The group stops in a retirement community to visit Aunt Vera, but Ben finds the aged residents to be quite a bit more physically dynamic than one should ever expect.



(creator) (as Man of Action), | 4 more credits »

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Episode cast overview:
Ben Tennyson / Upgrade (voice)
Meagan Smith ...
Gwen Tennyson (voice)
Max Tennyson (voice)
Wildmutt / Huge Limax / Bad Guy #1 (voice)
Walker Edmiston ...
Marty / Ice Cream Employee (voice)
Ghostfreak / Heatblast / Bad Guy #2 (voice)
Miriam Flynn ...
Vera Tennyson (voice)


The group goes to visit Aunt Vera who's now living in a retirement community. Ben witnesses some of the residents climbing walls and other superhuman behavior. When Grandpa Max is affected, it's up to Ben and Gwen to find out what's going on. Written by Jesse Sanchez

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Release Date:

21 January 2006 (USA)  »

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Did You Know?


By this episode Ben has used all of his aliens at least once. He goes ghostfreak in this episode to snoop around. See more »


Ben Tennyson: [calling back to Marty] Uh, I didn't see your face suddenly pop on the back of your head! I swear!
[to himself]
Ben Tennyson: What kind of vitamins are these freaky old people taking?
See more »


References Terminator 2: Judgment Day (1991) See more »

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User Reviews

The evil "Cocoon"
27 May 2006 | by (Enfield, CT) – See all my reviews

While shopping at an ice cream store in the desert, thieves attempt to steal an ATM. Ben and Max capture the them, but their problems don't end there. They drive to a retirement center to visit Ben's Aunt Vera, but something very strange is happening here. Ben finds out that there is an evil species of alien shape-shifters, called the Limax, kidnapping and replacing the residents in order to devour them later. Now, Ben must save the day without even being sure who the enemy is. They eventually find out that the Limax intend to devour the senior citizens they've kidnapped, and with teamwork they are able to send them home empty-handed.

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