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What Are Little Girls Made Of?

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What Are Little Girls Made Of?
What Are Little Girls Made Of
General Information
Original broadcast June 7, 2008
Series Ben 10: Alien Force
Season 1
Episode number 8
Overall episode number 60
Written by Matt Wayne
Directed by Butch Lukic
Episode Guide
Previous episode Pier Pressure
Next episode The Gauntlet

What Are Little Girls Made Of? is the 8th episode of Ben 10: Alien Force.


The episode begins on a beautiful day and Brainstorm, Gwen, and Kevin are at Grandpa Max's favorite fishing hole, which makes Gwen a little bit upset while Brainstorm and Kevin have some sort of contest. While they are there, they spot a figure in a cloak walking towards Max's favorite tree. They try to get her attention, but before they can get to her, she goes behind the tree and disappears. A flower was left near the tree.

Afterwards, they make up a plan to keep watch and see if the lady comes back, but Gwen leaves for the bathroom. During Gwen's absence, the lady shows up, and Kevin and Jetray get into a fight with her. They discover that the mysterious lady's powers and abilities are just like Gwen's except much stronger and much more powerful. Eventually, Ben and Kevin get cornered, but just before they're killed, Gwen shows up and saves their lives. Shortly after that, the trio figures out who the strange lady really is. Ben and Gwen's grandmother, Verdona. Later on, they go to Gwen's house, and she has a talk with Frank about the recent activities that took place. Gwen finds out that Ben and Kevin are sitting outside her window, and tells them to come inside. Frank thinks that Kevin is Gwen's boyfriend (much to Gwen's embarrassment). Afterwards Verdona shows up and they all teleport downstairs to where Natalie is and Verdona begins talking about how she first met Max. She fell in love with him but she returned to her home planet, Anodyne, to rekindle her Anodite heritage. Verdona tries to convince Gwen to come to Anodyne to master her powers, which will take about 75 years, but Gwen gets overwhelmed and runs upstairs. Kevin and Ben comfort her, and Ben tells her that it's her choice but Kevin doesn't want her to leave and says he wants her around. She then kisses him on the cheek.

Gwen comes back downstairs and says that she doesn't want to go to Anodyne, but Verdona has already decided what is best for Gwen and decides to destroy Gwen's body (which would leave only the Anodite inside). She reveals her true form, a giant pink-purple glowing humanoid, and blasts Ben and Kevin out of the house when they confront her.

Gwen, Kevin and Spidermonkey fight Verdona, but they are no match for Verdona. Gwen finally convinces Verdona to let her stay on Earth. Verdona ultimately reconciles with everyone and leaves, through she states that she will check on Gwen occasionally.

AF Spidermonkey

Spidermonkey debut

Major Events


Omnitrix Alien Debuts


Aliens Used



Verdona: Do that again.
Gwen: No problem! (shoots mana beams at her)
Verdona: (Blocks Gwen's mana) Incredible!

Quotes Right


Ben: Destroy...
Kevin: Her body?
Gwen: Destroy my body? You're not serious.

Quotes Right


(Kevin lifts a boulder ready to smash Verdona with it, but then he pauses)
Kevin: Dude, I don't know if I could pound your grandma.
Spidermonkey: That's okay. We're teaching her to mind her mana.
(Spidermonkey makes monkey-like laugh and Verdona laughs as well)
Verdona: Good one, Ben.
Kevin: Was not.

Quotes Right


Gwen: I have to find a bathroom.
Kevin: Lots of trees around.

Quotes Right


(Gwen kisses Kevin on the cheek)
Kevin: (surprised) LAME! LAME! LAME!

Quotes Right


  • Ben doesn't have the Omnitrix
  • Ben doesn't have the Omnitrix
  • Ben doesn't have the Omnitrix
  • The Omnitrix is on Ben's right hand
  • There are no dishes on the table
  • There are dishes on the table
  • In three scenes, Ben does not have the Omnitrix on his wrist.
  • In a picture of young Ben and Gwen in a room, the Omnitrix is on Ben's right wrist.
    • The two bands that run around the Omnitrix are also green instead of white.
  • When Verdona dances, there are no dishes on the table.
  • When Gwen is getting up from throwing a rock into the water, Gwen's leg and arm are shown in front of Ben's head, when he is in front of her.

Naming and Translations

Language Name Origin
Portuguese (Brazil) Do Que São Feitas As Garotinhas? What Are The Little Girls Made Of?
Spanish (Latin America) El Potencial de Gwen The Potential of Gwen
Spanish (Spain) De Que Manera Son Las Chicas In What Way Are The Girls
Hungarian A kicsi lányok miből készülnek? What Are The Little Girls Made Of?
French L'Héritière The Heir


  • The idea that Gwen would inherit Verdona's powers and not Ben, Ken or their respective fathers is a reference to a theory in Para-psychology and genetics that states that while both genders could potentially carry the psychic gene, it would be dominant and manifest in the female gender more than the male gender.
  • The title What Are Little Girls Made Of? is based on the What Are Little Boys Made Of? nursery rhyme.
  • Spidermonkey's quote, "Why Grandma, What big trouble you have!", is a reference to the fairy tale, Little Red Riding Hood.


  • Dwayne revealed that Verdona was merely toying with Ben, Gwen and Kevin during the episode's climax.
  • According to Gwen, she feels somewhat like she's out of place.
  • It is revealed that Jetray can travel faster than sound.

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