Think Back: When Ben turned into Upgrade, Gwen makes a line about "not getting the alien you wanted." However, Ben's only prior mistransformation, in "The Krakken," came when Gwen was not on the scene.
Look Hard: When Heat Blast sticks his tongue out to the Megawhatts, it is made of fire.
Look Hard: The Megawhatts have a plus and minus sign on their backs, just like a battery.
It stands to reason that if the Megawatts couldn't exit the fishbowl through the glass, then they couldn't enter through the glass, and since they came at it from the side and not the top, it's safe to say they didn't enter through the open top, making how they came to be trapped in it questionable.
Outside Knowledge: How did Heat Blast make the kissing noise he used to lure the Megawatts into the fish bowl? You need two things to make a kissing noise (or to kiss), suction and moisture. Heat Blast is made out of rock and on fire, meaning he is the only one of the ten heroes that can produce neither.
Pay Attention: In this episode, Stinkfly uses his slime to put out a fire. However, in a later episode with Kevin, it is shown that Stinkfly's slime is highly flammable.
In the wide shot of Ben, his family, and the mayor as the Megawhatts invade the soda machine, focus on Gwen: She looks fairly different from the others and from her other appearances on the show, as if she's not part of the scene as the others are. It's possible the animators forgot to put her in the shot initially, and imposed a design sketch in her place at the last minute.
Look Closely: When Ben is making funny faces at the kid in the car next to him, the kid eats a burger that has a brown bun and red patty, but when he sticks out his tongue, it is all green.
Look Closely: When Ben and Gwen walk into the Barn holding the giant rubber-band ball, they are in a pitch black area with several signs telling them things to do and not to do around it, but when the area lightens up, there are no signs and they are only a few feet from the entrance.
Pay Attention: The Megawhatts take control of the planetarium exhibit, and the Mayor says they are off to the dam to power up. But when we get to the dam, they are trying to destroy it and let all of the water out, even though they hate the water.
Look Closely: When Four Arms reverts back to being Ben, the Omnitrix lets off a spark. Never before had it done that.
After Ben reverts from being Upgrade, Grandpa Max and Gwen pull up in a truck carrying a thermometer, and he gets in via the left side door. The shot cuts to the interior, and he's sitting in the far right seat.
There is a lot of debris flying through the air in this episode, including toothpicks the size of spears and soda cans shot out of a machine - through it all, the Mayor of Sparksville never flinches. He appears unperturbed by the dangerous goings-on in his town and sits back with popcorn to watch the Tennysons try and save the day, as if he knew what would happen already.
Look Closely/Pay Attention: The paint on Grandpa Max's RV doesn't appear until after the Megawhatts start walking away with the planetarium. Since the RV was in their field of view when the planetarium left its building, how could the Megawhatts have painted it without being noticed?
If the townspeople didn't want any electrical devices near the giant rubber-band ball, then why did they have a sign with flashing lights right in front of it? It could just as easily release the Megawhatts as Ben did.
Look Closely: Ben's eyes are a near-yellow color for most of this episode instead of the normal bright green seen in other episodes. This was probably a color rendering error.
Ben: I think I'm pranked out for a while.
Grandpa Max: There's a time and a place for a practical joke.
(Ben looks at Grandpa Max and then opens the RV door, causing a bucket of water to fall on his head)
Grandpa Max: But funny is funny, especially when it's not on you.
(Gwen & Grandpa Max laugh at Ben)
Grandpa Max: Nice touch using the fish bowl. With non-conductive glass sealed up tight, sparky and his pals won't be going anywhere.
Gwen: Once again, science saves the day.
Ben: With a little help from science fiction.
Gwen: Hey, mega-wimps. You wanna see something really funny? You guys are all wet. (sprays the possessed planetarium with a hose, then dodges its attempt to step on her)
Heat Blast: (holding a large fireball) What's the matter? Can't take a joke? (throws the fireball and destroys the planetarium; the Megawhatts leave the wreckage) You really got burned with that one. You guys should quit while you're behind.
Waitress: Well, there's something you don't see every day. They brought that planetarium exhibit to life.
