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Ben Tennyson
Ben10 = Ben Tennyson
Ben Tennyson, age 10
Character Description
Series All (Ben 10)
All (Ben 10: Alien Force)
Gender Male
Species Hero

Ben Tennyson is a character on both Ben 10 and Ben 10: Alien Force. He is the main character on these shows.


Biography Edit

Ben started out as a hero at age 10, followed by being 15 in Ben 10: Alien Force. He is the "Alien" defeater since age 10 and has continuted to defeat Aliens. At age 16, he will return in Ben 10: Evolutions.

Episodes Edit

Ben 10 Edit

EP# Title Airdate Prod. code
1 "And Then There Were 10" December 27, 2005 101
Near Earth, a battle between two space ships takes place. Clearly outmatched, the smaller of the two fires a laser at the larger ship's bridge and launches a pod to Earth amidst the confusion. The bridge explosion nearly kills the large ship's commander, Vilgax, but the smaller ship appears to have been destroyed completely. On Earth, Ben Tennyson begins his cross-country summer vacation with his cousin, Gwen, and his grandpa, Max. Ben finds the crashed pod at their first stop. Within it is a watch-like alien artifact. Reaching to touch it, the watch jumps onto his wrist and refuses to come off, unwillingly merging with his DNA. Ben accidentally discovers that it can change his form into various alien creatures and quickly learns how to use it. Deciding that he could be a superhero who can actually help people, Ben uses the watch to destroy robots sent by Vilgax to retrieve it, thus beginning a summer of adventure for himself, Max and Gwen. 
2 "Washington B.C." January 13, 2006 102
During a trip to Washington D.C., Ben confronts Dr. Animo, a disgruntled scientist whose Transmodulator can mutate living animals, and even resurrect dead ones, and eventually learns a lesson about what being a hero really means. 
3 "The Krakken" January 14, 2006 103
Ben encounters a lake monster called the Krakken and Captain Shaw, a fisherman obsessed with catching it. He soon finds out the creature is upset because Jonah Melville, a poacher in the guise of an animal lover, is stealing the creature's eggs. After Ben retrieves the eggs, a close scene is shown with the Krakken cuddling her regained eggs in her nest. 
4 "Permanent Retirement" January 21, 2006 104
Ben and Max drive to a retirement center to visit Ben's Aunt Vera, but evil alien shape-shifters, called the Limax, are kidnapping and replacing the elderly residents in order to devour them later. 
5 "Hunted" January 28, 2006 105
Still in recovery, Vilgax hires three alien bounty hunters to retrieve the Omnitrix: a robotic crustacean named Kraab, an assassin named Sixsix, and a mysterious gunman named Tetrax. The trio encounters Ben playing around with the watch and force him to flee. However, when Ben attempts to fight Tetrax, who had separated from the group, Tetrax reveals himself to be the same species as Diamondhead and criticizes him for his lack of strategy while in combat. Proving himself to be on the good side, Tetrax aids Ben in warding off Kraab and Sixsix. Realizing that Ben took his words to heart, Tetrax decides to leave the Omnitrix with the child and awards him with a hoverboard
6 "Tourist Trap" February 4, 2006 106
While in a tourist trap town called Sparksville, Ben plays a practical joke that accidentally unleashes Megawatts, small creatures made from electrical energy, on the town. Ben must stop them from multiplying out of control and destroying the town with their dangerous pranks. Ben eventually turns to Heatblast to seal the Megawatts in the World's Largest Lightbulb. 
7 "Kevin 11" February 11, 2006 107
Straying from Max after an argument, Ben meets and befriends a boy named Kevin, who has the power to absorb any form of energy. Their first misadventure forces Ben to reveal what the Omnitrix is capable of. Kevin suggests that they team up. However, Kevin just wants the Omnitrix's power at his disposal; being treated like a monster for his strange powers since birth, Kevin had let hatred build up in his heart and is now out to get back at those who had hurt him. Ben attempts to reason with Kevin but ends up fighting him as Heatblast vs.Fireblast, at which point Kevin escapes and Max finds Ben. Ben finds Kevin terrorizing some bullies with energy stolen from Heatblast and fights him as Fourarms. Ben defeats Kevin(who battled as Sixarms) this time, forcing him to flee. Unknown to Ben, however, Kevin had absorbed energy from the Omnitrix after all. 
8 "The Alliance" February 18, 2006 108
Fourarms reluctantly fights a female thief named Joey and her gang, but Vilgax sends more attack drones at the same time. While Ben shifts his attention to the drones, Joey attacks Max. Ben destroys the robots and knocks Joey out, leaving them all at the scene in order to get Max to a hospital. While he is away, the drones fuse with Joey, transforming her into a semi-robotic being called Rojo. Vilgax makes telepathic contact with Rojo through the drones and commands her to steal the Omnitrix. At the hospital, Ben realizes that his watch makes him a constant target and puts Gwen and Max in danger by association; worried for their safety, Ben runs away. He later encounters Rojo and fights her as XLR8, which proves futile. With advice from Max via cell phone, Ben defeats Rojo as Upgrade by merging with and shorting out her robotic parts. In the process, Vilgax makes telepathic contact with Upgrade through the drones and threatens him, claiming that he will obtain the Omnitrix some day. Ben returns to Max and Gwen upon the realization that he needs them. Max tells Ben not to worry about what Vilgax said; however, Max expresses a look of anxiousness while Ben is out of sight. 
9 "Last Laugh" February 25, 2006 109
While visiting a travelling circus, Ben fights an evil clown named Zombozo, who drains the souls of everyone watching through their laughter, all the while inhibited by a fear of clowns. Conquering his own fear, Ben defeats Zombozo by terrifying him as Ghostfreak and saves his family from the evil clown's soul draining machine. During this fight, Ben first notes that he scared himself while fighting as Ghostfreak. 
10 "Lucky Girl" March 4, 2006 110
Ben defeats a magician named Hex as he attempts to steal a spellbook. During the fight Ben retrieves one of Hex's five magical Charms of Bezel and gives it to Gwen. The charm gives Gwen the power of probability manipulation. Using a Mardi Gras costume, Gwen becomes a new superheroine named "Lucky Girl," and begins stealing the spotlight from Ben while proving she's also got what it takes to be a crime-fighter. Unfortunately, Hex wants his charm back. He takes the spellbook and lures Gwen into a trap. He is able to take back his charm and begins an incantation to suck the entire city of New Orleans into a vortex. Fortunately, Gwen catches him off guard and takes back the Charms of Bezel, smashing them so that they may never be used again for any evil purposes. Fourarms restrains Hex until he is arrested. 
11 "A Small Problem" March 11, 2006 111
