Season 1 (2005-2006)
1 - And Then There Were 10
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 which is called the Omnitrix. When he reaches 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 steal it, thus beginning a summer of adventure for himself, Max and Gwen. Aliens transformed into: Heatblast, Wildmutt, Diamondhead, XLR8
2 - Washington B.C.
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. Aliens transformed into: Heatblast, Grey Matter, Fourarms, Stinkfly.
3 - The Krakken
Ben has an encounter with a lake monster called the Krakken while swimming in a lake. A part of the summer vacation involves a fishing trip, where they charter Captain Shaw's boat for the trip. However, Shaw has seen the Krakken times before, and is obsessed with catching it. Ben, with Gwen's help, soon finds out that the creature is upset because Jonah Melville, a poacher in the disguise 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. Aliens transformed into: Fourarms, XLR8, Stinkfly, Ripjaws.
4 - Permanent Retirement
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. Aliens transformed into: Upgrade, Ghostfreak, Wildmutt, Heatblast.
5 - Hunted
Still in recovery, Vilgax hires three alien bounty hunters to retrieve the Omnitrix: a robotic crustacean named Kraab, an assassin named Sixsix, and a mysterious gunman named Tetrax. The trio encounters Ben playing around with the watch and force him to flee. However, when Ben attempts to fight Tetrax, who had separated from the group, Tetrax reveals himself to be the same species as Diamondhead and criticizes him for his lack of strategy while in combat. Proving himself to be on the good side, Tetrax aids Ben in warding off Kraab and Sixsix. Realizing that Ben took his words to heart, Tetrax decides to leave the Omnitrix with the child and awards him with a hoverboard. Aliens transformed into: Diamondhead, Ghostfreak, Diamondhead again, Grey Matter.
6 - Tourist Trap
While in a tourist trap town called Sparksville, Ben plays a practical joke that accidentally unleashes Megawatt, small creatures made from electrical energy, on the town. Ben must stop them from multiplying out of control and destroying the town with their dangerous pranks. Ben eventually turns to Heatblast to seal the Megawatts in the World's Largest fishbowl. Aliens transformed into: Stinkfly, Fourarms, Upgrade, Heatblast.
7 - Kevin 11
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 each other 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 asFourarms. Ben defeats Kevin (who battled as Sixarms) this time, forcing him to flee. Unknown to Ben, however, Kevin had absorbed energy from the Omnitrix after all. Aliens transformed into: Ghostfreak, XLR8, Stinkfly, Heatblast, Fourarms.
8 - The Alliance
Fourarms reluctantly fights a female thief named Rojo and her gang, but Vilgax sends more attack drones at the same time. While Ben shifts his attention to the drones, Rojo attacks Max. Ben destroys the robots and knocks Rojo out, leaving them all at the scene in order to get Max to a hospital. While he is away, the drones fuse with Rojo, transforming her into a semi-robotic being. 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. Aliens transformed into: Fourarms, Heatblast, XLR8, Upgrade.
9 - Last Laugh
While visiting a travelling circus, Ben fights an evil clown named Zombozo, who drains the souls of everyone watching through their laughter, all the while inhibited by a fear of clowns. Conquering his own fear, Ben defeats Zombozo by terrifying him as Ghostfreak and saves his family from the evil clown's soul draining machine. During this fight, Ben first notes that he scared himself while fighting as Ghostfreak. Aliens transformed into: Ripjaws, Wildmutt, Upgrade, Ghostfreak.
10 - Lucky Girl
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. Aliens transformed into: XLR8, Diamondhead, Wildmutt, Fourarms.
11 - A Small Problem
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, Gwen and Max. Aliens transformed into: Grey Matter.
12 - Side Effects
A man named Clancy, who has the power to control insects, wants to take revenge on Councilwoman Liang because she wants to tear down the building where he and his insects live. Meanwhile Ben has to deal with the strange side effects a cold has on his alien forms after celebrating stopping an attempted robbery by having an ice cream party. Each alien had a different effect: Wildmutt had his sensors clogged by the cold, making him unable to see or smell. Fourarms cold didn't affect his powers, though, his armpits became putrid pockets, making them smell horrible. Heatblast's powers changed completely, as the cold gave him freeze powers, which actually defeated Clancy and stopped the meltdown. Aliens transformed into: Upgrade, Wildmutt, Fourarms, Heatblast.
13 - Secrets
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. This episode features rapid transformations between all of Ben's active aliens.
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_1_.282006.29
Season 2 (2005) 2006
14 - Truth
After the incident with Vilgax, Grandpa Max tells Ben and Gwen about his secret past. He really was a plumber, but not the garden variety version. 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
During a trip to Yellowstone National Park, Ben discovers a new alien on the Omnitrix: Cannonbolt, an armadillo alien. At the same time, a meteor crashes nearby unleashing a giant, tick-like alien called the "Great One" that intends to devour the planet. 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
In San Francisco, Ben discovers that look-alikes of his aliens are committing crimes around the city. Ben encounters the imposter and discovers that it was really Kevin; their last battle has permanently given Kevin the ability to transform into the various aliens of the Omnitrix. Kevin leaves Ben to pay for his own crimes performed as Omnitrix aliens, bringing Ben into direct conflict with the ruthless Lt. Steel of the government's Special Alien Capture Team. Evading Steel, Fourarms confronts Kevin atop the Golden Gate Bridge and fight as Fourarms vs Diamondhead. Kevin is defeated, and then transforms into various other aliens to fight him but is still defeated and 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. Aliens transformed into: Diamondhead, Wildmutt, Fourarms.
17 - Gwen 10
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 ease than Ben. But Gwen uses the Omnitrix much more than required, hence when actual need for Omnitrix is required, i.e., when Vilgax attacks she finds the Omnitrix is discharged and will take some time before it becomes usable. Also, 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 and give her advice on which alien to use in which situation as she finds herself at loss in that department, then as she gets captured by Vilgax and then rescued by Ben and Max, the Omnitrix flies off of Gwen and lands on Max, gaining the Omnitrix's power. Aliens transformed into: Heatblast (Gwen), Grey Matter (Gwen), Diamondhead (Gwen), Fourarms (Gwen), Upgrade (Max).
Note: This is a non-canon episode.
