They Lurk Below

They Lurk Below is the eleventh episode of the second season of Ben 10, and the twenty-fourth episode overall.
==Synopsis==
Max's old friend has built the world's only underwater resort, and Ben, Gwen and Max are invited for a sneak peek. But it turns out in order to power the resort, Max's friend took an energy orb from a race of underwater aliens. Now, the aliens want their energy orb back and destroy the resort in order to get it.
==Plot==
A jet flies through the sky, and inside, Ben is excited that Max invited him and Gwen on the trip to an underwater resort. It belongs to the wealthy Donovan Grand Smith, who's one of Max's old friends. The jet lands at the underwater building entrance to a resort Donovan has built and is almost ready to open for business. They introduce themselves, though Donovan's grandson, Edwin, isn't very happy. They head inside the elevator, and head down a tram shaft leading to the underwater resort. The view of the marine life is magnificent and something to see, though Max is a bit worried, because the resort is built right in the middle of the Bermuda Triangle. Donovan insists there's nothing to worry about and guarantees so many marvels down there (including what appears to be the ruins of an alien craft on the continental shelf not too far away).
As they enter the main building of the resort, Ben and Gwen are absolutely excited to see the sights, but Edwin continues his rude behavior toward his guests. Suddenly, the lights flicker, and the surge causes the fans outside to reverse and recycle the water. The employee outside is in danger when they suck him down, and to make it worse, he winds up attracting the attention of two great white sharks and they start circling him. Ben finds a suitable hiding place to transform into Ripjaws but transforms into Grey Matter instead. However, that doesn't stop him from coming to the rescue. Grey Matter is able to divert the sharks away from the employee. Luckily enough, the fans reverse again and propel Grey Matter and the employee back into the indoor pools, though Grey Matter flies out and through the air. By the time Edwin notices Ben is missing, Ben is human again and dangling from one of the submarines hung overhead, prompting him to request a ladder. Donovan tells them that he had to double his employee's salary to make sure that he won't tell anyone about the event, but doubts anyone would believe him even if he did since he was just barely able to make out Grey Matter. 
Donovan wants to catch up with Max more, so he tells Edwin to give Ben and Gwen a tour of the place, though the lot of them didn't see much interest in each other, especially after Edwin's demonstration of treating his guests. Edwin gives the tour, showing them an indoor "beach" where he works out with his own personal trainer and swim coach, revealing that he is a pro swimmer, prompting Ben to mock him behind his back. Then, he takes them to a giant submarine belonging to Donovan dubbed the Undersea Manta Ray. Edwin offers them a ride in it and Ben accepts, but this troubles Gwen. Meanwhile, Max has his own tour of the place. Donovan explains that reverse power surge is what caused that whirlpool effect (now fixed) and how all the power is taken from volcanic vents like a big steam generator. What puzzles Max is what's behind the panel of one of the machines, though Donovan, clearly hiding something, just tells him that it's nothing more than a backup generator. He demonstrates his genius of the geothermic vents as a power source by having his employees turn on all the lights, which can be seen from the outside and for over 500 feet above sea level. To finish the tour, Donovan prepares to show his prized possession, the Undersea Manta Ray, only to find that it's gone and knows that Edwin could've taken it. 
While the kids are inside the Manta Ray, they speculate the underwater sea life, and Gwen is amazed to see fishes that look a lot like they could be prehistoric (a few in the likeness of Ripjaws). As they pass through an underwater graveyard of boats and planes, they come to an abyss and Gwen finds that the ground is glowing at the bottom, which is very strange. Their enjoyment ends when all of a sudden, a swarm of hostile robotic squid monsters intercept the giant underwater machine. The squids attack, cracking the glass dome of the submarine as they hammer it relentlessly with their steel beaks. With water slowly leaking into the sub, the children's situation appears grim as the internal alarm sounds.
With the submarine covered in bloodthirsty squids, Edwin wonders what they want and sets sail for the resort while they still can. He's able to lose them, if briefly, when he swims into a field of deadly sea mines. Dodging them proves difficult at best, especially with the squids setting off a domino of explosions, though they're able to get through with ease. As the squids regroup and follow for another attack, Edwin tries to contact his grandfather for help. Ben gives a signal to Gwen that he's going to transform, and Ben heads for the air lock. He transforms into Ripjaws, and he heads outside to fight off the squids. While he does that, Edwin notices Ben has disappeared again, and Gwen simply responds that he must've gone to the bathroom. Edwin buys it for a moment before realizing that there's no bathroom on the Undersea Manta Ray, but Gwen simply orders him to keep driving. Donovan picks up the radio, not amused that Edwin has absconded with his prized possession. Edwin informs him of their dire situation and Max is able to confirm that this is no joke when an army of the squids infiltrate the resort. Meanwhile, Ripjaws keeps up his effort against the squids.
