Midnight Madness

Midnight Madness is the first episode of the third season of Ben 10, and the twenty-seventh episode overall.
==Synopsis==
When the Rustbucket breaks down outside the largest mall in the U.S., it seems Ben and Gwen will have the time of their lives in the mall. That is until they run into an evil hypnotist entertaining the crowd, who puts Ben under hypnosis, causing him to sleepwalk at night and help him steal things. And when the hypnotist discovers certain aliens are now helping him, he exploits them for his grand plan of hypnotizing hundreds of people so they'll be under his demented control forever. Ben must figure out how to break the spell he's under and stop this evil plan.
==Plot==
The Tennysons have just finished shopping at "Mega-mall-opolis". Ben and Gwen have enjoyed their visit, and while Gwen continues to read their booklet, the burglar alarm is activated, and the mall security comes out to take the robbers down. Ben decides to help them out and transforms into Wildmutt. The robbers are able to get onto a higher level in the parking structure by using a nearby streetlamp. The police are puzzled by their method of escaping. Wildmutt comes up and finds that the two robbers are two normal-looking senior citizens but are fit enough to fight against Wildmutt.
Wildmutt is unable to lay a scratch on the robbers as they effortlessly dodge his attacks. It gets worse and the police come in and think that the robbers released a "rabid dog" to cover their tracks. Wildmutt makes a run for it while Max brings the RV in so that he can get in. The police go after the Rustbucket, and in pursuit of it, Max sees the police in front of them. He tries to avoid them, but he ends up crashing into a pole. The police come in the RV to locate Wildmutt. Instead of finding the beast, he finds the Tennysons, perfectly calm and cooperative.
The next day, Gwen and Ben recall their event at the mall last night. They are stuck at the mall area until the parts arrive for the RV. Until then, they're able to enjoy their time at the mega mall for a few more days. Gwen is happy for what Ben has attempted and gives him a slap on the back. They continue on and Gwen finds a bulletin board that catches her attention. "The Amazing Sublimino, Master of Hypnosis".
In the background, a voice cries out that Sublimino is ready to come out. A small man, with a bald head, big, round sunglasses, and a red-colored vest comes out. He says he's Sublimino, and he calls out for a few volunteers, among them Ben. He first starts out by swinging the pocket watch back and forth, telling his volunteers to focus on it closely. He knows it doesn't affect them at all, and he reaches out for another watch, but this time, he presses a button to activate some sort of wave, which makes them fall asleep. Gwen reaches for a video camcorder in anticipation of Ben making a fool of himself. Sublimino tells them that they're under command and tells them that they'll be newborn babies. In an instant, Ben and the two other volunteers immediately start crying, and the audience breaks out into laughter. Afterwards, they are told to be chickens and the three start squawking and waving their arms. Max questions Gwen about what Ben is doing. When Sublimino tells Ben to be an alien, he activates the Omnitrix. Gwen comes up to the stage as Ben is about to activate the Omnitrix and pushes him behind the curtain as he transforms. Sublimino is angered and tells Gwen that she's ruining the performance. As she covers it up, she holds Grey Matter and it seems that Grey Matter is still under hypnosis. She seems to like it.
Later that night, Max is busy doing the tune-ups for the RV, while Gwen and Ben inside take a look at Ben's performance while he was under hypnosis. Gwen enjoys the part where Grey Matter does her bidding. As Grey Matter combs her hair, he reverts back into Ben, who is brought out of hypnosis. Ben grabs the video camera away from her and tries to erase the content. They fight for it, and Max catches the camera as it flies through the air. Max tells Ben and Gwen to go to bed.
The next day, the Tennysons are inside the mall again, and Ben is out of it. They find out that someone has robbed the mall again, and they find what appears to be Diamondhead's shard, which immediately catches their attention. Ben says he hasn't done anything, although Max and Gwen are very suspicious, and his fatigue seems to show that he's guilty. Later that night, when the clock tower strikes 12, the same waves are released, and Ben is awakened, and Gwen catches him transforming into Upgrade. She tries to call out to him, but no luck, Upgrade heads out to the mall. Max and Gwen follow him, but the mall security have come to take him down.
While the helicopters surround Upgrade, more cops come in the ground. Upgrade is shot by the helicopters, causing him to "melt", although he easily reverts. He merges with one of the helicopters to shoot down the others and the ground forces. Afterwards, he merges with the clock in the tower to escape by turning its arms into propellers. As Upgrade heads down, Sublimino questions who Upgrade is and where the "walking chandelier" is, referring to Diamondhead. He tells Upgrade to head off and he merges with a nearby bulldozer. He then drives off.
The next day, Ben wakes up in the bulldozer's digger, and to his surprise, he finds that it is next to the RV. Inside the RV, Max and Gwen question Ben, realizing that Upgrade was sleepwalking. To prevent further activity, they attempt to keep Ben awake, and Gwen enjoys her part of the job. Unfortunately, later that night, they are too tired to keep themselves awake, and Sublimino comes out to activate his watch. In an instant, Ben is awakened, and he transforms into an alien, increasing the heat in the RV. Gwen and Max wake up to find that Heatblast is sleepwalking now.
