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Theme song

It started when an alien device did what it didAnd stuck itself upon his wrist with secrets that it hidNow he’s got super powers, he’s no ordinary kid

He’s Ben 10!

So if you see him you might be in for a big surprise

He’ll turn into an alien before your very eyes

He’s tiny, creepy, fast, and strong, he’s every shape and He’s Ben 10!

With all new powers, he’s on the case

Fighting off evil from earth or space

He’ll never stop till he makes them pay

‘Cause he’s the baddest kid to ever save the day

He’s Ben 10!

Ben 10 Showtimes

  • 6 AM - 6:30 AM
  • 10AM - 10:30 AM
  • 8 PM - 8:30 PM

Ben10 songs




Ben10 Trailers


The Starting

Upon discovering a mysterious device known as the Omnitrix, 10-year-old Ben Tennyson is bestowed with the power to change into 10 different alien heroes. Each alien hero has its own unique and awesome powers. Although Ben now has the added responsibility to protect others and fight evil forces, he still manages to find time for some mischief and fun!

Race Against Time

Saturday, September 27, 2008

Ben 10

This show is currently off air

Ben Tennyson is your everyday, average 10-year-old until he discovers a mysterious watch hidden in a meteorite that crashed on Earth.

He soon learns that the supernatural watch allows him to transform into 10 different alien beings while keeping his kid personality.

As he morphs into these various creatures, he discovers each alien's unique powers and incredible abilities.

Ben's amazing adventures take place over the course of a seemingly endless summer as he travels the country in an RV with his Grandpa Max and 10-year-old cousin Gwen. Gwen and Max know all about Ben's extraterrestrial watch, and they sometimes lend him a hand in his quest to fight wrongdoers and save the world from evil.
hey on November 21 the Ben10 movie with real people is out don't forget to watch it on cartoon network its on at 8 pm on November 21 Don't




vilgacks is Ben's enemy heis realy weird.isn't he awesome.I think he is awesome woo!!.aaaaaaaaaaaaa cool
There was an error in this gadget

Ditto Kick.The game

Juego online de Ben 10. The game

Juego de Ben 10.The game

ben 10 el juego de ben 10 para tu diversion.. The game

ben 10...el juego de ben 10.The game

How To Draw Ben 10

Step 1.

Start this step by drawing out the frame of Ben 10. You will have to draw out the guidelines and shapes to do so. Start by drawing out the shape of his head along with facial guidelines in the middle. Next draw out the shape of his torso and then his lower part of his body. His whole frame is boxed. Now you can draw in the shape of his right sneaker and then draw in the guidelines for his arms and neck.

how to draw ben 10 step 1enlarge click to enlarge

how to draw ben 10 step 2enlarge click to enlarge

Step 2.

Now here you will start to sketch out the shape of Ben 10's hair and his facial expression. This is a very easy step. Just draw out the eyebrows and a smile. Now draw in the guidelines for the shape of his t-shirt and then the shapes of his arms along with the Omnitrix. Next move down and draw out his sneakers as shown.
how to draw ben 10 step 3enlarge click to enlarge

Step 3.

You will focus on his face in this step. Draw or sketch out the shape of his eye brows and the shape of his eyes along with the pupils and all. Now detail his tee with some simple lining and detail the Omnitrix a bit more. As for his pants, detail them with more simple line work as shown. After your drawing of Ben 10 looks like the one above you can move down.
how to draw ben 10 step 4enlarge click to enlarge

Step 4.

All you need to do here is draw in the signature lines of Ben's shirt. Now you are ready to erase all the guidelines and shapes that you drew in step 1.
how to draw ben 10 step 5enlarge click to enlarge

Step 5.

This is what your Ben 10 should look like when you are done drawing him. All you need to do now for the last step is color him in. That will do it for this easy tutorial on how to draw Ben 10.

Ben 10: Protector of Earth

Ben 10: Protector of Earth

Developer(s) High Voltage Software (Wii, PS2, and PSP), 1st Playable Productions (DS)
Publisher(s) D3 Publisher
Platform(s) PlayStation 2, Wii, PlayStation Portable, Nintendo DS
Release date(s) PSP, PS2, NDS
USA October 30, 2007
ASIA November 5, 2007
EUR November 9, 2007
AUS November 9, 2007

USA October 30, 2007
EUR November 11, 2007

Genre(s) Action-adventure game
Mode(s) TBA
Rating(s) ESRB: E10+

Ben 10: Protector of Earth is a video game based on the American animated television series Ben 10. The game was released in North America on October 30, 2007, and in Europe on November 9, 2007. The European Wii version was not released until November 30, 2007.



At the start of the game, a mosquito-like drone extracts much of the DNA from the Omnitrix, leaving only Heatblast and Fourarms on the watch. Ben finds that the stolen DNA is being used to power various robots in the form of Omnitrix Crystals, and in destroying these robots he regains some of his alien forms. Ben regains XLR8 after fighting the first one.

Ben later finds Vilgax's drones and the Forever Knights fighting. Enoch is building a mech using technology from Area 51 in an attempt to stop Vilgax; though he is also trying to save the world, he isn't willing to let the Tennysons help. By defeating Enoch's mech, Ben regains Cannonbolt.

In San Francisco, Ben learns that Kevin escaped from the Null Void and brought some plant creatures along. Keven 11 kidnaps Max and escapes to the Lumber Mill, where Ben defeats him. Kevin 11 is then drawn in the Null Void again. Ben tracks down and defeats the mother plant, regaining Wildvine.

In outer space, Vilgax and Ghostfreak are working together, the latter having released Vilgax from the Null Void. Ben, Gwen, and Max find out about Ghostfreak after defeating an overshadowed Hex. They also learn that he plundered the Plumber's base. Ben fights Ghostfreak at the Coast Theatre, and is then locked in the Null Void by Max. Ben finds another Omnitrix Crystal which unlocks the first part of the Master Control, but with the Alien DNA still extracted.

Ben finds out about Doctor Animo using the Alien DNA to create a mutant army. Ben fights them, but Doctor Animo manages to kidnap Gwen. After defeating Clancy (who works for Doctor Animo), they receive a hint about Gwen's location. They reach an oil platform, where Ben encounters Doctor Animo. Ben defeats him and saves Gwen. He also regains another Omnitrix crystal, which unlocks the next part of the Master control. During her imprisonment, Gwen learned that Doctor Animo works for Vilgax. She also learned that Vilgax wants to draw the entire planet in the Null Void.

Max and Gwen try to warn the government, while Ben deals with Sixsix and Vilgax's troops. Max then makes a space vehicle out of the Rust Bucket. They encounter Vilgax in his own ship. Ben ejects Vilgax in outer space and the Null Void destroy the last pieces of the Omnitrix. The Tennysons escape and the Null Void portal draws Vilgax and his ship inside, injuring his body in the progress. The Tennysons then head back to Earth.

As Vilgax is repaired by his nanobots in the Null Void, he swears that he will return someday. The last area is the Null Void where Ben fights all of his enemies twice. In the final scene, Gwen tells Ben how impressed she is as. Max looks for a way out of the void.


In the beginning, Ben can stay an alien for a limited amount of time, but after defeating some bosses, Ben unlocks more powers for his aliens and even unlocks the master code, meaning he can stay alien for an infinite amount of time or switch between aliens without draining Omnitrix energy. Attack combos can be unlocked collecting Omnitrix points. Limited power boosts or invincibility can be gathered, as well as bonuses to make the Omnitrix recharge faster. Three Sumo Slammer cards are hidden in each main level, and once collected unlock features, such as movie clips.

After each level, Plumber ranks are rewarded, depending on how fast the player beats that level. If the player gets an A rank, you get a character view, usually a boss or a villan. In the main boss levels, a God of War styled button sequence allows players to execute a special attack at certain points.

Playable characters



  • Vilgax's Robots (4)
  • Vilgax's Hunterbots (2)
  • The Drone
  • Forever Nights (3)
  • Enochs Robot (3)
  • Forever Champion (3)
  • Forever Champion Elite (2)
  • Enoch (2)
  • Enoch's Giant Robot (2)


  • Kevin 11 (2)
  • Motherplant (2)
  • Vilgax's Robots (3)
  • Vilgax's Hunterbots (2)
  • Robotic Lt. (2)
  • Thornhound (3)
  • Thornhound Aggressor (3)
  • Thornhound Charger (2)
  • Maceroot (2)
  • Vilgax
  • Ghostfreak


  • Fangface (5)
  • Fangface Howler (4)
  • Mummy (5)
  • Cyclone Mummy (4)
  • Hex
  • Ghostfreak (3)
  • Vilgax's Robots
  • Dr. Viktor (4)
  • Vilgax


  • Snakefly (4)
  • Ferline (4)
  • Dr. Animo (3)
  • Clancy
  • Crystalclaw (2)

East Coast

  • Vilgax's Robots (3)
  • Vilgax's Hunterbots (3)
  • Robotic Lt. (2)
  • Vulcanus (3)
  • Six Six (2)
  • Vilgax
  • Thornhound Charger
  • Maceroot
  • Cyclone Mummy
  • Dr. Viktor
  • Crystalclaw
  • Enoch
  • Kevin 11
  • Clancy


Critical reaction has been mainly average, as with many games based on TV series'. The game has been praised for its variety and storyline yet criticized for its generic, repetitive beat-em-up gameplay and average cel-shaded graphics. Another common criticism is that only five of Ben's aliens are available. However, the DS was praised for using its touch screen to activate the Omnitrix. Fan reaction however, has been mostly positive.[citation needed]


Voice Actor
Ben Tennyson Tara Strong
Max Tennyson Paul Eiding
Gwen Tennyson Meagan Smith
Fourarms Richard McGonagle
Steven Blum
Jim Ward
Forever Night
Fred Tatasciore
Enoch Richard Doyle
Kevin 11 Charlie Schlatter
Radio Announcer
Dr. Animo
Dwight Schultz
Clancy Nicholas Guest

See also

Ben 10: Alien Force (Video Game)

Ben 10 Game Creator

Hi everybody it's your lovable blogger NightRoad here with a video game review for ya. If you have forgotten we have a 5-star rating system for everything we review.

So lets get started, today I'm reviewing something I think everybody should at least try. And it's Ben 10 Alien Force Game Creator. Which is a online game where you make the game, play the game, and have others play your game.

Game play:

For starters the controls are standard for your online game: up arrow key=jump, down arrow key=move down, left arrow key=move left, right arrow key=move right space bar=special move.
Now lets get down to business, the game play really depends on the game your playing. It can range from being very interesting and engulfing, to being repetitive and boring, and from being to difficult to even finish the goal at hand. Which brings me to the object of the games. The goals are as follows, it can be as simple as getting to the gate, or just defeating all the enemy's then getting to the gate, or getting all the gems then getting to the gate, or a combination of all three. Now that you know about the goals time to learn about how you go about completing those goals with the characters.


There are a total of four characters and they each have there own special abilities.

Swampfire: Swampfire is a fire base character that shoots fire from his hands.
Jetray: Jetray is a flight base character that can fly, and can shoot lasers from his tail.
Spidermonkey: Spidermonkey is a primate type character that can jump really high, grab on to walls, and shoots webs from his tail.
Humongousaur: Humongousaur is a cross between a dinosaur and a really big man. He's very strong and can't jump very high.


The graphics are standard 2D. Don't really know if this is part of the graphics, but every once in awhile the game slows down which slows down your actions. But it isn't a very big problem for me. That's pretty much it.

Creating a Game:

The game takes you step by step through the process of creating a game. In total there are six steps you need to complete.

Step 1: Game starter

In this step you pick from nine platforms on which you build your game on.

Step 2: Background

In this step you pick from nine backgrounds.

Step 3: Hero

In this step you pick from four heroes you play as.

Step 4: Goal

In this step you pick from four goal.

Step 5: Level Design

In this step you pick what obstacles, gems, enemies, etc. that you want in the game.

Step 6: Test

In this step you test the game to make sure it's 'beatable'.

Now after all that the game will be finished.


All in all it's a great game, so I give it 4 1/2 stars, but if I was judging individual games it would be much lower. But the creators of the game can't help what people make.

If you want to check it out the title of this post is a link to the game.

Ben 10 - The Complete Season 1+2+3

Average kid Ben Tennyson becomes a host of alien-fighting superheroes with the help of an extraterrestrial device in Ben 10, an engaging and kid-friendly animated series that arrives on DVD with a smattering of extras for series devotees. Ben 10's basic premise resembles the 1960s and 1980s DC Comic title Dial H for Hero, with affable teen Ben discovering an alien device called the Omnitrix after it crashes on Earth. The Omnitrix gives Ben the power to transform into ten different and powerful alien heroes, each with their own specific super powers. Ben's discovery of the device attracts the attention of evil space warrior Vilgax, who wants it for his own universe-conquering purposes. Episodes are divided between Ben tangling with Vilgax and his crew of monstrous henchmen, and Ben's struggles to fight crime with the Omnitrix, which occasionally malfunctions and summons the wrong hero at the wrong time. Episode highlights include "Washington B.C.," in which scientist Dr. Amino mutates animals (including dinosaurs) into powerful monsters; "Hunted," with Ben battling a trio of interstellar bounty hunters sent by Vilgax; and "Kevin 11," about a maladjusted kid whose powers of energy absorption threaten to steal away the powers of the Omnitrix.