Back at the resort, the squids hammer away at the micro-titanium thread reinforced glass windows of the resort and break through with ease, prompting Max to order Donovan to organize an evacuation. As the squids keep hammering away at the dome of the Manta Ray, Edwin resigns him and Gwen to death as the dome is about to break through to the ocean. Ripjaws comes to the rescue just in time with Gwen able to confirm that he's on their side. When Ripjaws massacres the lot of them and saves the Undersea Manta Ray from irreparable damage, the Omnitrix gives its timing out signal, alerting him that he's in danger of reverting back to Ben any second. The situation appears grim when he has difficulty opening the door to the submarine's airlock (because the squids slammed him into it during the fight and misshaped the valve). Donovan sees a boat beside the exit platform and urges Max to take it while he still can, but he categorically refuses to leave Ben and Gwen behind. Ben is able to get back inside the submarine just in time before changing back. As the Manta Ray rapidly approaches the docking bay with the squids in hot pursuit, Max and Donovan prepare to seal it off. Max gives the signal and the submarine is safe inside when the door seals behind it just in time, though the problems get only worse when the squids completely shatter the glass dome of the resort, making the water pour in and flood the place. Edwin blames Donovan for this catastrophe, seeming to know exactly what Donovan was hiding from Max before in the generator room, something which probably lured the squids into the resort. Donovan angrily orders Edwin to be quiet, which doesn't surprise him since he never listens to a word he says. Suddenly, the squids riding the submarine's tail have infiltrated the docking bay and give chase on foot. Thankfully, they're unable to follow them inside an elevator.
Max demands to know what this is all about and Donovan confesses that his geothermal energy idea was a failure. The resort had no future until he found the ruins of a strange voyage craft way down below containing an otherworldly power source and he used that to save the resort and power it to this very day. Gwen realizes that the power source and the craft belonged to the squids, which are actually alien creatures that want it back, destroying the resort as a mere smash-and-grab commando raid for it. Ben realizes the squids are also the pirates responsible the mysterious disappearances of boats and planes in the infamous Bermuda Triangle. The resort gets flooded, and there's no turning back when they start to head back to the exit bay. When they head for the surface, believing they're home free, Edwin reassures Donovan that he still has 15 other resorts worldwide, so the loss of this one is not too bad. Unfortunately, a squid makes its presence known and it tears their ride in half. It's crushed alive when its half is broken off, but Ben, Gwen, and Edwin, still on that half, break away from Max and Donovan and slide back down into the flooded resort with Max and Donovan unable to go back for them. As they approach the bottom, the kids are and in grave danger of being flattened as they approach the water.
Edwin believes they're doomed, but Gwen helps him brace for impact while Ben accesses the Omnitrix. He transforms into Stinkfly just in time and carries them into the resort safety. As they dodge the tentacles of the squids, a pipe bursts right above them and they wind up in the water. Stinkfly is in grave danger now because not only can he not fly while his wings are soaked, but he also can't swim due to the low surface tension of his exoskeleton. Gwen and Edwin keep Stinkfly from drowning and Edwin reveals that he knows it's really Ben since he's deciphered the pattern of him always being gone when a good alien shows up out of the blue to help them. Before he can ask how it's possible, Gwen tells him that if these squids are after the energy orb that powers the resort, they have to find it and destroy it before they get their tentacles on it. He agrees to the mission but informs them that it's all the way on the other side of the resort and Stinkfly says that they'll never make it all that way in time in the water. Instead, Gwen points to the ventilation shafts they can travel through. Above sea level, a storm is pouring down above the resort's entry way while Donovan tries to contact the military and the children without any luck. The Navy's closest submarine is in Key West, which is at least half an hour away, and the flooding ruined all the phone lines, making underwater communication impossible at this point. While the kids travel through the vents undetected by the squids, Gwen tries to ask Edwin if there are any shortcuts to the power sphere. However, the growing instability of the resort makes the ventilation pipe collapse into the water under their weight and they end up sliding down it into a different section of the resort. Thankfully, they end up in another area where there are jet skis available. They saddle up, but before Stinkfly can, he's dragged underwater by one of the squids. The Omnitrix miraculously times out and Ben is able to swim to the surface and they set sail. They travel the floods with great speed, outrunning, outmaneuvering, and outmatching every squid in their path. 
Donovan wonders how Edwin is doing down there, and he asks Max how he treats his kids. Donovan seeks advice from Max, as he and Edwin don't have the same bond Max does with Ben and Gwen. Though the kids may not always be perfect, Max tells Donovan to let them be and give them the opportunity and space to work things out for themselves, which explains why the kids follow him around and look up to him. That's when Donovan figures out the give-and-take nature of having that same bond and realizes that he takes more than he gives. At this point, all he can do is hope they're alright and Max is able to tell him from personal experience that "grandkids have an amazing way of rising to the occasion". 
