Think Back: It's now official that Ripjaws wasn't used for the entire third season.
Look Closely: When Ben first transforms into Upchuck, he has four tongues, but when he begins eating the droid he only spits out three.
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?
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.
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.
Diamond Head: I got the watch by mistake?
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.
Upchuck: (after first using energy bolt) Cool! Exploding lugies!
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"!
Xylene: These Earth children are a mystery. On my planet, once you hatch, you're on your own.
(Gwen is watching Upchuck in action)
Gwen: Eww, and I thought you were disgusting before.
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!
Ben: Well, I guess it's time for Grandpa to say goodbye.
Gwen: Yeah, but to who?
Ben and Gwen's Grandpa Max met their grandmother in St. Louis.
Xylene is the first and only one who has ever liked Max's cooking.
This is the first time Stinkfly, Grey Matter, XLR8, Upgrade, and Ripjaws aren't in a season finale.
Xylene was the first female Plumber.
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.
Ben mentions Phil from "Truth."
Grandpa Max's plumber suit is revealed to have a nano-technology system within it.
Xylene mentions that there are other aliens, besides Vilgax, who want the Omnitrix.
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.
Main Transformation(s): Upchuck.
The RV is destroyed in this episode; however, it is quickly rebuilt.
Vilgax is mentioned, but not seen, even in flashbacks.
This episode takes place in St. Louis, Missouri.
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.
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.
Alien Form(s) Used:
2) Heat Blast.
4) Four Arms.
5) Diamond Head.
6) Upchuck (first appearance).
In this episode, we discover that Upgrade's species is "Galvanic Mechomorphs."
Ben now has sixteen alien forms:
- Heat Blast
- Diamond Head
- Four Arms
- Grey Matter
- Cannon Bolt
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.
This is the first episode in the series to show kissing.
Cartoon Network (UK) airdate: April 13th, 2007.
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.
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.
Xylene's look could be inspired from the Twi'Lek species of Star Wars lore.
Upchuck's ability to consume items and spit them out as bursts of energy is similar to the powers of Nintendo's Kirby.
Grandpa Max/Xylene: We'll always have Roswell.
This is an obvious reference to the line "We'll always have Paris." from Casablanca.
Twice in this episode, Grandpa Max and Xylene mention they will always have Roswell. Roswell is supposedly the site of a UFO crash.