TV News Reporter
Look Closely: The hostage being held by the criminals in the beginning of the episode looks quite similar to Dr. Kelly from the episode "Washington B.C." In this case, his features have been darkened to make him appear younger.
Look Hard: In the sequence where the Omnitrix aliens attack the ice fortress, Ripjaws is the only alien not seen.
Look Closely: After Ben tells Gwen and Grandpa Max about Vilgax's message, you can see a teddy bear in Gwen's bed looking upright toward the ceiling.
Look Closely: After Grandpa Max tells Ben not to go alien in the RV, you can see a Saturn-shaped magnet on the refrigerator.
Look Hard: When Grandpa Max and Gwen first see Vilgax, you can see Gwen in the passenger seat next to Grandpa Max looking shocked and surprised.
Look Closely: At the same time Ben is trying to activate the Omnitrix, the robot drones are shooting at the RV and causing various items to fall off shelves behind him. The items include: a clipboard, a mug, and a pen.
Look Closely: The two police cars at the beginning of the episode have the number "2577" written on the top of the car.
When Vilgax touches Stinkfly's Omnitrix symbol, Ben says, "Hey, how'd you do that?" even though he saw what Vilgax did.
Listen Carefully: When Ghostfreak phases through a drone and says, "Oh, man!" his voice is Four Arms' voice.
How was Upgrade able to push Vilgax out of the ship if Heat Blast, XLR8, and Diamond Head couldn't even move him an inch?
Look Closely: When Stinkfly flew out of the RV, the door was open, but when he flew up toward the robot drones, the door was shut.
Running Gag: Ben's eyebrows are black when he tells Grandpa Max and Gwen his dream about Vilgax, but when he asks Gwen if he can play a game on her laptop, his eyebrows are brown.
When Grandpa Max begins the drive to Mt. Rushmore, the flowers in his shirt are red instead of the usual orange.
Grandpa Max was standing next to Gwen as Vilgax's ship exploded, but when they look up to watch the remains of the ship fall, he is nowhere to be seen.
Pay Attention: When Vilgax explains to Ben his plans for the Omnitrix, his ship is taking off, but when Grandpa Max and Gwen are about to get aboard, it is just getting ready to take off.
Look Closely: In the sequence where the Omnitrix aliens attack the ice fortress, we see some of the aliens in their usual clothes, but in "Gwen 10," Gwen transformed into some of the aliens with her clothes, not Ben's clothes.
Look Closely: After being tossed halfway across the city by Vilgax, Heat Blast tries to slow Vilgax down by melting a significant portion of the street. In the following scenes, however, not only is the street still intact, but the damage caused by Heat Blast's previous impact is gone.
Look Closely: When the criminal uses his weapon to destroy a police car, the number on the top of the car has disappeared.
Look Closely: After Gwen tells Ben to entertain himself, his eyes switch from their normal color to simple black pupils like Grandpa Max has.
Heat Blast: (after melting the tar and walking towards Vilgax) Not so tough when you can't move, are you?
(the RV pulls up between Vilgax and Heat Blast; Gwen opens the door)
Gwen: Ben, Grandpa says to get in. NOW!
Heat Blast: What are you talking about? I'm just about to kick alien butt! (reverts back to Ben)
Grandpa Max: Benjamin, get in!
(Ben gets in and shuts the door; the RV drives away, leaving Vilgax stuck in the tar staring after them)
(after Ben escapes from Vilgax's exploding ship)
Gwen: Not bad for a doofus.
Ben: Grandpa, we need to talk.
(they all smile as the rubble from Vilgax's ship falls to the ground)
Ghostfreak: (searching the empty RV) Grandpa? Gwen? (passes through the back and stops) No!
(Vilgax is holding Gwen and Grandpa Max; Ghostfreak transforms into Wildmutt, then roars)
Vilgax: It's your choice: you or them.
(Wildmutt surrenders; Vilgax drops Gwen and Grandpa Max, deactivates the Omnitrix, then grabs Ben)
Vilgax: How noble.
