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Vilgax and Kevin team up; Ben discovers the watch can allow him to change into any alien he wants to, he soon develops a cocky attitude.

Ben 10

Back With a Vengeance

After Dr, Amino finally breaks out of prison, he is determined to track down Ben and get his revenge.

Dr. Animo and the Mutant Ray

Ghostfreak manages to escape from inside Ben's watch and become his own being, but needs to possess Ben to gain control of the Omnitrix.

Ghostfreaked Out

Ben, Gwen and Max are invited to take the first look at a new underwater resort built by Grandpa Max's longtime friend.

They Lurk Below

Gwen's powers return at a convention in Las Vegas when she buys a magical stone that somehow restores them.

Tough Luck

Grandpa Max finds out that part of an alien weapon was discovered in Texas, and goes after it himself.

The Ultimate Weapon

Max nearly runs over a summer camp attendee who has decided to run away; they agree to take him back to camp.

Ben 10 Classic

Camp Fear

Ben joins forces with a group of alien super heroes to combat plans by two bounty hunters to build a bomb that is powerful enough to destroy the galaxy.

The Galactic Enforcers

Ben is transferred to a space ship, but he is shackled to Kevin; they must fight together to escape a space ship.

Grudge Match

Ben is in trouble when Gwen receives the Omnitrix; she also receives all of the powers that go along with it and Ben must accept his new role.

Gwen 10

Kevin comes back for revenge with an all new weapon in tow; Kevin begins committing crimes and frames Ben for them.

Framed

A plant-sucking alien who wants to destroy the world arrives in Yellowstone National Park; he thinks that it would be a good place to start.

Big Tick

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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.

S2 E5 | Grudge Match