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    Season 1 
Waterfilter
  • Gwen is trying to "filter" Ben's messes since he loves playing around with water. He denies it. Cue a montage of Ben making cannonballs in water (some of which seem to date from before he even got the Omnitrix!).
    • Even his pet fish tells him not to do it!
  • Gwen is giving her help, explaining he wouldn't ruin any national monuments with her around. According to Ben, this has already happened before.
    Ben: Hey, that statue was asking for it!
  • Though this is funnier from a meta point of view, Gwen later points out Ben is responsible for the Hydromander because it makes no sense a monster appears by pure coincidence just when they get to Niagara Falls. As if it wasn't how all of their adventures usually start!
  • Todd and Sally (and their Butt-Monkey role in the reboot) are introduced when Todd is about to propose to her. When the Hydromander catches them, they start arguing and blaming each other, completely disregarding the fact they're about to get eaten.
    • Immediately after Ben releases them, they're back in each other's arms as if nothing ever happened at all.
    • Later, they're having a picnic, right before an adolescent Hydromander lands and ruins the date.
  • After defeating Overflow a first time in the water, the Hydromander buries him under rocks like a dog would bury a bone in the ground.
  • While he's brooding on his defeat, Ben blames his Ben-tuition for making him lose. He physically punches the word out of the screen as soon as he talks about it.
  • The episode ends on Gwen realizing she and Ben have different ways of doing things. She doesn't even get to end her speech before Ben goes for another dive-bomb in the water as Cannonbolt.

The Ring Leader

  • Ben literally deflates when he's told his video game victory isn't the same as a real victory.
  • Ben gets the idea to wrestle as Four Arms, under the name of the "Crushster". Gwen tells him he can't compete with four arms. He just hides them behind his cape as if it was nothing.
  • Gwen takes on a corner person attitude to help Ben, calling her cousin "kid" and changing her voice to sound rough and talks like a tough movie boxing coach in general. It doesn't help that she took a beanie and a hoodie to look more convincing.
  • As Gwen notes, the other wrestlers are fighting dirty. One has spiky brass knuckles Ben makes go inside their wearer's head (nothing visual), someone has a snake with them, another guy has metal fingernails, and there's a girl who's wielding a sword.
  • The referee is so biased, he keeps begging Iron Kyle to get up so that Four Arms doesn't win, even stalling the moment he has to hit the mat, inadvertently allowing Kyle to go back to the battle after that Ben times out.
    • His reaction to discovering who Ben is is priceless.
  • The public is completely outraged by Ben's powers and calls it cheating, completely disregarding that Iron Kyle and the other wrestlers are even less subtle than Four Arms.
    Four Arms: Hey! You know he has metal arms, right? His name is Iron Kyle.
    Angry teenage kid: It's a metaphor!
  • Everyone seems to calm down at the sight of Iron Kyle trying to reduce Ben to dust.
  • After that both kids are disqualified for cheating (Kyle for using metal arms, Ben for using alien technology), they both decide to settle this in... another game of Sumo Slammers.
    • Ben seems satisfied with winning against Kyle in a video game, disregarding Max's words in a funnily positive way. Gwen still has her coach persona on.
      Gwen: You're a bum, Tennyson, a bum.
    • Max comes in with a cup of coffee, still wearing his sleeping robe, and having missed the episode's events, asks who Kyle is.

The Filth

Freaky Gwen Ben

  • Max sets the conflict in the episode by giving the kids money so that they can "regain their youth". The kids' expression sells it.
  • Ben and Gwen get the idea of putting their money together to buy something, right after seeing two people who did and bought a tank.
  • Hex comes into the swap while floating and meets Prospector Pete who tries to sell him stuff while talking like a cowboy, suggesting boots and fuzzy chaps to an obviously threatening sorcerer.
    • Hex starts monologuing and people at most stare at him while still going on their business.
  • Ben and Gwen going through the various items to buy, even getting a Wildmutt mask at some point.
  • The faces Ben and Gwen make while trying to explain their issue.
  • When the kids realize they switched bodies, they repeat word for word the dialogue of "A Change of Face" from the original.
    Both: You're me?! But I'm you?! [scream]
  • As soon as he gets his hands on the Titan Gauntlets, Ben attempts to be a Flying Brick.
  • Gwen uses the Omnitrix and asks for Grey Matter. She then realizes Ben really doesn't have much of a say in what alien he gets when instead of Grey Matter, she gets Four Arms, trips and gets a cover on her face, all under Ben's smug look.
  • After that Max manages to tie up Hex with his own spells, he tries to bring Ben and Gwen back to normal. He can't pronounce the spell right, to the point Hex gets fed up and says it himself to stop Max from butchering it even more.
  • The hippie vendor gives the kids the toys they wanted to congratulate them and thank them for saving everyone. It seems Ben's slushie machine's original flavors can actually burn skin. Ben has zero qualms about drinking it.

Take 10

  • The kids enact what any kid would do if they've had superpowers: trying to make a movie out of it!
  • Ben makes a decision after that the Bug Gang escapes.
    Ben: I will catch that crazy Bug Gang!
    Max: Please let that be the end of the sentence.
  • Ben's face while claiming he's not funny.
  • Grey Matter returns, and so does the gag of accidentally becoming him!
  • Near the end of the episode, Gwen deletes all of their footage, including Ben's heartfelt speech about being a hero, to make a cooking show instead. Ben looks disgusted looking at Max's food, saying he's "lost his appetite for show business".

Animo Farm

  • Ben's terrible excuses in trying to stay inside rather than going to the festival with Max and Gwen.
  • After calling himself a loner, it doesn't take a lot of convincing to get Ben to play with the other kids, as proven by him agreeing to play after he was called the best player one of the kids have ever seen. All he did was catch the ball.
  • The other kids are terrible at playing football. The emo one doesn't move at all and accidentally makes his friend trip, the kid with glasses is busy reading a comic book in the middle of the game, and Ben gets completely curb-stomped by the bullies.
  • Ben complains about why playing outside is bad, using the Alphas coming in as a reason.
  • Stinkfly tries to take on Napoleon, only to realize his gas is like a G-Rated Drug to the two-headed pig.
  • Stinkfly's face when he is trying to think of a plan.
  • Stinkfly is able to rally the Accidentals and gets Minitaur to join through expressions, using Minitaur's words to convince him. It works, but it also ends up as a Mind Screw.
  • The sheer ridiculousness at the Accidentals, including Chinzilla, being too scared to fight back even though they're clearly tougher than the Alphas together, especially if one of their members is an omnivore and the other can spit fire and is indestructible.
    • The episode ends on this note:

Clown College

  • Max is able to get Ben, of all people, interested in college. His way of doing it? Talking about how he used to make pranks, setting the gag for the episode.
    Gwen: Ooooh, the school of geology! Are you thinking what I'm thinking?
    Ben: Yup. Go somewhere else and look for some pranks. (leaves)
    Gwen: What.
  • Cannonbolt makes a pun about college while fighting the clowns. Gwen has none of it.
  • Ben says at the end that he finally started to get college, citing classes, pranks, clown attacks, then mentioning the Wolves making a giant racket out of themselves, describing it as "college stuff". The episode ends on Gwen responding by suggesting to go watch TV.

Something I Ate

  • Animo made his monster capable of eating anything. He apparently didn't think it'd include his camera.
  • When Max talks about the museum's content, an actual boredom meter appears above Ben and Gwen and fills itself to the maximum level, before a piece of it falls on Ben's head.
  • Ben falling down when the Omnitrix times out as Stinkfly.
  • Grey Matter making a double helix inside the Slurpstack.
  • Grey Matter manages to make an escape plan, by building a rocket-shaped shelter made of gold for Max.
  • The Slurpstack is defeated after Gwen tamed it by Grey Matter making kung-fu moves. Gwen is covered in pink saliva while Max is still stuck inside the rocket ship.

