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Xylene, the alien, comes to Earth to try and make sure the Omnitrix goes to Max, who she thinks is its rightful owner.

Ben 10

The Visitor

Ben travels into space with Gwen and Max to stop Ghostfreak plunging Earth into eternal darkness; they also face the Mummy, Frankenstein and Werewolf.

Be Afraid of the Dark

When a purple lightning storm the latest shuttle launch is delayed, Ben, Gwen and Max set out to investigate.

The Return

Max takes the kids to a music festival in Chicago; a crazed weatherman plans to use his weather-predicting robot to change the weather and advance his career.

Monster Weather

Ben attends the Little League World Series to cheer his home team, but quickly discovers that their opponents are robots posing as kids and have a sinister plan.

The Unnaturals

Max takes Ben and Gwen to a farm to show them the meaning of hard work; they discover that an alien has arrived to steal a rare and dangerous crystal.

Underwraps

Ben discovers that his aliens are the stars of a new cartoon series and his favourite action hero cartoon has been axed.

Super Alien Hero Buddy Adventures

Ben and Gwen are zapped into a Sumo Slammers video game; their only chance of escape is to complete the game, while a sinister alien also tries to leave the computer world behind.

Game Over

Ben is confronted by a Navajo Werewolf while visiting Grandpa Max' old friend in New Mexico; he gets bitten during the battle which causes some alarming changes.

Ben Wolf

The Rustbucket breaks down in the middle of the desert leaving Ben, Gwen and Max to take refuge in an over-the-top Christmas theme park run by the mysterious Mr Jingles.

Merry Christmas

Charmcaster's plan to use a spell to take over Ben's actions backfire when she accidentally switches bodies with Gwen.

A Change of Face

An evil hypnotist uses ordinary people at the Mall to steal for him; Ben falls under his spell; Grandpa Max and Gwen try to snap him out of it.

Midnight Madness

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Ten-year-old Ben Tennyson is given the power to change into ten different alien heroes; with help from Grandpa Max and cousin Gwen, Ben fights to save the world from evil.

S3 E12 | Be Afraid of the Dark