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The show is about ten year old Ben Tennyson, his cousin Gwen, and their grandfather Max.
At the start of their summer camping trip in an RV called “the rust bucket”, Ben goes stomping off into the woods after fighting with his cousin Gwen. Ben stumbles across an alien pod. When he examines it, he finds watch-like device, called the Omnitrix, which instantly attaches its self permanently to his wrist. The Omnitrix gives Ben the ability to turn into ten alien heroes (more are added in later seasons), each alien possesses their own unique powers. Along with Gwen and Max, Ben fights evil, both extraterrestrial and criminal.
Season one focuses on a villain known as Vilgax, an evil alien warlord who wants to use the Omnitrix to create an unstoppable army with which to conquer the galaxy. Traumatically injured in the first episode he sends various drones to get the Omnitrix until he is fully healed. After he is fully healed, he attempts to retrieve it himself, only to be stopped by Ben, Gwen and Max. Throughout the season it is hinted at that Grandpa Max knows more about aliens than he lets on, resulting in the revelation that he and Vilgax had fought previously, Max belonging to a group known as the Plumbers, who travelled the galaxy fighting evil aliens.
The next few seasons see a more generic “villain of the week” theme emerge with a few reoccurring characters, and the development of Gwen’s magical powers.
The original ten aliens:
1: Diamondhead (voiced by Jim Ward): He is a Petrosapien from the crystal planet Petropia Ben first transforms into Diamondhead in "And Then There Were 10" when he needed to destroy Vilgax's giant robot. Diamondhead's body is composed of an extremely durable organic crystal, making him nearly invulnerable. Diamondhead can control his crystal physiology at will, allowing him to create crude crystal weapons from any part his body on demand or fire crystal shards from his hands.
2. Fourarms(voiced by Richard McGonagle): Ben's preferred offensive form is Fourarms, a Tetramand from the desert planet Khoros. Fourarms is the most used alien in the original series, since it is the form that most suits 10-year-old Ben's fighting style: blindly rushing at the enemy with little forethought. Fourarms is a ten-foot tall, four-armed, four-eyed humanoid with armoured skin and extremely dense musculature, making him unmatched in pure physical strength.
3. Ghostfreak (voiced by Steven Blum): is an Ectonurite from the perpetually dark planet Anur Phaetos. Ectonurites are part of a hive mind, which is contained within the vast genetic memory of every Ectonurite. Ben first transformed into Ghostfreak in "Permanent Retirement". Ben's version of Ghostfreak outwardly resembles a one-eyed ghost, the result of a second skin, while Ghostfreak's true form is that of a wraith-like genie with blue claws, decaying skin, and an exposed, upside-down skull with a single eye for a head. Under Ben's control, Ghostfreak is composed of a variable-density protoplasm which allows him to become invisible and/or intangible at will. Ghostfreak can levitate freely, and he doesn't require oxygen, allowing him to survive in a vacuum.
4. Grey Matter (voiced by Richard Steven Horvitz): is a Galvan from the tiny planet Galvan Prime. Ben first transformed into Grey Matter in "Washington B.C." Although Ben rarely intentionally selects Grey Matter, he often finds himself in that form as a result of accidental transformations. Grey Matter is a frog-like, bipedal alien only five inches tall, however his size belies his intellect, which is second to none. He can create almost anything from spare parts and deduce the function of any device at a glance.
5. Heatblast (voiced by Steven Blum) is a Pyronite from the star Pyros. Heatblast is Ben's first transformation. Heatblast is a magma-based lifeform that can control fire at will, either projecting it in a wide range of forms or absorbing it into himself. He can fire streams of flame, create fireballs, manifest tornadoes of flame, utilize said tornadoes to carry himself and others short distances, and radiate heat in all directions for a localized explosion. He can also achieve flight by firing at the ground to propel himself like a rocket. Apart from this, Heatblast is also a highly durable alien, able to endure being thrown through buildings without being slowed.
6. Ripjaws (voiced by Fred Tatasciore): is a Piscciss Volann of the water planet Piscciss. Ben first transformed into Ripjaws in "The Krakken" . Because of the extremely specific conditions required to maintain Ripjaws, he is the least used Omnitrix alien, and is not seen for the entirety of the third season. His main ability is being able to breathe underwater. Ripjaws can also withstand a remarkable amount of pressure, and his luminescent dangler allows him to see in the darkest of depths (or otherwise dark areas). He can swim at great speeds, and his sharp teeth and claws can pierce through almost anything.
7. Stinkfly (voiced by Dee Bradley Baker): is a Lepidopterran from the swamp planet Lepidopterra. Ben first transformed into Stinkfly in "Washington B.C.". His primary ability is flight facilitated by the four thin wings on his back, which grant Stinkfly high mobility and speed. Stinkfly also possesses disproportionate strength, enough to carry people and objects heavier than himself. Stinkfly's four eye stalks give him a wide range of vision from the sky, including the ability to look directly behind himself. Pollen ducts in his eyes and mouth allow Stinkfly to excrete high-pressure streams of liquids. The type of liquid can range from a flammable toxin to an immobilizing jelly.
8. Upgrade (voiced by Tara Strong): is a Galvanic Mechomorph of the moon Galvan B, which orbits Galvan Prime. Ben first transformed into Upgrade in "Permanent Retirement". Upgrade is the only alien form in which Ben's voice does not change, aside from the more computerized tone behind it. Upgrade is composed of nanotechnology, allowing him to reshape his body at will. This makes restraining or harming him difficult, as he can "melt" to avoid either and will quickly regenerate from any damage taken. Upgrade can also merge with other technology, earning his name by upgrading it far beyond its original design as long as he is merged with it. The size of the device is inconsequential. While merged with a device, Upgrade controls it as he would his own body. Even without a machine at hand, Upgrade can reconfigure his form around his eye in order to fire a plasma beam from it.
9. Wildmutt (voiced by Dee Bradley Baker): is a Vulpimancer from the garbage planet Vulpin. Ben first transformed into Wildmutt in "And Then There Were 10". Wildmutt is a vaguely dog-like alien whose physical features are a cross between a lion and a gorilla. Wildmutt's powerful arms allows him to run, jump, and climb objects at high speeds, in addition to making him fairly strong. Wildmutt has no eyes, but has gills on his neck which allow him to hear and smell many times better than humans, giving him radar-like sight which is depicted as functioning somewhat like a thermograph sensor.
10. XLR8 (voiced by Jim Ward): is a Kineceleran from the hyper-accelerated planet Kinet. Ben first transformed into XLR8 in "And Then There Were 10". XLR8 has wheel-shaped feet and wears a helmet with a windshield, which is part of his alien biology, leaving the features of his head unknown. XLR8 can manipulate friction to reach speeds of 500 mph in an instant, and the same power allows him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats. He can create tornadoes through centrifugal force, either through running in a small circle or spinning, and can deliver speed-enhanced attacks in rapid succession. Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks with relative ease.
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