Permanent Retirement

Permanent Retirement is the fourth episode of Ben 10.

Plot
The episode starts out at an ice cream shop located in the middle of the desert. Grandpa Max is outside the building, getting some money from an ATM. A large man then comes up behind him and pushes him to the ground, claiming that he needs to make a major withdrawal. It also seems that the man has a partner with him nearby. Meanwhile, inside the ice cream shop, Ben and Gwen are looking through the flavors. Gwen asks if they have non-fat and low sugar ice cream, but the clerk answers with an interesting no. As he turns to Ben to ask what he wants, Ben notices what’s going on outside and readies his Omnitrix.

The large man stabs a hook into the machine. The line has been attached to his truck, which his partner is diving. He then orders him to put on the gas. For some reason, it does not cooperate with the man, and Upgrade reveals the cause of the situation, he merged with the truck. Upgrade then tosses the man out of the truck, and Upgrade returns to his original body form. The larger man notices Upgrade and he attempts to attack with the hook, although ending up being slammed onto a nearby telephone pole after Upgrade catches the hook. He tries to get up, but Grandpa was able to stop him. Upgrade is excited by his victory and asks what they will do next. Grandpa says that they are going to visit Great Aunt Vera for the weekend, immediately ruining Upgrade's excitement.

Inside the RV, Gwen comments about Vera’s choice of residence, saying that she meant to move away from everything. Ben continues to complain about Grandpa’s decision, saying that the visit does not relate to anything fun. Gwen, however, loves to be with Vera, but Ben just makes it worse by negatively commenting on her claim.

At the retirement community, Vera is excited about her great-nephew and niece coming back to visit her again. She invites her next door neighbor, Marty, to drop by and greet them. He says that he would like to and goes back inside his house. When he sits down to watch TV and eat some snacks, a shadow of a blob appears to be attacking his head.

Ben, Gwen, and Max finally arrive at their area. As they drive down the street, Ben still continues to complain about Vera. He looks out the window, and he notices an old man trying to reach the satellite on the top of the roof. He slides down the roof, and was about to fall down to the ground. But instead of expecting him to lay flat on the ground, he backflips from his roof, and lands feet-first, showing no signs of injuries. Ben tells Gwen what he just saw, but she comments that the heat must be getting on to his head.

They arrive at Vera’s house and Ben continues to complain why people have to live at a place where it is so hot. They head to the front door and Gwen squirts him with a water gun, laughs and runs past him. Ben then notices Limax Marty staring out the window, he growls at Ben, cracks his neck, and closes the blinds. Ben thinks that he is just unfriendly. They continue to walk up to her house, and Max warns Ben that Vera loves to pinch cheeks. Sure enough, Ben and Gwen get their cheeks pinched, and tell them to come inside. Limax Marty is then shown still staring from the blinds as they enter Vera’s home.

Ben still continues to comment and this time he complains why old people live in smelly houses. For lunch, Vera had already made a gelatin mold containing pork chops and cauliflower. Max finds it to be very appetizing, yet Ben and Gwen find it the opposite. As they eat, Vera asks what they have been up. Ben immediately replies by saying that he has been busy fighting aliens and bad guys. Vera laughs for what she thinks is just Ben’s imagination. Gwen then notices a shelf nearby, and spots a particular item in her interest. It was a stuffed North-American chickadee, and Vera and Gwen discuss to each other about the bird. Ben moves his food onto Gwen’s plate. As Ben claims to be stuffed, Vera offers him some candy. Ben reaches for some, but spits it back out, finding it to be revolting. He complains that he doesn’t like coffee, and runs off to the bathroom.

In the bathroom, Ben decides to escape. He turns into Ghostfreak. Ghostfreak sneaks out of the bathroom, but in doing so, Gwen is handed a large shell. She listens to it, and hears a greeting from Ghostfreak. Ghostfreak leaves the house and travels around the neighborhood, hoping to find something fun to do. He sees a golf cart, and decides to drive it. Residents nearby are puzzled to see a golf cart shown to drive itself. Ghostfreak then smells something, which catches his attention. He follows the trail to find apple pie, but notices a Limax old lady trying to swat a fly. She then jumps up to the ceiling, and eats it, making Ghostfreak completely shocked by what’s happened. Marty then is shown to be driving a golf cart, carrying something in what appears to be a large, red carpet. The sprinkler on the lawn then starts, and Marty immediately reacts to dodge the water. Ghostfreak then decides to see what he is up to.

Limax Marty arrives at a dump for the community, along with Ghostfreak following him. Limax Marty grabs the carpet and walks to the gate. His legs grew long, and walked over the gate, instead of opening it. Limax Marty then comes to a dumpster, where it reveals a trap door underneath it. Limax Marty opens the trap door, and Ghostfreak turns back into Ben. Marty finds Ben to be following him, and Ben was able to get away with the golf cart, however, Limax Marty stretches his arms out reaching for the cart, and tries to pull it back. Ben grabs one of the clubs and chops his hand off, but Limax Marty jumps on top of the cart. Limax Marty tries to grab Ben, but Ben crashes near the front gate. The sprinkler then comes on, and scares Limax Marty away, leaving Ben with even more questions.

At Vera’s house, Ben recaps his experience outside with strange old people to Gwen and Max. Vera is asleep at the time, and Gwen points out that she was hurt emotionally when he snuck out of the house. Ben isn’t concerned about her, saying she will forget because she is old, and continues to talk. He then suggests that he should turn into Four Arms and try to check out Marty’s home. Grandpa Max agrees, but says that he should just stay as he is, and comments about old people are not forgetful all the time.