18 - Grudge Match
Diamondhead battles the still-mutated Kevin, who had rendered Gwen and Max unconscious. A droid named Slix Vigma observes their fight, recognizing them as potential gladiators. Amidst the combat, a teleportation beam takes Diamondhead and Kevin to a huge ship called the Mega Cruiser, where life or death gladiator matches are regularly held between slaves captured from different alien races. There, Vigma makes Ben and Kevin a team, bonding them with shackles that transfer pain from one to the other. With no choice, Ben and Kevin battle another captive, Technorg, during which Ben teaches Kevin new attacks combining Omnitrix alien abilities in order to win. Though Kevin intends to kill Technorg, Ben restrains him and spares his opponent's life. After the fight, Ben and Kevin rally the other prisoners, who nearly all escape. However, Kevin traps Ben with the intent to kill, revealing that he still bears a grudge. Ben transforms into Cannonbolt, the only alien Kevin doesn't have, and knocks him out. Cannonbolt was about to launch his escape pod, until Kevin regained his conscious and tries to seize Cannonbolt. Fortunately, Technorg abides by a code of honor and saves Ben, sending him back to Earth. Kevin is left aboard the Mega Cruiser with Technorg.
19 - The Galactic Enforcers
When a pair of bounty hunters (Six-Six and Vulkanus) plan to use raw minerals from earth to build a devastatingly powerful bomb, Ben joins a group of alien super heroes, Galactic Enforcers, in order to stop them. However, all is not well with the new group, as a small gift of Ben's chocolate is all that's needed to weaken the group's leader, Ultimos. This causes his second, Synaptak, to take the lead in order to try showing Ben up. However, the Enforcers tactics involving 'commanding presence' backfire on them, and nearly getting Tini hurt in the process. However, after Ben goads Synaptak into rescuing Tini from a landslide, Ben and the Enforcers put aside their differences to finally arrest the bounty hunters.
20 - Camp Fear
Distracted by Ben and Gwen quarreling, Max almost hits a young camper named Gilbert 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 named Andy and Mandy, 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 Mycelium (a fungal brain) that controls the fungal creatures. Fortunately, Ben drops his shoe, which has athletes foot powder in it onto the brain and causes it and its minions to wither. Ben and Gwen spread more of the antifungal powder on its tendrils and save the camp. Aliens transformed into: Cannonbolt, Wildmutt, XLR8, Wildvine (1st time).
21 - Ultimate Weapon
Max's Plumber equipment detects that an ancient mask had been unearthed. This quickly triggers a change in Max's attitude; he claims that this artifact would lead to the most powerful weapon ever designed, and that he should retrieve it before it falls into the wrong hands. Max immediately becomes more impatient, worse-tempered, and far stricter. Upon retrieving the mask, the Tennysons come into conflict with The Organization, now called the Forever Knights, who want to find the weapon themselves. The Tennysons end up with the mask after a struggle and use it to find the ultimate weapon, the Sword of Ekchuah, inside of a Mayan pyramid. There, Fourarms faces off against the Mayan death god Ah Puch while the Forever Knights fight Max for the sword. In a painstaking decision, Max decides to save his family instead of claiming the weapon, realizing which was more important. His choice was not in vain, as the antique sword crumbles to dust once Enoch takes it, since the sword 5000 years old. 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
Season 2 (2005) 2006
14 - Truth
After the incident with Vilgax, Grandpa Max tells Ben and Gwen about his secret past. He really was a plumber, but not the garden variety version. 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
During a trip to Yellowstone National Park, Ben discovers a new alien on the Omnitrix: Cannonbolt, an armadillo alien. At the same time, a meteor crashes nearby unleashing a giant, tick-like alien called the "Great One" that intends to devour the planet. 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
In San Francisco, Ben discovers that look-alikes of his aliens are committing crimes around the city. Ben encounters the imposter and discovers that it was really Kevin; their last battle has permanently given Kevin the ability to transform into the various aliens of the Omnitrix. Kevin leaves Ben to pay for his own crimes performed as Omnitrix aliens, bringing Ben into direct conflict with the ruthless Lt. Steel of the government's Special Alien Capture Team. Evading Steel, Fourarms confronts Kevin atop the Golden Gate Bridge and fight as Fourarms vs Diamondhead. Kevin is defeated, and then transforms into various other aliens to fight him but is still defeated and 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. Aliens transformed into: Diamondhead, Wildmutt, Fourarms.
17 - Gwen 10
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 ease than Ben. But Gwen uses the Omnitrix much more than required, hence when actual need for Omnitrix is required, i.e., when Vilgax attacks she finds the Omnitrix is discharged and will take some time before it becomes usable. Also, 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 and give her advice on which alien to use in which situation as she finds herself at loss in that department, then as she gets captured by Vilgax and then rescued by Ben and Max, the Omnitrix flies off of Gwen and lands on Max, gaining the Omnitrix's power. Aliens transformed into: Heatblast (Gwen), Grey Matter (Gwen), Diamondhead (Gwen), Fourarms (Gwen), Upgrade (Max).
Note: This is a non-canon episode.
18 - Grudge Match
Diamondhead battles the still-mutated Kevin, who had rendered Gwen and Max unconscious. A droid named Slix Vigma observes their fight, recognizing them as potential gladiators. Amidst the combat, a teleportation beam takes Diamondhead and Kevin to a huge ship called the Mega Cruiser, where life or death gladiator matches are regularly held between slaves captured from different alien races. There, Vigma makes Ben and Kevin a team, bonding them with shackles that transfer pain from one to the other. With no choice, Ben and Kevin battle another captive, Technorg, during which Ben teaches Kevin new attacks combining Omnitrix alien abilities in order to win. Though Kevin intends to kill Technorg, Ben restrains him and spares his opponent's life. After the fight, Ben and Kevin rally the other prisoners, who nearly all escape. However, Kevin traps Ben with the intent to kill, revealing that he still bears a grudge. Ben transforms into Cannonbolt, the only alien Kevin doesn't have, and knocks him out. Cannonbolt was about to launch his escape pod, until Kevin regained his conscious and tries to seize Cannonbolt. Fortunately, Technorg abides by a code of honor and saves Ben, sending him back to Earth. Kevin is left aboard the Mega Cruiser with Technorg.
19 - The Galactic Enforcers
When a pair of bounty hunters (Six-Six and Vulkanus) plan to use raw minerals from earth to build a devastatingly powerful bomb, Ben joins a group of alien super heroes, Galactic Enforcers, in order to stop them. However, all is not well with the new group, as a small gift of Ben's chocolate is all that's needed to weaken the group's leader, Ultimos. This causes his second, Synaptak, to take the lead in order to try showing Ben up. However, the Enforcers tactics involving 'commanding presence' backfire on them, and nearly getting Tini hurt in the process. However, after Ben goads Synaptak into rescuing Tini from a landslide, Ben and the Enforcers put aside their differences to finally arrest the bounty hunters.
