List of Ben 10: Alien Force episodes – Wikipedia

No.
overall No. in
season Title Directed by Written by Original air date Prod.
code 27 1 “Vengeance of Vilgax” Dan Riba Dwayne McDuffie September 11, 2009( ) 689001 Vilgax, an alien warlord and Ben’s arch-nemesis from the original series, arrives on Earth demanding that Ben face him in a Conqueror’s Challenge, in which they will battle one-on-one to determine the fate of the Earth. Vilgax has already conquered ten planets via this method, using a device to absorb the powers of those worlds ’ greatest warriors in the process. Ben, having grown arrogant due to his newfound galactic fame following his defeat of the Highbreed, is unconcerned by Vilgax’s threat, despite Vilgax defeating both Max and the Plumbers ’ Helpers. Kevin decides to hack the Omnitrix in an attempt to activate the Master Control to make Ben powerful enough to defeat Vilgax, but Azmuth contacts them and warns them against it. Despite Azmuth’s warning, Ben reactivates Kevin’s machine, resulting in an explosion which destroys Kevin’s garage .

• This was preceded by the Alien Swarm movie, which takes place a few weeks before this two-part Season 3 premiere

Omnitrix alien debuts = Heatblast

28 2 “Vengeance of Vilgax, Part 2” Butch Lukic Dwayne McDuffie September 11, 2009( ) 689002 In the wake of the explosion, Ben discovers that several of his alien forms have been unleashed from the Omnitrix and are now roaming freely ; additionally, Kevin has been irreversibly mutated into a mineral form. The team attempts to recover Ben’s lost alien forms ( including Chromastone, Spidermonkey, and Goop ), while Gwen and Kevin chastise Ben for his recklessness. The team attempts to track down Way Big, the last missing alien, but Ben runs out of time and is forced to face Vilgax. Vilgax nearly defeats Ben, but Gwen and Kevin arrive with Way Big, whom Ben absorbs back into the Omnitrix. However, Ben accidentally turns into Chromastone instead, and is destroyed by Vilgax. However, the Omnitrix absorbs Chromastone’s shattered pieces back into itself, transforming Ben into Diamondhead. Due to his skill and experience with Diamondhead, Ben easily defeats Vilgax, and he departs the planet in defeat .
Omnitrix alien debuts: Diamondhead 29 3 “Inferno” John Fang Len Uhley September 18, 2009( ) 689003 Ben, Gwen, and Kevin discover that Vulkanus is planning to drill to the Earth’s center. 30 4 “Fool’s Gold” Dan Riba Eugene Son September 25, 2009( ) 689006 An alien asks Ben to help locate his missing best friend. 31 5 “Simple” Butch Lukic Stan Berkowitz October 9, 2009( ) 689005 Ben is contacted by a little alien girl named Probity who asks him to resolve an ongoing war on her home planet. Despite Kevin and Gwen’s reservations, Ben insists they travel to the planet, which they discovered is divided between two warring factions – blue and red – both of which claim that they are merely defending themselves from the other side. Ben eventually learns that the war began over controversy about whether the aliens ’ idol, Zabin, was red or blue. Ben eventually resorts to capturing the leaders of both factions and insisting that they stop their fighting, but they escape and resume the war. Ben finally intervenes as Way Big, announcing his intention to stay on the planet as long as necessary to ensure peace ; however, he accidentally destroys a statue of Zabin, outraging the aliens. The alien factions unite to attack Ben and his team, who flee the planet in shame. Later, Ben receives a message from Probity, who declares that she no longer has a home and now hates Ben .
Omnitrix alien debuts: Lodestar 32 6 “Vreedle Vreedle [b]” John Fang Charlotte Fullerton October 16, 2009( ) 689004 Ben and Kevin try to thwart repo-men sent to return Ship to his maker and appeal to a judge to rescind his ruling. And Ship and Julie Merge into Battle Suit. 33 7 “Singlehanded” Dan Riba Marty Isenberg October 23, 2009( ) 689007 A bounty hunter who’s after the Omnitrix sends Ben to the Null Void, but his left hand remains on Earth. 34 8 “If All Else Fails” Butch Lukic Adam Beechen November 6, 2009( ) 689008 Ben, Gwen, Max and Kevin have to thwart a Highbreed failsafe, which gets accidentally set off. 35 9 “In Charm’s Way” John Fang and Rick Morales Peter David November 13, 2009( ) 689009 Charmcaster returns and gets Kevin to help her to defeat Gwen. 36 10 “Ghost Town” Dan Riba Nicole Dubuc November 20, 2009

