Catch a Falling Star

Catch a Falling Star is the fourty-seven episode of Ben 10: Ultimate Alien and the fifteenth episode in the third season.

Plot
At federal prison, Jennifer Nocturne appears and talks to Carl Nesmith. While talking on the phone, Carl told about a plan. Jennifer then gets angry at him and goes out of prison. Upon entering the limousine, suddenly an explosion occurs at the building. There, Carl appears, with sunglasses and holding an iron bar. Then he gets in Jennifer's limousine.

Major Events

 * Captain Nemesis returns.
 * Jennifer Nocturne suffers from Stockholm syndrome and helps Captain Nemesis escape from prison.
 * Ben first transforms into Clockwork.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Dr. Pervis (possibly decased)
 * Mrs. Nocturne

Villains

 * Captain Nemesis
 * Jennifer Nocturne

Aliens Used

 * Humungousaur
 * Goop
 * Clockwork (debut by Ben)
 * Swampfire
 * Eatle

Errors

 * When Ben and Gwen were in the car, Gwen was not wearing her black stockings.
 * For some reason, Goop's UFO was once more able to pass under the door after he unlocked with ease just like in Nor Iron Bars a Cage.
 * When Jennifer was talking to Captain Nemesis in the limo, first her arm was under his arm, but in a scene after, her arm was above his.
 * When Jennifer was in Captain Nemesis's suit, and it got eletricfied, the backround of the factory was showing, and it should not have been since she was in a full body suit.

Trivia

 * Kevin does not appear in this episode although he is mentioned by Gwen several times.
 * This is the fifth time Gwen's clothes been ripped.
 * It's was revealed that Jennifer loves Captain Nemsis.