Moonstruck

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

Plot
The beginning shows Ben, Gwen, Kevin, and Grandpa Max cleaning out the Rust Bucket. Trying to make the job easier, Ben stupidly turns into Fourarms. Ben then was 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 start 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 then kicks him out of the air force. Then Max's other boss wants to have a word with him; he tells Max that there have been previous alien sightings and that Max is going to be the first man on the moon and he begins as an astronaut in training the following Monday

Max drives happily away to a diner where he meets a mysterious orange-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 he 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)
 * Gwen Tennyson
 * Ben Tennyson
 * Kevin Levin
 * Magister Labrid (Flashback only)

Villains

 * 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. The same as many other episodes.
 * The police car driven by Synthroid clearly has no windshield wipers. This is also a common error seen on cars in many other episodes.Error_ben_shirt_color.jpg
 * Fourarms looked a bit smaller in this episode.

Trivia

 * Since John Kennedy appears to be the current President, this episode takes place around 1962. With Max at seventeen years old at the time, he was born around 1945 thus making this series take place in 2011.
 * 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.
 * 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 scene were the Synthroid is tossed into the vat of liquid metal and appears to drown is in reference of Terminator 2: Judgment Day.
 * President John F. Kennedy is mentioned and his photo is seen in this episode.
 * 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.
 * This is third time we see a young Max. The first time is in the episode Don't Drink the Water where he is deaged to his 10 year old self and second time in Truth when, Max and Phil fighting Vilgax.
 * 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 Four Arms 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).
 * This is the first time Ben didn't use an alien from Alien Force.
 * Max's vehicle is based on the 1958 Chevy Corvette due to their similarities.
 * Max is cockier in the past than in the present.
 * When Max uses the jet's plasma cannons, they have the same firing sounds as ordinary machine guns.
 * 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.