The Rustbucket was left by Ben, Gwen and Max at the gas station after Max is knocked out, but when Max is discharged, it is outside the hospital.
Look/Listen Hard: Unlike the previous episode, "Kevin 11," the opening theme has reverted back to its original version.
Listen Closely: In the preview for the next episode, the announcer uses the word Ripjaw in singular form rather than the plural form Ripjaws used by the show itself.
Look Closely: Before the display of cookies fall on Gwen, you can see that she was reading a magazine.
Think Back: Gwen was given a cell phone by her mom at the beginning of the series, but it was destroyed in "Washington B.C.," so how could she have it in this episode?
Look Closely: Before the theme song, Ben is holding a box of cookies, but after the theme song, they are nowhere to be found.
Look Closely: When Rojo breaks into the hospital through the window, pieces of glass can be seen on the floor, but when Ben and Gwen start running away, the glass is nowhere to be seen.
Look Closely/Pay Attention: When Joey is first turned into Rojo, she is shown to just be converted by the robot drone and doesn't actually merge with any of the robotic parts. When she is reverted back into human form by Upgrade, her laser rifle has somehow found its way into the robotic parts that fell off of her. She wasn't holding it when she was converted, so how did it get there?
Look Closely: Before Heat Blast destroys the bridge, the slanted road that leads to it ends a short distance before the actual bridge. In the next scene, the road is now connected to the bridge. Also, after Heat Blast destroys the bridge, one of the boulders breaks the metal barrier to the left of it. In the scene after it, the barrier is intact.
Look Closely: When the police show up after Joey is converted by the robot drone, look at the car on the right. The word "Police" on its passenger-side doors is written backwards like a mirror image.
Look Closely: When XLR8 first arrives to fight Rojo, pay close attention to the police car to her right. After the first hit by XLR8, the police car literally disappears. When going frame by frame, you can clearly see that XLR8 is not responsible for this disappearance. The car returns in the following scenes. It should also be noted that unlike every other police car, this one is blue instead of black.
Look Closely: When Ben is talking with Gwen about how he can use the Omnitrix to help cure Grandpa Max, the hallway is shown to be empty aside from a bench by the room. In the scene after Rojo finds out Ben's location, there is suddenly a trash can near the window for Ben to kick.
When Ben is explaining the accident to the doctor, he says that Grandpa Max was hit by a flying bumper when a robot drone blew up a car. Grandpa Max was crushed by the debris from a falling roof, which is a much more believable story, so why did Ben bother lying about it?
Vilgax: (in the empty space talking to Rojo) The Omnitrix: where is it?
Rojo: I couldn't get it. And how nice, you didn't tell me I'd be fighting a superhero. I'm through.
Vilgax: (swallows Rojo) You'll get me the Omnitrix, and if you fail again, your meaningless criminal life will be over. Now this time make him come to you.
Four Arms: Huh? You're all women. Uh, I don't wanna hurt... (a laser blast to the back cuts him off)
Joey: Well, isn't that sweet?
Gwen: Clobber her!
Joey: (after robot drones blow up the armored car) Hey! This is my heist.
Female Thug: You can have it. (her team runs away)
Grandpa Max: (after hitting Joey with a tire) Ben, those drones must be after the watch.
Joey: You'll get yours, old man. (fires rifle at Grandpa Max)
(Grandpa Max dodges the blast, but it causes the roof to fall on his head)
Four Arms: No!
Gwen: (after Grandpa Max is injured) We need to get him to a hospital. I'm calling 9-1...
(Four Arms grabs her)
Four Arms: No time. (picks up Grandpa Max) Hospital up the street.
Joey: (to Vilgax's drones) Who were you freaks? (as she examines one of the drones, it attaches a tube to her neck and converts her into Rojo; the police arrive)
Rojo: Ha! I already did my time. It's time you guys pay. (the laser cannons on her shoulders destroy the two police cars; she laughs) This is gonna be a blast.
Doctor: Your grandfather has suffered a severe concussion. He'll be out for several more hours. He also has several lacerations and a broken leg.
