As Ben, Gwen and Kevin are waiting for a book signing, young movie star, Jennifer Nocturne arrives to sign her books, but is then held hostage by a few robbers armed with dangerous laser guns and after they murdered two of her bodyguards, they demand $10 million in one hour- otherwise, they threatened, she would die. Everything looks bad until Ben fights some of the robbers as Spidermonkey. As one of them tries to escape, Captain Nemesis, Ben's favorite hero, arrives and knocks him out. Jennifer then gives Ben a kiss, which makes Nemesis jealous of Ben.
Ben returns home to find the story on all of the news channels and Gwen, Kevin, and much to Ben's surprise, Julie, who is jealous at Jennifer Nocturne kissing him. Ben assures her that it's for their careers, and Julie says there's nothing going on between him and Jennifer, but she is really taking advantage of Ben to get more publicity. Just then, Nocturne arrives in a golden helicopter to take Ben to Captain Nemesis's party, much to Julie's chagrin. At the party, Nocturne introduces Ben to Nemesis, who tries to be friendly, but is obviously jealous of Ben. Nemesis even gets Ben's name wrong (Ten Bennyson). After the party, Nemesis, revealing that the hostage situation was a ruse to make him a bigger star, is seeking to become a bigger star than Ben. He has his assistant Simons enlist the help of Will Harangue, who views Nemesis as a great American icon (an opinion repeatedly noted in the episode). to capture some exclusive footage of him being a bigger hero than Ben, thinking that being a hero is all about fame.
A little later, a swarm of war robots lead by Computron appear and attempt to take over the Earth, giving Nemesis the opportunity to prove he's a better hero then Ben. Nemesis and Will Harangue arrive, the former to fight and the latter to film, but Harangue is distracted by another news crew capturing his exclusive footage. Ben arrives as Jetray, ruining Harangue's plan, but when that proves ineffective, he transforms into Armodrillo,
Nemesis manages to hide his jealousy and challenges Ben to a friendly competition to see who's the better hero. At the duel, covered by Nocturne for the Will Harangue Nation, Ben as Humongousaur easily beats Nemesis in train throwing. However, when Ben is given Rath by the Ultimatrix instead of Jetray, Nemesis takes the speed challenge. As a tiebreaker, a tug-of-war is held over a mud pit, and Ben wins as Fourarms. Nemesis is humiliated live on public TV, and plots to get revenge on Ben.
He makes a mountain out of molehill over his jealousy of Ben and he has his technicians remove all of the safeguards on his suit, allowing him to use more power than ever before, which would practically kill him (he doesn't seem to care that he's going to commit suicide). When Simons objects to removal of the safeguards of his suit, Captain Nemesis tells Simons to leave. He then kidnaps Julie who was shown taking her anger of Jennifer out on the tennis courts. Then he intercepts Jennifer's helicopter. When Ben calls Julie, Nemesis answers the call and tells Ben to "Come and Get Me" if he wants to see her again.
At his lair, Ben transforms into Humongousaur and then Ultimate Humongousaur, keeping Nemesis at bay and fighting him fiercely; however, he then reveals that he has captured both Julie and Nocturne, and that Ben can only save one of them. Nemesis cuts the ropes and both begin to fall down. Ben transforms into Goop and catches Julie, who finally forgives him for all his mistakes and became his girlfriend again as she smiles, while Gwen and Kevin rescue Nocturne. They hide behind Gwen's shield as Nemesis's energy blasts get increasingly hotter. Nemesis finally snaps and tells that he didn't know why he protected people like Ben in the first place and decides to change his name to Overlord, then tries to kill Ben. Ben attempts to cool him off with Water Hazard and then manages to remove Overlord's power by absorbing all of the moisture in the area, and manages to defeat Overlord by beating him up ruthlessly. After turning back, Ben scolds Overlord for losing sight of what being a hero means. The police come and arrest Overlord, and Harangue claims that Overlord/Nemesis was a good man forced to do bad things to take down Ben.
