Join or Sign In
Sign in to customize your TV listings
By joining TV Guide, you agree to our Terms of Use and acknowledge the data practices in our Privacy Policy.
Ben 10: Alien Force Season 3 Episodes
Season 3 Episode Guide
20 Episodes 2009 - 2010
Episode 1
Vengeance of Vilgax: Pt. 1
Fri, Sep 11, 200923 mins
Having vanquished and absorbed the powers of the ten best warriors of ten alien worlds, Vilgax feels primed to win a final encounter with Ben Tennyson and issues the Conqueror's Challenge, whereby Earth must offer up its best warrior against him. Ben (much to Gwen and Kevin's annoyance) has been quite full of himself ever since defeating the DNAliens. Hearing of the challenge, Ben's set to jump in blindly, but Kevin knows he's not ready and tries to hack the Omnitrix to enable its full power.
Episode 2
Vengeance of Vilgax: Pt.2
Fri, Sep 11, 200921 mins
Tampering with the Omnitrix leads to an explosion, allowing four of Ben's transformation aliens to escape. As time runs down before he must face Vilgax in a one-on-one fight for Earth, Ben must reabsorb the loosed aliens before they perish and become permanently lost from the Omnitrix. Kevin, caught in the same explosion, gets knocked into a multi-metallic form from which he can not escape.
Episode 3
Inferno
Thu, Sep 17, 200923 mins
The earth swallows up an oil rig with a bang, and the sudden appearance of unfamiliar animals follows. Max sends the team to investigate, who finds a herd of pyroxovores (rock-eating gophers roughly the size, pattern and temperament of Holstein cows) owed by a weird hermit named Mouldywarp. Their subterranean lives have recently been troubled by an interloper in the area literally heating things up. Vulkanus, bearing a permit giving him legal permission, labors to turn Earth into a lava-filled landscape to match his home planet. With a bomb set to crack the Earth's core, the Omnitrix on the fritz, and a countdown running, Ben and friends scramble to stop him.
Episode 4
Fool's Gold
Fri, Sep 25, 200923 mins
Every seventeen years, the Midwest farm town of Walton hosts a mutually beneficial popcorn festival for extra-terrestrial college students on their equivalent "spring break." This year, one student goes missing and Max sends Ben's team to learn why. The town, in return for providing all the popcorn the aliens can eat while allowing them leeway for their ruckus, sometimes destructive antics, gets to keep all their poo (which is entirely twenty-four caret in nature). One townsman, going through hard times, opts to keep a student and all his droppings for himself, unaware of the dangers in feeding it things other than popcorn.
Episode 5
Simple
Fri, Oct 9, 200924 mins
Ben responds to an alien girl's plea to end the war dividing her planet, so Ben, taking Gwen and Kevin aboard Ship, heads out to accomplish it. As a first-time negotiator, Ben expects to apply simple solutions to matters that seem all too simple. Meanwhile, Kevin discovers and teams up with Argit, who's making a killing on the planet as an arms dealer to both red and blue armies.
Episode 6
Vreedle, Vreedle
Fri, Oct 16, 200921 mins
Hearing of Ship's prominent role in the fight against the HighBreeds, Baz-El decides to have him back and hires the violence-prone Vreedle brothers to handle it. Following an initial skirmish against these gun-toting repo men, Kevin takes Ben before an intergalactic judge to weigh the matter legally (where Ben, against Kevin's advice, decides to see how far his personal fame can tip matters in their favor). With Gwen, Julie and Ship on their own, the Vreedles make a second bid at capturing Ship.
Episode 7
Singlehanded
Fri, Oct 23, 200923 mins
Sunder, a retriever of rare objects, comes to collect the Omnitrix but winds up sending Ben to the Null Void dimension without the Omnitrix or his left hand. As the separated hand fights to avoid Sunder's capture while seeking Julie, Gwen and Kevin for help, Ben fights for his life against ravenous monsters, "single-handedly."
Episode 8
If All Else Fails
Fri, Nov 6, 200924 mins
A sleeper Highbreed awakens, unaware of the war's resolution, he begins his failsafe mission to destroy the Earth.
Episode 9
In Charm's Way
Fri, Nov 13, 200923 mins
An attack from rock monsters puzzles Gwen as her charms completely fail against them. That's because they're magical creations of Charmcaster, who's returned to take revenge on Gwen. Noting Kevin's sour disposition at being stuck in his monstrous-looking multi-material form, Charmcaster seduces and bewitches him into leading Gwen into a power-zapping trap. As Kevin (with bewitchment broken) fights off her rock monsters, and Ben as Upchuck battles a giant Mr. Smoothy foe, Gwen (drained of magical power) must confront and defeat Charmcaster with only her whiles and karate skills.
Episode 10
Ghost Town
Fri, Nov 20, 200923 mins
Vilgax makes a critical error. Freeing Ghostfreak from prison to help him devise a new plan against Ben Tennyson, Ghostfreak takes over Vilgax's home planet as a prelude to infesting the galaxy with his kind. Consequently, Vilgax turns to Ben himself for aid in ridding his planet of Ghostfreak. As many innocent aliens will otherwise suffer, Ben and team agree to help, but how far can the villainous Vilgax be trusted?
