Season 02 Intro :- Ben and his friends soon discover the earth is under attack highbreed a race of alien-Highbreed, are aided by their DNAlien servants - human alien hybrids able yo disguise themselves as human using special identities masks and the Forever Knights a secret order of arms dealers who are olf enemies of the Tennysons. Unless Ben, Gwen and kevin can save Max and find a way to stop the invaders of all life on earth will be destroyed - but even if they do find a way to defeat the Highbreed, not all of our heroes may survive their mission.

Episode 01 :-  Darkstar Rising
In Episode 01 , Magister Plumber Prior Gilhil has doubt that the highbred are more dangerous than they thought . Ben , Gwen and Kevin also helps but they are captured by their old enemy ‘ Michael Morningstar ‘ now called  himself as ‘ Darkstar ‘.

Episode 02 :-  Alone Together
In Episode 02 , During a fight , Highbreed officer named Reinrassic III and Ben are teleported to a Desert a planet . There are many predators on the planet so they work together to get them off they finally find a portal which can them port them to earth but hybreed officer refuses o come as he says he has become impure .

Episode 03 :-  Good Copy Bad Copy
In Episode 03 , A Galvan named Albedo has stuck in human form due to omnitrix default DNA of Ben . Albedo finds Ben so that he can take omnitrix for form back to Galvan . He raids Knights and Kill several DN-Aliens demanding Ben when Ben meets him he disguises himself as creator of Omnitrix.

Episode 04 :-  Save the Last Dance
In Episode 04 ,  Gwen asks Kevin for her school dance Kevin take suggestion from Ben about the dance . Ben helps him but he also need help from Julie as he is having problem with omnitrix that everytime he transforms into Big Chill and after that he open his eyes on a large metal garbage Julie makes a note on what Big Chill is really doing .

Episode 05 :-  Undercover
In Episode 05 , Ben team visits cooper Daniels home for his help butr they got to know that he i8s kidnapped by DN-Aliens and kept in amilitary base Los Soledad . They get behind him and reached Soledad where  he meets Paradox last time .

Episode 06 :-   Pet Project
In Episode 06 , Forever Knights scientist Dr. Joseph Chadwiek sends Morton to Kidnap the Julie’s pet named ship . He has a plan of making spacecraft using ship and wants to attack the dragon homeland which was escaped before with Ben’s help . Ben comes to rescue him with Gwen , Kevin and Julie.

Episode 07 :-  Grounded
In Episode 07 , During a fight with Highbreed , Ben’s parents see him using Omnitrix and his secret is revealed in front of parents his parents banish him to go outside other than any work buy Ben disobeyed his orders and ha gets caught again Kevin was spying a Highbreed and gets caught , this force Ben to run away from home soon his parents understand him.

Episode 08 :-  Voided
In Episode 08 , Helen and many calls opon Ben for their help to fight their strongest foe Dr. Void . Ben goes in Null Void alone and he meets with Helen and Manny who meet him with their bass who was none other than Grandpa Max . Ben see that Dr. Void is none other than Dr. Animo who has taken control over Null Void Guardians .

Episode 09 :-  Inside Man
In Episode 09 , Ben and his team rescues a man who stole the Oscilllator key from DN- Aliens and hi truck is crashed in an accident . He tells them about the gateway to the smalltown which was full of DN-Aliens . The team fights DN-Aliens and he take control over that Xenocyte parasite .

Episode 10 :-  Birds Of the Feathers
In Episode 10 , An arachnichimp , Simian needs to help in retrieving a crystal which is symbol of monarchy on his planet while retrieving , Ben get to know about crystal which give power to intergalactic communication station Ben gets the crystal which safe and give fake crystal to simian

Episode 11 :-  Unearthed
In Episode 11 , The DN-Aliens operation uncovers an alien space craft , from which a large alien comes out . The Alien wanders the town attracts the Ben , Gwen and Kevin and they fight with him and realize that he is alien baby . They takes him and return the baby to his parents.

Episode 12 :-  War of the Worlds, Part 1
In Episode 12 , Paradox and Azmuth arrive on earth to warn Ben and his team about the incoming Highbreed fleet . Gwen and Kevin get with Ben and all plumber kids since they have met Azmuth sets the Master Unlock Omnitrix so that Ben can combat the the Highbreed .

Episode 13 :-  War of the Worlds, Part 2
In Episode 13 , Ben , Gwen , Kevin , Azmuth and ship as a spaceship head to the Highbreed’s Supreme commander fleet As soon as they reached to the Supreme Commander they are captured and Bens transformers into Humungousair and gets released The ben and other meets with Supreme Commander and Ben uses his omnitrix to detect genetic damage in Highbreed commander and repairs it with Omnitrix and they agrees with the Ben cure after the arrival of Reinrassic III , and their fleet goes back with the war ended .