20 - Camp Fear
Distracted by Ben and Gwen quarreling, Max almost hits a young camper named Gilbert 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 named Andy and Mandy, 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 Mycelium (a fungal brain) that controls the fungal creatures. Fortunately, Ben drops his shoe, which has athletes foot powder in it onto the brain and causes it and its minions to wither. Ben and Gwen spread more of the antifungal powder on its tendrils and save the camp. Aliens transformed into: Cannonbolt, Wildmutt, XLR8, Wildvine (1st time).
21 - Ultimate Weapon
Max's Plumber equipment detects that an ancient mask had been unearthed. This quickly triggers a change in Max's attitude; he claims that this artifact would lead to the most powerful weapon ever designed, and that he should retrieve it before it falls into the wrong hands. Max immediately becomes more impatient, worse-tempered, and far stricter. Upon retrieving the mask, the Tennysons come into conflict with The Organization, now called the Forever Knights, who want to find the weapon themselves. The Tennysons end up with the mask after a struggle and use it to find the ultimate weapon, the Sword of Ekchuah, inside of a Mayan pyramid. There, Fourarms faces off against the Mayan death god Ah Puch while the Forever Knights fight Max for the sword. In a painstaking decision, Max decides to save his family instead of claiming the weapon, realizing which was more important. His choice was not in vain, as the antique sword crumbles to dust once Enoch takes it, since the sword 5000 years old. 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
Gwen opens 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 - The Lurk Below
The family ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who doesn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threaten to destroy the whole resort. While the kids find a way to cooperate with each other to find the source the aliens want to retrieve as it turns out that it was a piece of their technology, Donovan himself learns a few lessons in how to bond better with his grandson.
24 - Ghostfreaked Out
Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of an academy school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreakremoves 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 Ghostfreak 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. In the end, presumably as a result of Gwen's connection with Ben and her involvement in fighting off the villains (during which quite some damage was done), her application for the academy is rejected. Ben manages to cheer Gwen up after she hears the bad news. Aliens transformed into: Wildmutt, Ghostfreak (last time), Fourarms, Grey Matter.
25 - Dr. Animo And The Mutant Ray
When Ben tries to take apart the Omnitrix to see how it works, he ends up breaking off its face and causing weird combinations of his alien forms when he transforms. Additionally, the broken piece begins mutating the smaller creatures it comes into contact with. Meanwhile, Dr. Animo escapes from prison and, during a battle with Ben, finds the broken piece of the Omnitrix. Using it, he is able to complete his large-scale Transmodulator, giving him the power to mutate the entire planet in a single shot.
26 - Back With A Vengeance
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 wins and quickly realizes the nature of Kevin's mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight to a stalemate. Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm. Gwen enters the Null Void in order to retrieve Ben. Unfortunately, Kevin takes her hostage, forcing Ben to give away the Omnitrix in order to save her. But before anyone can escape, Kevin double-crosses Vilgax. Ben and Gwen procure the Omnitrix in the resulting brawl and leave the 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. This episode features rapid transformations between all of Ben's active aliens.
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_2_.282005.29_2006
Season 3 (2006-2007)
27 - Ben 10,000
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
While visiting a mega-mall, Ben and Gwen watch a hypnotist perform. Gwen volunteers Ben as a test subject, and the host, Sublimino, successfully hypnotizes him. When asked to act like an alien, Ben naturally turns to the Omnitrix and almost changes in front of the audience. Even though he is stopped by Gwen, the trouble doesn't end there. Sublimino is able to use those he hypnotizes to commit crimes in their dream state, and the alien-equipped Ben proves to be the perfect accomplice. Using Ben, Sublimino is able to steal parts to make a much bigger hypnotism device, this time hypnotizing everyone in the mall including Gwen and Grandpa. But Ben escapes the hypno beam. Ben stops him as Wildvine and Sublimino is presumably arrested. Ben finds Sublimino's hypno watch and hypnotizes Gwen to feed him ice cream that ends up all over his head.
29 - A Change of Face
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 and sent tojuvie, where she meets two Criminal women named Pinky and Missy, in Charmcaster's body while Charmcaster stays with the unaware Ben and Max and tries to cook up another body-transfer spell. Gwen stops Pinky and Missy from escaping using two clay animals as she escapes from juvie and returns, convincing Ben of the truth before Charmcaster tries again. However, Charmcaster manages to swap their bodies once more, ending with Charmcaster in her true body while Gwen and Ben have switched. The two swap back as a result of Charmcaster's third body-swap spell and Cannonbolt defeats Charmcaster. Ben as Cannonbolt ties up Charmcaster. Gwen punches Charmcaster out as revenge for taking over her body. Gwen ends up taking Charmcaster's spellbook for her own use and in hopes of building up her magic. Charmcaster is in juvie where Pinky and Missy come in and prepare to give her a beating.
30 - Merry Christmas
Ben, Grandpa Max, and Gwen come upon a bizarre Christmas village run by a Christmas-obsessed man (Mr. Jingles) who thinks Grandpa Max is Santa Claus and proceeds to trap him. As Ben and Gwen explore, they learn about a strange curse on the village from one of its few unloyal elves, including one, who happens to be the son of the Christmas-obsessed man. The village was frozen at Christmas, in the 1930s, But when Ben delivers all the gifts that had been made, time catches up to the village instantly.
31 - Benwolf
During a visit to New Mexico, Ben falls in love with a Native American girl named Kai Green while a wolf-like creature appears in a flash of purple lightning. 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 Benwolf. 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. Aliens transformed into: Wildvine, Benwolf (only time), Cannonbolt.
32 - Game Over
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
When a television show called Super Alien Hero Buddy Adventures, which stars corny cartoon versions of Fourarms, Heatblast, and Wildmutt, shows up, Ben gets angry and demands credit. Furthermore, it has replaced his favorite show, Kangaroo Commando. It just so happens Ben and Gwen are visiting Planetary Studios at the time, so he tries to confront the producer about it. Meanwhile, strange accidents begin occurring around the actor who plays The Commando, conveniently allowing the actor to save the day. 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
The family ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who doesn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threaten to destroy the whole resort. While the kids find a way to cooperate with each other to find the source the aliens want to retrieve as it turns out that it was a piece of their technology, Donovan himself learns a few lessons in how to bond better with his grandson.