Grandpa Max: Come on. We're headed off in the... (sees that the Megawhatts have painted graffiti on the RV) Oh, my.
Ben: "U am lame"? That's weak.
Gwen: Don't even get me started on the grammar and the spelling.
Mayor: I reckon they'll head for the big hydroelectric dam to power up. After that, they'll just wipe out the next town and so on and so on. They think it's funny. Yep. Megawhatts got a real twisted sense of humor.
(Ben & Gwen see the giant fishbowl)
Gwen: (to Ben) You thinking what I'm thinking?
Ben: Yeah, beat those pranksters at their own game.
Grandpa Max: Those creeps' idea of good, clean fun is gonna have us all pushing up daisies.
Gwen: Don't just stand there, doofus. Dial up some help.
Ben: (sarcastically) Duh, like I haven't been trying.
Waitress: (as the Megawhatts destroy the town) Uh-oh. Now they really did it.
Gwen: Ben Tennyson, don't say a word.
Ben: Hey, I'm just glad I wasn't the one who screwed up this time.
Ben: (after Megawhatts hit giant thermometer) What happened?
Gwen: We just used the biggest thermometer as a lightning rod. Who needs an alien superhero when you've got good old-fashioned brain power?
Mayor: Of course, the ground's basically just one big conductor.
Ben: What does that mean?
Gwen: Oh, no. It means the Megawhatts are just zipping around underground until they find some way to get back to the surface.
(electricity covers all the telephones and they begin ringing)
Grandpa Max: They're in the underground phone lines.
(Megawhatts begin pouring from the telephones)
Upgrade: That's it! I'm pulling the plug on this guy's pranks. (picks up sewer lid) Hey, sparky. Catch. (throws the sewer lid, splitting the Megawhatt in half; each half grows into a new Megawhatt)
Upgrade: (looking surprised) Okay, so that wasn't the best idea.
Upgrade: (after getting shocked by Megawhatt) Ugh. Do not touch the electrical guy when you're made of living metal.
Upgrade: (after firing positronic blast and nearly hitting Megawhatt) Whoa, that's new. (turning to Megawhatt) Not so funny now, is it?
(Megawhatt enters inside his pants and gives Grandpa Max a wedgie)
Grandpa Max: That's not funny, just painful.
Ben: Don't worry, Grandpa. I know just the hero to deal with a troublemaker like this.
Mayor: (about Megawhatt) Some say it might be a ball of lightning come to life. Others think it's static cling run amok. Tough to say.
Gwen: Maybe it's an alien.
Mayor: Alien? That's just plain kooky talk.
Heat Blast: (to Megawhatts) This is your only warning. Knock off the funny business, or I'll fry your twinkling butts.
Mayor: (monotonous tone) There goes the world's largest toothpicks. Oh, the humanity.
Grandpa Max: How are we gonna ground that electric devil?
Gwen: Grandpa, you're a genius!
Grandpa Max: Well, thank you, Gwen. Why?
Mayor: (monotonous tone) Is it just me, or is there a lot of excitement today?
Gwen: Why go Upgrade?
Upgrade: It's complicated. You wouldn't understand.
Gwen: Watch didn't let you change into what you wanted it to, did it?
Upgrade: Shut up!
Grandpa Max: (about Megawhatt) You left that thing inside a rubber-band ball all this time? Isn't that kind of dangerous?
Mayor: Not so long as people minded the signs. (stares at Ben & Gwen)
Ben: All right, we did it. We're guilty.
Gwen: So much for admit nothing.
Grandpa Max: We're going to talk about this later, you two, but for now, how do we stop this thing, Mr. Mayor?
Mayor: Whatcha mean, "we"? You let it out. You catch it.
Ben: Whoa! What happened?
Grandpa Max: I don't know. Looks like a tornado tore through here overnight.
(Grandpa Max stares)
Ben: I mean, yeah. It was just one of those freaky nature things, right, Gwen?
Mayor: I think it's pretty clear who's responsible for these juvenile acts.
Grandpa Max: Juvenile acts? Huh. If I didn't know better, that sounds like--
Mayor: Oh, I'm not talking about these youngsters.
