What Are Little Girls Made Of?

"What Are Little Girls Made Of?" is the 8th episode of Ben 10: Alien Force.

Plot
The episode opens on a beautiful day and Ben, Gwen, and Kevin are where they used to go with Grandpa Max (his favorite fishing hole). While they are there, they spot a figure in a cloak walking towards Max's favorite tree. They try to get her attention, but before they can get to her, she goes behind the tree and disappears. A flower filled with mana is left near the tree.

Afterwards, they make up a plan to keep watch and see if the lady comes back, but Gwen leaves for the bathroom. During Gwen's absence, the lady shows up, and Kevin and Ben get into a fight with her. They discover that the mysterious lady's powers and abilities are just like Gwen's except much stronger and much more powerful. Eventually, Ben and Kevin get cornered, but just before they're killed, Gwen shows up and saves their lives. Shortly after that, the trio figures out who the strange lady really is; Ben and Gwen's paternal grandmother Verdona Tennyson.

Later on they go to Gwen's, and she has a talk with her dad about the recent activities that took place earlier today and recently. Gwen finds out that Ben and Kevin are sitting outside her window, and tells them to come inside. Gwen's dad, Frank Tennyson, thinks that Kevin is Gwen's boyfriend, but that not really important. Afterwards Grandma Verdona shows up and they all go downstairs to where Gwen's mother Lily is and Verdona begins talking about how she first met Max. She fell in love with him but went back to he homeworld to rekindle her Anodite heritage. Verdona tries to convince Gwen to come to Anodine (her home planet) to master her powers, which will take a minimum of 75 years, but Gwen gets overwhelmed and runs upstairs. Kevin and Ben comfort her. Ben tells her that it's her choice but Kevin doesn't want her to leave and says he wants her around. She then kisses him on the cheek.

Later on Gwen comes back downstairs and says that she doesn't want to go to Anodyne, but Verdona has already decided what is best for Gwen and decides to destroy Gwen's body (which would leave only the energy being beneath). She reveals her true form, a giant pink-purple glowing humanoid, and blasts Ben and Kevin out of the house.

The trio fights Verdona and while they initially put up a pretty good fight, they are no match for Verdona's God like powers. After several minutes, Gwen finally convinces her Grandma to let her stay on Earth because despite all the power Verdona is offering her, Max wouldn't want Gwen to do anything she's not ready for. Verdone ultimately reconciles with everyone and leaves for Anodine, through she states that she will pop in to check on Gwen occasionally.

Major Events

 * Ben and Gwen meet their Grandma Verdona.
 * Ben and Gwen learn about their Anodite heritage.
 * Gwen learns about Kevin is right that her powers come from being an alien.
 * Gwen kisses Kevin on the cheek.
 * Ben first transforms into Spidermonkey.
 * Grandma Verdona tries to force Gwen to accompany her to Anodyne, but Gwen convinces her to let her stay on Earth.

Debuts

 * Verdona Tennyson
 * Frank Tennyson (*Has been mentioned before, but hasen't appeared)
 * Lili Tennyson (*)

Omnitrix Alien Debuts

 * Spidermonkey

Characters

 * Ben
 * Gwen (main character of this episode)
 * Kevin
 * Verdona Tennyson
 * Frank Tennyson
 * Lili Tennyson

Aliens Used

 * Brainstorm
 * Jetray
 * Spidermonkey (first appearance)

Allusions

 * The idea that Gwen would inherit Verdona's powers and not Ben, Ken or their respective fathers is a reference to a theory in Para-psychology and genetics that states that while both genders could potentially carry the psychic gene that it would be dominant and manifest in the female gender more than the male.

Trivia

 * This is Kevin's first appearance in swimming shorts He is wearing black trunks.
 * This is the first appearance of Gwen in a bikini. The white bikini marks the third different swimsuit she has appeared in (the other two coming in the first series), and her first two piece swimsuit.
 * Ben's green trunks are his third different swimsuit, after wearing blue trunks and red trunks in the first series.
 * We discover that somewhat Gwen feels like she's out of place.
 * When Verdona blasted Ben and Kevin through the house, they didn't even get hurt, despite the fact that Ben wasn't in his alien form, and Kevin wasn't in his absorbing form.
 * Verdona seems to neglect Ben at the beginning, since he does not bear the spark, but at the end, Verdona realises his love for Gwen and realises her mistake and ends up with him on good terms.
 * Verdona seems to find Kevin as Max's true mirror. Despite Ben being more of a mirror to Max in character in the present, it is possible that Max, in his youth, had similar traits to Kevin, perhaps sharing a rebellious nature of sorts.This is later proven in the episode Moonstruck, Ultimate Alien season 2.
 * Kevin and Gwen both blush when her dad asks if it was her boyfriend.
 * Gwen seems to have a hard time to make decisions as she think about the various consequences. Gwen also is reluctant to her parents (like not wanting them to enter her room) proven when Frank said, "In your room? I'm honored. When was the last time you let me in here?"
 * Jetray's ability to fly faster than sound was revealed for a few seconds.
 * Ben turns into Spidermonkey in Gwen's front yard and at the end of the fight when Verdona changes everything back - including Ben - Gwen's parents are watching her talk to Verdona. Uness they couldn't see around the rock Ben (spidermonkey) was lying behind, they must have realized that Ben could turn into an alien. They obviously never told Ben's dad.
 * Gwen's parents seem like they could hear what she said to Verdona at the end. They must have thought she was exaggerating when she said "saving the world" or didn't want to believe it because in Grounded they punish Gwen for getting involved in fighting aliens.
 * The title What Are Little Girls Made Of? is based from the What Are Little Boys Made Of?
 * Gwen reveals her magic When his father, a book of spells and an object with a stone that bears a resemblance to the Lost Key Stone of Bezel, it may be possible since the last time we saw was in the possession of gwen.