When Gwen is abducted, Ben as XLR8 follows her abductor to the future where they discovered that her abductor is the future Gwen and they discover his future version of Ben and Grandpa Max. In the future, Dr. Animo revives Vilgax and plots to open the Null Void chamber. Both Bens must work together to stop them.

Ben, as Wildvine, is fighting against an evil werewolf and is bitten. The Omnitrix times out and Ben turns back to his human form. Then, when the werewolf hits the Omnitrix, it starts to mess up and act weird. After all of this, Ben starts to get a crush on a girl that he meets. But things change, as Ben slowly starts to turn into a werewolf himself.

Vilgax tries to get the Omnitrix for himself while Grandpa Max's strange past becomes known, causing a showdown between Vilgax and the Tennyson family.

Ben's alien heroes are starring in a silly network cartoon called Super Alien Hero Buddy Adventures and his favorite action hero Kangaroo Commando has been pulled off the air by the same network, so Ben tries to get him back on television and get credit for the alien heroes.

In order for Ben and Gwen to learn the value of hard work, Grandpa Max takes them to a farm. Meanwhile, an alien mummy arrives to uncover a rare and dangerous element.

Ben clashes with a female gang member who's become part cyborg.

Ben gets revenge on an amusement-park attendant who said he was too small to go on a ride.

Average kid, ten year old Ben Tennyson, his Grandpa Max and his cousin Gwen's summer of adventure takes an odd turn when Ben discovers a watch like object that has been jettisoned from alien spacecraft high above the Earth.

Ben is pursued by three bounty hunters sent by Vilgax to steal the Omnitrix.

In the middle of nowhere, Ben, as Diamond Head, fights Kevin 11, who is still in his mutated form. As they fight, they are taken to a ship, where a battle between different aliens are held. But when a mechanical droid named Slix decides to create a bond with Ben and Kevin as a team, they immediately turn his idea down. But with no choice, they must find a way out. Will Ben and Kevin learn the importance of teamwork?

A terrorizing nightmare of Ghostfreak is half the trouble for an unnerved Ben, as a tour of an important academy that Gwen wishes to attend is disturbed by the uncanny alien's manifestations and the antics of Acid Breath, Frightwig, and Thumbskull.

Ben meets a mutant who can absorb any form of energy and may be after the Omnitrix.

At a city, Ben, Gwen, and Grandpa Max are waiting outside a video game store to purchase the newly-released Sumo Slammer video game. Gwen and Grandpa Max go the book store, but when they return to check on him, Four Arms comes out of the store by force. They return to the RV, and find that Ben is already there. Gwen yells at Ben for what he's done, but he has no clue of what she's talking about. But as she gives direct evidence that Four Arms was attacking the city, Ben heads out to find the perpetrator, using the identity of his aliens to ruin his current reputation as a hero.

In this "how 'bout?" episode, Gwen gets the Omnitrix and the power that comes with it.

In Texas, a group of men discover a mysterious mask belonging to Ah Puch, the Mayan god of death and destruction. The mask is the key to the ultimate weapon in the world, known as the Sword of Ekchuah. However, when Grandpa Max and his grandkids learn that the mask is discovered, he impatiently sets out to obtain the mask, so that it does not fall in the wrong hands. Unfortunately, they find out that Enoch of The Organization is after it as well. The kids worry of how Grandpa Max has become, but with Enoch in the way, will Grandpa Max find the sword before him?

Hex's niece, Charmcaster, enters the underground prison he's held at to release him out of his cell. With her help, Hex was able to regain most of his powers after being given his magical staff. Meanwhile, Ben, Gwen, and Grandpa Max head to a magic convention held in Las Vegas, and in there, Gwen finds the legendary Keystone of Bazell. With it, she gains the powers of Lucky Girl once again, but will it last after finding out that Hex and his niece are after it?

When Ben is hypnotized, he begins breaking the law while sleepwalking. Once the evil hypnotist called Sublimino discovers the aliens at his disposal, he plots to put hundreds of people under his control forever.

While attending the Little League World Series to see his home team play, Ben discovers that the opponents are actually robots posing as kids. They also have plans to replace the President with one, as well.

While driving on a Florida highway, a bus of escaped felons rams into the RV. Ben transforms into Stinkfly (though not intentionally) and tries to stop them. With a little help from Grandpa's handy driving, and a magic spell from Gwen, the felons are put back in jail. On the news, the Tennyson's hear about purple lightning delaying a space shuttle launch. Remembering the lightning from the encounter with the werewolf and mummy aliens, they head to Cape Canaveral. At the Space Center, Ben comes under attack by the werewolf and mummy aliens, and new Frankenstein alien. However, why is the purple lightning occurring, and what ties does it have to an old "friend"?

Ben accidentally releases creatures made of electric energy and must use his own powers to recapture them.

Ben's summer cold causes strange physical changes in his alien personas.

When Ben and Gwen argue over a birthday party to occur in the next few months, Grandpa Max is distracted by their quarreling and almost hits a young boy camper. To ensure the boy's life, they head to Camp Opinicon, only to find no people around. As they investigate the premises, they find twins, whom were also hiding from something that may have a connection to the lifeless camp. Grandpa Max readies to leave the area with the children, only to find that the RV's engine is clogged with a mysterious fungus. While the kids take in shelter in a nearby cabin, Grandpa Max is captured. Now Ben must come to the rescue to discover a new alien form, as well as a way to destroy the evil alien Myceloid Monsters and their Fungal Master, and learn the benefits of what sharing can do.

The Tennysons arrive at a swamp, where a festivities of Gatorfest start first thing the next day. Gwen finds Ben playing around with the Omnitrix, and she warns him that it may create unusual problems. Without heeding Max and Gwen's warning, he pops the face out, and the Omnitrix acts up. Right away, something was wrong, though it was gone unnoticed, at least, until the next day. Gator-fest was going along well, but the giant frog of Dr. Animo comes in to disrupt it. Dr. Animo has returned, and he wants to take revenge on Ben. But when Ben goes alien, he transforms into a hybrid alien with unbalanced attributes. Will Ben ever learn his lesson in listening for a change?

The Megacruiser flies solo in space, and inside Kevin examines the giant ice block found in space. Inside the mass, held Vilgax, and Kevin underestimated his current situation. He was very much alive and well, and they soon create a partnership after learning that they were both after the same person. On Earth, Ben plays around with the Omnitrix, hoping to find a better way of controlling it. Eventually, he finds the master control of the Omnitrix, giving him the ability to alternate between aliens, as well as prolong his duration with a form. Although his discovery has given him a stronger advantage, will it be enough to stop the danger that lies ahead?

Dressed as Pilgrims, to honor their history, while in the streets of Salem, MA, Ben, Gwen, and Grandpa Max witness an explosion of a nearby building. But when Ben rushes to the rescue, Charmcaster is there waiting with a spell to take over Ben's body and the Omnitrix. Only things go awry and Gwen and Charmcaster switch bodies. Gwen goes to prison and the sorceress is brewing a plan to gain the Omnitrix. Now Gwen must find the way to get out of prison, alert her family against Charmcaster, and get her own body back using every trick up her sleeve... or Charmcaster's.