Grandpa Max, Ben, & Gwen: You're not?
(Grandpa Max glares; Ben & Gwen smile)
Grandpa Max: Yeah, well, if they didn't do it, who did?
(Megawhatt shows up, pulling Gwen's shirt over her head and laughing)
Ben: What's that?
Grandpa Max: What the heck happened here?
Gwen: He knows everything. We are so busted! We have to come clean and tell Grandpa everything.
Ben: Sometimes it's hard to believe you're really a kid. Never admit anything until you absolutely have to. Got it?
Grandpa Max: Benjamin, Gwendolyn, get out here.
Gwen: Gwendolyn? We're doomed.
Ben: (looking at a giant rubber band ball) This is "it"?
Gwen: It's a big ball of rubber bands.
Mayor: And who knows what secrets lie within.
Ben: Uh, more rubber bands?
Grandpa Max: Ah, is this place great or what?
Ben: Uh, I'll go with "or what."
Grandpa Max: Come on. What's more exciting than the world's biggest fish bowl?
Ben: Um, everything.
Stinkfly: (after rescuing trucker) Loogie saves lives.
Kid: Ahh! That's the monster that ate that kid!
Stinkfly: Well, look at the time. Gotta fly! (flies away quickly)
Grandpa Max: (about Stinkfly) Come on, folks. Give the... bug a chance to work.
Stinkfly: The fire's too intense. Oh, I wish I was Heat Blast!
(Gwen smacks Four Arms after the run-away rubber-band ball comes to a stop)
Four Arms: Ow. What was that for?
Gwen: For turning me into a criminal.
Four Arms: Don't get your shorts in a twist. I'll just put everything back the way it was. No problem.
(the Omnitrix beeps and Ben reverts back to human form)
Ben: Okay. Maybe a little problem. (ball reacts to Omnitrix)
Gwen: What are we going to tell Grandpa?
Ben: Nothing. We just play dumb.
Gwen: Easy for you. You're a lot better at it than I am.
Grandpa Max: Hey, there you are. Isn't this place a riot?
Gwen: Why, did you see? We don't know anything about it.
Ben: She means it's great, Grandpa. Can't wait to check out the bathroom!
Gwen: (about Four Arms' prank with the giant rubber-band ball) Got something special in mind?
Four Arms: I don't know. Maybe the world's biggest booger.
(Gwen laughs; Four Arms tosses the ball back and forth)
Gwen: Careful, dweeb, you'll drop it.
Four Arms: Not a chance. (balances the ball on one hand) I could lift this thing with three hands tied behind my... (drops the ball)
Ben: (about the giant rubber-band ball) Look at this place. These guys are full of "it." We've been punked.
Gwen: It is pretty lame. I can't believe Grandpa was so excited about this place.
(Ben moves next to the rubber-band ball, smiling)
Gwen: I know that look, Ben. What are you thinking?
(Ben moves behind the rubber-band ball, transforms into Four Arms, and then picks it up)
Four Arms: One good prank deserves another.
Gwen: For once, I agree with you.
(Ben rings the bell at the jackalope exhibit; the Mayor shows up)
Mayor: Tickets, please.
Ben: I thought you were the mayor.
Mayor: He who wears the crown is burdened by many hats, son. (as Ben and Gwen enter the exhibit) Mind the signs.
Grandpa Max: Ben, better get up here.
(Grandpa Max hits the brakes, sliding Stinkfly to the front of the RV)
Grandpa Max: Oh, good. You're all ready to go. We got trouble ahead.
Gwen: (after Stinkfly has scared the kid) There is such a thing as taking a joke too far, you know.
(Stinkfly continues to laugh, then sprays some slime on Gwen's seat; Gwen sits on it, then growls at him)
Stinkfly: Impossible! Funny is funny.
(the kid on the other car eats a hamburger and shows it to Ben)
Ben: Oh, man, the seafood special. Time to pull out the secret weapon. (transforms into Stinkfly and makes faces at the kid)
Father: Ahhh! (steps on the gas)
Gwen: (as Ben makes faces at the kid in the other car) I'd warn you that your face might freeze like that, but, seeing your face, it would be an improvement.
