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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

What Are Little Girls Made Of? is the ninth episode of the first season of Ben 10: Alien Force, and the ninth episode overall.


Ben and Gwen learn Max's wife,[note 1] Verdona, is an alien and Gwen's magic is actually inherited alien power from their grandma. After learning the truth, Gwen is forced to choose between keeping her life as she knows it and sacrificing all that she has to become a being of great power.[CN 1]


The episode begins on a beautiful day. Brainstorm, Gwen, and Kevin are at 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. They notice a heart with the words reading "Max + Verdona" carved on the tree. They wonder who Verdona is.

Afterwards, they make up a plan to keep watch and see if the lady comes back. During this time, Ben gets bored and plays with the car door lock, which annoys Kevin. Gwen then leaves for the bathroom. During Gwen's absence, Ben messes around with Kevin and plays with the car door lock even more, which annoys Kevin even more and he grabs Ben. Ben notices the lady showing up, and Kevin and Jetray get out of the car and 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 both their 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 60 or 70 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 she will 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 paternal grandmother, Verdona, and learn about their Anodite heritage.[1]
  • It is revealed that news of Max's apparent death was spread around, and even reached Anodyne.

Character Debuts[]

Minor Events[]

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



Aliens Used[]


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

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

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

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

(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.

Naming and Translations[]

Language Name Origin
French L'Héritière The Heir
Hungarian A Kicsi Lányok Miből Készülnek? What Are The Little Girls Made Of?
Italian Nonna Verdona Grandmother Verdona
Polish Wizyta Visit
Portuguese (Br) Do Que São Feitas As Garotinhas? What Are The Little Girls Made Of?
Romanian Din ce Sunt Făcute Fetiţele What Girls Are Made Of
Russian Из Чего Сделаны Маленькие Девчонки What Little Girls Are 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 a reference to an issue/episode of Dwayne McDuffie's comic character Static.
  • Spidermonkey's quote, "Why, Grandma, what big trouble you have!", is a reference to the fairy tale, Little Red Riding Hood.


  • When Brainstorm fires electricity at Kevin, it is blue instead of yellow.
  • Before Gwen gets up after throwing a rock into the water, her leg and arm are layered on top of Ben's head.
  • In one shot, Ben does not have the Omnitrix on his wrist.
  • When Ben scrolls through his aliens before turning into Jetray, the holograms are facing away from him. Also, in close-up shots, the holograms are smaller than they should be.
  • In a picture of Young Ben and Gwen in Gwen's room, the Omnitrix is on Ben's right wrist.
  • The closed captions on the Ben 10 Alien Force: Volume 2 DVD misspell "Anodite" as "Anodyte".
  • When Ben and Kevin join Gwen on the roof, the "10" on Ben's jacket is in the wrong font.
  • After Gwen kisses Kevin and runs off, her stockings are missing.
  • When Verdona dances, there are no dishes on the table.
  • During the shot of Spidermonkey swinging with Gwen in tow, he is missing his two lower arms for a few frames.


  • It was originally stated during the Original Series that Ben and Gwen's grandmother was deceased.[2][3] However, this is retconned in this episode, as she is revealed to be alive.[1]
  • Verdona left flowers at Max's favorite spot because there was no body left to bury.[DM 2]
  • Although Frank claimed that magic does not exist, this is not true.[DM 3] This would later be confirmed on-screen in In Charm's Way.
  • Verdona was merely toying with Ben, Gwen, and Kevin during the episode's climax.[DM 4]
    • She also could have beaten Gwen without any effort at all if she wanted to.[DM 5]
  • When Matt Wayne wrote this episode, he was under the impression that going Anodite would destroy Gwen's body.[MW 2] This was also mentioned by Verdona in the episode. However, when Gwen assumes her Anodite form in War of the Worlds: Part 2, she is able to revert to human with her body intact.
  • Within the episode, the question mark in the title is absent. This is a typo, as the question mark is present on the episode listings on the Cartoon Network website, iTunes and the Ben 10 Alien Force: Volume 2 DVD.
    • Matt Wayne himself has referred to the episode with a question mark.[MW 3]
  • The decision to introduce Anodites and mana was influenced by Dwayne McDuffie's opinion that magic and science fiction shouldn't mix.[AC 1]
  • This is one of Matt Wayne's favorite episodes that he has written.[MW 3]


  1. Even though they have children, Derrick J. Wyatt believed Max has never been married to Verdona.[DJW 1] Correlating with this, Dwayne McDuffie believed that Max has been married more than once.[DM 1] Matt Wayne does not know if they are married.[MW 1]


Crew Statements[]

T.J. Collins[]

Derrick J. Wyatt[]

  1. link unavailable

Dwayne McDuffie[]

Matt Wayne[]

Cartoon Network[]

Audio Commentary[]

Ben 10: Alien Force Episodes