Moonstruck

Moonstruck is the thirty-first episode of Ben 10: Ultimate Alien.

Plot
The beginning of the episode shows Ben, Gwen, Kevin and Grandpa Max cleaning out the repaired Rust Bucket. Trying to make the job easier, Ben stupidly turns into Four Arms but gets stuck. Ben literally 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.

Flashback
The beginning starts with a young Max in the Air Force leading an F-104A fighter squadron in attack formation. Then out of nowhere Max sees a U.F.O. He shoots it down with his AIM-9 Sidewinder missiles, 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 happily 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 is 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 then 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 Synthroid 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.

Present
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 will he meet Verdona again. Max decides that it 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/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.
 * When the Synthroid places Verdona into the containment pod, the bracelet briefly switches from her left arm to her right then back again when Max comes to rescue her.
 * It is unknown how Grandpa's old boxes would remain as the Rustbucket was destroyed in The Visitor and Absolute Power.

Trivia

 * The Rust Bucket is repaired in this episode after it was badly damaged in Absolute Power: Part 2, when Ben as Spidermonkey slammed Ultimate Kevin into the Rust Bucket.
 * The Synthroid's human form strikes a resemblance to Grandpa Max at the beginning of Max Out and Victor Validus' clones in Revenge of the Swarm.
 * The scene at the foundry had a striking resemblance to the "Terminator 2" scene at the smelting facility, the way the Synthroid was dipped in the molten copper just like the T-101; and later on, how the Synthroid's face was damaged.
 * This episode is sort of a call back to the original series due to the use of an original series alien along with Max explaining why he didn't become the first man on the moon.
 * The scene at the diner is the same scene in the episode New Kids In Town on Superman The Animated Series.