All 13 episodes of the 2005-2006 debut season of Ben 10are included on this double-disc set; fans also get a lesson on how to draw Ben from artist Scooter Tidwell, and there's a commentary track on "Secrets" from creators/Man of Action members Duncan Rouleau, Joe Casey, Joe Kelly, and writers Tramm Wigzell and Thomas Pugsley. Several of the commentary participants also contribute to a brief sneak preview of an upcoming season. -- Paul Gaita

Product Description
Ben Tennyson was just an average 10-year-old kid until he discovered a strange alien watch in a crashed meteorite. Called the Omnitrix, this watch gives Ben the ability to transform into any of 10 alien heroes, all the while keeping his 10-year-old personality.


Another Parts of Ben10

Ben 10 Season 4 - Episode 01 - Perfect Day

Direct Link


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IDM 5.14 Patcher by Ben10



Ben 10: Race Against Time

Directed by Alex Winter
Produced by Alex Winter
Written by Mitch Watson
Starring Graham Phillips
Haley Ramm
Lee Majors
Christien Anholt
Beth Littleford
Cinematography Morgan Susser
Editing by Suzanne Hines
Distributed by Warner Bros.
Release date(s) November 21, 2007-in The US, August 30th, 2008-in Canada 20 th Sepetember 6pm AEST in Australia 26th 26th September in South East Asia 7:30pm
Running time 91 min.
Country United States Canada
Language English
Budget $5 million+[1]

Ben 10: Race Against Time (2007) - In Bellwood, a mysterious figure teleports into town, and immediately starts destroying things. Ben Tennyson (Graham Phillips), in the form of Heatblast (voiced by David Franklin), confronts him. After a short battle, Ben seemingly obliterates the villain. The next day, Ben goes back to school, and has trouble adjusting to normal life again. After a bad day, he and Gwen Tennyson (Haley Ramm) go over some yearbook photos she took. In the background of one with Ben, Gwen enhances a blurred spot and reveals the same villain Ben defeated earlier. Max Tennyson (Lee Majors) identifies him as Eon (Christien Anholt), an alien the Plumbers captured almost two centuries ago. When he arrived, he brought a device with him called the Hands of Armageddon, which would open a time rift to the alien's home dimension and unleash his race upon Earth if activated. They travel to the containment facility where Eon is supposed to be kept, only to find it empty and his guardian aged to near-death.


Taking place after the series, the story opens in Bellwood as a mysterious figure appears immediately starts destroying things. Ben Tennyson (Graham Phillips), in the form of Heatblast (voiced by David Franklin), confronts him. After a short battle, Ben seemingly obliterates the villain.

The next day, Ben goes back to school, and has trouble adjusting to normal life again. After a bad day he gets bullied by Cash (Tyler Patrick Jones), JT (Tyler Foden)and two girls he tried to flirt with earlier in the movie resulting in Greymatter (voiced by Carlos Alazraqui) causing a ice-cream party. Later he and Gwen Tennyson (Haley Ramm) go over some yearbook photos she took. In the background of one with Ben, Gwen enhances a blurred spot and reveals the same villain Ben defeated earlier. Max Tennyson (Lee Majors) identifies him as Eon (Christien Anholt), an alien the Plumbers captured almost two centuries ago. When he arrived, he was half dead and brought a device with him called the Hands of Armageddon, which would open a time rift to the alien's home dimension and unleash his race upon Earth if activated. They travel to the containment facility where Eon is supposed to be kept, only to find it empty and his guardian aged to near-death.

Traveling back to Bellwood, Max takes Ben and Gwen to the location of the Hands of Armageddon, guarded by the few remaining Plumbers including Principal White (Robert Picardo) and other people Ben and Gwen know. Eon has followed them and breaks into the facility, but cannot activate the device. When Ben attempts to use the Omnitrix, it malfunctions, glowing purple and refusing to activate. Eon attempts to kidnap Ben, claiming it to be a rescue, but Ben escapes. Eon manages to corner Ben, explaining that his race learned to control time itself, but trapped themselves by misusing their power. He claims that his fate is intertwined with Ben's. Eon is scared off by an old man who happens to be another Plumber before he can elaborate. Grandpa Max decides it would be best for Ben to leave Bellwood so that Eon won't find him, but Ben bravely refuses and they both come to a deal where Ben will be monitored daily by a Plumber in disguise.

The Plumbers, all around town, guard Ben around the clock. When Ben goes to the school gym to be alone, Principal White attempts to calm Ben's fears just when Eon arrives again and shoves White out of the way. This time, Ben is able to become Diamondhead (voiced by Daran Norris) and fight him off. Later on that day, Ben decides to lure Eon into a trap by purposefully leaving himself open, but this backfires and he is captured along with Gwen and Max.

At the Plumber facility storing the Hands of Armageddon, Eon explains some of the background of the Omnitrix: Ben can only remain in his alien forms for ten minutes at a time, a failsafe to prevent them from overwhelming his personality. Eon knows how to deactivate the failsafe, and in doing so can resurrect himself through the Omnitrix. He does so, and Ben is transformed into a younger version of Eon. The older one retreats since there are now two of him. Reborn, Eon activates the Hands of Armageddon. Gwen and Max manage to free themselves and work to stop him. While Max tries to disable the time rift, potentially at the cost of his own life, Gwen appeals to Ben inside Eon. Ben successfully overcomes Eon, and with the help of the other Plumbers manages to save Max and disable the time rift, sending Eon's race back to their own dimension.

Just when it seems like they've won, time stops for everyone but Ben. The older Eon reappears, angered at Ben's victory. Ben transforms into Wildmutt (voiced by Dee Bradley Baker) and fights him off, eventually knocking him into the Hands of Armageddon, destroying both the Hands and Eon. After doing an impromptu magic trick for the school talent show, using Wildmutt's timely de-transformation and a well placed stage curtain, Ben finally accepts being just Ben for a while. However, Max points out that aliens are persistent, and as the film ends, an alien ship, resembling Vilgax's, flies towards Earth.


Ben 10: Race Against Time featured CGI effects and characters, including four of the aliens from the TV series:[1] Diamondhead, Grey Matter, Heatblast, and Wildmutt. Winter stated at the 2007 upfront presentation that he wanted Ben 10: Race Against Time "to look like X-Men," an epic adventure that is "more cinematic than cartoony" and appeal to all ages. Winter also promised the film will feature "no Jar Jar."[2] In a behind-the-scenes video played on Cartoon Network's video service, Winter describes the film as "everything you've ever seen in Ben 10 come to life." The movie premiered on Teletoon in Canada on August 30, 2008.

Awards and Nominations

Ben 10: Race Against Time was nominated for two Visual Effects Society Awards: Outstanding Visual Effects in a Broadcast Miniseries, Movie or Special - Dina Benadon, Evan Jacobs, Brent Young, Chris Christman; and Outstanding Animated Character in a Live Action Broadcast Program or Commercial - Brent Young, Michael Smith.[3]


Actor Role
Graham Phillips Ben Tennyson
Haley Ramm Gwen Tennyson
Lee Majors Max Tennyson
Christien Anholt Eon
Beth Littleford Sandra Tennyson
Robert Picardo Principal White
Aloma Wright Mrs. Dalton
Tyler Patrick Jones Cash
Tyler Foden JT
Jeff Jensen Mr. Hawkins
Sab Shimono Old Man
David Franklin Heatblast
Carlos Alazraqui Grey Matter
Daran Norris Diamondhead
Dee Bradley Baker Wildmutt


Cartoon Network announced at their 2008 upfront that they are currently developing a sequel to Ben 10: Race Against Time.[4].


Ben 10: Alien Force

Ben 10: Alien Force

"Ben 10: Alien Force" logo
Format Animation / Action
Created by Duncan Rouleau
Joe Casey
Joe Kelly
Steven T. Seagle
Voices of Yuri Lowenthal
Dee Bradley Baker
Ashley Johnson
Greg Cipes
Paul Eiding
Kevin Conroy
Vicki Lewis
Country of origin United States
No. of seasons 2
No. of episodes 22 (List of episodes)
Running time 22 minutes approx.
Original channel Cartoon Network
Original run April 18, 2008 – present
Preceded by Ben 10
External links
Official website
IMDb profile summary

Ben 10: Alien Force is an American animated television series created by "Man of Action" (a group consisting of Duncan Rouleau, Joe Casey, Joe Kelly, and Steven T. Seagle), and produced by Cartoon Network Studios. It is a sequel to Ben 10. The series premiered on Cartoon Network on April 18, 2008, in the United States, with its Canadian premiere on Teletoon on September 6, 2008. The series was originally produced under the working title of Ben 10: Hero Generation. It's South East Asian premiere is on January 2nd on Cartoon Network Asia, following reruns of Ben 10 episodes and the movies (These reruns are titled Ben 10 Weekends).



Five years after the events of the original series, 15-year old Ben Tennyson must put the Omnitrix back on to rescue Grandpa Max from a new foe: the Highbreed and their DNAlien servants, who are joined by the Forever Knights. Unable to complete this task by himself, he is joined by his cousin Gwen and a reformed Kevin. Along the way, they meet the children of other Plumbers, many of whom have powers similar to Ben's previous alien forms as a result of an alien parent.


Ben Tennyson
Ben fills the role of leader after Max disappears. The Omnitrix has been recalibrated, giving him access to a new set of alien heroes. Over the past few years, Ben has matured dramatically.
Gwen Tennyson
Now 15, Gwen is much more proficient with her powers, able to manipulate energy directly as opposed to using spells (this is due to her recent discovery of being born of an alien bloodline). Gwen is much calmer and grown up, nowhere near as fiery or sharp-tongued as she was five years ago.
Kevin Levin
A former nemesis of Ben, 16-year-old Kevin reforms and joins the Tennysons on their quest to repay Magister Labrid for saving him from the Forever Knights. His abilities now allow him to absorb the properties of any solid matter he touches.
Max Tennyson
Max is a semi-retired member of the Plumbers. He disappears while investigating the Highbreed plot, leaving only a few cryptic messages for Ben to find. He is briefly reunited with his grandchildren in "Max Out", but sacrifices himself to destroy a Highbreed factory at the end of the episode. In the episode "Voided", it is learned that Max is still alive but was sucked into the Null Void in the explosion; he promises Ben that he'll come back soon.
Julie Yamamoto
Julie is Ben's girlfriend who is very skilled at tennis. In "Pier Pressure" she finds out about the Omnitrix when Jetray says her name. In the episode "Pet Project" we learn that she has grown a special bond with Ship.
The Highbreed believe themselves to be the purest of all species, and intend to cleanse the galaxy of impure lower life forms. Earth is their next stop.
Hybrids of humans and alien drones that serve the Highbreed, the DNAliens are able to disguise themselves as humans using special identity masks.
The Forever Knights
Alien arms dealers, the Forever Knights have worked in secret ever since their formation in the Middle Ages. Unaware of the Highbreed's true intentions, the Forever Knights are currently in business with them.

Live Action Film

A live action film based on Alien Force (and a sequel to Ben 10: Race Against Time) was announced by Cartoon Network at their 2008 upfront . A teaser for the film was shown at the premiere of Star Wars: The Clone Wars. The film is said to be coming on fall 2009. Lee Majors will reprise his role as Max Tennyson.

Video game

D3 Publisher of America will produce a Ben 10: Alien Force video game for the Wii, PlayStation 2, Nintendo DS, and PSP systems. Players will be able to control the three main heroes, as well as five of Ben's alien forms: Big Chill, Humongousaur, Jetray, Spidermonkey, and Swampfire. Chromastone, Echo Echo and Goop will be playable in the Nintendo DS version.

