List of Ben 10: Alien Force episodes

List of Ben 10: Alien Force episodes: This is a list of episodes in the American animated television series Ben 10: Alien Force. A total of 46 episodes have been produced and aired. ^[1] At the 2008 Comic Con, series producers revealed the show was picked up for a third season. The third season was revealed to have 20 episodes (instead of the usual 13) on story editor/executive producer Dwayne McDuffie's forum. Originally, series producers Dwayne McDuffie and Glen Murakami designed the first 26 episodes to be the first season. Cartoon Network, without their consent, split the order into the first two seasons.^[2] The pilot of the series set a record as the most-watched original series premiere in Cartoon Network history among various young age groups according to preliminary data from Nielsen Media Research. The one-hour premiere also scored as the highest-rated telecast of the day on both cable and broadcast among similar age groups.^[3]

Contents

1 Episode list

1.1 Season 1: 2008

1.2 Season 2: 2008-2009

1.3 Season 3: 2009-2010

1.4 Australia (Region 4)

2 See also

3 References

4 External links

Episode list

Seasons Episodes First air date Last air date Main antagonist

1 13 April 18, 2008 August 31, 2008 DNAliens

2 13 October 10, 2008 March 27, 2009 Highbreed

3 20 September 11, 2009 March 26, 2010 Vilgax

Season 1: 2008

EP# Title Director Writer(s) Airdate Prod. code

1-2 "Ben 10 Returns" Dan Riba, Butch Lukic Dwayne McDuffie April 18, 2008 (2008-04-18) 101-102

After Grandpa Max disappears, Ben and Gwen decide to finish his last job while searching for him. While trying to decide whether to use the Omnitrix again, they meet Magister Labrid, Max's alien partner. He 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.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 DNAliens, 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" Dan Riba Dwayne McDuffie April 26, 2008 (2008-04-26) 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" Butch Lukic Matt Wayne May 3, 2008 (2008-05-03) 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 named Argit 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 called Taedenite, 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" Dan Riba Bob Goodman May 10, 2008 (2008-05-10) 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 Michael Morningstar. While Ben and Gwen are quick to trust him, Kevin remains suspicious (partly because of Gwen's liking to Michael) 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 Michael who is making the zombies, draining them of their lifeforce then commanding them to collect more power for him. Michael becomes nearly unstoppable when he drains Gwen's powers, but she is able to fight back and drains Michael's power in return, and is then attacked by the school girls, leaving him withered and powerless.

6 "Max Out" Butch Lukic Jim Krieg May 17, 2008 (2008-05-17) 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: headcrab-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 voice-automated 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 and everyone, 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" Dan Riba Len Uhley May 31, 2008 (2008-05-31) 107

Gwen tells Ben to go to the pier with Julie. Ben listens to Gwen, because she is his favorite cousin, and goes. Ben goes with Julie at the pier, but it is ruined when a dog-like Galvanic Mechomorph named Ship takes control of the rides and kidnaps Julie. 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, Baz-L is trapped. After freeing Baz-L, he decides to leave Ship with Ben. But soon after Baz-L leaves, Ship leaves Ben and Julie, chasing down a truck.

8 "What Are Little Girls Made Of?" Butch Lukic Matt Wayne June 7, 2008 (2008-06-07) 108

Gwen learns where her magical abilities and powers come from when she meets her paternal alien grandmother Verdona, who is an energy being known as an Anodite.Verdona offers to take Gwen back to her home planet, Anodyne, where she can learn how to reach the full and maximum potential of her powers (which would require seventy-five years).Gwen tells Verdona that she cannot leave her friends, she remembers the days with Ben , Kevin and kissing boys. When Gwen refuses, Verdona, in her true Anodite form, decides to destroy Gwen's human body, thus releasing the Anodite 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 to see how she is doing.

9 "The Gauntlet" Dan Riba Bob Hoegee June 14, 2008 (2008-06-14) 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 gauntlet from a Techadon Robot the group had defeated the previous night. When Cash puts the gauntlet on, it begins to reform into the original Techadon 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 Techadon's influence, reverting it back into the gauntlet. JT reconciles with Ben and walks away with Cash.

10 "Paradox" Butch Lukic Jim Krieg July 5, 2008 (2008-07-05) 110

A creature is roaming around the abandoned town of Los Soledad, 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" Dan Riba Stan Berkowitz July 12, 2008 (2008-07-12) 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 he is an alien mapmaker, but was captured by the Forever Knights. 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" Dan Riba Len Uhley July 19, 2008 (2008-07-19) 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" Butch Lukic Matt Wayne August 31, 2008 (2008-08-31) 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 vastly strong and powerful reality-warping capabilities, Ben finds himself locked in endless debate with the other two separate personalities, Bellicus and Serena, 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 from the double-crossing Attea and Sevenseven. 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 as Swampfire, but resolves never to use Alien X again, as it is not worth the price.

Season 2: 2008-2009

EP# Title Director Writer(s) Airdate Prod. code

14 "Darkstar Rising" Dan Riba Dwayne McDuffie October 10, 2008 (2008-10-10) 114

Ben, Gwen, and Kevin are forbidden to fight against the Highbreed threat by Magister Prior Ghilhil of the Plumbers, who doubts the Highbreed are even as much of a threat as they claim. However, all three sides find themselves working together when Michael Morningstar, now calling himself Darkstar, captures all but Gwen, who manages to escape during fight, to feed his powers. With the help of the DNAliens, Gwen frees her friends. All of them finally defeat the Darkstar. As Michael is captured, the Highbreed Lord and the DNAliens manage to escape. In gratitude, Magister Ghilhil makes the team honorary Plumbers so they can defend the Earth legally and help the world.

15 "Alone Together" Dan Riba Charlotte Fullerton October 17, 2008 (2008-10-17) 115

After an accident with a teleporter pod, Ben and a Highbreed officer named Reinrassic III are stranded on a desert planet called Turrawuste that acts as a routing station for the teleporter. 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, even risking their own lives to do so. After reaching the teleporter pod, Reinrassic stays behind, having deemed himself contaminated by Ben and thus a risk to the purity of his species.

16 "Good Copy, Bad Copy" Butch Lukic Charlotte Fullerton October 24, 2008 (2008-10-24) 116

A Galvan (the race that created the Omnitrix and gave Ben the form of Grey Matter) 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, according to Albedo). Now, because they share DNA, they can change into the same forms as each other. Azmuth arrives after both Ben and Albedo's Omnitrixes become attached, permanently damaging Albedo's human form. Azmuth removes the face plate of Albedo's Omnitrix, ensuring his human form is both a punishment and a prison for proving himself as a lesser being. Albedo is teleported to a Plumber prison while Azmuth says to Ben that he was the one to use the Omnitrix for good, not evil.

17 "Save the Last Dance" Dan Riba Amy Wolfram November 7, 2008 (2008-11-07) 117

Gwen forces 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 takes over his body with each transformation and starts trying to eat every metal object in sight. Joined by Julie, Gwen and Kevin manage to subdue Big Chill, only to discover that Big Chill was only building a nest for eggs he had laid. The eggs hatch into infant Necrofriggians, and Kevin teases Ben about being a "mother." Julie takes Ben home on her scooter, while Gwen and Kevin miss the dance, and decide to dance to the music in Kevin's car.

18 "Undercover" Butch Lukic Adam Beechen November 14, 2008 (2008-11-14) 118

Kevin, Gwen and Ben destroy a teleporter they were working on and need help repairing it. Kevin suggests Cooper, the young boy who had helped the Tennysons in the past. Unfortunately, Cooper has been kidnapped by the DNAliens. They track him to the abandoned military base in 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 mysterious arch-like device. They free Cooper and have him destroy the cloaking generator, during which he has visions of the arch acting as a gateway for a fleet of ships and the Earth being destroyed. Despite destroying the generator, the Highbreed manage to repair it and continue their operations unhindered.

19 "Pet Project" Butch Lukic Matt Wayne November 21, 2008 (2008-11-21) 119

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. Joined by Julie, who has been taking care of Ship, Ben, Gwen and Kevin mount a raid on the Forever Knights' stronghold to rescue him. Though Chadwick is using a control device to make Ship obey him, Julie is able to convince Ship to resist. The Forever Knights' stronghold is destroyed and the group now has access to a spaceship since Ship can transform into the vehicle the Forever Knights had hoped to mass-produce.

20 "Grounded" Dan Riba Jim Krieg November 28, 2008 (2008-11-28) 120

While fighting one of the Highbreed, Ben's parents catch him transforming into Swampfire. They forbid him from using the Omnitrix ever again, forcing Kevin and Gwen to fight the DNAliens by themselves. After trying to sneak out as Echo Echo, Ben's parents do what they think is best for their son's protection and safety, by grounding him. His various attempts to aid his allies, only results in him being forced to spill the beans about Gwen, resulting in her suffering the same fate as her cousin, and leaving Kevin alone. Kevin's trouble with the DNAliens results in Ben making a final attempt to persuade his parents to his cause, saying that if he does not help Kevin, it would be against everything they ever taught him, and so escapes as Humongousaur nonetheless. After a short battle aboard a small freighter carrying a rare isotope which the DNAliens plan on using, Ben's parents come to the rescue, admitting that they are proud of Ben and understand what he needs to do.

