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Catch a Falling Star

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Catch a Falling Star is the forty-seventh episode of Ben 10: Ultimate Alien.


At federal prison, Jennifer Nocturne appears and wants to talk again to Carl Nesmith, attracting the guards' attention. One of the guards asks to scan Jennifer, but she refuses and says she always gets to walk away easily at the airport, and so the guard lets her go. Another guard asks for her autograph. Then she enters the room. While talking on the phone, Carl told her about their "plan", when she shows him a disc. Jennifer then acts as if she was angry at him and demands to get out of there immediately. Upon entering the limousine, suddenly an explosion occurs at the building. There, Carl appears, holding an iron bar and asking Jennifer's driver for the keys and gets his sunglasses. Then he gets in Jennifer's limousine, and as they drive off, Captain Nemesis talks about getting revenge on Ben.


Humungousaur, Gwen and Mrs. Nocturne

Meanwhile, Ben and Gwen do an investigation on Jennifer, by going to her mother, Mrs. Nocturne, who Gwen found out about via a tabloid. There, she doesn't want to answer questions until Ben turns into one of his aliens. So reluctantly, he transforms into Humungousaur. Then Mrs. Nocturne demands that he "does something strong". After lifting her trailer home that she lives in, Gwen asks Mrs. Nocturne questions about Jennifer, who reveals that Jennifer got on a talk show when she was 14, and dropped out of high school, after which she never returned home. Her dad had never been seen by her. Ben drops the trailer home, and storms off claiming that coming there was a waste of time. Gwen asks for something of Jennifer's so she can track her. Mrs. Nocturne throws her an old doll. Gwen and Ben return to track Jennifer down.

Clockwork and Nesmith

Clockwork's debut by present Ben

Ben and Gwen track Jennifer and Nesmith to a cheap motel, where Ben transforms into Goop to go under the door and let them in. They enter, and no one is home. Ben and Gwen split up, where Gwen goes and asks the manager, while Ben stays behind. Suddenly, Ben is attacked by Captain Nemesis. They fight, and Ben kicks off Nemesis, claiming that he was trying to make it a fair fight but, "you've gone and ruined it" (because Nesmith takes up a stick). Ben transforms into Clockwork, and uses his time-ray to age the piece of wood that Captain Nemesis is holding to dust. Jennifer then attacks Clockwork by surprise, shooting Clockwork in the arm with the Captain Nemesis glove that Ben found in the room before. Clockwork's arm is broken, the Ultimatrix shuts down and he falls to the ground. Gwen finds him and bangs on the Ultimatrix chest plate until Clockwork transforms back into Ben.

Meanwhile, Jennifer (after she cut her hair and dyed it black so no one recognizes her), and Captain Nemesis go to a veterinarian called Dr. Pervis to perform plastic surgery to get his face changed so that no one would recognize him as Captain Nemesis. The scene then cuts to Ben and Gwen in Ben's car, driving back from the emergency room. Ben wakes up to a cast on his arm, and sees that his arm is broken. Gwen then claims she called Kevin to show her how to hack to Jennifer Nocturne's phone records, and she sees that Jennifer wired money to a vet doctor named Dr. Pervis.

Swampfire in in Catch a Falling Star

Swampfire melting the door

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 Captain Nemesis (with his face bandages on) in a field with Jennifer trying to feed him. After Jennifer says that they should slip out of the country, Captain Nemesis 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 one handed. Gwen then tried to track Jennifer via the doll that Mrs. Nocturne gave her. Gwen then claims that Jennifer's aura is getting weaker because she is "losing touch with herself". She also says that Jennifer is suffering from Stockholm syndrome, which is where the captured victim starts to identify with the person that they captures them and start to cope with the fact they are captured. After stopping at a crime scene where Captain Nemesis killed the person who tried to help them earlier, Ben and Gwen start to talk about why Captain Nemesis is doing this, and killing all these people. Gwen then says that she found a note for Ben, daring him to follow him.

