A Techadon weapon master comes to Earth to take the Ultimatrix from Ben. While trying to escape, Ben accidentally causes Gwen and Kevin to turn into his alien forms.
Tropes:
- Badass in Distress: Ben is captured by Inspector 13 for most of the episode.
- Bait-and-Switch: After Ben accidentally turns Gwen and Kevin into Humungousaur and Way Big respectively, two of the biggest aliens Ben normally has access to. It seems like they're going to break through the factory with ease... before Ben presses the Ultimatrix again, and turns them into the much smaller Upchuck and Nanomech.
- Brought Down to Normal: Because the Ultimatrix gets locked onto Gwen and Kevin, Ben is forced to fight Inspector 13 as a human. Gwen later questions if Ben had access to her and Kevin's powers, causing Ben to realize he might have been able to use them at the time.
- Call-Back: The main characters bring up the various times they've fought Techadon robots, including the time when a Techadon factory ended up parked downtown. It's still there until the end of this episode, because no one on Earth could move it.
- Conservation of Ninjutsu: One Techadon robot was difficult for the main characters to defeat in previous episodes. In this one, they trash dozens of them, albeit unfinished models in an abandoned factory.
- "Could Have Avoided This!" Plot: Ben realizes far too late that he could have just rebooted the Ultimatrix to get rid of the glitch that caused it to lock onto Gwen and Kevin.
- Crazy-Prepared: Inspector 13's defenses are difficult to get through because he has so many. Even Nanomech, who would be a Outside-Context Problem elsewhere, gets smacked down by his anti-insect defense.
- The Dreaded: The Techadons are so mysterious that no one has seen a member of their empire and lived. Inspector 13 being on Earth is enough for Kevin to freak out.
- Early-Bird Cameo: Gwen transforms into Clockwork several episodes before Ben uses the transformation onscreen.
- How Do I Shot Web?: Kevin has difficulty getting Jetray's flight under control while he and Gwen-as-Diamondhead are falling from the sky. Gwen later expresses disgust with Upchuck's power set.
- Made a Slave: Inspector 13 threatens to turn Gwen and Kevin into power and matter generators for the Techadons. He doesn't get to follow through, as Fourarms flattens him shortly afterward.
- The Mind Is a Plaything of the Body: Not even Gwen is immune to Rath's nature. She even refers to herself as Rath while transformed into him.
- Negated Moment of Awesome: While Gwen and Kevin are trying to break into the Techadon factory, Ben accidentally turns them into Humungousaur and Way Big, respectively. Before they can crack the factory open like an egg, Ben fiddles with the Ultimatrix again and turns them into Upchuck and Nanomech.
- Nice Job Breaking It, Hero: Gwen attacking Inspector 13’s cage scrambles the Ultimatrix into thinking that she and Kevin are Ben, which in turn scrambles their powers.
- Running Gag: Kevin's car gets trashed again, this time when Ben turns him into Wildmutt while he's driving it.
- Villainous Breakdown: Inspector 13 has one when Ben, Kevin, and Gwen trash the factory, because they're not doing the "logical" thing and surrendering to the Techadon empire.
- Voices Are Mental: Unlike Ben, whenever Gwen and Kevin change into different alien forms, they retain their own voices, albeit slightly changed depending on the form.
- What Kind of Lame Power Is Heart, Anyway?: Gwen's opinion of Upchuck, which poses a problem when Upchuck's gluttony is the only way to get into the factory.
- Wrong Context Magic: Gwen's attempt to use Anodite magic as Diamondhead ends up freezing her and Kevin in a giant mana crystal.