Ben10 Episode list

Season 1: 2005–2006

EP# Title Airdate Prod. code
1 "And Then There Were 10" December 27, 2005 101
Near Earth, a battle between two space ships takes place. Clearly outmatched, the smaller of the two fires a laser at the larger ship's bridge and launches a pod to Earth amidst the confusion. The bridge explosion nearly kills the large ship's commander, Vilgax, but the smaller ship appears to have been destroyed completely. On Earth, Ben Tennyson begins his cross-country summer vacation with his cousin, Gwen, and his grandpa, Max. Ben finds the crashed pod at their first stop. Within it is a watch-like alien artifact. Reaching to touch it, the watch jumps onto his wrist and refuses to come off, unwillingly merging with his DNA. Ben accidentally discovers that it can change his form into various alien creatures and quickly learns how to use it. Deciding that he could be a superhero who can actually help people, Ben uses the watch to destroy robots sent by Vilgax to retrieve it, thus beginning a summer of adventure for himself, Max and Gwen.
2 "Washington B.C." January 13, 2006 102
During a trip to Washington D.C., Ben confronts Dr. Animo, a disgruntled scientist whose Transmodulator can mutate living animals, and even resurrect dead ones, and eventually learns a lesson about what being a hero really means.
3 "The Krakken" January 14, 2006 103
Ben encounters a lake monster called the Krakken and a fisherman obsessed with catching it. He soon finds out the creature is upset because Jonah Melville, a poacher in the guise of an animal lover, is stealing the creature's eggs. After Ben retrieves the eggs, a close scene is shown with the Krakken cuddling her regained eggs in her nest.
4 "Permanent Retirement" January 21, 2006 104
Ben and Max drive to a retirement center to visit Ben's Aunt Vera, but evil alien shape-shifters, called the Limax, are kidnapping and replacing the elderly residents in order to devour them later.
5 "Hunted" January 28, 2006 105
Still in recovery, Vilgax hires three alien bounty hunters to retrieve the Omnitrix: a robotic crustacean named Kraab, an assassin named Sixsix, and a mysterious gunman named Tetrax. The trio encounters Ben playing around with the watch and force him to flee. However, when Ben attempts to fight Tetrax, who had separated from the group, Tetrax criticizes him for his lack of strategy while in combat. Proving himself to be on the good side, Tetrax aids Ben in warding off Kraab and Sixsix. Realizing that Ben took his words to heart, Tetrax decides to leave the Omnitrix with the child and awards him with a hoverboard.
6 "Tourist Trap" February 4, 2006 106
While in a tourist trap town called Sparksville, Ben plays a practical joke that accidentally unleashes Megawhatts, small creatures made from electrical energy, on the town. Ben must stop them from multiplying out of control and destroying the town with their dangerous pranks. Ben eventually turns to Heatblast to seal the Megawhatts in the World's Largest Lightbulb.
7 "Kevin 11" February 11, 2006 107
Straying from Max after an argument, Ben meets and befriends a boy named Kevin, who has the power to absorb any form of energy. Their first misadventure forces Ben to reveal what the Omnitrix is capable of. Kevin suggests that they team up. However, Kevin just wants the Omnitrix's power at his disposal; being treated like a monster for his strange powers since birth, Kevin had let hatred build up in his heart and is now out to get back at those who had hurt him. Ben attempts to reason with Kevin but ends up fighting him as Heatblast, at which point Kevin escapes and Max finds Ben. Ben finds Kevin terrorizing some bullies with energy stolen from Heatblast and fights him as Fourarms. Ben defeats Kevin this time, forcing him to flee. Unknown to Ben, however, Kevin had absorbed energy from the Omnitrix after all.
8 "The Alliance" February 18, 2006 108
Fourarms reluctantly fights a female thief named Joey and her gang, but Vilgax sends more attack drones at the same time. While Ben shifts his attention to the drones, Joey attacks Max. Ben destroys the robots and knocks Joey out, leaving them all at the scene in order to get Max to a hospital. While he is away, the drones fuse with Joey, transforming her into a semi-robotic being called Rojo. Vilgax makes telepathic contact with Rojo through the drones and commands her to steal the Omnitrix. At the hospital, Ben realizes that his watch makes him a constant target and puts Gwen and Max in danger by association; worried for their safety, Ben runs away. He later encounters Rojo and fights her as XLR8, which proves futile. With advice from Max via cell phone, Ben defeats Rojo as Upgrade by merging with and shorting out her robotic parts. In the process, Vilgax makes telepathic contact with Upgrade through the drones and threatens him, claiming that he will obtain the Omnitrix some day. Ben returns to Max and Gwen upon the realization that he needs them. Max tells Ben not to worry about what Vilgax said; however, Max expresses a look of anxiousness while Ben is out of sight.
9 "Last Laugh" February 25, 2006 109
While visiting a travelling circus, Ben fights an evil clown named Zombozo, who drains the souls of everyone watching through their laughter, all the while inhibited by a coulrophobia. Conquering his own fear, Ben defeats Zombozo by terrifying him as Ghostfreak and saves his family from the evil clown's soul draining machine. During this fight, Ben first notes that he scared himself while fighting as Ghostfreak.
10 "Lucky Girl" March 4, 2006 110
Ben defeats a magician named Hex as he attempts to steal a spellbook. During the fight Ben retrieves one of Hex's five magical Charms of Bezel and gives it to Gwen. The charm gives Gwen the power of probability manipulation. Using a Mardi Gras costume, Gwen becomes a new superheroine named "Lucky Girl," and begins stealing the spotlight from Ben while proving she's also got what it takes to be a crime-fighter. Unfortunately, Hex wants his charm back. He takes the spellbook and lures Gwen into a trap. He is able to take back his charm and begins an incantation to suck the entire city of New Orleans into a vortex. Fortunately, Gwen catches him off guard and takes back the Charms of Bezel, smashing them so that they may never be used again for any evil purposes. Fourarms restrains Hex until he is arrested.
11 "A Small Problem" March 11, 2006 111
In a fit of stubbornness, the Omnitrix transforms Ben into Grey Matter and leaves him stuck in that form for far longer than normal. During this time, Grey Matter is captured by an alien-obsessed nerd named Howell Wayneright. Grey Matter successfully contacts Gwen and Max for a short period before a secret society of modern knights, known as The Organization, retrieves both Grey Matter and Howell. The two work together to escape and quickly discover a room filled with extraterrestrial technology, with which The Organization could take over the world. Grey Matter sabotages one of the objects to trigger an explosion and take down The Organization's base. Enoch, The Organization's leader, orders his men to find information on Ben and his family.
12 "Side Effects" March 18, 2006 112
A man named Clancy, who has the power to control insects take revenge on Councilwoman Liang because she wants to tear down the building where he and his insects live. Meanwhile Ben has to deal with the strange side effects a cold has on his alien forms after celebrating stopping an attempted robbery by having an ice cream party.
13 "Secrets" March 25, 2006 113
With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He again contacts Ben in a dream, which Ben tells Max about. Worried, Max plots a course to Mount Rushmore. Ben ignores Max's warnings not to go alien and flies off to stop trouble along the way, only to engage in combat with Vilgax. After a futile struggle, Vilgax captures Ben and brings him aboard his ship. Having retrieved weapons from a secret base in Mount Rushmore, Max and Gwen free Ben from Vilgax's extraction device. Ben and Vilgax fight again, but Ben surrenders when Vilgax holds Max and Gwen hostage. Unknown to either of them, Max had activated a self-destruct command on Vilgax's ship. Ben traps Vilgax and escapes, leaving his opponent in the resulting explosion.

Season 2: 2006

EP# Title Airdate Prod. code
14 "Truth" May 29, 2006 201
After the incident with Vilgax, Max tells Ben and Gwen about his secret past. He really was a plumber, but not the garden variety version. He was part of a secret government organization known as "The Plumbers," that dealt with extra-terrestrial and paranormal phenomenon that others couldn't. The organization was disbanded after he defeated Vilgax for the first time. During one of Ben's regular acts of heroism, they run into Max's old partner, Phil. Phil is still in the business of hunting aliens, though he is now a freelance agent. He suggests that they remake The Plumbers, but Max is against the idea. Ben, however, is much more enthusiastic about the idea. During another alien battle, Ben reveals the secret of the Omnitrix to Phil, and Phil is even more determined to get him as a partner. Phil ends up taking them to an expensive hotel, which he is able to pay for thanks to rewards for capturing the aliens. The frequency of the alien attacks, as well as the familiar aliens themselves, raises Max's suspicions, and he heads to Mount Rushmore to check on something. There, he finds the Null Void Projector—a weapon that can trap things in, or release them from, an alternate dimension—missing. Phil has been abusing it to scam various hotel owners into paying him to remove the aliens that he sets free. Phil releases an alien to deal with Max, but Ben is able to rescue him and eventually trap Phil in the Null Void.
15 "The Big Tick" May 30, 2006 202
During a trip to Yellowstone National Park, Ben discovers a new form on the Omnitrix: Cannonbolt, an armadillo- and beetle-like alien. At the same time, a meteor crashes nearby unleashing a giant, tick-like alien called the "Great One" that intends to devour the planet. On top of that, it has its very own worshipers, who intend to make sure it completes its task. Ben easily defeats the worshippers, but the Great One is impervious to all of his original alien forms. Since nothing else works, Ben has to rely on a form he knows nothing about in order to defeat the Great One. He quickly discovers that Cannonbolt is impervious from any attack when rolled into an armored ball and penetrates the Great One's armor in that form, killing the alien from the inside. The worshipers proclaim Ben the new Great One, but change their minds once he reverts back to normal.
16 "Framed" May 31, 2006 203
In San Francisco, Ben discovers that look-alikes of his aliens are committing crimes around the city. Ben encounters the imposter and discovers that it was really Kevin; their last battle has permanently given Kevin the ability to transform into the various aliens of the Omnitrix. Kevin leaves Ben to pay for his own crimes performed as Omnitrix aliens, bringing Ben into direct conflict with Lt. Steel of the government's Special Alien Capture Team. Evading Steel, Fourarms confronts Kevin atop the Golden Gate Bridge. Kevin loses control of the Omnitrix's powers during the battle, prompting Ben to walk away. Kevin's rage at the loss forces one final transformation: a fusion of all of the Omnitrix aliens without the ability to revert to human form. Blaming Ben for the mess, Kevin vows to kill Ben once and for all. Fourarms is no match for the new mutation. Fortunately, Steel had observed the battle and conversation and decides that Kevin is the enemy, knocking him into the water below. Ben and the Tennysons leave the scene with approval from Steel.
17 "Gwen 10" June 01, 2006 204
When Ben wakes up one morning, he finds the Omnitrix missing from his arm. Weirder still is the fact that Gwen and Grandpa Max have no idea what he's talking about when he asks about it. Ben soon discovers that he's actually reliving the very first day of summer, the same day that Ben found the Omnitrix to begin with, but in an alternate reality. At the campsite, Ben tries to find the Omnitrix as it crashes to Earth, only to find out that it has already been found... by Gwen! Gwen quickly adjusts to the Omnitrix's powers, with much greater skill than Ben. However, unlike the first episode Vilgax was not injured at all earlier and is already heading for Earth to take it back from her, preferably in a very painful way. Ben's going to have to prove himself to be a hero without the Omnitrix to back him up if he wants to save Gwen.
18 "Grudge Match" June 07, 2006 205
Diamondhead battles the still-mutated Kevin, who had rendered Gwen and Max unconscious. A droid named Slix Vigma observes their fight, recognizing them as potential gladiators. Amidst the combat, a teleportation beam takes Diamondhead and Kevin to a huge ship called the Mega Cruiser, where life or death gladiator matches are regularly held between slaves captured from different alien races. There, Vigma makes Ben and Kevin a team, bonding them with shackles that transfer pain from one to the other. With no choice, Ben and Kevin battle another captive, Technorg, during which Ben teaches Kevin new attacks combining Omnitrix alien abilities in order to win. Though Kevin intends to kill Technorg, Ben restrains him and spares his opponent's life. After the fight, Ben and Kevin rally the other prisoners, who nearly all escape. However, Kevin traps Ben with the intent to kill, revealing that he still bears a grudge. Fortunately, Technorg abides by a code of honor and saves Ben, sending him back to Earth. Kevin is left aboard the Mega Cruiser with Technorg.
19 "The Galactic Enforcers" June 13, 2006 206
When a pair of bounty hunters plan to use raw minerals from earth to build a devastatingly powerful bomb, Ben joins a group of alien super heroes, the Galactic Enforcers, in order to stop them. However, all is not well with the new group, as a small gift of Ben's chocolate is all that's needed to weaken the group's leader, Ultimos. This causes his second, Cynaptak, to take the lead in order to try showing Ben up. However, the Enforcers tactics involving 'commanding presence' backfire on them, and nearly getting Tiny hurt in the process. However, after Ben goades Cynaptak into rescuing Tiny from a landslide, Ben and the Enforcers put aside their differences to finally arrest the bounty hunters.
20 "Camp Fear" June 21, 2006 207
Distracted by Ben and Gwen quarreling, Max almost hits a young camper on the road. They take the boy back to his camp, Camp Opinicon, only to find no one there. As they investigate the premises, they find two more children, twins, who are hiding from something that caused the camp to become deserted. Max is captured by tendrils while he investigates, prompting Ben and Gwen to split up. While Gwen leads the campers to safety from fungal mutants, Ben attempts two failed rescue missions, getting captured on the second. In trying to escape, Ben unlocks a new alien form, a plant-like alien named Wildvine; however, even Wildvine cannot defeat the brain that controls the fungal creatures. Fortunately, Ben drops an antifungal drug (a.k.a his shoe) onto the brain and causes it and its minions to wither. Ben and Gwen spread more of the antifungal powder on its tendrils and save the camp.
21 "Ultimate Weapon" July 6, 2006 208
Max's Plumber equipment detects that an ancient mask had been unearthed. This quickly triggers a change in Max's attitude; he claims that this artifact would lead to the most powerful weapon ever designed, and that he should retrieve it before it falls into the wrong hands. Max immediately becomes more impatient, worse-tempered, and far stricter. Upon retrieving the mask, the Tennysons come into conflict with The Orgainization, now called the Forever Knights, who want to find the weapon themselves. The Tennysons end up with the mask after a struggle and use it to find the ultimate weapon, the Sword of Ekchuah, inside of a Mayan pyramid. There, Fourarms faces off against the Mayan death god Ah Puch while the Forever Knights fight Max for the sword. In a painstaking decision, Max decides to save his family instead of claiming the weapon, realizing which was more important. His choice was not in vain, as the antique sword crumbles to dust once Enoch takes it. The temple collapses, and though Max warns Enoch not to stay, Enoch remains inside in an attempt to collect the dust that was once the ultimate weapon.
22 "Tough Luck" July 12, 2006 209
Gwen dons her Lucky Girl costume again upon finding the Keystone of Bezel at a convention in Las Vegas. Rather than magical luck, the Keystone increases all of Gwen's natural abilities, making her a more efficient and powerful heroine. At the same time, Hex has been busted out of prison by his niece, Charmcaster, and seeks to use the keystone to restore the destroyed charms. Charmcaster tricks Gwen into trusting her so that she could easily take the Keystone and give it to Hex. However, Charmcaster double-crosses her uncle so that she can take the Charms power for herself. Wildvine stops the recreation process and Gwen defeats Charmcaster herself. To do so, she instinctively fires an energy blast from Hex's staff which suggests an affinity for magic.
23 "They Lurk Below" July 18, 2006 210
The family ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who didn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threatened to destroy the whole resort. While the kids find a way to cooperate with each other to find the source that lures them in, Donovan himself learns a few lessons in how to bond better with his grandson.
24 "Ghostfreaked Out" July 25, 2006 211
Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of a school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreak removes his second layer of skin in order to possess Ben, revealing a horrifying creature underneath. As a side effect of removing it, though, he can no longer withstand sunlight and is forced to retreat. Ghostfreak scares the circus trio into working for him as he schemes to possess Ben and gain control of the Omnitrix. Ben and family encounter Ghostfreak and his minions that night. Gwen and Max easily deal with the circus trio, but he has Ben on the run. As Ghostfreak prepares to possess him, Ben pulls back the curtains in the room while the sun is rising, incinerating him.
25 "Dr. Animo and the Mutant Ray" August 25, 2006 212
When Ben tries to take apart the Omnitrix to see how it works, he ends up breaking off its face and causing weird combinations of his alien forms when he transforms. Additionally, the broken piece begins mutating the smaller creatures it comes into contact with. Meanwhile, Dr. Animo escapes from prison and, during a battle with Ben, finds the broken piece of the Omnitrix. Using it, he is able to complete his large-scale Transmodulator, giving him the power to mutate the entire planet in a single shot.
26 "Back With a Vengeance" October 9, 2006 213
Ben accidentally figures out the master control of the Omnitrix, allowing him to become any alien just by thinking about it, and stay an alien indefinitely. Elsewhere, Kevin had assumed control of the Megacruiser. Using it to navigate the Universe, he locates and revives Vilgax. The two battle, but Vilgax quickly realizes the nature of Kevin's mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight to a stalemate. Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm. Gwen enters the Null Void in order to retrieve Ben. Unfortunately, Kevin takes her hostage, forcing Ben to give away the Omnitrix in order to save her. But before anyone can escape, Kevin double-crosses Vilgax. Ben and Gwen procure the Omnitrix in the resulting brawl and leave the villains trapped in the Null Void dimension. Ben reattaches the Omnitrix, only to realize that he had zeroed out the master control and can no longer perform mind-accessed transformations.