21 "Voided" Butch Lukic Jim Krieg December 5, 2008 (2008-12-05) 121

Helen and Manny call on Ben 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. Using them as slave labor, he has built a machine to drill through the dimensional wall, hoping to bring his army to Earth. With the help of Grandpa Max, who was transported to the Null Void in Max Out, Helen, Manny, Pierce, and a small force of rebels he has gathered, Ben manages to destroy the drilling machine as Big Chill and defeat Dr. Animo. Gwen opens a portal back to Earth for Ben, but Grandpa Max cannot join them yet as things have to be set right in the Null Void first.

22 "Inside Man" John Fang Matt Wayne December 12, 2008 (2008-12-12) 122

The team rescues a man named Tyler, who stole the Oscillator Key for the Highbreed's hyperspace gateway. He crashes his truck and suffers memory loss as he escapes. Both the DNAliens and the team 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. More DNAliens arrive to reclaim the Oscillator Key, capturing Tyler during the struggle. Ben opts to save Tyler instead of retrieving the Oscillator Key, and uses the Omnitrix to restore him to human form. As the DNAliens escape, the four now know their plan and prepare to take action.

23 "Birds of a Feather" Dan Riba Stan Berkowitz March 24, 2009 (2009-03-24) 123

The prince of the Arachnachimps (Spidermonkey's race), Simion, needs help in retrieving a crystal which is 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 Simion has been lying, and that the crystal is actually powering an intergalactic communications station. By stealing it, Simion will prevent Earth from calling for help against the Highbreed invasion. Ben tricks Simion into stealing a worthless acid dispenser instead, resulting in Simion having a very unpleasant encounter with the Highbreed that employed him.

24 "Unearthed" Butch Lukic Charlotte Fullerton March 25, 2009 (2009-03-25) 124

A DNAlien mining operation uncovers an alien spacecraft, from which a large, alien is released. She 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 a baby. She 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. After defeating the DNAliens, the team wakes the baby's parents, who depart the planet after Ben explains that they've been in stasis for fifty years.

25-26 "War of the Worlds" Dan Riba, Butch Lukic Dwayne McDuffie March 27, 2009 (2009-03-27) 125-126

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, over one million in total, and unlocks the Master Control so Ben can effectively combat the Highbreed. This includes three of his old aliens: Cannonbolt, Upchuck and Way Big. With Ben as Cannonbolt, the team converge on the Highbreed hyperspace jump gate in an effort to prevent the fleet from arriving, but the attack only provokes the Highbreed in charge to summon the fleet ahead of schedule. To try and stop the fleet coming through, the team with Ben as Upchuck attempts to destroy the hyperspace jump gate but it does not work. Ben then turns into Way Big, and tries to rip down the gateway, it starts to work but as the Highbreed in charge now pre-emptively activates the gate, it initiates and knocks him down.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, and Gwen releases her dormant Anodite form for the first time, but returns to her normal form. The trio is then surrounded by a group of DNAliens, but are saved by Grandpa Max, Pierce, Helen and Manny plus 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 to confront the Highbreed Supreme with Ben as Brainstorm being the pilot. The Highbreed Supreme refuses to recall the fleet, and Azmuth reveals that the Highbreed's obsession with genetic purity has resulted in sterility in their species: they intend to cleanse the galaxy of all life in retaliation. Using the Omnitrix, Ben sends out an energy wave that reprograms the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. Stunned and horrified at the loss of the genetic unity, the Highbreed Supreme immediately consider suicide as their only honorable option, but Reinrassic III, who has returned, convinces his race that their new impurity is desirable, and the fleet is recalled. Max decides to take in Ben's recruits (all except Darkstar, who ran off) and train them. As a side effect of reprogramming the Highbreed genetic damage, Ben finds the Master Control has been reset, leaving him with brand new aliens as well as his old ones.

Season 3: 2009-2010

EP# Title Director Writer(s) Airdate Prod. code

27-28 "Vengeance of Vilgax" Dan Riba, Butch Lukic Dwayne McDuffie September 11, 2009 (2009-09-11) 301-302

Vilgax resurfaces with a new army and new and stronger powers. Under the Galactic Code of Conduct, he challenges the greatest champion of each world he visits to single combat, the prize being that champion's planet. Each time he defeats a champion, he absorbs their powers. With the strength of ten heroes at his disposal (including Ultimo's), Vilgax heads to Earth and challenges Ben, giving him 24 hours to prepare. In order to gain a sporting chance, Ben attempts to unlock the Omnitrix's Master Control, despite Azmuth's warnings. Ben attempts to unlock the Omnitrix, causing an overload, releasing the base forms for Chromastone, Spidermonkey, Goop, and Way Big. Kevin is also trapped in a mutated metal/rock/wood/crystal form by the energy release. Ben, Gwen and Kevin set out to recapture the four released forms under the orders of a very disappointed Azmuth who tells Ben he won't help him again. They are able to capture three of the four, but Way Big is too far away to reach in time. Ben leaves to fight Vilgax while Gwen and Kevin retrieve Way Big. The battle goes badly for Ben at first, as Vilgax's powers and wide array of weapons are able to overcome his alien forms. When Gwen and Kevin return with Way Big, Ben attempts to use the form, only to end up as Chromastone instead. Vilgax destroys Chromastone, but Ben regenerates from the remains into Diamondhead. Using Diamondhead, Ben easily defeats Vilgax. Vilgax is banished from Earth and never allowed to return, but promises to get his revenge somehow.

29 "Inferno" John Fang Len Uhley September 18, 2009 (2009-09-18) 303

Ben, Gwen, and Kevin are sent to investigate an attack by Pyroxivors (a race of subterranean alien cattle) on a oil drilling operation. Deep underground, they discover the humanoid mole-like alien named Moldywarp, their owner. He explains that the creatures were driven above ground by Vulkanus, who has been secretly drilling into the Earth's depths. He plans to drop a bomb into the earth's core, thereby raising the temperature of Earth to match that of his home planet. Ben manages to stop the bomb before it can reach the core, and Moldywarp uses his cache of explosives to seal the cavern permanently.

30 "Fool's Gold" Dan Riba Eugene Son September 25, 2009 (2009-09-25) 304

A species of humanoid Pygmy Goat-like aliens come to Earth for a Popcorn Festival in Walton. These aliens feed on popcorn and produce solid gold poop, which keeps the town running. Ben, Gwen, and Kevin are called in by one of the aliens named Orb, who has lost track of his friend, Decka. Mayor Coleman has kidnapped Decka in hopes of having a constant supply of gold, but when he feeds the alien meat, he morphs into his primal form that will multiply uncontrollably if it absorbs enough energy. After being told that the species cannot digest silicon, Ben sacrifices himself by feeding Decka an army of Echo Echos, causing him to vomit up everything he ate, including Ben, and return to normal. He and Orb then leave in their ships, with an angry Decka stating that he will tell everyone what Mayor Coleman did to them and they will never come back. Kevin gives Gwen a locket to remember his human form by before the accident. Though Gwen assures him that she does not care what he looks like, Kevin is adamant in his self-loathing.

31 "Simple" Butch Lukic Stan Berkowitz October 9, 2009 (2009-10-09) 305

After receiving a message from a five-year-old alien named Probity, Ben convinces Kevin and Gwen to help end a war on the child's home planet. The two sides are bent on war, however; even kidnapping & threatening the respective generals fails. Ben transforms into Way Big so he may speak to the entire planet at once, but inadvertently worsens the situation when he accidentally destroys the planet's hero's statue. This ironically unites the entire planet in its hate for Ben. Meanwhile, Kevin who has been selling weapons to either side, along with Argit, decides to run with the profits he has made but is instead forced to leave the money behind. The money is discovered by Probity (who was dissatisfied with Ben's attempts to stop the war).

32 "Don't Fear the Repo" John Fang Charlotte Fullerton October 16, 2009 (2009-10-16) 306

Rhomboid and Octagon Vreedle are hired to return Ship to his "parent" Baz-L. Ben and Kevin travel to Coda to dispute Baz-L's claim to Ship while Gwen and Julie, with Ship as a Galvanic Mechomorph suit for her, stay behind to hold off the Vreedle Brothers. Ben convinces Judge Domstol to rule in his favor and they arrive on Earth in time to save Ship and defeat the Vreedle Brothers. Despite his reluctance, Baz-L accepts that Ship belongs to Julie now.

33 "Singlehanded" Dan Riba Marty Isenberg October 23, 2009 (2009-10-23) 307

A alien bounty hunter named Sunder attempts to remove the Omnitrix from Ben. His energy axe reacts with the Omnitrix, sending Ben into the Null Void but with his left hand still on Earth, connected by a dimensional rift. Ben's hand, acting of its own accord, locates Julie, who takes it to Gwen and Kevin. While Kevin works to reunite Ben with his hand, Julie and Gwen hold off Sunder. They use the hand to fight off Sunder while Kevin builds a device to return Ben to Earth. In a twist of irony, Ben is brought back on Earth while his hand is sent to the Null Void. Using Sunder's axe in combination with his own device, Kevin restores Ben and Sunder is sent to the Null Void.