Rustbucket RIP

  • The fact the town's literally named "Oldeville".
  • An old lady calls the Tennyson family's driving out, telling them to slow down and calling them hooligans.
    • She reappears calling XLR8 a hooligan rightfully this time, except she doesn't seem to acknowledge he's an alien.
    • She reappears a third time, picking up a penny and accidentally tripping a running XLR8, making him land in front of the Rustbucket.
      Gwen: Nice landing.
  • Gwen suggests the town might be better than it looks. Cue a tumbleweed rolling by.
    Ben: Is it possible to literally die of boredom?
  • "It's like a skate so this can wait! Fast not late, XLR8!"
  • "Sure, like anything could happen in boring old Oldeville..." Cue Billy arriving at that precise moment.
  • Ben and Gwen react to the Rustbucket being stolen.
    Gwen: Ben? Ben!
    Ben: What? Those are some seriously cool toys!
    • Max comes back right after Ben realizes they're in trouble.
      Max: (waves with a huge grin when the bus arrives in front of Ben and Gwen)
      Gwen: What could possibly happen in boring old Oldeville?
      Max: I thought the Rustbucket would have to be stolen before I get either of you excited about one of these Oldeville tours!
      (The kids uncomfortably and forcefully laugh at his joke, realizing how right he is. Max joins them.)
  • Wildvine tries to reach the Rustbucket by vine jumping and complains Tarzan makes it look so easy.
  • Pretty much all of Gwen's attempts to distract Max from seeing Ben and the stolen Rustbucket, along with the tour driver speaking in a monotone voice about the town and the difficulties caused by Ben and Billy fighting.
    • When they pass directly in front of each other, Gwen covers Max's eyes to prevent him from seeing the fight. The frame-by-frame transition and Wildvine and Gwen looking at each other sell it.
    • The driver is momentarily surprised (well, as surprised as he can look) that Gwen finds the tour exciting and tells everyone to fasten their seat belts.
  • Heatblast calls Billy "Baby Billions". When Billy's defeated, the way he cries is akin to one of a baby, making Heatblast's insult accurate.
  • After only being mentioned in Omniverse, we finally get to meet Billy's parents. Their response to his shenanigans? Berate him for wrecking the car and failing to defeat Ben. They lecture him by telling them they'll discuss his failure on the Billions-copter. We now know where Billy gets his Spoiled Brat attitude from.
  • Max is so out of touch with what kids nowadays like, he doesn't realize that tearing a super rare Platinum Sumo Slammer card into two doesn't resolve the argument between Ben and Billy.
    • Ben and Billy both scream in anguish when they each get half of the card.
    • Billy's face when the helicopter door closes is akin to a Looney Tunes expression.
  • The episode ends with Gwen telling Ben they're now stuck in Oldeville until the Rustbucket gets fixed.

Ben 24hrs

  • Ben's flashbacks show him defeating various criminals and creatures, all ending in him putting shades on with Totally Radical transitions and pick-up lines.
    • His shades melt with Heatblast, Wildvine only having one eye doesn't match when he puts them on, and he ends up with four pairs of shades when adding one for each of Four Arms' witty additions.
  • Anybody who likes to binge-watch late at night can relate to Ben staying up all night to watch season 2 of Sumo Slammers.
    • Ben's excuse as to why he didn't sleep? "Justice never sleeps."
  • Ben barely manages to stay up during breakfast, occasionally passing out and waking to tease Gwen.
  • The way the Tennyson's 12-hour hike is portrayed makes it exaggeratedly tedious to the point of hilarity.
  • Ben calls Gwen a baby after fainting once again, all while Max is tying his laces for him because he knows Ben always has trouble with it.
    • Earlier during breakfast, Max cuts Ben's bacon the way Ben wants like a parent satisfying a young kid's wish of candies. Gwen also points out Ben has baby cheeks when he's tired.
  • Ben tries to stay up by turning into Four Arms. As soon as he transforms, he faints and goes back to sleep, earning a facepalm from Gwen.
  • When a sleepwalking XLR8 takes Gwen for a ride through the night, he runs over a palm tree to another, similarly to Sonic running up a loop.
    Gwen: Wait, are you sleepwalking? Running ?! ALIENING?!
  • When XLR8 crashes through a wall, everyone seizes the opportunity to enter Adrenaland without paying to get a ticket.
  • XLR8 and Gwen accidentally tackles a kid eating a spicy pepper and make him breathe fire. Said kid suspiciously looks like Lars Barriga, a teen from another Cartoon Network show featuring an alien kid, who was put in a similar situation.
  • There's a huge dissonance between Ben's behavior and the setting in the scene where he is stuck in a green void, surrounded by silhouettes of his aliens. He's still asleep, telling someone not to make him eat the squid ink, and that he'll "do his homework yesterday".
  • We get to see the possibility of Master Control or Ben being able to use the quick-switch feature by will, as Ben alien-jumps from XLR8 to Overflow. Gwen's expression sells it.
    Gwen: WHAAAAAAAT?! DID YOU JUST ALIEN JUMP?! How did you just alien jump?
  • Ben ruins yet another one of Todd and Sally's dates. Overflow douses them with water, so Todd shields himself using Sally. She spits water afterwards and angrily declares she's going back to her mother's.
  • Ben triggering the Omnitrix in making him change his form... is represented by him snoozing an Omnitrix-like alarm clock.
    • He switches from Overflow to Cannonbolt after making the Shock Tower collapse, but his transformation scene has him yawning before going back to sleep.
  • Gwen spends the entirety of the episode becoming gradually hysterical with Ben's sleeping damage.
  • The Adrenaland mascots criticize how Ben looks and his destruction path similarly to how one would criticize the reboot.
    Red Solo Cup: Soooo, is that a new show?
    Megaphone Mascot: That new guy wrecked my booth!
    Glow Stick: Aw man! Why does the new guy get to wreck stuff?
    Megaphone Mascot: Yeah! And what is he even supposed to be? A water filter or something?
  • Gwen gathers the mascots to stop Ben, taking the Glow Stick mascot's shades and talking like a team leader to do so. The mascots seem fine with obeying her, with the Megaphone Mascot noting she's authoritative.
  • When Ben still doesn't wake up from being thrown on a wall after getting stuck inside a huge megaphone, Gwen manages to find the one thing that will wake him up: Sumo Slammers. Season 3!
  • Ben realizes he wasn't dreaming about Adrenaland getting wrecked.
    Ben: Sooooo... not a dream?
    Gwen: Nope.
  • The kids are completely tired after fixing the park, and practically cry like babies when running to Max.
  • Gwen mentions Ben alien-jumping. Ben brushes her off as being a baby before the episode ends, not realizing he's had Master Control for a night.

Riding The Storm Out

  • The episode begins with the Weatherheads in their human disguises when a little girl accidentally throws her frisbee in their direction and Gust-O catching it.
    Girl: Thanks mister! You wanna play?
    (Gust-O throws the frisbee behind himself far in the sky)
    Girl: Ya could've just said no! (angrily storms off)
  • Ben and Gwen get excited about camping, setting the tent. They're confident about their camping skills and call themselves natural, while the tent looks like a crumbled piece of paper with the pegs coming out everywhere.
  • Max's record in making a fire is 4 hours. His new record in the episode is 3 hours and 47 minutes. Sure makes a big difference there!
  • Ben wonders if his multi-tool has an umbrella when everyone is running from the bad weather.
  • Ben messing with the watch using a mini-drill results in a mess akin to the one in "Dr. Animo and the Mutant Ray". Namely, we get a new theoretically useful but turning out disastrous fusion called Grey Arms: three tiny Grey Matter arms, a normal Four Arms arm, a leg of each alien, and Grey Matter's face with two of Four Arms' eyes on Four Arms' neck looks like an imitation of Kevin's first mutation in the original series.
  • The Tennysons lead the campers to safety, getting a few adults, children, and a bear through a tunnel following Max.
  • This exchange when a tornado appears:
    Ben: Wow! Didn't see that plot twister!
    Gwen: You did not just say that.
    Ben: Said it!
    • Then:
      Max: The campers are all clear! Let's blow this place and regroup!
      Gwen: You did not just say-
      Ben: (cuts her off) He said it. Come on! (takes her inside the RV)
    • Then, when Ben became a hybrid of all his aliens:
      Amalgam Ben: What, something on my nose? Not that I really care.
      Gwen: (laughs a bit) I wouldn't go a-head with this alien!
      Amalgam Ben: (sees his reflection in Max's rear-view mirror) Aahh! You did not just say that.
      Gwen: Said it!
      Amalgam Ben: (beat) I'm leaving now.
  • While the Rustbucket is flying, Hex can be seen flying on a broom outside.
  • The fact the characters keep talking about the watch "rebooting".
  • Ben tries to use the watch again, and rather than getting a hybrid of two aliens, he turns into a hybrid of all his aliens, his human form included. The result looks surprisingly similar to Kevin's first mutation and may have been considered a bit more seriously had it not been for Ben's human head looking tiny compared to the rest of his alien body. The Weatherheads are justified in laughing at him when they see him.
  • After managing to turn the Weatherheads against each other and saving the day, Ben is back in the RV. Max congratulates him for using their powers against them and Gwen tells him she's impressed he hasn't touched the Omnitrix in 15 minutes. Cut to Ben impatiently tapping on the table while wearing a miniature dog cone on the Omnitrix, preventing him from using it.

