List of Ben 10: Alien Force Episodes - Episode List - Season 3 (2009-2010)

Season 3 (2009-2010)

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Title Directed by Written by Original airdate Production code
27–28 1–2 "Vengeance of Vilgax" Dan Riba and Butch Lukic Dwayne McDuffie September 11, 2009 (2009-09-11) 301–302
Vilgax resurfaces with a new army and new and stronger powers. Under the Galactic Code of Conduct, he challenges the greatest champion of each world he visits to single combat, the prize being that champion's planet. Each time he defeats a champion, he absorbs their powers. With the strength of ten heroes at his disposal (including Ultimo's), Vilgax heads to Earth and challenges Ben, giving him 24 hours to prepare. In order to gain a sporting chance, Ben attempts to unlock the Omnitrix's Master Control, despite Azmuth's warnings. Ben's attempts to unlock the Omnitrix cause an overload, releasing the base forms for Chromastone, Spidermonkey, Goop, and Way Big. Kevin is also trapped in a mutated metal/rock/wood/crystal form by the energy release. Ben, Gwen and Kevin set out to recapture the four released forms under the orders of Azmuth who tells Ben he won't help him again. They are able to capture three of the four, but Way Big is too far away to reach in time. Ben leaves to fight Vilgax while Gwen and Kevin retrieve Way Big. The battle goes badly for Ben at first, as Vilgax's powers and wide array of weapons are able to overcome his alien forms. When Gwen and Kevin return with Way Big, Ben attempts to use the form, only to end up as Chromastone instead. Vilgax destroys Chromastone, but Ben regenerates from the remains into Diamondhead. Using Diamondhead, Ben easily defeats Vilgax. Vilgax is banished from Earth and never allowed to return, but promises to get his revenge somehow.
29 3 "Inferno" John Fang Len Uhley September 18, 2009 (2009-09-18) 303
Ben, Gwen, and Kevin are sent to investigate an attack by Pyroxivors (a race of subterranean alien cattle) on an oil drilling operation. Deep underground, they discover the humanoid mole-like alien named Moldywarp, their owner. He explains that the creatures were driven above ground by Vulkanus, who has been secretly drilling into the Earth's depths. He plans to drop a bomb into the earth's core, thereby raising the temperature of Earth to match that of his home planet. Ben manages to stop the bomb before it can reach the core, and Moldywarp uses his cache of explosives to seal the cavern permanently.
30 4 "Fool's Gold" Dan Riba Eugene Son September 25, 2009 (2009-09-25) 304
A species of humanoid Pygmy goat-like aliens come to Earth for a Popcorn Festival in Walton. These aliens feed on popcorn and produce solid gold poop, which keeps the town running. Ben, Gwen, and Kevin are called in by one of the aliens named Orb, who has lost track of his friend, Decka. Mayor Coleman has kidnapped Decka in hopes of having a constant supply of gold, but when he feeds the alien meat, he morphs into his primal form that will multiply uncontrollably if it absorbs enough energy. After being told that the species cannot digest silicon, Ben sacrifices himself by feeding Decka an army of Echo Echos, causing him to vomit up everything he ate, including Ben, and return to normal. He and Orb then leave in their ships, with an angry Decka stating that he will tell everyone what Mayor Coleman did to them and they will never come back. Kevin gives Gwen a locket to remember his human form by before the accident. Though Gwen assures him that she does not care what he looks like, Kevin is adamant in his self-loathing.
31 5 "Simple" Butch Lukic Stan Berkowitz October 9, 2009 (2009-10-09) 305
After receiving a message from a five-year-old alien named Probity, Ben convinces Kevin and Gwen to help end a war on the child's home planet. The two sides are bent on war, however; even kidnapping and threatening the respective generals fails. Ben transforms into Way Big so he may speak to the entire planet at once, but inadvertently worsens the situation when he accidentally destroys the planet's hero's statue. This ironically unites the entire planet in its hate for Ben. Meanwhile, Kevin who has been selling weapons to either side, along with Argit, decides to run with the profits he has made but is instead forced to leave the money behind. The money is discovered by Probity (who was dissatisfied with Ben's attempts to stop the war).
32 6 "Vreedle, Vreedle" John Fang Charlotte Fullerton October 16, 2009 (2009-10-16) 306