34 "If All Else Fails" Butch Lukic Adam Beecham November 6, 2009 (2009-11-06) 308

An earthquake wakes a Highbreed officer, who was put into stasis and only to be awakened if the Highbreed lost the war. Under his orders, he triggers a weapon of last resort meant to destroy Earth. Mind-controlling seeds take over Grandpa Max and four others, using Max as the brain for a living bomb that will end all life on the planet. The Highbreed officer refuses to believe Ben's claims of peace, and won't divulge how to stop the creature. While Gwen and Kevin try to slow it down, Ben enlists the aid of Reinrassic III to get the Highbreed officer to cooperate. Unable to stop the monster from the outside, Ben, Gwen, and Kevin sneak inside the monster to destroy it within. They manage to save the humans being used as its brain and the Highbreed officer sacrifices himself to dispose of the creature safely.

35 "In Charm's Way" John Fang & Rick Morales Peter David November 13, 2009 (2009-11-13) 309

Kevin is upset by his inability to change back to human form and he vents his frustration by blaming Gwen for her inability to help. Charmcaster, seeking to steal Gwen's powers, charms Kevin to trick her into walking into a trap. Despite discovering the ruse and coming prepared, Gwen is still drained of her power. Kevin tricks Charmcaster into returning to Ben and Gwen, allowing Gwen to reverse the spell and regain her powers. Gwen then sucks Charmcaster into a magical vortex. After being drenched with a smoothee, Kevin cleans off in a lake, once again blaming Gwen for his inability. Angry with Kevin, Ben informs him that Gwen has been devoting all of her spare time to try and find a cure for his condition, leaving Kevin shocked and ashamed.

36 "Ghost Town" Dan Riba Nicole Dubuc November 20, 2009 (2009-11-20) 310

Vilgax springs Ghostfreak from his prison for the secrets of the Omnitrix, but Ghostfreak betrays him and starts to possess the people of Vilgaxia, Vilgax's home planet. After his battle with Ghostfreak, Vilgax returns to Earth to seek Ben's help. Ben, Gwen, Kevin, and Vilgax travel to Vilgaxia to stop him. Ben comes up with a plan for Ghostfreak to possess his body so his DNA will return to the Omnitrix, but Ghostfreak takes over Ben. Just when Ghostfreak is about to take over Vilgax's body as well, he hits Ghostfreak with a explosion of light, weakening Ghostfreak to the point where Ben could control him again.

37 "Trade-Off" Dan Riba Len Wein December 4, 2009 (2009-12-04) 311

Kevin and Darkstar (Michael Morningstar) set aside their differences to find an alien artifact called the Dominus Librium which can cure their respective conditions. It works, making them both powerless humans. Michael keeps the artifact. Gwen finds out about Kevin's alliance with Michael and confronts Michael about it, only to discover that he planned for her to do so. Using the Dominus Librium, he steals her powers, then Ben's when he and Kevin come looking for her. Kevin, despite being powerless, manages to grab the Dominus Librium, shattering it and returning both himself and Darkstar to their previous forms. Darkstar escapes, promising revenge.

38 "Busy Box" Rick Morales Jake Black December 11, 2009 (2009-12-11) 312

Ben, Gwen, and Kevin find a curious alien box called the Naljian Destructor, which can robotically duplicate anything and anyone it sees. It quickly copies the powers of Ben, Gwen, and Kevin as they attempt to destroy it. The Vreedle Brothers then show up to take the Destructor for themselves. As it has already learned to copy the trio's powers and sees them as enemies, they escape easily. However, the Vreedle Brothers return in short order as the Destructor has become uncontrollable and much more destructive. They try to leave it on Earth, but it blows up their ship when they try to retreat. After a long battle, the trio manages to remove its power source. As soon as it's neutralized, an alien arrives to reclaim it, explaining that it is merely an extra-dimensional children's toy.

39 "Con of Rath" Dan Riba Len Uhley January 8, 2010 (2010-01-08) 313

Zaw-Veenull, a Luoadan Ambassador asks Ben to deliver their Crown Prince Tiffin to Jarret in order to keep peace between the two species. Shortly after their trek begins in space, the Omnitrix malfunctions and turns Ben into an Appoplexian named Rath who wants to fight anything that breathes. The worst part is that Rath can't change back into Ben. Rath keeps picking a fight across the galaxy with anyone who crosses their paths and things don't look good as they approach the Pantaphage homeworld on a mission of peace. During their trek the team encounter's various villains they've faced in the past [Argit, the Vreedle Brothers (clones of the originals), Vulkanus, and the Incursions]. When they finally reach Pantaphage, they discover that Tiffin is a meal for Jarret after which Rath jumps down his throat, rescues the Tiffin and threatens Jarret to never attack the Luoadans. After returning the Tiffin, Kevin revealed that the Tiffin was the one who was causing the malfunction, which has Ben about to beat up Kevin as Rath.

40 "Primus" Butch Lukic Charlotte Fullerton January 15, 2010 (2010-01-15) 314

In the middle of a fight with another Techadon Robot, Ben, Gwen, and Kevin are unexpectedly transported by the Omnitrix to an alien planet called Primus. They soon discover that the planet is actually created by Azmuth, for it contains all the DNA samples from every life form in the galaxy. They soon learn that Vilgax is there to stop the Omnitrix from its source and that the Omnitrix's fail-safe program brought them there to defend the planet. Azmuth attempts to stop Vilgax, but loses and Ben is captured along with Kevin and Gwen. Ben offers to teach Vilgax about the Omnitrix if he lets Gwen and Kevin go. He turns Vilgax into Goop, shuts off Goop's artificial gravity projector and removes the Omnitrix from his immobile body. Ben then uses Way Big to throw a giant Vilgax (caused by the Codan stream) off the planet and, though it doesn't make up for damaging the Omnitrix, Azmuth "thanks" Ben by letting him keep it.

41 "Time Heals" Rick Morales Len Ulhey January 22, 2010 (2010-01-22) 315

Gwen, as Lucky Girl, steals the Arcamada Book of Magic from Hex's mansion that allows her to travel back in time so she can stop the Omnitrix from overloading back in Vengeance of Vilgax. Paradox intervenes just before she casts the spell, trying to convince her that time traveling has consequences. Despite Paradox's warning, Gwen went back in time . When she returns to the present, she learns from Paradox that she was killed by Charmcaster, Ben was defeated by Hex, and Kevin's been made into a rock-skinned slave of Charmcaster. Paradox stated that Gwen interfering in the past kept them from being strong enough to stop Hex. She then breaks into Hex's mansion and finds an injured Ben. Ben buys Gwen time and Gwen activates the time spell again. This time she convinces both her past selves not to interfere and wipes the memory of the Gwen that belongs in that time period. The two time traveler Gwens go home and the present Gwen takes the present Ben and present, monstrous Kevin to Mr. Smoothie's. On the way, the gang run into Paradox again who says, "Everything is fine."

42 "The Secret of Chromastone" Dan Riba Rick Fogel January 29, 2010 (2010-01-29) 316

When Ben gets sick, he's pleased to see an old friend, Tetrax, but is caught off guard when Tetrax demands Ben give him Chromastone. Tetrax tries to changes Ben into Chromastone, but instead changes into Diamondhead. Ben doesn't even have a chance to explain what happened to Chromastone when Tetrax attacks him demanding that he be handed over. Tetrax shatters Diamondhead and reveals Chromastone inside. Chromastone soon flies to Petropia, Tetrax's homeworld. Tetrax soon explains about why he needs Chromastone. He tells Ben, Gwen, and Kevin about Chromastone being the only one to save Petropia with a crystal. Ben's situation gets worse when Vilgax shows up and it is learned he is after the crystal. Ben, Gwen, Kevin, and Tetrax fight Vilgax until Kevin accidentally tells Vilgax what's going on. Vilgax flies to Petropia, while Ben, Gwen, Kevin and Tetrax go pursue him aboard Tetrax's ship. Vilgax soon arrives to Petropia and fights Chromastone, grabs the crystal off of him and flies back to Vilgaxia. Chromastone grows another crystal which Ben uses to finish the procedure of saving Petropia.

43 "Above and Beyond" Butch Lukic Eugene Son March 12, 2010 (2010-03-12) 317

Max sends a message to the Plumbers' Helpers when Ben is attacking Max at a space station. Alan, Helen, Manny, and Pierce arrive to the space station and plan to stop Ben. Pierce suggests they work and stay together, but no one listens. Helen, the first to leave the group, finds Ben, but is defeated by Echo Echo. Later the team splits into two. Alan and Pierce get separated and Pierce ends up getting attacked and beaten by Goop. Later, Manny and Helen get separated and get attacked and beaten by Rath. Helen, Manny, and Pierce regroup and try to find Alan. Alan soon finds Ben where he is attacked by Big Chill. Pierce, Manny, and Helen rescue Alan and try to beat Ben, but he manages to escape. Pierce suggests they work together and attack as a team. Soon they find Ben, who goes Humongousaur at full size and fights the Plumbers' Helpers. They soon suggest to attack Ben at once and throw Humongousaur into space. Because Humongosaur's weight threw off the balance of the ship's gravity control backup systems, they realize the ship is crashing to London, so they sacrifice themselves for Earth by self-destructing the ship, but it doesn't explode. Max and Ben reveal that it was all a test, except the part with the space station crashing to London, and that they're soon heading to the Plumbers' Academy.
NOTE: Gwen and Kevin are mentioned in this episode but don't appear - the first time in Alien Force.