In a fit of stubbornness, the Omnitrix transforms Ben into Grey Matter and leaves him stuck in that form for far longer than normal. During this time, Grey Matter is captured by an alien-obsessed nerd named Howell Wayneright. Grey Matter successfully contacts Gwen and Max for a short period before a secret society of modern knights, known as The Organization, retrieves both Grey Matter and Howell. The two work together to escape and quickly discover a room filled with extraterrestrial technology, with which The Organization could take over the world. Grey Matter sabotages one of the objects to trigger an explosion and take down The Organization's base. Enoch, The Organization's leader, orders his men to find information on Ben and his family. 
12 "Side Effects" March 18, 2006 112
A man named Clancy, who has the power to control insects wants to take revenge on Councilwoman Liang because she wants to tear down the building where he and his insects live. Meanwhile Ben has to deal with the strange side effects a cold has on his alien forms after celebrating stopping an attempted robbery by having an ice cream party. Each alien had a different effect: Wildmutt had his sensors clogged by the cold, making him unable to see or smell. Fourarms cold didn't effect his powers, though, his armpits became putrid pockets, making them smell horrible. Heatblast's powers changed completely, as the cold gave him freeze powers, which actually defeated Clancy and stopped the meltdown. 
13 "Secrets" March 25, 2006 113
With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He again contacts Ben in a dream, which Ben tells Max about. Worried, Max plots a course to Mount Rushmore. Ben ignores Max's warnings not to go alien and flies off to stop trouble along the way, only to engage in combat with Vilgax. After a futile struggle, Vilgax captures Ben and brings him aboard his ship. Having retrieved weapons from a secret base in Mount Rushmore, Max and Gwen free Ben from Vilgax's extraction device. Ben and Vilgax fight again, but Ben surrenders when Vilgax holds Max and Gwen hostage. Unknown to either of them, Max had activated a self-destruct command on Vilgax's ship. Ben traps Vilgax and escapes, leaving his opponent in the resulting explosion. 
EP# Title Airdate Prod. code
14 "Truth" May 29, 2006 201
After the incident with Vilgax, Max tells Ben and Gwen about his secret past. He really was a plumber, but not the garden variety version. He was part of a secret government organization known as "The Plumbers," that dealt with extra-terrestrial and paranormal phenomenon that others couldn't. The organization was disbanded after he defeated Vilgax for the first time. During one of Ben's regular acts of heroism, they run into Max's old partner, Phil. Phil is still in the business of hunting aliens, though he is now a freelance agent. He suggests that they remake The Plumbers, but Max is against the idea. Ben, however, is much more enthusiastic about the idea. During another alien battle, Ben reveals the secret of the Omnitrix to Phil, and Phil is even more determined to get him as a partner. Phil ends up taking them to an expensive hotel, which he is able to pay for thanks to rewards for capturing the aliens. The frequency of the alien attacks, as well as the familiar aliens themselves, raises Max's suspicions, and he heads to Mount Rushmore to check on something. There, he finds the Null Void Projector—a weapon that can trap things in, or release them from, an alternate dimension—missing. Phil has been abusing it to scam various hotel owners into paying him to remove the aliens that he sets free. Phil releases an alien to deal with Max, but Ben is able to rescue him and eventually trap Phil in the Null Void. 
15 "The Big Tick" May 30, 2006 202
During a trip to Yellowstone National Park, Ben discovers a new form on the Omnitrix: Cannonbolt, an armadillo- and beetle-like alien. At the same time, a meteor crashes nearby unleashing a giant, tick-like alien called the "Great One" that intends to devour the planet. On top of that, it has its very own worshipers, who intend to make sure it completes its task. Ben easily defeats the worshippers, but the Great One is impervious to all of his original alien forms. Since nothing else works, Ben has to rely on a form he knows nothing about in order to defeat the Great One. He quickly discovers that Cannonbolt is impervious from any attack when rolled into an armored ball and penetrates the Great One's armor in that form, killing the alien from the inside. The worshipers proclaim Ben the new Great One, but change their minds once he reverts back to normal. 
16 "Framed" May 31, 2006 203
In San Francisco, Ben discovers that look-alikes of his aliens are committing crimes around the city. Ben encounters the imposter and discovers that it was really Kevin; their last battle has permanently given Kevin the ability to transform into the various aliens of the Omnitrix. Kevin leaves Ben to pay for his own crimes performed as Omnitrix aliens, bringing Ben into direct conflict with the ruthless Lt. Steel of the government's Special Alien Capture Team. Evading Steel, Fourarms confronts Kevin atop the Golden Gate Bridge. Kevin loses control of the Omnitrix's powers during the battle, prompting Ben to walk away. Kevin's rage at the loss forces one final transformation: a fusion of all of the Omnitrix aliens without the ability to revert to human form. Blaming Ben for the mess, Kevin vows to kill Ben once and for all. Fourarms is no match for the new mutation. Fortunately, Steel had observed the battle and conversation and decides that Kevin is the enemy, knocking him into the water below. Ben and the Tennysons leave the scene with approval from Steel. 
17 "Gwen 10" June 1, 2006 204
This episode is a "What If?" scenario that is separate from the main story. When Ben wakes up one morning, he finds the Omnitrix missing from his arm. Weirder still is the fact that Gwen and Grandpa Max have no idea what he's talking about when he asks about it. Ben soon discovers that he's actually reliving the very first day of summer, the same day that Ben found the Omnitrix to begin with, but in an alternate reality. At the campsite, Ben tries to find the Omnitrix as it crashes to Earth, only to find out that it has already been found by Gwen. Gwen quickly adjusts to the Omnitrix's powers, with much greater skill than Ben. However, unlike the first episode Vilgax was not injured at all earlier and is already heading for Earth to take it back from her, preferably in a very painful way. Ben's going to have to prove himself to be a hero without the Omnitrix to back him up if he wants to save Gwen. 
18 "Grudge Match" June 7, 2006 205
