Catch a Falling Star

Catch a Falling Star is the twenty-sixth episode of the third season of Ben 10: Ultimate Alien, and the forty-sixth episode overall.
==Synopsis==
Movie starlet Jennifer Nocturne springs the evil Captain Nemesis out of jail and the two escape and soon, Ben and Gwen are hot on their trail.
==Plot==
 
At a federal prison, Jennifer Nocturne appears for a routine visit to Carl Nesmith, who is now one of the prisoners. One of the guards asks to scan Jennifer, but she says she always gets to walk away easily at the airport, so the guard lets her go. Another guard asks for her autograph. She enters the room, where she talks to Carl through a visitor window. Carl asks Jennifer if she brought what he told her to. She says yes and places a disc-shaped bomb under the window. Jennifer pretends to be angry at him and demands to get out of there immediately. After she gets into her limousine, the bomb explodes, freeing Carl. He takes the keys from Jennifer's driver, and they drive away, with Carl speaking of the return of Captain Nemesis.
Meanwhile, Ben and Gwen investigate Jennifer by going to her hometown and finding her mother, Mrs. Nocturne. She doesn't want to answer questions until Ben turns into one of his aliens. He reluctantly transforms into Humungousaur. She demands that he "does something strong". After he lifts her trailer home, Gwen asks Mrs. Nocturne questions about Jennifer, who reveals that Jennifer got on a talk show and dropped out of high school when she was 14, after which she never returned home, and that her father had never been seen by her. Frustrated, Humungousaur drops the trailer home and reverts to Ben and storms off, claiming that coming there was a waste of time. Gwen asks for something of Jennifer's so she can track her and is given her old doll. At a motel, Jennifer cuts her hair short and dyes it black so no one would recognize her, but Nesmith realizes that he needs to do something bigger for himself so no one would recognize him, due to once being a superhero.
Ben and Gwen track Jennifer and Nesmith to the motel they're staying at, where Ben transforms into Goop to go under the door and let themselves in. They enter, but find that no one is inside. Ben and Gwen split up, where Gwen goes and asks the manager, while Ben stays behind. He finds a Captain Nemesis glove in a drawer, before he is suddenly attacked by Nesmith. They fight, and Ben kicks off Nesmith, claiming that he was trying to make it a fair fight but, Nesmith has "gone and ruined it" by taking up a piece of wood. Ben transforms into Clockwork and uses his time-ray to age Nesmith's wood to dust. Jennifer then attacks Clockwork by surprise, shooting him in the arm with the Captain Nemesis glove that Ben had dropped. 
This breaks Clockwork's arm and causes him to shut down, allowing Nesmith and Jennifer to escape. Gwen finds Clockwork and manages to transform him back into Ben by hitting his Ultimatrix symbol. However, Ben's arm is now broken, which prompts Gwen to take her unconscious cousin to a hospital in order to fix it. Meanwhile, Jennifer and Nesmith go to a veterinarian called Dr. Pervis to perform plastic surgery to get Nesmith's face changed so that no one would recognize him as Captain Nemesis. Nesmith tells Jennifer that they're going to need some money and she makes a deposit to the doctor in order for his surgery to be performed.
In Ben's car, Gwen is driving because Ben was still out cold from his surgery and his broken arm is now in a sling. After regaining consciousness, Ben asks Gwen if they're chasing Jennifer and Nesmith but she tells him that they are not as they are just leaving from the emergency room. Hearing this, Ben thinks that Gwen let Jennifer and Nesmith get away, and also discovers his arm was hurt during the fight when he feels the pain. Gwen explains to Ben that Jennifer and Nesmith were gone when she found him unconscious as she tells him that helping him was more important because he was hurt. Also, Gwen tells Ben that the emergency room staff weren't too happy with her taking him out of there before the anesthesia wore off, which he understands. After Ben curiously asks his cousin on how they'll find Jennifer and Nesmith, Gwen tells him that while he was in surgery she called Kevin and he showed her how to hack into Jennifer Nocturne's phone records, and she sees that Jennifer wired money to a vet named Dr. Pervis.
After Ben transforms into Swampfire and melts the door, they head to the back where they find Dr. Pervis in the freezer, dead. The scene then cuts to Jennifer and Nesmith (with his face bandages on) in a field with Jennifer trying to feed him. After Jennifer says that they should get out of the country, Nesmith claims that they can't because Ben will keep looking for him. After he tears off all his face and hand bandages, he then zaps and kills a person in a blue car that tried to help and see if they were okay.
The scene then cuts to Ben and Gwen in Ben's car, with Ben driving despite his right arm still in a sling. Gwen tries to track Jennifer via the doll that Mrs. Nocturne gave her, but she claims that Jennifer's aura is getting weaker because she might be "losing touch with herself". She also says that Jennifer may be suffering from Stockholm syndrome, which is where a victim starts to identify with their captor and starts to cope with the fact they are captured. After stopping at the crime scene where Nesmith killed the person who tried to help them earlier, Gwen finds a note from Nesmith, daring Ben to follow him.
The scene then cuts to Nesmith and Jennifer breaking into the Nemesis Corporation office building, blasting every guard in sight with the Captain Nemesis glove. They walk into an elevator, and Nesmith presses a combo of elevator buttons to get to the secret basement floor, where they find a large Captain Nemesis mech suit. Ben and Gwen arrive soon after and find all the guards defeated. Gwen then uses the doll to track Jennifer to the basement, which they access by cutting a hole in the elevator. They hop down and quietly talk to Jennifer about helping her. She claims aloud that she loves Nesmith, who overhears them. After a brief fight between Gwen and Nesmith, Gwen gets injured by a blast, and Ben takes her to a corner of the basement to rest. Ben then tears off his sling and transforms into Eatle. He confronts Nesmith and is soon covered by a pile of metal debris via a shot that Nesmith took with his glove.