(Four Arms tries to attack the robot drones, but transforms into Ghostfreak)
Ghostfreak: Oh, man. (transforms into Grey Matter as a drone passes through him; Grey Matter starts taking apart the drone)
Grey Matter: A little alien know-how and the toaster is toast. (jumps onto another drone and transforms into Upgrade)
Upgrade: (merges with the drone) Try picking on someone your own size. (destroys most of the remaining drones)
(after Grandpa Max blasts Vilgax)
Ben: Grandpa, you know this guy?
Grandpa Max: It's a long story.
(the cylinder covering the Omnitrix begins to spark; Ben starts transforming at random)
Diamond Head: What's going-
Grandpa Max: The power surge must have affected the watch.
(Wildmutt transforms into Four Arms; he breaks free of his restraints)
Gwen: Look out!
(robot drones attack them)
(Vilgax prepares to remove Ben's arm, but stops when he hears honking; the RV comes crashing through the wall and hits Vilgax; Grandpa Max climbs out carrying his weapon)
Alarm Voice: Warning. Hull breach. Power surge.
Grandpa Max: Claws off my grandson, Vilgax.
(Grandpa Max blasts Vilgax)
Gwen: There's the spaceship.
Grandpa Max: We have to get aboard.
Gwen: Get aboard? How?
(Grandpa Max smiles and activates a control, causing the bumper of the RV to open up; the RV goes much faster and they jump to the ship; Gwen screams)
Vilgax: Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.
Grandpa Max: This weapon is keyed into Vilgax's bio-signature. Hopefully, it will take him down for good, this time.
Gwen: This time?
Grandpa Max: There's a small, red button under that cabinet. Press it.
(Gwen does so and a holographic display pops up from the dashboard)
Grandpa Max: GPS-assisted tracking system. It's locked on the watch's signal. You navigate.
Stinkfly: (after defeating the robot drones) Float like a butterfly, but sting like a Stinkfly.
(Vilgax tackles Stinkfly)
Vilgax: (holding onto Stinkfly's tail) Give me the Omnitrix.
(Stinkfly knocks him to the ground with slime; Vilgax breaks free of the slime and tries to tackle Stinkfly again; Stinkfly dodges)
Stinkfly: Who is this guy?
Gwen: (as they flee Vilgax) Two robot goons: closing in fast.
Grandpa Max: Hold on. (starts swerving back and forth)
Gwen: We can't keep this up forever.
Grandpa Max: Things are gonna get a whole lot worse if we don't get to Mount Rushmore.
Gwen: Why? What's at Mount Rushmore?
Grandpa Max: Gwen, this is not the time to explain. You're gonna have to trust me.
Ben: (activating the Omnitrix) Well I'm not going down without a fight. (transforms into Stinkfly)
Grandpa Max: Ben, wait!
Heat Blast: (destroys four of Vilgax's drones) Hey, why don't you pick on someone with real firepower?
(the remaining drones surround him)
Heat Blast: Oh, man, I didn't mean all at once. Why do I get the feeling you were expecting me?
Ben: (sees Rapid City in flames) What's going on over there?
Grandpa Max: I'm sure the local authorities have the situation well in hand.
(people are screaming and fleeing in terror in the city as Vilgax's drones decimate it; Ben sees a large mushroom cloud come from the city)
Ben: Looks like it's hero time.
Grandpa Max: Ben, I don't think that's the best idea.
Ben: Time to turn up the Heat Blast on these guys. (transforms into Heat Blast)
Robotic Lieutenant: We have lost the Omnitrix signal.
Vilgax: No matter. I've narrowed down its location. (looks at images of Ben's heroic acts) I know just how to draw this Earthling out. (punches screen)
Grandpa Max: Vilgax, no! Don't go back in there.
Vilgax: (ignoring him) Foolish Earthling. Why won't I... The auto-destruct launch sequence has been initiated! (tries to de-activate it, but fails) Tennyson! You are the thorn in my side.