Ben: He's gonna be okay, right?
Doctor: For a man his age, he's remarkably strong. He'll be fine after some rest. Now it says on his admittance form that he was hit by a car bumper. Did someone back into him?
Ben: Actually, the bumper flew threw the air after this robot drone blew up the car.
Doctor: Vivid imaginations are good coping mechanisms in situations like these.
Robot Lt.: The drones were destroyed.
Vilgax: Send out more.
Robot Lt.: We may not need to. It seems the drones have somehow merged. I'm receiving one combined signal, and that signal is on the move.
Vilgax: Hmm, perhaps one head is better than two.
(explosions are going off inside a jewelry store; Rojo is inside robbing the place)
Rojo: (picks up some jewels, only for them to disintegrate in her hands) What? No! They're worthless now.
Rojo: Give me the Omnitrix.
Ben: You want it? Come and get it. (runs away)
Gwen: Ben, that thing is the girl from the armored car robbery. It's like she merged with those--
Ben: --robot drones.
Gwen: (as Rojo chases her and Ben) Okay, radical thought, but right now might be a good time to go hero.
(Rojo throws Heat Blast into a truck and uses her laser cannons to destroy it, taking out an oil truck in the process; Heat Blast emerges unscathed)
Heat Blast: You want me? I'm right here.
(Rojo tries to attack him; he dodges and snaps his fingers, igniting the oil; Rojo is sent flying)
Heat Blast: See ya.
Ben: When I was playing with the watch, I must have led her right to you.
Grandpa Max: Since they've moved me into a new room and you haven't gone alien since then, we're safe.
Ben: Yeah, just for this second, but what about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have this watch, none of this weird stuff would be happening.
Gwen: Yeah, but since it won't come off, there's nothing we can do about it.
Ben: Maybe. Maybe not.
Gwen: (waking up at the hospital) Ben? Ben? (sees Ben's note and begins reading it) "Dear Grandpa and Gwen, I care about you both too much to keep putting you in danger. It's better this way. Love, Ben."
Grandpa Max: (waking up) Gwen? What is it?
(Grandpa Max is washing the RV's windows; he notices "Wash me" written on one)
Grandpa Max: Oh, nice artwork, Ben.
Ben: You know, makes a statement.
(a laser blast destroys the back of an armored car)
Gwen: No, that's a statement!
Ben: Man, I'm starved. (notices a display of cookie boxes and takes one, collapsing the entire display on Gwen)
Gwen: Smooth move, Tennyson.
Vilgax: (to Upgrade) Listen to every word. Be afraid. You cannot run, you cannot hide from me. I will find you, and when I do, I will retrieve my Omnitrix and destroy you.
XLR8: Gwen! What are you doing here?
Gwen: "It's better this way." Sound familiar?
XLR8: So does that beeping! (reverts back to Ben)
Heat Blast: Hospital safe.
Gwen: But there are people at the bottom of that canyon!
Heat Blast: Oh, man. I hate it when you're right.
Rojo: (in the hospital parking lot) We can do this the easy way, or the hard way. (blasts a nearby mountain, causing an avalanche)
Ben: Time to go Four Arms. (activates Omnitrix; turns into Heat Blast)
Heat Blast: Oh, great. I need muscle, and I get an alien candle instead. If scissors cuts paper, fire cuts rock, right?
(Gwen shrugs; Heat Blast tries to melt the rocks and fails)
Heat Blast: Okay, definitely not what I had in mind.
Gwen: Ben, you heard the doctor. He's going to be fine. He's Grandpa.
Ben: I'm worried about him.
Gwen: I'm more worried about how some girl kicked Four Arms' butt.
Ben: Hey, heroes don't hit girls.
Gwen: Good to know. (punches Ben in the arm)
(Ben punches her back)
Gwen: Ow! I thought you said-
Ben: I'm not in hero mode.
Gwen: You okay? Normally, slugging me in the arm would make you feel much better.
Ben: You know, maybe if I went Upgrade, I could merge into those machines he's hooked up to and see if I can make him better.
Gwen: Ben, that won't work.
