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Catch a Falling Star is the twenty-sixth episode of the third season of Ben 10: Ultimate Alien, and the forty-sixth episode overall.


Nesmith escapes prison with Jennifer's help

At a federal prison, Jennifer Nocturne appears for a routine visit to Carl Nesmith, who is now one of the prisoners. 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 the room, where she talks to Carl through a visitor window. Carl asks Jennifer if she brought what he told her. She says yes and places a disc-shaped bomb under the window. Jennifer then pretends to be angry at him and demands to get out of there immediately. After she gets into her limousine, the bomb explodes, freeing Carl. He then takes the keys from Jennifer's driver and they drive away, with Carl speaking of the return of Captain Nemesis.

Meanwhile, Ben and Gwen do an investigation on Jennifer by going to her hometown and finding her mother, Mrs. Nocturne. There, she doesn't want to answer questions until Ben turns into one of his aliens. He reluctantly transforms into Humungousaur. Then Mrs. Nocturne demands that he "does something strong". After he lifts her trailer home, Gwen asks Mrs. Nocturne questions about Jennifer, who reveals that Jennifer got on a talk show and dropped out of high school when she was 14, after which she never returned home, and that her father had never been seen by her. Frustrated, Humongousaur drops the trailer home and transform back to Ben, and storms off claiming that coming there was a waste of time. Gwen asks for something of Jennifer's so she can track her, and is given her old doll. At a motel, Jennifer cuts her hair short and dyes it black so no one would recognize her, but Nesmith realizes that he needs to do something bigger for himself so no one would recognize him, due to once being a superhero.

Clockwork's debut by present Ben

Ben and Gwen track Jennifer and Nesmith to the motel they’re staying at, where Ben transforms into Goop to go under the door and let themselves in. They enter, but find that no one is inside. Ben and Gwen split up, where Gwen goes and asks the manager, while Ben stays behind. He finds a Captain Nemesis glove in a drawer, before he is suddenly attacked by Nesmith. They fight, and Ben kicks off Nesmith, claiming that he was trying to make it a fair fight but, "you've gone and ruined it" because Nesmith takes up a piece of wood. Ben transforms into Clockwork and uses his time-ray to age Nesmith's wood to dust. Jennifer then attacks Clockwork by surprise, shooting him in the arm with the Captain Nemesis glove that Ben had dropped.

This breaks Clockwork's arm and causes him to shut down, allowing Nesmith and Jennifer to escape. Gwen finds Clockwork and manages to transform him back into Ben by hitting his Ultimatrix symbol. However, due to the injuring from being Clockwork, Ben's arm is now broken, which promotes Gwen to take her unconscious cousin to a hospital in order to fix it. Meanwhile, Jennifer and Nesmith go to a veterinarian called Dr. Pervis to perform plastic surgery to get Nesmith's face changed so that no one would recognize him as Captain Nemesis. Nesmith tells Jennifer that they’re going to need some money and she makes a deposit to the Doctor in order for his surgery to be performed.

Ben sees that his arm is broken and its in a sling, after it got injured during the fight with Nesmith

In Ben's car, Gwen is driving because her cousin was still out cold from his surgery and his broken arm is now in a sling. After regaining consciousness, Ben asks Gwen if they're chasing Jennifer and Nesmith but she tells him that they are not as they are just leaving from the emergency room. Hearing this, Ben thinks that Gwen let Jennifer and Nesmith get away, and also discovers his arm was hurt during the fight when he feels the pain. Gwen explains to Ben that Jennifer and Nesmith were gone when she found him unconscious as she tells him that helping him was more important because he was hurt. Also, Gwen tells Ben that the emergency room staff weren't too happy with her taking him out of there before the anesthesia wore off, which he understands. After Ben curiously asks his cousin on how they’ll find Jennifer and Nesmith, Gwen tells him that while he was in surgery she called Kevin and he showed her how to hack into Jennifer Nocturne's phone records, and she sees that Jennifer wired money to a vet named Dr. Pervis.

After Ben transforms into Swampfire and melts the door, they head to the back where they find Dr. Pervis in the freezer, dead. The scene then cuts to Jennifer and Nesmith (with his face bandages on) in a field with Jennifer trying to feed him. After Jennifer says that they should get out of the country, Nesmith 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 despite his right arm still in a sling. Gwen then tried to track Jennifer via the doll that Mrs. Nocturne gave her, but she claims that Jennifer's aura is getting weaker because she might be "losing touch with herself". She also says that Jennifer may be suffering from Stockholm syndrome, which is where a victim starts to identify with their captor and starts to cope with the fact they are captured. After stopping at the crime scene where Nesmith killed the person who tried to help them earlier, Gwen finds a note from Nesmith, daring Ben to follow him.

The scene then cuts to Nesmith and Jennifer breaking into the Nemesis Corporation office building, blasting every guard in sight with the Captain Nemesis glove. They walk into an elevator, and Nesmith presses a combo of elevator buttons to get to the secret basement floor, where they find a large Captain Nemesis mech suit.

