Ben gets stuck as Grey Matter and is kidnapped by an alien enthusiast and later collected by "The Organization", a secret group that wants to experiment on him.
- Adult Fear: In a rare case for this show, Ben is stuck as Grey Matter, and is then kidnapped and he is in a form that he cannot possibly hope to just run out of. Meanwhile, Grandpa and Gwen have absolutely no idea where Ben is, and they resort to searching every single street.
- Air-Vent Passageway: Grey Matter tries escaping Howell's house by one of these and, thanks to his size, he almost made it.
- Aliens Speaking English: Howell lampshades the fact that Grey Matter can speak English without knowing that it's actually Ben, who can obviously speak the language.
- Angry Guard Dog: While looking for Ben, Grandpa Max kicks down the door of and old woman. She quickly orders her dog to attack him.
- Artifact Collection Agency: The Organization is, according to Max, a secret group dedicated to collecting of alien artifacts. The episodes shows their collection and Grey Matter thinks it's too dangerous to leave them with the pieces of technology they have.
- Heel Realization: While not actually villanous, Howell changes his mind about exposing aliens if it means killing Grey Matter.
- Hypocritical Heartwarming: Gwen is angry at how sad Grey Matter looks in the pictures that Howell took of him. She says that only she is "allowed to torment Ben like that".
- Idiot Ball: Given that Ben had heard Howell order the security system off with just his voice, he had to know that potentially touching the window would set off an alarm, especially since he was Grey Matter.
- Laser Blade: The members of the Organization sport these in keeping with their knight motif.
- Laser Hallway: Howell's house has one which he deactivates with a vocal command.
- Phlebotinum Breakdown: The Omnitrix locks Ben as Grey Matter and the transformation lasts more than usual. It works just fine in the next episode.
- Pressure Point: Max stops a dog from biting him by pinching near its ear and making it sleep.
- Shapeshifter Mode Lock: Ben spends the majority of the episode stuck as Grey Matter.
- Strapped to an Operating Table: A few surgeons try to perform an autopsy on Grey Matter. He's thankfully saved before that happens.
- Tied-Together-Shoelace Trip: Ben as Grey Matter ties the shoelaces of the water park attendant because he didn't let him slide down a slide due to his height.
- The Xenophile: Howell really admires aliens and thinks that discovering an alien will be his big breakthrough. His admiration actually makes him save Grey Matter from an autopsy in the end.
- You Must Be This Tall to Ride: Ben is not tall enough to go down a waterslide so he tries turning into Ripjaws. Unfortunately, he gets Grey Matter instead.
- What Measure Is a Non-Human?: Howell ultimately saves Grey Matter from the Organization arguing that he is (kind of) a person.