Season 3: 2006–2007

EP# Title Airdate Prod. code
27 "Ben 10,000" November 25, 2006 301
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.
28 "Midnight Madness" December 2, 2006 302
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 except Ben. Ben stops him as Wildvine and Sublimino is presumably arrested.
29 "A Change of Face" December 9, 2006 303
While Ben and family are visiting Salem, Massachusetts, Charmcaster attacks in an attempt to switch bodies with Ben; however, Gwen interferes, causing Charmcaster to switch with her instead. Gwen gets arrested in Charmcaster's body while Charmcaster stays with the unaware Ben and Max and tries to cook up another body-transfer spell. Gwen escapes from jail and returns, convincing Ben of the truth before Charmcaster tries again. However, Charmcaster manages to swap their bodies once more, ending with Charmcaster in her true body while Gwen and Ben have switched. The two swap back as a result of Charmcaster's third body-swap spell and Cannonbolt defeats Charmcaster. In the aftermath of the battle, Gwen ends up taking Charmcaster's spellbook for her own use and in hopes of building up her magic.
30 "Merry Christmas" December 11, 2006 304
Ben, Grandpa Max, and Gwen come upon a bizarre Christmas village run by a Christmas-obsessed man 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 unloyal elves, who happens to be the son of the Christmas-obsessed man. The village was frozen at Christmas, in the 1930s, But when Ben delivers all the gifts that had been made, time catches up to the village instantly.
31 "Benwolf" February 17, 2007 305
During a visit to New Mexico, a wolf-like creature appears in a flash of purple lightning. Once there, it begins stealing satellite equipment for an unknown reason. One of Max's old friends believes it to be a Yenaldooshi, or Navajo werewolf, a sign of pure evil. Wildvine fights the creature, but it bites Wildvine's root just before Ben returns to normal. It nearly kills Ben as a human, but he is spared when the wolf accidentally scratches the Omnitrix rather than Ben himself. Afterwards, Ben begins transforming into a werewolf himself, presumably an effect of the bite. The others hurry to kill the werewolf before Ben's transformation is complete. However, they discover that werewolf is actually an alien. By scratching the Omnitrix, it added its own DNA to the Omnitrix, which was gradually shifting Ben into that form. Upon reverting back to human form some time later, Ben fights the werewolf as Cannonbolt inside an active volcano, sealing it within. The group is unable to find the missing equipment, but assume the threat to be over. However, the alien had finished building a transmitter from the parts he salvaged, and it activates on its own.
32 "Game Over" February 24, 2007 306
Ben and Gwen are playing Sumo Slammer video game and Gwen is beating Ben at it. As a result, Ben turns into Upgrade and merges with the computer so he can lower Gwen's score. As Gwen tries to get Ben out, lightning hits the van and zaps them both into the game. It isn't long before they realize that all of the aliens in the Omnitrix are unavailable and they have to collect tokens in order to activate certain ones. They progress through the levels in order to get the Upgrade token and allow them to leave the game. However, the villain of the game hears them, and wants to use the Upgrade token to leave the game and take over the real world.
33 "Super Alien Hero Buddy Adventures" March 3, 2007 307
When a television show called Super Alien Hero Buddy Adventures, which stars corny cartoon versions of Fourarms, Heatblast, and Wildmutt, shows up, Ben wants 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. The Commando suspects that the artist producing the cartoon, Tim Dean, is responsible, but Gwen suspects foul play on the Commando's part.
34 "Under Wraps" March 10, 2007 308
In order to teach Ben and Gwen the value of hard work, Grandpa Max takes them to a farm. However, a farmhand 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.
35 "The Unnaturals" March 17, 2007 309
Ben goes to see his favorite Little League team, and discovers 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.
36 "Monster Weather" March 24, 2007 310
Grandpa Max takes Gwen and Ben to a music festival in Chicago to see his favorite old time band, Shag Carpeting, but the event is interrupted by a weather-controlling robot called S.A.M. Ben uses Fourarms to send shockwaves to the robot eventually destroying him.
37 "The Return" April 7, 2007 311
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. To Ben's horror, Vicktor revives his master: Ghostfreak.
38 "Be Afraid of the Dark" April 14, 2007 312
From where the "The Return" left off, Ben is now facing both 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. Meanwhile, Max and Gwen fight the mummy aboard the space center and attempt to thwart Ghostfreak's plan from there. Upgrade seemingly defeats the mummy, but Ghostfreak appears again and manually starts the device. In pure darkness, Ghostfreak's form enhances; Ben's new Benvicktor form holds him off until doctor Vicktor came back. However, Max tricks Vicktor into destroy the projector, ruining Ghostfreak's plan and apparently killing the werewolf. In a fit of rage, Vicktor attempts to warp Ben away, but accidentally banishes himself and the mummy. Ben and Gwen escape with Max on the shuttle, on which they again expose Ghostfreak to sunlight and defeat him. Cannonbolt protects Gwen and Max from atmospheric reentry, and the three land in Egypt. In the aftermath of the attack, Ben realizes that he has gained Ghostfreak's natural form on the Omnitrix.
39 "The Visitor" April 21, 2007 313
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. Ben and Xylene reluctantly team up to save him. In the process, Xylene uses her knowledge of the Omnitrix to unlock a new form, Upchuck, which Ben uses to destroy the robot. At that, Xylene prepares to leave the planet and repeats her offer to Max. Max declines, claiming that Ben and Gwen are his whole world.

Season 4: 2007-2008

EP# Title Airdate Prod. code
40 "Perfect Day" July 14, 2007 401
Ben seems to be having a perfect day: Grandpa Max makes a breakfast Ben considers edible, a bus full of cheerleaders breaks down in front of him and unreleased games fall off a truck. However, when another Gwen and Grandpa Max show up, he discovers that Enoch and the Forever Knights have trapped him in a dream world while they attempt to remove the Omnitrix from his wrist. Revealed, Enoch turns the dream into a nightmare...Ben's school. After managing to take control of the dream and escape, Ben traps Enoch in his own dream world. Once the Tennysons leave, another Forever Knight, the "Forever King", decides to leave Enoch to his fate because of one too many failures.
41 "Divided We Stand" July 19, 2007 402
During a trip to the beach, Ben discovers a new alien on the Omnitrix, Ditto. Ditto has the power to multiply at will, drawing the attention of Dr. Animo, who has just escaped from prison with the help of a mutated seagull. He captures one of Ben's Ditto clones in hopes of exploiting his alien DNA for his own evil purposes. Using the alien DNA, Animo creates an army of self-multiplying mutant Stinkflies, but Ben exploits the inherent weakness in the clones to destroy every Stinkfly clone and capture Dr. Animo once more.
42 "Don't Drink the Water" July 26, 2007 403
Growing weak with old age, Hex is seeking out something to make him stay young. At the same time, Max is having difficulties with his aging body, so he decides to impress his grandkids at a fair to show them he's not as elderly as he seems. At the dunking game Max challenged them to, he and Ben both get splashed, unaware that the water is from the Fountain of Youth. Max regresses into a ten-year-old while Ben becomes a four-year-old. The booth's owner is the guardian of the fountain, having been charged to do so by Juan Ponce de León 400 years previous. Hex manages to force the man into revealing the location of the fountain, which he uses to become young again. However, Ben uses Heatblast to vaporize the fountain, in the process exposing Hex to enough of the water to turn him into an infant. With the fountain gone, the man reveals that the effects of the water will wear off without constant exposure. Meanwhile, Charmcaster finds her infant uncle and enjoys taunting him at his expense.
43 "Big Fat Alien Wedding" August 2, 2007 404
Ben, Gwen, and Grandpa Max attend a family wedding for Max's nephew Joel and his bride-to-be, Camille. Before the day of the wedding, Ben tries to go swimming in the lake, only to interrupt a mud alien's attempt to sabotage the wedding. Ben defeats the sludge alien as Cannonbolt, but finds the groom's parents pointing rifles at him soon after. He escapes with Gwen's help, and Max explains that the groom's side of the family are all Plumbers, while the bride's side are all mud-like aliens, called "Sludges", which the Plumbers were enemies with until Joel and Camille meet. This wedding represents a truce. However, on the wedding day, chaos erupts when Camille's parents revolt against the marriage and show their true selves. As Heatblast, Ben defeats them with a little help from the angry bride.
44 "Ben 4 Good Buddy" September 22, 2007 405
While traveling through a desert, the Tennysons encounter a group of modern-day pirates called the Road Crew attempting to hijack the RV of Laurence Wainright. After stopping the Road Crew, the family makes a pit stop and Ben and Gwen start to complain about how the Rust Bucket doesn't work right and isn't nearly as luxurious as Laurence's RV. Shortly afterwards the Road Crew returns and steals the Rust Bucket. While Grandpa Max tries desperately to track down the Rust Bucket, the Road Crew give it a makeover for use in their plans. The Tennysons "borrow" Laurence's RV to catch up to the Road Crew just as they steal missiles from a train. Baron Highway, the leader of the Road Crew, plans on using the missiles to destroy the new highway, which in turn will increase traffic on the roads that the Road Crew patrol. Ultimately Ben stops Baron Highway's plan using his knowledge of the Rust Bucket's quirks.
45 "Ready to Rumble" September 29, 2007 406
After damaging Gwen's laptop, Ben enters a mutant wrestling competition as Fourarms to earn some money to replace it, becoming an instant celebrity. During the tournament, he fights a pair of mutant brothers who owe a mob boss a large sum of money in order to save their farm. They entered the competition in order to pay off their debt, which Ben doesn't learn about until after defeating them. After learning the truth, Ben goes with them to save their mother, who is being held by the gang as "collateral". After rescuing her, Ben gives the prize money to the family since they need it more than he does. Returning home, he admits to what he did, only to discover that the computer wasn't even broken in the first place.
46 "Ken 10" October 6, 2007 407
In the future, Ben's son Ken is celebrating his tenth birthday, and to commemorate the occasion Ben gives him an Omnitrix of his very own. However, he equips it with a limiter, unwilling to trust his son to defeat villains on his own. Ken soon befriends a boy named Devlin, and the same night Kevin 11 attacks. Unable to locate the Null Void, which Ben has moved after the events of "Ben 10,000", he retreats. Ken, also unaware of the move, endeavors to find it on his own, only to unwittingly lead Devlin, who is Kevin's son and can transform into his father's mutant form, right to it. Devlin releases his father from the void, but is soon heartbroken to learn that Kevin's only interest is in fighting Ben, not in seeing his son. Kevin is ultimately defeated by the combined forces of Ben 10,000, Ken 10, and Devlin 11, who is later adopted into the Tennyson family.
47 "Ben 10 vs. the Negative 10 (Part 1)" March 9, 2008 409
The Tennysons pick up the grandson of another Plumber named Cooper, who is hitching a ride home with them. Meanwhile, a Plumber base at Fort Knox is robbed by the Circus Freaks and Sublimino. By the time the Tennysons find out, they are too late to help. They soon learn of a second robbery, this one run by Rojo (having gained a new cybernetic suit), Animo, Clancy (mutated into an insect), and Charmcaster. Max discovers that they are searching for the keys to the "Sub Energy", an extremely potent sub-atomic power source given to the Plumbers by an alien race. they lose the keys to the villains, and attempt to route them at the Mount Rushmore base, where the Sub Energy is stored. However, they find that the Forever King, joined by a subordinate and the villains that raided the earlier bases, has beaten them to it. He dubs his team the Negative 10 and sets them upon the Tennysons.
48 "Ben 10 vs. the Negative 10 (Part 2)" March 9, 2008 410
Ben, Gwen, and Max, along with Cooper, use the Plumbers' Mount Rushmore installation to mount a final stand against the Forever King's forces. Max discovers that the Forever King was once a plumber named Driscoll who was kicked out after hoarding alien technology. Despite their best efforts, they are unable to keep Driscoll from obtaining the Sub Energy. Driscoll uses the energy to enhance his armor suit and battles Ben, who is able to use Upchuck to digest the power source and destroy it safely (he obliterates the Mount Rushmore faces in doing so, however).
49 "Goodbye and Good Riddance" April 15, 2008 408
Ben returns home after the summer vacation ends, and is told by Max that he must keep the Omnitrix a secret. This is made more difficult with his classmates admiring the alien heroes that they've seen on the news, unaware that it is Ben himself. Initially disappointed, Ben gets the chance to use the Omnitrix when Vilgax attacks, yet again looking to take the device from Ben. All four Tennysons (Ben's father helps) fight off Vilgax's drones running amok in the city. When Vilgax appears again, easily fending off Ben, Ben's father suggests leading him into the underground gas line, which they ignite to incinerate the villain. Ben's secret is revealed to the public during the affair, and Gwen ends up transferring to his school. Just when it seems like everything is quiet, Dr. Animo shows up with a cadre of mutated animals, which Ben and Gwen get ready to fight.

