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Moonstruck is the twelfth episode of the third season of Ben 10: Ultimate Alien, and the thirty-second episode overall.


The beginning of the episode shows Ben, Gwen, Kevin and Grandpa Max cleaning out the repaired Rust Bucket 2. Trying to make the job easier, Ben stupidly transforms into Four Arms but gets stuck. Four Arms then literally gets kicked out of the Rust Bucket by Kevin and transforms back into Ben. Then Gwen finds a bracelet in one of the boxes Ben carried. She asks if she can keep it but Max says no and that it belongs to Verdona. Then Ben and Gwen ask Max to tell them the story of how Max and Verdona first met.


Verdona's old power suppressing bracelet

The beginning starts with a young Max in the Air Force, leading an F-104A fighter squadron in attack formation. Then, out of nowhere, Max sees a U.F.O. He shoots it down with his AIM-9 Sidewinder missiles, but destroys his plane in the process and is scolded by his superior, who almost kicks him out of the Air Force. Then, a colonel wants to have a word with him; he tells Max that there have been previous alien sightings hence why the president has been working so hard to get people into space. The Colonel wants Max to join the space program and Max happily accepts.

Max drives happily away to a diner, where he meets a mysterious red-haired woman, who is revealed to be Verdona in her human form. They begin to flirt, only to be interrupted by a large man in an overcoat entering the dinner. He spots Verdona and attempts to capture her, only to be fought off by Max. After being smashed into the jukebox, his disguise drops to reveal that he is in fact a humanoid machine. Max and Verdona flee in Max's car.

The robot, revealed to be a Synthroid by Verdona, steals a police car and follows the duo. In the car, Max demands some answers from Verdona, who reluctantly tells him that she is an alien from another planet and that the Synthroid is trying to kidnap her. They are interrupted by the Synthroid, who tries to push their car off the road. After some fancy driving from Max, the Synthroid crashes into an overturned oil tanker. Max and Verdona then escape.

The two take a brief rest at an abandoned gas station and Verdona informs Max that the bracelet on her wrist, the same one Gwen found, inhibits most of her special and unique abilities and powers except telepathy but since the Synthroid is a machine, it will not do them much good. She also reveals that she was on the space ship that Max shot down earlier and read his mind, which is what lead her to him. Max says he has an idea on how to remove the bracelet and takes Verdona to a smelting plant. He attempts to remove the bracelet with a pair of steel clippers, but the bracelet proves to be made of an incredibly dense material. The Synthroid catches up to the pair and Max attempts to stop it. After sustaining some damage, it reveals that it can automatically repair itself of all injuries. It captures Verdona and leaves to repair its ship.

Max then manages to locate Verdona and the ship by using the strong telepathic link they share. At the crash site, the Synthroid reveals that it wants Verdona since she is an Anodite and can power his species' cities for decades before expiring. The fight is interrupted by the appearance of Magister Labrid, who orders the machine to stand down. It ignores him, shoots down Labrid and flees with Verdona onto the ship. Max prevents its escape by using Labrid's blaster to destroy the energy core of the ship, destroying it and the Synthroid.

The bracelet loses its power and Verdona returns to her true Anodite form. She asks Max to come with her to space and promises to give him anything he desires. Max declines her offer, saying he needs to take what he wants himself and not have it handed to him. She realizes that she can't change his mind, kisses him and promises to that they will meet again as she flies away.


The flashback ends and Max ends the story by saying he went to astronaut training the following Monday but Magister Labrid returned and recruited him into the Plumbers. Ben and Gwen ask what happened next and when will he meet Verdona again. Max decides that it is a story for another day as he doesn't want to wake up Kevin, who has fallen asleep. Ben wakes Kevin up and the group moves into the Rust Bucket. Max says he will come inside in a moment. Max looks fondly at the bracelet and wishes Verdona a good night, wherever she may be.

Noteworthy Events

Major Events

Character Debuts

Minor Events



Aliens Used



Ben: How did you fit all this stuff in here?
Max: Gradually. I haven't done spring cleaning in the Rust Bucket since I got her.
Kevin: Except for when I blew it up... which I probably shouldn't mention.
Max: Just help carry the boxes outside and stack them up.
Ben: (unable to lift the box) Ugh... Heavy!
Gwen: Not if you take them one at a time.
Ben: I've got a better idea [activates Ultimatrix] FOUR ARMS!
Kevin, Gwen and Max: Ben!
Max: You're too big to be in here!
Four Arms: No, I'm not!
(sounds of glass breaking)
Grandpa: Ben!
Four Arms: Sorry, sorry. I'm going. (gets stuck in the door and is kicked out by Kevin) Thanks a lot, Kevin.
Kevin: Anytime.

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Kevin: (snores, but then is punched by Ben) What'd I miss?

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Naming and Translations

Language Name Origin
Hungarian Holdkóros Lunatic
Polish Jak Poznałem Waszą Babcię How I Met Your Grandma
Portuguese (Br) Apaixonado Passionate
Romanian Pe Lună Per Month
Spanish (HA) Un Encuentro de Otro Mundo A Date of Another World
Spanish (Spain) El Encuentro de Un Ser de Otro Mundo The Date of a Being From Another World


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Four Arms
Paul Eiding Max Tennyson
Jeff Bennett Magister Labrid
Major General
Juliet Landau Verdona
Jason Marsden Young Max


  • The episode's plot is very similar to that of the 1984 film The Terminator.
    • The scene at the foundry had a striking resemblance to the Terminator 2 scene at the smelting facility, the way the Synthroid was dipped in the molten copper just like the T-1000; and later on, how the Synthroid's face was damaged.
  • The device above Verdona's cell resembles the alien probe from the The War of the Worlds. The sounds it made when activating was also identical to the Martian's heat ray weaponry from the same movie.
  • The scene at the diner is the same scene in the episode New Kids In Town in Superman: The Animated Series.



  • The Synthroid's human form strikes a resemblance to Max at the beginning of Max Out and the Victor Validus' clones in Revenge of the Swarm.
  • There's a portrait of John F. Kennedy, at the office of the U.S. Air Force Base, during the conversation between Max and the Colonel; suggesting that the events in this episode took place around 1961 or 1962. John F. Kennedy's speech about sending a man to the Moon before the end of the decade is also mentioned.
  • The script for this episode was completed as early as May 31, 2010.[DM 1]


T.J. Collins

Dwayne McDuffie

Ben 10: Ultimate Alien Episodes