During a battle with Dr. Animo, the Omnitrix is accidentally set to self-destruct. In order to stop it, Ben, Gwen, and Tetrax travel across space to track down the Omnitrix's creator, Azmuth.

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.

Ben, Grandpa Max, and Gwen come upon a bizarre Christmas theme park run by an evil entity who thinks Grandpa Max is Santa Claus and proceeds to trap him.

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

Grandpa Max takes the kids to Chicago to see one of his favorite band, Shag Carpeting. The kids meet a weather reporter who forecasts the weather with a robot named S.A.M. He uses the robot to create rain, but a giant creature forms! Ben quickly takes care of it. The reporter tries to destroy S.A.M., but he convinces him not to. S.A.M. then goes into the sky and begins to cause chaos. The reporter tries to stop it again, but he is no longer in control. Can Ben destroy the robot and save a city from disaster?

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

Ben must fight Dr. Animo, a crazed scientist who has a DNA-altering device.

At Yellowstone Park, Ben and Gwen inadvertently discover a new form on the Omnitrix: Cannon Bolt, an armadillo-like alien that Ben isn't too fond of. Soon after, a meteor comes crashing down to the park, containing a planet-devouring, tick-like alien. On top of that, three other aliens arrive with it, and worship it as their savior, the "Great One." Powerless to stop the planet-eater with his regular forms, Ben must rely on a new form he knows nothing about.

At a museum, Ben sits and reads a comic, daydreaming about himself as a super hero. As Gwen interrupts him, she is not happy how Ben treats the artwork. His day has been a bore, but when an alien vessel arrives, an alien named Volcanus and the bounty hunter Sixsix come to pursue the Biocenthium alloy to complete a mixture with Element X to create a bomb, strong enough to destroy a whole solar system. Suddenly, Ben meets The Galactic Enforcers, a group of three who serve in protecting the galaxy under the conduct code. Ben is intrigued by their heroic appearance, but are they really something to be looking up to?

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.

During a battle with Dr. Animo, the Omnitrix is accidentally set to self-destruct. In order to stop it, Ben, Gwen, and Tetrax travel across space to track down the Omnitrix's creator, Azmuth.

Ben has his hands full with a giant sea monster and an evil poacher.

Ben must rescue his aunt and grandfather when they are held hostage by shape-shifting aliens.

Our heroes ride a jet belonging to Grandpa Max's old Friend, Donovan Grand Smith, who owns an underwater resort. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Edwin, who didn't seem to be excited about their guests. Later, when Edwin, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threatened to destroy the whole resort. While the kids find a way to cooperate with each other to find the source that lures them in, Donovan himself learns a few lessons in how to bond better with his grandson.

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

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.

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

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?

After being in contact with water from the Fountain of Youth, Grandpa Max and Ben are reverted to being kids again. Now, Gwen is left to take care of them while stopping Hex from finding the fountain's source.

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?

Ben gains another Omnitrix hero to use, which he calls Ditto. Gwen can't stand being around the multiplying Dittos, and they end up giving her headaches. The Dittos, though, prove to be real helpful against Dr. Animo and his multiplying Stinkflies after he extracted some of Ditto's DNA.

Ben, Gwen, and Grandpa Max attend a family wedding. During the ceremony, a strange alien attacks. Will the two ever finish this strange wedding?

Ben battles a sorcerer who possesses a number of charms, and Gwen suddenly becomes a superhero when one of the charms falls into her hands.

After the battle with Vilgax, Grandpa Max retells his story to Ben about his past. He was with an organization that was not known to exist, referred to as "The Plumbers," a group of people who track down extraterrestrial life. Meanwhile, they meet Phil, an old partner of Grandpa Max. But they soon find out that he steals a device, called the Null Void Projector, to selfishly use it to make money by appearing to capture aliens that he alone released himself.

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