Ben 10: Heroes of the OmnitrixEdit
This is a non-canon series of Ben 10 when he was 10 years old. However, Gwen and Grandpa Max get special powers and helps on missions as well.
This is a list of all the characters in this spin-off series.
Ben is the main protagonist of the spin-off series and is easily a clumsy guy. He is portrayed as an immature, insensitivem gross self-centered person who stumbles upon a watch that is called the Omnitrix that grants him power. However, a villain named Vilgax wants it for ultimate power. Ben developes a crush on Julie at the age of eleven. He is the only one that can stop Vilgax.
Gwen is the cousin of Ben and they are both born on the same day. She becomes a spell caster in the early first season after getting jealous of Ben. She is more of the strategizer or main supporter of the group. She also helps Ben fix his watch whenever it is broken or even helps him out with his crush in some episodes.
Grandpa Max is the guardian and grandpa of both the two little ones. He becomes Plumber Man in the early season one shortly after Ben acquires his powers from the Omnitrix. He is usually the one that is the most gullable (if not him then Ben). He usually saves the two in dire situations like agains Ghostfreak.
Julie is the crush of Ben 10. She usually plays as the damsel in distress in all of her appearances that plays a role in the episode. She eventually kisses Ben in the final episode and they become a couple. She also is aware of Ben's crush on her and just teases him with Gwen at the beginning of the second season. She later joins the gang as the master strategist.
Crash & JTEdit
These two are the local bullies of Ben's school and bullies Ben for his lunch everyday. They sometimes pull pranks on him as well. However, in one episode in season four they become aware of Ben being able to transform. They then become unlikely allies of Ben and are eternally loyal to him no matter what.
Steel is the general army commander that is fond of Julie and Grandpa Max. However, he seems to dislike Gwen and Ben but becomes fond of them as the series goes on. He becomes a big ally to them in season three and four when understanding the Omnitirx firsthand. He is in a few fights where he has technically won all of them.
The Galactic EnforcersEdit
These guys appears in "The Tennysons" when Ben dreams of his life several years later. They are like "maids" but they work for the circus and later on becomes evil to help Ghostfreak but joins Ben again.
Cooper is a plumber and the son of a a plumber too. Max adopts him in his first appearance in season two. He is however not seen many times fighting but makes on and off appearances. His last appearance was Episode 50 when he finds his real dad and they wish him goodbye.
He is a professor that worked in 1952 with Hugh and has traveled to the future somehow and works for Ben and co. He easily annoys either Ben or Cooper with his scientific stuff and either Max or Gwen is left to shut them up. He is fond of everyone (even villains except, Vilgax). He also fought Vilgax (revealing to be buff).
Vilgax is a galactic overlord that searches across the galaxy in searches for the Omnitrix that will give him power over the world. He hunts Ben down everyday and once even almost killed him. He did work with Ben in one episode when both were threatened by a mysterious new villain.
Kevin Levin (Kevin 11)Edit
Kevin is the arch-rival of Ben. They first meet in "Kevin 11" when Ben goes to find videogames after being upset at Max and Gwen. Julie warns Ben that Kevin is a bad influence and Ben ignores what she says. Kevin later on absorbs Ben's Omnitrix and is eventually beaten. He then frames Ben in his next appearance and absorbs the Omnitirx's all 10 aliens and mutates him as all 10 aliens into Kevin Eleven. He then vows revenge on Ben ever since. His last appearance in episode 50 was when he was going to destroy New Orleans unless Ben shows himself. Ben fights him one last time in the Void and eventually beats him, stranding him there for eternity.
Psyphon is an alien with one large horn protruding from his head and has a slight skeletal appearance. He serves as Vilgax's lackey and adviser, helping his master with draining the powers from the defeated heroes and to drain all the powers of the heroes of the 10 worlds he had conquered, including his home world according Dwayne McDuffie. Nothing much is known about him and his personality, but he appears as devoted to Vilgax, and shows sign of arrogance toward Earth people including Ben.
