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13 episoder
1. Truth
1. Truth
Max's ex-partner as a plumber, Phil, resurfaces with nefarious intentions.
2. Big Tick
2. Big Tick
A giant alien that "sucks planets dry" lands in Yellowstone with the sole purpose of spreading its toxins and destroying the earth.
4. Gwen 10
4. Gwen 10
In this "how 'bout?" episode, Gwen gets the Omnitrix and the power that comes with it.
5. Grudge Match
5. Grudge Match
Ben and Kevin 11 are beamed up to a space ship where they're shackled to one another.
6. The Galactic Enforcers
6. The Galactic Enforcers
When an intergalactic trio of alien super heroes arrives in Pittsburgh to track down the bounty hunter Six Six and his alien henchman
7. Camp Fear
7. Camp Fear
After Max just misses running over a fleeing summer camper on the road, Ben, Max and Gwen take the boy back to his nearly deserted camp
8. The Ultimate Weapon
8. The Ultimate Weapon
When Max finds out that part of an alien weapon has been unearthed in Texas, he becomes obsessed with finding it.
9. Tough Luck
9. Tough Luck
Gwen's "Lucky Girl" powers return when she buys a magical stone at a magic convention in Las Vegas.
10. They Lurk Below
10. They Lurk Below
Max's old friend has just built the world's only underwater resort, and Ben, Gwen and Max are invited for a sneak peak.
11. Ghostfreaked Out
11. Ghostfreaked Out
Ben's internal demons get externalized when Ghostfreak escapes from his watch and becomes a full fledged being on his own.
12. Dr. Animo and the Mutant Ray
12. Dr. Animo and the Mutant Ray
Dr.Animo has broken out of jail, and has been tracking down Ben, intent on revenge.
13. Back With A Vengeance
13. Back With A Vengeance
Ben's feeling cocky with the watch.
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