44 "Vendetta" Rick Morales Len Wein March 19, 2010 (2010-03-19) 318

A deadly criminal known as "Ragnarok" breaks out of the Null Void, and begins a search for a mysterious key. Meanwhile, Kevin returns home to find his house ransacked with his mom, who confesses the truth about Ragnarok. Kevin then asks Ben and Gwen if they know anything about Ragnarok, and when they tell him they don't he tells them to stay out of the situation. The two, now concerned, ask Grandpa Max if he knows anything about the escape. He confesses to having a partner named Devin, who risked his life to stop Ragnarok several years ago. His partner's full name was none other than Devin Levin, Kevin's father. Ben and Gwen track Kevin with his Plumber's badge and together, they force Ragnarok to flee. Gwen then helps Kevin find the "key" which is revealed to be disguised as a picture frame of a younger Kevin and his father, but Ragnarok steals it, then teleports to his ship. Ben, Gwen, and Kevin manage to transport themselves via the same signal, but before they find Ragnarok, Kevin tricks the other two to get into an escape pod. With Ben and Gwen descending down to Earth, Kevin can now exact his vengeance without interference. He and Ragnarok battle, while Kevin causes the entire ship to destabilize into a vortex. Ragnarok begs Kevin to save him, stating that his father would too. Despite his desperation, Kevin merely takes his key and deliberately allows him to get sucked into the vortex.

45-46 "The Final Battle" Dan Riba & Butch Lukic Dwayne McDuffie March 26, 2010 (2010-03-26) 319-320

Albedo steals the incomplete Ultimatrix (a new device which Azmuth is working on) from Azmuth's lab and completes it. He tries revert to his old form but he is not able to, for he needs the Omnitrix. Soon Vilgax proposes that the two of them should take revenge on Ben. Myaxx warn Azmuth of the Ultrimatrix's disappearance. Meanwhile, Ben is captured by an old enemy, Kraab. Gwen and Kevin, along with Ship, take flight to rescue Ben, while in the process destroys Kraab's ship, and rescuing Kraab as well. Later, Albedo defeats and captures Kevin (as Diamondhead) and Gwen (as Swampfire) and fails to defeat Max as Spidermonkey so runs away as Rath. Max goes to Ben's house and Albedo appears on his TV, blackmailing Ben to come to his friends' rescue. Albedo, as Humugousaur, turns into Ultimate Humungousaur, with the power of the Ultimatrix, and fights Ben as Humungosaur. Ben discovers that Albedo has been working in conjunction with Vilgax. In order to save his friends, Ben gives up the Omnitrix to Vilgax. Max arrives and frees Ben and the gang and gives Gwen her old spell book which she uses to cast a teleportation spell that allows the gang to escape. Vilgax betrays Albedo, keeping the Omnitrix (against their deal) and uses it to turn his army of bioids into Humongousaurs. Albedo fights and defeat most of them as Ultimate Humongousaur but they eventually defeat him. Ashamed from what he recently did, Ben runs away into the forest where Gwen comes to help him but she is unable to as Ben is too depressed. Ben cries out Azmuth's name for help. Behind him, Azmuth reveals to Ben the secrets to the Ultimatrix and how to defeat Vilgax and Albedo. Powerless, Ben along with Gwen, Kevin, and Max, go aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth. Ben sets the Omnitrix on self-destruct when Vilgax denies surrendering it and eventually the Omnitrix self-destructs, which causes Kevin to return to his normal self. Ben then sets Albedo's Ultramatrix to self-destruct as well, but Albedo gives the Ultimatrix to Ben and shuts off the self-destruct. With the Omnitrix destroyed, Ben goes off and fights Vilgax with Swampfire from the Ultimatrix, but since Swampfire is too weak, he soon becomes Ultimate Swampfire and fights Vilgax while Gwen and Max take control of Vilgax's ship which is about to crash onto Earth. As the ship drowns underwater, Ben escapes Vilgax's true alien form, a giant octopus-like creature, and comes to surface as Jetray where Gwen, Kevin and Max are floating after the ship's fusion drive explodes, apparently with Ben still inside it. Ben appears shortly afterwards and the whole gang hugs. Kevin wondered if Vilgax is alive and if he will return, but Ben says, "If he ever does, it's hero time!"

DVD title Season Aspect ratio Episode count Time length Release date

Ben 10: Alien Force Volume 1^[4]^[5] Season One 4:3^[4] 5^[4] 110 Minutes^[5] October 21, 2008^[4]^[5]

Ben 10: Alien Force Volume 2^[6]^[7] Season One 4:3^[6] 4^[6] 88 Minutes^[7] January 13, 2009^[6]^[7]

Ben 10: Alien Force Volume 3^[8] Season One 4:3^[8] 4^[8] 88 Minutes^[8] April 7, 2009^[8]

Ben 10: Alien Force Volume 4^[9] Season Two 16:9^[10] 5^[9] 113 Minutes^[10] September 1, 2009^[9]

Ben 10: Alien Force Volume 5^[11] Season Two 16:9^[12] 4^[11] 90 Minutes^[12] November 17, 2009^[11]

Ben 10: Alien Force Volume 6^[13] Season Two 16:9^[13] 4^[13] 90 Minutes^[13] March 30, 2010^[13]

Ben 10: Alien Force Volume 7^[14] Season Three 16:9^[14] 7^[14] 159 Minutes^[14] June 29, 2010^[14]

Ben 10: Alien Force Volume 8^[15] Season Three 16:9^[15] 6^[15] 136 Minutes^[15] August 24, 2010^[15]

Ben 10: Alien Force Volume 9^[16] Season Three 16:9^[16] 7^[16] 180 Minutes^[16] October 5, 2010^[16]

Australia (Region 4)

2010^[20]

DVD title Season Aspect ratio Episode count Time length Release date

Ben 10: Alien Force - Season 1^[17] Season One 4:3^[17] 5^[17] 110 Minutes December 3, 2008^[17]

Ben 10: Alien Force - Season 2^[18] Season Two 4:3^[18] 4 88 Minutes^[18] March 3, 2009^[18]

Ben 10: Alien Force - Season 3^[19] Season Three 4:3^[19] 4^[19] 88 Minutes May 6, 2009^[19]

See also

List of Ben 10 episodes

List of Ben 10: Ultimate Alien episodes

References

^ TheFutonCritic Show Listings - TheFutonCritic.com, Accessed February 14, 2010

^ Animated Shorts: Glen Murakami on Ben 10: Alien Force - Newsarama.com, Accessed April 25, 2008

^ Ben 10: Alien Force Scores as Highest Original Series Premiere Among Kids 6-11, Boys 6-11, Boys 2-11 & Households Delivery in Cartoon Network History - TimeWarner.com, Accessed May 10, 2008

^ ^a ^b ^c ^d "Ben 10: Alien Force - Volume 1". Internet: tvshowsondvd.com. http://www.tvshowsondvd.com/releases/Ben-10-Alien-Force-Volume-Release/8106. Retrieved 2010-02-13.

^ ^a ^b ^c "Ben 10: Alien Force, Vol. 1 (2008)". Product Info. Amazon.com. http://www.amazon.com/dp/B001C71IFQ/. Retrieved 2008-10-04.

^ ^a ^b ^c ^d "Ben 10: Alien Force - Volume 2". Product Info. tvshowsondvd.com. http://www.tvshowsondvd.com/releases/Ben-10-Alien-Force-Volume-Release/8255. Retrieved 2010-02-13.

^ ^a ^b ^c "Ben 10: Alien Force, Vol. 2 (2008)". Product Info. Amazon.com. http://www.amazon.com/dp/B001GF8WU8/. Retrieved 2010-02-13.

^ ^a ^b ^c ^d ^e "Ben 10: Alien Force - Volume 3". tvshowsondvd.com. http://www.tvshowsondvd.com/releases/Ben-10-Alien-Force-Volume-Release/8438. Retrieved 2010-02-13.

^ ^a ^b ^c "Ben 10: Alien Force - Volume 4". Product Info. tvshowsondvd.com. http://www.tvshowsondvd.com/releases/Ben-10-Alien-Force-Volume-Release/8875. Retrieved 2010-02-13.

^ ^a ^b "Ben 10: Alien Force, Vol. 4". DVD back cover. Amazon.com. http://www.amazon.com/dp/images/B0028FGSQ0/ref=dp_images_1?img=1&childASIN=B0028FGSQ0. Retrieved 2010-02-13.

^ ^a ^b ^c "Ben 10: Alien Force - Volume 5". Product Info. tvshowsondvd.com. http://www.tvshowsondvd.com/releases/Ben-10-Alien-Force-Volume-Release/9391. Retrieved 2010-02-13.

^ ^a ^b "Ben 10: Alien Force, Vol. 5". DVD back cover. Amazon.com. http://www.amazon.com/dp/images/B002LII6J6/ref=dp_images_1?img=1&childASIN=B002LII6J6. Retrieved 2010-02-13.

