!!!!
Second appearance of Wildmutt, third appearance of Heat Blast.
This is the first time in the series when Ben goes alien five times (although XLR8 did not appear, but was used).
Main Ally Bio: Aunt Vera - Aunt Vera is Ben's aunt, a stereotypical "senior citizen" who lives in a retirement community in the desert. The specific location is unclear. She seems to have a similar cooking taste to Grandpa Max, making food that, while not as strange, is certainly unusual even for the current day and age. Her cooking habits are similar to those of women in the 1950s in that she makes gelatin molds with odd contents, such as pork chops. Ben doesn't seem to have much interest in Aunt Vera.
Main Allies: Aunt Vera.
Main Transformation(s): Ghostfreak & Heat Blast.
Cartoon Network (UK) airdate: Saturday, March 18th, 2006.
New Alien Form Bios:
1) Ghostfreak is a shadowy, phantom-like alien that has the ability to phase through solid objects, such as walls, and become invisible at will. Ghostfreak also exhibits limited telepathic and telekinetic abilities. Ghostfreak's main weakness is direct light, which makes him visible and vulnerable.
2) Upgrade is a biomechanical alien with liquid metallic skin and a system of organic "circuits." Upgrade has the ability to merge with any technology and bring it to life with enhanced abilities. Upgrade's weaknesses are corrosives (acids) and electromagnetic energy.
Both Aunt Vera and Gwen are avid bird enthusiasts.
The music is a strong part of the show. Notable pieces were the eerie music for Ben's transformation into Ghostfreak and the rising notes when Wildmutt picked up a surprised Gwen before leaping into the trapdoor's tunnel.
Aunt Vera enjoys making gelatin molds. The first one she made consists of pork chops and cauliflower with a color of orange. The second consists of grouper and chickpeas with a color of green.
With this episode, Ben has transformed into every one of his ten alien forms at least once.
Main Villain Bio: The Limax - A group of aliens with the ability to shape-shift into any form. They capture their victims and trap them into green egg-looking pods. Their strength is heat, and their weakness is water.
Upgrade's voice is exactly like Ben's.
Ben supposedly used XLR8 at the end of the episode, but it wasn't shown on-screen.
Alien Form(s) Used:
4) Heat Blast.
5) XLR8 (not shown, although Ben mentions him).
New Alien Form(s) Accessed:
Gwen likes non-fat, low-sugar ice cream.
Ben does not enjoy being around old people, but his Grandpa Max is an exception.
Main Villain(s): The Limax.
Ben & Danny: Similarities
Ben and Danny (from Danny Phantom) are very similar. Both have access to a ghost (Ben, being Ghostfreak, Danny being his ghost half) that soon becomes evil for almost the same reason. Both Ghostfreak and Dark Danny were only good because the humans were in control of their powers, but soon break free of control and try to destroy the humans.
Upgrade's color scheme being visible on the objects he possesses similarities to Overload from the Teen Titans series. When Overload possessed a car in "Car Trouble," the car was colored the same as his disk head.
When the old man's head turned 360 degrees to notice Ben, it was exactly like the scene where Reagan's head turned 360 degrees.
Upgrade is capable of merging with various forms of technology and enhancing them far beyond their original performance levels, similar to the main antagonist of Code Lyoko, X.A.N.A. But Upgrade is more based on the Marvel comics character Warlock, who has the same abilities Upgrade has, except Warlock could disguise himself like a normal person.
The Limax: Slugs
Limax is a genus of the Limacidae family, which consists of slugs. The term limax also means slug-like, which the Limax resemble after being exposed to water.
Gwen: So, where are we headed now, Sherlock?
This quote is a reference to the famous detective, Sherlock Holmes, and by the way Gwen was acting, she was Watson.
The Limax: Signs
M. Night Shyamalan's movie, Signs, featured aliens that were weak against water. In "Permanent Retirement," the Limax were also weak against water, relating them to the alien(s) in Signs.
Golf Cart: Chase Scene
The chase between Ben in the golf cart and the old man is exactly like the chase scene between the T-1000 and Sarah Connor in her car in Terminator 2: Judgment Day.
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