24 - Ghostfreaked Out
Lately, Ben has been having strange nightmares about Ghostfreak. During a tour of an academy school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, during which Ben is clearly no longer in control, Ghostfreak escapes from the Omnitrix. Ghostfreakremoves 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 Ghostfreak 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. In the end, presumably as a result of Gwen's connection with Ben and her involvement in fighting off the villains (during which quite some damage was done), her application for the academy is rejected. Ben manages to cheer Gwen up after she hears the bad news. Aliens transformed into: Wildmutt, Ghostfreak (last time), Fourarms, Grey Matter.
25 - Dr. Animo And The Mutant Ray
When Ben tries to take apart the Omnitrix to see how it works, he ends up breaking off its face and causing weird combinations of his alien forms when he transforms. Additionally, the broken piece begins mutating the smaller creatures it comes into contact with. Meanwhile, Dr. Animo escapes from prison and, during a battle with Ben, finds the broken piece of the Omnitrix. Using it, he is able to complete his large-scale Transmodulator, giving him the power to mutate the entire planet in a single shot.
26 - Back With A Vengeance
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 wins and quickly realizes the nature of Kevin's mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight to a stalemate. Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm. Gwen enters the Null Void in order to retrieve Ben. Unfortunately, Kevin takes her hostage, forcing Ben to give away the Omnitrix in order to save her. But before anyone can escape, Kevin double-crosses Vilgax. Ben and Gwen procure the Omnitrix in the resulting brawl and leave the 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. This episode features rapid transformations between all of Ben's active aliens.
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_2_.282005.29_2006
Season 3 (2006-2007)
27 - Ben 10,000
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
While visiting a mega-mall, Ben and Gwen watch a hypnotist perform. Gwen volunteers Ben as a test subject, and the host, Sublimino, successfully hypnotizes him. When asked to act like an alien, Ben naturally turns to the Omnitrix and almost changes in front of the audience. Even though he is stopped by Gwen, the trouble doesn't end there. Sublimino is able to use those he hypnotizes to commit crimes in their dream state, and the alien-equipped Ben proves to be the perfect accomplice. Using Ben, Sublimino is able to steal parts to make a much bigger hypnotism device, this time hypnotizing everyone in the mall including Gwen and Grandpa. But Ben escapes the hypno beam. Ben stops him as Wildvine and Sublimino is presumably arrested. Ben finds Sublimino's hypno watch and hypnotizes Gwen to feed him ice cream that ends up all over his head.
29 - A Change of Face
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 and sent tojuvie, where she meets two Criminal women named Pinky and Missy, in Charmcaster's body while Charmcaster stays with the unaware Ben and Max and tries to cook up another body-transfer spell. Gwen stops Pinky and Missy from escaping using two clay animals as she escapes from juvie and returns, convincing Ben of the truth before Charmcaster tries again. However, Charmcaster manages to swap their bodies once more, ending with Charmcaster in her true body while Gwen and Ben have switched. The two swap back as a result of Charmcaster's third body-swap spell and Cannonbolt defeats Charmcaster. Ben as Cannonbolt ties up Charmcaster. Gwen punches Charmcaster out as revenge for taking over her body. Gwen ends up taking Charmcaster's spellbook for her own use and in hopes of building up her magic. Charmcaster is in juvie where Pinky and Missy come in and prepare to give her a beating.
30 - Merry Christmas
Ben, Grandpa Max, and Gwen come upon a bizarre Christmas village run by a Christmas-obsessed man (Mr. Jingles) who thinks Grandpa Max is Santa Claus and proceeds to trap him. As Ben and Gwen explore, they learn about a strange curse on the village from one of its few unloyal elves, including one, who happens to be the son of the Christmas-obsessed man. The village was frozen at Christmas, in the 1930s, But when Ben delivers all the gifts that had been made, time catches up to the village instantly.
31 - Benwolf
During a visit to New Mexico, Ben falls in love with a Native American girl named Kai Green while a wolf-like creature appears in a flash of purple lightning. 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 Benwolf. 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. Aliens transformed into: Wildvine, Benwolf (only time), Cannonbolt.
32 - Game Over
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
When a television show called Super Alien Hero Buddy Adventures, which stars corny cartoon versions of Fourarms, Heatblast, and Wildmutt, shows up, Ben gets angry and demands credit. Furthermore, it has replaced his favorite show, Kangaroo Commando. It just so happens Ben and Gwen are visiting Planetary Studios at the time, so he tries to confront the producer about it. Meanwhile, strange accidents begin occurring around the actor who plays The Commando, conveniently allowing the actor to save the day. 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
In order to teach Ben and Gwen the value of hard work, Grandpa Max takes them to a farm. However, Todd, a son of a Female farmhand named Joan Maplewood tells Ben and Gwen of a Benmummy 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
Ben goes to see his favorite Little League team. Unfortunately, who should be on his team but his rivals, JT and Cash. He discovers that their opponents, the Squires, are robots. He cheats for his own team, but it works against them when the robots try to kidnap people on the team who appeared to be experts due to Ben's help. While attempting a rescue, Ben discovers that the robots plans are to replace the President of the United States, who had also been watching the game. The Tennysons foil the Squires' plan and personally save the president. After they have left, Enoch appears, revealing the plan to be his own. He vows that the Tennysons will pay with their lives.
36 - Monster Weather
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. Aliens transformed into: Heatblast, XLR8, Fourarms.
37 - The Return
A shuttle launch at NASA is interrupted by a purple lightning storm. This attracts the attention of Ben, Gwen, and Max, who hope to discover the origin of the alien werewolf and mummy. While at NASA, Ben runs into an ill-tempered scientist by the name of Dr. Vicktor. Surveillance tapes associate him with the purple lightning storm, and he is quickly shown to be in cahoots with the two creatures. Ben, Gwen, and Max encounter the creatures again, in addition to Doctor Vicktor in his true form. Following a losing battle, the Tennysons split up: Max and Gwen board the space shuttle that Doctor Vicktor launches, and Ben follows Vicktor as XLR8. The mummy's onboard the space shuttle, and Vicktor sends the werewolf to New Mexico in a flash of purple lightning through use of a teleportation device. But as Ben confronts Dr. Vicktor, the scientist reveals that he is not carrying out his own plan. Vicktor revives his master, who to Ben's horror is revealed to be Ghostfreak.
