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Ben 10 – Alien Force – season 1 – Episode 8 – What Are Little Girls Made of?

While Ben, Gwen, and Kevin are taking a break at Grandpa Max’s favorite fishing spot, they see a mysterious cloaked woman leave a flower made of pure mana energy at the base of Max’s favorite tree. When the team tries to meet her, she disappears. They decide to stake out the area for a while until the woman shows up again. The wait for three whole nights, and their patience is rewarded. The woman shows up, and is able to beat both Ben and Kevin in battle with ease. However, when she sees Gwen use her powers, she is amazed.
As it turns out, Gwen’s magical powers are in fact inherited from the strange woman, who turns out to be Ben and Gwen’s long-lost paternal grandmother, Verdona, who is an immensely powerful energy being called an Anodite from the planet Anodyne. After getting the full story from Gwen’s parents, Verdona offers to take Gwen back to her home planet, Anodyne, where she can learn how to reach the full and maximum of all of her magical and life energy-controlling abilities (which would require seventy-five years). Gwen tells Verdona that she cannot leave her friends, not while the Earth is in such danger. Verdona then transforms into her true Anodite form, and decides to destroy Gwen’s human body, thus releasing the inner Anodite within. After a short battle, Gwen firmly tells Verdona that she wants to stay on Earth and stay the way she is, saying that it’s what Max would have wanted. Verdona accepts this and leaves, though she promises to check up on Gwen once in a while to see how she is doing.

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