Season 02 Review :- After defeating his biggest enemy Vilgax, Ben continues his journey and Ben gets some more experience of using Omnitrix and working with galactic enforcers, Gwen gets Omnitrix in parallel world, he releases out his alien Ghostfreak, fights with Dr.Animo, and again facing his two biggest enemies Vilgax and Kevin again chasing him for his Omnitrix to get the watch in their hand. Ben's grandpa and Gwen help him and to pull him out of this critical situation again.

Episode 01 :-  Truth
In Episode 01, Grandpa Max reveals about his past that who he was. He was a part of " The Plumbers " an organisation owned and run by government who catches the aliens to make the earth and other planets free from alien attacks.

Episode 02 :-  The Big Tick
In Episode 02, Ben discovers his new alien Cannonbolt but suddenly a meteor crashes a nearby area from whuch a giant alien come out and wants to devastate the earth. All the 10 aliens forms power is useless against that alien armour so Ben uses his last and newest alien Cannonbolt rolls out and it can penetrate any armour. Ben kills the alien from inside

Episode 03 :-  Framed
In Episode 03, Ben's Alien Imposter are committing crimes in the city for which Ben is responsible. Ben watches out all the activities and chase all aliens and found that it was no one other than Kevin 11. He has got enough energy from Omnitrix so that he can convert in any Alien. Ben as Four Arms fights with him on the Bridge where Kevin took his final form of all. Kevin took power of all alien at once and turns into a monster and can not be a human again.

Episode 04 :-  Gwen 10
In Episode 04, In alternate Dimension. Ben woke up and see that Omnitrix is missing from his wrist. He asks to Grandpa Max and Gwen about it, but they have no idea. Ben understands that there is some time to get it. Again when meteor crashes Ben run towards it but found Gwen has already take that watch.

Episode 05 :-  Grudge Match
In Episode 05, During a Battle between DiamondHead and Kevin they are teleported by a beam to a spaceship where fight battle held regularly. Ship leader Vigma makes Ben and Kevin team against the fight of Champion Technorg. Kevin tries to kill Ben but he is saved by Technorg. Ben leaves the ship with help of Technorg and Kevin stays there.

Episode 06 :-  The Galactic Enforcers
In Episode 06, Ben teams up with the Galactic Superheroes team The Galactic Enforcers against the crime. The SixSix and his partner Vulkanus are designing a bomb. Ben offers choclate to his team of heroes bur that was their weakness now Ben is all aline who has to save heroes and arrest villains.

Episode 07 :-  Camp Fear
In Episode 07, Max meets a Young camper Gilbert and he acompanies him to his camp on reaching there and founding no one besides two Andy and Mandy and they were hiding from something dangerous, Max investigates what the reason behind the loneliness in camp but us captures by tendrils. Ben and Gwen search for Max, Gwen leads the way to camper to get out of the reach of Mutated vines and ben gets captured by them. While he was trying to escape he unlocks his new alien Wildvine.

Episode 08 :-  Ultimate Weapon
In Episode 08, Max's behavious was changed so much when he hears about the ancient mask found in Texas. He gets his Rust Bucket there as soon as possible so that the mask can not go in wrong hands. Max tells it is the key of most powerful weapon. In order to take the mask, Forever Knights attack tennysons but they escaped and the mask gives the location of powerful sword which is in a Pyramid.

Episode 09 :-  Tough Luck
In Episode 09, Gwen suits up again as Lucky Girl when he found a charm of Bezel in Las Vegas Fair. This charm strengthens the reflexes and power making Gwen a Superhuman. In this period, Charmacaster releases his Uncle Hex from Imprison.

Episode 10 :-  They Lurk Below
In Episode 10, Ben, Gwen and Max gets a jet ride by his old Friend Donovan. Donovan runs a restaurant which was located underwater. Donovan grandson Eddie meets up with Gwen and Ben but he was not so excited. All of three visits the restaurant where they find the aliens want to destroy resort. All 3 kids help each other and finds out the problem.

Episode 11 :-  Ghostfreaked Out
In Episode 11, Ben has benn strange nightmare about ghostfreak that was so terrible for Ben. During a visit to academy, Gwen wish to go Ben saw the Zombozo 3 servants, Frightwig, Acid Breath and Thumbskull for which he uses Omnitrix and transforms unto Ghostfreak who runs away from Omnitrix. Ghostfreak wants to control Ben so he can Control over Omnitrix.

Episode 12 :-  Dr. Animo and the Mutant Ray
In Episode 12, Ben again disturbs the Omnitrix by removing its upper part which causes different alien transformations. The removed part gets in hand of Dr. Animo and he uses it for his Mutant ray converting any species to alien forms. Gwen helos out Ben to get the lost part as Max is turned into Alien by Animo.

Episode 13 :-  Back with a Vengeance  [Season 2 Finale]
In Episode 13, Kevin founds Vilgax and he joins him for beating Ben 10. Ben 10 unlocks the master control of Omnitrix and gets converted into any alien form which he needs. Vilgax and Kevin attacks Ben and Max open Null Void for Kevin and Vilgax but Ben also get trapped. Then Gwen go to help him and rescue Ben and his Omnitrix.