38 - Be Afraid of the Dark
Ben is now facing both a revived Ghostfreak and Doctor Vicktor, quickly transforming into Grey Matter to escape. Grey Matter is able to discern Ghostfreak's plan from a computer terminal: Using the corrodium to amplify the power source of the orbiting space station, in conjunction with the device the alien werewolf built in New Mexico, Ghostfreak is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth's population, but it will also block out the sun, giving Ghostfreak a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Vicktor clings to so that he might also get to the station. 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. Aliens transformed into: Grey Matter, Upgrade, Benvicktor (only time), Cannonbolt.
39 - The Visitor
Two snowmobilers accidentally release an alien named Xylene from a strange container. Xylene locates the Omnitrix and attacks Ben, under the impression that he had stolen it. However, when Max comes to defend, the two recognize each other as old friends. Xylene and Max reminisce later that night. As Wildvine spies on them, Xylene asks Max to leave Earth and travel through the Universe with her. Distraught, Ben runs back to the campsite, where he is unable to ward off an attack by one of Vilgax's remaining drones and has to rely on Max and Xylene for help. There, Xylene reveals that she was the commander of the ship bringing the Omnitrix to Earth when Vilgax attacked it, and that she had intended to send it to Max; Ben received the Omnitrix by accident. Ben runs off in shock and Gwen follows. The drone attacks again and captures Max. 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. Aliens transformed into: Wildmutt, Heatblast, Wildvine, Fourarms, Diamondhead, Upchuck (1st time).
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_3_.282006.E2.80.932007.29
Season 4 (2006 - 2008)
40 - Perfect Day
Ben seems to be having a perfect day: Grandpa Max makes a breakfast Ben considers edible, a bus full of cheerleaders including Kai Green breaks down in front of him, he, Grandpa Max and Gwen go to a pizza n' play (where Ben gets kissed by two 18-year-old girls, causing him to blush) and unreleased games fall off a truck. However, when another Gwen and Grandpa Max show up, he discovers that Enoch and the Forever Knights have trapped him in adream world while they attempt to remove the Omnitrix from his wrist. Revealed, Enoch turns the dream into a "nightmare", which is 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
Dr. Animo has just escaped from prison with the help of a mutated seagull, plotting to get revenge on Ben once again, who is at the beach with Gwen and Max. Ben is being impulsive as no one will play with him, until he is confronted by Animo's seagull. During the fight, Ben discovers a new alien on the Omnitrix, Ditto, who has the power to multiply at will. Ben manages to drive of the seagull and enjoys playing as his multiple ditto copies. However one of Ben's Ditto clones is captured by Animo himself, in hopes of exploiting his alien DNA for his own evil purposes. Using the alien DNA, Animo creates an army of self-multiplying mutant Stinkflies, but Ben exploits the inherent weakness in the clones to destroy every Stinkfly clone and capture Dr. Animo once more.
42 - Don't Drink The Water
Growing weak with old age, Hex is seeking out something to make him stay young. At the same time, Max is having difficulties with his aging body, so he decides to impress his grandkids at a fair to show them he's not as elderly as he seems. At the dunking game Max challenged them to, he and Ben both get splashed, unaware that the water is from the Fountain of Youth. Max regresses into a ten-year-old while Ben becomes a four-year-old. The booth's owner is Hector, the guardian of the fountain, having been charged to do so by Juan Ponce de León 400 years previously. Hex manages to force the man into revealing the location of the fountain, which he uses to become young again. However, Ben uses Heatblast to vaporize the fountain, in the process exposing Hex to enough of the water to turn him into an infant. With the fountain gone, the man reveals that the effects of the water will wear off without constant exposure. Meanwhile, Charmcaster finds her infant uncle and enjoys taunting him at his expense.
43 - Big Fat Alien Wedding
Ben, Gwen, and Grandpa Max attend a family wedding for Max's nephew Joel and his bride-to-be, Camille. Before the day of the wedding, Ben tries to go swimming in the lake, only to interrupt a mud alien's attempt to sabotage the wedding. Ben defeats the sludge alien as Cannonbolt but finds the groom's parents pointing rifles at him soon after. He escapes with Gwen's help, and Max explains that the groom's side of the family are all Plumbers, while the bride's side are all mud-like aliens, called "Sludges", which the Plumbers were enemies with until Joel and Camille meet. This wedding represents a truce. During a dinner time with the families, they are confronted by Camille's ex-boyfriend. Ben tries fighting him with Diamondhead, but realizes the Sludge is immune to the diamond ammunition. As they fight, Diamondhead pushes Camille's ex-boyfriend into a hot tub, where he dissolves into the water. After this incident, Joel's parents try to convince Joel and Camille to cancel the wedding. They refuse, forbidding them to bring any Plumber gear and the wedding continues the next day. However, on the wedding day, chaos erupts when Camille's parents and ex-boyfriend revolt against the marriage. Max realizes that they just set up the ex-boyfriend plot so they could hide their own true color. The opposition shows their true selves and attempt to eradicate Joel. AsHeatblast, Ben defeats them with a little help from Max, who bought some Plumber weapons, and the angry bride.
44 - Ben 4 Good Buddy
While traveling through a desert, the Tennysons encounter a group of modern-day pirates called the Road Crew attempting to hijack the RV of Laurence Wainright. After stopping the Road Crew, the family makes a pit stop and Ben and Gwen start to complain about how the Rust Bucket doesn't work right and isn't nearly as luxurious as Laurence's RV. Shortly afterwards the Road Crew returns and steals the Rust Bucket. While Grandpa Max tries desperately to track down the Rust Bucket, the Road Crew give it a makeover for use in their plans. The Tennysons "borrow" Laurence's RV to catch up to the Road Crew just as they steal missiles from a train. Baron Highway, the leader of the Road Crew, plans on using the missiles to destroy the new highway, which in turn will increase traffic on the roads that the Road Crew patrol. Ultimately Ben stops Baron Highway's plan using his knowledge of the Rust Bucket's quirks.
45 - Ready to Rumble
After seemingly damaging Gwen's new 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 damage". After rescuing her, Ben gives the prize money to the family since they need it more than he does. Returning home, he admits to what he did, only to discover that the computer wasn't even broken in the first place, requiring a special key that Gwen had to activate it.
46 - Ken 10
In an alternate 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.
Note: This is a non-canon episode. Also there is an alien at Ken's party who resembles Billy from the "Grim Adventures of Billy and Mandy" played by Billy's voice actor Richard Steven Horvitz.