Ben and Gwen arrive soon after and find all the guards defeated. Gwen then uses the doll to track Jennifer to the basement, which they access by cutting a hole in the elevator. They hop down and quietly talk to Jennifer about helping her. She claims aloud that she loves Nesmith, who overhears them. After a brief fight between Gwen and Nesmith, Gwen gets injured by a blast, and Ben takes her to a corner of the basement to rest. Ben then tears off his sling and transforms into Eatle. He confronts Nesmith, and is soon covered by a pile of metal debris via a shot that Nesmith took with his glove.

Eatle vs Carl Nesmith

Eatle eats the metal, then fires an energy beam that knocks Nesmith down. Eatle then grabs him by the arm and breaks the Captain Nemesis glove. Jennifer then stops Eatle by getting into the Captain Nemesis mech suit and beating him up until he transforms back into Ben. Before she can finish Ben off, Gwen sneak attacks Jennifer with a mana attack, and then uses two cables to shut down the suit. She falls out, injured, and Nesmith catches her in his arms.

Gwen says that Jennifer needs to go to a hospital. Nesmith agrees and tells her to act like she got kidnapped against her will, and that he will be going back to prison. The episode ends with Nesmith walking out with Jennifer in his arms, with Ben and Gwen following.

Noteworthy Events

Major Events

  • Carl Nesmith (Captain Nemesis) returns.
  • Jennifer Nocturne is revealed to be suffering from Stockholm Syndrome and helps Carl escape from prison.
  • Carl and Jennifer commit many murders just to get to Ben.

Ultimatrix Alien Debut

  • Clockwork (first appearance by present day Ben)

Character Debut

Minor Events

  • Ben has a limb broken for the first time.
  • Both Carl and Jennifer give themselves new looks (via plastic face surgery and hair dying).



Aliens Used

Naming and Translations

Language Name Origin
Hungarian Kapj El Egy Hullócsillagot Catch a Shooting Star
Italian Catch a Falling Star Catch a Falling Star
Polish Złap Spadającą Gwiazdę Catch a Shooting Star
Portuguese (Br) Pegando Uma Estrela Cadente Catching a Falling Star
Romanian Să Prinzi o Stea Căzătoare Catch a Falling Star
Spanish (HA) Atrapa Una Estrella Fugaz Catch a Falling Star
Spanish (Spain) Atrapa Una Estrella Fugaz Catch a Falling Star


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Dee Bradley Baker Humungousaur
Tara Platt Jennifer Nocturne
Christopher McDonald Carl Nesmith
Marianne Muellerleile Maureen Nocturne
Danny Jacobs Dr. Pervis



Ben: You know, since you don't have your battle suit on, I tried to make it a fair fight. But now you gone ahead and ruined it! (transforms into Clockwork) Clockwork! (Carl grabs a wooden plabk to fight Clocwork but its aged to dust) Face it, Nesmith. Your time is up.

Quotes Right.png


  • One inmate has an orange stripe on his chest instead of white.
  • When Ben and Gwen are in the car, Gwen's black stockings are missing.
  • When Ben nearly hits the truck, the Ultimatrix symbol is missing from the wheels of his car.
  • When Jennifer talks to Carl Nesmith in the limo, first her arm is under his arm, but in the scene after, her arm is above his.
  • In one scene, the white stripe on Nesmith's chest is on the right side.
  • For some reason, Goop's Anti-Gravity Projector is once more able to pass under the door, the first time being in ...Nor Iron Bars a Cage.
  • Ben says he accidentally melted the doorknob as Goop, but the doorknob is 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 sizzling of the doorknob melting.
  • When Ben is fighting Carl, half of Carl's mustache is briefly skin-colored.
  • When Gwen finds Clockwork unconscious, the black stripes on Clockwork's arms are missing.
  • When Swampfire complains about the smell of the operating room, the bowl that Gwen later suggests has blood in it, is empty.
  • When Ben leans Gwen against the wall, he removes his hand, but then his arm is behind Gwen's back again.
  • When Carl says, "Then we can be together, forever!", his Nemesis glove is first on his right hand, but then his left.


  • Eatle's transformation sequence is shown for the first time.
  • Carl Nesmith had changed his alias to Overlord prior to this episode, yet he is never referred to as such.
  • This is the only Ultimate Alien episode where Kevin does not appear.
    • It is revealed that Kevin likes to work on the Rust Bucket 3 more than going out on missions, which is why he doesn't appear in this episode. While he doesn't make an on-screen appearance, Kevin does take part in the mission in some capacity, as Gwen mentions that he helped her hack into Jennifer's phone records.
  • When Ben's arm is still in a sling, his transformation as Swampfire reflects this, as shown by the thinner and twisted vines on his right arm.
  • The cold open, up until the scene where Ben and Gwen leave the Bridgeman Trailer Park after visiting Maureen Nocturne, were storyboarded by Aluir Amancio.[AA 1][AA 2]
    • As shown in both animatics, these scenes originally took place at night.
    • As shown in the second animatic, Ultimate Humungousaur was supposed to appear in the episode, serving the same purpose his devolved form did in the final version of the episode.


Thomas Yamaoka

Aluir Amancio

Ben 10: Ultimate Alien Episodes