Ben: Okay, then. What if I went Ghostfreak? I could meld with him or something. I don't know. I just want to help him, you know.
Vilgax: Listen to me, whoever you are.
Rojo: Where are you? Who are you, and how did you get in my head?
Vilgax: No questions! You are here to serve me.
Rojo: Guess again. I work for me and only me.
Vilgax: You now possess power you could have never imagined, but unless you find a way to use it, it will be worthless. Fulfill my command, and I will teach you. Fail me, and I will turn you to dust!
Rojo: So, what do you want?
Vilgax: Only one thing: a piece of valuable technology missing from my possession and, luckily, you are already programmed to find it.
Four Arms: You okay?
Officer: Ahh! (runs away)
Four Arms: Hmm. Wonder if that's a yes.
Robot Lt.: The drones have launched. Equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrix.
Vilgax: They may find it, but retrieving it will not be easy. Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance.
Grandpa Max: (sniffing the air after being released from the hospital) Ah, it's good to get out of here and get back on the road.
Gwen: So, Ben, what happened back there in the gym? It was like you were possessed or something.
Ben: I don't know. It was like when I went Upgrade I saw this alien. We were both floating through space and he was talking to me. He looked kinda like he had this octopus on his head. He said I should be afraid. (notices Grandpa Max's dour expression) Grandpa, you look afraid.
Grandpa Max: I'm fine, and you'll be fine, too, as long as we stay together.
Ben: Sounds good to me.
Upgrade: Now this won't hurt a bit. (merges with Rojo, shorting out the robotic parts)
Rojo: Ugh. Get outta me!
Upgrade: I lied.
(Rojo's robotic parts fall off, leaving her as normal Joey)
Joey: I'm... normal.
Upgrade: Abnormal's way more like it.
Joey: Look, I don't know what came over me. Come on, please, you gotta help me. (sees her original weapon on the floor) I'm just a girl. (picks up weapon and aims it at Upgrade)
Gwen: Guess what? So am I. (kicks Joey, knocking her unconscious)
Upgrade: (merging with some workout equipment) Time to workout.
Gwen: (answering a call on her cell phone) Hello? (to Ben) It's for you.
Ben: Hello? (pauses) Grandpa, can we talk later? I've got an indestructible robot thing none of my aliens can take out.
Grandpa Max: Ben, if you can't destroy it from the outside, take it down from the inside.
Ben: That's it! Thanks! (hangs up)
Gwen: Looks like you're not better off without Grandpa, either, huh?
Gwen: Ben, you can't run away from us.
Ben: Don't tell me what I can or can't do. This is my fight, my weird watch, not yours.
Gwen: Yeah, but you're my weird cousin.
(a police tank rolls up on XLR8 and Rojo; XLR8 runs off, leaving the tank to fire on Rojo)
Rojo: (lifting the tank) Nice try, but Speedy's all mine.
(the officers scream and jump out of the vehicle before Rojo destroys it)
XLR8: (as Rojo destroys the police academy) Looks like you got this party started without me.
(Rojo grabs XLR8 and kicks him into a nearby police car)
Rojo: If he wants his Omnitrix, he can have it. This is getting fun. (prepares to blast XLR8)
XLR8: Who's "he"? (gets up and kicks Rojo multiple times) One good kick deserves another.
TV News Anchor: The siege at the police training center continues. Early reports say several officers have been injured.
Gwen: Ben's gone, but I think I know where he went. I gotta go, Grandpa.
Grandpa Max: (trying to get up) I'm coming, too.
Gwen: You can't go anywhere.
Grandpa Max: You can't go alone. It's too dangerous.
(Gwen lowers the hospital bed)
Grandpa Max: I can't get up now.
Gwen: That's the point.
Grandpa Max: Gwen, get back here. Gwen!
It is revealed by the doctor that vivid imaginations are good coping mechanisms in bad situations.
It is revealed that Ben doesn't like to beat up girls in "hero mode."
Ben wrote "wash me" with an unhappy face on the RV window.
This is the third appearance of Vilgax.
