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Recap / Ben 10 Ultimate Alien S 3 E 15 Catch A Falling Star

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"You don't have to be an alien to be a monster."

In our 47th episode, we see the return of Carl Nesmith, aka Captain Nemesis, aka Overlord. Humiliated by his previous loss by the hands of Ben, he's freed from federal prison by the mentally troubled Jennifer Nocturne. However, Nesmith has murder on the mind, and the circumstances of the break out causes Ben to assume Jennifer's being held against her will.


This episode contains examples of:

  • Abusive Parents: Implied. Jennifer's mom seems rather worn down, living in a trashy campervan, and is completely and concernedly uncaring about the present state of her daughter.
  • Bittersweet Ending: Nesmith is defeated, but Jennifer is hurt during the battle. Nesmith does care enough to tell her to act like she was kidnapped in order to get the medical help she needs, but it's likely she still has feelings for him, and the whole experience has exacerbated her mentality.
  • Darker and Edgier: Hoo boy, not only are Gwen and Ben almost beaten to death with mecha armor, but Nesmith repeatedly shows off his tendency to just kill people. He murders the plastic surgeon, Dr. Pervis, and stuffs him in a freezer, and ends up killing an innocent driver who's only intention was to help. We also see a look into Jennifer's background, with an implicitly abusive mother to boot. We even lose our resident comic relief, Kevin Levin, leaving the episode's tone relatively consistently bleak.
  • Determinator: Ben Tennyson, all the way, pushing through with a broken arm that visibly affects his aliens.
  • Everyone Has Standards: Ben loves relishing in the spotlight, but he is disgusted at Jennifer's mom exploiting him.
  • I've Heard of That — What Is It?:
    Gwen: You ever heard of Stockholm Syndrome?
    Ben: Sure, I have. Refresh my memory.
  • The Ghost: Outside a mention in the beginning, Kevin sits out this episode.
  • Mad Love: Jennifer is aware Nesmith is a terrible person, but she sticks to him like glue. She views him as the only thing she has left, and is even willing to kill for him.
  • No-Holds-Barred Beatdown: Jennifer lays the hurt on Ben with Nesmith's mech, not only while he's in his Eatle form, but almost killing him after he detransforms if not for Gwen stepping in and electrocuting Jennifer.
  • Sequel Episode: To "Hero Time".
  • Shoo Out the Clowns: Kevin is only referenced at the beginning of the episode and the lack of a comic relief sells how dark this episode is going to become.
  • Stockholm Syndrome: Jennifer has grown attached to Nesmith after being previously kidnapped and becomes an accomplice in his escape. Gwen lampshades and explains this trope to Ben. Likely one of the straightest examples in animated fiction and is shockingly Played for Drama.

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