Dr. Aloysius James Animo was once a promising researcher in veterinary science who had a special way with animals. His career was cut short when it was discovered that he was performing twisted genetic experiments on animals. He had hoped that his research would win him the Verties Award, which is an award in veterinary science. Because of the nature of his research, he lost the award to another doctor named Kelly. This drove him insane, and he dropped off the map for five years until he could perfect his research.
Sixsix, named after the caliber of the two pistols that he wields, is a bounty hunter and mercenary from the Sotoragg system. Unlike the villains Ben has faced, he only speaks in his own language, though other aliens can still understand him and vice versa. It is said he has quite a reputation, as he wears a disguise when in Incarcecon as a means to avoid be attacked by those trying to prove their prowess by beating him.
Joey is the leader of a heavily armed female biker gang. In The Alliance, she and her gang try to rob an armored truck; she is thwarted by Ben and two of Vilgax's drones coming after Ben. The remnants of one of Vilgax's defeated drones fuses with Joey as she investigates it, and she becomes Rojo (for Robot-Joey), a powerful cyborg. The upgrade gives her the ability to fly, superhuman strength, metallic claws, and a pair of laser blaster attached to each shoulder. Vilgax is able to communicate with her through the drone parts and force her to track down the Omnitrix for him. Joey is turned back to normal when Upgrade shorts out the spare parts, after which Gwen knocks her unconscious for attempting a sneak attack on Upgrade. Rojo appeared as a member of the Negative 10, a group of ten villains formed by Driscoll to defeat the Tennysons. She had a new suit of armor, presumably supplied by the Forever Knights. Rojo has developed a slight rivalry with Charmcaster about being the "baddest girl" in the group.
Zombozo is a vampire-like clown that feeds on the happiness of others. His uses of deadly weapons are disguised as clown props.
Dressed in appropriate attire, he stages shows to bring people in and then uses a machine he calls the "Psyclown" to drain the happiness and life energy from them, leaving them depleted and sad. In the most extreme cases, it even seems to age people. During all this, his minions strip the town of all its valuables. During one of the Circus Freaks robberies, they ran into Ben as Wildmutt until Zombozo arrived, as Ben was afraid of clowns at the time, he was easily defeated. Following that, Gwen ended up kidnapped and hooked up to the "Psyclown". Zombozo was eventually defeated by Ben as Ghostfreak, who peeled back his skin, causing Zombozo to explode in a burst of confetti in fright of it. For six years, Ben believed Zombozo died of fright and eventually forgot about him.
The Circus FreaksEdit
Acid Breath is one of Zombozo's three minions, and without a higher rank to command them, he acts as the trio's leader (with somewhat inconclusive results). He has the ability to project corrosive acid from his mouth in the form of either a vapor or a liquid; he claims that he learned this trick from his mother. This acid can easily dissolve whatever he wants it to, even metal and stone. Despite the potency of his breath, however, he is one of Ben's least dangerous foes. If his mouth is jammed by an object (such as a baseball) or if something causes him to cough and gag (such as when Gwen blew a fire extinguisher's contents into his mouth), Acid Breath will be briefly unable to use his powers and vulnerable to attack. Frightwig has pale skin, a tight-fitting body suit, and five orange prehensile tentacles for hair. They are also tipped with metal orbs, allowing for greater concussive damage. She's also extremely nimble and skilled in acrobatics. Despite her strength, she is always easily subdued by Ben, normally by being tied up with her own hair. Thumbskull has a head shaped like a thumb. Instead of hair Thumbskull had a horn that was broken previous to his on screen appearance. He also has incredible strength (though inferior to that of Fourarms), but limited intelligence, normally serving as the 'brawn' of the group. He is also easily beaten by Ben, normally even worse than the others.
