Season 3

01 Vengeance of Vilgax (1) Episode 111th September 2009 Vilgax, after conquering 10 planets, comes to Earth to destroy Ben. 02 Vengeance of Vilgax (2) Episode 211th September 2009 Ben, Gwen and Kevin race to collect the Omnitrix's missing forms and make it to the battle with Vilgax on time. Meanwhile, Kevin discovers that his new transformation has some benefits. 03 Inferno Episode 318th September 2009 Ben, Gwen and Kevin discover that Vulkanus is planning to drill the center of the Earth and drop a bomb into the hole. Destroying the planet. 04 Fool's Gold Episode 425th September 2009 A species of goat-like aliens comes to Earth for a popcorn festival. Ben, Gwen, and Kevin have a big problem when one of the aliens eats meat and turns into a monster. 05 Simple Episode 59th October 2009 An alien named Probity seeks help from Ben to stop the on-going war on her home planet. 06 Vreedle, Vreedle Episode 616th October 2009 Ship's owner decides he wants him back and hires some repo men to retrieve him. Ben and Kevin go to court to take care of things legally, leaving Gwen and Julie to face the repo men. 07 Single Handed Episode 723rd October 2009 A bounty hunter tries to remove the Omnitrix from Ben. 08 If All Else Fails Episode 86th November 2009 A series of earthquakes awakens a HighBreed officer who has been hibernating deep under the earth’s surface. He believes the HighBreed have lost the war and activates a fail safe device that is programmed to destroy. Ben must now work together with Gwen and Kevin not only to save Grandpa Max, but also the world from this "giant" problem. 09 In Charm's Way Episode 913th November 2009 Kevin is beginning to lose all hope that he will someday return to his human self. He then meets a girl who doesn't seem to mind the form he is in. Kevin finds himself under her spell, quite literally, as Charmcaster has come back to exact revenge on Ben and Gwen. Kevin, under Charmcaster's spell, has no choice but to obey his master and destroy Ben and Gwen. 10 Ghost Town Episode 1020th November 2009 Vilgax promises Ghostfreak to spring him out of prison as long as he tells him the secrets of the Omnitrix, but when Ghostfreak betrays him and turns his people into his minions, Vilgax comes to Earth and asks for Ben, Gwen and Kevin's help to get rid of Ghostfreak. 11 Trade-Off! Episode 114th December 2009 Kevin makes a temporary truce with Darkstar to retrieve an artifact that will return them into their former selves. 12 Busy Box Episode 1211th December 2009 Ben, Kevin and Gwen come across an alien box that can forms into a robotic version of whatever it sees. It power becomes a liability when the Vreedle brothers decide to take the box for themselves. 13 Con of Rath Episode 138th January 2010 Zaw-Veenull asks Ben to deliver Prince Tiffin to Jarret in order to keep peace between the two species. Shortly, after their trip in space, the Omnitrix malfunctions and turns Ben into an Appoplexian named Rath who wants to fight anything that breathes. 14 Primus Episode 1415th January 2010 The Omnitrix transports Ben, Gwen, and Kevin to a planet called Primus, which turns out to have been created by Azmuth. They must stop Vilgax from stopping the Omnitrix at its source. 15 Time Heals Episode 1522nd January 2010 Despite being warned by Paradox, Gwen travels back in time to prevent the accident that turned Kevin into a monster from ever happening. Gwen returns to the present only to find that her time traveling caused a series of events that led to Hex ruling the world. 16 The Secret of Chromastone Episode 1629th January 2010 While sick, Ben is visited by old friend Tetrax, who demands that Ben hand over Chromastone. 17 Above and Beyond Episode 1712th March 2010 The Plumber's Helpers are called upon by Grandpa Max to rescue him from an abandoned space station where he's being attacked by Ben! The team must now find a way to work together as they try to save Max, stop Ben, and keep the space station from crashing to Earth. 18 Vendetta Episode 1819th March 2010 Kevin returns home to find his house ransacked, so he enlists Ben and Gwen's help to find out who did it and why. They soon cross paths with Ragnarok, a deadly criminal who recently broke free from the Null Void and is in search of a special key. Kevin is intent on stopping Ragnarok from obtaining the special key, especially after he learns the truth about Ragnarok and his father. 19 The Final Battle (1) Episode 1926th March 2010 Albedo has stolen the Ultimatrix from Azmuth and has used it to kidnap Gwen and Kevin. Ben goes to face Albedo and rescue his friends when he quickly discovers that Albedo has been working in conjunction with Vilgax. Ben is defeated by the pair and gives up the Omnitrix to save himself and his friends. 20 The Final Battle (2) Episode 2026th March 2010 Powerless, Ben goes aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth in their final battle. Albedo gives Ben the Ultimatrix and Ben gets his old aliens and their evolved forms.