Diamondhead battles the still-mutated Kevin, who had rendered Gwen and Max unconscious. A droid named Slix Vigma observes their fight, recognizing them as potential gladiators. Amidst the combat, a teleportation beam takes Diamondhead and Kevin to a huge ship called the Mega Cruiser, where life or death gladiator matches are regularly held between slaves captured from different alien races. There, Vigma makes Ben and Kevin a team, bonding them with shackles that transfer pain from one to the other. With no choice, Ben and Kevin battle another captive, Technorg, during which Ben teaches Kevin new attacks combining Omnitrix alien abilities in order to win. Though Kevin intends to kill Technorg, Ben restrains him and spares his opponent's life. After the fight, Ben and Kevin rally the other prisoners, who nearly all escape. However, Kevin traps Ben with the intent to kill, revealing that he still bears a grudge. Ben transforms into Cannonbolt, the only alien Kevin doesn't have, and knocks him out. Cannonbolt was about launch his escape pod, until Kevin regained his conscious and tries to seize Cannonbolt. Fortunately, Technorg abides by a code of honor and saves Ben, sending him back to Earth. Kevin is left aboard the Mega Cruiser with Technorg. 
19 "The Galactic Enforcers" June 13, 2006 206
When a pair of bounty hunters plan to use raw minerals from earth to build a devastatingly powerful bomb, Ben joins a group of alien super heroes, the Galactic Enforcers, in order to stop them. However, all is not well with the new group, as a small gift of Ben's chocolate is all that's needed to weaken the group's leader, Ultimos. This causes his second, Synaptak, to take the lead in order to try showing Ben up. However, the Enforcers tactics involving 'commanding presence' backfire on them, and nearly getting Tini hurt in the process. However, after Ben goades Synaptak into rescuing Tini from a landslide, Ben and the Enforcers put aside their differences to finally arrest the bounty hunters. 
20 "Camp Fear" June 21, 2006 207
Distracted by Ben and Gwen quarreling, Max almost hits a young camper on the road. They take the boy back to his camp, Camp Opinicon, only to find no one there. As they investigate the premises, they find two more children, twins, who are hiding from something that caused the camp to become deserted. Max is captured by tendrils while he investigates, prompting Ben and Gwen to split up. While Gwen leads the campers to safety from fungal mutants, Ben attempts two failed rescue missions, getting captured on the second. In trying to escape, Ben unlocks a new alien form, a plant-like alien named Wildvine; however, even Wildvine cannot defeat the brain that controls the fungal creatures. Fortunately, Ben drops his shoe, which has athletes foot powder in it onto the brain and causes it and its minions to wither. Ben and Gwen spread more of the antifungal powder on its tendrils and save the camp. 
21 "Ultimate Weapon" July 6, 2006 208
Max's Plumber equipment detects that an ancient mask had been unearthed. This quickly triggers a change in Max's attitude; he claims that this artifact would lead to the most powerful weapon ever designed, and that he should retrieve it before it falls into the wrong hands. Max immediately becomes more impatient, worse-tempered, and far stricter. Upon retrieving the mask, the Tennysons come into conflict with The Orgainization, now called the Forever Knights, who want to find the weapon themselves. The Tennysons end up with the mask after a struggle and use it to find the ultimate weapon, the Sword of Ekchuah, inside of a Mayan pyramid. There, Fourarms faces off against the Mayan death god Ah Puch while the Forever Knights fight Max for the sword. In a painstaking decision, Max decides to save his family instead of claiming the weapon, realizing which was more important. His choice was not in vain, as the antique sword crumbles to dust once Enoch takes it. The temple collapses, and though Max warns Enoch not to stay, Enoch remains inside in an attempt to collect the dust that was once the ultimate weapon. 
22 "Tough Luck" July 12, 2006 209
Gwen dons her Lucky Girl costume again upon finding the Keystone of Bezel at a convention in Las Vegas. Rather than magical luck, the Keystone increases all of Gwen's natural abilities, making her a more efficient and powerful heroine. At the same time, Hex has been busted out of prison by his niece, Charmcaster, and seeks to use the keystone to restore the destroyed charms. Charmcaster tricks Gwen into trusting her so that she could easily take the Keystone and give it to Hex. However, Charmcaster double-crosses her uncle so that she can take the Charms power for herself. Wildvine stops the recreation process and Gwen defeats Charmcaster herself. To do so, she instinctively fires an energy blast from Hex's staff which suggests an affinity for magic. 
23 "They Lurk Below" July 18, 2006 210
The family ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who didn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threatened to destroy the whole resort. While the kids find a way to cooperate with each other to find the source that lures them in, Donovan himself learns a few lessons in how to bond better with his grandson. 
24 "Ghostfreaked Out" July 25, 2006 211
Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of a school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreak removes his second layer of skin in order to possess Ben, revealing a horrifying creature underneath. As a side effect of removing it, though, he can no longer withstand sunlight and is forced to retreat. Ghostfreak scares the circus trio into working for him as he schemes to possess Ben and gain control of the Omnitrix. Ben and family encounter Ghostfreak and his minions that night. Gwen and Max easily deal with the circus trio, but he has Ben on the run. As Ghostfreak prepares to possess him, Ben pulls back the curtains in the room while the sun is rising, incinerating him. 
25 "Dr. Animo and the Mutant Ray" August 25, 2006 212
When Ben tries to take apart the Omnitrix to see how it works, he ends up breaking off its face and causing weird combinations of his alien forms when he transforms. Additionally, the broken piece begins mutating the smaller creatures it comes into contact with. Meanwhile, Dr. Animo escapes from prison and, during a battle with Ben, finds the broken piece of the Omnitrix. Using it, he is able to complete his large-scale Transmodulator, giving him the power to mutate the entire planet in a single shot. 
26 "Back With a Vengeance" October 9, 2006 213
Ben accidentally figures out the master control of the Omnitrix, allowing him to become any alien just by thinking about it, and stay an alien indefinitely. Elsewhere, Kevin had assumed control of the Megacruiser. Using it to navigate the Universe, he locates and revives Vilgax. The two battle, but Vilgax quickly realizes the nature of Kevin's mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight to a stalemate. Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm. Gwen enters the Null Void in order to retrieve Ben. Unfortunately, Kevin takes her hostage, forcing Ben to give away the Omnitrix in order to save her. But before anyone can escape, Kevin double-crosses Vilgax. Ben and Gwen procure the Omnitrix in the resulting brawl and leave the villains trapped in the Null Void dimension. Ben reattaches the Omnitrix, only to realize that he had zeroed out the master control and can no longer perform mind-accessed transformations. 
No.
 