Major events
Ben calls Julie "his girl", she forgives him for all his flaws and becomes his girlfriend once again.
This is the first episode of the universe Ben 10 that we saw Ben's first kiss on the screen, but from Jennifer Nocturne.
Like Gwen, Julie proved to be jealous of Jennifer, and that she really loves Ben.
Ben: (switches from Spidermonkey to himself) Captain Nemesis? I'm your biggest fan!
Jennifer Nocturne: No, I'm your biggest fan, Ben Tennyson! (she kisses him, as the camera flashes)
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Ben: (twistes Ultimatrix's dial and slaps Ultimatrix symbol transforms into Fourarms) Fourarms!
Captain Nemesis: Captain Nemesis! Fourarms: Why are you shouting your name out?! It's stupid!
Captain Nemesis: My name isn't stupid! Although, I have been thinking about dropping the "Captain" part- it doesn't really describe me accurately anymore.
Captain Nemesis: Oh, now you're my friend? I can't believe I wasted my time to protect people like you! Captain Nemesis is dead! From now on, call me Overlord! Goop: How about we call you a good therapist?
Julie: (screams until she is saved by Ben as Goop) You saved me. Goop: Of course I did. You're my girl. (Julie smiles)
Ben: How could you do this?! You used to be a hero, I had your poster on my wall! Did you forget? This isn't about fame! It's about helping people!
(Ben, Gwen, and Kevin are at the opening at a book signing)Ben: Ha, now the truth comes out. Super cool, muscle car driving, ultimate bad boy, Kevin Levin likes girly movies!
Kevin: (trying to change the subject) You're telling me Jennifer Nocturne comes to town and you're not even curious?
Ben: (to Gwen) One blood-sucking soap drama and his little heart goes pitty-pat.
(Gwen giggles but notices Kevin frowning at her) Kevin: (smug) And who was sitting next to me, during that blood-sucking soap drama and two sequels?
Gwen: Vampires are romantic...
(Kevin looks at a poster of Jennifer Nocturne)Kevin: And hot... (pinched by Gwen) Ow!
Gwen: You were saying?
Kevin: I admire her craft as an actress.
(Gwen gives him a look obviously not believing him)
Water Hazard: WATER HAZARD! I was going for Big Chill, but I still might cool you off! First, some nice cold water! (sprays Overlord with water) Then, I'll absorb the moisture from the air! (absorbs the moisture causing Overlord's armor to break)
Overlord: You won't beat me! I can still prove to everyone that I'm the hero!
Water Hazard: JUST BE QUIET! (he viciously attacks Overlord, until Overlord falls to the ground breaking his armor)
Trivia
A running gag in this episode is for people to compare Captain Nemesis/Overlord to Ben, but most of them are the other way around (for example, Will Harangue calling Ben a "sore loser" when it's Captain Nemesis who is the loser).
This episode had more errors than any other episode throughout all the series.
Ben and Julie get back together again after he calls her "his girl" and she forgives him for all his flaws.
Jennifer Nocturne was first mentioned in Hit 'Em Where They Live when a reporter asked Ben if he was dating her.
This episode seems to be centering around poking fun at celebrities. Ben and Jennifer's kiss is considered by Will Harangue as "romance of the century", a common thing the tabloids use among teen celebrities. Also, they were starting to be known as "Bennifer" by celebrity gossip reporters.
Jennifer's so called "affair" with Ben was just a rumor made by Jennifer herself just for publicity and to make a better career by taking advantage of Ben, an action one would call "gold digging."
When Nemesis uppercutting off one of the robot's heads, the robot said the phrase "You knocked my block off", an allusion to Rock 'em Sock 'em Robots.
When Ben mentions cross-pollination, Kevin laughs, making this the first time a dirty joke is used in the entirety of the Ben 10 series until Ben corrected himself and made it cross-pollination "of [his] and Jennifer's careers".
