Midnight Madness

Midnight Madness is the twenty-eighth episode of Ben 10.

Plot
The Tennysons have just finished shopping at “Mega-mall-opolis.” Ben and Gwen seem to have enjoyed their visit, and while Gwen continues to read their booklet, the burglar alarm is activated and the mall security comes out to take the robbers down. Ben decides to help them out and transforms into Wildmutt. While in pursuit of the two robbers, they were able to get onto a higher level in the parking structure by using a nearby street lamp. The police are puzzled by their method in escaping. Wildmutt comes up and finds that the two robbers were two normal looking senior citizens. But they weren't as they seem and they were even fit enough to even fight against a beast like Wildmutt.

The elderly citizens were quite enjoying their duel against Wildmutt, while Wildmutt has difficulty even laying a scratch on them. It gets worse and the police come in and think that the robbers released a “rabid dog” to cover in their tracks. Wildmutt makes a run for it while Grandpa Max brings the RV in so that he gets in. The police were going after the Rust Bucket, and in pursuit of it, Max sees the police in front of them. He tries to avoid them, but he ends up crashing it into a pole. The police come in the RV to locate Wildmutt. Instead of finding the beast, he finds the Tennysons, perfectly calm and cooperative.

The next day, Gwen and Ben recall their event at the mall last night. They seem to be stuck at the mall area until the parts arrive for the RV. Until then, they're able to enjoy their time at the mega mall for a few more days. Gwen seems to be happy for what Ben has attempted and gives him a slap on the back. They continue on and Gwen finds a bulletin board that catches her attention. “The Amazing Sublimino, Master of Hypnosis.” It seems to be the performers' last day at the mall.

In the background, a voice cries out that Sublimino is ready to come out. A small man, with a bald head, big, round sunglasses, and a red colored vest comes out. He says he’s Sublimino, and he calls out for a few volunteers, among them Ben. He first starts out by swinging the pocket watch back and forth, telling his volunteers to focus on it closely. He knows it doesn't affect them at all, and he reaches out for another watch, but this time, he presses a button to activate some sort of wave, which then made them fall asleep. Gwen reaches out for a video camcorder and seems to be enjoying herself. Sublimino tells them that they're under command and tells them that they'll be newborn babies. In an instant, Ben and the two other volunteers immediately start crying, and the audience breaks out into laughter. Afterwards, chickens, and the three start sqwauking and waving their arms. Max questions Gwen what Ben is doing. But as Sublimino orders the three to become a specific figure individually, Max knew that the joke is over when Sublimino tells Ben to be an alien, he activates the Omnitrix. Gwen comes up to the stage as Ben was about to activate the Omnitrix, and pushes Ben behind the certain as he transforms. Sublimino is angered and tells Gwen that she's ruining the performance. As she covers it up, she holds Grey Matter and it still seems that Grey Matter is still under hypnosis. She seems to like it.

Later that night, Max is busy doing the tune-ups for the RV, while Gwen and Ben inside takes a look at Ben’s performance while he was under hypnosis. Gwen enjoys the part where Grey Matter does the bidding for her. As Grey Matter combs her hair, he reverts to Ben, who was awakened back to normal. Ben grabs the video camera away from her, and tries to erase the content. They fight for it, and Max catches the camera as it flies through the air. Max tells Ben and Gwen to go to bed.

The next day, the Tennysons are inside the mall again, and it seems that Ben is out of it. They find out that someone has robbed the mall again, and they find what appears to be a Diamondhead diamond, which immediately catches their attention. Ben says he hasn’t done anything, although Max and Gwen are very suspicious, and his fatigue seems to show that he’s guilty. Later that night, when the clock tower strikes 12, the same waves are released, and Ben is awakened, and Gwen seems to have caught Ben transforming into Upgrade. She tries to call out to him, but no luck, Upgrade heads out to the mall. Max and Gwen follow him, but the mall security have come to take him down.

While the helicopters surround Upgrade, more cops come in the ground. Upgrade is shot by the helicopters, causing him to “melt”, although he can easily revert back. He merges with one of the helicopters to shoot down the other helicopters. Afterwards, he merges with the clock in the tower to escape by turning its arms into propellers. As Upgrade heads down, Sublimino questions who Upgrade is and where is the “walking chandelier”, referring to Diamondhead. He tells Upgrade to head off and he merges with a nearby bulldozer. He then drives off.