overall

No. in
 

season

Title Original air date Prod.
 

code

27 1 "Ben 10,000" November 25, 2006 302
As Ben and Gwen are planning Max’s birthday, a mysterious stranger appears out of nowhere and kidnaps her, so Ben follows her into a strange portal as XLR8. When the dust settles, Ben suddenly realizes he is twenty years later in the future, where humans and aliens live peacefully. Ben then learns that Gwen's captor is her own thirty-year-old future self, and a master sorceress to boot. Gwendolyn reveals that the current Ben, called Ben 10,000, is now a world-renowned hero with ten thousand different alien forms at his disposal. But, upon meeting his future self, Ben realizes that the future Ben is all business and just can't relax and have fun, not even for his own family.Omnitrix alien debuts: (by Ben 10,000) Spitter, Buzzshock, Arctiguana
28 2 "Midnight Madness" Scooter Tidwell Marty Isenberg December 2, 2006 301
While visiting a mega-mall, Ben and Gwen watch a hypnotist perform. Gwen volunteers Ben as a test subject, and the host, Sublimino, successfully hypnotizes him. When asked to act like an alien, Ben naturally turns to the Omnitrix and almost changes in front of the audience. Even though he is stopped by Gwen, the trouble doesn't end there. Sublimino is able to use those he hypnotizes to commit crimes in their dream state, and the alien-equipped Ben proves to be the perfect accomplice.
29 3 "A Change of Face" Scooter Tidwell Thomas Pugsley and Greg Klein December 9, 2006 303
While Ben and family are visiting Salem, Massachusetts, Charmcaster attacks in an attempt to magically switch bodies with Ben to attain the great powers of the Omnitrix but Gwen interferes, causing Charmcaster to switch with her instead. Gwen is punched out by Charmcaster before she can explain anything, and is then arrested and sent to juvie. Charmcaster stays with the unaware Ben and Max and tries to cook up another body-transference spell but Gwen escapes from juvie and returns, convincing Ben of the truth before Charmcaster tries again. However, Charmcaster manages to swap their bodies once more, ending with Charmcaster in her true body while Gwen and Ben have switched.
30 4 "Merry Christmas" December 11, 2006 304
Ben, Grandpa Max, and Gwen come upon a bizarre Christmas village run by a Christmas-obsessed man (Mr. Jingles) who thinks Grandpa Max is Santa Claus and proceeds to trap him. As Ben and Gwen explore, they learn about a strange curse on the village from one of its few disloyal elves, including one, who happens to be the son of the Christmas-obsessed man. The village was frozen at Christmas, in the 1930s. But when Ben delivers all the gifts that had been made, time catches up to the village instantly.
31 5 "Benwolf" Alex Soto James Phillips February 17, 2007 305
During a visit to New Mexico, Ben falls in love with a Native American girl named Kai Green while a wolf-like creature appears in a flash of purple lightning. Kai's grandfather, Wes, an old friend of Max, believes it to be a Yenaldooshi, or Navajo werewolf. Wildvine fights the creature, but it bites Wildvine's root just before Ben returns to normal. It nearly kills Ben as a human, but he is spared when the wolf accidentally scratches the Omnitrix rather than Ben himself. Afterwards, Ben begins transforming into a werewolf himself, presumably an effect of the bite. However, the group discover that the werewolf is an alien. By scratching the Omnitrix, it added its own DNA to the Omnitrix, which was gradually shifting Ben into Blitzwolfer.Omnitrix alien debuts: Blitzwolfer (note: until its sequel series Ben 10:Omniverse, the alien was known as Benwolf).
32 6 "Game Over" Scooter Tidwell Marty Isenberg February 24, 2007 306
Ben and Gwen are playing the Sumo Slammer video game and Gwen is beating Ben at it. Ben turns into Upgrade and merges with the computer so he can lower Gwen's score. As Gwen tries to get Ben out, lightning hits the van and zaps them both into the game. They realize that all of the aliens in the Omnitrix are unavailable and they have to collect tokens in order to activate certain ones. They progress through the levels in order to get the Upgrade token and allow them to leave the game, but the villain of the game hears them and wants to use the Upgrade token to leave the game and take over the real world.
33 7 "Super Alien Hero Buddy Adventures" Scooter Tidwell Marty Isenberg February 24, 2007 308
When a television show called Super Alien Hero Buddy Adventures shows up, Ben gets angry and demands credit since it stars corny cartoon versions of Fourarms, Heatblast, and Wildmutt. Furthermore, it has replaced his favorite show, Kangaroo Commando. It just so happens Ben and Gwen are visiting Planetary Studios at the time, so he tries to confront the producer about it. Meanwhile, strange accidents begin occurring around the actor who plays The Commando, conveniently allowing the actor to save the day. The Commando suspects that the artist producing the cartoon, Tim Dean, is responsible, but Gwen suspects foul play on the Commando's part.
34 8 "Under Wraps" Sebastian O. Montes III Greg Weisman March 10, 2007 309
In order to teach Ben and Gwen the value of hard work, Grandpa Max takes them to a farm. However, Todd, a son of a farmhand named Joan Maple-wood tells Ben and Gwen of a mysterious mummy that had recently arrived in a flash of purple lightning that sparks their curiosity. The two of them find it digging for a strange stone, but it attacks them as soon as they see it. XLR8 fights it to no avail, but the alien mummy flees in the confusion. Max discovers that the strange rock is an unstable energized mineral called "Corrodium," which causes severe mutation in earthly organisms if exposed.
35 9 "The Unnaturals" Scooter Tidwell Marty Isenberg March 17, 2007 310
Ben goes to see his favorite Little League team. Unfortunately, who should be on his team but his rivals, JT and Cash. He discovers that their opponents, the Squires, are robots. He cheats for his own team, but it works against them when the robots try to kidnap people on the team who appeared to be experts due to Ben's help. While attempting a rescue, Ben discovers that the robots plans are to replace the President of the United States, who had also been watching the game. After the Tennysons save the President and leave, Enoch appears, revealing the plan to be his own. He vows that the Tennysons will pay with their lives.
36 10 "Monster Weather" Sebastian O. Montes III Thomas Pugsley and Greg Klein March 24, 2007 307
Grandpa Max takes Gwen and Ben to a music festival in Chicago to see his favorite old time band, Shag Carpeting, but the event is interrupted by a weather-controlling robot called S.A.M. Ben uses Four Arms to send shockwaves to the robot, eventually destroying him.
37 11 "The Return" Scooter Tidwell Thomas Pugsley and Greg Klein April 7, 2007 312
A shuttle launch at NASA is interrupted by a purple lightning storm, which attracts the attention of the Tennysons, who hope to discover the origin of the alien werewolf and mummy. While at NASA, Ben runs into an ill-tempered scientist by the name of Dr. Viktor. Surveillance tapes associate him with the purple lightning storm, and he is quickly shown to be in cahoots with the two creatures. The Tennysons encounter the creatures again, in addition to Doctor Viktor in his true form and, following a losing battle, they split up: Max and Gwen board the space shuttle that Viktor launches, and Ben as XLR8 follows Vicktor, who revives his master and commander, who to Ben's horror is revealed to be Ghostfreak.Omnitrix alien debuts: Snare-oh (note: until its sequel series Ben 10:Omniverse, the alien was known as Benmummy).
38 12 "Be Afraid of the Dark" Sebastian O. Montes III Marty Isenberg April 14, 2007 313
Ben transforms into Grey Matter to escape from Ghostfreak and Viktor. He is able to discern Ghostfreak's plan from a computer terminal: using the corrodium to amplify the power source of the orbiting space station, in conjunction with the device the alien werewolf built in New Mexico, Ghostfreak is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth's population, but it will also block out the sun, giving Ghostfreak a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Vicktor clings to so that he might also get to the station, while Max and Gwen fight the mummy aboard the space center and attempt to thwart Ghostfreak's plan from there.Omnitrix alien debuts: Frankenstrike (note: until its sequel series Ben 10:Omniverse, the alien was known as Benvicktor).
39 13 "The Visitor" Alex Soto Thomas Pugsley and Greg Klein April 21, 2007 311
A female alien named Xylene locates the Omnitrix and attacks Ben, under the impression that he had stolen it but when Max comes to defend, the two recognize each other as old comrades and sweethearts. Xylene and Max reminisce later that night, which indicates they had been in quite a romantic relationship during Max's early Plumber days. Xylene reveals that she was the commander of the ship bringing the Omnitrix to Earth when Vilgax attacked it, and that she had intended to send it to Max; Ben received the Omnitrix by accident. One of Vilgax's remaining drones attacks and captures Max, so Ben and Xylene reluctantly team up to save him and Xylene unlocks Upchuck to defeat the drone.Omnitrix alien debuts: Perk Upchuck