^ ^a ^b ^c ^d ^e "Ben 10: Alien Force - Volume 6". Product Info. tvshowsondvd.com. http://www.tvshowsondvd.com/releases/Ben-10-Alien-Force-Volume-Release/9623. Retrieved 2010-02-13.

^ ^a ^b ^c ^d ^e Lambert, David (2/10/2010). "Ben 10: Alien Force DVD news: Announcement for Ben 10: Alien Force - Volume 7". News (tvshowsondvd.com). http://www.tvshowsondvd.com/news/Ben-10-Alien-Force-Volume-7/13325. Retrieved 2010-02-13.

^ ^a ^b ^c ^d ^e Lambert, David (13/5/2010). "Ben 10: Alien Force DVD news: Announcement for Ben 10: Alien Force - Volume 8". News (tvshowsondvd.com). http://www.tvshowsondvd.com/news/Ben-10-Alien-Force-Volume-8/13746. Retrieved 2010-05-13.

^ ^a ^b ^c ^d ^e Lambert, David (17/6/2010). "Ben 10: Alien Force DVD news: Announcement for Ben 10: Alien Force - Volume 9". News (tvshowsondvd.com). http://www.tvshowsondvd.com/news/Ben-10-Alien-Force-Volume-9/13931. Retrieved 2010-06-17.

^ ^a ^b ^c ^d "Ben 10: Alien Force - Vol. 1". Product Info. ezydvd.com.au. http://www.ezydvd.com.au/item.zml/803087. Retrieved 2010-02-13.

^ ^a ^b ^c ^d "Ben 10: Alien Force - Vol. 2". Product Info. ezydvd.com.au. http://www.ezydvd.com.au/item.zml/804891. Retrieved 2010-02-13.

^ ^a ^b ^c ^d "Ben 10: Alien Force - Vol. 3". Product Info. ezydvd.com.au. http://www.ezydvd.com.au/item.zml/805497. Retrieved 2010-02-13.

^ "Ben 10: Alien Force - Vol. 10". Product Info. ezydvd.com.au. http://www.ezydvd.com.au/item.zml/816067. Retrieved 2010-11-22.

External links

"Ben 10: Alien Force - Cartoon Network". http://www.cartoonnetwork.com/tv_shows/ben10af/index.html.

Ben 10: Alien Force at the Internet Movie Database

Ben 10: Alien Force at TV.com

v · d · eBen 10

Series
Original (episodes) • Alien Force (episodes) • Ultimate Alien (episodes • Heroes United)

Films
Secret of the Omnitrix • Race Against Time • Alien Swarm • Destroy All Aliens

Characters
Characters (aliens) • (villains)

Games
Protector of Earth • Alien Force • Vilgax Attacks • The Rise of Hex • Cosmic Destruction • Galactic Racing

Toys
Ben 10 • Lego

Categories:
Ben 10
Lists of American animated television series episodes

Episodes	First air date	Last air date	Main antagonist
1	13	April 18, 2008	August 31, 2008	DNAliens
2	13	October 10, 2008	March 27, 2009	Highbreed
3	20	September 11, 2009	March 26, 2010	Vilgax

EP#	Title	Director	Writer(s)	Airdate	Prod. code

1-2	"Ben 10 Returns"	Dan Riba, Butch Lukic	Dwayne McDuffie	April 18, 2008 (2008-04-18)	101-102
After Grandpa Max disappears, Ben and Gwen decide to finish his last job while searching for him. While trying to decide whether to use the Omnitrix again, they meet Magister Labrid, Max's alien partner. He 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.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 DNAliens, 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"	Dan Riba	Dwayne McDuffie	April 26, 2008 (2008-04-26)	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"	Butch Lukic	Matt Wayne	May 3, 2008 (2008-05-03)	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 named Argit 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 called Taedenite, 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"	Dan Riba	Bob Goodman	May 10, 2008 (2008-05-10)	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 Michael Morningstar. While Ben and Gwen are quick to trust him, Kevin remains suspicious (partly because of Gwen's liking to Michael) 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 Michael who is making the zombies, draining them of their lifeforce then commanding them to collect more power for him. Michael becomes nearly unstoppable when he drains Gwen's powers, but she is able to fight back and drains Michael's power in return, and is then attacked by the school girls, leaving him withered and powerless.
6	"Max Out"	Butch Lukic	Jim Krieg	May 17, 2008 (2008-05-17)	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: headcrab-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 voice-automated 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 and everyone, 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"	Dan Riba	Len Uhley	May 31, 2008 (2008-05-31)	107
Gwen tells Ben to go to the pier with Julie. Ben listens to Gwen, because she is his favorite cousin, and goes. Ben goes with Julie at the pier, but it is ruined when a dog-like Galvanic Mechomorph named Ship takes control of the rides and kidnaps Julie. 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, Baz-L is trapped. After freeing Baz-L, he decides to leave Ship with Ben. But soon after Baz-L leaves, Ship leaves Ben and Julie, chasing down a truck.
8	"What Are Little Girls Made Of?"	Butch Lukic	Matt Wayne	June 7, 2008 (2008-06-07)	108
Gwen learns where her magical abilities and powers come from when she meets her paternal alien grandmother Verdona, who is an energy being known as an Anodite.Verdona offers to take Gwen back to her home planet, Anodyne, where she can learn how to reach the full and maximum potential of her powers (which would require seventy-five years).Gwen tells Verdona that she cannot leave her friends, she remembers the days with Ben , Kevin and kissing boys. When Gwen refuses, Verdona, in her true Anodite form, decides to destroy Gwen's human body, thus releasing the Anodite 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 to see how she is doing.
9	"The Gauntlet"	Dan Riba	Bob Hoegee	June 14, 2008 (2008-06-14)	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 gauntlet from a Techadon Robot the group had defeated the previous night. When Cash puts the gauntlet on, it begins to reform into the original Techadon 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 Techadon's influence, reverting it back into the gauntlet. JT reconciles with Ben and walks away with Cash.
10	"Paradox"	Butch Lukic	Jim Krieg	July 5, 2008 (2008-07-05)	110
A creature is roaming around the abandoned town of Los Soledad, 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"	Dan Riba	Stan Berkowitz	July 12, 2008 (2008-07-12)	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 he is an alien mapmaker, but was captured by the Forever Knights. 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"	Dan Riba	Len Uhley	July 19, 2008 (2008-07-19)	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"	Butch Lukic	Matt Wayne	August 31, 2008 (2008-08-31)	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 vastly strong and powerful reality-warping capabilities, Ben finds himself locked in endless debate with the other two separate personalities, Bellicus and Serena, 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 from the double-crossing Attea and Sevenseven. 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 as Swampfire, but resolves never to use Alien X again, as it is not worth the price.