Rhomboid and Octagon Vreedle are hired to return Ship to his "parent" Baz-L. Ben and Kevin travel to Coda to dispute Baz-L's claim to Ship while Gwen and Julie, with Ship as a Galvanic Mechomorph suit for her, stay behind to hold off the Vreedle Brothers. Ben convinces Judge Domstol to rule in his favor and they arrive on Earth in time to save Ship and defeat the Vreedle Brothers. Despite his reluctance, Baz-L accepts that Ship belongs to Julie now.

Note: This was originally called "Don't Fear the Repo", but it was later changed to "Vreedle, Vreedle".
33 7 "Singlehanded" Dan Riba Marty Isenberg October 23, 2009 (2009-10-23) 307
A alien bounty hunter named Sunder attempts to remove the Omnitrix from Ben. His energy axe reacts with the Omnitrix, sending Ben into the Null Void but with his left hand still on Earth, connected by a dimensional rift. Ben's hand, acting of its own accord, locates Julie, who takes it to Gwen and Kevin. While Kevin works to reunite Ben with his hand, Julie and Gwen hold off Sunder. They use the hand to fight off Sunder while Kevin builds a device to return Ben to Earth. In a twist of irony, Ben is brought back on Earth while his hand is sent to the Null Void. Using Sunder's axe in combination with his own device, Kevin restores Ben and Sunder is sent to the Null Void.
34 8 "If All Else Fails" Butch Lukic Adam Beecham November 6, 2009 (2009-11-06) 308
An earthquake wakes a Highbreed officer, who was put into stasis and only to be awakened if the Highbreed lost the war. Under his orders, he triggers a weapon of last resort meant to destroy Earth. Mind-controlling seeds take over Grandpa Max and four others, using Max as the brain for a living bomb that will end all life on the planet. The Highbreed officer refuses to believe Ben's claims of peace, and won't divulge how to stop the creature. While Gwen and Kevin try to slow it down, Ben enlists the aid of Reinrassic III to get the Highbreed officer to cooperate. Unable to stop the monster from the outside, Ben, Gwen, and Kevin sneak inside the monster to destroy it within. They manage to save the humans being used as its brain and the Highbreed officer sacrifices himself to dispose of the creature safely.
35 9 "In Charm's Way" John Fang and Rick Morales Peter David November 13, 2009 (2009-11-13) 309
Kevin is upset by his inability to change back to human form and he vents his frustration by blaming Gwen for her inability to help. Charmcaster, seeking to steal Gwen's powers, charms Kevin to trick her into walking into a trap. Despite discovering the ruse and coming prepared, Gwen is still drained of her power. Kevin tricks Charmcaster into returning to Ben and Gwen, allowing Gwen to reverse the spell and regain her powers. Gwen then sucks Charmcaster into a magical vortex. After being drenched with a smoothie, Kevin cleans off in a lake, once again blaming Gwen for his inability. Angry with Kevin, Ben informs him that Gwen has been devoting all of her spare time to try and find a cure for his condition, leaving Kevin shocked and ashamed.
36 10 "Ghost Town" Dan Riba Nicole Dubuc November 20, 2009 (2009-11-20) 310
Vilgax springs Ghostfreak from his prison for the secrets of the Omnitrix, but Ghostfreak betrays him and starts to possess the people of Vilgaxia, Vilgax's home planet. After his battle with Ghostfreak, Vilgax returns to Earth to seek Ben's help. Ben, Gwen, Kevin, and Vilgax travel to Vilgaxia to stop him. Ben comes up with a plan for Ghostfreak to possess his body so his DNA will return to the Omnitrix, but Ghostfreak takes over Ben. Just when Ghostfreak is about to take over Vilgax's body as well, he hits Ghostfreak with an explosion of light, weakening Ghostfreak to the point where Ben could control him again.
37 11 "Trade-Off" Dan Riba Len Wein December 4, 2009 (2009-12-04) 311
Kevin and Darkstar (Michael Morningstar) set aside their differences to find an alien artifact called the Dominus Librium which can cure their respective conditions. It works, making them both powerless humans. Michael keeps the artifact. Gwen finds out about Kevin's alliance with Michael and confronts Michael about it, only to discover that he planned for her to do so. Using the Dominus Librium, he steals her powers, then Ben's when he and Kevin come looking for her. Kevin, despite being powerless, manages to grab the Dominus Librium, shattering it and returning both himself and Darkstar to their previous forms. Darkstar escapes, promising revenge.
38 12 "Busy Box" Rick Morales Jake Black December 11, 2009 (2009-12-11) 312