Hex, also known as Hexlord, is a self-proclaimed "Master Magician" from Legerdomain who desires to rule the world with his unmatched magical mystical powers. He possesses five magical mystic charms called the Charms of Bezel that give him the incredible powers and abilities of levitation, Pyrokinesis, reincarnation, electrokinesis, and luck/probability manipulation, in addition to his own spell-casting abilities. It is unknown how he possesses powers even without the charms, but since it's implied in In Charm's Way that Charmcaster, daughter of his brother Spellbinder, was trained in controlling and manipulating mana, it was probably the same for him. He first fights the Tennysons while he tries to steal the final Charm of Bezel. During the fight with Ben, Grandpa Max, and Gwen, he locked in a stone casket until the police arrived. Later, he was busted out by his niece Charmcaster and attacked Las Vegas for an artifact that can recreate the Charms of Bazel. In Don't Drink the Water, Hex was aging and sought out a man named Hector in order to learn the location of the Fountain of Youth. A younger Ben as Heat Blast managed to evaporate the water towards Hex sending him flying. His baby form (voiced by Tara Strong) was founded by Charmcaster. In Time Heals, Gwen snuck into Hex's mansion to steal a specific spell book in one of her attempts to cure Kevin of his current rock/metal state. Despite the warning of Paradox, Gwen does so but ended up causing a timeline where Hex has taken over the world. Upon evading Charmcaster, Gwen infiltrates Hex's mansion again and runs into Hex who had become aware of the timeline change. While a weakened Ben tries to stop Hex and Charmcaster, Gwen successfully makes off with the spell book and prevents herself from causing this timeline. In the video game "Ben 10: Protector of Earth", Ghostfreak possesses Hex's body, and uses it to fight Ben.
Charmcaster is Hex's teenage niece. Like Hex, she uses magic, but instead of using a staff, she wields a bag from which she can draw all manner of items, such as magical explosives, throwing blades, or even various clay animals to enlarge and animate. Although small, the bag seems to have something of a pocket dimension inside (basically a magic satchel), allowing Charmcaster to store things within it that logically should not fit (at one point, she produces Hex's magic staff, an item that is at least four feet tall). The bag also found its way back to Charmcaster under its own power, as she was able to get it back after it fell in the sea. She is also skilled in various magical spells, although it's clear that because of her inexperience, she isn't as powerful as her uncle. Although she (like many other villains) dislikes Ben, Charmcaster especially despises Gwen on account of their shared natural affinity for magic, similar to Ben and Kevin's rivalry.
The Forever KnightsEdit
The Forever Knights are a secret society/paramilitary first formed during the Middle Ages that is dedicated to collecting alien technology. Any aliens they capture along the way are dissected and studied, and any humans caught with them are immediately deemed worthless and disposed of. Their entire organization dresses as if they were knights or mutants. They use a coat of arms over a pair of crossbones as their symbols. Their leader is called the Forever King, though Alien Force reveal there are several pretending to the throne, causing the organization to be divided in splintered groups. At one point in history they called themselves the CIA and were made of royal bloodlines. Enoch has significant influence in the organization, appearing as their paramilitary leader in their first three appearances. He was eventually revealed to be one of Discroll's lieutenants.
Clancy is a green-skinned man who has the ability to control any type of insect or arachnid. How he gained his powers is unknown, though he hints that he was born with them. The Enhanced Version for "Secret of the Omnitrix" states that this ability is psychic and that he successfully taught it to Dr. Animo in the case of the latter's mutant animals. Clancy always speaks using first-person plural pronouns like "we", as he speaks for all of his insects as well as himself (possibly under adaptation of the principles of communal intelligence common among hive insects).
Vulkanus is a diminutive Detrovite. He wears mechanical armor to compensate for his small size. His armor makes him powerful enough to match Fourarms. In the first series, Vulkanus was a freelance agent who teamed up with the bounty hunter Sixsix to create a weapon able to destroy a solar system. He was defeated by the combined forces of Ben and the Galactic Enforcers.