Ben 10 Shorts

The Ben 10 Shorts are a series of roughly two-minute videos that were included as extras on the DVDs. They were also shown on Cartoon Network's video hosting service.

"Hijacked" February 4, 2008
Two men try to carjack the Rustbucket while Grandpa Max is out. Unfortunately, Ben is on the Rustbucket and the carjackers end up messing with Fourarms.
"Snack Break" February 18, 2008
Ben and Gwen want something from the vending machine. When Ben's snack doesn't come out of it, his plan to retrieve it as Grey Matter backfires.
"Survival Skills" March 10, 2008
When Ben unwittingly puts out the campfire needed to roast marshmallows, Ben must start the fire again without the Omnitrix. But when Max isn't around, Ben ends up using Heatblast and later pays the price.
"Radio Dazed" March 24, 2008
Ben and Gwen are tired of the music Grandpa Max listens to. As Upgrade, Ben mixes it up.
"Sleepaway Camper" April 7, 2008
Grandpa Max's crazy snoring is keeping Ben awake. Now he must figure out a way to get to sleep. When all else fails, Ben uses Ripjaws and sleeps at the bottom of the lake.
"Dogged Pursuit" April 21, 2008
When an elderly woman's purse is snatched, things don't turn out well for Ben when he retrieves it as Wildmutt.
"Let The Games Begin." July 1, 2008

TV Movies

"Ben 10: Secret of the Omnitrix" August 10, 2007
During a battle with Dr. Animo, the Omnitrix is accidentally set to self-destruct. In order to stop it, Ben has to travel across space to track down the Omnitrix's creator. Three alternate versions of this have aired, each with a modified opening from the original.
"Ben 10: Race Against Time" November 21, 2007
This is a live-action film based on the animated series. Summer's over and Ben has to go back to school, but the aliens have a different idea. They are planning to have a massive invasion, led by the mysterious Eon.

DVD releases

Title Release date Episodes
"Season 1" NTSC: February 6, 2007
PAL: May 3, 2007

The first set contains the entire first season. Bonus features include commentary on the episode "Secrets", a creator drawing lesson, a sneak peak at upcoming story lines, and creator interviews.

"Season 2" NTSC: October 9, 2007
PAL: November 8, 2007

The second set contains the entire second season. Bonus features include commentary on the episode "Ghostfreaked Out", deleted scenes, a creator drawing lesson, secret alien info, and a collectible poster.

"Season 3" NTSC: March 4, 2008
PAL: May 14, 2008

The third set contains the entire third season. Bonus features include Deleted scenes, a character gallery, and promos.

"Season 4" NTSC: August 5, 2008
PAL: August 6, 2008

The fourth set contains the entire fourth season. Bonus features include Deleted scenes, Four versions of Secret Of The Omnitrix including the pop up trivia edition, a character gallery, and promos.

"Race Against Time" NTSC: April 8, 2008
PAL: October 8, 2008

The special features contain Behind The Scenes Footage, Bloopers, Interviews, Outtakes.

"Secret of the Omnitrix" NTSC: May 20, 2008
PAL: March 17, 2008

Only available in Wal-Mart stores.


List of Omnitrix aliens

The Omnitrix's original ten aliens
The Omnitrix's original ten aliens

This is a list of aliens stored within the fictional Omnitrix device in the American animated television series Ben 10 and its sequel Ben 10: Alien Force.

For most of the series, the Omnitrix remains on Ben, and hence the aliens are described in relation to him. The What If-styled episode "Gwen 10" shows what some of the aliens would appear as if they were female, and the episodes "Ben 10,000" and "Ken 10", set in the near future (relative to the show) highlight what the aliens would appear as if they were older. Though Ken, Ben's son, also has an Omnitrix in the latter episode, his aliens are no different than those normally featured.

Ben 10 forms

Original ten

At the start of the series, Ben only has access to ten aliens. More are gained in the following seasons.


Diamondhead (voiced by Jim Ward in the TV series and by Daran Norris in the live-action movie) is a Petrosapien ("Petro-" referring to rocks, "sapien" referring to an intelligent being; Petrosapien would mean "intelligent rock") from the crystal planet Petropia (a combination of the Greek "Petro-" and "topos", forming a word similar to "rock place").[1] The planet was destroyed by Vilgax with assistance from Tetrax, who unknowingly helped him create the weapon that destroyed his home.[2] Ben first transforms into Diamondhead in "And Then There Were 10" when he needed to destroy Vilgax's giant robot. In the planning stages, Diamondhead was set up to be one of the aliens Ben would have discovered later on, while Cannonbolt would have been one of the original ten.

Diamondhead's body is composed of an extremely durable organic crystal, making him nearly invulnerable. Diamondhead can control his crystal physiology at will, allowing him to create crude crystal weapons from any part his body on demand or fire crystal shards from his hands. This same ability also allows him to regenerate to an extent, such as regrowing lost limbs. In addition to growing crystal from himself, Diamondhead can grow crystal over other objects. Lasers and other similar weapons are useless against Diamondhead, as his crystal body acts as a prism, refracting the beams. The one drawback to Diamondhead's crystal form is the crystal itself, which can shatter if exposed to sufficiently strong sonic vibrations. While Petrosapiens can regenerate limbs, there is a limit to how much damage they can recover from.[1][3]


Ben's preferred offensive form is Fourarms (voiced by Richard McGonagle), a Tetramand (tetra meaning "four" in Greek, mand being "arms" in Latin) from the desert planet Khoros. Khoros epitomizes a dystopia, resulting in the strength-oriented Tetramands.[4] Fourarms is the most used alien in the original series, since it is the form that most suits 10-year-old Ben's fighting style: blindly rushing at the enemy with little forethought. Ben first transformed into Fourarms in "Washington B.C." when he needed to fight the giant mammoth that Dr. Animo had reanimated.

Fourarms is a ten-foot tall, four-armed, four-eyed powerhouse with armored skin and extremely dense musculature, making him unmatched in pure physical strength. His strength is such that he can create shockwaves simply by pounding the ground or clapping all four of his hands together, dubbed the "Big Smack", and his leg strength allows him to cross entire city blocks in a single jump. However, all the extra mass of his muscles and heavy skin makes Fourarms relatively slow, and his size likewise makes using things designed for smaller species difficult, especially when enlarging them is a bad idea.[4] When under the effects of an illness, Fourarms' strength and stamina are somewhat lessened and he develops pungent hives in his armpits.


Ghostfreak (voiced by Steven Blum) is an Ectonurite (ecto playing on ectoplasm) from the perpetually dark planet Anur Phaetos (phaetos playing on phantom). Ectonurites are part of a hive mind, which is contained within the vast genetic memory of every Ectonurite.[5] Ben first transformed into Ghostfreak in "Permanent Retirement" when he wanted to get away from his Aunt Vera for a while. Ben's version of Ghostfreak outwardly resembles a one-eyed ghost, the result of a second skin, while Ghostfreak's true form is that of a wraith-like genie with blue claws, decaying skin, and an exposed, upside-down skull with a single eye for a head.

Under Ben's control, Ghostfreak is composed of a variable-density protoplasm which allows him to become invisible and/or intangible at will. Ghostfreak can levitate freely, and he doesn't require oxygen, allowing him to survive in a vacuum. For the short time Ben has access to the form, it has no real weaknesses to speak of, aside from Ben's limited access to its true powers. The second skin protects him from Ghostfreak's otherwise fatal aversion to sunlight, and also allows Ben to frighten his opponents by pulling back the skin to reveal his true form beneath. The second skin also has 'tracks' on it, in which Ben can move his single eye about, allowing him to see behind him, or anywhere the eye decides to go.

In his true form, revealed once Ghostfreak's personality becomes dominant, Ghostfreak demonstrates a number of powers Ben himself cannot use. In addition to the standard invisibility and intangibility, Ghostfreak can render others intangible through physical contact. His intangibility also enables him to possess humans, controlling them from within. Ghostfreak also has psychic abilities such as telepathy and telekinesis, but the extent of these abilities remains unclear.[5] His true form also has a flock of tentacles protruding from his chest, which can be used as extra appendages. In total darkness, these features become even more pronounced, and he can fire energy blasts from his chest.[6] However, having torn off the protective skin Ben made use of, Ghostfreak is extremely photosensitive, combusting when exposed to direct sunlight over a prolonged period.[5] He is also unable to possess Ben while in alien form, as the Omnitrix repels negative forces aimed at it, but can possess other true aliens. At the end of "Be Afraid of the Dark", Ben regains use of Ghostfreak's form, but as a natural Ectonurite, not the sunlight-shielded version.

Grey Matter

Grey Matter (voiced by Richard Steven Horvitz in the TV series and by Carlos Alazraqui in the live-action movie) is a Galvan (the former a play on actual grey matter and Greys, the latter a play on galvanization) from the tiny planet Galvan Prime.[7] Ben first transformed into Grey Matter in "Washington B.C." when he saw that a gold Sumo Slammer card could be found in a box of cereal. Gwen found him looking for the card in the cereal boxes at the supermarket. Although Ben rarely intentionally selects Grey Matter, he often finds himself in that form as a result of accidental transformations, such as in "A Small Problem".

Grey Matter is a gray-skinned, frog-like, bipedal alien only five inches tall, however his size belies his intellect, which is second to none. He can create almost anything from spare parts and deduce the function of any device at a glance. This ability extends to organic organisms also, determining the position of nerve clusters under the skin of an alien creature he'd never seen before.[8]. His size allows him to squeeze into small spaces, and he can climb walls thanks to tiny suction cups on his skin. He also has sharp teeth, and his slimy skin makes him difficult to grab. However, Grey Matter's size makes him unsuited for battle, and hence Ben must outsmart his enemies while using the form.[7] Showing a more light-hearted side of the Omnitrix, Ben, despite being able to understand any device, does not consciously comprehend what he is doing, leading him to remark as such.


Heatblast (voiced by Steven Blum in the TV series and by David Franklin in the live-action movie) is a Pyronite (pyro meaning fire) from the star Pyros.[9] Heatblast is Ben's first transformation, which was activated in "And Then There Were 10" when Ben was tampering with the Omnitrix upon it first attaching to him.

Heatblast is a magma-based lifeform that can control fire at will, either projecting it in a wide range of forms or absorbing it into himself. He can fire streams of flame, create fireballs, manifest tornadoes of flame, utilize said tornadoes to travel short distances, and radiate heat in all directions for a localized explosion. He can also achieve flight by firing at the ground to propel himself like a rocket. Apart from this, Heatblast is also a highly durable alien, able to endure being thrown through buildings without being slowed.[10] While under the influence of an illness, Heatblast's powers are reversed, giving him cryokinetic powers instead of the normal pyrokinesis. Heatblast's dependency on heat is also his weakness, as his powers can be negated by sufficient amounts of water or similar fire-extinguishing materials. His natural body heat also prevents him from handling things without burning them, people included.[11]


The aquatic alien Ripjaws (voiced by Fred Tatasciore) is a Piscciss Volann (from piscēs, the Latin word for fish) of the water planet Piscciss.[12] Ben first transformed into Ripjaws in "The Krakken" in order to take the Krakken's eggs back from Jonah Melville. Because of the extremely specific conditions required to maintain Ripjaws, he is the least used Omnitrix alien, and is not seen for the entirety of the third season.