Ben: (blasts Vilgax with Grandpa Max's weapon) Guess it runs in the family.
Alarm Voice: Commencing self-destruct launch.
Vilgax: (screaming) No!
Grandpa Max: (driving through Vilgax's ship in the RV) Better hang on to something. This may get a little bumpy.
Ghostfreak: (emerging from the mountain) Please don't switch on me now. (sees Vilgax's crashed ship) Oh, no!
Grandpa Max: You all right, Gwen?
Gwen: (groans) At times like this, going back to school doesn't seem so bad.
Gwen & Grandpa Max: (hearing an explosion behind them) Ben?
(Vilgax is at the front of the RV)
Vilgax: (tries to hit XLR8, but can't) You can't escape me.
(XLR8 tries to punch Vilgax; Vilgax grabs him and tosses him into a rock; Diamond Head emerges from the dust firing diamond shards)
Diamond Head: Special delivery. (punches Vilgax and breaks his hands in the process) Oh, man. Guess I should have seen that coming.
(Vilgax attempts to punch Diamond Head; Diamond Head transforms into Ghostfreak)
Ghostfreak: Yes! Sometimes I love this watch.
Ripjaws: (gasping) Cant... breathe. Need... water. (collapses)
Vilgax: (to Ripjaws) You are a slippery little fish, child, but no longer. (tries to grab Ripjaws; Ripjaws transforms into XLR8 and escapes)
XLR8: I can still give you a run for your money. (runs)
Vilgax: You can't hide from me forever, boy!
XLR8: Wasn't planning on it. Peek-a-boo! (attacks Vilgax; it does nothing) Oh, I'm going to feel that tomorrow.
Vilgax: For you, there is no tomorrow!
(Upgrade transforms into Ripjaws)
Ripjaws: (hanging onto Roosevelt's nose on Mt. Rushmore) Oh, sometimes I hate this watch!
(Vilgax tosses Grandpa Max near the hull breach he cause earlier)
Gwen & Upgrade: Grandpa!
Vilgax: (pressing his foot against Grandpa Max) Your weapon won't help, Tennyson. As you can see, I'm much stronger than in our last encounter.
Upgrade: (screaming) No! (tackles Vilgax through the hull breach)
Gwen & Grandpa Max: Ben!
(aboard Vilgax's spaceship)
Grandpa Max: I've got to get the ship under control.
Upgrade: He can fly a spaceship?
Gwen: At this point, nothing surprises me.
Vilgax: A child. I should've suspected as much. The Omnitrix being used as a play toy!
Ben: Hey, I've saved a lot of people by going hero.
Vilgax: You hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension. Picture an entire army, each in command of an Omnitrix, all at my command. I will be invincible. I will rule the universe! And the only thing standing between me and my destiny... is you.
Gwen: That's it! I am not taking another step until you tell me what's going on. Why aren't we helping Ben, what is this place, and how do you know about that alien guy who's after Ben?
Grandpa Max: Well, it's kinda complicated, but let's just say... (pulls out his special weapon) ... I wasn't exactly your normal plumber before I retired.
(Grandpa Max is driving up Mt. Rushmore)
Gwen: I don't think tourists are allowed on this road.
Grandpa Max: We're not tourists, we're tenants.
(Ben tries to run away; Vilgax grabs him by his shirt)
Ben: I, uh, don't suppose that means you're going to let me go, does it?
Vilgax: (holding Stinkfly) I grow tired of this. (he reverts Stinkfly back to Ben)
Ben: Hey, how'd you do that?
Vilgax: A child? The Omnitrix is in the hands of a mere child? (tries to take the Omnitrix; it releases a feedback pulse and knocks him away) It appears the Omnitrix has already merged with your own DNA.
Gwen: Where are we going? We have to help Ben.
Grandpa Max: We will, but first we'll need to get some special help.