The Clocktopus

  • Ben's exaggerated reactions whenever he sees anything squid-related.
    • When they go get ice cream with squid ink, not only does he act all nervous with weird eyes all throughout it, he immediately expresses over-the-top regret after that Gwen tricks him into ordering an extra-large ice cream. His long silent scream with his voice cracking sells it.
    • Immediately after, he rushes to a knock-over-the-milk-bottle game counter as Cannonbolt to hide. When Gwen confronts him about his fear, he brushes her off.
      Gwen: Cannonbolt? Seriously?
      Cannonbolt: Lay down your money or keep moving!
    • His utter excitement when Steam Smythe comes to wreck stuff, thinking he's finally facing something not squid-related... and then him discovering Steam Smythe uses a Clocktopus. AKA, a giant squid-based robot.
  • Apparently, there's no ice cream left after a family bought the last ones. Said family is shown taking a selfie on the pier, before throwing their ice creams whole in the trash can behind them.
    • Max's reaction to not getting his ice cream sells it.
  • Steam Smythe is so obsessed with his old ways, Max and Gwen are able to trick him into dueling against Ben using an outdated language.
    • Earlier in the episode, Steam Smythe refuses to hurt a young woman who's taking part in destroying Squid City to build a multiplex instead. He however does so out of chauvinism, outraging Gwen who looks upon the scene.
  • The Tennysons try to evacuate the pier before the duel starts... except everyone wants to see the battle between Ben and Steam Smythe.
    • They're all holding signs going from showing their eagerness to witnessing the duel to being plain random.
      • "TICK TOCK!"
      • "INK BATH!"
      • "CEPHALOWNED!"
      • "OCTOPWN'D!"
      • "FIGHT"
      • "MY MOM MAKES GREAT LASAGNA!"
    • When Ben calls off the fight, they finally leave. Out of disappointment and disregarding the danger Smythe presented.
  • After Max makes an inspiring speech, Ben makes a decision... He refuses to fight and runs off-camera.
  • Four Arms makes the Clocktopus spin around. Steam Smythe tries to keep his cool while attempting to stop his machine's spinning. The only problem is that with his machinery being outdated, it takes a while to do so.
  • Steam Smythe manages to escape after being defeated, on a winged pedaling machine.

Growing Pains

  • Ben bouncing himself on a sofa. Gwen calls him a baby and follows after him when he tells her to say it to his face. As it turns out, she progressively has fun doing it too. Then Max stops them from fooling around any more.
  • The kids progressively realize something is wrong with all the babies roaming around in the store. They still care about proving the other is the real baby more.
  • Max sighs as the kids keep getting more and more reckless.
    Max: "Take the kids across the country", they said. "Ooooh, it'll be fun!", they said.
  • Ben uses XLR8 to get a snack before Gwen does. His only problem is that XLR8 doesn't have pockets where to take his money from, meaning Gwen gets to buy a snack before he does.
    • Max arrives a few seconds after that Ben timed out, and finds the entire store in a mess. Ben and Gwen somehow managed to turn the place upside down in a matter of seconds, both humans, all just with their usual arguments.
  • Max takes Ben and Gwen to Nanny Nightmare's daycare. They complain about not being babies, all while whining and shouting while being held by the arm by Max, with Gwen falling down on the ground like Ben while they are both crying.
  • Gwen has to point it out for Ben that they turned younger after that Nanny Nightmare's powder de-ages them. According to her, they're more like toddlers, implying her powder isn't working as expected. She just tells her henchmen to take them away, paying no mind to both cousins still retaining enough intelligence to stop her.
  • Ben having a tantrum as Baby Four Arms after transforming. Gwen's reaction? "Awwww! So cute!"
    • Same thing happens with Baby Upgrade later on. "Awww! Baby Upgwade!" Upgrade is still not amused.
  • Baby Four Arms tells Baby Gwen to use the car and gives her directions when they're trying to escape Nanny Nightmare's henchmen. She repeatedly reminds him it's a toy car.
  • Four Arms slows down the henchmen... by throwing babies at them. Gwen calls him out on it.
    • When they find an exit, he throws one last baby at one of the guys.
  • Ben manages to get Nanny Nightmare's attention by repeatedly burping, annoying her to the point she attacks them. Gwen finds it funny for once.
  • Upgrade manages to reverse the baby powder and return everyone to their original age, as well as aging Nanny Nightmare to the point of being an old lady.
    Old Nanny Nightmare: You reversed my de-aging powder!
    Upgrade: Sure did, and now even your wrinkles got wrinkles!
    Gwen: Ooooh, face!
  • Ben and Gwen's reactions when they realize the reversed powder could've aged Max until he died. They cry in front of a pile of dust before Max comes out of a tent nearby.
    • The episode ends with Ben and Gwen crying like babies, with Max oblivious to the episode events. He suggests getting them a nanny more often, to which both complain immediately.
      Max: Alright, alright. You don't have to be babies about it.

Shhh!

  • When they arrive at the Docile Dragon Domicile, Max realizes he should've gotten Ben and Gwen to compete about who's the quietest earlier.
  • Max's numerous attempts to get Esther to appreciate his company, with her seemingly being displeased by most of his gestures.
  • Ben repeatedly failing to stay quiet or make Gwen break her silence vow. It goes so bad that he ends up causing the issue of the episode: awakening the dragon that was asleep until he came into its cave and started playing drums with the crystals around it.
  • The people of the Domicile repeatedly shushing the Tennyson family, mostly Gwen. They even stop themselves from rejoicing at the end of the episode before resuming when they realize they don't have to stay silent anymore.