Heat Blast: Missed me, doofus! (blows kisses to Megawhatt)
This is the first time in the series when Ben turns into the wrong alien form that includes the transformation sequence.
Heatblast - Upgrade
Third appearance of Four Arms and Stinkfly. Fourth appearance of Heat Blast. Second appearance of Upgrade.
When a Megawhatt gives Grandpa Max a wedgie, we see that he wears underwear with lightning bolt patterns on it.
Gwen believes the Megawhatt to be an alien in this episode. This is factual, because in "Ben 10,000" future Ben has gained the ability to transform into a Megawhatt named "Buzzshock", appearing green and black instead of yellow and black, and gaining the ability to manipulate green electricity.
Running Gag: The Megawhatts punking everyone.
The Megawhatts' teeth strongly resemble Vilgax's teeth.
Main Transformation(s): Upgrade.
Cartoon Network (UK) airdate: Saturday, April 1st, 2006.
Ben and Gwen spend the night in the Sideways Motel, sleeping in beds mounted on the wall. They are held in place by their bedsheets. When Grandpa Max wakes them up, they tumble out of bed.
Upgrade's transformation sequence is finally seen in this episode. His first appearance in "Permanent Retirement" was not included.
This is the first episode to credit Moxy as the "Main Title Vocals" (theme song singer) in the closing credits.
Even though his name is never mentioned on-screen, the Mayor's name is Earl.
Most of the exhibits at Sparksville featured "The World's Largest" or anything else that represented something larger than life. The various exhibits featured at Sparksville are:
1) The jackalope.
2) The planetarium.
3) The sideways motel.
4) The world's largest house of cards.
5) The world's largest ketchup bottle.
6) The world's largest rubber-band ball.
7) The world's largest fish bowl.
8) The world's largest hot-dog.
9) The world's largest thermometer.
10) The world's largest toothpicks.
Gwen's full first name is Gwendolyn, as revealed by Grandpa Max in this episode. Ben's full first name, Benjamin, was revealed by his teacher in the first episode.
Main Villain Bio: Megawhatts - Megawhatts are little creatures made from pure electrical energy. They can absorb electricity to become stronger and can multiply if cut in half or absorb enough energy. Megawhatts exist to cause trouble and have a dangerous "sense of humor," playing dangerous pranks on everyone around them.
New Alien Abilities:
1) Upgrade learns how to fire positronic blasts in this episode.
2) Stinkfly reveals yet another ability: the end of his tail is very hard and can puncture and cut through things.
3) Heat Blast reveals another ability: he can fly by riding a ball of fire.
Alien Form(s) Used:
2) Four Arms.
4) Heat Blast.
Main Villain(s): Megawhatt.
Megawhatts: Powers & Personality
The Megawhatts are similar in powers and personality to Experiment 221 (aka "Sparky") from Lilo & Stitch: The Series.
The Megawhatts are very similar to Kremzeek from the original Transformers series. Both are electrical, small, and are very mischievous.
Scooter Soda: Name
The soda machine attacked by the Megawhatts is labeled "Scooter Soda." "Scooter" is a reference to Scooter Tidwell, one of the show's directors.
Gwen: You thinking what I'm thinking?
This is possibly an allusion to Pinky and the Brain, in which Brain would say a similar statement to Pinky just before revealing his intentions. Since Gwen is often portrayed as the smart one and Ben as the dumb one, it would seem to fit.
Snapshots: American Gothic
One of the snapshots that Ben and Gwen take show their heads replacing those of a man and woman in simple clothes standing in front of a house. The man is holding a pitchfork. This is a parody of a famous painting by Grant Wood called American Gothic. It is now more than 75 years old.
Among the various "world's largest" object exhibits is an exhibit for a jackalope. Jackalopes are basically jackrabbits with antlers. They are a common tourist ploy in many towns, as well as one of the most popular ones. Click here if you want more information on jackalopes.
Previous Episode: Seafood Special
In "Hunted," Ben uses the term "seafood special" to describe what he's going to do to Kraab.
Episode Title: Tourist Trap
The title is a reference to places whose income relies almost entirely on tourism. These places are called tourist traps.
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