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Arcadia Oaks-pedia
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That's the problem: I can't let go [of Stuart]! My love life must continue, and it can't until he's gone!
―Gwendolyn to Aja during their fight to save Stuart

There's Something About Gwen (of Gorbon) is the nineteenth episode of 3Below and the sixth episode of Part Two.

Official Synopsis[]

Stuart gets an unexpected visit from his ex-girlfriend. Krel helps Toby and Eli produce a short film, "Kleb or Alive," for a local contest.


Stuart is walking on the street when he sees a few spooky things. He then races to his electronics store and races inside, where he's confronted by Gwendolyn, his ex-girlfriend.

Aja and Steve look at the stars at the Planetarium. He thinks they're on a date, but she says it's a heist. They need to finish the wormhole soon because of Kubritz. They hide from a passing guard. They're at the planetarium to get a part Krel needs. Steve nearly falls and screams, attracting the guard's attention. Aja distracts the guard so Steve can hide.

Stuart tells Varvatos about Gwendolyn. He thinks Gwendolyn plans to eat him. She won't leave him alone. He asks Varvatos to come as a buffer. Just then, Steve and Aja come in with the anti-vortex syphon Krel needs. Varvatos says Kubritz has been lying low and Stuart is hiding from his ex-girlfriend instead. Stuart tells the store of his relationship with Gwendolyn. Things were good until he fled on his ship. He never returned. That's how he ended up on Earth. He hasn't heard from Gwendolyn since, until she found him. Aja thinks she just wants closure. Varvatos agrees to go along, but only because he'll bring Nancy for a dance lesson. Aja decides that she and Steve will join as well.

Krel is excited when the device works, but then it quits. Eli and Toby come in and explain that they're making a short film for a contest. They're making a film about Krel. Toby thinks they're a lock to win. Krel agrees.

They start filming in Toby's bedroom. Luug comes in with Chompsky's girlfriend in his house. Toby pulls her out and Chompsky takes her inside the dollhouse. They resume filming.

Gwendolyn and Stuart are waiting for the others to arrive.

As they walk to the date, Varvatos breaks Nancy's glasses so she can't see that Gwendolyn is an alien. After Steve leads Nancy off, Aja asks if Varatos has told Nancy how he feels. He daydreams about her briefly.

Nancy starts some music and then starts instructing the others in dancing. Gwendolyn orders Stuart to start singing as they dance. Steve wants to leave the lesson to go the kissing tree. Gwendolyn overhears and wants to take Stuart there privately. Stuart tries to get the others to go, but they stay while Gwendolyn carries Stuart off. Aja asks Steve why he's acting so weird. Steve says they finally get to be together and they're still doing Akiridion stuff. She reminds him that she's Akiridion. Varvatos goes to Nancy and tells her how he feels. He learns that she's dating Phil.

Gwendolyn and Stuart carve their initials on the rock. Gwendolyn then reveals she's engaged, so she must consume Stuart so she can marry her fiancé. She prepares to eat him.

Steve wants to go on an Earth date with Aja. They then hear Stuart cry out. Varvatos goes to find him in the woods and Aja follows.

They're still filming in Toby's room. They have creative differences over the script. Krel gets a call from Aja asking for him to bring his serrator to rescue Stuart. Toby and Eli go to follow him.

Varvatos tries to slay Gwendolyn, but misses. Gwendolyn explains that her love life can't continue until Stuart is gone. They fight Gwendolyn, but she gets Stuart into her mouth. Krel then arrives and gets Stuart free. Gwendolyn tells Stuart that destroying him is the only way to forget about their time together. Stuart says she doesn't have to forget. He shows her the memento he kept of their relationship. She eats the memento instead of him. Now she can move on.

Aja and Steve get a milkshake to share. She agrees that they should be doing more Earth stuff together, but she's Akiridion.

Gwendolyn reports to Morando that the subjects are on Earth. She asks if she should crush them, but Morando has more excruciating plans for them.



  • It's revealed that Stuart has an ex-girlfriend, Gwendolyn. He explains that she is the reason why he left Durio and crashed on Earth so he could hide from her.
    • In the end of this episode, it's also revealed that she is an alien bounty hunter spy for Morando.
  • This is the last episode where Stuart is seen in his true Durian form. For the rest of the franchise, he remains in his human form.
  • Nancy is revealed to have been dating Phil.
    • They end their (romantic) relationship sometime before "Luug's Day Out".
  • When Stuart spots the two creepy twins at the beginning of the episode, this is a direct reference to the renowned "Come Play With Us" scene featuring the Grady Twins from the famous 1980 horror film The Shining.
    • In addition, the jumper Toby wears while directing his film is similar to the carpet from the hotel in the same movie.
  • The carving of JLJ + CN (Jim Lake Jr. + Claire Nuñez from Trollhunters) can be seen on the K-I-S-S-I-N-G tree once again when Stuart and Gwendolyn were carving their initials. However, no carving references to Steve and Aja can be seen.
  • Steve and Aja presumably went to the Planetarium to steal the anti-vortex siphon during night time. However they only returned to the Mothership in the morning. Therefore it seems like either a goof or another Getting Crap Past the Radar to what Steve and Aja did at night after getting out of the planetarium and before their return, judging by them getting very distracted by each other even during the mission. Perhaps this is what Krel really meant by saying "Finally, the Staja comes through!" when Steve and Aja returned with the siphon.
  • Title: The title of the episode is a reference to the 1998 comedy film There's Something About Mary.
  • Continuity: During their outing at the planetarium, Steve points out "The Platypus Star" amongst the display of stars as he did during his and Aja's private moment up the tree in "Party Crashers".
  • The song heard during Varvatos Vex's daydream with Nancy Domzalski is "Play the Game" by Lara Saint Paul.


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Part One
"Terra Incognita Part One"- "Terra Incognita Part Two"- "Mind Over Matter"- "Beetle Mania"- "Collision Course"- "D'aja Vu"- "Flying the Coop"- "Party Crashers"- "Lightning in a Bottle"- "The Arcadian Job"- "Truth Be Told"- "Last Night on Earth"- "Bad Omen"
Part Two
"Moving Day"- "Moonlight Run"- "Dogfight Days of Summer"- "Mother's Day"- "Ill Gotten Gains"- "There's Something About Gwen (of Gorbon)"- "Asteroid Rage"- "Luug's Day Out"- "The Fall of House Tarron"- "The Big Sleep"- "Race to Trollmarket"- "A Glorious End, Part One" - "A Glorious End, Part Two"