Brief Career of Lucky Girl

  • Ben assuming they're invaded by aliens and almost going hero. It doesn't help that Max used the words "alien worlds".
  • This episode has a lot of meta jokes, mostly due to the characters going to Cos Con, a Cosplay Convention.
    • Ben stumbles on a group of kids LARPing (live-action role-playing). The kicker is that the show they're making an RP out of is a mixture of Harry Potter and... Star Wars.
    • Four Arms trying and failing to find any fans at the con.
    • Max's cosplay of his favorite show, "Star Shlep", consists of a helmet with fake purple hair and goatee. Complete with a "Super Sentai" Stance and a space background.
      • He later shows a picture of himself with other cosplayers, who look older and less enthusiastic than him while he's really getting into it. Ben and Gwen consider themselves lucky to not be there when that happened.
    • Hex repeats the words "awesome LARPing" after that Four Arms leaves. It wouldn't be funny if he wasn't always The Comically Serious while using a fandom term.
  • Ben goes into the convention using Four Arms as his costume.
  • Gwen introduces her favorite superhero, Lucky Girl, using her costume. She takes a superhero pose by holding her cape, complete with action comic-styled background and the use of Ben's transformation sound.
  • Hex's magical trinkets, as some fans noted, look a lot like Lucky Charms (a real-life cereal brand) with their odd shapes.
  • Hex explains what he could use the wand of Merlin is before Oliver interrupts. Apparently, whoever gave him that wand was named Walter.
  • While looking for Ben after being denied the entrance to the Lucky Girl movie, Gwen asks herself where Ben could be. She hears him yelping while Hex is keeping him tied up, concluding that he was "in trouble, where else?"
  • Lucky Girl makes an entrance.
    Gwen (as Lucky Girl): To be clear, Lucky Girl is here!
    (Beat)
    Gwen: Yeah, that could probably use some work.
  • All throughout the episode, Oliver thinks Ben, Lucky Girl, and Hex's fight is all just a big LARPing session, despite almost being attacked by a giant blue ogre.
  • When Heatblast and the Ogre are fighting, they accidentally destroy a shop selling mint condition collectibles. The collectibles guy just corrects his sign to say "Near Mint Condition Collectibles" with a red marker and doesn't react to what just happened.
  • Gwen takes advantage of a crowd of other Lucky Girl cosplayers to stall Hex. He manages to catch her... or rather, catch an old lady who conveniently has a similar haircut and hair color to her. Said old lady seems amused by Hex before running away laughing.
  • Lucky Girl goes out of the building and lands on garbage bags, commenting that wasn't the exit she had in mind.
  • Hex keeps repeating or rephrasing what other characters say throughout the episode, eventually making puns of his own.
  • Word of God reveals that Hex doesn't know that today's youth takes pleasure in cosplays and is aware of the existence of actual zombies. This leads him to act like a complete coward when he sees zombie cosplayers and ends up climbing on a Squal Trooper's helmet like a scared cat.
  • A man in a Merlin costume (probably Walter) congratulates Ben and Gwen for their victory the way a druid would with an outdated speech. He and the Squal Troopers later take Hex into custody with Overflow praising them.
    Overflow, with an emotional voice: You're doing the space future proud.
  • After Hex is defeated, Ben asks where the real wand is. Cut to Oliver who's turning the Ogre back into its original brick sculpture form.

Bright Lights, Black Hearts

  • Both Ben and Morningstar (despite being the protagonist) poke fun at the plot of "The Un-alivers", asking what guy would want to kiss a dog girl.
  • After Ben felt guilty for making Gwen lose the chance to see the movie, he transforms into Wild Vine to get her back on set, ignoring the sign prohibiting access to people not working on the movie. When Gwen points it out, he replies like this:
    "I'm a plant! Plants can't read!"
  • When Max asks some questions about how the movie is filmed, an operator offers to show it to him… while telling his boss he found some dupe willing to work for free.
    • Sometime later he is seen doing just that. When Ben asks what he is doing, he very enthusiastically replies: "I'm learning!".

Tomorrow Today

  • Max acting like a little kid on the way to Buddy's exhibit, annoying Ben.
    "Grandpa, we are the one supposed to sing annoying songs, not you!"
  • Both Ben and Gwen making fun of how rundown the Visit of Tomorrow has become, especially given how great Max made it sound.
  • After seeing how dangerous the place is (having to turn into Diamondhead to save Gwen from falling from a collapsing part of the house) Ben suggests doing something safer… like swimming with sharks.
  • Despite all, Max is still very excited and run inside the exhibit, leading the kids to this exchange.
    Gwen: [groans] "Is this what we're like when we drag him to the amusement park?"
    Ben: "We probably shouldn't ask questions we don't want answers to."

Xingo

  • During the first half of their "fight", Xingo battles XLR 8 with gags straight out of a Wile Coyote cartoon, including the painting of a gallery on the side of a mountain (with Xingo even saying: "Wow, from this angle, it looks so fake! How did you fall for it?")and the bait for the traps are… bird seeds, which prompts a confused Ben to say he is not a bird.
  • Then in the second half, after Ben discovers he absorbed part of Xingo's Toon Physics, he starts fighting back as Heatblast (with even an "old cartoon" style transformation). Eventually, the fight becomes a contest to see who can crush the other with the heavier vehicle… and while Xingo uses regular ones he pulls out of Hammerspace, Ben makes his with Heatblast's flames.
    • Ben wins with a flame train, creating an explosion… and the smoke takes the form of Ben's human face, much to Gwen's irritation: poor girl seems ready to give up.

Don't Laze Me, Bro

  • Billy Billions lampshades the fact that the show has Limited Wardrobe by calling Ben and Gwen "Two nobodies with one change of clothes."
  • Max's extremely cringey attempts to have a conversation with Billy's dad.
  • When Gwen sees the lasers of the robots bounce on Billy's birthday presents, she questions if they are actually wrapped in real gold.
    Billy: "I'm Billy Billions! Of course they are trapped in real gold!"
  • Due to Ben wearing different clothes and war paint, his aliens also have a different appearance, looking as if they just walked off a music video.

Omni-tricked Part 1, 2, 3, 4

  • While fighting with Animo's new creation (a bizarre mix of an elephant and a termite) as Cannonbolt, Ben seems more interested on how to call it, rather than stopping it.
  • After the creature sucker punches it and starts digging away, an angry Cannonbolt rolls after it… only for the Omnitrix to time out, leaving Ben to roll for roughly two feet before stopping.
  • After his first time as Gax, Ben is super excited to try the new alien again, despite Gwen's suggestion to use someone he has more experience with. Then during the fight, he accidentally causes a volcano to erupt due to being Drunk with Power… and his only comment is how he knows Gwen will so give him the "I told you so" treatment later.
  • After winning the fight, Ben (still as Gax) catches the camera Animo was using to observe them and throw it away, causing Animo to starts spinning… until he realizes he is not inside the camera, so what the hell is he doing?
  • What does Ben uses Gax's Eye Beams for after the fight? Carving the alien's name in a rock multiple times, of course.
  • In general, Ben being his usual dorky self while looking like, well, Vilgax is a sight to behold.
  • While searching for Phil, Max's old friend, Ben is taking advantage of the Omnitrix continuously and randomly switching him from alien to alien to help as many people as possible. At one point he uses a ramp as Cannonbolt to take the sky and turns into Gax. He is overjoyed… then he remembers he is several stories high and wonders if Gax can fly. He get his response in the form of a crater a few seconds later.
    (with the voice dampened by the road) "Nope… can't fly!"
  • For whatever reason, Portland has a statue of a knight… with headphones.
  • Ben had a good night's sleep. Unfortunately, Max, Gwen, and Phil didn't, since he kept changing even while sleeping. We even see a montage of him going through Heatblast, Stinkfly, Four Arms, and Heatblast again. Around 4:00 AM Gwen and Phil gave up, with Gwen keeping the fire extinguisher ready every time Heatblast's flame lit up.
    • According to Gwen, Overflow wet the bed.
  • Ben switching continues while fighting Vilgax. He charges as XLR8, only to transforms in Gray Matter and slams to no effect against the conqueror. For his part Vilgax just swats him away with a finger.
  • Then it seems Gray Matter is actually going to get a Throw the Dog a Bone moment, using his Awesomeness by Analysis to find a way to knock down Vilgax despite the ridiculous difference in size and strength… and then he turns in Cannonbolt, forgetting his plan.
    " I got this… (transforms) I lost it!"
    • He then tries to attack as Cannonbolt: Vilgax stops him with a single hand, looking more bored than anything else.

    Season 2 
Out to Launch
  • While Ben is gushing about his heroine Capitan Mc Cabe and her skills as an Ace Pilot, Gwen is reminding him that a lot of people are responsible for making an experimental plane fly. Ben, not interested, is having a vision of McCabe destroying an asteroid… which has Gwen's face.
  • After Vilgax stole the ship, he is contacted by ground control. Having heard McCabe end her transmission before with "Roger", he responds in all seriousness:
    "You must be Roger!"
  • McCabe's annoyance when she is told the ship will be piloted from the ground: she is only in it as an observer.
  • While waiting for the Omnitrix to recharge, Ben tries to keep Vilgax busy with some light talk. Unfortunately, his choice of conversation (the burns Vilgax got from their last fight when Ben dropped him into a volcano) isn't that good.
    Ben: "Ehe, hey there, Vilgax! Nice tan line you got there!"
    Vilgax: "TAN LINE?"
  • Ben's reaction when, even after dropping Vilgax from the plane, they are still gonna crash.
    • Gwen's reaction (she took control of the ship after Vilgax cut off ground control) is funny, too.
    "You guys just lost a wing! And I lost control of the ship! BUT I'M NOT GONNA PANIC!"

