Max Out

Max Out is the sixth episode of Ben 10: Alien Force.

Plot
Gwen and Ben ask for Kevin's help in locating her brother, Ken. Upon tracking Ken to a small town named Santa Mira, they discover its inhabitants to be all DNAliens. After interrogating a DNAlien they are led to the Hatchery where another weather tower has been set up causing the town's dreary weather. Meanwhile Ken is being interrogated by a DNAlien who allows a parasite, called a Xenocyte, to attach itself to Ken. Shortly after, Grandpa Max mounts a rescue and discovers Ken partially transformed into a DNAlien whom incapacitates Max and calls for guards.

Gwen, Kevin, and Ben finally make it into the Hatchery, sneaking in from the waterway while fighting against hordes of DNAliens. Along the way, Gwen discovers Ken nearly transformed into a DNAlien, and Ben's Omnitrix suddenly gains a life of its own. Stating that it can repair Ken's DNA, Ben does so and removes the parasite from Ken. Later the four meet up with Max, who asks the others destroy the trucks meant to ship the Xenocytes all over the country while Max goes after the head Highbreed. Ben states that the Highbreeds operation is over with the Xenocyte factory destroyed, his DNAlien troops sucked into the Null Void, and his trucks destroyed. The Highbreed states that more trucks along with a replacement for the egg machine can be there in a matter of hours. And also points out the hordes of DNAliens at his command.

Left with no other option Max turns his Null Void projector into a grenade which will vaporize everything within a half mile radius. Gwen projects a shield for herself, Ben, Kevin, and Ken. Max detonates his make shift bomb, and the team are left in the crater that was the town and leave to finish the work what Max started.

Major Events

 * Gwen's brother, Ken is kidnapped by the DNAliens and is almost fused with a Xenocyte.
 * Ben discovers the Omnitrix can repair genetic damage, thereby allowing him to restore DNAliens to normal (which will be an important factor in the team's eventual victory over the Highbreed).
 * Ben and the gang find Grandpa Max.
 * Max goes to the Null Void, however to Ben's Team, he is thought dead.

Debuts

 * Ken Tennyson
 * Xenocytes

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Max Tennyson
 * Kevin Levin
 * Ken Tennyson (first appearance)

Villains

 * Highbreed
 * DNAliens
 * Xenocytes (first appearance)
 * Edna (first appearance)
 * Shem (first appearance)
 * Moe (first appearance)

Aliens Used

 * Big Chill
 * Humungousaur
 * Jetray

Trivia

 * Ben was the only one to not be attacked by a Xenocyte.
 * This episode reveals that this episode takes place during spring break meaning that this series started about 2-3 months after Ben, Gwen and Kevin's birthdays.
 * Even though the DNAliens are disguised, it is revealed that they can still spit out slime.
 * Although the Omnitrix is attached to its host, it is revealed that it can also repair the DNA of others that are affected, meaning it can not only splice Alien DNA into a human but vice versa as well. This was shown when Ben repaired Ken, removing the Xenocyte that was attached to his head.
 * At the beginning of the episode, Grandpa Max says he came for the fishing and the weather. The waitress responds that all of the area's fish are farm raised and it's the rainy season. When Grandpa Max responds that he was misinformed with a wry smile, this is a reference to a line delivered by Humphrey Bogart in Casablanca about coming to Casablanca for the springs but it being in the middle of the desert.