Ben, Gwen, and Kevin find a curious alien box called the Naljian Destructor, which can robotically duplicate anything and anyone it sees. It quickly copies the powers of Ben, Gwen, and Kevin as they attempt to destroy it. The Vreedle Brothers then show up to take the Destructor for themselves. As it has already learned to copy the trio's powers and sees them as enemies, they escape easily. However, the Vreedle Brothers return in short order as the Destructor has become uncontrollable and much more destructive. They try to leave it on Earth, but it blows up their ship when they try to retreat. After a long battle, the trio manages to remove its power source. As soon as it's neutralized, an alien arrives to reclaim it, explaining that it is merely an extra-dimensional children's toy.
39 13 "Con of Rath" Dan Riba Len Uhley January 8, 2010 (2010-01-08) 313
Zaw-Veenull, a Luoadan Ambassador asks Ben to deliver their Crown Prince Tiffin to Jarret in order to keep peace between the two species. Shortly after their trek begins in space, the Omnitrix malfunctions and turns Ben into an Appoplexian named Rath who wants to fight anything that breathes. The worst part is that Rath can't change back into Ben. Rath keeps picking a fight across the galaxy with anyone who crosses their paths and things don't look good as they approach the Pantaphage homeworld on a mission of peace. During their trek the team encounter's various villains they've faced in the past . When they finally reach Pantaphage, they discover that Tiffin is a meal for Jarret after which Rath jumps down his throat, rescues the Tiffin and threatens Jarret to never attack the Luoadans. After returning the Tiffin, Kevin revealed that the Tiffin was the one who was causing the malfunction, which has Ben about to beat up Kevin as Rath.
40 14 "Primus" Butch Lukic Charlotte Fullerton January 15, 2010 (2010-01-15) 314
In the middle of a fight with another Techadon Robot, Ben, Gwen, and Kevin are unexpectedly transported by the Omnitrix to an alien planet called Primus. They soon discover that the planet is actually created by Azmuth, for it contains all the DNA samples from every life form in the galaxy. They soon learn that Vilgax is there to stop the Omnitrix at its source and that the Omnitrix's fail-safe program brought them there to defend the planet. Azmuth attempts to stop Vilgax, but loses and Ben is captured along with Kevin and Gwen. Ben offers to teach Vilgax about the Omnitrix if he lets Gwen and Kevin go. He turns Vilgax into Goop, shuts off Goop's artificial gravity projector and removes the Omnitrix from his immobile body. Ben then uses Way Big to throw a giant Vilgax (caused by immersion in the Codon stream) off the planet and, though it doesn't make up for damaging the Omnitrix, Azmuth thanking Ben by letting him keep it.
41 15 "Time Heals" Rick Morales Len Ulhey January 22, 2010 (2010-01-22) 315
Gwen, as Lucky Girl, steals the Archamada Book of Magic from Hex's mansion that allows her to travel back in time so she can stop the Omnitrix from overloading back in Vengeance of Vilgax. Paradox intervenes just before she casts the spell, trying to convince her that time traveling has consequences. Despite Paradox's warning, Gwen went back in time. When she returns to the present, she learns from Paradox that she was killed by Charmcaster, Ben was defeated by Hex, and Kevin's been made into a rock-skinned slave of Charmcaster. Paradox stated that Gwen interfering in the past kept them from being strong enough to stop Hex. She then breaks into Hex's mansion and finds an injured Ben. Ben buys Gwen time and Gwen activates the time spell again. This time she convinces both her past selves not to interfere and wipes the memory of the Gwen that belongs in that time period. The two time traveler Gwens go home and the present Gwen takes the present Ben and present, monstrous Kevin to Mr. Smoothie's. On the way, the gang run into Paradox again who says, "Everything is fine."
42 16 "The Secret of Chromastone" Dan Riba Rick Fogel January 29, 2010 (2010-01-29) 316
When Ben gets sick, he's pleased to see an old friend, Tetrax, but is caught off guard when Tetrax demands Ben give him Chromastone. Tetrax tries to changes Ben into Chromastone, but instead changes into Diamondhead. Ben doesn't even have a chance to explain what happened to Chromastone when Tetrax attacks him demanding that he be handed over. Tetrax shatters Diamondhead and reveals Sugilite(Petropia's Guardian and Chromastone's genetical donor) inside. Sugilite soon flies to Petropia, Tetrax's homeworld. Tetrax soon explains about why he needs Chromastone. He tells Ben, Gwen, and Kevin about Chromastone being the only one to save Petropia with a crystal. Ben's situation gets worse when Vilgax shows up and it is learned he is after the crystal. Ben, Gwen, Kevin, and Tetrax fight Vilgax until Kevin accidentally tells Vilgax what's going on. Vilgax flies to Petropia, while Ben, Gwen, Kevin and Tetrax go pursue him aboard Tetrax's ship. Vilgax soon arrives to Petropia and fights Sugilite, grabs the crystal off of him and flies back to Vilgaxia. Sugilite grows another crystal which Ben (as Diamondhead) uses to finish the procedure of saving Petropia.
43 17 "Above and Beyond" Butch Lukic Eugene Son March 12, 2010 (2010-03-12) 317

