During the Biggie Box sale, Ben enlists Simon Sez to help him find Max and get back to the register with his toys before the sale ends and Billy Billions buys them instead.

Aboard the SS Pettigrew, on its final voyage, Ben must not only battle seasickness, but Steam Smythe, who looks to use his mechanical creatures to sink the steamship's replacement.

After their attempt to get a photo with every storefront mascot is foiled, Ben and Gwen sneak out at night to get their photo taken with the wooden bear totem known as Yawk.

When a cavity forces Ben to the dentist, his day gets even worse when the malevolent magician Hex uses a nearby dream catcher to bring Ben's fears to life.

When the Rust Bucket must tune-up in the same town as Zombozo's latest campaign trail stop, Ben soon discovers the clown is using his speeches to hypnotize then rob the town.

As the Tennyson trio dig up dinosaur fossils in the Badlands, Ben is unaware that Vilgax and Dr. Amino have teamed up to steal alien DNA from within the Omnitrix.

Ben is trying to save a city from a mudslide when Vilgax shows up with a warning about a new alien coming out of Omnitrix.

The new alien has dangerous powers, and that worries Ben more and more.

During a live feed of a transcontinental bullet train, La Grange enters the picture to outrace the train, but Ben joins in on the fun and will stop at nothing to come out on top.

Ben and Gwen must save the drive-in when the evil magician Hex brings a movie monster to life.

Ben and Gwen are in a highly competitive paper airplane war, but when alien-tech drones bombard the Rust Bucket, the cousins must work together to ground the aerial attack

On their trip to Adrenaworld West, Ben takes a detour on a jungle cruise and finds himself hunted by the evil Tim Buktu.

While sightseeing at the Geyser Gulch National Park, the Tennyson trio uncovers Steam Smythe's steam-powered generator and must shut it down before it overloads the power grid.

When Max enters a pancake eating contest at the famous Pancake Palace, Ben finds the Bugg Brothers and must stop them before they obtain an endless supply of Pancake Palace pancakes.

During a routine trip to the DMV, Max takes a driving test to renew his license, but a disguised Zombozo hijacks the role of instructor.

Ben and Gwen volunteer for a day at the Repto Ranch. There they meet the evil King Koil, who takes control of the reptiles in the facility to create an army. Both of them must overcome their fear of snakes and save the animals that the King Koil has released

As Team Tennyson leaves the Frozen Man Festival, Lord Decibel takes center stage to threaten the festival-goers, creating an avalanche if his ransom isn't paid.

When Ben grows impatient with the snail like pace of gardening, he goes Omni-Enhaanced Overflow to pick up the pace and accidentally floods the community rock garden. But once a giant sink hole appears and frees King Koil and his Kimodo Dragon from below, Ben must quickly make up for his mistake and capture the baddies if he is to save the coastal city of Bayburgh.

Ben, Gwen and Grandpa Max stop in the middle of the Midwest. While Ben makes himself comfortable in the mobile home with his tablet, Max and Gwen go outside to get some fresh air. When Gwen and Max are drawn into the hunt for a Jackalope, a mythical animal that looks like a rabbit with antlers, the mysterious animal soon starts tormenting Ben. But is it real or a trick of Ben's tablet-ladden mind?

A mysterious alien substance copies Ben's appearance and powers while Ben is visiting a space museum, and quickly assumes the shape of other people, leaving the Tennysons to find a way to reveal who is actually the mysterious substance. Note: This episode is a parody of The Thing.

During a trip to the Lake of the Ozarks, Ben and Gwen squabble over Ben's unnecessary half-birthday celebration; when Max gets word of a suspicious rockslide nearby, the cousins must put aside their differences if they are to rescue trapped miners.

Left to entertain himself, Ben stumbles upon a Xingo arcade game and goes OE-Shock Rock to power it up; when the game receives too much juice, Xingo leaps out into the real world.

While Gwen listens to a lecture on the Transcontinental Railroad, Ben sneaks away to the gift shop; Gwen must relay the information she learned on the train to help Ben escape the Bounty Hunters.

While hanging out at Fort Knox, Gwen grows jealous of Ben's aliens getting all the glamour and attention. But when she discovers that a new villainess, Charmcaster, is really Michael Morningstar's last remaining fangirl turned witch (from the end tag in season 1), Gwen must withstand attacks from both her and Morningstar, and prove herself as a valued member of Team Tennyson.

As Max attempts to get Ben and Gwen to the Four Corners Monument before sunset, an ominous fog bank engulfs the roadway and forces Max to drive at a snails pace, but once The Fog comes to life and attacks the Rust Bucket for its battery, Team Tennyson must work together if they are to navigate to safety.

While Gwen and Max are enamored by wintertime fun during the summer, Ben isn't interested until the Weatherheads attack, intent on feeding off the emotional energy caused by destroying the town.

Ben is shocked to discover that Steam Smythe has built steampunk robots capable of masquerading as and matching Ben's aliens, hoping to discredit the hero's ever-growing popularity and simultaneously helping his crusade against modern technology.

When Ben and Max get into an argument, Ben goes Heatblast to blow off steam against Max’s wishes; but once Dr. Animo spots him and subsequently turns Max into a chicken, it’s up to Ben to save his Grandpa and stop Dr. Animo, now using a bat-based monster with sonic screams.

As team Tennyson admires the modern train station, Ben sniffs out one of Steam Smythe's robots holding up the line. Once the fed up villain tricks Ben into accepting a duel, the fate of the Omnitrix hangs in the balance.

While bird watching at Pinnacles National Park, Gwen and Ben get into a competition of who can spot more birds first, but once a forest fire interrupts their fun, Team Tennyson must hurry if they are to save the bird population.

After Billy Billions' efforts to carve his face onto Mount Rushmore with a laser are thwarted by Ben, the billionaire brat turns his focus on removing Ben from the Omnitrix.

After a series of recurring nightmares affect his sleep, Ben refuses to open up to Max and Gwen about what's bothering him. Before long, the entire team is trapped in his nightmares as well, putting them up against Zombozo in a nightmare world.

Part One: Message in a Boxcar: Ben and Gwen partake in a box car race, however the race is cut short when a large robot attacks. Worse still, Ben is hearing voices in his head while transformed.

Part Two: Call the Dream Police: After defeating the Warbot and discovering Vilgax inside, Ben's "secret voices" only worsen and begin affecting his sleep, but once Gwen discovers a sleepwalking Ben using missing items from the campsite to create his own massive Junkbot, it is up to Ben to stop his own creation.

Part Three: Strange Bedfellows: After the Junkbot shoots the Omnitrix and it begins glowing neon-blue, an imprisoned Vilgax explains it is now a gateway through which the Fulmini Empire will invade Earth, but the only way to stop them is from within the Omnitrix, so Ben must team up with the ultimate baddie if he is to save his planet.

Part Four: Mind Over Alien Matter: While inside the Omnitrix, Ben and Vilgax must work together if they are to close the gateway, but once the Fulmini leader - the High Override - appears, even that might not be enough. Luckily, help arrives in the form of a being calling itself Glitch!

Part Five: High Override: While Ben struggles to avoid the High Override's mind control, Max and Gwen enter the Omnitrix to lend a hand, but once they find Ben is not who he seems, Max and Gwen must pull out all the stops if they are to get Ben back in time to save the planet.