Moonstruck

Moonstruck is the 31st episode of Ben 10: Ultimate Alien and the eleventh episode of the second season.

Plot
The beginning of the episode shows Ben, Gwen, Kevin and Grandpa Max cleaning out the Rust Bucket. Trying to make the job easier, Ben stupidly turns into Four Arms but gets stuck. Ben then gets kicked out of the Rust Bucket by Kevin. Then Gwen finds a Bracelet in one of the boxes Ben carried. She asks if she can keep it but Max says no and it belongs to Verdona. Then Ben and Gwen ask Max to tell them the story of how Max and Verdona first met.

The flashback starts with a young Max in the Air Force leading a fighter squadron in attack formation. Then out of nowhere Max sees a U.F.O. He shoots it down, but destroys his plane in the process and is scolded by his superior who almost kicks him out of the air force. Then a colonel wants to have a word with him; he tells Max that there have been previous alien sightings hence why the president has been working so hard to get people into space. The Colonel wants Max to join the space program and Max hapily accepts.

Max drives happily away to a diner where he meets a mysterious red-haired woman who is revealed to be Verdona in her human form. They begin to flirt, only to be interrupted by a large man in an overcoat entering the dinner. He spots Verdona and attempts to capture her only to be fought off by Max. After being smashed into the jukebox his disguise drops to reveal that he is in fact a humanoid machine. Max and Verdona flee in Max's car.

The robot, revealed to be a Synthroid by Verdona, steals a police car and follows the duo. In the car, Max demands some answers from Verdona who reluctantly tells him that she an alien from another planet and that the Synthroid is trying to kidnap her. They are interrupted by the Synthroid who tries to push their car off the road. After some fancy driving from Max, the Synthroid crashes into an overturned oil tanker and Max and Verdona escape.

The two take a brief rest at an abandoned gas station and Verdona informs Max that the bracelet on her wrist, the same one Gwen Found, inhibits most of her special and unique abilities and powers except telepathy but since the Synthroid is a machine it will not do them much good. She also reveals that she was on the space ship that Max shot down earlier and read his mind which is what lead her to him. Max says he has an idea on how to remove the bracelet and takes Verdona to a smelting plant. He attempts to remove the bracelet with a pair of steel clippers but the bracelet proves to be made of an incredibly dense material. The Synthoid catches up to the pair and Max attempts to stop it. After sustaining some damage, it reveals it can automatically repair itself of all injures. It captures Verdona and leaves to repair its ship.

Max then manages to locate Verdona and the ship by using the strong telepathic link they share. At the crash site, the Synthroid reveals that it wants Verdona since she is an Anodite and can power his species cities for decades before expiring. The fight is interrupted by the appearance of Magister Labrid who orders the machine to stand down. It ignores him, shoots down Labrid and flees with Verdona onto the ship. Max prevents its escape by using Labrid's blaster to destroy the energy core of the ship, destroying it and the Synthroid.

The bracelet loses its power and Verdona returns to her true Anodite form. She asks Max to come with her to space and promises to give him anything he desires. Max declines her offer, saying he needs to take what he wants himself and not have it handed to him. She realizes that she can't change his mind, kisses him and promises to that they will meet again as she flies away.

The flashback ends and Max ends the story by saying he went to astronaut training the following Monday but Magister Labrid returned and recruited him into the Plumbers. Ben and Gwen ask what happened next and when did he meet Verdona again. Max decides that is a story for another day as he doesn't want to wake up Kevin, who has fallen asleep. Ben wakes Kevin up and the group moves into the Rust Bucket. Max says he will come inside in a moment. Max looks fondly at the bracelet and wishes Verdona a goodnight, wherever she may be.

Major Events

 * Max and Verdona's past was told in full detail.
 * It was revealed that Magister Labrid was the one who recruited Max to join The Plumbers.

Characters

 * Max Tennyson (main character)
 * Verdona Tennyson (flashback only and main character)
 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Magister Labrid (flashback only)

Villains

 * The Synthroid (flashback only)

Aliens Used

 * Four Arms

Errors

 * At the first scene at the end of the episode, the colors of the 10 on Ben's jacket were inverted. This is one of the most common errors.
 * Four Arms looked smaller in this episode.

