Ben 10

Season 2 Episode 10

They Lurk Below

Aired Saturday 10:00 AM Jul 18, 2006 on Cartoon Network
out of 10
User Rating
54 votes

By Users

Episode Summary

Our heroes ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who didn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen secretly enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threatened to destroy the whole resort. The kids help each other, and Donovan gets closer to his grandson! Will the aliens destroy everything or will the group find a way to defeat all of them?moreless

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  • A bit predictable with some moral value.

    Another episode of Ben 10, another predictable storyline and outcome. The set up is pretty unique; a 2 billion underwater hotel and resort? Puts an interesting twist in the whole economics of things and the setting is more detailed than you would think. The plot though of the Matrix like tentacle machines invading the resort to regain back their energy orb that is powering the hotel? It's pretty cliche at this point and it was seen a mile away. Fortunately though there's more to this episode, which is the characters and the development of Edwin. His development throughout the episode was steady and incremental and it was great to see him change his attitude as it went along. Then there's also Max and Edwin's grandfather sharing the value of their grandchildren with each other, which really added some great moral value to the episode. Predictable plot but very good theme.moreless
  • One of the better episodes of the series.

    Maybe my expectations have been lowered, but the more recent episodes have been pretty good, though still not jaw-breakingly cool. This episode focuses on an underwater adventure, complete with speedboat rides, rollercoaster escapades and grandfather-grandson kinships. I like the use of Grey Matter, Ripjaws and Stinkfly this episode, they were all well maneuvred unlike other episodes involving my less favourite heroes like Four-Arms and Diamond Head. However, I want to comment that Stinkfly has been used quite a number of times this season. Perhaps it is time to give that smelly bug a rest and let us see some Ghostfreak and XLR8 action. Of course, Cannon Bolt and Wildvine deserve more appearances too.moreless
  • exciting episode

    The family ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who didn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threatened to destroy the whole resort. While the kids find a way to cooperate with each other to find the source that lures them in, Donovan himself learns a few lessons in how to bond better with his grandson.moreless
  • The Tennysons visit an underwater resort, where they discover Bermuda Triangle aliens trying to take the place down.

    This episode was really good. I was a little apprehensive about watching it because I'm claustrophobic and hydrophobic(sort of) and I didn't like the fact that Ben was stuck outside the ship after reverting back from Ripjaws or the fact that the resort was underwater. My favorite scenes include: the scene where Grey Matter attempted to fight off the shark, the scene where Edwin, Ben, and Gwen fought off the Bermuda Triangle aliens on the waterskis, the scene where Edwin figures out Ben's secret and asks him how he changes into the different aliens, and the scene at the end of the episode where Edwin and his grandfather talk and settle their differences.moreless
  • A fun swim in the ocean.

    What we have here is another fun one-shot, adventurous undersea episode. In this episode, Ben, Gwen and Max go to an undersea resort owned by a friend of Max. Ben and Gwen are estatic to go to a rich resort and Max is just happy that they're happy. The two characters the family meets are interesting. One of them is Donovan, Max's old friend turned billionaire and the other is Edwin, his grandson. We can immediately see the strained relationship between the two as Donovan tries to groom Edwin into his likeness with Edwin sick of his grandpa's demands. The villains here are undersea robotic alien jellyfish who apparently caused the mysteries of the Bermuda Triangle. I basically didn't care about their backstory because all I saw them as are just robots Ben gets to smash. Anyways, the robotic jellyfish start attacking the hotel and along the way, the kids get separated from the grandparents. Apparently, the jellyfish are trying to take back their power source, which was used to power up the hotel. Donovan starts to worry about his grandson, while Max remains calm, knowing that Ben and Gwen will be alright. Donovan realizes that he hasn't been letting his grandon be himself. Meanwhile, Ben, Gwen and Edwin try their best their best to fight the alien onslaught, while figuring out a way to stop it. Edwin easily figuring out about Ben's ability to "turn superhero." Eventually they figure out what's going on and they manage to defeat the aliens, at the cost of destroying the resort.

    A fine episode, and one hopes to see Donovan and Edwin again, if only to see Gwen and Edwin interact again. Maybe in Donovan's new resort perhaps?


    1) Grey Matter: An accidental transformation, Ben did as best as he could to save the man in this form.

    2) Ripjaws: Of course Ripjaws was gonna be in this episode since it involves the sea.

    3) Stinkfly: Did fine, but in "The Krakken", he was able to float in the water, but now he sink.

    4) Upgrade: Didn't, but should've seen it coming when I saw the submarine.moreless

Trivia, Notes, Quotes and Allusions


  • TRIVIA (4)

    • Think Back: In this episode, Stinkfly couldn't swim, but in "The Krakken," he could swim just fine.

    • Look Closely: During the speedboat chase, while Ben and Gwen are riding on the same speedboat, Ben's hands keep switching back and forth from being on Gwen's shoulders to being around her waist.

    • Listen Closely: Once again, another Stargate sound effect is used, this time the noise the androids emit is the same sound effect as when the Gou'ld rings are preparing to come down to beam someone on or off a ship.

    • Listen Closely: Grandpa Max's voice sounded a bit masked behind something.

  • QUOTES (18)

    • Grandpa Max: Twenty-eight years on the job and I never found out who was behind the Bermuda Triangle. Now they're coming for us!

    • Grandpa Max: Well, so much for your one-of-a-kind resort, Donovan.
      Donovan: Yeah. Well, it just gives me more time to focus on my next one. It's going up on the moon. Max, how about you and the kids be my first guests?
      Grandpa Max, Ben, & Gwen: No, thanks.
      (they all laugh)

    • Edwin: Hey, what happened to your cousin?
      Gwen: He must have gone to the bathroom.
      Edwin: Oh. Wait, there's no bathroom on this thing.
      Gwen: (nervously) Just drive!

