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13 Episodes 2006 - 2006
Episode 1
Mon, May 29, 200623 mins
Soon after Grandpa Max reveals his past Plumber activities to Ben and Gwen, his old partner Phil turns up. Phil didn't retire at the previous fall of Vilgax as Max did. He's still going about rounding up aliens that occasionally pop up. Upon discovering Ben and the Omnitrix, he sees a renewed partnership with the Tennysons forming. Ben's all for it, but Grandpa Max is leery, and the Omnitrix is back to delivering aliens contrary to what Ben calls up.

Episode 2
Tue, May 30, 200623 mins
In Yellowstone Nation Park, Ben would rather run out for a hamburger than live off the land with Grandpa Max, but in trying to call forth XLR8, he instead gets a new and unwanted alien transformation, a roly poly alien that has trouble simply standing. Just then, a meteor strikes nearby, but it quickly proves to be a giant alien parasite ready to suck dry Earth's vitality. Three aliens follow, all of differing species, to worship this bug as it feeds. Running the gamut of his alien transformations, Ben can't find any who can handle this latest threat, forcing him to return to and figure out what his newest alien transformation can do.

Episode 3
Wed, May 31, 200623 mins
With different aliens rampaging in San Francisco, the Government sends Federal Agents. Grandpa and Gwen, spotting an alien causing havoc, suspect Ben, but Ben's not the culprit. They need to find who is and how Ben's alien heroes are being duplicated.

Episode 4
Sun, Jun 4, 200623 mins
Ben wakes up from a dream, and can't find the Omnitrix. The Tennysons start their summer vacation and go to the campground. While Ben helps Grandpa pitch a tent, Gwen finds the Omnitrix. Ben must get use to his new supporting role and the fact that Gwen's got better control of the watch.

Episode 5
Wed, Jun 7, 200623 mins
Stuck as a genetic alien hodgepodge, Kevin returns to take it out on Ben, but in the heat of battle (with Grandpa Max and Gwen knocked cold on the sidelines), both are beamed away to become part of an alien slave master's televised gladiatorial games. Forced to fight together as teammates, and hampered by inconvenient Omnitrix timeouts, Ben must survive Kevin's virulent rage as well as alien fights forced upon them both as he figures out how to escape before the slave ship hyperdrives to another galaxy.

Episode 6
Tue, Jun 13, 200623 mins
Six Six and his able henchman Vulcanus come to Pittsburgh, Pennsylvania, to gain the other ingredient half of a solar-system-annihilating explosive. Close on their heels are Ultimos, Synaptak and Tini - the Galactic Enforces. Ben is in caped-superhero heaven. Due to his possession of the Omnitrix. he's recognized as their equal and granted full peer privileges, inflating his already over-large sense of entitlement. Gwen and Grandpa Max, however, find themselves treated no better than as cargo - not even sidekick status - for which Ben takes no notice. The Enforcers' main flaw, though, is their adherence of fairness and protocol as dictated by their idealistic and extensive Galactic Code of Conduct, which the supervillains evidently don't share.

Episode 7
Wed, Jun 21, 200623 mins
Though cousins, Ben and Gwen share the same birthday, but not amicably. In the midst of squabbling over it, Grandpa Max almost hits a desperate kid on a mountain roadway. Taking him back to Camp Opinicon, they find his summer camp deserted sans for a pair of young twins named Andy and Mandy. Soon it becomes apparent that life on Earth is in danger of being devoured by a horde of aggressive fungi, and the Omnitrix turns Ben into a twelfth alien.

Episode 8
Thu, Jul 6, 200623 mins
When the Tennysons learn of oil drillers unearthing the Mask of Apuk, key to finding the Sword of Echtua (the Mayan god of war), a change comes over Grandpa Max, and they're off to retrieve it. Enoch and his Forever Knights are on the trail, too, and both parties, guided by the mask, end up at a Mayan temple in Mexico, wrestling for control of it.

Episode 9
Wed, Jul 12, 200623 mins
At a magic convention in Las Vegas, Gwen comes across the Keystone of Bezel, enabling her to, once again, return as Lucky Girl. Hex, newly escaped from prison and accompanied by his niece Charmcaster, is soon on the scene. He demands the Keystone by which he means to incant the return of the five charms Gwen previously destroyed before destroying her.

Episode 10
Tue, Jul 18, 200623 mins
The Tennysons get the VIP treatment when Grandpa Max's millionaire friend, Donovan Grand Smith, invites them to his soon-to-open undersea resort in the Bermuda Triangle. Donovan's warm hospitality is offset by his disdainful grandson, Edwin. Still, the visit has appeal up until a relentless multitude of aggressive undersea aliens responsible for the area's bad reputation attacks.

Episode 11
Tue, Jul 25, 200623 mins
As Gwen applies to the prestigious Bancroft Academy, the Circus Freaks attack it for some quick cash. Ben changes to Ghostfreak to fight them, but when he changes back to Ben he discovers Ghostfreak has escaped the Omnitrix and wants to rule the world. Now, Ben must fight against one of his aliens.

Episode 12
Fri, Aug 25, 200623 mins
While visiting to Florida's Gater-Fest, Ben damages the Omnitrix in trying to figure out if more aliens are inside, resulting in his subsequent alien transformations coming out as fused hybrids with diminished individual powers. Dr. Animo is also on hand, having tracked Ben down a trail of heroic deeds to seek revenge. Discovering the broken piece of the Omnitrix, the doctor realizes its potential and utilizes it to make a mutant ray gun that merges Earth and alien DNA, making Ben's life even more difficult as Earth's evolutionary history braces for a huge leap sideways.

Episode 13
Mon, Oct 9, 200623 mins
Still messing around with the Omnitrix, Ben hits upon the master code that allows him to transform into any of the aliens at will. Heady with delight, Ben transforms into whatever he wants, whenever he wants and for as long as he wants (basically to do anything he wants despite Gwen an Grandpa Max warning him to go easy). Meanwhile, in outer space, Kevin 11 has sought out and awakened Vilgax to form an uneasy alliance under their mutual and consuming hatred of Ben. They easily find Ben through his overuse of the Omnitrix, and a two-on-one battle for the watch begins. Grandpa Max finally sends Kevin and Vilgax to the Null-Void (an alternate dimension where the baddest of the bad are banished), but Ben, always thinking he knows better, jumps forward and gets sucked through the portal with them. With Ben trapped in a hostile environment, Gwen and Max work to free him, but eventually Ben must make a pretty hefty sacrifice.