EP# Title Airdate Prod. code
40 "Perfect Day" July 14, 2007 401
Ben seems to be having a perfect day: Grandpa Max makes a breakfast Ben considers edible, a bus full of cheerleaders including Kai Green breaks down in front of him, he, Grandpa Max and Gwen go to a pizza n' play (where Ben gets kissed by two girls, causing him to blush) and unreleased games fall off a truck. However, when another Gwen and Grandpa Max show up, he discovers that Enoch and the Forever Knights have trapped him in a dream world while they attempt to remove the Omnitrix from his wrist. Revealed, Enoch turns the dream into a nightmare...Ben's school. After managing to take control of the dream and escape, Ben traps Enoch in his own dream world. Once the Tennysons leave, another Forever Knight, the "Forever King", decides to leave Enoch to his fate because of one too many failures. 
41 "Divided We Stand" July 19, 2007 402
During a trip to the beach, Ben discovers a new alien on the Omnitrix, Ditto. Ditto has the power to multiply at will, drawing the attention of Dr. Animo, who has just escaped from prison with the help of a mutated seagull. He captures one of Ben's Ditto clones in hopes of exploiting his alien DNA for his own evil purposes. Using the alien DNA, Animo creates an army of self-multiplying mutant Stinkflies, but Ben exploits the inherent weakness in the clones to destroy every Stinkfly clone and capture Dr. Animo once more. 
42 "Don't Drink the Water" July 26, 2007 403
Growing weak with old age, Hex is seeking out something to make him stay young. At the same time, Max is having difficulties with his aging body, so he decides to impress his grandkids at a fair to show them he's not as elderly as he seems. At the dunking game Max challenged them to, he and Ben both get splashed, unaware that the water is from the Fountain of Youth. Max regresses into a ten-year-old while Ben becomes a four-year-old. The booth's owner is the guardian of the fountain, having been charged to do so by Juan Ponce de León 400 years previously. Hex manages to force the man into revealing the location of the fountain, which he uses to become young again. However, Ben uses Heatblast to vaporize the fountain, in the process exposing Hex to enough of the water to turn him into an infant. With the fountain gone, the man reveals that the effects of the water will wear off without constant exposure. Meanwhile, Charmcaster finds her infant uncle and enjoys taunting him at his expense. 
43 "Big Fat Alien Wedding" August 2, 2007 404
Ben, Gwen, and Grandpa Max attend a family wedding for Max's nephew Joel and his bride-to-be, Camille. Before the day of the wedding, Ben tries to go swimming in the lake, only to interrupt a mud alien's attempt to sabotage the wedding. Ben defeats the sludge alien as Cannonbolt, but finds the groom's parents pointing rifles at him soon after. He escapes with Gwen's help, and Max explains that the groom's side of the family are all Plumbers, while the bride's side are all mud-like aliens, called "Sludges", which the Plumbers were enemies with until Joel and Camille meet. This wedding represents a truce. During a dinner time with the families, they were confronted by Camille's ex-boyfriend. Ben tries fighting him with Diamondhead, but realises the Sludge is immuned to the diamond ammunition. As they fought, Diamondhead pushes Camille's ex-boyfriend into a hot tub, where he dissolved into the water. After the incident, Joel's parents tried to convince Joel and Camille to cancel the wedding. They refused, forbidding them to brind any Plumber gear and the wedding continued the next day. However, on the wedding day, chaos erupts when Camille's parents and ex-boyfriend revolt against the marriage. Max realises that they just set up the ex-boyfriend plot, so they could hide their own true colours. The opposition showed their true selves and attempt to eradicate Joel. As Heatblast, Ben defeats them with a little help from Max, who bought some Plumber weapons, and the angry bride. 
44 "Ben 4 Good Buddy" September 22, 2007 405
While traveling through a desert, the Tennysons encounter a group of modern-day pirates called the Road Crew attempting to hijack the RV of Laurence Wainright. After stopping the Road Crew, the family makes a pit stop and Ben and Gwen start to complain about how the Rust Bucket doesn't work right and isn't nearly as luxurious as Laurence's RV. Shortly afterwards the Road Crew returns and steals the Rust Bucket. While Grandpa Max tries desperately to track down the Rust Bucket, the Road Crew give it a makeover for use in their plans. The Tennysons "borrow" Laurence's RV to catch up to the Road Crew just as they steal missiles from a train. Baron Highway, the leader of the Road Crew, plans on using the missiles to destroy the new highway, which in turn will increase traffic on the roads that the Road Crew patrol. Ultimately Ben stops Baron Highway's plan using his knowledge of the Rust Bucket's quirks. 
45 "Ready to Rumble" September 29, 2007 406
After damaging Gwen's laptop, Ben enters a mutant wrestling competition as Fourarms to earn some money to replace it, becoming an instant celebrity. During the tournament, he fights a pair of mutant brothers who owe a mob boss a large sum of money in order to save their farm. They entered the competition in order to pay off their debt, which Ben doesn't learn about until after defeating them. After learning the truth, Ben goes with them to save their mother, who is being held by the gang as "collateral". After rescuing her, Ben gives the prize money to the family since they need it more than he does. Returning home, he admits to what he did, only to discover that the computer wasn't even broken in the first place, requiring a special key that Gwen had to activate it. 
46 "Ken 10" October 6, 2007 407
In the future, Ben's son Ken is celebrating his tenth birthday, and to commemorate the occasion Ben gives him an Omnitrix of his very own. However, he equips it with a limiter, unwilling to trust his son to defeat villains on his own. Ken soon befriends a boy named Devlin, and the same night Kevin 11 attacks. Unable to locate the Null Void, which Ben has moved after the events of "Ben 10,000", he retreats. Ken, also unaware of the move, endeavors to find it on his own, only to unwittingly lead Devlin, who is Kevin's son and can transform into his father's mutant form, right to it. Devlin releases his father from the void, but is soon heartbroken to learn that Kevin's only interest is in fighting Ben, not in seeing his son. Kevin is ultimately defeated by the combined forces of Ben 10,000, Ken 10, and Devlin 11, who is later adopted into the Tennyson family. 
47 "Ben 10 vs. the Negative 10 (Part 1)" March 9, 2008 409
The Tennysons pick up the grandson of another Plumber named Cooper, who is hitching a ride home with them. Meanwhile, a Plumber base at Fort Knox is robbed by the Circus Freaks and Sublimino. By the time the Tennysons find out, they are too late to help. They soon learn of a second robbery, this one run by Rojo (having gained a new cybernetic suit), Animo, Clancy (mutated into an insect), and Charmcaster. Max discovers that they are searching for the keys to the "Sub Energy", an extremely potent sub-atomic power source given to the Plumbers by an alien race. they lose the keys to the villains, and attempt to route them at the Mount Rushmore base, where the Sub Energy is stored. However, they find that the Forever King, joined by a subordinate and the villains that raided the earlier bases, has beaten them to it. He dubs his team the Negative 10 and sets them upon the Tennysons. 
48 "Ben 10 vs. the Negative 10 (Part 2)" March 9, 2008 410
Ben, Gwen, and Max, along with Cooper, use the Plumbers' Mount Rushmore installation to mount a final stand against the Forever King's forces. Max discovers that the Forever King was once a plumber named Driscoll who was kicked out after hoarding alien technology. Despite their best efforts, they are unable to keep Driscoll from obtaining the Sub Energy. Driscoll uses the energy to enhance his armor suit and battles Ben, who is able to use Upchuck to digest the power source and destroy it safely (he obliterates the Mount Rushmore faces in doing so, however). 
49 "Goodbye and Good Riddance" April 15, 2008 408
In this non-canon episode, Ben returns home after the summer vacation ends, and is told by Max that he must keep the Omnitrix a secret. This is made more difficult with his classmates admiring the alien heroes that they've seen on the news, unaware that it is Ben himself. Initially disappointed, Ben gets the chance to use the Omnitrix when Vilgax attacks, yet again looking to take the device from Ben. All four Tennysons (Ben's father helps) fight off Vilgax's drones running amok in the city. When Vilgax appears again, easily fending off Ben, Ben's father suggests leading him into the underground gas line, which they ignite to incinerate the villain. Ben's secret is revealed to the public during the affair, and Gwen ends up transferring to his school. Just when it seems like everything is quiet, Dr. Animo shows up with a cadre of mutated animals, which Ben and Gwen get ready to fight. 