47 - 48 - Ben 10 Vs. The Negative 10
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. 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 - 51 - Secret of the Omnitrix (Movie)
The story starts with Dr. Animo having kidnapped Gwen and Grandpa Max. Ben enters in Animo's lab as Heatblast and throws fire at Animo's machine. Before it's destroyed the machine threw a strange energy and Heatblast's Omnitrix symbol becomes orange. Ben tries to become Stinkfly, but the watch starts glowing orange again, and after many alien switches, lands on Grey Matter. Ben races after Animo, but the Dr. gets away. A short time later they leave to go shopping, as Gwen just wants to feel "normal". However, the Omnitrix causes a minor explosion. The next morning, Tetrax comes to Earth and tells to Ben that Omnitrix is in S.D.M (Self-destruct mode) and they must findAzmuth, Omnitrix's creator. Tetrax estimates Ben has 4 days before the watch self-destructs. Max and Gwen are told they cannot come with him. Ben goes to Tetrax's spaceship and meets Gluto, a Goop-like alien that drives the ship. The scene cuts to Vilgax taking over another alien ship. Vilgax talks about how he will get revenge on Ben for sending him to the Null Void. The scene cuts back again to Ben and Tetrax on the ship, who are doing experiments to try to find Azmuth's DNA signature in order to track him. They find the planet Azmuth is on only to be interrupted by an intruder alert. Ben tries to go XLR8, but ends up becoming Wildmutt. He and Tetrax split up, when they find out the "intruder" is Gwen, who had snuck aboard. Tetrax goes to check up on the watch, who's self-destruct countdown has sped up. A short while later, Ben learns that it is likely Azmuth will deactivate the Omnitrix, and not fix it as Ben believed. Ben protests, saying he wants to remain a hero. As Ben, Gwen, and Tetrax come upon the planet in which Azmuth is staying, Ben and Gwen have to share a Stinkfly costume to remain in disguise. While they are hiding on the side, Ben spots Vilgax in disguise and goes Upchuck to fight him. However, upon closer inspection, the alien is actually a female named Myax. She throws Ben into the crowd of aliens, causing them to converge on Gwen and Ben, so Tetrax goes to save them. Myax comes over to Ben and notices he has the Omnitrix. She says that she used to work on the Omnitrix with Azmuth. Before Ben can tell Tetrax this, they have to leave on the ship, which Myax manages to climb aboard. Myax tells the crew that they need to go to Xenon to find Azmuth. As they near the planet, they are immersed in darkness. Azmuth (along with Myax' help) long ago set up a device that sucked all the light from the surrounding area. The planet is also surrounded by an asteroid belt. This means that one trying to get to Xenon would be crushed by asteroid before they could find the planet, if they could even navigate it they wouldn't be able to see Xenon. Myax says there's nothing to worry about, however, because the Omnitrix has a homing device that can lead them safely. Ben stands on top of the ship and is attempting to guide them through when Vilgax suddenly attacks the ship. Tetrax sends out a small pod for Ben to get into, while the others fight off the intruders. Just as Ben's pod enters the cargo bay of the ship (after helping fight some aliens), Ben lands at Vilgax' feet. Ben manages to open a hatch while activating gravity sensors on his boots, sucking Vilgax into space. Just then, the ship spirals downward without a pilot (Gluto was blown apart by a gun trying to save Gwen). Gwen and Ben manage to pull levers and land the ship, although they crash hard. The whole group (Ben, Gwen, Tetrax and Myax) head off in search of Azmuth and his lab. They are attacked by a bunch of Flourana (Wildvines), and Gwen is taken. Ben goes Fourarms, ignoring the risk about accelerating the Self Destruct Mode, but is still unable to save her. Though upset, Ben vows that he won't let her die in vain. The now-trio goes through a tunnel and encounters Azmuth in hologram-form. Azmuth says he won't help them, so Ben goes Cannonbolt to attack the door the hologram came from. Ben attacks Azmuth, who we thought was a giant metal creature, but is revealed to actually be a Galvan, or a Grey Matter. Just as Ben seems to be persuading Azmuth to fix the watch, the lab starts shaking, and the crew runs out to see Vilgax with an assembled army. Tetrax tells Ben he can't go hero or the watch will explode, so Ben grabs a gun and goes out to fight. Azmuth is puzzled as to why Ben would continue to defend the Omnitrix. As he is fighting, Ben spots Gwen and Gluto, who tell him that Gluto's species can regenerate from even the smallest piece of its body; some of which was on Gwen's shirt. Just when things seem most dire, Ben removes the piece Myax had put on the Omnitrix to deflect the shockwaves, causing a huge explosion that hurts every enemy nearby, save for the good guys. Azmuth sees this and removes the dial of the Omnitrix. However, Vilgax re-appears and knocks him off course. Ben is feeling upset that he's just a regular kid, but Gwen tells him that he doesn't need the Omnitrix to be a hero. Just as she says this, Azmuth comes back with a fixed Omnitrix, much to Ben's surprise. Azmuth has even programmed in a new alien, Way Big. This alien looks similar to Ditto, but is red and gray with spikes on his head and elbows. Way Big is, as the name implies, humongous. Vilgax is the size of about one finger. Ben as Way Big decimates the remaining army, and hurls Vilgax deep into space. Ben offers to give Azmuth back the Omnitrix, but Azmuth says that Ben is doing a fine job. The story ends with Ben, Gwen and Max heading to fight off a zombie report at the mall.
52 - Goodbye And Good Riddance
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.
Note: This is a non-canon episode.
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_4_.282006-2008.29
35 - The Unnaturals
Ben goes to see his favorite Little League team. Unfortunately, who should be on his team but his rivals, JT and Cash. He discovers that their opponents, the Squires, are robots. He cheats for his own team, but it works against them when the robots try to kidnap people on the team who appeared to be experts due to Ben's help. While attempting a rescue, Ben discovers that the robots plans are to replace the President of the United States, who had also been watching the game. The Tennysons foil the Squires' plan and personally save the president. After they have left, Enoch appears, revealing the plan to be his own. He vows that the Tennysons will pay with their lives.
36 - Monster Weather
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. Aliens transformed into: Heatblast, XLR8, Fourarms.
