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 60 years, but Gwen gets overwhelmed and runs upstairs. Kevin and Ben attempt to comfort her, but they make things worse.

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 Mana.
 * Gwen kissed Kevin on the cheek.
 * Ben first transforms into Spidermonkey.
 * Grandma Verdona tries to force Gwen to accompany her to Anodine, but Gwen convinces her to let her stay in Earth.

Debuts

 * Verdona Tennyson
 * Frank Tennyson
 * Lili Tennyson

Omnitrix alien debuts

 * Spidermonkey

Characters
]] ]]
 * [[Ben Tennyson|Ben
 * [[Gwen Tennyson|Gwen
 * Kevin
 * Verdona Tennyson
 * Frank Tennyson
 * Lili Tennyson

Aliens used

 * Brainstorm
 * Jetray
 * Spidermonkey (first appearance)

Quotes

 * (Kevin lifts a boulder ready to smash Verdona with it, but then he pauses)
 * Kevin: Dude, I don't know if I could pound your grandma.
 * Spidermonkey: That's okay. We're teaching her to mind her "mana" [manners]. (monkey-like laugh)
 * Verdona: (laughs as well) Good one, Ben.
 * Kevin: Was not.


 * Ben: Destroy...
 * Kevin: Her body?
 * Gwen: Destroy my body? You're not serious.


 * Verdona: (after Gwen used magic) Do that again.
 * Gwen: No problem! (shoots magic beams at her)
 * Verdona:(blocks Gwen's magic) Incredible!

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.
 * Neither of Gwen's parents likes Kevin.
 * 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. However, her judgement was wrong as Ben is the true mirror of Max.
 * Kevin and Gwen both blush when her dad asks if it was her boyfriend.
 * The size of Gwen's spell book is the same as from the original series, but in The Final Battle, it's much bigger.
 * 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?"
 * 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.
 * 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.
 * Jetray's ability to fly faster than sound was revealed for a few seconds.
 * So far, Jetray was the most used alien in Ben 10: Alien Force.