Max sends a message to the Plumbers' Helpers when Ben is attacking Max at a space station. Alan, Helen, Manny, and Pierce arrive to the space station and plan to stop Ben. Pierce suggests they work and stay together, but no one listens. Helen, the first to leave the group, finds Ben, but is defeated by Echo Echo. Later the team splits into two. Alan and Pierce get separated and Pierce ends up getting attacked and beaten by Goop. Later, Manny and Helen get separated and get attacked and beaten by Rath. Helen, Manny, and Pierce regroup and try to find Alan. Alan soon finds Ben where he is attacked by Big Chill. Pierce, Manny, and Helen rescue Alan and try to beat Ben, but he manages to escape. Pierce suggests they work together and attack as a team. Soon they find Ben, who goes Humongousaur at full size and fights the Plumbers' Helpers. They soon suggest to attack Ben at once and throw Humongousaur into space. Because Humongosaur's weight threw off the balance of the ship's gravity control backup systems, they realize the ship is falling out of orbit, about to crash into London, so they sacrifice themselves for Earth by self-destructing the ship, but it doesn't explode. Max and Ben reveal that it was all a test, except the part with the space station crashing into London, and that they're soon heading to the Plumbers' Academy.

Note: Gwen and Kevin are mentioned in this episode but don't appear for the first time.
44 18 "Vendetta" Rick Morales Len Wein March 19, 2010 (2010-03-19) 318
A deadly criminal known as "Ragnarok" breaks out of the Null Void, and begins a search for a mysterious key. Meanwhile, Kevin returns home to find his house ransacked with his mom, who confesses the truth about Ragnarok. Kevin then asks Ben and Gwen if they know anything about Ragnarok, and when they tell him they don't. He tells them to stay out of the situation. The two, now concerned, ask Grandpa Max if he knows anything about the escape. He confesses to having a partner named Devin, who risked his life to stop Ragnarok several years ago. His partner's full name was none other than Devin Levin, Kevin's father. Ben and Gwen track Kevin with his Plumber's badge and together, they force Ragnarok to flee. Gwen then helps Kevin find the "key" which is revealed to be disguised as a picture frame of a younger Kevin and his father, but Ragnarok steals it, then teleports to his ship called "the Harvester".. Ben, Gwen, and Kevin manage to transport themselves via the same signal, but before they find Ragnarok, Kevin tricks the other two to get into an escape pod. With Ben and Gwen descending down to Earth, Kevin can now exact his vengeance without interference. He and Ragnarok battle, while Kevin causes the entire ship to destabilize into a vortex. Ragnarok begs Kevin to save him, stating that his father would too. Despite his desperation, Kevin merely takes his key and deliberately allows him to get sucked into the vortex. Ragnarok's ship explodes. Ben and Gwen see the explosion from the ground and think Kevin is dead but Ben turns around when he hears Kevin and they notice that he survived the explosion. Kevin then walks home after mentioning that Ragnarok is dead, but he will be returned.
