34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

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


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 seemed and were fit enough to fight against Wildmutt.

The elderly citizens were dominating their duel against Wildmutt, while Wildmutt had 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 squawking 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 is about to activate the Omnitrix, and pushes him 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 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 back into 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 Diamondhead's 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 catches him 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.

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Upgrade facing a pair of helicopters

While the helicopters surround Upgrade, more cops come in the ground. Upgrade is shot by the helicopters, causing him to “melt”, although he easily reverts. He merges with one of the helicopters to shoot down the others and the ground forces. 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.

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Hypnotized Ben

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 chains 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 hypnotized the mall manager.

Max find Ben at a water fountain, sleeping, and he tells Ben that they need to continue searching. Gwen handcuff him 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. Ben transforms into 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 back into 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.

Noteworthy Events

Major Events

Character Debuts



Aliens Used



(Upgrade turns a clock face into a makeshift helicopter and flies off)
Gwen: Time sure flies when you go alien.

Quotes Right


Ben: You may control every last person...
(Transforms to Wildvine)
Wildvine: But what about a plant?

Quotes Right


Wildvine: Hey! How come Gwen gets to drive?

Quotes Right


(Ben trying to hypnotize Gwen)
Ben: Your eyelids are feeling heavy, you are falling into a deep sleep.
Grandpa Max: Hey, Ben, what are you doing back there?
Ben: Uh, nothing. (to Gwen) You are now completely under my power.
Gwen: Yes, master. Your wish is my command.
Ben: Whoa, cool, it worked! Now, get me some ice cream.
Gwen: Yes, master.
(Gwen goes to get ice cream)
Ben: This summer just got a whole lot better.
(Gwen comes back with ice cream in hand)
Ben: Now, give it to me.
Gwen: Yes, master.
(puts the ice cream on Ben's head)
Ben: Hey!
Gwen: Psyche! You want anything else, "master"?
Ben: (annoyed) Just a different cousin.
(Gwen laughs as the episode ends)

Quotes Right

Naming and Translations

Language Name Origin
Croatian Ponoćno ludilo Midnight madness
French Les douze coups de minuit The Twelve Strokes of Midnight
German Mitternachtsschreck Midnight Terror
Hungarian Éjféli őrület Midnight Madness
Portuguese (Br) Loucura Noturna Night's Madness
Spanish (HA) Locura a la Medianoche Madness at Midnight
Spanish (Spain) Locura de Medianoche Midnight Madness


Voice Actor Role(s)
Tara Strong Ben Tennyson
Volunteer #2
Meagan Smith Gwen Tennyson
Paul Eiding Max Tennyson
Dee Bradley Baker Wildmutt
Mall Cop #1
Mall Official
Steve Blum Swat Cop
Volunteer #1
Jim Ward Wildvine
Mall Cop #2
Richard Horvitz Grey Matter


Ben 10 Episodes
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