The scene then cuts to Captain Nemesis and Jennifer breaking into an office building, blasting every guard in sight with the Captain Nemesis glove blaster. They walk into an elevator, and Nemesis presses a combo of elevator buttons to get to the secret basement floor, where they find a giant sized Captain Nemesis suit. Ben and Gwen see all the guards defeated. As Ben claims he tore some stitches in his arm, they go to the basement via Gwen cutting a hole in the bottom of the elevator. They hop down and quietly talk to Jennifer about helping her. She claims aloud that she loves him, and Captain Nemesis overhears them. After a brief fight between Gwen and Captain Nemesis, she gets knocked out by the blast, and Ben takes her to a corner of the basement with her clothes ripped. Ben talks to her and promises to get out of here, she says "I know", and then Ben tears off his cast and transforms into Eatle. He fights Captain Nemesis, and is soon covered by a piles of rocks via the shot that Captain Nemesis took with his glove.


Eatle being defeated by Jennifer

Eatle then eats the rocks, then uses it as an energy beam to beat the beam on Captain Nemesis's glove. Soon, Jennifer surprises Eatle by getting into the big Captain Nemesis suit and beating Eatle until he transforms back into Ben. After Jennifer almost kills Ben when he is unconscious, Gwen sneak attacks Jennifer with a strong mana attack, and then uses two electrified pipes to shock Jennifer and shut down the suit. She falls out the suit, hurt, as Captain Nemesis carries her in his arms. Gwen says that Jennifer needs to go to a hospital. Captain Nemesis agrees and tells her to act like she got kidnapped against her will, and that he will be going back to prison. She cries and agrees as the episode ends.

Noteworthy Events

Major Events



Aliens Used

Naming and Translations

Language Name Origin
Hungarian Kapj el egy hullócsillagot Catch a Shooting Star
Portuguese (Br) Pegando Uma Estrela Cadente Catching a Falling Star
Spanish (HA) Atrapa Una Estrella Fugaz Catch a Falling Star
Spanish (Spain) Atrapa Una Estrella Fugaz Catch a Falling Star


  • Eatle's transformation sequence is shown for the first time.
  • Carl Nesmith had changed his alias to Overlord prior to this episode, yet he is never referred to as such.
  • It is revealed that Kevin likes to work on the Rust Bucket more than going out on missions, which is why he never appeared in this episode.
    • While he doesn't make an on-screen appearance, Kevin does take part in the mission in some capacity; Gwen mentions in passing that he helped her hack into Jennifer's phone records.
  • When Ben's arm is still in a sling, his transformation as Swampfire reflects this, as shown by the thinner vines on his right arm.
Ben 10: Ultimate Alien Episodes
Season 1
FameDupedHit 'Em Where They LiveVideo GamesEscape from AggregorToo Hot to HandleAndreas' FaultFusedHero TimeUltimate AggregorMap of InfinityReflected GloryDeepWhere the Magic HappensPerplexahedronThe Forge of Creation...Nor Iron Bars a CageThe Enemy of My EnemyAbsolute Power: Part 1Absolute Power: Part 2
Season 2
The Transmogrification of EuniceEye of the BeholderViktor: The SpoilsThe Big StoryGirl TroubleRevenge of the SwarmThe Creature from BeyondBasic TrainingIt's Not Easy Being GwenBen 10,000 ReturnsMoonstruckPrisoner Number 775 Is Missing
Season 3
The PurgeSimian SaysGreetings from TechadonThe Flame Keepers' CircleDouble or NothingThe Perfect GirlfriendThe Ultimate SacrificeThe Widening GyreThe Mother of All VreedlesA Knight to RememberSolitary AlignmentInspector 13Enemy of My FrenemyCouples RetreatCatch a Falling StarThe Eggman ComethNight of the Living NightmareThe Beginning of the EndThe Ultimate Enemy: Part 1The Ultimate Enemy: Part 2
Heroes United

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