At the hardware store, Heatblast helps out with the robbery by melting the steel chains into a cable. Max tries to reason with Heatblast. The cops come in to get him, though they find a few propane tanks behind them. They run out, and fortunately, everyone is safe before Heatblast creates an explosion.
The next day, the mall manager is being asked a few questions again, though he states exactly the same thing: He puts the safety of his shoppers as the number one priority. In the RV, Gwen shows the video of Sublimino's show as she and Max realizes that he puts post-hypnotic suggestions in his volunteers and turns them into his army of thieves, including Ben. Gwen realizes that Ben snaps out of the trance when the Omnitrix times out. Max suggests that they find him. At the mall manager's office, Max questions where Sublimino might be, although he repeats over and over again that their shopper's safety is their number one priority. Max gives up and heads out. Sublimino comes in and is satisfied with how well his plans are going along so far, revealing that he had hypnotized the mall manager.
Max finds Ben at a water fountain, sleeping, and he tells Ben that they need to continue searching. Gwen handcuffs him so that Ben is unable to activate the Omnitrix. Unfortunately, they finally find him, and he has the mall under his control. He uses the clock tower's giant clock to use as his instrument. As it swings back and forth, he tells them that he's the amazing Sublimino and there is no need to volunteer, because he plans to create an army of minions under his command.
As the giant watch continues to swing, Sublimino activates his watch to release the hypnotic waves, this time, affecting all the shoppers. Ben is able to avoid it, but Gwen and Max are not so lucky. Ben tries to find the key for the handcuffs. Sublimino orders them to wake up and do his bidding which is robbing the mall. Ben needs to find a solution fast before the situation gets worse. Luckily, Ben finds a nearby key maker's booth, and the metal grinder is on. He uses it to grind down the chain metal from his cuffs. Ben transforms into Wildvine.
Sublimino notices Wildvine and tries to command him. Wildvine finds that someone is driving a car after him, and Wildvine puts the emergency brake on before he drives into the toy store. Gwen and Max then come in another car, and Wildvine is successful in dodging them, although he's jealous that Gwen is driving. He finds Gwen and Max driving off the floor, and Wildvine comes to the rescue before they fall to their doom.
Wildvine uses the elevator to come up to the security control center where Sublimino is. Sublimino orders four senior citizens with chainsaws to take him down. Fortunately, he uses the pods on his back to knock them out. Wildvine's ability to extend his body lets him constrain Sublimino before he runs away. Wildvine loses him when he reverts back into Ben, and they fall down to the giant clock. Sublimino tells Ben that he'll put him in a trance that's unrecoverable. Ben grabs onto the second hand, and he takes the watch away from Sublimino. Ben activates the watch and snaps everyone out of Sublimino's trance. Sublimino loses his grip from the clock's hand, and he makes a run for it when he hits the ground, although Max is fast enough to open the car door and let him run into it. However, when Gwen tells her cousin what a great job he did, Ben falls asleep on top of the clock because of the lack of sleep he had while under Sublimino's control. 
They finally hit the road the next day, and Ben has taken Sublimino's watch as his trophy. He tries it out on Gwen and orders her to fetch some ice cream for him. She heads to the freezer to take some out. He then tells her to give it to him, and she gives it to him, but on his head instead. Ben's hypnotic spell on Gwen failed.
==Noteworthy Events==
===Major Events===
====Character Debut====
*Sublimino
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Max Tennyson
===Antagonists===
*Sublimino (first appearance)
==Aliens Used==
*Wildmutt
*Grey Matter (under hypnosis)
*Diamondhead (under hypnosis; off-screen)
*Upgrade (under hypnosis)
*Heatblast (under hypnosis)
*Wildvine
==Quotes==
==Naming and Translations==
==Cast==
==Allusions==
*The "Mega-mall-opolis" is a parody of the Mall of America in Minnesota. This is confirmed when Arnold mentions "a mall in Minnesota" in Goodbye and Good Riddance.
*The mall cars look similar to the MINI Cooper line of cars.
==Errors==
*When Ben views Gwen's videotape, the Omnitrix's dial faces the wrong way.
*Gwen and Max watch Gwen's videotape from earlier when determining that Sublimino is responsible for Ben's actions. The video shows Sublimino facing the camera during his hypnosis routine. From where Gwen was standing, his back should have been facing the camera.
Midmad (123).png|Facing backwards
Midmad (178).png|Omnitrix dial error
Midmad (387).png|Facing forward
==Trivia==
*One of the thieves wearing a Brazil flag is not actually a Brazilian. He is an incidental based upon one of the staff who spent time in Brazil and was a huge soccer fan, making him an American who was a fan of Brazilian athletics.
==References==
===Crew Statements===
====Thomas Perkins====
===Cartoon Network===
es:Locura a la medianoche
it:Il Portale del Tempo
pl:Nocny obłęd
pt-br:Loucura Noturna
ro:Agitaţie la miezul nopţii
Category:Episodes
Category:Ben 10 Season 3 Episodes
Category:Ben 10 Episodes
Category:Episodes Written by Marty Isenberg
Category:Episodes Directed by Scooter Tidwell
Category:Episodes Aired Out of Production Order