Ghostfreak was originally one of Ben's aliens whose DNA was taken from Zs'Skayr, the High Ecto-Lord of the Ectonurite home world of Anur Phaetos, who existed in the Omnitrix due to Ectonurites having the ability for their mind to exist in even in the smallest strand of their DNA. Ghostfreak's original appearance was similar to that of a ghost with a black track along his skin but after freeing himself, he tore off the protective second skin to reveal Zs'Skayr's true horrifying form. He has the power to phase through matter and possess humans by going into them and controlling them. He also has telekinesis over beings he possesses and becomes far stronger if he's in complete darkness, which allows him to become even scarier in appearance and fire a powerful energy beam from his chest. However, without the second skin protecting him, sunlight can cause him to combust and die.
Doctor Viktor is a Transylian from Anur Transyl, an alien resembling Frankenstein's monster and able to generate electricity from his very body to use in his attacks. His name is derived from the name of Victor Frankenstein from the Mary Shelley novel. Despite his size, he possesses excellent reflexes, able to quickly spin around and backhand super-speeding XLR8 when the latter attempted a sneak attack on him.
The Mummy, a Thep Khufan from the planet Anur Khufos, was sent by Doctor Viktor to find a dangerous element called Corrodium that crashed on Earth millions of years ago.
Yenaldooshi is a werewolf-like creature named by Navajo Indians under the impression that it was the actual creature of their folklore. In reality, the "Yenaldooshi" is actually a Loboan from Anur Transyl's moon, Luna Lobo, sent by Doctor Viktor to steal communication equipment from the Navajo Indian reservation that Ben, Gwen, and Grandpa Max were visiting.
List of AliensEdit
This is a list of Ben's transformation aliens in this spin-off series.
Heatblast is a Pyronite (pyro meaning fire and "nite" as in ignite) from the star Pyros. Heatblast is Ben's first transformation, accidentally activated in the pilot episode of the original series, "And Then There Were 10" when Ben was trying to remove the Omnitrix immediately after it first attached to him. Heatblast is a magma-based life-form that can control fire at will, either projecting it in a wide range of forms or absorbing it into himself. He can fire streams of flame, create fireballs, manifest tornadoes of flame, utilize those tornadoes to carry himself and others short distances, and radiate heat in all directions for a localized explosion. He can also achieve flight by firing at the ground to propel himself like a rocket. Apart from this, Heatblast is also a highly durable alien, able to endure being thrown through buildings without being slowed. When Ben gets a cold, Heatblast's powers are reversed, giving him cryokinetic (cold and ice) powers instead of the normal pyrokinesis (heat and flame). Heatblast's dependency on heat is also his weakness, as his powers can be negated by sufficient amounts of water or similar fire-extinguishing materials and large amounts of water can extinguish him permanently. He is also unable to lower his own body temperature, which prevents him from touching things without burning them, people included.
Wildmutt is a Vulpimancer from the garbage planet Vulpin (which means fox), a vaguely dog-like alien beast whose physical features are a cross between a lion and a gorilla. Though able to fight with animalistic speed and strength, Wildmutt has no eyes and thus relies on gills on his neck for thermographic echo location, both his senses of sound and smell, his smell is more advanced than humans. However, his only weaknesses are anything that can overwhlem his senses like a loud sound or a horrific smell. According to various profiles on Wildmutt, the porcupine-like quills on his back supplement his radar sight and can also serve as weapons, either protecting Wildmutt while he's rolling, or as projectiles fired off at will. This ability is unique to adult Vulpimancers, and since Ben's version is only ten years old, these quills haven't fully developed.