Eatle eats the metal, then fires an energy beam that knocks Nesmith down. Eatle then grabs him by the arm and breaks the Captain Nemesis glove. Jennifer then stops Eatle by getting into the Captain Nemesis mech suit and beating him up until he transforms back into Ben. Before she can finish Ben off, Gwen sneak attacks Jennifer with a mana attack, and then uses two cables to shut down the suit. She falls out, injured, and Nesmith catches her in his arms.
Gwen says that Jennifer needs to go to a hospital. Nesmith agrees and tells her to act like she got kidnapped against her will, and that he will be going back to prison. The episode ends with Nesmith walking out with Jennifer in his arms, with Ben and Gwen following.
==Noteworthy Events==
===Major Events===
*Carl Nesmith (Captain Nemesis) returns.
*Jennifer Nocturne is revealed to be suffering from Stockholm Syndrome and helps Carl escape from prison.
*Carl and Jennifer commit many murders just to get to Ben.
====Character Debut====
*Dr. Pervis
====Ultimatrix Alien Debut====
*Clockwork (debut by Ben)
===Minor Events===
*Ben has a limb broken for the first time.
*Both Carl and Jennifer give themselves new looks (via plastic face surgery and hair dyeing).
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
===Supporting Characters===
*Maureen Nocturne (first appearance)
===Antagonists===
*Jennifer Nocturne
*Captain Nemesis
===Other Characters===
*Dr. Pervis (first appearance; death)
==Aliens Used==
*Humungousaur
*Goop (cameo)
*Clockwork (first appearance by Ben)
*Swampfire (off-screen activation)
*Eatle
==Naming and Translations==
==Cast==
==Quotes==
==Errors==
*One inmate has an orange stripe on his chest instead of white.
*In one shot when Ben and Gwen are in the Mark 10, Gwen's stockings are missing.
*When Ben nearly hits the truck, the Ultimatrix symbol is missing from the wheels of his car.
*When Jennifer talks to Carl Nesmith in the limo, first her arm is under his arm, but in the shot after, her arm is above his.
*In one shot, the white stripe on Nesmith's chest is on the right side.
*For some reason, Goop's Anti-Gravity Projector is once more able to pass under the door, the first time being in Vengeance of Vilgax: Part 2 and the second time being ...Nor Iron Bars a Cage.
*Ben says he accidentally melted the doorknob as Goop, but the doorknob is still intact.
*Gwen says "Remember, keep it quiet". After that, she says "That's your idea of quiet?" even though Goop did not actually make any noise other than the sizzling of the doorknob melting.
*When Ben is fighting Carl, half of Carl's mustache is briefly skin-colored.
*When the Ultimatrix user gets sufficiently hurt or knocked out, it would revert them back. However, when Clockwork falls unconscious, the Ultimatrix does not revert him to human.
*When Gwen finds Clockwork unconscious, the black stripes on Clockwork's arms are missing.
*At one point, Ben grabs his forearm in pain, even though his shoulder was fractured.
*Swampfire's arm is drawn improperly when he melts the door open. 
*When Swampfire complains about the smell of the operating room, the bowl that Gwen later suggests has blood in it, is empty.
*When Ben leans Gwen against the wall, he removes his hand, but then his arm is behind Gwen's back again.
*When Carl says, "Then we can be together, forever!", his Nemesis glove is first on his right hand, but then his left.
CaFS (18).png|Orange stripe
CaFS (54).png|Missing stockings
CaFS (60).png|Wheels error
CaFS (67).png|Jennifer's arm under Carl's
CaFS (69).png|Jennifer's arm is over Carl's/The stripe is on the wrong side
CaFS (149).png|Anti-Gravity Projector error
CaFS (178).png|Mustache error
CaFS (205).png|Missing stripes
CaFS (234.5).png|Ben grabs his forearm
CaFS (240).png|Arm error
Ben saves Gwen.png|Ben removes his hand
Ben saves Gwen 001.png|Ben's arm is behind Gwen's back again
==Trivia==
*This is the only episode of Ultimate Alien to not feature Kevin.
**It is revealed that Kevin likes to work on the Rustbucket 3 more than going out on missions, which is why he doesn't appear in this episode. While he doesn't make an on-screen appearance, Kevin does take part in the mission in some capacity, as Gwen mentions that he helped her hack into Jennifer's phone records.
*Carl Nesmith had changed his alias to Overlord prior to this episode, yet he is never referred to as such.
*When Ben's arm is still in a sling, his transformation as Swampfire reflects this, as shown by the thinner and twisted vines on his right arm.
*Eatle's transformation sequence is shown for the first time.
*The cold open, up until the scene where Ben and Gwen leave the Bridgeman Trailer Park after visiting Maureen Nocturne, were storyboarded by Aluir Amancio.
**As shown in both animatics, these scenes originally took place at night.
**As shown in the second animatic, Ultimate Humungousaur was supposed to appear in the episode, serving the same purpose his regular form did in the final version of the episode.
==References==
===Crew Statements===
====Thomas Yamaoka====
====Aluir Amancio====
===Cartoon Network===
es:Atrapa una estrella fugaz
it:Afferra la stella cadente
pl:Złap spadającą gwiazdę
pt-br:Pegando Uma Estrela Cadente
ro:Să prinzi o stea căzătoare
Category:Episodes
Category:Ben 10: Ultimate Alien Episodes
Category:Ben 10: Ultimate Alien Season 3 Episodes
Category:Episodes Written by Len Uhley
Category:Episodes Directed by Butch Lukic
Category:Episodes Aired Out of Production Order