The Mother of All Vreedles

The Mother of All Vreedles is the forty-first episode of Ben 10: Ultimate Alien and the ninth episode in the third season.

Plot
The Episode opens the Vreedle brothers are having trouble robbing an intergalactic bank: The Great Vault of Sulkis, when their mother, Ma Vreedle, intervenes and all the guards run away. Ma angrily berates Rhomboid after he reveals to the security guards that he and Octagon are defective clones, stating that all her spawn aren't defective, revealing a third Vreedle Brother, Pretty Boy Vreedle. After completing the robbery, Ma, against the advice of her older sons, orders the group to go to Earth.

Inside the Rust Bucket III the group are informed that the Vreedle family are coming to Earth, once hearing that Ma is coming, Kevin attempts to run away, admitting that he is scared of the Ma Vreedle. Ben and Gwen however force him to go after the Vreedles. Once in orbit over Earth where the Vreedles are Ben tries to convince Ma to leave.

She claims however that she just wants a nice place to raise children and the sum-total of Earth's salt water oceans. Ben attempts to stop them as Spidermonkey and later Ultimate Spidermonkey, they fly back into space where the lack of oxygen there causes Ben to crash into Earth, and survives with a webbing crash bag. Octagon meanwhile shoots down the Rust Bucket and crashes it into the ocean, forcing Gwen and Kevin to swim back to the shore.

Once on Earth Ma orders Octagon and Rhomboid to set up a cloning machine, this time having read the instructions and intends to drain Earth dry make "300 billion" perfect Pretty Boy Vreedles to make up for the defective Rhomboid and Octagon clones she already made. Ben interrupts the cloning attempt and after he is captured tricks Ma into letting him transform. Then, he attempts to convince Ma to leave Earth, telling her that as Big Chill, he himself is a mother (referring to when Big Chill laid eggs).

Gwen and Kevin attempt to hold off Rhomboid and Octagon. Gwen points out that Octagon and Rhomboid are Plumbers now and are better than this. Octagon points out that they're better than nothing (possibly referring to the belittlement they've suffered from their mother). They ultimately decide that their mother doesn't love them when she tries to kill them, and they with the help of the original pretty boy convince her to come in peacefully.

Plumber back-up arrives to take the already made Pretty boys to an orphanage and Ma Vreedle to prison. Octagon requests that the group keep quiet about their involvement in their mother's actions to which they agree before Octagon and Rhomboid fly their raging mad mother to prison.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Octagon Vreedle
 * Rhomboid Vreedle
 * Pretty Boy Vreedles
 * Sulkis Banker
 * Magister Patelliday
 * Will Harangue (on TV)

Villains

 * Ma Vreedle

Aliens Used

 * Jetray
 * Spidermonkey
 * Ultimate Spidermonkey
 * Big Chill

Errors

 * When Ben receives an incoming transmission while in the Rust Bucket III, the Ultimatrix is seen on his right wrist.
 * A grey circle on the left shoulder of the Magister suit of Octagon was seen as white in the end.
 * When Ultimate Spidermonkey is falling he was so high up that he should have caught fire as he fell.
 * When Ben tricks Ma Vreedle into letting him go, the underneath of the Ultimatrix cannot be seen.

Allusions

 * The episode's name is a reference to the phrase "The Mother of All Bad Guys".
 * The line uttered by Ma Vreedle at the end of the episode ("I would have gotten away with it too if it hadn't been for my meddling kids!") is a reference to Scooby Doo.

Trivia

 * The Rust Bucket III is destroyed for the third episode in a row.