Episode 11
Trade Off
Fri, Dec 4, 200923 mins
Darkstar enables Kevin to find him in order to strike a mutually beneficial deal in laying hands to a powerful artifact of alien origin known as the Dominus Librium. Its acquisition promises to restore both of them to human form - which it does - but the deal leaves Kevin without special powers and Mike Morningstar with the capacity to be a worse threat than he was before.
Episode 12
Busy Box
Fri, Dec 11, 200923 mins
Detecting the presence of superior technology equal to or above that of the Omnitrix, Ben, Gwen and Kevin come upon an enigmatic green box that can imitate their appearance, voice and actions almost perfectly. Just as they figure out not to behave aggressively around it, the Vreedle brother come by to take it. In their care, the thing (which the Vreedles call a Naljian Destructor) decides it likes blasting things, giving Ben's team quite a time to bring it under control.
Episode 13
Con of Rath
Fri, Jan 8, 201024 mins
Ambassador Zaw-Veenull from the planet Lewoda asks Ben for the enormous favor of delivering his peace offering safely to the king of their foes, Jarrett of Pantophage. Though supplied with a top-of-the-line spaceship and a universal gold credit cube for expenses, complications arise for the team when the peace offering itself turns out to be Tiffin, the crowned toddler prince of Lewoda, whose presence causes the Omnitrix to transform Ben into a fight-prone Apoplexian named Rath. Word of the Tennyson team carrying a "treasure" aboard their ship soon leeks, making the mission much more perilous than expected.
Episode 14
Primus
Fri, Jan 15, 201024 mins
Thanks to independent action from the Omnnitrix, Ben, Gwen and Kevin find themselves teleported to an unknown planet. Upon arrival, the Omnitrix leaves Ben's wrist, stripping him of superhero status. Now just an average guy, he, Gwen and Kevin head up a mud volcano, seeking meaning behind this, only to find Azmuth losing a fight against Vilgax. Despite combined efforts, Vilgax succeeds in seizing the Omnitrix. To save the lives of the others, Ben agrees to teach him how to use it.
Episode 15
Time Heals
Fri, Jan 22, 201023 mins
For Kevin's sake, Gwen breaks into Hex's library for a spellbook whereby she can alter time. Despite a stern warning from the suddenly-appearing Professor Paradox, she casts the spell and alters a past event. Satisfied, she returns to the present to find the city under the total subjugation of Hex and Charmcaster, with Kevin enslaved, Ben imprisoned and herself dead. Knowing she must undo her deed, she finds Hex fully aware of her hand in this refashioned reality - one that he unquestionably does not want corrected.
Episode 16
The Secret of Chromastone
Fri, Jan 29, 201023 mins
Ben, suffering a head cold, tries out Kevin's home remedy when Tetrax arrives and, without much a ado, shakes ChromaStone right out of him. ChromaStone subsequently flies off with a power shard from Tetrax, leaving Tetrax to explain ChromaStone's vital and time-sensitive role in restoring a shattered world and its destroyed people. Vilgax (dubious owner of the power shard) arrives ere long, seeking its return. Ben's team joins Tetrax in trying to distract Vilgax long enough for ChromaStone to fulfill his destiny.
Episode 17
Above and Beyond
Fri, Mar 12, 201023 mins
The Plumbers' Helpers receive two calls from Plumber Research Satellite Delta orbiting Earth. The first, a distress call from Max; the second, a warning from Ben/Humungousaur to stay clear. Clearly something's amiss, and the Helpers fly up to the satellite to check it out. Max leaves a recorded warning for them to stay together as they try to rendezvous, but Ben - malicious, evil, and very possibly possessed - prowls the satellite, systematically dividing and conquering the Helpers one by one, keeping them from Max. In the struggle to bring their hero Ben down, they knock the satellite from its orbit, and a hard choice must be made.
Episode 18
Vendetta
Fri, Mar 19, 201023 mins
The villainous Ragnarok (the alien who killed Kevin's Plumber father) escapes galactic prison and seeks the hidden key to unlocking his ship from hyperspace. Kevin, finding his mother's house ransacked, learns of his connection to Ragnarok and thereby seeks a vendetta for his late father. Ben and Gwen accompany him to recapture Ragnarok and to keep Kevin from harm and on the straight and narrow, but Kevin, for whom this is personal, would prefer to handle Ragnarok alone.
Episode 19
The Final Battle: Part 1
Fri, Mar 26, 201023 mins
Ben's cocksure belief in being able to handle superhero duties alone may soon be put to the test. Albedo (having recently acquired Azmuth's latest invention - the Ultimatrix) has teamed up with Vilgax to put an end to Ben Tennyson by planning to strip him of his supportive friends before engaging him in battle.
Episode 20
The Final Battle: Part 2
Fri, Mar 26, 201024 mins
Ben and friends barely escape from Vilgax and his invincible bioid army, but without the Omnitrix, and with assistant help far off, Ben can't see how they can possibly fight back, let alone defeat them. There's only one clear course - destroy the Omnitrix so Vilgax can't use it to turn his army in to an unstoppable galactic threat.