Kevin is revealed to like soap operas.
This is the first time Ben uses two Andromeda Galaxy aliens in one episode: Armodrillo and Water Hazard.
It's shown that the DX Mark 10 has a voice command function.
The "Darkfall" films are a parody of the Twilight film series and books.
"Vampire Summer 4" is a reference to the fourth and final book in the Twilight saga that's yet to be made in a movie, Breaking Dawn.
When Ben transforms into Humungousaur then to Ultimate Humungousaur, he doesn't yell out Humungousaur or Ultimate Humungousaur. This could mean he had control of his voice then or was angry of Julie's kidnapping.
This is the second time that Four Arms was published. The first being Ready to Rumble.
If you look closely when Ben is reading a magazine, you can see the Cartoon Network logo ( CN ) on the cover.It is more likely though a Captain Nemesis comic.
Captain Nemesis saying his name after Ben says "Four Arms" is a pun on the fact that from Alien Force onward Ben always says the name of his aliens, the exception being offscreen transformations and his transformations into Humungousaur and Ultimate Humungousaur in this episode.
This is the first time an Ultimate is used against a human villain.
It's actually unknown if Jennifer was actually a fan of Ben since she says, "No...I'm your biggest fan, Ben Tennyson." and kissed him. It might be possible that she said it just to make a better career of herself.
If you look closely at the Darkfall poster, Nocturne is wearing the same red dress she wore at the party.
Right before the thug flees, he shouts, "Nobody said anything about blue monkeys! I'm outta here!" This could be a reference to Looney Tunes: Back in Action where the blue diamond is also called the Blue Monkey.
Errors
Ben's jacket stripes are on his left sleeve insted of his right sleeve.
When Ben was talking to Captain Nemesis, Jennifer had her hands on Ben's shoulders. Then when the camera zooms in on the two, Jennifer's right hand was under Ben's chin. Finally when the camera zooms File:147px-Ewewew.jpg
Mistake
out, both her hands are still on Ben's shoulders as though nothing happened.
When the camera focuses on Ben, Gwen, Kevin, and Julie, Julie was smiling. Later when Jennifer was talking to Julie, Julie looked jealous and upset.
Right when Water Hazard takes his first swing at Overlord, the N on his chest is missing.
If you look closely when Spidermonkey was beating the thugs, you can see that both the thug and Jennifer at the front entrance are gone. Later, when Spidermonkey slides backwards, they magically reappear.
When Nocturne begins hosting for the friendly contest, her shorts are black.
The Darkfall poster on the door appears and vanishes throughout the fight.
The fans at the booksigning appear and vanish throughout the fight.
Watch closely when Jennifer says, "Ready for the party?" to Ben. You can see that Gwen and Kevin vanish when the camera moves from Julie to Ben.
Gwen and Kevin are standing several feet from the red carpet when the camera shows Ben getting a kiss from Jennifer, even though they helped Ben defeat one of the thugs.
When Jennifer was talking to Ben by the helicopter the stripes on Ben's sleeves are on both sleeves.
In one scene, part of Ben as Spidermonkey's tail was floating away from the original part. However, it could be possible that it curved offscreen.
When Ben becomes Spidermonkey, the fans are standing in front of the cordon, even though they were standing behind it before the fight.
Ben says, "She [Jennifer Nocturne] kissed me. I didn't enjoyed it." However, after Nocturne kissed him, he was smiling, implying that he did enjoyed it.
Kevin mutes the volume on the TV when he, Gwen, and Julie are watching the news about Bennifer. However, when Ben arrives and watches Harangue's news, the volume is automatically unmuted.
When Captain Nemesis was talking to his assisstant, it is raining outside. But when Ben and Captain Nemesis fight Computron, it is not raining.
When Captain Nemesis shot a rope at Ultimate Humungousaur's arm, the rope on his (Ultimate Humungousaur) arm disappears for a split second. But reappears in the next scene.
