When 10-year-old Ben Tennyson discovers a mysterious device, he gains the power to change into 10 different alien heroes, each with uniquely awesome powers.
-Season 1 – Complete Season-
10-year-old Ben Tennyson begins summer vacation with his 10-year-old cousin Gwen and his grandfather Max.
Ben overuses the watch and doesn't have any power left when Dr. Animo, a disgruntled scientist, brings creatures from the Natural History Museum in Washington, D.C. to life.
When Ben and Max go on a fishing trip with Captain Shaw, they encounter the Krakken that lives in the lake.
Ben and Max drive to a retirement center to visit Aunt Vera, but find out that evil alien shape-shifters called the Limax are kidnapping and replacing the elderly residents in order to devour them later.
Vilgax hires three alien bounty hunters, Kraab, Sixsix, and Tetrax, to retrieve the Omnitrix.
While in a tourist trap town called Sparksville, Ben plays a practical joke that accidentally unleashes Megawatt, small creatures made from electrical energy.
Straying from Max after an argument, Ben meets and befriends a boy named Kevin, who has the power to absorb any form of energy.
Ben as Four Arms reluctantly fights a female thief named Rojo, who injures Max.
While visiting a travelling circus, Ben fights an evil clown named Zombozo who is draining people's souls through their laughter.
Ben prevents a powerful sorcerer named Hex from stealing the Arkamada Book of Spells.
In a fit of stubbornness, the Omnitrix transforms Ben into Grey Matter and leaves him stuck in that form for far longer than normal.
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.
With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He contacts Ben in a dream, which worries Max.
-Season 2-
After the incident with Vilgax, Grandpa Max tells Ben and Gwen about his secret past. He really was a plumber, but not the garden variety version.
During a trip to Yellowstone National Park, Ben discovers a new alien on the Omnitrix: Cannonbolt, an armadillo 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.
When Ben wakes up one morning, he finds the Omnitrix missing from his arm.
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.
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, Galactic Enforcers, in order to stop them.
Distracted by Ben and Gwen quarreling, Max almost hits a young camper named Gilbert on the road.
EPISODE 11 ULTIMATE WEAPON
Ultimate Weapon 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 Organization, 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.
Tough Luck 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.
EPISODE 13 THEY LURK BELOW
They Lurk Below 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 doesn’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 threaten to destroy the whole resort. While the kids find a way to cooperate with each other to find the source the aliens want to retrieve as it turns out that it was a piece of their technology, Donovan himself learns a few lessons in how to bond better with his grandson.
EPISODE14 GHOST FREAKED OUTNEWLately, Ben has been having strange nightmares about Ghostfreak. During a tour of an academy 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.
EPISODE15 DR.ANIMO AND THE MUTANT RAY
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.
EPISODE16 BACK WITH A VENGENCE
Ben accidentally figures out the master-control of the Omnitrix, allowing him to become any alien just by thinking about it at will, 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 wins and 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 two 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
When Ben and Gwen forget about Grandpa Max's birthday cake, the two kids wind up bickering over who's to blame. But when a mysterious stranger appears out of nowhere and kidnaps Gwen, Ben follows her into a strange portal as XLR8. When the dust settles, Ben suddenly realizes where he is: the future, in a world where humans and aliens live peacefully. Ben, however, is taken aback when he learns that Gwen's captor is actually her own future self, an accomplished magician to boot. Future Gwen reveals that the current Ben is now a world-renowned hero with 10,000 different alien forms. But, upon meeting his future self, Ben realizes that the future Ben is all business and just can't relax, not even for his own family.
EPISODE 18 MIDNIGHT MADNESS
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. Using Ben, Sublimino is able to steal parts to make a much bigger hypnotism device, this time hypnotizing everyone in the mall including Gwen and Grandpa. But Ben escapes the hypno beam. Ben stops him as Wildvine and Sublimino is presumably arrested. Ben finds Sublimino's hypno watch and hypnotizes Gwen to feed him ice cream that ends up all over his head
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EPISODE 19 MERRY CHRISTMAS
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. All of holiday village is back to normal and all captured children have been returned and aged accordingly to where they were and aged to their correct ages as though they had never been taken. (For those of you familiar with the popular Japanese anime, Naruto: when Ben, Gwen, and Max see Elsgood (who is now aged into an old man), he's there with his 3 grandchildren, who resemble Konahamaru, Moegi, and Udon
EPISODE 20 SUPER HERO ALIEAN BUDDY ADVENTURE
Ben 10 Season 3 Episode 7 Super Alien Hero Super Alien Hero Buddy Adventures When a television show called Super Alien Hero Buddy Adventures, which stars corny cartoon versions of Fourarms, Heatblast, and Wildmutt, shows up, Ben gets angry and demands credit. 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.