37 - The Return
A shuttle launch at NASA is interrupted by a purple lightning storm. This attracts the attention of Ben, Gwen, and Max, who hope to discover the origin of the alien werewolf and mummy. While at NASA, Ben runs into an ill-tempered scientist by the name of Dr. Vicktor. Surveillance tapes associate him with the purple lightning storm, and he is quickly shown to be in cahoots with the two creatures. Ben, Gwen, and Max encounter the creatures again, in addition to Doctor Vicktor in his true form. Following a losing battle, the Tennysons split up: Max and Gwen board the space shuttle that Doctor Vicktor launches, and Ben follows Vicktor as XLR8. The mummy's onboard the space shuttle, and Vicktor sends the werewolf to New Mexico in a flash of purple lightning through use of a teleportation device. But as Ben confronts Dr. Vicktor, the scientist reveals that he is not carrying out his own plan. Vicktor revives his master, who to Ben's horror is revealed to be Ghostfreak.
38 - Be Afraid of the Dark
Ben is now facing both a revived Ghostfreak and Doctor Vicktor, quickly transforming into Grey Matter to escape. Grey Matter is able to discern Ghostfreak's plan from a computer terminal: Using the corrodium to amplify the power source of the orbiting space station, in conjunction with the device the alien werewolf built in New Mexico, Ghostfreak is intent on covering the daylight side of the Earth in a corrodium shield. This will not only mutate Earth's population, but it will also block out the sun, giving Ghostfreak a world of eternal darkness to rule over. Ben uses Upgrade to create a makeshift rocket to get to the space station, which Vicktor clings to so that he might also get to the station. 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. Aliens transformed into: Grey Matter, Upgrade, Benvicktor (only time), Cannonbolt.
39 - The Visitor
Two snowmobilers accidentally release an alien named Xylene from a strange container. Xylene locates the Omnitrix and attacks Ben, under the impression that he had stolen it. However, when Max comes to defend, the two recognize each other as old friends. Xylene and Max reminisce later that night. As Wildvine spies on them, Xylene asks Max to leave Earth and travel through the Universe with her. Distraught, Ben runs back to the campsite, where he is unable to ward off an attack by one of Vilgax's remaining drones and has to rely on Max and Xylene for help. There, Xylene reveals that she was the commander of the ship bringing the Omnitrix to Earth when Vilgax attacked it, and that she had intended to send it to Max; Ben received the Omnitrix by accident. Ben runs off in shock and Gwen follows. The drone attacks again and captures Max. 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. Aliens transformed into: Wildmutt, Heatblast, Wildvine, Fourarms, Diamondhead, Upchuck (1st time).
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_3_.282006.E2.80.932007.29
Season 4 (2006 - 2008)
40 - Perfect Day
Ben seems to be having a perfect day: Grandpa Max makes a breakfast Ben considers edible, a bus full of cheerleaders including Kai Green breaks down in front of him, he, Grandpa Max and Gwen go to a pizza n' play (where Ben gets kissed by two 18-year-old girls, causing him to blush) and unreleased games fall off a truck. However, when another Gwen and Grandpa Max show up, he discovers that Enoch and the Forever Knights have trapped him in adream world while they attempt to remove the Omnitrix from his wrist. Revealed, Enoch turns the dream into a "nightmare", which is 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
Dr. Animo has just escaped from prison with the help of a mutated seagull, plotting to get revenge on Ben once again, who is at the beach with Gwen and Max. Ben is being impulsive as no one will play with him, until he is confronted by Animo's seagull. During the fight, Ben discovers a new alien on the Omnitrix, Ditto, who has the power to multiply at will. Ben manages to drive of the seagull and enjoys playing as his multiple ditto copies. However one of Ben's Ditto clones is captured by Animo himself, in hopes of exploiting his alien DNA for his own evil purposes. Using the alien DNA, Animo creates an army of self-multiplying mutant Stinkflies, but Ben exploits the inherent weakness in the clones to destroy every Stinkfly clone and capture Dr. Animo once more.
42 - Don't Drink The Water
Growing weak with old age, Hex is seeking out something to make him stay young. At the same time, Max is having difficulties with his aging body, so he decides to impress his grandkids at a fair to show them he's not as elderly as he seems. At the dunking game Max challenged them to, he and Ben both get splashed, unaware that the water is from the Fountain of Youth. Max regresses into a ten-year-old while Ben becomes a four-year-old. The booth's owner is Hector, the guardian of the fountain, having been charged to do so by Juan Ponce de León 400 years previously. Hex manages to force the man into revealing the location of the fountain, which he uses to become young again. However, Ben uses Heatblast to vaporize the fountain, in the process exposing Hex to enough of the water to turn him into an infant. With the fountain gone, the man reveals that the effects of the water will wear off without constant exposure. Meanwhile, Charmcaster finds her infant uncle and enjoys taunting him at his expense.
43 - Big Fat Alien Wedding
Ben, Gwen, and Grandpa Max attend a family wedding for Max's nephew Joel and his bride-to-be, Camille. Before the day of the wedding, Ben tries to go swimming in the lake, only to interrupt a mud alien's attempt to sabotage the wedding. Ben defeats the sludge alien as Cannonbolt but finds the groom's parents pointing rifles at him soon after. He escapes with Gwen's help, and Max explains that the groom's side of the family are all Plumbers, while the bride's side are all mud-like aliens, called "Sludges", which the Plumbers were enemies with until Joel and Camille meet. This wedding represents a truce. During a dinner time with the families, they are confronted by Camille's ex-boyfriend. Ben tries fighting him with Diamondhead, but realizes the Sludge is immune to the diamond ammunition. As they fight, Diamondhead pushes Camille's ex-boyfriend into a hot tub, where he dissolves into the water. After this incident, Joel's parents try to convince Joel and Camille to cancel the wedding. They refuse, forbidding them to bring any Plumber gear and the wedding continues the next day. However, on the wedding day, chaos erupts when Camille's parents and ex-boyfriend revolt against the marriage. Max realizes that they just set up the ex-boyfriend plot so they could hide their own true color. The opposition shows their true selves and attempt to eradicate Joel. AsHeatblast, Ben defeats them with a little help from Max, who bought some Plumber weapons, and the angry bride.
44 - Ben 4 Good Buddy
While traveling through a desert, the Tennysons encounter a group of modern-day pirates called the Road Crew attempting to hijack the RV of Laurence Wainright. After stopping the Road Crew, the family makes a pit stop and Ben and Gwen start to complain about how the Rust Bucket doesn't work right and isn't nearly as luxurious as Laurence's RV. Shortly afterwards the Road Crew returns and steals the Rust Bucket. While Grandpa Max tries desperately to track down the Rust Bucket, the Road Crew give it a makeover for use in their plans. The Tennysons "borrow" Laurence's RV to catch up to the Road Crew just as they steal missiles from a train. Baron Highway, the leader of the Road Crew, plans on using the missiles to destroy the new highway, which in turn will increase traffic on the roads that the Road Crew patrol. Ultimately Ben stops Baron Highway's plan using his knowledge of the Rust Bucket's quirks.