Diamondhead is a Petrosapien ("Petro-" referring to rocks, "sapien" referring to an intelligent being; Petrosapien would then mean "intelligent rock") from the planet Petropia (a combination of the Greek "Petro-" and "topos", forming a word similar to "rock place"). The planet was destroyed by Vilgax with a help of Tetrax, who unknowingly helped him create the weapon that destroyed his home. This was originally the case, but in Ben 10: Alien Force, at the episode "The Secret of Chromastone", it was revealed that the object used to destroy Petropia was a crystal that must be used by Sugilite (the Crystalsapien whose DNA was used for the sample of Chromastone) to recreate the planet. Petropia was reborn in this episode, and all Petrosapiens now resemble Ben's Diamondhead form (all but Tetrax, as he was off world watching the destruction of his planet from Vilgax's ship, the Chimerean Hammer). Diamondhead's body is composed of an extremely durable organic crystal, making him nearly invulnerable. Diamondhead can control his crystal physiology at will, allowing him to create crude crystal weapons from any part of his body on demand or fire crystal shards from his hands. This same ability also allows him to regenerate to an extent, such as re-growing lost limbs. In addition to growing crystal from himself, Diamondhead can grow crystal over other objects. Lasers and other similar weapons are useless against Diamondhead, as his crystal body acts as a prism, refracting the beams. The one drawback to Diamondhead's crystal form is the crystal itself, which can shatter if exposed to sufficiently strong sonic vibrations. While Petrosapiens can regenerate limbs, there is a limit to how much damage they can recover from. Ben first transforms into Diamondhead in "And Then There Were 10" when he needed to destroy one of Vilgax's giant robot. In the planning stages, Diamondhead was set up to be one of the aliens Ben would have discovered later on, while Cannonbolt would have been one of the original ten.
XLR8 is a Kineceleran (a portmanteau of the words "kinetic" and "accelerate") from the planet Kinet (the first part of kinetic, which is movement energy). XLR8 resembles a slender semi-armored velociraptor, the base creature for the form's design. XLR8 has wheel-shaped feet and wears a helmet with a windshield, which is part of his alien biology, leaving the features of his head unknown. Kinecelerans are said to be incapable of running on slippery surfaces. Furthermore, because of their constant motion, Kinecelerans build up large stores of static electricity, which reacts badly with water. XLR8 has never had either of these problems. XLR8 can manipulate friction to reach speeds of 300 mph in an instant, and the same power allows him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats. He can create tornadoes through centrifugal force, either through running in a small circle or spinning, and can deliver speed-enhanced attacks in rapid succession. Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks with relative ease. His scissor-like claws can also cut through objects. XLR8's weakness is his lack of physical strength, which is about on par with a normal human, although his speed tends to make up for it, magnets and charged pulses are said to be a problem, apparently disorienting Kinecelerans to the point that they cannot balance properly.
Grey Matter is a Galvan (the former a play on actual grey matter and Greys, the latter a play on galvanization) from the planet Galvan Prime, where the Omnitrix was originally built. His size belies his great calculative and technical intellect, and when it comes to intellect, he's second to none. He can create almost anything from spare parts and deduce the function of any device at a glance. Also, Grey Matter's intellect serves as a problem solver and analytical help in difficult situations. Grey Matter's diminutive size allows him to squeeze into small spaces, and he can climb walls thanks to tiny suction cups on his skin. He also has sharp teeth, and his slimy skin makes him difficult to grab. Unfortunately, Grey Matter's size makes him unsuitable for battle, and hence Ben must outsmart his enemies while using the form. Grey Matter has, however, proved very valuable when used, as he is capable of hiding in very tightly compacted areas, and the form's supreme intellect has helped in many situations.
Ben's preferred offensive form is Fourarms, a Tetramand (tetra meaning "four" in Greek, mand being "arms" in Latin) from the desert planet Khoros. Khoros epitomizes a dystopia, resulting in the strength-oriented Tetramands. Fourarms is a 12-foot-tall (3.7 m) four-armed, four-eyed powerhouse with armored skin and extremely dense musculature, making him unmatched in pure physical strength. His strength is such that he can create shockwaves simply by pounding the ground or clapping all four of his hands together, dubbed the "Big Smack", and his leg strength allows him to cross entire city blocks in a single jump. However, all the extra mass of his muscles and heavy skin makes Fourarms relatively slow, and his size likewise makes using things designed for smaller species difficult, especially when enlarging them. When under the effects of an illness, Fourarms's strength and stamina are somewhat lessened and he develops pungent hives in his armpits.