EP#	Title	Director	Writer(s)	Airdate	Prod. code

14	"Darkstar Rising"	Dan Riba	Dwayne McDuffie	October 10, 2008 (2008-10-10)	114
Ben, Gwen, and Kevin are forbidden to fight against the Highbreed threat by Magister Prior Ghilhil of the Plumbers, who doubts the Highbreed are even as much of a threat as they claim. However, all three sides find themselves working together when Michael Morningstar, now calling himself Darkstar, captures all but Gwen, who manages to escape during fight, to feed his powers. With the help of the DNAliens, Gwen frees her friends. All of them finally defeat the Darkstar. As Michael is captured, the Highbreed Lord and the DNAliens manage to escape. In gratitude, Magister Ghilhil makes the team honorary Plumbers so they can defend the Earth legally and help the world.
15	"Alone Together"	Dan Riba	Charlotte Fullerton	October 17, 2008 (2008-10-17)	115
After an accident with a teleporter pod, Ben and a Highbreed officer named Reinrassic III are stranded on a desert planet called Turrawuste that acts as a routing station for the teleporter. 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, even risking their own lives to do so. After reaching the teleporter pod, Reinrassic stays behind, having deemed himself contaminated by Ben and thus a risk to the purity of his species.
16	"Good Copy, Bad Copy"	Butch Lukic	Charlotte Fullerton	October 24, 2008 (2008-10-24)	116
A Galvan (the race that created the Omnitrix and gave Ben the form of Grey Matter) 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, according to Albedo). Now, because they share DNA, they can change into the same forms as each other. Azmuth arrives after both Ben and Albedo's Omnitrixes become attached, permanently damaging Albedo's human form. Azmuth removes the face plate of Albedo's Omnitrix, ensuring his human form is both a punishment and a prison for proving himself as a lesser being. Albedo is teleported to a Plumber prison while Azmuth says to Ben that he was the one to use the Omnitrix for good, not evil.
17	"Save the Last Dance"	Dan Riba	Amy Wolfram	November 7, 2008 (2008-11-07)	117
Gwen forces 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 takes over his body with each transformation and starts trying to eat every metal object in sight. Joined by Julie, Gwen and Kevin manage to subdue Big Chill, only to discover that Big Chill was only building a nest for eggs he had laid. The eggs hatch into infant Necrofriggians, and Kevin teases Ben about being a "mother." Julie takes Ben home on her scooter, while Gwen and Kevin miss the dance, and decide to dance to the music in Kevin's car.
18	"Undercover"	Butch Lukic	Adam Beechen	November 14, 2008 (2008-11-14)	118
Kevin, Gwen and Ben destroy a teleporter they were working on and need help repairing it. Kevin suggests Cooper, the young boy who had helped the Tennysons in the past. Unfortunately, Cooper has been kidnapped by the DNAliens. They track him to the abandoned military base in 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 mysterious arch-like device. They free Cooper and have him destroy the cloaking generator, during which he has visions of the arch acting as a gateway for a fleet of ships and the Earth being destroyed. Despite destroying the generator, the Highbreed manage to repair it and continue their operations unhindered.
19	"Pet Project"	Butch Lukic	Matt Wayne	November 21, 2008 (2008-11-21)	119
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. Joined by Julie, who has been taking care of Ship, Ben, Gwen and Kevin mount a raid on the Forever Knights' stronghold to rescue him. Though Chadwick is using a control device to make Ship obey him, Julie is able to convince Ship to resist. The Forever Knights' stronghold is destroyed and the group now has access to a spaceship since Ship can transform into the vehicle the Forever Knights had hoped to mass-produce.
20	"Grounded"	Dan Riba	Jim Krieg	November 28, 2008 (2008-11-28)	120
While fighting one of the Highbreed, Ben's parents catch him transforming into Swampfire. They forbid him from using the Omnitrix ever again, forcing Kevin and Gwen to fight the DNAliens by themselves. After trying to sneak out as Echo Echo, Ben's parents do what they think is best for their son's protection and safety, by grounding him. His various attempts to aid his allies, only results in him being forced to spill the beans about Gwen, resulting in her suffering the same fate as her cousin, and leaving Kevin alone. Kevin's trouble with the DNAliens results in Ben making a final attempt to persuade his parents to his cause, saying that if he does not help Kevin, it would be against everything they ever taught him, and so escapes as Humongousaur nonetheless. After a short battle aboard a small freighter carrying a rare isotope which the DNAliens plan on using, Ben's parents come to the rescue, admitting that they are proud of Ben and understand what he needs to do.
21	"Voided"	Butch Lukic	Jim Krieg	December 5, 2008 (2008-12-05)	121
Helen and Manny call on Ben 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. Using them as slave labor, he has built a machine to drill through the dimensional wall, hoping to bring his army to Earth. With the help of Grandpa Max, who was transported to the Null Void in Max Out, Helen, Manny, Pierce, and a small force of rebels he has gathered, Ben manages to destroy the drilling machine as Big Chill and defeat Dr. Animo. Gwen opens a portal back to Earth for Ben, but Grandpa Max cannot join them yet as things have to be set right in the Null Void first.
22	"Inside Man"	John Fang	Matt Wayne	December 12, 2008 (2008-12-12)	122
The team rescues a man named Tyler, who stole the Oscillator Key for the Highbreed's hyperspace gateway. He crashes his truck and suffers memory loss as he escapes. Both the DNAliens and the team 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. More DNAliens arrive to reclaim the Oscillator Key, capturing Tyler during the struggle. Ben opts to save Tyler instead of retrieving the Oscillator Key, and uses the Omnitrix to restore him to human form. As the DNAliens escape, the four now know their plan and prepare to take action.
23	"Birds of a Feather"	Dan Riba	Stan Berkowitz	March 24, 2009 (2009-03-24)	123
The prince of the Arachnachimps (Spidermonkey's race), Simion, needs help in retrieving a crystal which is 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 Simion has been lying, and that the crystal is actually powering an intergalactic communications station. By stealing it, Simion will prevent Earth from calling for help against the Highbreed invasion. Ben tricks Simion into stealing a worthless acid dispenser instead, resulting in Simion having a very unpleasant encounter with the Highbreed that employed him.
24	"Unearthed"	Butch Lukic	Charlotte Fullerton	March 25, 2009 (2009-03-25)	124
A DNAlien mining operation uncovers an alien spacecraft, from which a large, alien is released. She 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 a baby. She 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. After defeating the DNAliens, the team wakes the baby's parents, who depart the planet after Ben explains that they've been in stasis for fifty years.
25-26	"War of the Worlds"	Dan Riba, Butch Lukic	Dwayne McDuffie	March 27, 2009 (2009-03-27)	125-126
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, over one million in total, and unlocks the Master Control so Ben can effectively combat the Highbreed. This includes three of his old aliens: Cannonbolt, Upchuck and Way Big. With Ben as Cannonbolt, the team converge on the Highbreed hyperspace jump gate in an effort to prevent the fleet from arriving, but the attack only provokes the Highbreed in charge to summon the fleet ahead of schedule. To try and stop the fleet coming through, the team with Ben as Upchuck attempts to destroy the hyperspace jump gate but it does not work. Ben then turns into Way Big, and tries to rip down the gateway, it starts to work but as the Highbreed in charge now pre-emptively activates the gate, it initiates and knocks him down.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, and Gwen releases her dormant Anodite form for the first time, but returns to her normal form. The trio is then surrounded by a group of DNAliens, but are saved by Grandpa Max, Pierce, Helen and Manny plus 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 to confront the Highbreed Supreme with Ben as Brainstorm being the pilot. The Highbreed Supreme refuses to recall the fleet, and Azmuth reveals that the Highbreed's obsession with genetic purity has resulted in sterility in their species: they intend to cleanse the galaxy of all life in retaliation. Using the Omnitrix, Ben sends out an energy wave that reprograms the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. Stunned and horrified at the loss of the genetic unity, the Highbreed Supreme immediately consider suicide as their only honorable option, but Reinrassic III, who has returned, convinces his race that their new impurity is desirable, and the fleet is recalled. Max decides to take in Ben's recruits (all except Darkstar, who ran off) and train them. As a side effect of reprogramming the Highbreed genetic damage, Ben finds the Master Control has been reset, leaving him with brand new aliens as well as his old ones.