Trivia

 * This is the first episode that Max and Verdona appeared together. However it was only in a flashback. They have yet to meet each other in the present day onscreen.
 * This is the first episode since Goodbye and Good Riddance where no Alien Force or Ultimate aliens appear in.
 * This is the eighth episode Ben does not go Ultimate.
 * Since President John F. Kennedy (is mentioned and his photo is seen in this episode) appears to be the current President, this episode takes place around 1962. With Max around seventeen years old at the time, he was born around 1945 thus making this series take place in 2011-2012. 1962 also happens to be the same year voice actors Dee Bradley Baker and Jeff Bennett were both born.
 * The fact that Max used to be an astronaut was mentioned again in this episode, the first mention of it being in The Return. It is also mentioned once again how he was supposed to go to the moon with NASA but ended up leaving before he had the chance, though he eventually made it to the moon under different terms.
 * Many comparisons between Max and Kevin are made within this episode such as how Max was Kevin's age (17) when he met Verdona, and his general personality greatly reflected Kevin's. It is also mentioned that Max had built his car basically from scratch in a similar fashion to Kevin and his respective car. They also fell in love with anodites, Kevin being in love with Gwen and Max being in love with Verdona. (What was different was Kevin met Gwen when he was eleven and then met her again at age sixteen, which is when Kevin started to like Gwen). Max also called his old car 'his ride', similar to what Kevin calls his car. He also said one of Kevin's notable quote when the Synthroid drove a police car hit Max's car's back, "Hey watch the paint job", a quote used by Kevin when someone does the same thing to his car.
 * The part where Max refuses Verdona's offer to go into space may be a reference to The Visitor where one of Max's friends, Xylene, offered him to go into space several times, but every offer was declined.
 * The reason for this according to Max is because he wants to see the stars the hard way, by working for the opportunity.
 * This shows Magister Labrid's appearance since his death in the two-part Ben 10: Alien Force episode Ben 10 Returns: Part 1 and Ben 10 Returns: Part 2
 * The Synthroid's human form strikes a resemblance to Grandpa Max in the beginning of the episode "Max Out" and Victor Validus' clones in the episode "Revenge of the Swarm".
 * This is the first time since The Con of Rath that only one alien form is used in an episode, and the first time since A Small Problem that he transforms once, because Rath was used twice in the above episode.
 * This is third time we see a young Max. The first time is in the episode Truth when, Max and Phil were fighting Vilgax during a flashback. Second time in Don't Drink the Water where he is transformed to his 10 year old self from the Fountain of Youth.
 * Grandpa Max shouldn't have said Gwen could keep the bracelet, because then she wouldn't be able to use her magic and Mana and it is also of great importance to Max.
 * A considerable amount of CGI was utilized during the car chase scene.
 * This is the second time Ben turned into Fourarms in the Rust Bucket. The first was in Kevin's debut, Kevin 11 (the third if you count the Ben 10: Protector of Earth video game. Fourth if you count the Ben 10 short Hijacked).
 * This is the first time Ben only use Four Arms.
 * Max's vehicle is based on the 1958 Chevy Corvette due to their similarities.
 * Max is cockier in the past than in the present.
 * The aircraft flown by Max and his squadron is the real life F-104 Starfighter, which carries a single 20 mm Vulcan Cannon, not two as seen when Max fires upon the UFO.
 * There a lot of Terminator references:
 * The scene in the diner, the part where the Synthroid steals the police car, the car chase scene and the oil tanker explosion are all references from The Terminator.
 * The abandoned gas station scene is also a reference from Terminator 2: Judgement Day.
 * The part were the Synthroid falls into a vat of molten copper is yet again another reference to Terminator 2: Judgement Day.
 * The part were Max hits the Synthroids skin off is a reference to Terminator 3: Rise of the Machines
 * The Synthoids abillity to self repair is another reference to the titular characters of the Terminator franchise.
 * The story was told by Max Tennyson's point of view.
 * Young Max's voice is that of Duke from GI Joe: Renegades.
 * If you look closely at the box Ben drops when Gwen sees the bracelet you can see Magister Labrid's gun and the device that Cooper uses to leave a message for the team in the episode Undercover.
 * This episode is not in Ultimate Alien volume 3 DVD but is in the Volume 4 DVD.
 * The Energy Tapping device Verdona is placed into is modelled on the viewing scope of the Martians from the 1953 adaptation of The War of the Worlds.
 * In the first part of the episode where they are cleaning out the stuff the outer Rust Bucket is shown and when Ben turns to Four Arms the green flash can be seen.
 * When Verdona is placed in an energy cell on board the Synthroid's space craft, the sound effect is borrowed from the 1953 George Pal War of the Worlds movie, the iconic sound of the Martian's heat cannons firing. In addition, the three colored lense that projects the field is also a hommage to the same film, mimicing the Martian's lenses and eyes.