    • Donovan: Oh, Max. It's too bad you didn't take me up on my offer 30 years ago when we were both dead broke. You wouldn't have had to spend your life unclogging drains and fixing toilets while I traveled the world.
      Grandpa Max: You'd be surprised. Being a plumber can have its moments.

    • Donovan: The official grand opening's only a week away. Just a few special V.I.P.s like you are getting a sneak peek. Sure beats that old rusty bucket of bolts you sleep in, doesn't it, Max?

    • Grandpa Max: You sure this was the safest place to build a resort like this?
      Donovan: You're talking underwater fault lines?
      Grandpa Max: I'm talking more like you're smack dab in the middle of the Bermuda Triangle.
      Donovan: Growing up, you always were the worrywart, Max. Never the risk-taker.

    • Donovan: Max Tennyson, it's been way too long.
      Grandpa Max: How are you, Donovan?
      Donovan: Well, with 16 resorts worldwide, I'd say pretty good. Glad you finally decided to see how the better half lives. (laughs)

    • Donovan: We're flooding. They broke the glass.
      Edwin: I knew you shouldn't have taken it. I knew it.
      Donovan: Edwin, quiet! I'm sure it has nothing to do with this.
      Grandpa Max: Taken what, Donovan?
      Donovan: Edwin doesn't know what he's talking about.
      Edwin: How would you know? All you ever hear from me is what you want to hear.

    • (Ben, Gwen, & Edwin arrive at the submarine)
      Ben: Get in!
      Edwin: That thing's your escape plan? It's only for show.
      Ben: And when I'm done with it, it'll be for go. (transforms into Upgrade)

    • (after Ben transforms into Grey Matter instead of Ripjaws)
      Grey Matter: Oh, man. For once, I was better off as me.

    • Gwen: Ugh, I don't know what's scarier, the smell of wet stink, or these aliens.

    • Donovan: I can't have an employee turned into fish food right before the grand opening! The press will ruin me!

    • Stinkfly: My wings are too wet, I can't fly! And, oh, yeah, I can't swim either! (sinks into water)

    • Donovan: But, you know, money isn't everything.
      Edwin: We change the family motto, Grandpa?

    • Gwen: I read about your resort in "Pacific Monthly Oceania," Mr. Grandsmith. Very cutting edge. Isn't the glass reinforced with...
      Edwin: (coughs) Butt-kisser.

    • (Stinkfly is rescued from drowning by Gwen & Edwin)
      Edwin: (to Stinkfly) Don't worry. We got you, Ben.
      Gwen: That's not Ben.
      Edwin: Yeah. Right. Good aliens just showing up to help us while your cousin always happens to be gone? How dumb do I look?

    • Ben: (to the Omnitrix) Turn me into Wildmutt, you're dead meat. (activates Omnitrix; transforms into Ripjaws)

    • Grandpa Max: We've got to evacuate the resort, now!
      Donovan: Overrun by aliens! There goes my five-star rating.

  • NOTES (14)

    • Omnitrix Malfunctions - Ripjaws-Grey Matter

    • This is the last time Ben turns into Ripjaws onscreen. In his final three appearances, it was an off-screen transformation each time.

    • Ben and Gwen never argue in this episode.

    • Main Ally Bios:
      Donovan Grand Smith - Donovan is one of Grandpa Max's old friends. He is a successful hotel tycoon with 15 resorts worldwide. His 16th hotel was an underwater resort in the center of the Bermuda Triangle, however, it was destroyed before opening to foil the plans of aliens taking residence in the area. He also made an offer with Grandpa Max that would have resulted in both of them being rich. He also doesn't know of Grandpa Max's plumber days. At the end of the episode, Donovan mentioned that he planned to build a new 16th resort on the moon. Unlike Grandpa Max, Donovan tries to mold his grandson, Eddie, in his own image.

      Edwin Grand Smith - Edwin is Donovan Grand Smith's grandson. Like Ben, Edwin is brave and resourceful: when facing the Bermuda Triangle aliens, Edwin displayed virtually no fear, and even saved Ben by lancing one of the aliens with an oar. Edwin is also rather mischievous, much like Ben. For example, although it was his grandfather's prized possession, Edwin took the Undersea Manta Ray out for a joy ride. Despite all of the above, his grandfather strives to make Edwin more like himself. Edwin played a critical role in defeating the aliens of the Bermuda Triangle by wiring the hotel's energy source to cause an implosion, at the expense of the hotel.

    • Main Allies: Donovan Grand Smith & Edwin Grand Smith.

    • We discover that Grandpa Max was a Plumber for 28 years.

    • Cartoon Network (UK) airdate: Saturday, August 5th, 2006.

    • Edwin finds out about how Ben mysteriously disappears and an alien suddenly comes to the rescue.

    • This is the first episode where the RV isn't seen at all.

    • Main Transformation(s): Ripjaws.

    • Main Villain(s): Underwater Alien Droids.

    • Alien Form(s) Used:
      1) Grey Matter.
      2) Ripjaws.
      3) Stinkfly.
      4) Upgrade.

    • The location takes place in the Atlantic Ocean, right in the center of the Bermuda Triangle.

    • This episode premiered on a special day and time: Tuesday, July 18th, 2006 at 7:00 PM EST/PST.


    • Edwin: Appearance
      Edwin resembles a younger Bruce Wayne from The Batman.

    • Bermuda Triangle: Mysterious Occurrences
      The mysterious disappearances of airships and boats that occur in the Bermuda Triangle have been exaggerated in this episode, demonstrating that underwater aliens have been attacking the water surface.