Ripjaws shares a number of traits of Earth aquatic lifeforms—namely alligators, eels, anglerfish, and sharks—combined into a single being. Naturally, his main ability is being able to breathe underwater. Ripjaws can also withstand a remarkable amount of pressure, and his luminescent dangler allows him to see in the darkest of depths (or otherwise dark areas). He can swim at great speeds, and his sharp teeth and claws can pierce through almost anything. His lower jaw can unhinge to allow him to bite much larger objects.[12] Though his tail hides a pair of legs for travel on land, Ripjaws is limited by his need to remain hydrated, dehydrating rapidly if left out of the water for even a few minutes.


Another of Ben's more commonly used forms, Stinkfly (voiced by Dee Bradley Baker) is a Lepidopterran from the swamp planet Lepidopterra (a play on lepidoptera, the scientific name for butterflies and moths).[13][14] Ben first transformed into Stinkfly in "Washington B.C." when he had to save Gwen after she fell from the Washington Monument.

Stinkfly is meant to be a combination of various Earth insects (dragonflies, crickets, and praying mantises specifically).[14] His primary ability is flight facilitated by the four thin wings on his back, which grant Stinkfly high mobility and speed. Stinkfly also possesses disproportionate strength, enough to carry people and objects heavier than himself. In "Don't Drink the Water", the child form of Stinkfly (Stinkyfly) was able to unleash a powerful herbicide gas by farting. Stinkfly's four eye stalks give him a wide range of vision from the sky, including the ability to look directly behind himself. Pollen ducts in his eyes and mouth allow Stinkfly to excrete high-pressure streams of liquids.[13] The type of liquid can range from a flammable toxin to an immobilizing jelly. His razor-sharp tail and pincer-like legs can also be used in melee combat. Stinkfly's primary weakness is water, which can negate his flight if it gets on his wings. In addition, while his body is fairly strong, his wings are not.[13] A more minor inconvenience is Stinkfly's intense body odor (hence the name), which is a result of the oils he secretes to keep his joints moving.[15]


Upgrade (voiced by Tara Strong) is a Galvanic Mechomorph (mecho- meaning machine and -morph meaning shape) of the moon Galvan B, which orbits Galvan Prime. Though originally uninhabited, Galvan B was accidentally brought to life when Galvan scientists introduced self-replicating nanotechnology to the moon, which bonded with the moon's minerals and created sentient life.[16] Ben first transformed into Upgrade in "Permanent Retirement" to stop some criminals who were robbing an ATM. Upgrade is the only alien form in which Ben's voice does not change, aside from the more computerized tone behind it. The reason for this is revealed in the enhanced version of "Game Over"; Galvanic Mechomorphs can't bond with organic things, so Ben's transformation into Upgrade isn't complete.

Upgrade is composed of nanotechnology, allowing him to reshape his body at will.[16] This makes restraining or harming him difficult, as he can "melt" to avoid either and will quickly regenerate from any damage taken.[17] Upgrade can also merge with other technology, earning his name by upgrading it far beyond its original design as long as he is merged with it. The size of the device is inconsequential. While merged with a device, Upgrade controls it as he would his own body.[16] Even without a machine at hand, Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from plasma, such as spikes. Upgrade's weakness is his specialization: being technology-oriented, Upgrade cannot possess biological creatures, and sentient or more powerful robots are harder for him to control. Upgrade's liquid-metal composition can also work against him, namely where electrical attacks are concerned. Furthermore, any sort of metal corrosive can upset Upgrade's delicate internal workings and wreak havoc on his systems.[16]


Wildmutt (voiced by Dee Bradley Baker) is a Vulpimancer from the garbage planet Vulpin (a play on vulpine, which means fox).[18] Ben first transformed into Wildmutt in "And Then There Were 10" after his second experiment with the Omnitrix. This was Ben's first intentional transformation.

Wildmutt is a vaguely dog-like alien whose physical features are a cross between a lion and a gorilla.[14] Ben 10,000's Wildmutt has much more pronounced feline traits, including stripes and a tail. Wildmutt's powerful arms allows him to run, jump, and climb objects at high speeds, in addition to making him fairly strong. Wildmutt has no eyes, but has gills on his neck which allow him to hear and see many times better than humans, giving him radar-like sight which is depicted as functioning somewhat like a thermograph sensor. According to various profiles on Wildmutt, the porcupine-like quills on his back supplement his radar sight and can also serve as weapons, either protecting Wildmutt while he's rolling or as projectiles which can be fired off at will.[18] This ability is unique to adult Vulpimancers, and since Ben's version is only ten years old, these quills haven't developed. Wildmutt's weakness, though it is rarely an issue, is his lack of sight, which can be impeded through various means,[18] and he is rendered effectively useless if his nostrils are clogged. Wildmutt is also the only Omnitrix alien who cannot speak in any understandable fashion, communicating through snarls and growls, which can be a problem when attempting to relay messages or avoid conflict.[19]


XLR8 (voiced by Jim Ward) is a Kineceleran (a portmanteau of the words 'kinetic' and 'accelerate') from the hyper-accelerated planet Kinet (the first part of kinetic, which is movement energy).[20] Ben first transformed into XLR8 in "And Then There Were 10" when he decided to play around a bit with his newfound power, using the form to get revenge on some bullies that he fought with earlier in the episode.

XLR8 resembles a semi-armored velociraptor, the base creature for the form's design.[21] XLR8 has wheel-shaped feet and wears a helmet with a windshield, which is part of his alien biology, leaving the features of his head unknown. Ben 10,000's XLR8 also has a scanner built into the helmet, the product of nanotechnology Ben 10,000 uses to enhance his aliens.[22] The bandai profile for XLR8 describes the actual species much differently. The profile states that Kinecelerans are vaguely elfin in appearance, with long hair, blue skin, pointed ears, large tails, and oversized feet,[20]. The Bandai profiles also create another contrast: actual Kinecelerans are said to be incapable of running on slippery surfaces. Furthermore, because of their constant motion, Kinecelerans build up large stores of static electricity, which reacts badly with water.[20] XLR8 has never had either of these problems. Also, the Ben 10: Alien Force episode "Plumber's Helpers" directly contradicts the Bandai profile, as the female Kineceleran named Helen perfectly resembles XLR8.

XLR8 can manipulate friction to reach speeds of 500 mph in an instant, and the same power allows him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats. He can create tornadoes through centrifugal force, either through running in a small circle or spinning, and can deliver speed-enhanced attacks in rapid succession.[23] Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks with relative ease. His scissor-like claws can also cut through objects. XLR8's weakness is his lack of physical strength, which is about on par with a normal human, although his speed tends to make up for it. Magnets and charged pulses are said to be a problem, apparently disorienting Kinecelerans to the point that they cannot balance properly,[20] but the series has never addressed this weakness.

Additional forms

Starting with the second season, Ben begins unlocking new forms, either through DNA sampling or pure chance.

[edit] Benmummy

Benmummy (voiced by Richard Green) is a Thep Khufan (playing with the word Khufu, an Egyptian pharaoh) from the desert planet Anur Khufos. Ben gains this form in "Under Wraps" when another Thep Khufan inadvertently adds its DNA to the Omnitrix, but accidentally transforms into Upgrade instead when trying to use him. Ben first uses the form in "The Return" to fight off the Yenaldooshi. The credits give the name "Benmummy," though Ben never named it on-screen. Ben's version looks slightly different, with his eyes and the gaps between his bandages glowing green instead of purple. Benmummy also has black bracers and greaves, as well as a smaller mask and the Omnitrix symbol on his left shoulder. Benmummy can speak, even though the original seems to be mute.

Benmummy is composed of a bandage-like material that can be reshaped at will, allowing Benmummy to stretch his limbs, split apart to dodge attacks, and instantly regenerate damage, even impalement and dismemberment. He is also deceptively strong, able to throw a creature as heavy as an Omnitrix Petrosapien with little effort. The material that makes up his body, however, is fairly weak on its own, and can be torn with relative ease. Benmummy's body is also fairly light because of it, making him susceptible to strong winds or other pulling forces.[24]


Benvicktor (voiced by Michael Dorn) is a Transylian (a play on the region of Transylvania, the setting for many monster movies) from the planet Anur Transyl. Ben first gains this form while battling with Doctor Vicktor in "Be Afraid of the Dark", during which time Doctor Vicktor accidentally grabs the Omnitrix. Ben uses the form later in the same episode to fight Ghostfreak. The credits give the form's name as Benvicktor, even though Ben himself has yet to name it.[6] Benvicktor looks slightly different than Doctor Vicktor, the source alien. Benvicktor sports longer hair, a smaller left eye (Vicktor's appears to be mechanical), and generates green lightning rather than purple.[6]

Benvicktor's overall appearance is reminiscent of Frankenstein's monster. Benvicktor's main power is the ability to manipulate electricity, which is generated by the structures on his back. With this power, he can channel electricity through metal surfaces or fire it as powerful bolts from his fists. Benvictor's body is made of an organic metal which conducts this electricity, as well as making him quite strong and durable. The metal can also be magnetized to allow him to stand firmly on metal surfaces.[6]


Benwolf (voiced by Tara Strong) is a Loboan (as in Lobo, Spanish for wolf) from the Anur Transyl moon, Luna Lobo (literally translating from Spanish as "Wolf Moon"). Ben obtains this form after an alien of the same species scratched the Omnitrix, causing its DNA to be added into Ben's selection of aliens. Because this is the first alien added in such a manner, he transforms over the course of several hours instead of instantly as he normally does.[25]

Benwolf more or less resembles a werewolf, with the exception of a quadri-hinged mandibled mouth. In keeping with this, Benwolf has enhanced strength, speed, agility, and senses.[26] By opening his mouth, Benwolf can emit a high-pitched howl capable of shattering rock. The only weakness of the form is that it appears to be colorblind.


Cannonbolt (voiced by Fred Tatasciore) is an Arburian Pelarota (based on pelota, Spanish for "ball" and rota, a play on "rotation") from the planet Arburia. The information from the Bandai Alien Collection toy for Cannonbolt refers to his species as a Vulpinic Tortugan (tortuga is Spanish for "turtle") from the planet Vulpin, which Wildmutt also originates from.[27] The Pelarotan home planet was destroyed by "The Great One" shortly before Ben discovers the form in "The Big Tick". Cannonbolt is the first new alien to appear on the Omnitrix,[28] and eventually replaces Ghostfreak in the opening theme. Cannonbolt was originally meant to be one of the original ten aliens, but was replaced by Diamondhead in production.

Cannonbolt is a hulking, broad-shouldered alien covered in natural armor plating. This armor can resist almost any attack, ranging from acids to lasers[28] to extreme heat.[6] By curling up into a ball, much like an armadillo or pillbug, Cannonbolt can encase himself in his armor, becoming an invulnerable ball. He can then spin himself like a wheel, rolling into enemies at high speeds to attack.[28] The drawback is that Cannonbolt quickly picks up inertia, which can make hitting more maneuverable targets difficult, as he can't slow down quickly.[29] In addition, Cannonbolt's speed and maneuverability is limited outside of his ball form, owing to his bulk and high center of gravity.[28]


Ditto (voiced by Rob Paulsen) is a Splixson (based on the word "split") from the Earth-like planet Hathor (the first syllable of this name being similar to the word "half"). Ditto first appears in "Divided We Stand". In his third appearance, Ditto is one of Ken Tennyson's starter aliens.

Ditto is a small, humanoid alien with the ability to clone himself without limit. Every clone operates independently, regardless of whether or not Ben wants them to, and each clone is indistinguishable from the others. Though the clones are autonomous, they share each other's pain, and the death of one clone will cause the death of the rest (as seen with Dr. Animo's Ditto-enhanced Stinkfly mutants) which negates the usefulness of making large numbers of clones. The child-size Ditto is also no stronger nor faster than his size and build suggests.

When the Omnitrix times out, the Ditto clones are forcibly recombined into one before the transformation reverts. If one or more clones are isolated from each other when the Omnitrix times out, the timer will reset periodically until they are reunited. This only seems to apply when a clone is physically unable to reunite with the others; in open air, the clones will float to each other over great distances in order to facilitate the transformation. It is implied that the reset "glitch" forces the Omnitrix into a state where the next transformation is timed out much faster than usual, due to the strain of being active through multiple timeouts.[30]


In the film Ben 10: Race Against Time, the alien Eon (played by Christien Anholt), a Chronian from Chronia, uses the Omnitrix to turn Ben into a younger version of himself, due to the fact that the Hands of Armageddon needed the energy of a young Chronian to activate. He also deactivated the failsafe so his DNA would completely overtake Ben's personality, essentially changing Ben into a clone of himself. As Eon, Ben activates the Hands of Armageddon, but returns to normal after Gwen manages to reach Ben inside Eon.[31] Like the original Eon, the Omnitrix clone has vast time manipulation powers, though Ben himself exhibits little of them besides energy projection.[31]

Eye Guy

Eye Guy (voiced by Dee Bradley Baker) is a part bat, part reptile alien introduced in the first alternate opening of Ben 10: Secret of the Omnitrix, replacing Heatblast during the fight with Doctor Animo.[32] How Eye Guy was obtained is never addressed.

