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Ben 10 Season 3 Episode 13

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Episode Summary

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AIRED: 4/21/07

While snowmobiling, two guys accidentally release an alien named Xylene from a strange container. At a park, Ben (as Wildmutt) steals Gwen's kite, so she casts a spell to make dogs attracted to him. Grandpa Max seems sad to be in St. Louis since it is where he met his wife. Xylene attacks, and Grandpa Max comes to defend, only to recognize her. Xylene reveals that she came to find the Omnitrix since she lost it when Vilgax attacked her ship. While Grandpa Max and Xylene talk about the past, a robot emerges from the area where Xylene was and attacks Ben and Gwen. The mechadroid attacks twice, taking Grandpa Max with him. Now Ben must work with Xylene (to his dismay) to save Grandpa Max. But Xylene has a secret weapon for Ben! Can Ben use this new weapon and defeat the mechadroid, or will he be doomed along with everyone else?moreless

FAN RECAP

Fan Episode Reviews (7)

good sesson finale.

9.8

By tenn99_23, Mar 26, 2008

Two snowmobilers accidentally release an alien named Xylene from a strange container. Xylene locates the Omnitrix and attacks Ben, under the impression that he had stolen it. However, when Max comes to defend, the two recognize each other as old friends. Xylene and Max reminisce later that night. As Wildvine spies on them, Xylene asks Max to leave Earth and travel through the Universe with her. Distraught, Ben runs back to the campsite, where he is unable to ward off an attack by one of Vilgax's remaining drones and has to rely on Max and Xylene for help. There, Xylene reveals that she was the commander of the ship bringing the Omnitrix to Earth when Vilgax attacked it, and that she had intended to send it to Max; Ben received the Omnitrix by accident. Ben runs off in shock and Gwen follows. The drone attacks again and captures Max. Ben and Xylene reluctantly team up to save him. In the process, Xylene uses her knowledge of the Omnitrix to unlock a new form, Upchuck, which Ben uses to destroy the robot. At that, Xylene prepares to leave the planet and repeats her offer to Max. Max declines, claiming that Ben and Gwen are his whole world.moreless
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i guess Ben's previous statement nolonger aplyes

10

By hobbit_boy, May 09, 2007

In Back With A Vengence Ben said "Science experement. I'm seeing whitch alian hawks the best lugy." spits as heatblaset "defenentaly Heatblast!" Now that he has Upchuck and his explosive lugys Heatblast no longer does the best lugys. That must mean that he comes in 2nd place. I wonder who comes in third? I would gess that it would be Dimondhead. His probubly cristalixe when thy leve his mouth. Or they come out as cristales. I gess we will never realy know. What do you guys and gals out there in the world wide web think? I am sorry for all of the spelling errors in this but I never was the top of the class when it came to spelling. I was actualy closer to the bottom.moreless
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Not the best ben 10 episode I've seen

9.4

By Lampard1902, Apr 30, 2007

Not the best ben 10 episode I've seen . questions had to be asked. 1.Why didn't ben ask for the master code ? 2.Why did I find the villan just to be a backround distration ?

The only answers that I could think of were. 1. The show would become boring with ben beating the villans In 5 minutes of the show (having the writers think of something to fill up the other 17 minutes) and what I think is good because of the unsuitable mistransformations. 2. 1.The show needs a villan 2.The plot focused on setting the scene for season 4

The good points are Ben gets upchuck (finaly) they've set the scene for season 4 and the knowledge of their probaly being a new major villan in season 4. Xylene quote "Take good care of that Ben Vilgax isn't the only one interested in it"moreless
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Xylene is the owner of the Omnitrix?

9.5

By Corraine, Apr 27, 2007

One of the cool episodes ever!Ben,jealous of Xylene?Yeah I have a bigger chance of Gwen gettin' jealous of Ben.Max met Ben and Gwen's grandma in St.Louis.He's sad cuz she's gone.Poor Max.How the hell did Xylene get Upchuck for Ben I mean she could have given him the code of how to get more aliens?!So grose that Max and Xylene kissed!!!!!I freaked out sooooooooooooo much.
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In this episode Xylene comes to Earth and finds a little more than she was looking for.

10

By gordofrog, Apr 23, 2007

This episode was awesome, only thing was i thought ben should of had xylene touch the watch and asked her for the master code. Gwen Max and Xylene show ben that they all can contribute to his fighting, mabye more than he can. Anyway, ben needs to lay off with others. He hated xylene just because max liked her, that wasnt her fault. Last this episode should of had Vilgax break out of the noll void projector. He needs to come back he is the main bad guy! I didn't think this would be the season finale but it was. Oh well just got to wait for the next one.moreless
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Cast & Crew: STARS

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Meagan Smith	Gwen Tennyson
Paul Eiding	Max Tennyson
Tara Strong	Ben Tennyson/Upgrade
Dee Bradley Baker	Stinkfly/Wildmutt
Jim Ward	Diamond Head/XLR8/Wildvine
Richard McGonagle	Four Arms

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Cast & Crew: RECURRING AND GUESTS

EDIT

Dave Wittenberg	Upchuck/Eskimo Teen #3	Guest Star
Grey DeLisle	Xylene	Guest Star
Dee Bradley Baker	Eskimo Teen #2	Guest Star

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Trivia, Notes, Quotes and Allusions