Mayhem in Mascot

  • The Running Gag about how nobody ever read the leaflets. The Monster of the Week even muses that is the reason Gwen didn't know it was evil.
    • If Gwen did, she also would have to know the special prize had been discontinued, meaning the whole plot wouldn't have happened.
  • When Yawk is freed, he starts singing his story as if he was a Disney princess. In a funny exchange of roles, Gwen really gets into it, while Ben is both annoyed and bored.

Animorphosis

  • After Animo transforms into Rath and starts fighting Vilgax Ben, as Overflow, tells him to dodge.
    Ben: "Animo! Duck!"
    Animo: "Actually, I think I'm more of a tiger… Oh!"
  • Ben takes some time to start chasing Vilgax because he was impressed by the cool exit the alien made, much to Animo's irritation.
  • At the end of the episode, Gwen and Max realize they have been Locked Out of the Loop.
    Gwen: "So we're cool, right? No competitive grudges?"
    Ben: "Yeah, we're cool! You never tried to throw me off cliffs!"
    Max: "Wait, what?"
  • Slightly before that, they see one of Animo's Alpha pass them by. They ignore it and keep on eating cookies.

Drone On

  • Ben and Gwen are having a paper plane competition, and Ben is getting defeated each time since Gwen is applying aerodynamics to her design. Then he starts making one with glue, duct tape, paper clips and a blow torch to create… a plane identical to all the others he made so far.
  • One of his planes does fly further away… right in a trash can.
  • Max is having a great time bird-watching.
    "The Bald eagle: so majestic! A cluster of Sand Pipers: so elegant! A nuclear reactor? How magical!"
    • When he asks his grandchildren to join him, Ben replies they are not that bored yet.
  • The sign by the lake: "Lake Erie: not as creepy as it sounds!"

The 11th Alien

  • Gwen's strange obsession with "mystical" crystals: it's not clear how much is genuine and how much is to try and cheer up Ben.
  • Gwen insists the desert is a great place to train with Ben's new alien since there is nobody around. Cue to a lot of people wandering around in some kind of spiritual walk.
    • They reappear later, meditating under a big crystal.
    "Now hush! Kevin is trying to have an epiphany!"
    "You are trying to have an epiphany!"
  • The Omnitrix timing out right after Ben insulted it.
    "What, does it have feelings now?"
  • Vilgax is still mad at Ben for sinking his ship into lava, calling him " Destroyer of ships".
    Ben: "You destroy ONE ship and suddenly you are the "Destroyer of ships!"
  • The Weather Heads's Blatant Lies on how it's just a coincidence they are in the same place at the same time as Vilgax: they are on vacation.
  • After being thawed out, Max and Gwen made ice puns that would make Mister Freeze from ''Batman & Robin" proud.
  • Max tries to teach the kids a lesson about balance using roasting marshmallows as an example, only for a bird to come and snatch them. Gwen lampshades how she doesn't think birds even eat those.

High Stress Express

  • Ben keeps on insisting that XLR8 counts as a vehicle. Why? He has wheels under his feet.
  • While saving the bullet train as XLR8, Ben is mistaken as some kind of bluebird. In the end, the authorities decided it must have been the Road Runner.

Chicken Nuggets Of Wisdom

  • Doctor Animo turns Grandpa Max into a chicken. That's all.
    Gwen: "Was that… a chicken ray?"
    Animo: "What kind of question is that? Of course it is a chicken ray!"
  • Gwen distracting Animo with a therapy session. When the doctor wises up, she literally escapes by pointing towards a direction and saying "What about that distraction over there?" And it works.
  • After defeating Animo, Gwen tries to find a way to reverse the effects of the gun on Max… and see there is a button for "human to chicken" and one for "chicken to human".
  • At the beginning of the episode Animo is flying on his mutated bat, wondering if is not the time to turn over a new leaf… and then he is almost hit by one of Heatblast's fireballs, and decide that revenge must come first. (In Ben's defense, he was just blowing a little steam after an argument with Max, and he had no idea Animo was even there).
  • In the end, Ben is trying to spin a positive note on the episode. Max is having none of it.
    Max: "I was a chicken, Ben!"

Supervillain Teamup

  • Every moment where Vilgax, The Comically Serious champion, has to put up with Zombozo, Cloudcuckoolander extraordinaire for the sake of his plan. In the end, after that fails, he tosses him out of his ship, not even having enough patience left to disintegrate the clown with his Eye Beams.
    • Zombozo saves himself with a pair of parachute pants. Vilgax throws him one of the broken parts of his ship.
  • After the Rust Bucket is caught by Vilgax's Tractor Beam, Ben transforms in Stinkfly and flies off… only for him still being blocked by the beam and having to swim in the air to get free.

Bounty Ball

  • The train tour Gwen wanted to do is so boring that even Grandpa Max can't stay awake for it, and even suggests to Ben to use one of his aliens to speed up the trip.
  • After seeing a shark train toy in the gift shop and realizing he couldn't afford it, Ben tries giving Max Puppy-Dog Eyes to convince him to buy it to him. After Max refuses since Ben keeps on skipping his chores, Ben deduces it must be he has gotten too old for the look to work.
  • Gwen stayed on the train to listen to the history lesson, but as soon as she hears noises outside she gets annoyed, probably guessing there is some problem with Ben.
  • While Ben (as Grey Matter) makes a list of all the things they need to start the steam train, Gwen explains the train has been modernized and all they need to do is push a button.
  • After Ben changes the track the train is on to keep the bounty hunters away from people, somehow the recorded message takes note of it and explains that they are now going to die since they are on the way of a cliff.
  • At the end of the episode, Max says the kids deserve a prize. Gwen declines since she considers hard work its own reward. Ben, on the other hand…
    "Train shark! Train shark!"

The Charm Offensive

  • Ben and Gwen annoying Max until he lets them buy ice cream in the morning.
  • Ben listing Gwen's good qualities belongs among the Heartwarming Moments. However, after some of them, he gets stumped and ends with "And you know where to find the really good ice cream".
  • Ben at one point seems to lampshade how little he has to do with the episode. It can also be seen as a meta example towards the people that don't like the reboot.
    "I'm starting to think you guys don't want me around!"
  • After Charmcaster takes a level in badass by trapping Michael Morningstar in her book, the Omnitrix beeps out, leaving them defenseless.
    Ben:(to Gwen) "Soooo… She only has a problem with you, right?"
  • Gwen is very happy to have her own Arch-Enemy until she realizes what that entails.

Xingo's Back

Ben Again And Again

  • Due to an accident with XLR 8, Ben and Billy are sent to the past, when Ben first found the Omnitrix. Both of them (plus Past Gwen) fight to take the Omnitrix, leading to some amusing results:
    • When Billy gets it and transforms into Four Arms, Ben leads him to Vilgax's robots, giving us the funny image of Four Arms screaming scared, and running away.
      • When she first see Billy transforms, Past Gwen can only keep asking "What happened to that kid?" over and over in a progressively panicked voice.
    • In another attempt, none of them get it: a squirrel somehow wears it and also transforms in Four Arms.
    • When is Gwen's turn, she only gets to use it briefly before they fall into the time portal again, making her laments that even the squirrel enjoyed it for more time.
    • The changes on the timeline get more and more random until the three of them became pirate cyborgs.

Vote Zombozo

  • Similar to Oldeville from Rustbucket RIP, the town in this episode is literally called “Sleepytown”.
  • Ben and Gwen both leave before Max can discuss his plan to stop Zombozo.
  • The Circus Freaks are discussing their plans to spend their cuts of the money: Acid Breath wants to buy mouthwash, Frightwig wants to buy curling irons, and Thumbskull? He wants to get the nail on his head manicured at a salon.
    • Upon hearing that Frightwig can’t afford curling irons, despite them only being $8, Ben actually considers letting them rob the bank so they can keep the money.
  • After Zombozo is ousted, the people try asking Ben for ideas. The Rousig Speech he attempts is about as eloquent as a 10 year-old can give, making them decide to fic their own problems.

