Ben 10 Planet

Catch a Falling Star

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Catch a Falling Star
Nemesis jennifer
General Information
Original broadcast February 25, 2012
Series Ben 10: Ultimate Alien
Season 3
Episode number 47
Overall episode number 145
Written by Len Uhley
Directed by Butch Lukic
Episode Guide
Previous episode Couples Retreat
Next episode The Eggman Cometh

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 (Captain Nemesis), 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 talked about getting revenge on Ben.


Humungousaur, Gwen and Mrs. Nocturne

Meanwhile, Ben and Gwen do a investigation on Jennifer, by going to her mother, Mrs. Nocturne, which Gwen found out on a tabloid. There, she doesn't want to answer questions until Ben turns into one of his aliens. So reluctantly, he turns 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 turns 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 turns 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 Ben turns back into his human form.

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 melts the door completely as Swampfire, 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 a office building, blasting every guard in sight with the Captain Nemesis glove blaster. They walk into a 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 a 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 turns back into Ben. After Jennifer almost killed 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.

Major Events



Aliens Used


  • Gwen missing her stocking
  • Error Wheels
  • Doorknob is in intact
  • stripe is on the right side
  • Ben removes his hand
  • Ben's arm is behind Gwen's back again
  • stripe is orange, not white
  • When Ben and Gwen were in the car, Gwen was not wearing her black stockings.
  • When Ben nearly hits the truck the Omnitrix/Ultimatrix symbol is missing from the wheels of his car.
  • When Jennifer was talking to Captain Nemesis in the limo, first her arm was under his arm, but in a scene after, her arm was above his.
  • For some reason, Goop's Anti-Gravity Projector was once more able to pass under the door, the first time being in ...Nor Iron Bars a Cage.
  • When Ben was Goop, he said he accidentally melted the doorknob, but the doorknob was still intact.
  • Gwen says Remember, keep it quiet. After that she says That's your idea of quiet? even though Ben did not actually make any noise other than the sizzing of the doorknob melting.
  • When Swampfire complains about the smell of the operating room, the bowl Gwen later suggests has blood in it is empty.
  • In one scene, stripe on the chest of Nesmith was on the right side.
  • Ben leans Gwen against the wall and removes his hand, but then Ben's arm is behind Gwen's back again.
  • One inmate has a orange stripe on the chest.
  • In the Brazilian dubbing when Gwen gets introduced to Jennifer's mother, she says "Hi, I'm Ben Tennyson, this is my cousin, Ben."

Naming and Translations

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


  • Captain Nemesis' new power suit is reminiscent of the Varia suit from the Metroid video game series.


  • 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.
  • It's revealed that Jennifer suffers from Stockholm Syndrome and "loves" Captain Nemesis.
  • When Ben's arm is still in a sling, his transformation as Swampfire reflects this, as shown by the thinner vines on the right arm.

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