What Are Little Girls Made Of?

While Ben, Gwen, and Kevin are taking a break at Max’s favorite fishing spot, they see a mysterious cloaked woman leave a flower 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 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 inherited from the strange woman, who turns out to be Ben and Gwen’s long-lost paternal grandmother, Verdona, a powerful energy being called an Anodite from the planet Anodyne. She attempts to convince Gwen to break out of her human body and embrace her full Anodite power, but Gwen refuses, even after a long fight. Verdona leaves, but promises it won’t be the last time she asks her.