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689011 Vilgax attacks a containment facility near a star imprisoning Zs’Skayr ( “ Ghostfreak ” ), demanding that he tell him the secrets of the Omnitrix in exchange for his freedom. Zs’Skayr complies, but betrays Vilgax upon his release, traveling to his homeworld of Vilgaxia and converting the planet’s populace into hive mind Ectonurite minions. Vilgax flees to Earth and begs Ben for help, who reluctantly complies. Vilgax leads the team to his home planet, where they enter Vilgax’s citadel and confront Zs’Skayr. Ben tricks Zs’Skayr into entering his body toàn thân and attempts to control him with the Omnitrix, but Zs’Skayr seizes control instead. Vilgax is able to weaken Zs’Skayr long enough for Ben to regain control and revert to his human form, defeating him and freeing Vilgax’s people. Ben and his team depart from Vilgaxia, while Vilgax looks on, gloating that he now knows the secrets of the Omnitrix .
Omnitrix alien debuts: Ghostfreak 37 11 “Trade Off” Butch Lukic Len Wein December 4, 2009( ) 689010 Kevin teams up with Darkstar to retrieve an artifact that could cure both of them. 38 12 “Busy Box” Rick Morales Jake Black December 11, 2009( ) 689012 Ben, Gwen and Kevin battle an alien’s toy which proves to be very dangerous. 39 13 “Con of Rath” Dan Riba Len Uhley January 8, 2010( ) 689013 Ben and the team are contacted by representatives of the planet Lewoda, who ask Ben to partake in a peace mission to deliver a baby Lewodan, the Tiffin, to their enemies, the Pantophage. While Gwen and Kevin are skeptical of the mission, the Lewodan ambassador, Zaw-Veenul, insists that it is merely a show of trust between the two species. The team travels into space using a ship provided by the Lewodans. During the trip, the Tiffin causes the Omnitrix to transform Ben into Rath, an aggressive and short-tempered alien of the Appoplexian species. With Ben unable to revert to his human form, Rath causes trouble throughout the journey to the Pantophage planet, including encounters with the Vreedle Brothers, the Incurseans, and Vulkanus. Eventually, the team reaches the Pantophage homeworld, and present the Tiffin to the Pantophage leader, Jarett. To their horror, Jarett unceremoniously eats the Tiffin, claiming that it is a rare delicacy. Rath, outraged, forces his way down Jarett’s throat to rescue the Tiffin, and threatens to do so again if Jarett starts a war with the Lewodans. Leaving the planet, the team encounters Zaw-Veenul again, and after he admits that he knew Jarett’s intention, Rath tells him to never speak to him again. The Lewodans depart with the Tiffin, and Ben reverts to his human form .
Omnitrix alien debuts: Rath 40 14 “Primus” Butch Lukic Charlotte Fullerton January 15, 2010( ) 689014 Ben, Gwen and Kevin get transported by the Omnitrix to a strange new planet where they encounter Vilgax. 41 15 “Time Heals” Rick Morales Len Uhley January 22, 2010( ) 689018 Gwen attempts to use a spell to travel back in time to prevent the accident in “Vengeance of Vilgax,” thus preventing Kevin’s permanent mutation. Before she departs, she is warned by Paradox of the consequences of altering history, but ignores him. Gwen is able to convince her past self to prevent Kevin from hacking the Omnitrix, but upon returning to the present, she discovers that Bellwood has been taken over by Hex and Charmcaster. Gwen encounters Paradox, who explains that by removing Kevin’s mutation and thus his new abilities, she prevented him from being able to defeat Hex. Consequently, Charmcaster killed Gwen, captured Ben, and enslaved Kevin, and Hex took over the city. Gwen reaches Hex’s citadel and frees Ben, who buys her enough time to cast a spell to return to the past, where she prevents herself from stopping the experiment. She returns to a repaired present and greets Ben and Kevin; they encounter Paradox again, who tells them that “Everything is fine.” 42 16 “The Secret of Chromastone” Dan Riba Rich Fogel January 29, 2010( ) 689016 A sick Ben is happy to see an old friend Tetrax but finds out he has plans of his own. 43 17 “Above and Beyond” Butch Lukic Eugene Son March 12, 2010( ) 689015 The Plumbers’ Helpers see a video of Ben threatening to kill Max. Manny, Helen, Pierce and Alan go to the Plumber Station to found out what’s happening. When they got there they see a video of Max saying to work as a team, Helen wanders off to look for Max, but gets defeated by Ben. Ben also defeats Manny and Pierce, while in the battle with Alan, the other Plumbers Helpers joins the fight to defeat Ben, but he escapes. The Plumbers agrees to work as a team, by doing so the defeat Ben and eject him into space as Humongusaur. Max and Ben appears to the ship and tells the Plumbers that it was a test to see their teamwork skills and tells them that they will be going to Plumbers Academy. 44 18 “Vendetta” Rick Morales Len Wein March 19, 2010( ) 689017 Kevin decides to settle old scores with an escaped con. 45 19 “The Final Battle, Part 1” Dan Riba Dwayne McDuffie March 26, 2010