45 - Ready to Rumble
After seemingly damaging Gwen's new 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 damage". After rescuing her, Ben gives the prize money to the family since they need it more than he does. Returning home, he admits to what he did, only to discover that the computer wasn't even broken in the first place, requiring a special key that Gwen had to activate it.
46 - Ken 10
In an alternate 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.
Note: This is a non-canon episode. Also there is an alien at Ken's party who resembles Billy from the "Grim Adventures of Billy and Mandy" played by Billy's voice actor Richard Steven Horvitz.
47 - 48 - Ben 10 Vs. The Negative 10
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. 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 - 51 - Secret of the Omnitrix (Movie)
The story starts with Dr. Animo having kidnapped Gwen and Grandpa Max. Ben enters in Animo's lab as Heatblast and throws fire at Animo's machine. Before it's destroyed the machine threw a strange energy and Heatblast's Omnitrix symbol becomes orange. Ben tries to become Stinkfly, but the watch starts glowing orange again, and after many alien switches, lands on Grey Matter. Ben races after Animo, but the Dr. gets away. A short time later they leave to go shopping, as Gwen just wants to feel "normal". However, the Omnitrix causes a minor explosion. The next morning, Tetrax comes to Earth and tells to Ben that Omnitrix is in S.D.M (Self-destruct mode) and they must findAzmuth, Omnitrix's creator. Tetrax estimates Ben has 4 days before the watch self-destructs. Max and Gwen are told they cannot come with him. Ben goes to Tetrax's spaceship and meets Gluto, a Goop-like alien that drives the ship. The scene cuts to Vilgax taking over another alien ship. Vilgax talks about how he will get revenge on Ben for sending him to the Null Void. The scene cuts back again to Ben and Tetrax on the ship, who are doing experiments to try to find Azmuth's DNA signature in order to track him. They find the planet Azmuth is on only to be interrupted by an intruder alert. Ben tries to go XLR8, but ends up becoming Wildmutt. He and Tetrax split up, when they find out the "intruder" is Gwen, who had snuck aboard. Tetrax goes to check up on the watch, who's self-destruct countdown has sped up. A short while later, Ben learns that it is likely Azmuth will deactivate the Omnitrix, and not fix it as Ben believed. Ben protests, saying he wants to remain a hero. As Ben, Gwen, and Tetrax come upon the planet in which Azmuth is staying, Ben and Gwen have to share a Stinkfly costume to remain in disguise. While they are hiding on the side, Ben spots Vilgax in disguise and goes Upchuck to fight him. However, upon closer inspection, the alien is actually a female named Myax. She throws Ben into the crowd of aliens, causing them to converge on Gwen and Ben, so Tetrax goes to save them. Myax comes over to Ben and notices he has the Omnitrix. She says that she used to work on the Omnitrix with Azmuth. Before Ben can tell Tetrax this, they have to leave on the ship, which Myax manages to climb aboard. Myax tells the crew that they need to go to Xenon to find Azmuth. As they near the planet, they are immersed in darkness. Azmuth (along with Myax' help) long ago set up a device that sucked all the light from the surrounding area. The planet is also surrounded by an asteroid belt. This means that one trying to get to Xenon would be crushed by asteroid before they could find the planet, if they could even navigate it they wouldn't be able to see Xenon. Myax says there's nothing to worry about, however, because the Omnitrix has a homing device that can lead them safely. Ben stands on top of the ship and is attempting to guide them through when Vilgax suddenly attacks the ship. Tetrax sends out a small pod for Ben to get into, while the others fight off the intruders. Just as Ben's pod enters the cargo bay of the ship (after helping fight some aliens), Ben lands at Vilgax' feet. Ben manages to open a hatch while activating gravity sensors on his boots, sucking Vilgax into space. Just then, the ship spirals downward without a pilot (Gluto was blown apart by a gun trying to save Gwen). Gwen and Ben manage to pull levers and land the ship, although they crash hard. The whole group (Ben, Gwen, Tetrax and Myax) head off in search of Azmuth and his lab. They are attacked by a bunch of Flourana (Wildvines), and Gwen is taken. Ben goes Fourarms, ignoring the risk about accelerating the Self Destruct Mode, but is still unable to save her. Though upset, Ben vows that he won't let her die in vain. The now-trio goes through a tunnel and encounters Azmuth in hologram-form. Azmuth says he won't help them, so Ben goes Cannonbolt to attack the door the hologram came from. Ben attacks Azmuth, who we thought was a giant metal creature, but is revealed to actually be a Galvan, or a Grey Matter. Just as Ben seems to be persuading Azmuth to fix the watch, the lab starts shaking, and the crew runs out to see Vilgax with an assembled army. Tetrax tells Ben he can't go hero or the watch will explode, so Ben grabs a gun and goes out to fight. Azmuth is puzzled as to why Ben would continue to defend the Omnitrix. As he is fighting, Ben spots Gwen and Gluto, who tell him that Gluto's species can regenerate from even the smallest piece of its body; some of which was on Gwen's shirt. Just when things seem most dire, Ben removes the piece Myax had put on the Omnitrix to deflect the shockwaves, causing a huge explosion that hurts every enemy nearby, save for the good guys. Azmuth sees this and removes the dial of the Omnitrix. However, Vilgax re-appears and knocks him off course. Ben is feeling upset that he's just a regular kid, but Gwen tells him that he doesn't need the Omnitrix to be a hero. Just as she says this, Azmuth comes back with a fixed Omnitrix, much to Ben's surprise. Azmuth has even programmed in a new alien, Way Big. This alien looks similar to Ditto, but is red and gray with spikes on his head and elbows. Way Big is, as the name implies, humongous. Vilgax is the size of about one finger. Ben as Way Big decimates the remaining army, and hurls Vilgax deep into space. Ben offers to give Azmuth back the Omnitrix, but Azmuth says that Ben is doing a fine job. The story ends with Ben, Gwen and Max heading to fight off a zombie report at the mall.
52 - Goodbye And Good Riddance
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.
Note: This is a non-canon episode.
Source: http://en.wikipedia.org/wiki/List_of_Ben_10_episodes#Season_4_.282006-2008.29
