Ben 10 (Classic) Season 3 Episodes

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Season 3 Episode Guide

Episode 1 - Ben 10,000

Ben gets sucked into the future by a grown up Gwen. His mission is to help the now all powerful and adult "Ben 10,000" seemingly defeat the future versions of Dr. Animo and Vilgax. However the real reason Ben has been brought to the future is to teach his adult self some humility and the fact he's lost touch with Max and has forgotten what’s really important...family.
Episode 2 - Midnight Madness

When the Rustbucket breaks down outside the largest mall in the U.S., it seems Ben and Gwen will have the time of their lives in the mall. That is until they run into an evil hypnotist entertaining the crowd, who puts Ben under hypnosis, causing him to sleepwalk at night and help him steal things. And when the hypnotist discovers certain “aliens” are now helping him, he exploits them for his grand plan of hypnotizing hundreds of people so they’ll be under his demented control forever. Ben must figure out how to break the spell he’s under and stop this evil plan.
Episode 3 - A Change of Face

In Salem Massachusetts, Ben, Gwen and Max once again go up against Charmcaster, whose goal is to switch souls with Ben and possess the Omnitrix. However Charmcaster first accidentally switches identities with Gwen, and then as spells fly back and forth, Ben and Gwen even end up in one another’s bodies before they team up to get rid of Charmcaster once and for all.
Episode 4 - Merry Christmas

When the Rustbucket’s a/c goes on the fritz in the middle of the desert, Ben, Max and Gwen take refuge at Holiday Village, an over the top Christmas theme park that seems to appear out of nowhere. It turns out the place is run by an evil entity known as Mr. Jingles, who takes Max prisoner, because he believes Max is Santa! It's up to Ben and Gwen to free Max, and break the spell Mr. Jingles has cast on Holiday Village, freeing others who've been trapped their for years and releasing the theme park from its "Brigadoon" like existence.
Episode 5 - Ben Wolf

In New Mexico, Max stops to visit an old friend, who’s a Navajo Chief. Suddenly a powerful storm comes out of nowhere, and behind bolts of purple lightning a Navajo Werewolf appears. As Ben battles the werewolf, he appears to be bitten and turns into Benwolf. But it turns out the werewolf is actually an alien, and Ben sampled its DNA. In the end, Ben reverts back to his normal self, and stops the werewolf’s plan to assemble a high tech satellite device for some unknown nefarious purpose.
Episode 6 - Game Over

When Ben, as Upgrade, and Gwen get zapped into a Sumo Slammers video game, Ben soon has to deal with Gwen's superior gaming skills, while he also tries to impress his video icon in the game. Ben finally realizes the only person he has to prove anything to is himself. Able to finally go Upgrade again, Ben uses the alien's full potential to defeat the game's shape-shifting uber-villain, allowing he and Gwen to escape back into the real world.
Episode 7 - Super Alien Hero Buddy Adventure

Visiting a Hollywood studio theme park, Ben discovers his alien heroes have been ripped off and are starring in a lame network cartoon. Ben also discovers his favorite live action hero, the man who inspired him, has been yanked off the air by the same network. At the studio theme park, Ben tries to get his hero back on the air while also destroying the reputation of the cartoonist who ripped him off. In the end, Ben discovers neither of these men is really whom they seem to be, as his action hero’s evil twin brother is behind a plot to ruin them all.
Episode 8 - Underwraps

Feeling his grandkids need to know the value of "hard work", Max takes them to a farm that puts city slickers to work. And while Ben and Gwen soon do back breaking chores, they quickly discover their "real job" will be to stop an alien mummy who has arrived to unearth a rare and dangerous element.
Episode 9 - The Unnaturals

When Ben attends the Little League World Series because his home team happens to be playing, he discovers that their opponents in the final are actually robots posing as kids. Their goal is to switch out the President who's in attendance with another one of their robots. Ben must not only thwart this plan, but prove to himself he should've been on his hometown team.
Episode 10 - Monster Weather

Max takes the kids to a drought stricken Chicago to see his favorite golden oldie band perform at a huge music festival. Once there, our heroes cross paths with a deranged weatherman who programs his robotic "weather assistant" to actually make it start raining. When this backfires, the robotic assistant ends up creating a trio of terrifying weather monsters to wreak havoc on the city. It’s up to Ben to go hero to destroy these weather monsters one by one.
Episode 11 - The Return

Ben, Gwen and Max investigate the fact the latest shuttle launch has been delayed by a freak purple lightning storm. At The Kennedy Space Center our heroes discover that the Werewolf (from episode #669-005) and the Mummy from (#669-008) have been brought back, and are now teamed up with a Frankenstein like alien who’s been posing as a NASA scientist. Together they’ve all been working for Ghostfreak who gets resurrected, and launches his plan to shroud the earth in darkness with a special beam up in outer space.
Episode 12 - Be Afraid of the Dark

In a continuation of #669-012, Ben travels into space and with Gwen and Max to thwart Ghostfreak's grand plan of plunging Earth into eternal darkness. In the process our heroes also best the Mummy, Frankenstein and Werewolf, as the genesis of "Team Tennyson" is firmly established.
Episode 13 - The Visitor

When Xylene, an alien who once had a "relationship" with Max, suddenly appears, Ben and Gwen are suspicious as to her true motives. It turns out she came to earth to make sure the Omnitrix ends up with its "rightful owner"...Max! As Ben must deal with the realization the watch was meant for Max, he must fight off one of Vilgax's robotic drones who has the ability to amalgamate anything it wants to its frame. In the process, Xylene unlocks another alien hero on the watch...Upchuck!


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