Ben 10: Alien Force Edit

EP# Title Airdate Prod. code
1 "Ben 10 Returns: Part 1" April 18, 2008 101
After Grandpa Max disappears, Ben and Gwen decide to finish his last job while searching for him. Magister Labrid, Max's alien partner, guides them to an arms trade between the Forever Knights and the DNAliens, brokered by Kevin Levin. Kevin is captured, but the Forever Knights escape with one of the weapons crates. Kevin, having not been paid, leads them to the Forever Knights' hideout, where they encounter a robotic dragon. 
2 "Ben 10 Returns: Part 2" April 18, 2008 102
Fleeing from the dragon, the group runs into an army of Forever Knights. In the ensuing confrontation, Magister Labrid is killed when he saves Kevin's life, and Kevin joins Ben and Gwen on their search for Max to repay that debt. After Ben, Gwen and Kevin track the weapons to a secret underground base, they discover an army of aliens, led by the Highbreed commander. Annoyed at being discovered, the Highbreed commander orders the termination of all life within a five-mile radius to eliminate any witnesses. In Ben's successful efforts to stop the commander, he learns that any damage he receives while transformed is inflicted upon his human form as well. 
3 "Everybody Talks About the Weather" April 26, 2008 103
The authorities arrest a half-human, half-Pyronite boy named Alan for arson and criminal damage. Alan is wearing a Plumber's badge, which the local sheriff triggers when he confiscates it. The badge signals Kevin's badge, which leads Ben, Kevin and Gwen to Alan. After a battle with Alan, Ben discovers that the DNAliens are responsible for the damage, having built a weather machine in the field. With Alan's help, Ben destroys the machine, and afterwards Ben offers Alan to come with him, Gwen and Kevin. Alan decides to stay, but offers to aid them whenever they need it. 
4 "Kevin's Big Score" May 3, 2008 104
Just when Ben and Gwen start to trust Kevin, he runs off with Max's RV, the Rustbucket, in hopes of trading it for alien technology. However, he is double-crossed by one of his old contacts and the Rustbucket is stolen. Before he can get it back, it is stripped for parts. Having been told that Vulkanus -- who he had double-crossed years ago -- is in possession of the alien device he seeks, Kevin tries to make a deal. Still bitter, Vulkanus has Kevin absorb a rare alien crystal, planning to use him as a living gem mine. He is rescued by Ben and Gwen and afterward reveals that the item he sought is a holo-viewer with another message from Grandpa Max, telling Ben that he will need to recruit a team. 
5 "All That Glitters" May 10, 2008 105
Ben, Gwen, and Kevin set out to locate the other Plumbers to recruit new members, and the first one on their list is a boy named Mike Morningstar. While Ben and Gwen are quick to trust him, Kevin remains suspicious (partly because of Gwen's liking to Mike Morningstar) particularly after they are attacked by a group of zombified school girls at the local power plant. Kevin's suspicions turn out to be valid, as it is Mike who is making the zombies, draining them of their lifeforce then commanding them to collect more power for him. When he does this to Gwen, he becomes nearly unstoppable, but Gwen is able to fight back and drains Mike's power in return, leaving him withered and powerless. 
6 "Max Out" May 17, 2008 106
Gwen's older brother, Ken, is missing and Gwen asks for Ben and Kevin's help to find him. In their search, the gang stumbles upon a Highbreed base that manufactures Xenocytes: facehugger-like parasites that mutate humans into DNAliens. Ken has been infected by one of the Xenocytes, but Ben is able to remove it with the help of the now-talking Omnitrix. With Ken in tow, the gang finds Grandpa Max inside the base. He explains that the Xenocyte eggs will be shipped across the country, and asks the gang to destroy them. While they comply, he sets about destroying the factory while searching for the egg-laying machine. The gang finds Max locked in battle with a Highbreed commander upon their return. In an act of self-sacrifice, Max uses an unfocused Null Void warp projector to destroy the Highbreed base. With his last words, he tells Ben to "Take it from here". Then everything, except Ben, Gwen, Kevin and Ken, is sent to the Null Void. In the aftermath, a group of disguised DNAliens are shown gathering surviving Xenocytes from the wreckage of the base. 
7 "Pier Pressure" May 31, 2008 107
Ben goes on a date with Julie at the local fair, but it is ruined when a dog-like Galvanic Mechomorph named Ship takes control of the rides and kidnaps Julie. Ben rushes to save her, accidentally revealing his secret to her. Julie, however, finds Ben's secret impressive, and assures him his powers are unique. Ship manages to lead Ben back to his ship, where its wounded owner is trapped. After freeing the Galvanic Mechomorph, it decides to leave Ship with Ben. On their walk home, Ship takes off after a passing truck. After Ship disappears, Ben and Julie walk home, holding hands. 
8 "What Are Little Girls Made Of?" June 7, 2008 108
Gwen learns where her powers come from when she meets her alien grandmother Verdona. Verdona offers to take Gwen back to her home planet, where she can learn to fully control her powers. When Gwen refuses, Verdona decides to destroy Gwen's body, releasing the energy being inside. After a short battle, Gwen firmly tells Verdona that she wants to stay on Earth and stay the way she is. Verdona accepts this and leaves, though she promises to check up on Gwen occasionally. 
9 "The Gauntlet" June 14, 2008 109
After Ben stands up to JT and Cash, and making Cash look stupid in the process, the two decide to wreck Kevin's car to repair their reputation. After pushing it down a cliff, the trunk is knocked open, and they make off with a laser-firing glove from a robot the group had defeated the previous night. When Cash puts the glove on, it begins to reform into the original robot around his body, compelling him to fight Ben. Ben is able to overpower Cash as Chromastone, and JT manages to convince Cash to fight the robot's influence, reverting it back into the glove. JT reconciles with Ben and walks away with Cash. 
10 "Paradox" July 5, 2008 110
A creature is roaming around an abandoned town, aging everything it touches at an accelerated rate. When Ben, Gwen, and Kevin investigate, they meet Paradox, a scientist from the 1950s who was sucked into the event horizon of his time-travel experiment. Displaced from time and space, Paradox has existed for 100,000 years and is able to move through time at will. However, the same mistake that rendered him ageless created the creature they seek. Ben realizes that the creature is not acting like a monster, but a confused person, and has Paradox take them back to the day of the accident. There, as Humungousaur Ben rescues Paradox's assistant, Hugo, nullifying the creature's existence. In the present, the now old Hugo joins Paradox in exploring time and space. 
11 "Be-Knighted" July 12, 2008 111
Kevin arranged a meeting for Ben with the Forever Knights, who need help in slaying a dragon they have kept captive underneath their castle for 1,000 years. Slaying the dragon is the very reason their organization exists. After a failed attempt, in which the dragon appears to be trying to communicate, they track it to a warehouse where its spaceship is being held. Ben fits the dragon with a translator as Spidermonkey so it can speak, and it reveals that it was a mapmaker before being captured. Angry after a millennium of imprisonment, the dragon arms itself to fight back. Ben convinces it to leave peacefully. Though the Knights believe to have lost their purpose, the news that a world full of dragons exists renews their pledge, as does their need to exact revenge on those who allowed it to return home. 
12 "Plumbers' Helpers" July 19, 2008 112
A pair of rogue plumbers, a female Kineceleran named Helen and a male Tetramand named Manny, kidnap Kevin, believing him to be an alien. After his rescue, the two sides work things out. After looking at a database of the aliens they captured and put into the Null Void, Ben realizes that some of them may have been Plumbers' kids. To make things right, the duo set out into the Null Void to rescue those they wrongfully imprisoned. 
13 "X = Ben + 2" August 31, 2008 113
The Incusion Emperor Milleous plans to destroy the Earth for kidnapping his daughter Attea. During their search, Ben uses the untested Alien X form to fix a broken dam. Though the task proves simple thanks to Alien X's reality-warping abilities, Ben finds himself locked in debate with the other two personalities inside the alien, unable to move or transform back without their consent. In the meantime, Kevin and Gwen have to protect Ben while trying to save the Earth. Ben, tired of the fruitless debate, demands to be transformed into another alien which can actually get the job done. He manages to save the Earth with Swampfire, but resolves never to use Alien X again. 
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14 1 "Darkstar Rising" Dan Riba Dwayne McDuffie October 10, 2008 201
After a Plumber setup to find out if the team has been masquerading as Plumbers, Ben, Gwen and Kevin are forbidden to fight against the Highbreed threat by Plumbers Magister Prior Gilhil. Ghilhil has doubts the Highbreed are even as much of a threat as they claim. Elsewhere, a mysterious powerful new enemy 'employs' a Highbreed to attack the team. Having also tipped off Gilhil, all three side are captured by the team's old enemy, Michael Morningstar, now calling himself Darkstar.
15 2 "Alone Together" Butch Lukic Charlotte Fullerton October 17, 2008 202
After an accident with a teleporter pod, Ben and a Highbreed officer named Reinrassic III are stranded on a desert planet called Turrawuste. The pair are forced to work together to fend off the dangerous predators on the planet while making their way to the routing station, much to Reinrassic's chagrin. As they make their way across the desert, the two save each other from danger several times from the violent native wildlife, even risking their own lives to do so. The night before they reach the routing station, a creature attacks them while they are resting, severing Reinrassic's right hand. This prompts Ben to transform into Swampfire to reattach it. However, Reinrassic does not take well to this, claiming Ben made him impure. When Ben goes to leave through the portal the next morning, he asks Reinrassic why he is choosing to stay back. Reinrassic says that he is doing so because his Methanosian right hand has rendered him impure by Highbreed standards, and that only pure Highbreed can continue with the invasion.
