Catch a Falling Star

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

Plot
At federal prison, Jennifer Nocturne appears and wants to talk again to Carl Nesmith (Captain Nemesis), attracting the guards' attention. One of the guards asks to scan Jennifer but she refuses and says she always gets to walk away easily at the airport, and so the guard lets her go. Another guard asks for her autograph. Then she enters at the room. While talking on the phone, Carl told her about their "plan", when she shows him a disc. Jennifer then acts as if she was angry at him and demands to get out of there immediately. Upon entering the limousine, suddenly an explosion occurs at the building. There, Carl appears, holding an iron bar and asking Jennifer's driver for the keys and gets his sunglasses. Then he gets in Jennifer's limousine, and as they drive off, Captain Nemesis talked about getting revenge on Ben.

Meanwhile, Ben and Gwen do a investigation on Jennifer, by going to her mother, Mrs. Nocturne, which Gwen found out on a tabloid. There, she doesn't want to answer questions until Ben turns into one of his aliens. So reluctantly he turns into Humungosaur. Then Mrs. Nocturne demands that he "does something strong". After lifting her trailer home that she lives in, Gwen asks Mrs. Nocturne questions about Jennifer, who reveals that Jennifer got on a talk show when she was 14, and dropped out of high school after which she never returned home. Her dad had never been seen by her. Ben drops the trailer home, storms off claiming that coming here was a waste of time. Gwen asks for something of Jennifer's so she can track her. Mrs. Nocturne throws her an old doll.Gwen and Ben return to track Jennifer down.

Ben and Gwen track Jennifer and Nesmith to a cheap motel, where Ben turns into Goop to go under the door and let them in. They enter, and no one is home. Ben and Gwen split up, where Gwen goes and asks the manager, while Ben stays behind. Suddenly, Ben is attacked by Captain Nemesis. They fight, and Ben kicks off Nemesis, claiming that he was trying to make it a fair fight but, "you've gone and ruined it" (because Nesmith takes up a stick). Ben turns into Clockwork, and uses his time-ray to age the piece of wood that Captain Nemesis is holding to dust. Jennifer then attacks Ben by surprise, shooting Ben in the arm with the Captain Nemesis glove that Ben found in the room before. Clockwork's arm is broken, the Ultimatrix shuts down and he falls to the ground. Gwen finds him and bangs on the Ultimatrix chest plate until Ben turns back into his human form.

Meanwhile, Jennifer (after she cut her hair and dyed it black so no one recognizes her), and Captain Nemesis go to a veterinarian called Dr. Pervis to perform plastic surgery to get his face changed so that no one would recognize him as Captain Nemesis. The scene then cuts to Ben and Gwen in Ben's car driving back from the emergency room. Ben wakes up to a cast on his arm, and sees that his arm is broken. Gwen then claims she called Kevin to show her how to hack to Jennifer Nocturne's phone records, and she sees that Jennifer wired money to a vet doctor named Dr. Pervis.

After Ben melts the door completely as Swampfire, they head to the back where they find Dr. Pervis in the freezer dead. The scene then cut to Jennifer and Captain Nemesis (with his face bandages on) in a field with Jennifer trying to feed him. After Jennifer says that they should slip out of the country, Captain Nemesis claims that they can't because Ben will keep looking for him. After he tears off all his face and hand bandages, he then zaps and kills a person in a blue car that tried to help and see if they were okay.

The scene then cuts to Ben and Gwen in Ben's car with Ben driving one handed. Gwen then tried to track Jennifer via the doll that Mrs. Nocturne gave her. Gwen then claims that Jennifer's aura is getting weaker because she is "losing touch with her self". She also says that Jennifer is suffering from Stockholm syndrome, which is where the captured victim starts to identify with the person that they captures them and start to coup with the fact they are captured. After stopping at a crime scene where Captain Nemesis killed the person who tired to help them earlier, Ben and Gwen start to talk about why Captain Nemesis is doing this, and killing all these people. Gwen then says that she found a note for Ben daring him to follow him.

The scene then cuts to Captain Nemesis and Jennifer breaking into a office building, blasting every guard in sight with the Captain Nemesis glove blaster. They walk into a elevator, and Nemesis presses a combo of elevator buttons to get to secret basement floor where they find a giant sized Captain Nemesis suit. Ben and Gwen see all the guards defeated, as Ben claims he tore some stitches in his arm, they go to the basement via Gwen cutting a hole in the bottom of the elevator. They hop down and quietly talk to Jennifer about helping her. She claims aloud that she loves him, and Captain Nemesis overhears them. After a brief fight between Gwen and Captain Nemesis, she is down in a corner of the basement with her clothes ripped. Ben talks to Gwen and promises to get out of here, Gwen said "I know", and then Ben tears off his cast and transforms into Eatle. He fights Captain Nemesis, and is soon covered by a piles of rocks via the shot that Captain Nemesis took with his glove.

Eatle then eats the rocks, then uses it as a energy beam to beat the beam on Captain Nemesis's glove. Soon, Jennifer surprises Ben by getting into the big Captain Nemesis suit and beating Eatle until he turns back into Ben. After Jennifer almost killed Ben when he is unconscious, Gwen sneak attacks Jennifer with a strong mana attack, Gwen then uses two electrified pipes to shock Jennifer and shut down the suit, she falls out the suit, hurt, as Captain Nemesis carries her in his arms. Gwen says that Jennifer needs to go to a hospital. Captain Nemesis agrees and tells her to act like she got kidnapped against her will, and that he will be going back to prison. She cries and agrees as the episode ends.

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 (killed)
 * 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.
 * When Ben nearly hits the truck the Omnitrix/Ultimatrix symbol is missing from the wheels of his car.
 * 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.
 * For some reason, Goop's Anti-Gravity Projector was once more able to pass under the door, the first time being in Nor Iron Bars a Cage.
 * When Ben was Goop, he said he accidentally melted the doorknob, but the doorknob was still intact.
 * Gwen says Remember, keep it quiet. After that she says That's your idea of quiet? even though Ben did not actually make any noise other than the sizzing of the doorknob melting.
 * In one scene, stripe on the chest of Nesmith was on the right side.
 * Ben leans Gwen against the wall and removes his hand, but then Ben's arm is behind Gwen's back again.

Allusions

 * Captain Nemesis' new power suit is reminiscrent of the Varia suit from the Metroid video game series.

Trivia

 * Carl Nesmith had changed his alias to Overlord prior to this episode, yet he is never referred to as such.
 * It is revealed that Kevin likes to work on the Rustbucket more than going out on missions, which is why he never appeared in this episode.
 * While he doesn't make an on-screen appearance, Kevin does take part in the mission in some capacity; Gwen mentions in passing that he helped her hack into Jennifer's phone records.
 * It's revealed that Jennifer suffers from Stockholm Syndrome and "loves" Captain Nemesis.
 * This is the only time present Ben uses Clockwork for offensive purposes.