34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

What Are Little Girls Made Of? is the ninth episode of Ben 10: Alien Force.


The episode begins on a beautiful day. Brainstorm, Gwen, and Kevin are at Grandpa Max's favorite fishing hole, which makes Gwen a little bit upset while Brainstorm and Kevin have some sort of contest. While they are there, they spot a figure in a cloak walking towards Max's favorite tree. They try to get her attention, but before they can get to her, she goes behind the tree and disappears. A flower was left near the tree.

Afterwards, they make up a plan to keep watch and see if the lady comes back, but Gwen leaves for the bathroom. During Gwen's absence, the lady shows up, and Kevin and Jetray get into a fight with her. They discover that the mysterious lady's powers and abilities are just like Gwen's except much stronger and much more powerful. Eventually, Ben and Kevin get cornered, but just before they're killed, Gwen shows up and saves their lives. Shortly after that, the trio figures out who the strange lady really is. Ben and Gwen's grandmother, Verdona.

Later on, they go to Gwen's house, and she has a talk with Frank about the recent activities that took place. Gwen finds out that Ben and Kevin are sitting outside her window, and tells them to come inside. Frank thinks that Kevin is Gwen's boyfriend (much to Gwen's embarrassment). Afterwards, Verdona shows up and they all teleport downstairs to where Natalie is and Verdona begins talking about how she first met Max. She fell in love with him but she returned to her home planet, Anodyne, to rekindle her Anodite heritage. Verdona tries to convince Gwen to come to Anodyne to master her powers, which will take about 75 years, but Gwen gets overwhelmed and runs upstairs. Kevin and Ben comfort her, and Ben tells her that it's her choice but Kevin doesn't want her to leave and says he wants her around. She then kisses him on the cheek.

Gwen comes back downstairs and says that she doesn't want to go to Anodyne, but Verdona has already decided what is best for Gwen and decides to destroy Gwen's body (which would leave only the Anodite inside). She reveals her true form, a giant pink-purple glowing humanoid, and blasts Ben and Kevin out of the house when they confront her.

Gwen, Kevin, and Spidermonkey fight Verdona, but they are no match for her. Gwen finally convinces Verdona to let her stay on Earth. Verdona ultimately reconciles with everyone and leaves, though she states that she will check on Gwen occasionally.

Noteworthy Events

Major Events

  • Ben and Gwen meet their grandmother, Verdona.
  • Ben and Gwen learn about their Anodite heritage.

Character Debuts

Minor Events

  • It is revealed that Gwen feels somewhat like she's out of place.
  • It is revealed that Jetray can travel faster than sound.


Aliens Used



Gwen: I have to find a bathroom.
Kevin: Lots of trees around.
Ben: Real debonair, Kevin.

Quotes Right


Verdona: Do that again.
Gwen: No problem! (shoots mana beams at her)
Verdona: (Blocks Gwen's mana) Incredible!

Quotes Right


(Gwen kisses Kevin on the cheek)
Kevin: (surprised) LAME! LAME! LAME!

Quotes Right


Ben: Destroy...
Kevin: Her body?
Gwen: Destroy my body? You're not serious.

Quotes Right


(Kevin lifts a boulder ready to smash Verdona with it, but then he pauses)
Kevin: Dude, I don't know if I could pound your grandma.
Spidermonkey: That's okay. We're teaching her to mind her mana.
(Spidermonkey makes monkey-like laugh and Verdona laughs as well)
Verdona: Good one, Ben.
Kevin: Was not.

Quotes Right

Naming and Translations

Language Name Origin
French L'Héritière The Heir
Hungarian A kicsi lányok miből készülnek? What Are The Little Girls Made Of?
Portuguese (Br) Do Que São Feitas As Garotinhas? What Are The Little Girls Made Of?
Spanish (HA) El Potencial de Gwen The Potential of Gwen
Spanish (Spain) De Que Manera Son Las Chicas Of What Manner Are The Girls


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Brainstorm
Juliet Landau Verdona
Natalie Tennyson
Barbara Bain Human Verdona
George Newbern Frank Tennyson


  • The idea that Gwen would inherit Verdona's powers and not Ben, Ken or their respective fathers is a reference to a theory in Para-psychology and genetics that states that while both genders could potentially carry the psychic gene, it would be dominant and manifest in the female gender more than the male gender.
  • The title is based on the What Are Little Boys Made Of? nursery rhyme.
  • The title could also be in reference to an issue/episode of Dwayne McDuffie's comic character Static/Static Shock
  • Spidermonkey's quote, "Why Grandma, What big trouble you have!", is a reference to the fairy tale, Little Red Riding Hood.


  • Verdona left flowers at Max's favorite spot because there was no body left to bury.[DM 1]
  • Verdona was merely toying with Ben, Gwen and Kevin during the episode's climax.[DM 2]
    • She also could have beaten Gwen without any effort at all if she wanted to.[DM 3]
  • This is one of Matt Wayne's favorite episodes that he has written.[MW 1]


Crew Statements

Dwayne McDuffie

Matt Wayne

Ben 10: Alien Force Episodes
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