The next day, Ben wakes up in the bulldozer's digger, and to his surprise, he finds that it was next to the RV. Inside the RV, Max and Gwen question Ben, though they find that Upgrade was sleepwalking. To prevent further activity, they attempt to keep Ben awake, and Gwen seems to be enjoying her part of the job. Unfortunately, later that night, they were too tired to keep themselves awake, and Sublimino comes out to activate his watch. In an instant, Ben is awakened, and he transforms into an alien, increasing the heat in the RV. Gwen and Max wake up to find that Heatblast is sleepwalking now.

At the hardware store, Heatblast helps out with the robbery by melting the steel wall into a cable. Max tries to reason with Heatblast. The cops come in to get him, though they find a few propane tanks behind them. They run out, and fortunately, everyone was safe before Heatblast created an explosion.

The next day, the mall manager is being asked a few questions again, though he states exactly the same thing. He puts the safety of his shoppers as a number one priority. In the RV, Max and Gwen are suspicious of Sublimino, as he was the one to alter Ben’s consciousness. Max suggests that they find him and track him down. At the mall manager’s office, Max questions where Sublimino might be, although he repeats over and over again that their shopper’s safety is their number one priority. Max gives up and heads out. Sublimino comes in and is satisfied of how well his plans are going along so far, revealing that he had hypnotised the mall manager.

Max find Ben at a water fountain, sleeping, and he tells Ben that they need to continue searching. Gwen has a pair of handcuffs so that Ben is unable to activate the Omnitrix. Unfortunately, they finally find him, and he has the mall under his control. He uses the clock tower’s giant clock to use as his instrument. As it swings back and forth, he tells them that he’s the amazing Sublimino and there is no need to volunteer, because he plans to create an army of minions under his command.

As the giant watch continues to swing, Sublimino activates his watch to release the hypnotic waves, this time, affecting all the shoppers. Ben was able to avoid it, but Gwen and Max were not so lucky. Ben tries to find the key for the handcuffs. Sublimino orders them to wake up and do his bidding which in is robbing the mall. Ben needs to find a solution fast, before the situation gets worse. Luckily, Ben finds a nearby key maker’s booth, and the metal grinder was on. He uses it to grind down the chain metal from his cuffs. He decides to become Wildvine.

Sublimino finds Wildvine and tries to command him. Wildvine finds that someone is driving a car after him, and Wildvine puts the emergency brake on before he drives into the toy store. Gwen and Max then come in another car, and Wildvine was successful in dodging them, although he's jealous that Gwen is driving. He finds Gwen and Max driving off the floor, and Wildvine comes to the rescue before they fall to their doom.

Wildvine uses the elevator to come up to the security control center where Sublimino is. Sublimino orders 4 senior citizens with chainsaws to take him down. Fortunately, he had the pods on his back that knocks them out. Fortunately, Wildvine’s ability to extend his body lets him constrain Sublimino before he runs away. Wildvine loses him when he reverts to Ben, and they fall down to the giant clock. Sublimino tells Ben that he‘ll put him to a trance that's unrecoverable. Ben grabs on to the second hand, and he takes the watch away from Sublimino. Ben activates the watch and snaps everyone out of Sublimino's trance. Sublimino loses his grip from the clock‘s hand, and he makes a run for it when he hits the ground, although Max was fast enough to open the car door and let him run into it.

They finally hit the road the next day, and Ben seems to have taken Sublimino’s watch as his trophy. He tries it out on Gwen, and orders her to fetch some ice cream for him. She heads to the freezer to take some out. He then tells her to give it to him, and she gave it to him, but on his head instead. Ben’s hypnotic spell on Gwen failed.

Major Events

 * The gang meet Sublimino.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Max Tennyson

Villains

 * Sublimino

Aliens Used

 * Wildmutt
 * Grey Matter (under hypnosis)
 * Diamondhead (under hypnosis and offscreen)
 * Upgrade (under hypnosis)
 * Heatblast (under hypnosis)
 * Wildvine

Errors

 * Gwen and Max watch Gwen's videotape from earlier when determining that Sublimino is responsible for Ben's actions. The video shows Sublimino facing the camera during his hypnosis routine. From where Gwen was standing, his back should have been facing the camera.

Allusions

 * Sublimino's name is derived from the word subliminal, meaning to stimulate and produce a sensation beyond the threshold of consciousness.
 * The name of the episode has a reference to the Midnight Riders.
 * The "Mega-mall-opolis" is a parody of the Mall of America in Minnesota. This is confirmed when a kid mentions "a mall in Minnesota" in Goodbye and Good Riddance.

Trivia

 * This is the first time that Ben goes alien while sleepwalking.
 * This is the second episode in a row to feature Heatblast in a non-speaking role.
 * This is the first time Ben mentions his mother.
 * This is the first time we see Gwen's video camera.