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TRIVIA (5)
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- Think Back: It's now official that Ripjaws wasn't used for the entire third season.
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- Look Closely: When Ben first transforms into Upchuck, he has four tongues, but when he begins eating the droid he only spits out three.
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- Why didn't Xylene just allow Ben to transform into Upgrade (as Vilgax and Ben 10,000 can), an obvious choice in a fight against a robot, since he can take over it?
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- Think Back: In the previous episode, the family crash-landed in Cairo, but they are now shown to be in St. Louis, with no explanation for how they got back to America.
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- Look Closely: When the Mechadroid destroys the RV, pieces fly all over the place. However, right before they rebuild it, it looks to be intact.
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QUOTES (8)
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- Diamond Head: I got the watch by mistake?
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- Upchuck: What's this guy supposed to do?
  Xylene: (dramatically) You're going to eat it!
  (Upchuck looks blankly at her)
  Xylene: Literally eat it. That's your power.
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- Upchuck: (after first using energy bolt) Cool! Exploding lugies!
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- Gwen: (about Xylene) Grandpa seems to really like her. Maybe we should give her a chance.
  Ben: Yeah, right! Next thing you know, she'll be wanting us to call her "Grandma Lizard"!
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- Xylene: These Earth children are a mystery. On my planet, once you hatch, you're on your own.
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- (Gwen is watching Upchuck in action)
  Gwen: Eww, and I thought you were disgusting before.
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- Xylene: (to Grandpa Max) You haven't changed a bit from the last time I saw you.
  Wildvine: (merged with a tree, spying on them) Ugh! If this keeps up, I'm gonna start hurling sap!
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- Ben: Well, I guess it's time for Grandpa to say goodbye.
  Gwen: Yeah, but to who?
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NOTES (22)
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- Ben and Gwen's Grandpa Max met their grandmother in St. Louis.
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- Xylene is the first and only one who has ever liked Max's cooking.
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- This is the first time Stinkfly, Grey Matter, XLR8, Upgrade, and Ripjaws aren't in a season finale.
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- Xylene was the first female Plumber.
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- The spell Gwen uses to make the dogs fall in love with Wildmutt/Ben is "Amorous Infecta." Amorous is an adjective from the Latin "amor," meaning love.
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- Ben mentions Phil from "Truth."
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- Grandpa Max's plumber suit is revealed to have a nano-technology system within it.
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- Xylene mentions that there are other aliens, besides Vilgax, who want the Omnitrix.
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- Apparently, the Omnitrix doesn't always need the DNA of an alien for Ben to turn into it; you can enter a code for it, which was the case with Cannon Bolt, Wildvine and now, Upchuck.
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- Main Transformation(s): Upchuck.
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- The RV is destroyed in this episode; however, it is quickly rebuilt.
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- Vilgax is mentioned, but not seen, even in flashbacks.
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- This episode takes place in St. Louis, Missouri.
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- Tetrax's hoverboard (last seen in "Tough Luck") and Grandpa Max's Plumber suit (from "Ultimate Weapon") both make return appearances in this episode.
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- It is revealed that Xylene was on the ship transporting the Omnitrix that was destroyed by Vilgax in "And Then There Were 10." She originally planned to send the Omnitrix to Grandpa Max, but it veered off course and was found by Ben instead.
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- New Alien Abilities: Wildvine is able to merge with other plants, as evidenced when he merges with a tree to spy on Grandpa Max and Xylene.
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- Alien Form(s) Used:
  1) Wildmutt.
  2) Heat Blast.
  3) Wildvine.
  4) Four Arms.
  5) Diamond Head.
  6) Upchuck (first appearance).
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- In this episode, we discover that Upgrade's species is "Galvanic Mechomorphs."
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- Ben now has sixteen alien forms:
  
  - Heat Blast
  - Diamond Head
  - XLR8
  - Four Arms
  - Upgrade
  - Ripjaws
  - Ghostfreak
  - Wildmutt
  - Stinkfly
  - Grey Matter
  - Cannon Bolt
  - Wildvine
  - Benwolf
  - Benmummy
  - Benvicktor
  - Upchuck
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- Ben obtains the alien form Upchuck in this episode. The code is given to him by Xylene, meaning this is the first new alien form that was not added by accident.
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- This is the first episode in the series to show kissing.
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- Cartoon Network (UK) airdate: April 13th, 2007.
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ALLUSIONS (6)
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- Xylene's Powers
  Xylene's powers of levitation are very similar to Raven of the Teen Titans. Right down to the glowing aura around the very object they're moving.
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- Max & Xylene: Men In Black 2
  The love story between Max and Xylene may be based on the movie Men In Black 2, in which K (a MIB agent, which are very similar to "The Plumbers") were in love with a female alien.
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- Xylene: Appearance
  Xylene's look could be inspired from the Twi'Lek species of Star Wars lore.
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- Upchuck: Ability
  Upchuck's ability to consume items and spit them out as bursts of energy is similar to the powers of Nintendo's Kirby.
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- Grandpa Max/Xylene: We'll always have Roswell.
  This is an obvious reference to the line "We'll always have Paris." from Casablanca.
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- Roswell: Location
  Twice in this episode, Grandpa Max and Xylene mention they will always have Roswell. Roswell is supposedly the site of a UFO crash.
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