EP#	Title	Director	Writer(s)	Airdate	Prod. code

27-28	"Vengeance of Vilgax"	Dan Riba, Butch Lukic	Dwayne McDuffie	September 11, 2009 (2009-09-11)	301-302
Vilgax resurfaces with a new army and new and stronger powers. Under the Galactic Code of Conduct, he challenges the greatest champion of each world he visits to single combat, the prize being that champion's planet. Each time he defeats a champion, he absorbs their powers. With the strength of ten heroes at his disposal (including Ultimo's), Vilgax heads to Earth and challenges Ben, giving him 24 hours to prepare. In order to gain a sporting chance, Ben attempts to unlock the Omnitrix's Master Control, despite Azmuth's warnings. Ben attempts to unlock the Omnitrix, causing an overload, releasing the base forms for Chromastone, Spidermonkey, Goop, and Way Big. Kevin is also trapped in a mutated metal/rock/wood/crystal form by the energy release. Ben, Gwen and Kevin set out to recapture the four released forms under the orders of a very disappointed Azmuth who tells Ben he won't help him again. They are able to capture three of the four, but Way Big is too far away to reach in time. Ben leaves to fight Vilgax while Gwen and Kevin retrieve Way Big. The battle goes badly for Ben at first, as Vilgax's powers and wide array of weapons are able to overcome his alien forms. When Gwen and Kevin return with Way Big, Ben attempts to use the form, only to end up as Chromastone instead. Vilgax destroys Chromastone, but Ben regenerates from the remains into Diamondhead. Using Diamondhead, Ben easily defeats Vilgax. Vilgax is banished from Earth and never allowed to return, but promises to get his revenge somehow.
29	"Inferno"	John Fang	Len Uhley	September 18, 2009 (2009-09-18)	303
Ben, Gwen, and Kevin are sent to investigate an attack by Pyroxivors (a race of subterranean alien cattle) on a oil drilling operation. Deep underground, they discover the humanoid mole-like alien named Moldywarp, their owner. He explains that the creatures were driven above ground by Vulkanus, who has been secretly drilling into the Earth's depths. He plans to drop a bomb into the earth's core, thereby raising the temperature of Earth to match that of his home planet. Ben manages to stop the bomb before it can reach the core, and Moldywarp uses his cache of explosives to seal the cavern permanently.
30	"Fool's Gold"	Dan Riba	Eugene Son	September 25, 2009 (2009-09-25)	304
A species of humanoid Pygmy Goat-like aliens come to Earth for a Popcorn Festival in Walton. These aliens feed on popcorn and produce solid gold poop, which keeps the town running. Ben, Gwen, and Kevin are called in by one of the aliens named Orb, who has lost track of his friend, Decka. Mayor Coleman has kidnapped Decka in hopes of having a constant supply of gold, but when he feeds the alien meat, he morphs into his primal form that will multiply uncontrollably if it absorbs enough energy. After being told that the species cannot digest silicon, Ben sacrifices himself by feeding Decka an army of Echo Echos, causing him to vomit up everything he ate, including Ben, and return to normal. He and Orb then leave in their ships, with an angry Decka stating that he will tell everyone what Mayor Coleman did to them and they will never come back. Kevin gives Gwen a locket to remember his human form by before the accident. Though Gwen assures him that she does not care what he looks like, Kevin is adamant in his self-loathing.
31	"Simple"	Butch Lukic	Stan Berkowitz	October 9, 2009 (2009-10-09)	305
After receiving a message from a five-year-old alien named Probity, Ben convinces Kevin and Gwen to help end a war on the child's home planet. The two sides are bent on war, however; even kidnapping & threatening the respective generals fails. Ben transforms into Way Big so he may speak to the entire planet at once, but inadvertently worsens the situation when he accidentally destroys the planet's hero's statue. This ironically unites the entire planet in its hate for Ben. Meanwhile, Kevin who has been selling weapons to either side, along with Argit, decides to run with the profits he has made but is instead forced to leave the money behind. The money is discovered by Probity (who was dissatisfied with Ben's attempts to stop the war).
32	"Don't Fear the Repo"	John Fang	Charlotte Fullerton	October 16, 2009 (2009-10-16)	306
Rhomboid and Octagon Vreedle are hired to return Ship to his "parent" Baz-L. Ben and Kevin travel to Coda to dispute Baz-L's claim to Ship while Gwen and Julie, with Ship as a Galvanic Mechomorph suit for her, stay behind to hold off the Vreedle Brothers. Ben convinces Judge Domstol to rule in his favor and they arrive on Earth in time to save Ship and defeat the Vreedle Brothers. Despite his reluctance, Baz-L accepts that Ship belongs to Julie now.
33	"Singlehanded"	Dan Riba	Marty Isenberg	October 23, 2009 (2009-10-23)	307
A alien bounty hunter named Sunder attempts to remove the Omnitrix from Ben. His energy axe reacts with the Omnitrix, sending Ben into the Null Void but with his left hand still on Earth, connected by a dimensional rift. Ben's hand, acting of its own accord, locates Julie, who takes it to Gwen and Kevin. While Kevin works to reunite Ben with his hand, Julie and Gwen hold off Sunder. They use the hand to fight off Sunder while Kevin builds a device to return Ben to Earth. In a twist of irony, Ben is brought back on Earth while his hand is sent to the Null Void. Using Sunder's axe in combination with his own device, Kevin restores Ben and Sunder is sent to the Null Void.
34	"If All Else Fails"	Butch Lukic	Adam Beecham	November 6, 2009 (2009-11-06)	308
An earthquake wakes a Highbreed officer, who was put into stasis and only to be awakened if the Highbreed lost the war. Under his orders, he triggers a weapon of last resort meant to destroy Earth. Mind-controlling seeds take over Grandpa Max and four others, using Max as the brain for a living bomb that will end all life on the planet. The Highbreed officer refuses to believe Ben's claims of peace, and won't divulge how to stop the creature. While Gwen and Kevin try to slow it down, Ben enlists the aid of Reinrassic III to get the Highbreed officer to cooperate. Unable to stop the monster from the outside, Ben, Gwen, and Kevin sneak inside the monster to destroy it within. They manage to save the humans being used as its brain and the Highbreed officer sacrifices himself to dispose of the creature safely.
35	"In Charm's Way"	John Fang & Rick Morales	Peter David	November 13, 2009 (2009-11-13)	309
Kevin is upset by his inability to change back to human form and he vents his frustration by blaming Gwen for her inability to help. Charmcaster, seeking to steal Gwen's powers, charms Kevin to trick her into walking into a trap. Despite discovering the ruse and coming prepared, Gwen is still drained of her power. Kevin tricks Charmcaster into returning to Ben and Gwen, allowing Gwen to reverse the spell and regain her powers. Gwen then sucks Charmcaster into a magical vortex. After being drenched with a smoothee, Kevin cleans off in a lake, once again blaming Gwen for his inability. Angry with Kevin, Ben informs him that Gwen has been devoting all of her spare time to try and find a cure for his condition, leaving Kevin shocked and ashamed.
36	"Ghost Town"	Dan Riba	Nicole Dubuc	November 20, 2009 (2009-11-20)	310
Vilgax springs Ghostfreak from his prison for the secrets of the Omnitrix, but Ghostfreak betrays him and starts to possess the people of Vilgaxia, Vilgax's home planet. After his battle with Ghostfreak, Vilgax returns to Earth to seek Ben's help. Ben, Gwen, Kevin, and Vilgax travel to Vilgaxia to stop him. Ben comes up with a plan for Ghostfreak to possess his body so his DNA will return to the Omnitrix, but Ghostfreak takes over Ben. Just when Ghostfreak is about to take over Vilgax's body as well, he hits Ghostfreak with a explosion of light, weakening Ghostfreak to the point where Ben could control him again.
37	"Trade-Off"	Dan Riba	Len Wein	December 4, 2009 (2009-12-04)	311
Kevin and Darkstar (Michael Morningstar) set aside their differences to find an alien artifact called the Dominus Librium which can cure their respective conditions. It works, making them both powerless humans. Michael keeps the artifact. Gwen finds out about Kevin's alliance with Michael and confronts Michael about it, only to discover that he planned for her to do so. Using the Dominus Librium, he steals her powers, then Ben's when he and Kevin come looking for her. Kevin, despite being powerless, manages to grab the Dominus Librium, shattering it and returning both himself and Darkstar to their previous forms. Darkstar escapes, promising revenge.
38	"Busy Box"	Rick Morales	Jake Black	December 11, 2009 (2009-12-11)	312
Ben, Gwen, and Kevin find a curious alien box called the Naljian Destructor, which can robotically duplicate anything and anyone it sees. It quickly copies the powers of Ben, Gwen, and Kevin as they attempt to destroy it. The Vreedle Brothers then show up to take the Destructor for themselves. As it has already learned to copy the trio's powers and sees them as enemies, they escape easily. However, the Vreedle Brothers return in short order as the Destructor has become uncontrollable and much more destructive. They try to leave it on Earth, but it blows up their ship when they try to retreat. After a long battle, the trio manages to remove its power source. As soon as it's neutralized, an alien arrives to reclaim it, explaining that it is merely an extra-dimensional children's toy.
39	"Con of Rath"	Dan Riba	Len Uhley	January 8, 2010 (2010-01-08)	313
Zaw-Veenull, a Luoadan Ambassador asks Ben to deliver their Crown Prince Tiffin to Jarret in order to keep peace between the two species. Shortly after their trek begins in space, the Omnitrix malfunctions and turns Ben into an Appoplexian named Rath who wants to fight anything that breathes. The worst part is that Rath can't change back into Ben. Rath keeps picking a fight across the galaxy with anyone who crosses their paths and things don't look good as they approach the Pantaphage homeworld on a mission of peace. During their trek the team encounter's various villains they've faced in the past [Argit, the Vreedle Brothers (clones of the originals), Vulkanus, and the Incursions]. When they finally reach Pantaphage, they discover that Tiffin is a meal for Jarret after which Rath jumps down his throat, rescues the Tiffin and threatens Jarret to never attack the Luoadans. After returning the Tiffin, Kevin revealed that the Tiffin was the one who was causing the malfunction, which has Ben about to beat up Kevin as Rath.
40	"Primus"	Butch Lukic	Charlotte Fullerton	January 15, 2010 (2010-01-15)	314
In the middle of a fight with another Techadon Robot, Ben, Gwen, and Kevin are unexpectedly transported by the Omnitrix to an alien planet called Primus. They soon discover that the planet is actually created by Azmuth, for it contains all the DNA samples from every life form in the galaxy. They soon learn that Vilgax is there to stop the Omnitrix from its source and that the Omnitrix's fail-safe program brought them there to defend the planet. Azmuth attempts to stop Vilgax, but loses and Ben is captured along with Kevin and Gwen. Ben offers to teach Vilgax about the Omnitrix if he lets Gwen and Kevin go. He turns Vilgax into Goop, shuts off Goop's artificial gravity projector and removes the Omnitrix from his immobile body. Ben then uses Way Big to throw a giant Vilgax (caused by the Codan stream) off the planet and, though it doesn't make up for damaging the Omnitrix, Azmuth "thanks" Ben by letting him keep it.
41	"Time Heals"	Rick Morales	Len Ulhey	January 22, 2010 (2010-01-22)	315
Gwen, as Lucky Girl, steals the Arcamada Book of Magic from Hex's mansion that allows her to travel back in time so she can stop the Omnitrix from overloading back in Vengeance of Vilgax. Paradox intervenes just before she casts the spell, trying to convince her that time traveling has consequences. Despite Paradox's warning, Gwen went back in time . When she returns to the present, she learns from Paradox that she was killed by Charmcaster, Ben was defeated by Hex, and Kevin's been made into a rock-skinned slave of Charmcaster. Paradox stated that Gwen interfering in the past kept them from being strong enough to stop Hex. She then breaks into Hex's mansion and finds an injured Ben. Ben buys Gwen time and Gwen activates the time spell again. This time she convinces both her past selves not to interfere and wipes the memory of the Gwen that belongs in that time period. The two time traveler Gwens go home and the present Gwen takes the present Ben and present, monstrous Kevin to Mr. Smoothie's. On the way, the gang run into Paradox again who says, "Everything is fine."
42	"The Secret of Chromastone"	Dan Riba	Rick Fogel	January 29, 2010 (2010-01-29)	316
When Ben gets sick, he's pleased to see an old friend, Tetrax, but is caught off guard when Tetrax demands Ben give him Chromastone. Tetrax tries to changes Ben into Chromastone, but instead changes into Diamondhead. Ben doesn't even have a chance to explain what happened to Chromastone when Tetrax attacks him demanding that he be handed over. Tetrax shatters Diamondhead and reveals Chromastone inside. Chromastone soon flies to Petropia, Tetrax's homeworld. Tetrax soon explains about why he needs Chromastone. He tells Ben, Gwen, and Kevin about Chromastone being the only one to save Petropia with a crystal. Ben's situation gets worse when Vilgax shows up and it is learned he is after the crystal. Ben, Gwen, Kevin, and Tetrax fight Vilgax until Kevin accidentally tells Vilgax what's going on. Vilgax flies to Petropia, while Ben, Gwen, Kevin and Tetrax go pursue him aboard Tetrax's ship. Vilgax soon arrives to Petropia and fights Chromastone, grabs the crystal off of him and flies back to Vilgaxia. Chromastone grows another crystal which Ben uses to finish the procedure of saving Petropia.
43	"Above and Beyond"	Butch Lukic	Eugene Son	March 12, 2010 (2010-03-12)	317
Max sends a message to the Plumbers' Helpers when Ben is attacking Max at a space station. Alan, Helen, Manny, and Pierce arrive to the space station and plan to stop Ben. Pierce suggests they work and stay together, but no one listens. Helen, the first to leave the group, finds Ben, but is defeated by Echo Echo. Later the team splits into two. Alan and Pierce get separated and Pierce ends up getting attacked and beaten by Goop. Later, Manny and Helen get separated and get attacked and beaten by Rath. Helen, Manny, and Pierce regroup and try to find Alan. Alan soon finds Ben where he is attacked by Big Chill. Pierce, Manny, and Helen rescue Alan and try to beat Ben, but he manages to escape. Pierce suggests they work together and attack as a team. Soon they find Ben, who goes Humongousaur at full size and fights the Plumbers' Helpers. They soon suggest to attack Ben at once and throw Humongousaur into space. Because Humongosaur's weight threw off the balance of the ship's gravity control backup systems, they realize the ship is crashing to London, so they sacrifice themselves for Earth by self-destructing the ship, but it doesn't explode. Max and Ben reveal that it was all a test, except the part with the space station crashing to London, and that they're soon heading to the Plumbers' Academy. NOTE: Gwen and Kevin are mentioned in this episode but don't appear - the first time in Alien Force.
44	"Vendetta"	Rick Morales	Len Wein	March 19, 2010 (2010-03-19)	318
A deadly criminal known as "Ragnarok" breaks out of the Null Void, and begins a search for a mysterious key. Meanwhile, Kevin returns home to find his house ransacked with his mom, who confesses the truth about Ragnarok. Kevin then asks Ben and Gwen if they know anything about Ragnarok, and when they tell him they don't he tells them to stay out of the situation. The two, now concerned, ask Grandpa Max if he knows anything about the escape. He confesses to having a partner named Devin, who risked his life to stop Ragnarok several years ago. His partner's full name was none other than Devin Levin, Kevin's father. Ben and Gwen track Kevin with his Plumber's badge and together, they force Ragnarok to flee. Gwen then helps Kevin find the "key" which is revealed to be disguised as a picture frame of a younger Kevin and his father, but Ragnarok steals it, then teleports to his ship. Ben, Gwen, and Kevin manage to transport themselves via the same signal, but before they find Ragnarok, Kevin tricks the other two to get into an escape pod. With Ben and Gwen descending down to Earth, Kevin can now exact his vengeance without interference. He and Ragnarok battle, while Kevin causes the entire ship to destabilize into a vortex. Ragnarok begs Kevin to save him, stating that his father would too. Despite his desperation, Kevin merely takes his key and deliberately allows him to get sucked into the vortex.
45-46	"The Final Battle"	Dan Riba & Butch Lukic	Dwayne McDuffie	March 26, 2010 (2010-03-26)	319-320
Albedo steals the incomplete Ultimatrix (a new device which Azmuth is working on) from Azmuth's lab and completes it. He tries revert to his old form but he is not able to, for he needs the Omnitrix. Soon Vilgax proposes that the two of them should take revenge on Ben. Myaxx warn Azmuth of the Ultrimatrix's disappearance. Meanwhile, Ben is captured by an old enemy, Kraab. Gwen and Kevin, along with Ship, take flight to rescue Ben, while in the process destroys Kraab's ship, and rescuing Kraab as well. Later, Albedo defeats and captures Kevin (as Diamondhead) and Gwen (as Swampfire) and fails to defeat Max as Spidermonkey so runs away as Rath. Max goes to Ben's house and Albedo appears on his TV, blackmailing Ben to come to his friends' rescue. Albedo, as Humugousaur, turns into Ultimate Humungousaur, with the power of the Ultimatrix, and fights Ben as Humungosaur. Ben discovers that Albedo has been working in conjunction with Vilgax. In order to save his friends, Ben gives up the Omnitrix to Vilgax. Max arrives and frees Ben and the gang and gives Gwen her old spell book which she uses to cast a teleportation spell that allows the gang to escape. Vilgax betrays Albedo, keeping the Omnitrix (against their deal) and uses it to turn his army of bioids into Humongousaurs. Albedo fights and defeat most of them as Ultimate Humongousaur but they eventually defeat him. Ashamed from what he recently did, Ben runs away into the forest where Gwen comes to help him but she is unable to as Ben is too depressed. Ben cries out Azmuth's name for help. Behind him, Azmuth reveals to Ben the secrets to the Ultimatrix and how to defeat Vilgax and Albedo. Powerless, Ben along with Gwen, Kevin, and Max, go aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth. Ben sets the Omnitrix on self-destruct when Vilgax denies surrendering it and eventually the Omnitrix self-destructs, which causes Kevin to return to his normal self. Ben then sets Albedo's Ultramatrix to self-destruct as well, but Albedo gives the Ultimatrix to Ben and shuts off the self-destruct. With the Omnitrix destroyed, Ben goes off and fights Vilgax with Swampfire from the Ultimatrix, but since Swampfire is too weak, he soon becomes Ultimate Swampfire and fights Vilgax while Gwen and Max take control of Vilgax's ship which is about to crash onto Earth. As the ship drowns underwater, Ben escapes Vilgax's true alien form, a giant octopus-like creature, and comes to surface as Jetray where Gwen, Kevin and Max are floating after the ship's fusion drive explodes, apparently with Ben still inside it. Ben appears shortly afterwards and the whole gang hugs. Kevin wondered if Vilgax is alive and if he will return, but Ben says, "If he ever does, it's hero time!"