16 3 "Good Copy, Bad Copy[a]" Butch Lukic Stan Berkowitz October 24, 2008 203
A Galvan (Grey Matter's race) named Albedo builds his own Omnitrix and is permanently stuck in Ben's human form (since wearing the Omnitrix, Ben's DNA has become a default in the Omnitrix). Desperate to find Ben, Albedo resorts to destroying DNAlien hives and Forever Knight castles, demanding information on the teenage Omnitrix wearer. When Gwen and Kevin hear rumors of Ben causing all that damage without them, they're naturally suspicious of the real Ben, who has been studying for a physics test with Julie the entire time. Gwen and Kevin find "Ben" taking out another hive and stop him. When "Ben" answers Kevin's questions, his left eye begins to twitch, suggesting that he is lying. The real Ben comes soon after. The fake Ben reveals himself as Albedo, a Galvan, and the creator of the Omnitrix. When he demands the Omnitrix back, his left eye twiches again. Ben, thinking Albedo is a Highbreed, demands that he reveal his face. Albedo tells him this is not possible because he took on Ben's human form due to Ben's DNA being set as a default for the Omnitrix. Albedo transforms into Jetray and flies off to a computer factory, but Gwen tracks him with the mana he leaves behind. When they follow him there, Albedo sticks Gwen and Kevin to a wall with packing foam. Ben and Albedo continuously change forms as they fight. When both their Omnitrixes time out, Albedo makes one final plea to Ben to remove the Omnitrix. When Ben refuses, Albedo reaches out and attempts to punch Ben. As Ben steps aside, his Omnitrix locks with Albedo's. It sends out an energy pulse which turns Albedo's jacket red and his hair white. Azmuth teleports to the facility and tells the group that Albedo was his assistant who helped him build the Omnitrix. Azmuth takes away Albedo's Omnitrix, effectively trapping him in his human form, and sends him to a prison in the Null Void, where he plots his revenge and demands chili fries.
17 4 "Save the Last Dance" Dan Riba Amy Wolfram November 7, 2008 204
Gwen asks Kevin to take her to her school's dance, forcing a clueless Kevin to seek advice from Ben. However, Ben has his own problems as Big Chill is overriding the Omnitrix, and taking over his body with each transformation. Each time it occurs, Ben finds himself lying on a large metal structure which continues to develop each time he ends up there. Despite the fact that Julie helps him take note of his transformation into Jetray, he involuntarily hits the Omnitrix and turns into Big Chill. Ben has no recollection of the second transformation ever happening when Julie tells him in the morning. On the night of the dance, the group finds themselves following Big Chill out to the large metal structure. It bursts open, revealing a green goo inside. Several bubbles of goo emerge and inside of them are baby Necrofriggians. Kevin reveals that Necrofriggians reproduce asexually once every eighty years, meaning that it will be unlikely that Ben will ever have to go through this again. Big Chill sends off his children to live on the Necrofriggian homeworld, and Kevin jokingly calls Ben "Mom" when he turns back. Seeing that they missed their dance, Gwen and Kevin decide to do so out in the desert.
18 5 "Undercover" Butch Lukic Adam Beechen November 14, 2008 205
After trying to test a broken teleporter pod, the team decide to enlist the help of Cooper Daniels, the young boy who had helped the Tennysons in the past. Upon reaching his home, they discover a video of his capture by the DNAliens. They track him down to the abandoned military base Los Soledad, where Paradox built his time machine. They discover that the Highbreed have erected a cloaking field, built by Cooper over the area, concealing a huge, mysterious arch-like device.
19 6 "Pet Project" John Fang Len Uhley November 21, 2008 206
The Forever Knights scientist Dr. Joseph Chadwick sends Sir Morton to kidnap Ship so that the Forever Knights can use him to mass-produce a fleet of interstellar spacecraft with which to attack the homeworld of the alien dragon that escaped them. Morton attacks Ship, capturing the small alien. Ben arrives too late, and the team sets out to find the Knights. Assuming that the Knights have something to do with a medieval-themed track of houses, the team, joined by Julie, attempt to sneak into the main house to rescue Ship.
20 7 "Grounded" Dan Riba Jim Krieg November 26, 2008 207
While fighting one of the Highbreed, Ben's parents catch him transforming into Swampfire. Seeing as he comes home with a black eye, they forbid him from using the Omnitrix ever again for fear of him getting hurt. With Gwen and Kevin on the trail of a Highbreed plot, Ben tries to sneak out of the house as Echo Echo. Once Ben's parents see that he disobeyed their orders, they ground him. His various attempts to aid his allies by phone and by computer only results in Ben being forced to tell his parents about Gwen helping him, resulting in her suffering the same fate as her cousin, and leaving Kevin alone to find out what the Highbreed are up to.
21 8 "Voided" Butch Lukic Jim Krieg December 5, 2008 208
Helen and Manny use Gwen's powers to call on Ben's team to help deal with a dangerous foe in the Null Void: D'Void. Ben goes in alone, with Kevin and Gwen waiting on the other side to bring him back. Once inside, Ben is shocked to learn that "D'Void" is really his old enemy Dr. Animo, who has taken control of the Null Guardians and enslaved the inhabitants of the Null Void. Ben later encounters Grandpa Max, who was transported to the Null Void in "Max Out" and has been leading a resistance movement under the name of "The Wrench".
22 9 "Inside Man" John Fang Matt Wayne December 12, 2008 209
The team rescues a young man named Tyler, who stole the Oscillator Key for the Highbreed's hyperspace gateway from Los Soledad. He crashed the truck and suffered memory loss as he escaped. After being almost captured by the DNAliens in a small town, the team saves him and are forced to race the DNAliens to track down the device, resulting in a battle. The team is victorious, but they discover that Tyler is actually a DNAlien, having managed to resist the Xenocyte controlling him, and only looked human through the use of an ID Mask.
23 10 "Birds of a Feather" Dan Riba Stan Berkowitz March 24, 2009 210
An Arachnichimp (Spidermonkey's race), Simian, needs help in retrieving a crystal which is supposedly the symbol of the monarchy on his planet. The crystal is being kept in a base on the moon. Ben offers his help, but Kevin and Gwen are skeptical. In the midst of the battle, Ben discovers that Simian has been lying, and that the crystal is actually powering an intergalactic communications station. By stealing it, Simian will prevent Earth from calling for help against the upcoming Highbreed invasion.
24 11 "Unearthed" Butch Lukic Charlotte Fullerton March 25, 2009 211
A DNAlien mining operation under Los Soledad uncovers an alien spacecraft, from which a large alien creature is released. It wanders around the nearby town collecting random items, eventually attracting the attention of Ben, Gwen, and Kevin. After a short battle, they realize that the alien is in fact a baby girl. The alien perceives Gwen as an Anodite and hangs on her every word. Needing to return the baby to her parents, the team follows her back to her ship.
25 12 "War of the Worlds, Part 1" Dan Riba Dwayne McDuffie March 27, 2009 212
Paradox and Azmuth arrive on Earth to warn Ben of the approaching Highbreed fleet. Gwen and Kevin gather all the allies they've met (Alan, Cooper, Julie and Ship, as well as their enemy Darkstar) to counter the threat. Meanwhile, Azmuth reveals to Ben that the Omnitrix contains the DNA of every sentient species in the galaxy, 1,000,910 in total, and unlocks the Master Control so Ben can effectively combat the Highbreed.Omnitrix alien debuts: Cannonbolt, Murk Upchuck, Way Big
26 13 "War of the Worlds, Part 2" Butch Lukic Dwayne McDuffie March 27, 2009 213
The team has to get to the captain of the fleet, on the Highbreed head ship to stop the invasion. Ben, Gwen and Kevin quickly head to the captain of the fleet. The Highbreed commander and the team fight. The trio is then surrounded by a group of DNAliens, but are saved by Grandpa Max, Pierce, Helen, Manny, and one Null Guardian, who have regained control over the Null Void. Ben, Gwen, Kevin, Azmuth, and Ship as a spaceship head to the Highbreed's homeworld of Augstaka to confront the Highbreed Supreme after the commander tells them that he is the only one who can call off the war. When they get to Augstaka, they are captured. Ben escapes his confinement by transforming into Humungousaur when Azmuth reminds him the Master Control is still on. The team breaks out and confronts the Highbreed Supreme in person. Ben uses the Omnitrix to detect genetic damage in all the Highbreed. It sends out a pulse which attaches Omnitrix alien DNA to every Highbreed. The Highbreed Supreme is disgusted by Ben's action, and considers mass suicide as the species' only dignified exit. Before he can follow through, Reinrassic III comes in and tells the Highbreed Supreme that this genetic recombination has allowed their species to survive. Reinrassic, whose Methanosian DNA has grown further up his right arm, is otherwise unaffected by the genetic recombination. Seeing Reinrassic's firsthand knowledge of introducing additional DNA, the Highbreed Supreme steps down and names Reinrassic the new Highbreed Supreme. With this, Ben asks Reinrassic to call off the war, which he does. The two shake hands before they depart. Back on Earth, Gwen tells everyone that Darkstar escaped, to which Ben replies that they will find him later. Ben discovers that the Master Control got shut off. When he asks Azmuth how to turn it back on, Azmuth smiles and tells him to have fun figuring it out. He teleports away, leaving Ben free to try out a new alien that just emerged.

