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Episode 1: “And Then There Were 10”
10-year-old Ben Tennyson begins summer vacation with his 10-year-old cousin Gwen and his grandfather Max. He wanders off and finds an alien pod that has crashed to earth, and within it a watch-like alien artifact. When he reaches to touch it, the watch jumps onto his wrist and refuses to come off, merging with his DNA. Ben accidentally discovers that it can change his form into various alien creatures and quickly learns how to use it, protecting people from robots sent by Vilgax to retrieve the watch. Deciding he can be a real-life superhero, Ben begins a summer full of extraterrestrial adventures for himself, Max and Gwen.
Episode 2: “Washington B.C.”
Ben overuses the watch and doesn’t have any power left when Dr. Animo, a disgruntled scientist, brings creatures from the Natural History Museum in Washington, D.C. to life. Ben eventually defeats him, and learns that being a hero doesn’t always come with rewards.
Episode 3: “The Krakken”
When Ben and Max go on a fishing trip with Captain Shaw, they encounter the Krakken that lives in the lake. With Gwen’s help they find out that the creature is upset because Jonah Melville, a poacher pretending to be an animal lover, is stealing its eggs.
Episode 4: “Permanent Retirement”
Ben and Max drive to a retirement center to visit Aunt Vera, but find out that evil alien shape-shifters called the Limax are kidnapping and replacing the elderly residents in order to devour them later.
Episode 5: “Hunted”
Vilgax hires three alien bounty hunters, Kraab, Sixsix, and Tetrax, to retrieve the Omnitrix. Ben fights Tetrax alone, and Tetrax reveals himself to be the same species as Diamondhead. Tetrax criticizes his lack of strategy in hand-to-hand combat, then aids Ben in warding off Kraab and Sixsix. Realizing that Ben took his words to heart, Tetrax decides to leave him with the Omnitrix and awards him with a hoverboard.
Episode 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. Ben must stop them from multiplying out of control and destroying the town with their dangerous pranks, and turns to Heatblast to seal the Megawatts in the world’s largest fishbowl.
Episode 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, but he just wants the Omnitrix’s power for himself, to get back at those who treated him like a monster. The two fight and Ben chases Kevin off, but Kevin has absorbed some of the energy from the Omnitrix.
Episode 8: “The Alliance”
Ben as Four Arms reluctantly fights a female thief named Rojo, who injures Max. Ben realizes that his watch makes him a constant target and puts Gwen and Max in danger and leaves them behind, but when he encounters Rojo again, this time controlled by Vilgax’s robots and telepathy, it is Max’s advice that helps Ben win. Vilgax makes telepathic contact with Upgrade during the battle and threatens him, claiming that he will obtain the Omnitrix some day.
Episode 9: “Last Laugh”
While visiting a travelling circus, Ben fights an evil clown named Zombozo who is draining people’s souls through their laughter. Conquering his own fear of clowns, Ben defeats Zombozo by terrifying him as Ghostfreak, and saves his family. Ben admits that he scares himself while fighting as Ghostfreak.
Episode 10: “Lucky Girl”
Ben prevents a powerful sorcerer named Hex from stealing the Arkamada Book of Spells. During the fight Ben obtains one of Hex’s five magical Charms of Bezel and gives it to Gwen, giving her the supernatural ability of probability/luck manipulation. Using a Mardi Gras costume, Gwen becomes a new superheroine named “Lucky Girl” and steals Ben’s spotlight. Hex lures Gwen into a trap to retrieve the charm and destroy New Orleans, but Gwen smashes the five mystical Charms, so they can’t be used for evil.
Note: This indicates Gwen’s natural affinity for magic and mystical talismans.
Episode 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, before both Gray Matter and Howell are captured by a secret society of modern knights known only as The Organization. The two work together to escape and discover a room filled with extraterrestrial technology, with which The Organization could take over the world. Grey Matter cross-connects three 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.
Episode 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: Wildmutt is unable to see or smell, Four Arms smells horrible, and Heatblast’s powers change to freeze powers, which Ben uses to defeat Clancy.
Episode 13: “Secrets”
With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He contacts Ben in a dream, which worries Max. Ben ignores Max’s warnings not to go alien and flies off to stop trouble along the way, only to encounter Vilgax himself, who captures Ben and brings him aboard his spaceship. Max retrieves weapons from a secret base in Mount Rushmore, and he and Gwen free Ben, but then are held hostage. Max reveals that he activated the ship’s self-destruct, and the three escape, leaving Vilgax on the ship as it explodes.