DVD title	Season	Aspect ratio	Episode count	Time length	Release date
Ben 10: Alien Force Volume 1^[4]^[5]	Season One	4:3^[4]	5^[4]	110 Minutes^[5]	October 21, 2008^[4]^[5]
Ben 10: Alien Force Volume 2^[6]^[7]	Season One	4:3^[6]	4^[6]	88 Minutes^[7]	January 13, 2009^[6]^[7]
Ben 10: Alien Force Volume 3^[8]	Season One	4:3^[8]	4^[8]	88 Minutes^[8]	April 7, 2009^[8]
Ben 10: Alien Force Volume 4^[9]	Season Two	16:9^[10]	5^[9]	113 Minutes^[10]	September 1, 2009^[9]
Ben 10: Alien Force Volume 5^[11]	Season Two	16:9^[12]	4^[11]	90 Minutes^[12]	November 17, 2009^[11]
Ben 10: Alien Force Volume 6^[13]	Season Two	16:9^[13]	4^[13]	90 Minutes^[13]	March 30, 2010^[13]
Ben 10: Alien Force Volume 7^[14]	Season Three	16:9^[14]	7^[14]	159 Minutes^[14]	June 29, 2010^[14]
Ben 10: Alien Force Volume 8^[15]	Season Three	16:9^[15]	6^[15]	136 Minutes^[15]	August 24, 2010^[15]
Ben 10: Alien Force Volume 9^[16]	Season Three	16:9^[16]	7^[16]	180 Minutes^[16]	October 5, 2010^[16]

DVD title	Season	Aspect ratio	Episode count	Time length	Release date
Ben 10: Alien Force - Season 1^[17]	Season One	4:3^[17]	5^[17]	110 Minutes	December 3, 2008^[17]
Ben 10: Alien Force - Season 2^[18]	Season Two	4:3^[18]	4	88 Minutes^[18]	March 3, 2009^[18]
Ben 10: Alien Force - Season 3^[19]	Season Three	4:3^[19]	4^[19]	88 Minutes	May 6, 2009^[19]

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Academic Dictionaries and Encyclopedias

List of Ben 10: Alien Force episodes

Contents

Episode list

Season 1: 2008

Season 2: 2008-2009

Season 3: 2009-2010

Australia (Region 4)

See also

References

External links

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Academic Dictionaries and Encyclopedias

Wikipedia

List of Ben 10: Alien Force episodes

Contents

Episode list

Season 1: 2008

Season 2: 2008-2009

Season 3: 2009-2010

Australia (Region 4)

See also

References

External links

Look at other dictionaries:

Share the article and excerpts

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