Inside the resort, Ben, Gwen, and Edwin finally arrive at the engine room and reach the core chamber. Beset by the magnificent-brightly-lit pink power sphere, they speculate as to what the squids could've done with it if it's capable of self-sustaining an underwater resort and Ben assumes a logical guess would be sinking and raiding any sort of cargo vessel that dares sail through the Bermuda Triangle. Edwin tells them that he should be able to reverse the polarity of the connections to turn the power sphere's outward power inward. That reaction would make the whole resort implode, taking the squids with it. Everybody greenlights the idea, but they still need an escape plan, which Ben has covered. As the squids close in, Edwin works his legerdemain on the wiring. By the time the squids arrive, all the wires are crossed, and the children race as far from it as possible, with Edwin saying they don't have much time before the big bang. They come across a massive antique submarine strung up for decoration which Ben plans to use as their escape plan. Gwen and Edwin climb in and Ben transforms into Upgrade, merging with it and readying it for travel. As the squids prepare to take their power sphere back, the whole machine violently shorts out and unleashes energy waves as its overload is hitting the breaking point. After that, the machine explodes, and the squids are vanquished for good as the rest of the resort explodes while the upgraded submarine sails off safely. Back on the surface, the downpour subsides, and Max and Donovan welcome the children as the submarine surfaces with them all it, alive and unscathed. Donovan is amazed at how they were able to operate a submarine that hasn't run in 80 years, proving Max's earlier statement about grandkids being resourceful at times of grave importance. The children are able to confirm that the squids have been blown to bits, but Edwin has to say the same for the resort. However, Donovan is just relieved to know that him and the others are fine (as well as still having the rest of his resorts) and looks forward to hearing the story of their adventure down there. Edwin looks forward to it (while keeping a few important secrets) and tells Donovan that from this moment on, his name is Eddie. With their bond finally forged with Max to thank, Max expresses sorrow for the loss of Donovan's one-of-a-kind resort, but it's no huge loss because Donovan simply decides to skip right on to what he has planned for his next resort - one that will be on the moon. Once again, he invites the Tennysons to be his guests of honor, but they just laugh and respectfully refuse his invitation this time.
==Noteworthy Events==
===Major Events===
====Character Debuts====
*Eddie Grand Smith
*Donovan Grand Smith
*Tentacle Troopers
==Characters==
===Main Characters===
*Ben Tennyson
*Gwen Tennyson
*Max Tennyson
===Supporting Characters===
*Eddie Grand Smith (first appearance)
*Donovan Grand Smith (first appearance)
===Antagonists===
*Tentacle Troopers (first appearance)
==Aliens Used==
*Grey Matter (intended alien was Ripjaws)
*Ripjaws
*Stinkfly
*Upgrade
==Quotes==
==Naming and Translations==
==Cast==
==Errors==
*In some shots, the Omnitrix's dial faces the wrong way.
*Grey Matter acts as if he can't breathe underwater, even though he can.
*In two shots, Ripjaws' black patch is missing.
*Gwen's logo on her shirt disappears for one shot.
*In one shot, Gwen's shoe has two lines on it.
*In one shot, Gwen's hair clip vanishes.
*Stinkfly says that he can't swim and needs assistance from Eddie and Gwen, despite being able to do so on his own in The Krakken.
Lurk (7).png|Omnitrix dial error
Lurk (62).png|Omnitrix dial error
Lurk (185).png|Breathing error
Lurk (239).png|Omnitrix dial error
Lurk (561).png|Missing patch
Lurk (580).png|Missing patch
Lurk (748).png|Missing cat logo
Lurk (727).png|Shoe error
Lurk (1088).png|Missing hair clip
Lurk (1106).png|Omnitrix dial error
==Trivia==
*While trying to evade the Tentacle Troopers, Max says, "28 years on the job, I never found out who was behind the Bermuda Triangle". It can be inferred that Max was a Plumber for 28 years.
*Ripjaws' transformation sequence has been updated to have Ben's regular shirt.
*Donovan Grand Smith reveals that the nearest Navy station is located in Key West meaning that the episode might take place in Florida.
==Notes==
==References==
===Production Material===
====Backgrounds====
===Cartoon Network===
es:El nuevo hotel
pl:Podwodny świat
pt-br:Eles se Escondem no Fundo
ro:Secretul din adâncuri
ru:Они скрываются внизу
Category:Episodes
Category:Ben 10 Episodes
Category:Ben 10 Season 2 Episodes
Category:Episodes Directed by Sebastian Montes
Category:Episodes Written by Thomas Pugsley
Category:Episodes Written by Greg Klein
Category:Filler
Category:Episodes with Flashbacks