Ben manages to unlock the master code on the Omnitrix, allowing him to change at will. It comes in handy now that Vilgax and Kevin 11 are teamed up and coming for him.

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Ben 10 - S02 - Ep 13

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Ben 10 - S02 - Ep 12

Despite Gwen and Grandpa Max's warnings over toying with the Omnitrix, Ben messes around with it until - oops! - he breaks it and his aliens start coming out as fused hybrids.

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Ben 10 - S02 - Ep 11

When Ben tries to take apart the Omnitrix to see how it works, he ends up breaking off its face and causing weird combinations of his alien forms when he transforms. Additionally, the broken piece begins mutating the smaller creatures it comes into contact with. Meanwhile, Dr. Animo escapes from prison and, during a battle with Ben, finds the broken piece of the Omnitrix. Using it, he is able to complete his large-scale Transmodulator, giving him the power to mutate the entire planet in a single shot.

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Ben 10 - S02 - Ep 10

Ben has been having strange nightmares about Ghostfreak. During a tour of an academy school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere. When Frightwig, Acid Breath, and Thumbskull show up, Ben activates his Omnitrix; however, it transforms him into Ghostfreak. After a vicious battle, Ghostfreak escapes from the Omnitrix. Ghostfreak removes his second layer of skin to possess Ben, and scares the circus trio into working for him as he schemes to possess Ben and gain control of the Omnitrix.

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Ben 10 - S02 - Ep 9

The family ride a jet belonging to Grandpa Max's old friend, Donovan GrandSmith, who owns an underwater resort in the Bermuda Triangle. At the entrance, they receive a warm welcome from Donovan himself, though they also meet with his grandson, Eddie, who doesn't seem to be excited about their guests. When Eddie, Ben, and Gwen enter the Undersea Manta Ray, a giant submarine, they encounter strange aliens that threaten to destroy the whole resort. While the kids find a way to cooperate with each other to find the source, the aliens want to retrieve as it turns out that it was a piece of their technology.

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Ben 10 - S02 - Ep 8

Gwen dons her Lucky Girl costume again upon finding the mystical Keystone of Bezel at a convention in Las Vegas. Rather than good luck, the Keystone greatly strengthens all of Gwen's natural abilities to superhuman levels and granting her superhuman agility, enhanced reflexes, and durability. At the same time, Hex is busted out of prison by his niece Charmcaster, and seeks to use the keystone to restore the destroyed charms.

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Ben 10 - S02 - Ep 7

Max's Plumber equipment detects that an ancient mask had been unearthed in Texas. This quickly triggers a change in Max's attitude; he claims that this artifact would lead to the most powerful weapon ever designed, and that he should retrieve it before it falls into the wrong hands. Max immediately becomes more impatient, worse-tempered, and far stricter. Upon retrieving the mask, the Tennysons come into conflict with the Forever Knights, who want to find the weapon themselves. The Tennysons end up with the mask after a struggle and use it to find the ultimate weapon, the Sword of Ekchuah, inside of a Mayan pyramid.

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Ben 10 - S02 - Ep 6

Distracted by Ben and Gwen quarreling, Max almost hits a young camper named Gilbert on the road. They take the boy back to his camp, Camp Opinicon, only to find no one there. As they investigate the premises, they find two more children, twins named Andy and Mandy, who are hiding from something that caused the camp to become deserted. Max is captured by tendrils while he investigates, prompting Ben and Gwen to split up. While Gwen leads the campers to safety from fungal mutants, Ben attempts two failed rescue missions, getting captured on the second. In trying to escape, Ben unlocks a new alien form, Wildvine.

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Ben 10 - S02 - Ep 5

When Ben wakes up one morning, he finds the Omnitrix missing from his arm and Gwen and Grandpa Max have no idea what he's talking about when he asks about it. Ben soon discovers that he's reliving the day he found the Omnitrix, but in an alternate reality. At the campsite, Ben tries to find the Omnitrix as it crashes to Earth, only to find out that Gwen has already found it. Gwen quickly adjusts to the Omnitrix's powers but uses the Omnitrix much more than required and when Vilgax attacks, she finds the Omnitrix is discharged and will take some time before it becomes usable.

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Ben 10 - S02 - Ep 4

During a trip to San Francisco, the Tennysons discover that doppelgangers of Ben's aliens are committing crimes around the city. Ben encounters the imposter and discovers that it was really Kevin; their last battle has given Kevin the ability to transform into the various aliens of the Omnitrix. Kevin leaves Ben to pay for his own crimes performed as Omnitrix aliens, bringing Ben into direct conflict with the ruthless Lt. Steel of the government's Special Alien Capture Team. Four Arms confronts Kevin atop the Golden Gate Bridge, where Kevin's rage forces one final transformation: a fusion of all of the Omnitrix aliens without the ability to revert back to human form.

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Ben 10 - S02 - Ep 3

During a trip to Yellowstone National Park, Ben discovers the eleventh alien on the Omnitrix, Cannonbolt. At the same time, a meteor crashes nearby unleashing a giant, tick-like alien called the "Great One" that intends to devour Earth. Ben easily defeats the worshippers, but the Great One turns out to be impervious to the original ten aliens. Ben quickly discovers that Cannonbolt is impervious from any attack when rolled into an armored ball and penetrates the Great One's armor in that form, killing the alien from the inside.

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Ben 10 - S02 - Ep 2

Shortly after the events of "Secrets", Max tells Ben and Gwen about his secret past; he was a deputized agent of "The Plumbers", a secret government organization that dealt with extraterrestrial phenomenon, which was disbanded after Max defeated Vilgax himself for the first time. They run into Max's old partner, Phil Billings, who is still hunting aliens, though he is now a freelance agent. The frequency of the alien attacks and the familiar aliens raises Max's suspicions, and he heads to Mount Rushmore, where he finds the Null Void Projector—a weapon that can trap things in, or release them from, an alternate dimension—has gone missing. Phil has been abusing it to scam various hotel owners into paying him to remove the aliens that he sets free.

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Ben 10 - S02 - Ep 1

Ben 10 (2005) - Season 02

Ten-year-old Ben Tennyson discovers a mysterious device named the Omnitrix on a family vacation. The device allows him to transform into 10 different alien forms replete with unique superpowers.