Eye Guy's upper-body is covered in eyes, hence the name, though he has no eyes on his head, which consists of a mouth and a very large pair of ears. From these eyes, Eye Guy can fire numerous energy beams. The eyes can be merged to create different effects, such as three on his shoulder which can form a freezing beam. By merging every eye into the large eye in his chest, he can fire his strongest energy blast. He can also scale walls. His only appearance in the TV series itself was when Ben had his final battle against the Negative 10.


Upchuck (voiced by Dave Wittenberg) is a Gourmand (from the French word meaning one who enjoys fine food or glutton) from the planet Peptos XI (Peptos being the Greek word for 'cooked' or 'digested'[33] and the XI being the roman numeral for eleven).[34] Upchuck first appears in the episode "The Visitor", in which an alien named Xylene enters a code into the Omnitrix to activate the form.

Upchuck is a small alien with a very large appetite. He has four strong, adhesive tongues that can stretch to great lengths, allowing him to latch onto large objects and reel them in with relative ease. Upchuck's mouth and stomach stretch to facilitate the digestion of such objects. Upchuck possesses several acid-filled stomachs that can dissolve all forms of inorganic matter, meaning they can't digest organic matter such as ordinary food. The items ingested are converted into explosive balls of liquids that can be expelled at will with great accuracy.[34] Upchuck also seems to have impressive stamina for his size, as he is able to take on the impact of a moving car [35] as well as survive being thrown through a wall. His only impediment seems to be his size.

Way Big

Way Big (voiced by Fred Tatasciore) is a To'kustar, an alien species created as an anomaly during cosmic storms [36]. He is by far the biggest alien in Ben's arsenal.[2] Way Big's size grants him extraordinary strength and invulnerability to most attacks; however, in proportion to his size, Way Big does not seem to be any more durable than normal, as Vilgax is able to cause him pain by digging into Way Big's hand with his sharp claws.[2]

Way Big first appears in Ben 10: Secret of the Omnitrix, when Azmuth activates it on the Omnitrix so Ben can fight off Vilgax's army. His only appearance in the TV series itself was in "Ken 10" when Ben loses his temper and viciously beats Kevin into the ground after the latter pushes him too far by injuring Ken.


Wildvine (voiced by Jim Ward) is a Florauna (a combination of flora and fauna) from the planet Flors Verdance (a combination of flora and verdens, Latin for green). Wildvine makes his first appearance in the episode "Camp Fear" as an accidental transformation.

Wildvine is a plant-based alien with five vine-like legs, four-fingered claws, and venus flytrap-shaped flaps covering his head. Wildvine can grow to stretch his limbs great lengths or grow thorns to cause additional damage. He can also merge with other plants, and can burrow underground to conduct surprise attacks or travel quickly. Eight regrowable seeds on his back can be used as various types of explosives, both lethal and non-lethal. When exposed to cold, kept from sunlight, or deprived of a water source, however, Wildvine quickly withers up.[37] Ben has never encountered this problem, likely due to the limited periods in which the form is used.

Ben 10,000 forms

In the episode "Ben 10,000", set twenty years into a possible future, a thirty-year old version of Ben has access to 10,000 different aliens, of which he demonstrates three not yet accessible by the present Ben. Among them are:

  • Spitter (voiced by Dee Bradley Baker) is a Spheroid from the rainy planet Scalpasc. A large, blowfish-like alien, Spitter has the power to spit slime at high pressures.[22]
  • Buzzshock (voiced by Tara Strong) is a green Megawhatt (the electric aliens from "Tourist Trap") from the Nosedeen Quasar.[22]
  • Arcticguana (voiced by Tom Kane) is a Polar Manzardill, one of many types of Manzardill, from the polar ice caps of X'Nelli. He is a blue iguana-like alien that can breathe freezing vapor. [22]

A number of alien forms were mentioned in the episode "Ken 10", although none have made an onscreen appearance. Snakepit, Sandbox, and Shellhead were among Ken's starter aliens. Of the three, only Shellhead is described, being a turtle-like alien whose only power is to hide within its shell for defense. Another of Ken's initial aliens was Toepick, until he was replaced by Grey Matter (Ken described him as too gross even for him.). Ken also mentions one called Atomix, expressing disappointment that it was not among his choices.

Ben 10: Alien Force forms

In the sequel series, Ben 10: Alien Force an older Ben gains ten new alien forms from a recalibrated Omnitrix.[38] The aliens were designed by mixing and matching the powers of the aliens from the original series.[39] With the exception of Alien X, each alien form is voiced by Dee Bradley Baker.

Alien X

Alien X is a being capable of warping reality at a whim. He has a black body covered with tiny white stars, white hands, black feet, green eyes, and three horns protruding from his head. Alien X possesses three distinct personalities: Serena (voiced by Vicki Lewis), the voice of love and compassion; Bellicus (voiced by Kevin Conroy), the voice of rage and aggression; and Ben, the voice of reason. All three speak in unison when Alien X speaks. In order for Alien X to perform any action, including but not limited to simple movement and transforming back into Ben, two of the three personalities must agree to do so. As both Serena and Bellicus have been arguing for an eternity, and before Ben had no tiebreaker, getting them to focus on any present task is difficult at best, leaving the body of Alien X frozen in place while Ben attempts to convince them to act. Alien X first appears in "X = Ben + 2", where Ben uses the form to stop a flood caused by a broken dam. After much fruitless argument, Ben eventually convinces them to let him leave. He resolves to never transform into Alien X again.

Big Chill

Big Chill is a moth-like alien whose wings and antennae can "fold" up, giving him the appearance of a phantom; his appearance is reminiscent of the cryptid known as Mothman. He can become intangible and invisible, and can breathe freezing vapor. He can also freeze the objects he phases through at his discretion. He first appears in "Kevin's Big Score" to chase down Kevin after he stole the Rustbucket.


Brainstorm is a genius crustacean alien with the ability to control electrical energy and project force fields around himself and others through thought. He can also fire bolts of electricity. In this form, Ben speaks with much greater diction and with a British accent. He first appears in "Pier Pressure" to battle Ship. Brainstorm is Ben's first accidental transformation in the new series, and the first alien that Ben thinks up a name for (Ben simply shouts out the names of the other aliens upon using them).


Chromastone is a Crystalsapien from the planet Morotesi (which is the Turkish word for ultraviolet). Chromastone is a living crystal, able to absorb energy (like a conductor) and rechannel it into multi-colored laser blasts or simply allow it to pass harmlessly through his body. He also has superhuman strength and is nearly invulnerable to harm. He first appears in "All That Glitters" to stop a group of zombified schoolgirls.

Echo Echo

Echo Echo is a Sonorosian from the planet Sonorosia (both a play on sonar). He is a small white alien whose body is a living amplifier. He can scream at ultrasonic frequencies capable of overloading machinery and stopping projectiles in mid-flight. He also has the ability to duplicate himself, not unlike Ditto, but different in that the clones aren't linked in any way, allowing entire groups to be knocked out without hampering the rest. By combining these two aspects, Ben can create the "Wall of Sound", where he and his clones can redirect projectiles back to their source by bouncing them off of strategically placed clones.[40] He first appears in "Ben 10 Returns" when Ben fights a robotic dragon controlled by the Forever Knights.


Goop is a shape-shifting, self-regenerating green blob that weighs 200 pounds. Goop's slime is controlled by a UFO-like machine over his head, which is also where Ben's voice comes from. The UFO can cause the slime to take any shape, regenerate wounds, and even hover off the ground. However, if the UFO and the slime are separated by even a short distance, the slime will go inert until the UFO recollects it. Goop first appears in "The Gauntlet" when Ben battles an alien robot.


Humongousaur is a Vaxasaurian, a humanoid dinosaur alien from the planet Terradino (a play on 'dino' from dinosaur). Standing at about twelve feet tall, Humongousaur has great strength and vast resistance to injury. He also has the power to increase his own body size and mass, growing up to sixty feet in height. His strength increases as he grows, and his dinosaur features become more pronounced. His first appearance is in "Ben 10 Returns" when Ben fights a swarm of DNAliens.


Jetray is a Aerophibian (a play on 'aero' for air and amphibian) from the planet Aeropela. Jetray is a manta ray-like alien capable of flying and swimming faster than the speed of sound. He can fire neuroshock blasts from his eyes and tail, and the stingers on his head carry a powerful poison. Jetray first appears in "Everybody Talks About the Weather" when Ben needed to chase after Alan Albright.


Spidermonkey is a Arachnichimp (a play on arachnid and chimpanzee) from the planet Aranhascimmia. As his name suggests, he is a six-limbed monkey-like alien. He has superhuman agility and, like a spider, can spin webs that he can swing from or create nets from his tail, and stick to walls. When Ben transforms into Spidermonkey, he talks in an excited, childish tone and displays mischievous characteristics with occasional monkey-like screeching. He is first seen in "What Are Little Girls Made Of?" to fight his grandmother Verdona Tennyson.


Swampfire is a Methanosian from the planet Methanos (referring to methane). Swampfire is a plant-like alien with a flame-patterned head. He is a combination of the Florauna and Pyronite forms from the original series.[39] He has superhuman strength, vast regenerative powers, the ability to control plant life through a type of gas, and the ability to shoot fire from his palms. The fire is created by igniting methane naturally produced within his body, which makes him stink.[41] His regenerative ability also allows him to alter his own body, such as tunneling underground in vine form, growing his feet to root himself into the ground, or passing through prison bars.[42] Swampfire is Ben's first transformation when the Omnitrix is recalibrated in "Ben 10 Returns".

See also


  1. ^ a b "Bandai's Diamondhead profile". Retrieved on 2007-04-18.
  2. ^ a b c "Secret of the Omnitrix". Ben 10. Cartoon Network. 2007-08-10.
  3. ^ "Secrets". Ben 10. Cartoon Network. 2006-03-25. No. 13, season 1.
  4. ^ a b "Bandai's Fourarms profile". Retrieved on 2007-04-18.
  5. ^ a b c "Bandai's Ghostfreak profile". Retrieved on 2007-04-18.
  6. ^ a b c d e "Be Afraid of the Dark". Ben 10. Cartoon Network. 2007-04-14. No. 38, season 3.
  7. ^ a b "Bandai's Grey Matter profile". Retrieved on 2007-04-18.
  8. ^ "Truth". Ben 10. Cartoon Network. 2006-05-29. No. 14, season 2.
  9. ^ "Bandai's Heatblast profile". Retrieved on 2007-04-18.
  10. ^ "Secrets". Ben 10. No. 113, season 1.
  11. ^ "Washington B.C.". Ben 10.
  12. ^ a b "Bandai's Ripjaws profile". Retrieved on 2007-04-18.
  13. ^ a b c "Bandai's Stinkfly profile". Retrieved on 2007-04-18.
  14. ^ a b c "Bandai interview: Wild & Stinky". Retrieved on 2007-04-18.
  15. ^ "Kevin 11". Ben 10. 2006-02-11. No. 107, season 1.
  16. ^ a b c d "Bandai's Upgrade profile". Retrieved on 2007-04-18.
  17. ^ "Permanent Retirement". Ben 10. 2008-01-21. No. 104, season 1.
  18. ^ a b c "Bandai's Wildmutt profile". Retrieved on 2007-04-18.
  19. ^ "Side Effects". Ben 10. No. 112, season 1.
  20. ^ a b c d "Bandai's XLR8 profile". Retrieved on 2007-04-18.
  21. ^ "Bandai interview: Brains & Muscle". Retrieved on 2007-04-18.
  22. ^ a b c d "Ben 10,000". Ben 10. 2006-11-25. No. 301, season 3.
  23. ^ "Merry Christmas". Ben 10. 2006-12-11. No. 304, season 3.
  24. ^ "Under Wraps". Ben 10. Cartoon Network. 2007-03-10. No. 34, season 3.
  25. ^ "Benwolf". Ben 10. 2007-02-17. No. 305, season 3.
  26. ^ "Benwolf". Ben 10. Cartoon Network. 2007-02-17. No. 31, season 3.
  27. ^ "Bandai's Cannonbolt profile at". Retrieved on 2007-04-18.
  28. ^ a b c d "The Big Tick". Ben 10. Cartoon Network. 2006-05-30. No. 15, season 2.
  29. ^ "Game Over". Ben 10. Cartoon Network. 2007-02-24. No. 32, season 3.
  30. ^ "Divided We Stand". Ben 10. 2007-07-19. No. 402, season 3.
  31. ^ a b "Race Against Time". Ben 10. 2007-11-21.
  32. ^ "Cartoon Network's Eye Guy profile". Retrieved on 2007-08-31.
  33. ^ peptic - Definition from
  34. ^ a b "Bandai's Upchuck profile at". Retrieved on 2007-04-18.
  35. ^ "Ben 4 Good Buddy". Ben 10. 2007-09-22. No. 405, season 4.
  36. ^
  37. ^ "Bandai's Wildvine profile at". Retrieved on 2007-04-18.
  38. ^ Ben 10: Alien Force page at Cartoon Network
  39. ^ a b Animated Shorts: Glen Murakami on Ben 10: Alien Force -, Accessed April 25, 2008
  40. ^ "Kevin's Big Score". Ben 10: Alien Force. 2008-03-05. No. 104, season 1.
  41. ^
  42. ^ "Ben 10 Returns Part 1". Ben 10: Alien Force. 2008-04-18. No. 101, season 1.

