An abandoned military base leads to an encounter with a self-proclaimed hero and a mysterious creature that ages people and objects. The team must stop the creature and help the hero who claims they've met before and will meet again. The team learns why the Knights were formed. The hunt for the dragon reveals other surprises. Two Plumber offspring are taking down all aliens. When an alien emperor deems to destroy Earth due to the disappearance of his daughter, Ben must use Alien X to restore order, but not everything goes according to plan.
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The gang helps the prince of the arachna-chimps regain power. Ben cares for a baby monster and helps locate its parents before the DNAliens find it.
Ben, Gwen and Kevin gather their allies to counter the threat of the incoming Highbreed fleet. Azmuth reveals a secret about the Omnitrix. Ben goes to the HighBreeds' world in an attempt to stop their attack on Earth.
Vilgax, after conquering 10 planets, comes to Earth to destroy Ben. Ben, Gwen and Kevin race to collect the Omnitrix's missing forms and make it to the battle with Vilgax on time. Meanwhile, Kevin discovers that his new transformation has some benefits. Ben, Gwen and Kevin discover that Vulkanus is planning to drill the center of the Earth and drop a bomb into the hole.
Destroying the planet. A species of goat-like aliens comes to Earth for a popcorn festival. Ben, Gwen, and Kevin have a big problem when one of the aliens eats meat and turns into a monster.
An alien named Probity seeks help from Ben to stop the on-going war on her home planet. Repo men are hired to return Ship to his parent. A bounty hunter tries to remove the Omnitrix from Ben. He believes the HighBreed have lost the war and activates a fail safe device that is programmed to destroy.
Ben must now work together with Gwen and Kevin not only to save Grandpa Max, but also the world from this "giant" problem. Kevin is beginning to lose all hope that he will someday return to his human self.
He then meets a girl who doesn't seem to mind the form he is in. Kevin finds himself under her spell, quite literally, as Charmcaster has come back to exact revenge on Ben and Gwen.
Kevin, under Charmcaster's spell, has no choice but to obey his master and destroy Ben and Gwen. Vilgax promises Ghostfreak to spring him out of prison as long as he tells him the secrets of the Omnitrix, but when Ghostfreak betrays him and turns his people into his minions, Vilgax comes to Earth and asks for Ben, Gwen and Kevin's help to get rid of Ghostfreak.
Kevin makes a temporary truce with Darkstar to retrieve an artifact that will return them into their former selves. Ben, Kevin and Gwen come across an alien box that can forms into a robotic version of whatever it sees. It power becomes a liability when the Vreedle brothers decide to take the box for themselves.
Zaw-Veenull asks Ben to deliver Prince Tiffin to Jarret in order to keep peace between the two species. Shortly, after their trip in space, the Omnitrix malfunctions and turns Ben into an Appoplexian named Rath who wants to fight anything that breathes.
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