Stinkfly is a Lepidopterran from the swamp planet Lepidopterra (a play on lepidoptera, the scientific name for butterflies and moths). Another of forms more commonly used. Stinkfly is meant to be a combination of various Earth bugs (dragonflies, crickets, and preying mantises specifically). His primary ability is flight facilitated by the four thin wings on his back, which grant Stinkfly high mobility and speed. Stinkfly also possesses disproportionate strength, enough to carry people and objects heavier than himself. Stinkfly's four eye stalks give him a wide range of vision from the sky, including the ability to look directly behind himself. Pollen ducts in his eyes and mouth allow Stinkfly to excrete high-pressure streams of liquids. The type of liquid can range from a flammable toxin to an immobilizing jelly. His razor-sharp tail and pincer-like legs can also be used in melee combat. Stinkfly's primary weakness is water, which can negate his flight if it gets on his wings. In addition, while his body is fairly strong, his wings are not. A more minor inconvenience is Stinkfly's intense body odor (hence the name), which is a result of the oils he secretes to keep his joints moving.
Ripjaws is a Piscciss Volann (from piscēs, the Latin word for fish) of the planet Piscciss, a 98% water-based world with solid matter only at its core, and the gravity is controlled by a gravity instrument, which holds all water and the beings on the planet, but Aggregor takes the instrument and shows that it was a piece of the Map of Infinity, and the anti-gravity projector of Goop now controls the gravity. Ripjaws shares a number of traits of Earth aquatic life-forms-namely alligators, eels, anglerfish, and sharks-combined into a single being. Naturally, his main ability is being able to breathe underwater and withstand a remarkable amount of pressure, his luminescent dangler allows him to see in the darkest of depths (or otherwise dark areas). He can swim at great speeds, and his sharp teeth and claws can pierce through almost anything. His lower jaw can unhinge to allow him to bite much larger objects. Though his tail hides a pair of legs for travel on land, Ripjaws is limited by his need to remain hydrated, dehydrating rapidly if left out of the water for even a few minutes, therefore, he is the one of the aliens less used in the series.
Upgrade is a Galvanic Mechomorph (mecho- meaning machine and -morph meaning shape) of the moon Galvan B, which orbits Galvan Prime. Upgrade is the only alien form in which Ben's voice does not change, aside from the more computerized tone behind it. This makes restraining or harming him difficult, as he can "melt" to avoid either and will quickly regenerate from any damage taken. Upgrade can also merge with other technology, earning his name by upgrading it far beyond its original design as long as he is merged with it. The size of the device is inconsequential. While merged with a device, Upgrade controls it as he would his own body. Even without a machine at hand, Upgrade can reconfigure his form around his eye to fire a plasma beam from it. Upgrade is also capable of forming simple constructs from plasma, such as spikes. Upgrade's weakness is his specialization: being technology-oriented, Upgrade cannot possess biological creatures, and sentient or more powerful robots are harder for him to control, he is also weak against electricity. Upgrade's liquid-metal composition can also work against him, namely where electrical attacks are concerned. Furthermore, any sort of metal corrosive can upset Upgrade's delicate internal workings and wreak havoc on his systems.
Cannonbolt (A play on cannon ball) is an Arburian Pelarota (based on pelota, Spanish for "ball" and rota, a play on "rotation") from the planet Arburia.
The information from the Bandai Alien Collection toy for Cannonbolt refers to his species as a Vulpinic Tortugan (tortuga is Spanish for "turtle") from the planet Vulpin, from which Wildmutt also originates. The Vulpinic Tortugans are Pellorotors that moved to Vulpin, then mutated due to the pollution and developed the ability to breathe fire. The Pellorotor home planet was destroyed by "The Great One" shortly before Ben discovers the form in "The Big Tick".