[edit] External links

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 26 episodes have been produced, the first thirteen of which have been revealed.[1] The first episode 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.[2]



Episode list

Season 1: 2008

EP# Title Airdate Prod. code
1 "Ben 10 Returns: Part 1" April 18, 2008 101
After Grandpa Max disappears, Ben and Gwen decide to finish his last job while searching for him. Magister, Max's alien partner, guides them to an arms trade between the Forever Knights and the DNAliens, brokered by Kevin Levin. Kevin is captured, but the Forever Knights escape with one of the weapons crates. Kevin, having not been paid, leads them to the Forever Knights' hideout, where they encounter a robotic dragon.
2 "Ben 10 Returns: Part 2" April 18, 2008 102
Fleeing from the dragon, the group runs into an army of Forever Knights. In the ensuing confrontation, Magister is killed when he saves Kevin's life, and Kevin joins Ben and Gwen on their search for Max to repay that debt. After Ben, Gwen and Kevin track the weapons to a secret underground base, they discover an army of aliens, led by the Highbreed commander. Annoyed at being discovered, the Highbreed commander orders the termination of all life within a five-mile radius to eliminate any witnesses. In Ben's successful efforts to stop the commander, he learns that any damage he receives while transformed is inflicted upon his human form as well.
3 "Everybody Talks About the Weather" April 26, 2008 103
The authorities arrest a half-human, half-Pyronite boy named Alan for arson and criminal damage. Alan is wearing a Plumber's badge, which the local sheriff triggers when he confiscates it. The badge signals Magister'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 Alan offers to aid them whenever they need it.
4 "Kevin's Big Score" May 3, 2008 104
Just when Ben and Gwen start to trust Kevin, he runs off with the Rustbucket in hopes of trading it for alien technology. However, he is double-crossed by one of his old contacts and the Rustbucket is stolen. Before he can get it back, it is stripped for parts. Having been told that Vulkanus -- who he had double-crossed years ago -- is in possession of the alien device he seeks, Kevin tries to make a deal. Still bitter, Vulkanus has Kevin absorb a rare alien crystal, planning to use him as a living gem mine. He is rescued by Ben and Gwen and afterward reveals that the item he sought is a holo-viewer with another message from Grandpa Max, telling Ben that he will need to recruit a team.
5 "All That Glitters" May 10, 2008 105
Ben, Gwen, and Kevin set out to locate the other Plumbers to recruit new members, and the first one on their list is a boy named Mike Morningstar. While Ben and Gwen are quick to trust him, Kevin remains suspicious, particularly after they are attacked by a group of zombified school girls at the local power plant. Kevin's suspicions turn out to be valid, as it is Mike who is making the zombies, draining them of their lifeforce then commanding them to collect more power for him. When he does this to Gwen, he becomes nearly unstoppable, but Gwen is able to come to her senses and drains Mike's power in return, leaving him withered and powerless.
6 "Max Out" May 17, 2008 106
Gwen's older brother, Ken, is missing and Gwen asks for Ben and Kevin's help to find him. In their search, the gang stumbles upon a Highbreed base that manufactures Xenocytes: facehugger-like parasites that mutate humans into DNAliens. Ken has been infected by one of the Xenocytes, but Ben is able to remove it with the help of the now-talking Omnitrix. With Ken in tow, the gang finds Grandpa Max inside the base. He explains that the Xenocyte eggs will be shipped across the country, and asks the gang to destroy them. While they comply, he sets about destroying the factory while searching for the egg-laying machine. The gang finds Max locked in battle with a Highbreed commander upon their return. In an act of self-sacrifice, Max uses an unfocused Null Void warp projector to destroy the Highbreed base. With his last words, he tells Ben to "Take it from here". In the aftermath, a group of disguised DNAliens are shown gathering surviving Xenocytes from the wreckage of the base.
7 "Pier Pressure" May 31, 2008 107
Ben goes on a date with Julie at the local fair, but it is ruined when a worm-like Galvanic Mechomorph named Ship takes control of the rides and kidnaps Julie. Ben rushes to save her, accidentally revealing his secret to her. Julie, however, finds Ben's secret impressive, and assures him his powers are unique. Ship manages to lead Ben back to his ship, where its wounded owner is trapped. After freeing the Galvanic Mechomorph, it decides to leave Ship with Ben. On their walk home, Ship takes off after a passing truck.
8 "What Are Little Girls Made Of?" June 7, 2008 108
Gwen learns where her powers come from when she meets her alien grandmother Verdona. Verdona offers to take Gwen back to her home planet, where she can learn to fully control her powers. When Gwen refuses, Verdona decides to destroy Gwen's body, releasing the energy being inside. After a short battle, Gwen firmly tells Verdona that she wants to stay on Earth and stay the way she is. Verdona accepts this and leaves, though she promises to check up on Gwen occasionally.
9 "The Gauntlet" June 14, 2008 109
After Ben stands up to JT and Cash, making a fool out of Cash in the process, the two decide to wreck Kevin's car to repair their reputation. After pushing it down a cliff, the trunk is knocked open, and they make off with a laser-firing glove from a robot the group had defeated the previous night. When Cash puts the glove on, it begins to reform into the original robot around his body, compelling him to fight Ben. Using Chromastone, Ben is able to overpower Cash, and JT manages to convince Cash to fight the robot's influence, reverting it back into the glove. JT reconciles with Ben and walks away with Cash.
10 "Paradox" July 5, 2008 110
A creature is roaming around an abandoned town, aging everything it touches at an accelerated rate. When Ben, Gwen, and Kevin investigate, they meet Paradox, a scientist from the 1950s who was sucked into the event horizon of his time-travel experiment. Displaced from time and space, Paradox has existed for 100,000 years and is able to move through time at will. However, the same mistake that rendered him ageless created the creature they seek. Ben realizes that the creature is not acting like a monster, but a confused person, and has Paradox take them back to the day of the accident. There, Ben rescues Paradox's assistant, Hugo, nullifying the creature's existence. In the present, the now old Hugo joins Paradox in exploring time and space.
11 "Be-Knighted" July 12, 2008 111
Kevin arranged a meeting for Ben with the Forever Knights, who need help in slaying a dragon they have kept captive underneath their castle for 1,000 years. Slaying the dragon is the very reason their organization exists. After a failed attempt, in which the dragon appears to be trying to communicate, they track it to a warehouse where its spaceship is being held. Ben fits the dragon with a translator so it can speak, and it reveals that it was a mapmaker before being captured. Angry after a millennium of imprisonment, the dragon arms itself to fight back. Ben convinces it to leave peacefully. Though the Knights believe to have lost their purpose, the news that a world full of dragons exists renews their pledge, as does their need to exact revenge on those who allowed it to return home.
12 "Plumbers' Helpers" July 19, 2008 112
A pair of rogue plumbers, a female Kineceleran named Helen and a male Tetramand named Manny, kidnap Kevin, believing him to be an alien. After his rescue, the two sides work things out. After looking at a database of the aliens they captured and put into the Null Void, Ben realizes that some of them may have been Plumbers' kids. To make things right, the duo set out into the Null Void to rescue those they wrongfully imprisoned.
13 "X = Ben + 2" August 31, 2008 113
An alien emperor plans to destroy the Earth for kidnapping his daughter. During their search, Ben uses the untested Alien X form to fix a broken dam. Though the task proves simple thanks to Alien X's reality-warping abilities, Ben finds himself locked in debate with the other two personalities inside the alien, unable to move or transform back without their consent. In the meantime, Kevin and Gwen have to protect Ben while keeping the emperor from destroying the Earth. Ben, tired of the fruitless debate, demands to be transformed into another alien which can actually get the job done. He manages to save the Earth, with Swampfire, but resolves never to use Alien X again.

Season 2: 2008

EP# Title Airdate Prod. code
14 "Darkstar Rising" October 10, 2008[3] 201
15 "Fender Bender" October 17, 2008[4] 202
After being abducted by some alien pranksters, Kevin's car becomes a dangerous robot.

DVD Releases

DVD Title Episode Count Time length Release Date
Ben 10: Alien Force: Season One, Volume One[5][6] 5[5] 110 Minutes[6] October 21, 2008[5][6]


External links

Ben 10: Secret of the Omnitrix

Ben 10: Secret of the Omnitrix is an made-for-TV animated film based on the American animated television

series Ben 10. It aired on August 10, 2007 in the United States and on October 22, 2007 in the UK. During the weeklong special "Ben 10 week" in April 2008, it was revealed that this movie serves as the official finale to the series even though it was aired months before the last eight episodes of the fourth season. It was released to DVD on May 20, 2008 exclusively at Wal-Mart stores. However, neither of the alternate versions were on the disc, merely the original with Heatblast, but the fourth season DVD contains all four versions, plus the pop up trivia version. Chronologically, this takes place in between "Ben 10 vs. the Negative 10" and "Goodbye and Good Riddance"


During a battle with Dr. Animo, Ben Tennyson's destruction of the scientist's "DNA bomb" accidentally sets off a self-destruct protocol in the Omnitrix. Its activation alerts Tetrax (known as Hoverboard in "Hunted"), who travels with his alien blob-like pilot Gluto to Earth in order to retrieve Ben. He explains the situation to Ben, who hasn't figured out the meaning of the countdown. He leaves Gwen and Grandpa Max behind, not wanting the latter to be recognized during their trip. Gwen sneaks on board anyway.

Using the advanced medical equipment on board his ship, Tetrax finds the DNA signature of the Omnitrix's creator, Azmuth, and tracks him to a prison facility called Incarcecon. After staging a breakout, they free a female Chimera Sui Generis (Vilgax's species) named Myaxx, who is Azmuth's assistant; she had switched her DNA signature for Azmuth's when he refused to give her credit for helping to create the Omnitrix. Myaxx is also unable to disarm the self-destruct, which will not only kill Ben, but most of the universe's inhabitants, including Earth itself. Regardless, Myaxx knows how to find Azmuth, and leads them to his home planet.

While attempting to reach Azmuth, they are attacked by Vilgax, who has somehow escaped the Null Void and has commandeered a ship to track down Ben. Ben is ultimately successful in repelling the attack, though Gluto is killed in the conflict while protecting Gwen. Tetrax's ship crashes on Azmuth's homeworld. As they enter his mountain fortress, they are attacked by a group of Florauna which apparently eat Gwen, something Ben doesn't take too well. As Ben proceeds with Tetrax and Myaxx down towards Azmuth's lair, Tetrax empathizes with Ben, revealing his origins of how working for Vilgax cost him his whole planet and everyone he's ever cared for. Tracking down Azmuth to a sealed secondary laboratory, Ben asks him to shut down the Omnitrix, but Azmuth, unconcerned about anything around him, refuses. Angry, Ben breaks down the wall with Cannonbolt and attacks him, revealing Azmuth to be an old, curmudgeonly Galvan hiding inside a large mechanical suit. As far as Azmuth is concerned the whole universe deserves whatever it gets for misusing the Omnitrix.

Vilgax, having recovered from his earlier defeat, leads a massive attack on Azmuth's mountain fortress. During the fight, Gwen and Gluto reappear, Gluto having regenerated from some leftover material that splashed on Gwen's clothes and subsequently helped her to escape. Ben's actions during the battle renew Azmuth's faith in the universe, so he repairs the Omnitrix and gives Ben a brand-new form to use: Way Big, a skyscraper-sized alien modeled after tokusatsu superheroes, who easily repels Vilgax's army of drones and tosses the villain into space.

With the threat over, Ben offers to return the Omnitrix to Azmuth. Azmuth, however, sees Ben as the best place for the Omnitrix to be, both because he is technically fulfilling its original intention and because the Omnitrix attracts trouble simply by virtue of its existence. Tetrax returns Ben and Gwen to Earth, leaving Ben with a new hoverboard to replace the one Ben destroyed during his battle with Animo. The Tennysons' hope of having a normal day of recreation, however, is dashed by a newsflash of zombies attacking a mall, leading them to rush to the rescue.

Alternate versions

Ben 10: Secret of the Omnitrix was released three different times, each featuring a different alien destroying Animo's DNA bomb. Ben uses Heatblast in the first, a new form called Eye Guy in the second, and XLR8 in the third. A fourth version (actually a special version of the Heatblast edition) released on the Ben 10 4th season and the movie's DVDs features trivia inserts inserted in the film.


Role Actor
Gwen Tennyson Meagan Smith
Max Tennyson Paul Eiding
Dr. Animo Dwight Schultz
Steven Blum
Ben Tennyson Tara Strong
Robotic Lt.
Dee Bradley Baker
Ripjaws Alien
Fourarms Alien
Radio Announcer
Additional Voices
Jim Ward
Grey Matter
Stinkfly Alien
Richard Steven Horvitz
Shop Lady
Vanessa Marshall
Tetrax Dave Fennoy
Upchuck Dave Wittenberg
Fourarms Richard McGonagle
Azmuth Robert David Hall
Way Big
Fred Tatasciore