Dreamtime

  • Ben tries to change into Cannonbolt inside the dream, but only becomes a ballon version of it. He rolls out anyway… very, very slowly. Zombozo himself is at first amused, then bored and in the end just pops him with a needle.
  • Ben discovers he has some degree of control over the nightmare when he starts flying instead of crushing against a wall. It still takes him several seconds to stop screaming and notice that.
    Gwen: "Ben can fly? I wanna fly!"
    Max: "Me too!"
  • The Tennysons decide to stay awake all night long to not get trapped inside the nightmare created by Zombozo. Ben tapes his eyes open, while Max pretends to be driving and even shouts to non—existing drivers. All three fall asleep one minute later.

Innervasion

  • Gwen objects to using Upgrade to enhance their go-kart, stating she wants to win without cheating. Then, in a Continuity Nod to "The Ring Leader", we see all the other kids are getting ready to cheat (one has a baseball bat to hit opponents, another a compartment full of balls to hinder them, and so on).
    Ben: "Oh Gwen, didn't you hear? They don't let high horses into these races! Guess you better get off yours!"
  • When Ben tries to turn into Upgrade and instead ends up as Shock Rock, Max asks him if he had been tampering with the Omnitrix. Ben responds he didn't… well, not much.
  • The announcer's words before the start of the race: " Racers, start your engines! Just kidding, none of you should have engines! We don't need any more lawsuits.".
  • Ben seems to genuinely believe the giant warbot with Combat Tentacles and laser beams he is fighting belongs to one of the other racers who really, really want to win.
  • After finding out that Vilgax was piloting it Ben admits that the tentacles should have been a clue.
  • Vilgax being trapped in an energy box.
  • Max actually tries to strike a civil conversation with Vilgax. Vilgax menages to act composed for a single sentence before getting angry again. (Also funny on a meta-level, since in the Original Series Max was the first Tennyson to fight Vilgax).
    Max: "Wakey-wakey, eggs and bakey!"
    Vilgax: "Go away, human!"
    Max: "So, they got omelets where you came from?"
    Vilgax: "Rrrr… well, obviously not!"
    Max: "Sorry, what was that?"
    Vilgax: "WHERE I CAME FROM WE'D BE SERVING YOU FOR BREAKFAST, OLD MAN!"
    Max: "Oh, wow: your planet has breakfast too?"
  • The family tries to decide what to do with Vilgax: Gwen suggests handing him over to the police, only for an Imagine Spot to appear to show the results (he would simply get free and attack the agents). They try to think what would happen if he joined their team: the four of them striking a heroic pose, then Vilgax eating Max.
    Ben: "Yeah, not gonna do that!".
  • Ben trying to act natural around Gwen and Max to not reveal his dreams about the Fulminis.
  • Ben tries several aliens to break Vilgax's cage, only for every one of them to fail. Particularly funny is Heatblast, who seems to be getting depressed about it, tossing progressively smaller fireballs. Even the flames on his head go out.
  • Ben and Vilgax meeting Glitch inside the Omnitrix.
    Ben: (smiling nervously, clearly freaked out) "Glitch! Ok! Looks like Upgrade with my head! What could possibly be weird about it?"
  • Glitch had to agree with Vilgax about Ben being "pretty useless" without the Omnitrix.
  • Ben mixing the DNAs of Four Arms, Diamondhead, Heatblast and XLR8 to create a new powerful alien is awesome. Naming him… not so much.
    Gwen: "What you call this alien?"
    Ben: "XLRArmBlastDiamondHeat! I-I'll work on it!"
  • Gwen is disappointed about transforming into Stinkfly and wants a do-over. Max seems okay about being Cannonbolt, however. "I'm all big and rolly!"

    Season 3 
Omni-copter
  • Ben has been unable to use the Omnitrix after the reboot in the last episode. It has only been five days, but the kid is close to losing his mind.
  • Ben and Gwen reflect that Max has been acting strange lately, in particular letting them off chores to watch more tv, play more videogames and buy more comics.
  • The kids are both equally disappointed when the surprise Max has been hyping seems to be… Phil. Gwen hopes there are two surprises.
  • After Ben (as a new alien, Slapback), divides himself in two, one of them suggests to buy a trench coat, pile up and go see a Pg-13 movie.
  • After Ben splits again, Gwen suggests calling the new alien Slapback. Since the copies don't agree, they decide to vote. Three of the aliens vote no, Gwen and the two adults yes… as does one of the aliens, who admits the name grew on him.
    Other Slapback: "Traitor!" (jumps on him and the two start fighting).
  • There is something amusing in Steam Smythe being defeated in less of a minute. It's like the Writers realized that, after all of Ben's adventures, the hero has become competent enough to reduce him to Harmless Villain.
  • When Ben cloning himself is putting the plane he is piloting in danger of dropping, Max rethinks to the beginning of the summer, when he promised Ben and Gwen he won't have problems taking care of them.

This one goes to 11

  • Kevin's bullying left Ben with a fear of public bathrooms and the inability to eat cafeteria food for three months, as shown in the flashback where he puts a 'kick me' note on Ben's back.
  • Kevin laughs at Ben's name for Stinkfly. Ben throws his goop in Kevin's mouth as payback. Kevin concedes that Ben got him pretty good.
  • Ben is afraid to go to Europe, because he isn't sure he will find what he likes, like Sumo Slammer, videogames, water… trees… Gwen is not impressed.

Moor Fogg

  • Ben and Max have increasing trouble saying Sgorr Tuath and Gwen keeps trying to correct their pronunciation.
    • The first time she even said the name, Ben assumed she caught a cold.
  • Gwen terrorizes Ben into coming along through using Scottish Highlands legends, such as the Shapeshifting Kelpies, Herne the Ghostly Huntsman, and the Demon Dog Black Shuck. Needless to say, her tactic is enough to scare him into following.
  • Ben argues he'd rather stay inside with very poor excuses. When Max tells him it's nice to step out of your own comfort zone to enjoy nature, Ben says he likes his comfort zone.
  • As Gwen wasn't there when the little kid gave Humungousaur his name, she thought Ben just made it up. As they're being chased by the giant Fogg creature.
  • Max continuously exasperates the kids by putting on sunglasses and saying "The Chopper" dramatically.
  • Gwen says if their plan doesn't work, they'll become the new ghosts of Scottish lore.
  • Ben hates the weather so much he takes the time to complain about having a soggy butt after timing out on the mud. He even begs for the Fogg to spare him for that.
    • As he goes back into the chopper and complains, Gwen asks what happened to his butt.
  • The Tennysons try to get the Fogg to go away with light, but the chopper's lights aren't enough. Max does point out it made it squint, to which Ben contently suggests the Fogg could go get its sunglasses and leave them. Gwen gives him an 'are you serious?' look and tells him it won't work, to which Ben suggests a plan B.
  • The Fogg particles make tons of little noises as they fall apart, contrasting with the ginormous creature they form.
  • As the day is saved, Gwen screams Ben's name in fear of them blowing them up... until she realizes his plan of using himself to channel the thunder over the copter and into the monster's body actually worked.
    • Max says he hopes the Fogg didn't hurt her. Gwen says she was okay, to which Max awkwardly laughs, as he was actually talking to the chopper instead.