45–46 19–20 "The Final Battle" Dan Riba and Butch Lukic Dwayne McDuffie March 26, 2010 (2010-03-26) 319–320
Albedo steals the incomplete Ultimatrix (a new device which Azmuth is working on) from Azmuth's lab and completes it. He tries revert to his old form but he is not able to, for he needs the Omnitrix. Soon Vilgax proposes that the two of them should take revenge on Ben. Myaxx warns Azmuth of the Ultrimatrix's disappearance. Meanwhile, Ben is captured by an old enemy, Kraab. Gwen and Kevin, along with Ship, take flight to rescue Ben, while in the process destroys Kraab's ship, and rescuing Kraab as well. Later, Albedo defeats and captures Kevin (as Diamondhead) and Gwen (as Swampfire) and fails to defeat Max as Spidermonkey so runs away as Rath. Max goes to Ben's house and Albedo appears on his TV, blackmailing Ben to come to his friends' rescue. Albedo, as Humugousaur, turns into Ultimate Humungousaur, with the power of the Ultimatrix, and fights Ben as Humungosaur. Ben discovers that Albedo has been working in conjunction with Vilgax. In order to save his friends, Ben gives up the Omnitrix to Vilgax. Max arrives and frees Ben and the gang and gives Gwen her old spell book which she uses to cast a teleportation spell that allows the gang to escape. Vilgax betrays Albedo, keeping the Omnitrix (against their deal) and uses it to turn his army of bioids into Humongousaurs. Albedo fights and defeats most of them as Ultimate Humongousaur but they eventually defeat him. Ashamed from what he recently did, Ben runs away into the forest where Gwen comes to help him but she is unable to as Ben is too depressed. Ben cries out Azmuth's name for help. Behind him, Azmuth reveals to Ben the secrets to the Ultimatrix and how to defeat Vilgax and Albedo. Powerless, Ben along with Gwen, Kevin, and Max, go aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth. Ben sets the Omnitrix on self-destruct when Vilgax refuses to surrender it and eventually the Omnitrix self-destructs, which causes Kevin to return to his normal self. Ben then sets Albedo's Ultramatrix to self-destruct as well, but Albedo gives the Ultimatrix to Ben and shuts off the self-destruct. With the Omnitrix destroyed, Ben goes off and fights Vilgax with Swampfire from the Ultimatrix, but since Swampfire is too weak, he soon becomes Ultimate Swampfire and fights Vilgax while Gwen and Max take control of Vilgax's ship which is about to crash onto Earth. As the ship sinks underwater, Ben escapes Vilgax's true alien form, a giant octopus-like creature, and comes to surface as Jetray where Gwen, Kevin and Max are floating after the ship's fusion drive explodes, apparently with Ben still inside it. Ben appears shortly afterwards and the whole gang hugs. Kevin wondered if Vilgax is alive and if he will return, but Ben says, "If he ever does, it's hero time!"

Read more about this topic:  List Of Ben 10: Alien Force Episodes, Episode List

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Famous quotes containing the word season:

    The hour of the waning of love has beset us,
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    With a kiss and a tear on thy drooping brow.
    William Butler Yeats (1865–1939)