Cannonbolt is the first new alien to appear on the Omnitrix, and eventually replaces Ghostfreak in the opening theme. Cannonbolt was originally meant to be one of the original ten aliens, but was replaced by Diamondhead in production. Cannonbolt is a hulking, broad-shouldered alien covered in natural armor plating. This armor can resist almost any attack, ranging from acids to lasers to extreme heat. By curling up into a ball, much like an armadillo or pillbug, Cannonbolt can encase himself in his armor, becoming virtually invulnerable. On Cannonbolt's planet curling up into a ball is a defence mechanism. He can then spin himself like a wheel, rolling into enemies at high speeds to attack. The drawback is that Cannonbolt quickly picks up inertia, which can make hitting more maneuverable targets difficult, as he can't slow down quickly. In addition, Cannonbolt's speed and maneuverability is limited outside of his ball form, owing to his bulk and high center of gravity.
Wildvine is a Florauna (a combination of flora and fauna) from the planet Flors Verdance (a combination of flora and verdens, Latin for green). Wildvine is a plant-based alien with five vine-like legs, four-fingered claws, and venus flytrap-shaped flaps covering his head. Wildvine can grow to stretch his limbs great lengths or grow thorns to cause additional damage. He can also merge with other plants, and can burrow underground to conduct surprise attacks or travel quickly. Eight regrowable seeds on his back can be used as various types of explosives, both lethal and non-lethal. When exposed to cold, kept from sunlight, or deprived of a water source, however, Wildvine quickly withers up. Ben has never encountered this problem, likely due to the limited periods in which the form is used on the Omnitrix.
Season 1 (2010)Edit
|EP#||Title||U.S. Airdate||Prod. code|
|1||"And Then There Were 10"||January 7, 2006||101|
|Near Earth, a giant meteor crashes into the ground while Ben, Gwen and Grandpa Max are all camping. Ben then rushes to check it out and finds a watch. He then grabs it and it sticks to his hand. He then tries with the help of Grandpa Max and Gwen to get it off of him. A droid then comes down and causes many trees to fall. Ben then touches the watch and accidentally activates its hidden powers. He then accidentally transforms into Heatblast and names it. He then fights the droid to the campsite where he then powers down and runs from it. Some of the Omnitrix then goes haywire and zaps Grandpa Max.|
|2||"Washington B.C."||January 7, 2006 (2006-01-07)||102|
|During a trip to Washington D.C., Ben confronts Dr. Animo, a disgruntled scientist whose Transmodulator can mutate living animals, and even resurrect dead ones, and eventually learns a lesson about what being a hero really means.|
|3||"The Krakken"||January 14, 2006 (2006-01-14)||103|
|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.|
|4||"Dire Retirement"||January 21, 2006 (2006-01-21)||104|
|Ben and Max drive to a retirement center to visit Ben's Aunt Vera but evil alien shape-shifters, called the Limax, are kidnapping and replacing the elderly residents in order to devour them later.|
|5||"Hunted"||January 28, 2006 (2006-01-28)||105|
|Still in recovery, Vilgax hires three alien bounty hunters to retrieve the Omnitrix: a robotic crustacean named Kraab, an assassin named Sixsix, and a mysterious gunman named Tetrax. The trio encounters Ben playing around with the watch and force him to flee. However, when Ben attempts to fight Tetrax, who had separated from the group, Tetrax 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.|
|6||"Tourist Trap"||February 4, 2006 (2006-02-04)||106|
|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.|
|7||"Kevin 11"||February 11, 2006 (2006-02-11)||107|
|Straying from Max after an argument, Ben meets and befriends a boy named Kevin, who has the power to absorb any form of energy. Their first misadventure forces Ben to reveal what the Omnitrix is capable of. Kevin suggests that they team up. However, Kevin just wants the Omnitrix's power at his disposal; being treated like a monster for his strange powers since birth, Kevin had let hatred build up in his heart and is now out to get back at those who had hurt him. Ben attempts to reason with Kevin but ends up fighting him as Heatblast vs.Fireblast, at which point Kevin escapes and Max finds Ben. Ben finds Kevin terrorizing some bullies with energy stolen from Heatblast and fights him as Fourarms. Ben defeats Kevin (who battled as Sixarms) this time, forcing him to flee. Unknown to Ben, however, Kevin had absorbed energy from the Omnitrix after all.|