Gwen: Let me guess. At Mount Rushmore? Grandpa, you're really freaking me out.
Grandpa Max: Believe me when I say you do not want to pick a fight with Vilgax.
Ben: Uh, how do you know his name is Vilgax?
Gwen: (suspiciously) Grandpa, what aren't you telling us?
(Grandpa Max doesn't respond; continues driving)
Heat Blast: (sees Vilgax) You! You're the alien from my visions!
Vilgax: At last we meet, the being that has caused me so much trouble.
Heat Blast: Who are you?
Vilgax: I am Vilgax, and I have come for the Omnitrix.
Heat Blast: And, uh, I'm guessing you're not with the good guys. (attacks Vilgax unsuccessfully; Vilgax tosses him across the city and through several buildings)
Heat Blast: Ugh, okay, this guy's really tough.
(computer turns off)
Gwen: Hey, what gives?
(Upgrade has merged with the computer)
Upgrade: (in monotone voice) Sorry, you are a loser. (switches to regular tone) And always will be.
Gwen: Ben, get out of my computer.
Upgrade: Why? I'm just entertaining myself.
Gwen: This is my private property and you're getting your cudies all over it.
(the computer sprouts legs and jumps from Gwen's hands)
Upgrade: Ah, what's this? A diary. "Dear diary, my cousin Ben is such a-"
Gwen: Doofus. Knock it off.
Grandpa Max: Ben, now is not the time to go alien. Do you understand?
Upgrade: I was just fooling around.
Grandpa Max: We can't afford to attract attention right now.
Upgrade: What kind of attention could I attract in here?
(Omnitrix reverts him)
Grandpa Max: Never mind.
(Ben & Gwen exchange confused glances)
Vilgax: The Omnitrix has been activated. Pinpoint its location.
(the computer pinpoints the Omnitrix)
Vilgax: I have you now.
Ben: Uh, Grandpa? What's with the lead foot?
Grandpa Max: I want to make Mount Rushmore by nightfall.
Ben: (turning away) I'm so bored. (to Gwen) Let me play a game.
Gwen: I would, but I think this will be a good lesson for you to learn how to entertain yourself.
(Ben wakes up screaming)
Grandpa Max: Another nightmare, Ben?
Ben: It was that weird alien from my vision, only bigger, uglier, and scarier?
Gwen: (groggily) Sure you weren't just looking in a mirror?
Grandpa Max: It was just a bad dream, son. We can talk about it in the morning.
Ben: He seemed so real. He looked right at me and said, "I'm coming for you now."
Grandpa Max: (shocked) Change of plan: we're hitting the road right now.
Gwen: Grandpa, it's three in the morning.
Grandpa Max: Best way to beat the traffic.
Vilgax: (watching broadcast of Diamond Head's heroics) The Omnitrix: wasted on pointless heroics.
Robotic Lieutenant: Shall I dispatch more drones to retrieve it?
(the rengeration tank opens; a mechanical spider rolls out and is crushed by a large, metal foot)
Vilgax: I will see to this task myself.
Announcer: We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage.
(a large diamond grows from beneath the ground and disables the car; the criminals get out with their hostage and one fires on police; Diamond Head emerges from the smoke)
Announcer: Wait. What's this?
(Diamond Head slices through the criminal's gun; he runs and is lifted up by a pillar of diamond)
Announcer: Yes, it looks like we have another alien sighting.
(the other criminal walks out with his hostage; Diamond Head forms a spike with his hand; the criminal surrenders)
Announcer: We don't know where these strange creatures come from, but they seem to be here to help.
This is the second time the Omnitrix feedback is used, the first was in "Kevin 11."
Upgrade displays the ability to phase through machines, destroying one of Vilgax's drones in this manner.
Vilgax can jump far distances and great heights. He was able to jump across Rapid City and jump up on Mt. Rushmore.
We learn that Gwen keeps a diary on her laptop.
The news channel following the police chase was called Channel 4 News.
