One of Vilgax's upgraded robot trackers bonds with a lady criminal, turning her into a cyborg to hunt down Ben.



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

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Episode cast overview:
Ben Tennyson / Upgrade / Female Thug (voice)
Meagan Smith ...
Gwen Tennyson (voice)
Max Tennyson (voice)
Heatblast / Vilgax (voice)
Officer / Robot Lieutenant / EMT #1 (voice)
Four Arms / Driver (voice)
XLR8 / TV News Anchor (voice)
Joey (Rojo) / Boy (voice)
Radio Newscaster / Doctor (voice)


A clash with a ruthless gang of lady criminals in New Mexico puts Grandpa Max in a hospital but it also turns the gang leader into a cyborg when one of Vilgax's damaged trackers merges with her. The resulting trouble from trackers honing in on the Omnitrix puts Ben in mind to distance himself from Max and Gwen for their safety, but it also puts Ben in contact with Vilgax for the first time. Written by statmanjeff

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Release Date:

18 February 2006 (USA)  »

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Did You Know?


Falling concrete injures Grandpa Max, striking him in the back and leaving him unconscious. Ben (as Four Arms) picks him up and jumps away with him to a nearby hospital. Unless there is immediate, life-threatening danger, one should never move anyone with such injuries. Further movement - especially jumping up and down as a super-alien - could severe the spinal cord that might otherwise be intact, leaving Grandpa Max permanently paralyzed. See more »


Vilgax: Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance.
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User Reviews

allies in evil, Vilgax and joey!
27 May 2006 | by (Enfield, CT) – See all my reviews

Ben, as Fourarms, thwarts an armored car robbery by a very tough female named Joey. During the fight, some of Vilgax's new and improved drones attack and Max is injured. When Fourarms takes Max to the hospital, Joey starts messing with the drones and is converted into a powerful alien cyborg named Rojo. With these enhancements, Vilgax is able to communicate with her and convince her to work for him. When she attacks Ben at the hospital, she is thwarted once again, but Ben is left thinking that it's too dangerous for him to be around others and runs away. During their final confrontation, it turns out to be the advice of Max that helps Ben defeat her. As Upgrade, he is able to stop her, but not before receiving a disturbing message from Vilgax.

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