|8||"The Alliance"||February 18, 2006 (2006-02-18)||108|
|Fourarms reluctantly fights a female thief named Joey and her gang, but Vilgax sends more attack drones at the same time. While Ben shifts his attention to the drones, Joey attacks Max. Ben destroys the robots and knocks Joey out, leaving them all at the scene in order to get Max to a hospital. While he is away, the drones fuse with Joey, transforming her into a semi-robotic being called Rojo. Vilgax makes telepathic contact with Rojo through the drones and commands her to steal the Omnitrix. At the hospital, Ben realizes that his watch makes him a constant target and puts Gwen and Max in danger by association; worried for their safety, Ben runs away. He later encounters Rojo and fights her as XLR8, which proves futile. With advice from Max via cell phone, Ben defeats Rojo as Upgrade by merging with and shorting out her robotic parts. In the process, Vilgax makes telepathic contact with Upgrade through the drones and threatens him, claiming that he will obtain the Omnitrix some day. Ben returns to Max and Gwen upon the realization that he needs them. Max tells Ben not to worry about what Vilgax said; however, Max expresses a look of anxiousness while Ben is out of sight.|
|9||"Last Laugh"||February 25, 2006 (2006-02-25)||109|
|While visiting a travelling circus, Ben fights an evil clown named Zombozo, who drains the souls of everyone watching through their laughter, all the while inhibited by a 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.|
|10||"Lucky Girl"||March 4, 2006 (2006-03-04)||110|
|Ben defeats a magician named Hex as he attempts to steal a spellbook. During the fight Ben retrieves one of Hex's five magical Charms of Bezel and gives it to Gwen. The charm gives Gwen the power of probability manipulation. Using a Mardi Gras costume, Gwen becomes a new superheroine named "Lucky Girl," and begins stealing the spotlight from Ben while proving she's also got what it takes to be a crime-fighter. Unfortunately, Hex wants his charm back. He takes the spellbook and lures Gwen into a trap. He is able to take back his charm and begins an incantation to suck the entire city of New Orleans into a vortex. Fortunately, Gwen catches him off guard and takes back the Charms of Bezel, smashing them so that they may never be used again for any evil purposes. Fourarms restrains Hex until he is arrested.|
|11||"A Small Problem"||March 11, 2006 (2006-03-11)||111|
|In a fit of stubbornness, the Omnitrix transforms Ben into Grey Matter and leaves him stuck in that form for far longer than normal. During this time, Grey Matter is captured by an alien-obsessed nerd named Howell Wayneright. Grey Matter successfully contacts Gwen and Max for a short period before a secret society of modern knights, known as The Organization, retrieves both Grey Matter and Howell. The two work together to escape and quickly discover a room filled with extraterrestrial technology, with which The Organization could take over the world. Grey Matter sabotages one of the objects to trigger an explosion and take down The Organization's base. Enoch, The Organization's leader, orders his men to find information on Ben,Gwen and Max .|
|12||"Side Effects"||March 18, 2006 (2006-03-18)||112|
|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 effect 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.|
|13||"Secrets"||March 25, 2006 (2006-03-25)||113|
|With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He again contacts Ben in a dream, which Ben tells Max about. Worried, Max plots a course to Mount Rushmore. Ben ignores Max's warnings not to go alien and flies off to stop trouble along the way, only to engage in combat with Vilgax. After a futile struggle, Vilgax captures Ben and brings him aboard his ship. Having retrieved weapons from a secret base in Mount Rushmore, Max and Gwen free Ben from Vilgax's extraction device. Ben and Vilgax fight again, but Ben surrenders when Vilgax holds Max and Gwen hostage. Unknown to either of them, Max had activated a self-destruct command on Vilgax's ship. Ben traps Vilgax and escapes, leaving his opponent in the resulting explosion.|