They enter Marty’s home, and the trio finds nothing. Ben does notice the spot where the rug should have been, but finds no other clue. They head back to Vera’s house and Max tells Ben and Gwen to get some sleep, promising to Ben that they will continue their investigation tomorrow. Meanwhile, as Vera sleeps, she has been attacked by the same kind of blob that attacked Marty earlier.

The next morning, Ben goes through the refrigerator, only to find bottles of prune juice. As Ben complains, Limax Vera comes in the kitchen. She asked how they slept and comes to Ben only to pinch him on the cheeks, harder than before. Gwen offers her some coffee, and accidentally drops it on the floor. Limax Vera immediately freaks out, jumps off the floor and braces her legs on the wall to avoid the mess. She demands Gwen to clean it up and Limax Vera asks where Max is. Gwen explains that he has gone out for an early walk. She then excuses herself and she tells the kids to behave. Once she leaves, Ben accuses her as one of the strange aliens.

Ben and Gwen decide to go sneaking about in the neighborhood. Ben is taking her to the dump where the trapdoor is. Meanwhile, Limax Vera and Limax Marty are in an alleyway discussing some kind of preparations. They mention pods, which have been marinating the residents of the area. Limax Marty clarifies that the kids may know too much, but Limax Vera doesn’t seem to be bothered by it.

Ben and Gwen continue to head for the trap door, and as they walk, they pass by two Limax old women seemingly playing shuffleboard. They see the kids, and the Limax old women hit shuffleboard pieces at them. They avoid the pieces coming right at them, and run, only to find Limax Max. They find out that he is one of them as they try to explain what just happened. He chases them, and they find more old people carrying a car. They toss it to Ben and Gwen, but it misses and hits Limax Max instead. Gwen becomes worried, but a greenish blob slides out from under the rubble and reforms back to Max's form, except with one eye replace with an inhuman eye.

Ben and Gwen finally arrive at the dump where the trapdoor is located. Gwen attempts to move the dumpster, Ben transforms into Wildmutt. Wildmutt was able to move the dumpster, and tossed it at the Limax pursuing them. They quickly reform, but Gwen was able to open the door in time. Wildmutt then picks her up and jumps in.

At the bottom of the trapdoor, Wildmutt and Gwen find a series of underground pathways. They are still being chased, so Gwen urges Wildmutt to hurry up. Wildmutt runs farther into the cave, but finds Limax Max ahead of them at the fork of the tunnels. Limax Max and Wildmutt battle, and Wildmutt was able to win over him. As he was about to finish him, the Limax pretends to be real Max. Wildmutt was caught off-guard and Limax Max knocks him away. Gwen then reminds him that he is not Max. He eventually was able to finish him off. Gwen then climbs on his back and Wildmutt sprints through a slime-covered wall, and reverts back to normal after.

Ben and Gwen find an alien ship with hundreds of green pods surrounding it. Inside the pods are the real residents of the neighborhood, along with Max. Ben goes to Max’s pod and frees him. He's released, confused of the situation. Gwen prepares to free the others, but the Limax catch up to them, telling them to stay away. The Limax unmask their true forms, appearing as tall, greenish blobs, with a pinkish organs, and yellow eyes. They come closer to Ben, Gwen and Max, and Gwen backs onto a wall, activating a hidden door. Inside their ship, they find many more pods in it. This worries the Limax, and tries to stop them. The Omnitrix has recharged. Ben turns into Heatblast, however, his choice was a mistake. He attacks the aliens, making them more powerful and they merge into one large Limax. The heat of the summer desert was the reason for them being there in the first place.

Heatblast’s powers are useless against the Limax, and his mistake has made him a dummy for them to throw around. While Heatblast fights, Gwen and Max get busy to unload the pods. The Limax spot what they are doing, and they attack Gwen first. They knock off the backpack she was carrying, and revealed the water gun she used earlier. They back away with fear, revealing their weakness to Gwen. She sprayed them with water once, and a part of them dissolved. Gwen alerts Heatblast for what she learned, and Heatblast shoots a fireball to break an overhead water pipe. The water above them was dissolving the Limax, and before the water harmed them any further, they sneak into their ship and left the planet. Max then suggests putting back the residents back to where they live, but Gwen states it could take turns. Heatblast gives an idea of transforming into XLR8 to help.

The next day, the Tennyson family gives their goodbye to Vera. Gwen receives a gelatin mold containing ingredients that are just as odd as the first mold. Ben was the one who gave the idea. She then finally says goodbye to Ben, and hoped that his visit wasn’t too boring. In fact, Ben says that it was the best. When he heads for the RV, she tells him to keep up the good work when fighting aliens. Ben wasn’t quite sure if she’s bluffing, but her laugh reassures him. They leave, and she smiles.

They drive down the desert road and pass by the crater left by the Limax ship. Within the cave, a Limax is seen sneaking around.

Events

 * Ben transforms into Upgrade and Ghostfreak for the first time.

Omnitrix alien debuts

 * Upgrade
 * Ghostfreak

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Max Tennyson
 * Vera Tennyson
 * Senior citizens

Villains

 * Limax

Aliens Used

 * Upgrade (first appearance)
 * Ghostfreak (first appearance)
 * Wildmutt
 * Heatblast
 * XLR8 (offscreen)

Errors

 * When the Limax throws a car at Ben and Gwen, there's a part where the Omnitrix is missing.
 * When Ghostfreak sees Marty stealing the golf-cart, he didn't even touch the fire hydrant, it sprays by itself.
 * Ghostfreak shouldn't of been able to drive the golf-cart, due to him lacking feet to use the pedals.

Trivia

 * The reason Limax Vera was pinching Ben's cheeks was to see how he and Gwen would feel if she were to eat them, but she states that they were "too chewy".
 * Upgrade's color scheme being visible on the objects he merges with similarities to Overload from the Teen Titans series. When Overload possessed a car in "Car Trouble", the car was colored the same as his disk head.