Rath of Con

King of The Castle

  • Gwen keeps pretending she's royalty, at ridiculous extents.
  • The castle's work family's crest is a bear playing the harp, which Ben finds cool. A little wind, he screams ghost and roasts it with Heatblast's flames
  • Ben is afraid of ghosts, as usual. Then Gwen amps it up by pretending to be a ghost using test tubes to create a mist.
  • Ben panics and imagines what he'd do if a ghost ate Gwen, already assuming it's too late for her.
    Gwen, in the daydream, inside a ghost: "Help Ben! The ghost ate me!"
    Ben, narrating with an imaginary Four Arms against the ghost: "You could just go Four Arms and punch! Wait, you can't just punch ghosts. That's like, their whole thing! Okay, but you could..."
    (scene transitions to Overflow against the ghost, with an upside-down Gwen)
    Gwen, with an even less convincing voice: "Save me, I got eaten!"
    Ben: "Blast it apart with Overfl- wait, can't do that anymore, no Overflow." (Overflow turns back into Ben as Gwen makes a defeated face before the scene transitions to Wildvine this time)
    Gwen, reading a book, looking bored and with the most deadpanned voice ever: "Oh noooo, I'm in the ghost..."
    Ben: "Wildvine! Oh no, he's gone too!"
  • Apparently, meeting Kevin in Europe in the middle of a scary maze as a duplicate of one of Ben's missing aliens is still less scary than a ghost for Ben. He even calls Thornblade a "garden variety jerk", showing how little Kevin scares him.
  • Kevin is good at keeping Ben busy with his new aliens as well as quick-switching. He only forgot one thing every Omnitrix has... timing out. Which he does so in front of Four Arms who smugly reminds him of paying attention before chasing him.
  • Kevin manages to intimidate Ben again in the maze by pushing him. They barely last a second before the bear statue behind them makes some noise, immediately making the two of them run for their lives.
  • At the end of the day, Gwen gets a music box that belonged to a queen in their bloodline. Max gets a bag of tea, and Ben gets... his aunt's forgiveness, for causing thousands of pounds worth of damage to the tapestry and gardens.
    • Poor Max spent much of the whole episode helping his cousin clean up the castle, he looks traumatized when she hands him his gift. Just as he was done helping the castle look better, she reveals she called in a team of contractors to do the job, but let him help since he was so insistent. Max says they need to leave.
  • Gwen scaring Ben off with a bear growl recording.

Speechless On The Seine

  • Max parking in a public area as if it was nothing, scaring off the local citizens and tourists.
  • Ben says he'll stay inside and watch cartoons on his tablet. Soon as he's losing charge, things only escalate from here: he tries making Mac and Cheese, triggers the fire alarm, floods the place, and gets himself locked out of the chopper.
  • Ben struggles to understand a mime as he looks for his family. He also keeps talking gibberish and shaking hands up and down trying to speak French, confusing Todd and Sally that were relaxing by the fountain.
  • Ben eating bird seeds.
  • As he trails Thumbskull and finds Zombozo, Zombozo accuses him of following him around, stating doing so is criminal.
  • Ben, now voiceless, has to find his family with even more difficult than before. He's able to get a painter to make an accurate depiction of Gwen and Max... just as they arrive.
    • As Ben mimes Zombozo's plans, it takes a mime to understand what he's doing. Ben's Death Glare at the mime actually capable of speaking unlike most stereotypes sells it.
  • Shock Rock distracts the hypnotized guards by forming an electric cat that shocks them once petted.
  • Zombozo reversing things on himself as he ends up making himself go to the cops by dropping his hypnotizing ray.
  • The Tennysons go back to the chopper... where the water pours down. Ben evades his family's questions by saying he doesn't understand them in French.

Show Don't Tell

  • The very beginning of the episode: Max puts a payment note on the Rustbucket and goes back to Gwen, asking if he missed anything while he was away, before admitting he is joking… he was away for a couple of minutes, what could have happened? Gwen points up in the sky, where Ben is fighting Hex.
  • After his fight with Hex trashes the Ayasha Plinths, Ben tries to lie and say he has nothing to do with it. Max takes a look at crystals he created as Diamondhead, which contains the word "Ben", "Tennyson" and "literally". Ben then tries to argue it must be a different Ben that can create crystals.
  • After Hex casts a spell that forces everybody to see everything Ben says as a lie and believe Hex, Ben (as Humungousaur) picks up Gwen and brings her to a cave to free her from the illusion. All the way to the cave she keeps throwing the same rock (it bounces back to her hand) to his head, making Ben say "Ouch! Ouch!" in an annoyed way. Then he gets fed up with it and eats the rock.
    • Humungousaur complains the rocks being thrown at him could really hurt someone. The hippie hiker says he's lying, before she and her boyfriend get even bigger rocks, claiming those could really hurt.
    • There is something amusing in seeing Gwen able to sit in Humungousaur's hand like she was a doll.
    • After turning back to human, Ben admits the rock isn't sitting so well with his stomach. As the rock creature forms itself again, Ben spits it out and it rolls out to the top of the creature before actually moving.
  • Shock Rock tells everyone the rock creature is a rock beast destroying everything. A tourist points out that's what Shock Rock is, actually stunning Ben for a few seconds before resuming the fight.
  • The way the episode subverts the "lying is bad" Aesop: since the people take everything Ben says as a lie, the only way to break the spell is to say the exact opposite to what he thinks… also known as "lie more".
    • To show her support, Gwen gives a double thumb up to Ben. He has to ask if it is a "regular" or "opposite" thumb up.
  • The hippie hiker tells her boyfriend she specifically said she didn't want to take part in archaic rituals. Her boyfriend tells her "hindsight 20/20, babe".
  • At the end, after they repair the Plinths, Ben messes with his grandpa and cousin by giving them lots of praises and going back and forth if they are genuine or not.
  • Max teases Ben by considering giving him more chores for lying. Ben replies Gwen should get punished for throwing rocks to his head. Gwen defends herself by pointing that their grandpa did the same thing, making Max decide no one is going to do chores.

Don't Touch

  • Ben tries to imagine what a samurai Four Arms would be like, changing his weapons several times. The funny parts come from the imaginary Four Arms's face of surprise every time his weapons are switched.
  • Ben can barely contain himself from breaking into the part of the museum with the samurai weapons. He actually gets excited when he hears a noise inside since he now has an excuse to do it… after all, what kind of hero would he be to not investigate?
  • Ben gets excited by all the weapons.
    "Wow! Sweet swords, armors, sais, bows and arrows, bad guy, shields… wait, bad guy?"
  • After the Forever Knight steals an ancient samurai sword, Ben (as Shock Rock) gives him a warning: give it back or get ready for a fight… then he admits he hopes he chooses the fight because he is really, really bored.
    • What's more? Forever Knight humors him by saying he wouldn't want him to get bored.
    • When he does, Ben happily says:
    "Yay, sword fight! Uh, I mean… crime is bad!"

Cyber Slammers

  • Granpa Max gets extremely attached to a Tamagochi look-alike.
  • After one of the customers waiting in line for the videogame faints, Ben tries to take his place. Max peeks his head out of the tent each time Ben is about to take the step.
  • Gwen tries to convince Ben to not lose his head over material goods… but then she gets distracted by a Lucky Girl's wand.
    • Later, when Ben sees it, she hides the wand behind her back.
  • Steam Smythe starts explaining how he placed his pre-order for Cyber Slammers… in the style of an old silent black and white movie, including the written dialogues. Ben complains he doesn't want to read on summer vacation, while Gwen points out Smythe is already narrating, so the written words are unnecessary.
    • The two are then yanked away from the screen like an old comedy routine.
  • Smythe complains that kids nowadays have no patience, and back in his days they could be entertained for hours by doing factory jobs.
  • Since they are in Japan when Ben transforms into Humungosaur, it's animated as Godzilla emerging from the ocean.
    • Gwen decides to transform into Lucky Girl in a Shout-Out to Sailor Moon… in her head: in reality, she is spinning, putting the costume over her regular clothes, and humming the music to herself.
    • Then both children mock Smythe for not having a Transformation Sequence. He admits he didn't think he was supposed to do one.

Buggy Out

  • When Ben gets out of the arcade, he finds Kevin trying to steal the Rust Bucket. After a moment of silence, Kevin says this:
    Kevin: "Eeeehy, dude! Would you believe I thought this was ''my'' RV?"
    Ben: (completely deadpan) "No!"
    Kevin: Didn't think you would!"
  • Later, Ben is following the RV using his boxcar upgraded by Glitch… while still transformed in Rath, giving a rather surreal image (as well as being a Mythology Gag to the Ben 10 videogame Galactic Racing). Glitch even modifies his color scheme to resemble Rath's.

