34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

The Mother of All Vreedles is the forty-first episode of Ben 10: Ultimate Alien.


The episode opens as the Vreedle Brothers are having trouble robbing an intergalactic bank: the Great Vault of Sulkis, when their mother, Ma Vreedle, intervenes and all the guards run away. Ma angrily berates Rhomboid after he reveals to the security guards that he and Octagon are defective clones, stating that not all her spawn are defective, and revealing a third Vreedle Brother, Pretty Boy Vreedle. After completing the robbery, Ma, against the advice of her older sons, orders the group to go to Earth.


The Vreedles robbing the Taydenite

Inside the Rust Bucket 3, the team are informed that the Vreedle family are coming to Earth. Once hearing that Ma is coming, Kevin attempts to run away, admitting that he is scared of Ma Vreedle. Ben and Gwen, however, force him to go after the Vreedles. Once in orbit over Earth where the Vreedles are, Ben tries to convince Ma to leave.


Ultimate Spidermonkey fights The Vreedles

She claims that she just wants a nice place to raise children and the sum-total of Earth's salt water oceans. Ben transforms Spidermonkey and then transforms into Ultimate Spidermonkey and attempts to stop them, and they fly back into space, where the lack of oxygen there causes Ultimate Spidermonkey to crash into Earth, and survives with a webbing crash bag. Meanwhile, Octagon shoots down the Rust Bucket 3 and crashes it into the ocean, forcing Gwen and Kevin to swim back to shore.

Pretty boy vreedles

The Clones of Pretty Boy Vreedle

Once on Earth, Ma orders Octagon and Rhomboid to set up a cloning machine, this time having read the instructions and intending to drain Earth dry, in the process making "300 billion" perfect Pretty Boy Vreedles to make up for the defective Rhomboid and Octagon clones she already made. Ben interrupts the cloning attempt, and after he is captured he tricks Ma into letting him transform. Then, he attempts to convince Ma to leave Earth, telling her as Ben transforms into Big Chill that he himself is a mother (referring to when Big Chill laid eggs).


Big Chill and Ma Vreedle

Gwen and Kevin attempt to hold off Rhomboid and Octagon. Gwen points out that Octagon and Rhomboid are Plumbers now and are better than this. Octagon points out that they're better than nothing. They ultimately decide that their mother doesn't love them when she tries to kill them, and they with the help of the original Pretty Boy convince her to come in peacefully.

Plumber back-up arrives to take the already made Pretty Boys to an orphanage and Ma Vreedle to prison. Octagon requests that the team keep quiet about their involvement in their mother's actions to which they agree before Octagon and Rhomboid fly their raging mad mother to prison.

Noteworthy Events

Major Events

Character Debuts



Aliens Used



Centur Squaar: Take the money. Don't shoot me. I'm too young and witty to die.
Ma: That's smart, you got nothing to lose by co-operating but money what ain't even yours.
Rhomboid: Uhmm, and your dignity and trustworthiness...
Octagon: Boid.
Rhomboid: And probably your job.
Octagon: Boid!
Rhomboid: What?

Quotes Right


Big Chill: Wait! I'm a mother too.
Ma Vreedle: You are?
Big Chill: Yes. So I know how you must feel.
Ma Vreedle: Oh yeah? Where are your kids?
Big Chill: Off in deep space somewhere. That's probably not the best example.

Quotes Right


Octagon: Rhomboid, this is one of those rare problems where you can't solve anything with violence.
Rhomboid: Oh no!

Quotes Right

Naming and Translations

Language Name Origin
Hungarian A Vreedle fivérek anyja The Vreedle Brothers' Mother
Portuguese (Br) A Mãe de Todos os Vreedles The Mother of All Vreedles
Spanish (HA) La Madre de Todos Los Vicios The Mother of All Vices


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Jetray
Ultimate Spidermonkey
Big Chill
John DiMaggio Octagon Vreedle
Will Harangue
Centur Squaar
Rob Paulsen Rhomboid Vreedle
Magister Patelliday
Diane Delano Ma Vreedle
Pretty Boy Vreedle


  • The episode's name is a reference to the phrase "The Mother of All Bad Guys."
  • The line uttered by Ma Vreedle at the end of the episode, "I would have gotten away with it too if it hadn't been for my meddling kids!" is a reference to Scooby-Doo.



Crew Statements

Dwayne McDuffie

Matt Wayne

Ben 10: Ultimate Alien Episodes
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