Season 3 (2009–10)[edit] Edit

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27 1 "Vengeance of Vilgax, Part 1" Dan Riba Dwayne McDuffie September 11, 2009 301
Vilgax begins by winning a Conqueror's Challenge and drains the powers of the champion who he defeats. He then heads to Earth in an attempt to get revenge on Ben. Meanwhile, Ben is seen acting more arrogant as he receives another medal for saving the universe, and is shown to have received many of them. He shows up late to a mission and Gwen and Kevin are angry at him. Psyphon shows up on Earth and summons Vilgax, who defeats Max and the other Plumbers. Kevin attempts to hack the Omnitrix despite a warning from Azmuth but is transformed into a combination of different metals and some of Ben's aliens escape the Omnitrix.
28 2 "Vengeance of Vilgax, Part 2" Butch Lukic Dwayne McDuffie September 11, 2009 302
Ben begins by recapturing the lost aliens of Chromastone, Spidermonkey, and Goop before taking on Vilgax. However, despite trying to use Jetray, Big Chill, and Humongusaur he is unable to defeat Vilgax. Gwen and Keving show up with Way Big, who Ben scans and attempts to transform into, but he becomes Chromastone instead. Vilgax smashes Chromastone and Psyphon picks up the Omnitrix, but then Ben reappears as Diamondhead and defeats Vilgax, saving the Earth.Omnitrix alien debuts: Diamondhead
29 3 "Inferno" John Fang Len Uhley September 18, 2009 303
Ben, Gwen, and Kevin discover that Vulkanus is planning to drill to the Earth's center.
30 4 "Fool's Gold" Dan Riba Eugene Son September 25, 2009 304
An alien asks Ben to help locate his missing best friend.
31 5 "Simple" Butch Lukic Stan Berkowitz October 9, 2009 305
Ben and the team travel to an alien planet to resolve a conflict between the inhabitants. Kevin finds the Argit has been selling the weapons from one side to the other after painting them a different color. A temporary truce occurs, but as Ben attempts to shake hands with the leaders of each side, one side takes offense and the war restarts. Then Ben kidnaps the leaders of each side to attempt to force another truce, but they escape after blinding Ben with a flashlight. Ben transforms into Way Big and accidentally breaks a statue of the planet's former leader. With both sides fighting angry at Ben, he flees the planet. Omnitrix alien debuts: Lodestar
32 6 "Don't Fear the Repo"

"Vreedle, Vreedle"

John Fang Charlotte Fullerton October 16, 2009 306
Ben and Kevin try to thwart repo-men sent to return Ship to his maker and appeal to a judge to rescind his ruling.
33 7 "Singlehanded" Dan Riba Marty Isenberg October 23, 2009 307
A bounty hunter who's after the Omnitrix sends Ben to the Null Void, but his left hand remains on Earth.
34 8 "If All Else Fails" Butch Lukic Adam Beechen November 6, 2009 308
Ben and the team have to thwart a Highbreed failsafe, which gets accidentally set off.
35 9 "In Charm's Way" John Fang and Rick Morales Peter David November 13, 2009 309
Charmcaster returns and gets Kevin to help her to defeat Gwen.
36 10 "Ghost Town" Dan Riba Nicole Dubuc November 20, 2009 310
Vilgax asks for Ben's help to take down Zs'Skayr who has taken over his planet.Omnitrix alien debuts: Ghostfreak
37 11 "Trade-Off" Butch Lukic Len Wein December 4, 2009 311
Kevin teams up with Darkstar to retrieve an artifact that could cure both of them.
38 12 "Busy Box" Rick Morales Jake Black December 11, 2009 312
Ben and the gang battle an alien's toy which proves to be very dangerous.
39 13 "Con of Rath" Dan Riba Len Uhley January 8, 2010 313
The Omnitrix malfunctions, turning Ben into a ruthless and aggressive alien while on an intergalactic peace mission.Omnitrix alien debuts: Rath
40 14 "Primus" Butch Lukic Charlotte Fullerton January 15, 2010 314
Ben and the gang get transported by the Omnitrix to a strange new planet where they encounter Vilgax.
41 15 "Time Heals" Rick Morales Len Uhley January 22, 2010 315
Gwen goes back in time to stop the Omnitrix experiment from ever happening while causing disasters in the present time.
42 16 "The Secret of Chromastone" Dan Riba Rich Fogel January 29, 2010 316
A sick Ben is happy to see an old friend Tetrax but finds out he has plans of his own.
43 17 "Above and Beyond" Butch Lukic Eugene Son March 12, 2010 317
The Plumbers' Helpers travel to a Plumber station to rescue Max from an insane, rampaging Ben.
44 18 "Vendetta" Rick Morales Len Wein March 19, 2010 318
Kevin decides to settle old scores with an escaped con.
45 19 "The Final Battle, Part 1" Dan Riba Dwayne McDuffie March 26, 2010 319
Vilgax and Albedo return and team up to kidnap Kevin and Gwen so that they can take down Ben.Ultimatrix alien debuts: Ultimate Humungousaur
46 20 "The Final Battle, Part 2" Butch Lukic Dwayne McDuffie March 26, 2010 320
Ben gives up the Omnitrix and overcomes seemingly impossible odds to defeat Vilgax, who has betrayed Albedo.Ultimatrix alien debuts: Ultimate Swampfire

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