Introducing Kevin 11

  • While being chased by Ben, Kevin takes advantage of Rush (XLR8's counterpart)'s speed to wrote "Kevin was here. Ben is a loser" on a poster.
  • After hearing about two monsters messing up the market, Gwen hopes that is Kevin doing most of the damage. It doesn't last long.
    Gwen: (watching a hole pulsing with blue electricity)"Yep! Shock Rock was there!"
  • Ben can't stop gushing how cool Kevin's new alien (Bashmouth) is, even while he is beating him up or hurting himself on Bashmouth's Instant Armour.
  • After the Omnitrix times out, Ben is at the mercy of Bashmouth… until the alien sees some meat, completely forgets about his Arch-Enemy and goes to feast.
  • Gwen jokes that Bash Mouth still has better table manners than Ben.

Mutiny For The Bounty

  • When Ben as Rath is looking around the forest for Glitch, he stumbles upon two paths. Unsure on which to take, he decided to tear open one himself.
    "RATH DOES NOT TAKE A PATH! RATH MAKES A PATH!"
    • On a cliff, the Forgeti sees Rath breaking down trees and imitates the famous "Crying native" scene.
  • When Kraab destroys Tetrax's ship, the feared bounty hunter actually whines.
    "I just paid it off…"
  • A few moments later, Kraab and Sixsix start arguing. Of course, since Sixsis is The Unintelligible, we have no idea what he is saying… until Kraab reacts to his last comment.
  • While Ben and Tetrax are hiding in the bushes, they start arguing with each other and are immediately found by Kraab. Geez, who could have predicted that?
  • Tetrax tries to tell a joke using some kind of alien plant. Not only is the idea of Tetrax joking hilarious, but when Ben isn't impressed (since Tetrax was trying to explain it), he actually sounds mildly offended.
  • How does Ben defeat Sixsix? By hitting him so hard he gives him the Team Rocket treatment.

Buggin' The Buggs

  • Ben is confused about what the word "Revivification" means: as Max starts to explain, he immediately gets distracted.
  • Gwen tries to hide the magazine calling Ben's alien forms a hindrance, saying Ben shouldn't see it. He immediately appears next to her.
    "I heard my name and the word "shouldn't" and I came as fast as I could! What's that?"
  • After seeing the magazine, Ben gets very excited, running around the store and freaking out the customers. When a clerk asks Max if Ben is with him, he takes his grandkids and run.
  • The Running Gag of the owner's Offscreen Teleportation and the Tennysons' clothes changing to suit the location whenever the scene transitions.
    Gwen: "When did we change into bathing suits?"
    Max: "Don't question it, Gwen!"

Them's Fightin' Words

  • The Tennysons ends up in a place in Tennessee where corn is the absolute Serious Business: during the reenactment of a battle, it's shown that a man begged for his life by declaring he had a wife, children… and corn. Not only he has more photos of corn, but when the other warrior refuses to spare his life, he asked her to tell his wife to tell his corn he loved it.
    • Speaking of the reenactment, Ben has an Imagine Spot of two Four Arms preparing to do the same. But since he has no knowledge of actual battles his imagination goes out the rails, and the two Tetramands start reading books to research the subject.
  • A moment of Black Comedy: when Hex starts controlling the ghosts of the past farmers, Gwen and Ben are confused as to why they are coming from the cornfield. One of the people living there explains they bury here the corpses to give more nutrients to the plants. The two kids, disgusted, throw away the corn they were eating. Max, on the other hand, keeps eating happily.
  • Rath dressed as General Patton and trying to invent a Rousing Speech to convince the farmers to put aside their differences and fight the ghosts. Being Rath, he quickly runs out of things to say, so he decides to rip out the uniform and declares: "I've got big muscles!". Somehow ''that'' convinces the farmers.
    • Lampshaded by Gwen and Max.
    Gwen: "Years of fighting and this is what brings them together?"
    Max: " I threw logic out of the window the moment a sorcerer used a flute to summon a ghost army from a cornfield!"

Billy Bajillions

  • Billy's butler shows some Hidden Depths by revealing he is a fan of extreme winter sports, judging and giving points to Ben and Billy for their acrobatics while skiing. He also never loses his calm and composed tone, not even when calling a particular trick "the sickest".
  • Billy, angry at Ben for coming to his private ski resort asks if he wants a ski off. When Ben points he is technically on a snowboard…
    Billy: "So it's a multi-disciplinary winter sport off you want, eh?"
  • Whatever the "Brozone Puncher"(the drink Billy is using to create the snow) is, the butler warns the Tennyson that, if they wish to ingest it, they must sign a document that free Billy's family from any legal consequences.
    • When Max asks about its ingredients, Billy answers that legally, he can't tell, and medically, they can't digest it.
  • Speaking of the Brozone, we see a commercial for the drink. It's modeled after the EXTREME ads of the 90', with one big difference… the kid in it doesn't seem to know they are filming one, is terrified by the mascot of the drink and at the end wants nothing to do with the product.
  • After a battle between them, the Forgeti decides to ask for Ben's help for cleaning the forest. Ben is overjoyed, assuming this means the Forgeti now trusts him, and wants to help him, AND wants to be his best friend… the Forgeti makes an uncomfortable face at the last part, and Ben decides he will settle for his help.

Bridge Out

  • Getting frustrated at losing at chess every time, Ben sees himself in the reflection as Heatblast giving himself a thumb up and burning the chessboard.
  • The Tennysons are stuck in a traffic jam. When Gwen asks why they can't use the copter to get out, Max reminds her it is being repaired after last week. Details aren't given, but they both glare at Ben.
  • Gwen still has a crush on Ryan and he still barely realizes she exists. She tries everything to get his attention, including doing cartwheels, juggling, and playing the bass drum, complete with a marching outfit to no avail.
    Gwen: "Oh, come on!"

LaGrange Muraille

  • Ben keeps on switching between wanting to stop the bad guys and admiring their plan.
    "This is really cool! I mean, I'm definitely going to stop you, but it's really cool!"
  • When Gwen needs to contacts Ben, Grandpa suggests using the echo effect of the Great Wall, explaining how it can carry sounds for miles. Gwen, who wasn't even listening, already called Ben on her phone.
    Max: (kicking the ground sadly) "Ooooh, you kids never let me have any fun!"

Xingo-Nation

Four by Four

  • Like any episode involving Ben and Kevin being reluctant allies, this one is pure hilarity. Featuring: an entire city of twins, Kevin being mistaken for Ben's brother because he has the same watch, and laser tag being Serious Business.
  • For the laser tag, Gwen teams with a guy named Fang who looks like a stereotypical assassin. Who gives her a laser chaingun.
  • Both Ben and Kevin transform into Four Arms, and Ben proclaims that together they have sixteen arms. Kevin isn't impressed with his math skills.
  • When Gwen finally corners Ben and tries to shoot him, Kevin jumps in front of him (again, this is laser tag we're talking about).
    Ben: Kevin, no! (holds seemingly unconscious Kevin in his arms) Why did you have to have such an epic moment? I should've been the one to have such epic moment! NOOOOOO!
    Kevin: Yo, chill. I just needed Gwen to shoot my Omnitrix again so I could glitch back to normal.
    Ben: (pats Kevin's chest) Shhh, Kevin, shhh. It's over now.
    Gwen: Just what are you two even doing?
    Kevin: I'm not doing anything! I woke up to this!

    Season 4 
Timbuk-TV

Digital Quality

  • Sleep deprivation causes Kevin to act akin to someone who is drunk or stoned. Seeing him stumble around, talk with slurred speech, and barely comprehend what's even going on around him half the time is hilarious.

Re-Koil

  • How did Animo gain the loyalty of King Koil? He beat him in a staring contest.
    Animo: He blinked first.

    Season 5 (specials) 
Ben Gen 10

Alien X-Tinction


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