And you, my lad! You...are an alien.
The Tennysons are forced to stay at a mega mall when Ben's attempt to foil a robbery gets them police attention. After Gwen has Ben join a hypnotism act, Ben starts losing sleep, while his alien forms seem to have joined the string of robberies plaguing the mall.
Tropes:
- Broken Record: The mall's manager says nothing other than "This was an isolated incident. The mall is open for business; shopper safety is our number one priority." This is because Sublimino has him directly under his control.
- Clock Tower: The mall's clock tower is the area of a showdown between Upgrade and the police, and ends with Upgrade stealing the clock's face.
- Everyone Has Standards: Zig-Zagged. Gwen has no problem making Ben a volunteer for Sublimino's hypnosis show and recording it for blackmail, but when Ben naturally prepares to use the Omnitrix after Sublimino tells him he's an alien, Gwen shoves him backstage before he can transform in front of everyone. She still makes Ben (still hypnotized and as Grey Matter) believe that she is his master and shows Ben the recording shortly after he turns back.
- Got Volunteered: Gwen raises Ben's hand when Sublimino asks for volunteers, and challenges his pride when he tries to protest.
- Hypno Fool: Sublimino's ability to hypnotize people allows him to take control of them come midnight, and have them steal stuff for his master plan.
- Hypno Ray: Sublimino's clocks may resemble the classic Hypno Pendulum, but actually let out a wave of energy that hypnotizes people who see them.
- Mass Hypnosis: Sublimino's plan is to make a giant Hypno Pendulum that can control everyone in the mall at once and sets a plan to make even bigger ones that ultimately control the country.
- Nice Job Breaking It, Hero: Gwen handcuffs Ben to keep him from doing anything while under Sublimino's spell. Unfortunately, this is just before Sublimino enacts his plan by hypnotizing the entire mall, including Gwen and Max, and the initially incapacitated Ben is the only one who manages to avoid being hypnotized but is in no position to stop Sublimino until he can free himself of his restraints.
- Nice Job Fixing It, Villain: Sublimino choosing to have his first robbery during opening hours results in Ben stepping in to get involved, followed by mall security mistaking the Rustbucket for a getaway vehicle and damaging it, necessitating that the Tennysons stick around long enough to thwart his scheme.
- Obfuscating Stupidity: Sublimino pretends to be a doofy stage magician so he can recruit patsies for his crimes.
- Supering in Your Sleep: More like Villaining in Your Sleep, as Ben is hypnotized to do Sublimino's dirty work while he sleepwalks.
- Unwitting Instigator of Doom: Gwen volunteers Ben for Sublimino's hypnosis act, making her directly responsible for Ben falling under his spell.
- Visual Pun: Upgrade merges with a giant clock, turning its hands into a rotor and flying off. Gwen comments with "Time sure flies when you go alien."
