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Episode 1: “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: Twenty years later in the future, in an alternate world where humans and aliens live peacefully. Ben then learns that Gwen’s captor is her own thirty-year-old future self, and a master sorceress to boot. Gwendolyn reveals that the current Ben, 10,000 is now a world-renowned hero with ten thousand different alien forms at his disposal. But, upon meeting his future self, Ben realizes that the future Ben is all business and just can’t relax and have fun, not even for his own family.
Episode 2: “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.
Episode 3: “A Change of Face”
While Ben and family are visiting Salem, Massachusetts, Charmcaster attacks in an attempt to magically switch bodies with Ben to attain the great powers of the Omnitrix. However, Gwen interferes, causing Charmcaster to switch with her instead. Gwen is punched out by Charmcaster before she can explain anything, and is then arrested and sent to juvie, where she meets two delinquent girls named Pinky and Missy. Meanwhile, Charmcaster stays with the unaware Ben and Max and tries to cook up another body-transference 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 having punched her out earlier. Gwen ends up taking Charmcaster’s small purple-and-gold spellbook for her own use in hopes of developing her own inherent magical abilities to help in fighting crime. Elsewhere, Charmcaster is back in jail where Pinky and Missy come in and prepare to give her a beating.
Episode 4: “Merry Christmas”
Ben, Grandpa Max, and Gwen come upon a bizarre Christmas village run by a Christmas-obsessed man (Mr. Jingles) who thinks Grandpa Max is Santa Claus and proceeds to trap him. As Ben and Gwen explore, they learn about a strange curse on the village from one of its few disloyal elves, including one, who happens to be the son of the Christmas-obsessed man. The village was frozen at Christmas, in the 1930s. But when Ben delivers all the gifts that had been made, time catches up to the village instantly.
All of holiday village is back to normal and all captured children have been returned and aged accordingly to where they were and aged to their correct ages as though they had never been taken.
Episode 5: “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 an alien. By scratching the Omnitrix, it added its own DNA to the Omnitrix, which was gradually shifting Ben into Benwolf. Upon reverting 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.
Episode 6: “Game Over”
Ben and Gwen are playing the 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.
Episode 7: “Super Alien Hero Buddy Adventures”
When a television show called Super Alien Hero Buddy Adventures, shows up Ben gets angry and demands credit since it stars corny cartoon versions of Fourarms, Heatblast, and Wildmutt. 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.
Episode 8: “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 farmhand named Joan Maple-wood tells Ben and Gwen of a mysterious mummy that had recently arrived in a flash of purple lightning that sparks 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 alien mummy flees in the confusion. Max discovers that the strange rock is an unstable energized mineral called “Corrodium,” which causes severe mutation in earthly organisms if exposed. 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 and effectively freezes it solid. The family then flees the farm for fear of more manual labor.
Note: Gwen uses magic spells for the first time; since attaining Charmcaster’s miniature spellbook in A Change of Face.
Episode 9: “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.
Episode 10: “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.
Note: In production, chronological, and original Cartoon Network airing order before some episodes swapped or it was delayed, it is episode 33 of the series, taking place after the episode “Game Over.”
Episode 11: “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. Viktor. 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 Viktor in his true form. Following a losing battle, the Tennysons split up: Max and Gwen board the space shuttle that Doctor Viktor launches, and Ben follows Vicktor as XLR8. The mummy’s onboard the space shuttle, and Viktor sends the werewolf to New Mexico in a flash of purple lightning through use of a teleportation device. But as Ben confronts Dr. Viktor, the scientist reveals that he is not carrying out his own plan. Vicktor revives his master and commander, who to Ben’s horror is revealed to be Ghostfreak.
Episode 12: “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 Frankenstrike form holds him off until Doctor Vicktor returns. However, Max tricks Vicktor into destroying 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 regained Ghostfreak’s natural Ectonurite form on the Omnitrix, which worries him a bit.
Episode 13: “The Visitor”
Two snowmobilers accidentally release an incredibly powerful female 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 comrades and sweethearts. Xylene and Max reminisce later that night, which indicates they had been in quite a romantic relationship during Max’s early Plumber days.
As Wildvine spies on them, Xylene asks Max to leave Earth and explore the infinitely vast cosmos 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. Though a tempting offer, Max declines, claiming that Ben and Gwen are his whole world.