Ben 10 Season 3 Episode 8 Under WrapsUnder Wraps 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 Female farmhand named Joan Maplewood tells Ben and Gwen of a mummy that had recently arrived in a flash of purple lightning, prompting 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 mummy flees in the confusion. Max discovers that the strange rock is an unstable chemical called “Corrodium,” which causes severe mutation in earthly organisms. The Tennysons track the mummy down to an ice cream factory, but end up in danger when the mummy proves to be invincible. In the resulting struggle, the mummy touches the Omnitrix and inadvertently adds its DNA, allowing Ben to use that form; however, the Omnitrix decides to transform Ben into Upgrade instead. Upgrade possesses a liquid nitrogen containment tank and sprays the mummy with the chemical, effectively freezing it. The family then flees the farm for fear of more manual labor.
EPISODE 22 THE UNNATURALS
Ben 10 Season 3 Episode 9 The Unnaturals The Unnaturals 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. The Tennysons foil the Squires’ plan and personally save the president. After they have left, Enoch appears, revealing the plan to be his own. He vows that the Tennysons will pay with their lives.
The Return A shuttle launch at NASA is interrupted by a purple lightning storm. This attracts the attention of Ben, Gwen, and Max, 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. Vicktor. Surveillance tapes associate him with the purple lightning storm, and he is quickly shown to be in cahoots with the two creatures. Ben, Gwen, and Max encounter the creatures again, in addition to Doctor Vicktor in his true form. Following a losing battle, the Tennysons split up: Max and Gwen board the space shuttle that Doctor Vicktor launches, and Ben follows Vicktor as XLR8. The mummy’s onboard the space shuttle, and Vicktor sends the werewolf to New Mexico in a flash of purple lightning through use of a teleportation device. But as Ben confronts Dr. Vicktor, the scientist reveals that he is not carrying out his own plan. Vicktor revives his master: Who to Ben’s horror, is revealed to be, Ghostfreak.
EPISODE 24 BE AFRAID OF THE DARK
Be Afraid of the Dark Ben is now facing both a revived Ghostfreak and Doctor Vicktor, quickly transforming into Grey Matter to escape. Grey Matter 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.
The Visitor Two snowmobilers accidentally release an alien named Xylene from a strange container. Xylene locates the Omnitrix and attacks Ben, under the impression that he had stolen it. However, when Max comes to defend, the two recognize each other as old friends. Xylene and Max reminisce later that night. As Wildvine spies on them, Xylene asks Max to leave Earth and travel through the Universe with her. Distraught, Ben runs back to the campsite, where he is unable to ward off an attack by one of Vilgax’s remaining drones and has to rely on Max and Xylene for help. There, 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. Ben runs off in shock and Gwen follows. The drone attacks again and captures Max.
EPISODE 26 DIVIDED WE STAND
Dr. Animo has just escaped from prison with the help of a mutated seagull, plotting to get revenge on Ben once again, who is at the beach with Gwen and Max. Ben is being impulsive as no one will play with him, until he is confronted by Animo's seagull. During the fight, Ben discovers a new alien on the Omnitrix, Ditto, who has the power to multiply at will. Ben manages to drive of the seagull and enjoys playing as his multiple ditto copies. However one of Ben's Ditto clones is captured by Animo himself, 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.
EPISODE 27 DONT DRINK THE WATER
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 Hector, 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.
EPISODE 28 BIG FAT ALIEN WEDDING
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.
EPISODE 29 BEN 4 GOOD BUDDY
Ben 4 Good Buddy 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.
EPISODE 32 GOODBYE AND GOOD RIDDANCE
Ben returns home after summer vacation ends and Max told that he must keep the Omnitrix a secret. This is made all the more difficult by Ben's classmates who admire Ben's alien heroes while completely oblivious to Ben being them. Initially disappointed, Ben gets the chance to use the Omnitrix when Vilgax attacks, looking to take the Omnitrix 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 and Gwen ends up transferring to his school. Just when it seems like everything is quiet, Dr. Animo shows up with a mob of mutated animals, which Ben and Gwen get ready to fight
