The Visitor
General Information
Original broadcast	April 21, 2007
Series	Ben 10
Details
Season	3
Episode number	39
Overall episode number	39
Credits
Written by	Thomas Pugsley Greg Klein
Directed by	Alex Soto
Episode Guide
Previous episode	Be Afraid of the Dark
Next episode	Perfect Day

The Visitor is the thirty ninth episode of Ben 10 and the third season finale.

PlotEdit

Two snowmobilers accidentally release an alien named Xylene from a strange container. Xylene locates the Omnitrix and attacks Ben, under the impression that he had stolen it. However, when Grandpa Max comes to defend, the two recognize each other as old friends. Xylene and Max reminisce later that night. Ben as Wildvine spies on them, catching Xylene asking Max to leave Earth and travel through the universe with her. Distraught, Ben runs back to the campsite, where he's unable to ward off an attack by one of Vilgax's remaining drones which has upgraded itself using parts from the Rust Bucket and has to rely on Max and Xylene for help. There, Xylene reveals that she was the commander of the ship bringing the Omnitrix to Earth when Vilgax attacked it, and that she had intended to send it to Max; Ben received the Omnitrix by accident. Ben runs off in shock and Gwen follows. The drone attacks again and captures Max.

Ben and Xylene reluctantly team up to save him. They track the drone to the docks where it has assembled technology from Max's Plumber suit, and a large quota of military grade tech. In the process of defeating the mecha, Xylene uses her knowledge of the Omnitrix to unlock a new form, Perk Upchuck, who destroys the robot by literally chewing it up and spitting it back out. At that, Xylene prepares to leave Earth and repeats her offer to Max. Max declines, claiming that Ben and Gwen are his whole world right now.

Major EventsEdit

• The gang learned that the Omnitrix was meant to be sent to Grandpa Max and not Ben.
• Ben first transforms into Perk Upchuck.

DebutsEdit

• Xylene

Omnitrix Alien DebutsEdit

• Perk Upchuck

CharactersEdit

• Ben Tennyson
• Gwen Tennyson
• Max Tennyson
• Xylene
• Phil (flashback only)
• Eskimo Teens

VillainsEdit

• Vilgax's drone

Aliens UsedEdit

• Wildmutt (off-screen transformation)
• Heatblast
• Wildvine
• Four Arms
• Diamondhead
• Perk Upchuck (first appearance)

Alien Forms UnlockedEdit

• Perk Upchuck (unlocked by Xylene by the input of a specific code)

Spells UsedEdit

• Armarus Umspecta
• Emocha Objectia

QuotesEdit

*Perk Upchuck: What's this thing supposed to do? Xylene: (dramatically) You're going to eat it! (Perk Upchuck looks blankly at her) Xylene: Literally eat it. That's your power.

Xylene: (to Grandpa Max) You haven't changed a bit from the last time I saw you. Wildvine: (merged with a tree, spying on them) Ugh! If this keeps up, I'm gonna start hurling sap!

Gwen: (about Xylene) Grandpa seems to really like her. Maybe we should give her a chance. Ben: Yeah, right! Next thing you know, she'll be wanting us to call her "Grandma Lizard"!

Xylene: Now SPIT! (Upchuck does so, causing a big hole in the robot) Upchuck: Cool! Exploding loogies! I'VE GOT UPCHUCK POWER! Gwen: Ugh! Great... like you weren't disgusting enough already!

ErrorsEdit

Xylene calls the Galvanic Mechamorph a "Glavanic Mechamorph".

Naming and TranslationsEdit

AllusionsEdit

• Xylene says to Max, "Max, we must stop meeting like this.", it's probably a reference to the video game Max Payne 2.

TriviaEdit

• The Tennysons' 38th stop is St. Louis.
• Xylene reveals Upgrade's species.

See AlsoEdit

• Gallery