At the end of the episode, Vilgax's eyes can be seen looking through the darkness, meaning that he will return and is not giving up.
Ben starts to have doubts about having the Omnitrix in this episode.
It is revealed that when Upgrade merges with any sort of conscious technology, he can access and read its programming. When he entered Rojo's cybernetic body, he could hear Vilgax speaking to her.
Cartoon Network (UK) airdate: Saturday, April 22nd, 2006.
The introductory preview for the next episode has changed at the end of this episode. Instead of Ben looking at the Omnitrix and it opening up into the clip, they show the rotating lineup of aliens seen in the early promotional commercials for the show. Then it transitions into the clip.
For some reason, Joey/Rojo, in either human or cyborg form, never mentions her name. Similarly, no other characters bother to mention it.
This episode takes place near Albuquerque, New Mexico.
Main Villain Bio: Joey/Rojo - Joey is the leader of a heavily armed female biker gang. When she tries to rob an armored car, she is thwarted by Ben as Four Arms. During this, Ben destroys some of Vilgax's robot drones. When she examines the wreckage, one of the drones converts her into a powerful cyborg named Rojo. The upgrade gives her the ability to fly, blades on her fingers and forearms, super-strength, and a pair of powerful blasters attached to each of her shoulders. Vilgax is able communicate with her through the parts and force her to seek the Omnitrix for him. Joey is turned back to normal when Upgrade shorts out all of the robotic parts.
When Ben mentions his meeting with Vilgax, Grandpa Max immediately reacts to the statement and looks up at the sky. Again, this lends to the suspicion that he knows more than he's letting on.
This particular episode has been exhibiting scenes of collapsing:
1) When Joey shot the roof above Grandpa Max and the debris fell down on him.
2) When Rojo shot the cliff to get Ben out from hiding and a rock slide started.
3) When Rojo shot the police building and pieces of it collapsed.
4) The building they were in at the end collapsed.
Main Transformation(s): Upgrade.
XLR8 exhibits strong upper body strength, with the help of some acceleration.
The Omnitrix malfunctions again the same way as in the previous episode, "Kevin 11." In this episode, Ben turns into Heat Blast when he wanted Four Arms.
Ben meets the villain Vilgax in this episode.
Alien Form(s) Used:
1) Four Arms.
2) Heat Blast.
Main Villain(s): Joey / Rojo & Vilgax.
The way Joey changed into Rojo and was recruited by Vilgax is similar to the way Megatron was changed into Galvatron and recruited to hunt the Autobots in Transformers.
Four Arms: Leaping
When Four Arms leaped away from the opening battle with Gwen and Grandpa Max, he does so in a manner similar to that of Marvel Comic's own powerhouse the Incredible Hulk.
Gwen: Smooth move, Tennyson.
When Ben accidentally knocks a pile of cookie boxes onto Gwen, she snaps, "Smooth move, Tennyson." This is reminiscent of a slang phrase popular decades ago, "Smooth move, Ex-Lax!"
Upgrade's ability to possess inanimate objects and use them is just like Raimi's ability on the Gamecube/PlayStation 2 game, Geist. Also, Upgrade seeing Vilgax when he went in Rojo's head is similar to how Raimi sees flashbacks of a person's life when he possesses a major character.
Rojo's cyborg form is similar to Brother Blood's cyborg form, specifically the claws and feet, from Teen Titans.
The manner in which Joey was converted from a normal human into a powerful cyborg is similar in many ways to how the Borg assimilates others in Star Trek: The Next Generation. With the Borg, a tube is inserted into the neck of the victim, allowing nanotechnology to reconfigure their bodies with cybernetic upgrades and link them to a hive mind. A similar process happens to Joey, though the details are not so clear. She, too, is given cybernetic upgrades and is linked to Vilgax's mind.
When thinking of ways to help Grandpa Max, Ben suggests that he turn in to Ghostfreak and meld with him. Even though it has never been demonstrated yet, Ghostfreak is said to have telepathic abilities. Ben suggesting a meld is likely a reference to Vulcan mind-melding in the Star Trek series, which could be used for that purpose.