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689019 On Galvan Prime, Azmuth is told that his greatest invention, a Omnitrix-like device called the Ultimatrix, has been stolen. Investigating security footage, Azmuth learns that the thief is Albedo, who has entered an allegiance with Vilgax with the intention of defeating Ben and taking the Omnitrix. Albedo uses the Ultimatrix to attack and kidnap Gwen and Kevin, and sends a message to Ben demanding that he face him if he wants to see them alive again. In a confrontation, Albedo reveals that he has modified the Ultimatrix to artificially evolve his transformations into their “ ultimate forms, ” enormously enhancing their abilities. Albedo transforms into Ultimate Humungousaur and easily defeats Ben, and Vilgax appears with an army of robotic bioids. Vilgax demands that Ben give him the Omnitrix in exchange for his friends ’ lives, and Ben reluctantly does so, to Vilgax’s delight .
Ultimatrix alien debuts: Ultimate Humungousaur (By Albedo) 46 20 “The Final Battle, Part 2” Butch Lukic Dwayne McDuffie March 26, 2010( ) 689020 Max rescues Ben, Gwen, and Kevin from Vilgax and Albedo, and the trio flee the scene. Vilgax betrays Albedo and keeps the Omnitrix for himself, revealing that his bioid army is synchronized to the Omnitrix and can transform into aliens on demand. To demonstrate, Vilgax transforms his army into a swarm of Humungousaurs, who attack and subdue Albedo. Ben, watching this unfold from Max’s cameras, is ashamed of himself for giving Vilgax the Omnitrix, and rushes off into the woods. Azmuth appears before Ben, initially chastising him for his foolish decisions, but then hinting at a means of defeating Vilgax. Ben and the team teleport to Vilgax’s ship, where Ben instructs the Omnitrix to self-destruct, crippling Vilgax’s bioid army and reverting Kevin to normal, but destroying the Omnitrix in the process. As the team confronts Vilgax, Ben turns on the Ultimatrix’s self-destruct, forcing Albedo to give him the Ultimatrix to turn it off. Ben, now armed with the Ultimatrix, battles Vilgax. Vilgax destroys his ship’s console, setting it on a collision course with Bellwood, but Gwen and Max are able to steer the ship into the ocean. Vilgax transforms into a monstrous, giant squid-like form and drags Ben underwater with him as the others escape, but Ben emerges at the last minute before the ship explodes. Ben declares that if Vilgax ever returns, they will defeat him together .
Ultimatrix alien debuts: Ultimate Swampfire (By Ben)