We learn that Grandpa Max is the thorn in Vilgax's side.
Vilgax's ship has an auto-destruct launch sequence.
Upgrade's form allows him to float through the air like a parachute.
Apparently, Grandpa Max can fly a spaceship.
We see Vilgax's new and improved form for the first time in the series.
Grandpa Max's weapon strongly resembles Vilgax's ship.
Apparently, aliens can watch live Earth television from outer space.
We learn that Vilgax has pictures of Ben in his alien forms.
It wasn't until this episode that Vilgax learned the Omnitrix was on the wrist of a child.
The excess of energy placed on the Omnitrix causes it to overload, forcing Ben to transform from alien form to form every minute or so.
Here is the order of the aliens used in this episode from the first used to the last used. Some of these are used twice or 3x. In total, Ben switched between forms 17 times.
1) Diamond Head.
3) Heat Blast.
6) Diamond Head (2nd time).
8) Four Arms.
10) Grey Matter.
11) Upgrade (2nd time).
13) XLR8 (2nd time).
14) Diamond Head (3rd time).
15) Ghostfreak (2nd time).
16) Wildmutt (2nd time).
17) Heat Blast (2nd time).
Main Transformation(s): Heat Blast.
Cartoon Network (UK) airdate: Saturday, May 27th, 2006.
This is the first episode in which some of Ben's transformations are animated as part of the scene, as opposed to flashes or stock footage. The transformations seen early in the episode use flashes and stock footage, though.
Vilgax's ship is completely destroyed at the end of the episode. It is unclear whether or not he survived the blast.
A major portion of Rapid City is destroyed in an attempt to draw the attention of the one holding the Omnitrix.
Vilgax has recorded several activities of Ben's heroic acts. In order, they are:
1) Stinkfly saving some kids in a city.
2) Four Arms rescuing some people from a collapsing building.
3) XLR8 bringing some people to a hospital.
4) Diamond Head rescuing a kitten from a tree.
Vilgax wants the Omnitrix so he can mass-produce it and create an army of warriors with the powers of the Omnitrix at their disposal. Under his command, that army would conquer the entire universe.
Unlike all the previous episodes, no actors outside of the main cast are used. Every voice in this episode is done by the main cast.
Theodore Roosevelt's face on Mount Rushmore is destroyed by Vilgax.
Vilgax knows exactly how the Omnitrix operates, including how to shut it off manually instead of waiting for the timer to run out.
Alien Form(s) Used:
All ten alien forms are used. This is the first time we see Ben use all 10 of his alien forms.
Vilgax's wounds, which he first received during the battle with the alien ship in "And Then There Were 10," are fully-repaired in this episode. His body has also been cybernetically enhanced.
Grandpa Max's hidden past is somewhat revealed in this episode. He has met Vilgax before, and has even developed a weapon specifically designed to stop him. He also used to work at a secret installation underneath Mount Rushmore.
This episode marks the finale of the first season, and the final confrontation between Ben, Gwen, Grandpa Max, and the evil villain Vilgax.
Main Villain(s): Vilgax.
Vilgax: Jumping From Building to Building-
The way Vilgax was jumping from one building to the next is probably taken from the movie Spider-Man. It also relates to the movie Hulk, when Hulk jumps from mountain to mountain.
Vilgax, the main villain, gets cyborg enhancements, making him much stronger physically, like Darth Vader.
Vilgax: I have you now.
This is an obvious spoof of Star Wars, when Vader says, "I have you now!" And both Darth Vader and Vilgax say it in the same, exact voice.
Mount Rushmore Installation: Sound Effects
The sound effects for the containers in the facility under Mount Rushmore are the same sound effects used for the various controls in the original Star Trek series. The various buttons in Grandpa Max's RV also use these sound effects.
Stinkfly: Float like a butterfly, but sting like a Stinkfly.
This is an obvious reference to a quote by Muhammad Ali, "Float like a butterfly, sting like a bee."
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