Level 1: Robot Attack

Section 1: Practice Area

Grandpa Max: Ben, don't go rushing into this area without thinking first, there are logs and they break beneath your feet, and pits you could fall into. Check out the shack when you get to it, and I think Diamondhead might be a good morph choice here.

Once Max has finished talking, the player can proceed to the right to collect a Gold Sumo Slammer Card, then stand on the Omnitrix Pad, and morph by scanning one of the 10 Alien Cards. Alternatively, keep right, jumping over rocks, grabbing onto branches and ledges and running across logs before they break. A little bit later, Gwen will let the player know to "Scan my card to get some help!". Providing extra hints in the level.

Grandpa Max:  Hey Ben, why don't you try out that new watch of yours and see what it can do?

A large rock wall is ahead, and Ben is too weak to break it, Heatblast is suggested here. Up ahead is the Shack that Grandpa Max mentioned, Diamondhead is required to bust down the door. Proceed right to the exit.

Section 2: Meteor Shower

Grandpa Max: This looks like a hot area, I'd be careful out there Ben. You may be able to destroy those meteors by throwing objects at them, but if I were you, I'd get some help from Heatblast.

Meteors are falling very fast and very frequent all through this section. This part is very easy if Heatblast is being used; as he can run through without taking damage.

Section 3: Mechadroids

Grandpa Max: Whoa, lots of Mechadroids ahead. Looks like they want to prevent you from climbing the cliff, you can try and punch your way through, or call on Wildmutt, Heatblast or Diamondhead for help.

Enemies make their first appearance in this stage, the Mechadroids fly around and fire lasers at Ben. They are fairly weak but can be a threat if more than one appears. Wildmutt is rather handy at defeating them. All of them will need to be defeated or the player will not be able to exit this area.

Section 4: Ranger Station (Boss Battle)

Grandpa Max: If you think those small Mechadroids were tough, wait 'til you meet their boss. This guy will make those guys seem like kid's play...Oops. Uh, sorry. I forgot that you ARE a "kid". But remember, just because someone is bigger, it doesn't mean they're stronger or faster.

The Hunter Drone is rather easy to defeat, The Drone's attack pattern consists of firing lasers from its head and jumping to try and get out of the way of attacks. Keep right and the level is complete.

Souvenir: Robot Arm - Dropped by the Hunter Drone after defeating it. Collect it before exiting the level.

Level 2: Krakken Lake

Section 1: Fishing Dock

Grandpa Max: This may be a KEY area if you get my drift. I know the warehouse holds some important items and you'll need to open a gate to gain access to it. Keep your wits about you, Ben, you've gotta get inside the dock warehouse before the Krakken becomes angry.

The player might want to move left from the start this time, down the dock and past some enemies there is a Key that opens the next area. Be careful, as the Krakken will most likely appear from under the dock and attack. It can kill Ben and any of his Aliens in one hit, so it's best to keep moving, or if it appears, jump on top of a large stack of crates, as it cannot reach there.

Souvenir: Hydraulic Pump - as XLR8, jump near the crate before the exit of this section to enter Section 2.

Section 2: Yacht

Grandpa Max: XLR8 might come in handy for crossing the water, and retrieving the Hydraulic Control Unit on Jonah's boat. This section is only accessible if you have XLR8, simply run to the right of the screen while morphed into XLR8 to retrieve the item. Run back to the other side of the screen and you'll be warped into The Warehouse.

Section 3: Warehouse

Grandpa Max: It's important to find where Jonah and his henchmen put those eggs. Check out ALL the crates, you've only got so much time to get all the Krakken eggs back into the water.

Break the crates and drop all 10 Krakken Eggs into the water through the hole on the other side of the room. Once the timer reaches 117, Jonah will break down the back wall and attack.

Ben needs to collect the Diving Gear near the beginning of this area to be capable of defeating Jonah, alternatively, Ripjaws can be used.

Section 4: Underwater (Boss Battle)

The battle with Jonah takes place underwater, he's in his mech suit. While Ben is either using the Diving Gear or morphed into Ripjaws, this battle is very easy even as Ben, just smack him repeatedly and he won't have much of a chance to attack.

Level 3: Big Apple

Section 1: Tunnel

Grandpa Max: Hey Ben, it looks like a gang of misguided youngsters are causing trouble in the traffic tunnel. After you take care of those kids, you'll need to find a way to the subway.

After Max's dialogue ends, Kevin runs up and says "Oh ho ho, you do NOT want to make me mad." and runs away. After defeating the delinquent ahead, climb up the ladder. After a bit of skillful climbing, jumping and grabbing poles, the player can make it over the huge rubble pile, then fall down into the open grate to enter Section 2.

Section 2: Subway

Grandpa Max: The Subway can be a dangerous place, you'll need to pick up as many items as you can, but be careful.

Kevin taunts the player again a couple of times in this level, keep heading right, collecting more objects and defeating more enemies.

Souvenir: Subway Switch - Break the grate with Wildmutt's picture next to it, it will open a small room where you can collect the Souvenir.

Section 3: NYC Streets (Boss Battle)

Grandpa Max: Hmm, you'll need to be street smart here. Use your brain power Ben, but watch out for Kevin 11, since he can morph into the same aliens as you.

Very straightforward level, fight a few enemies, collect a few objects, and defeat Kevin. If morphed into an Alien, Kevin will be using that same alien.

Level 4: Mummy Dearest

Section 1: Grand Entrance

Grandpa Max: You'll need to get control over the creatures that Dr. Animo is commanding, and I'm pretty sure you'll need Stinkfly's help.

Dr. Animo will run toward Ben, taunting him by shouting "You are very persistent, I HATE persistent.", then Mutant Scarabs will start falling from the ceiling. The player will have to defeat all the Scarabs before they can exit the level. Stinkfly (or Ghostfreak) is required in order to be able to collect all of the items in this stage. Otherwise, continue right.

Section 2: Basement

Grandpa Max: You'll need to find a way to open a door, and you're gonna need a lot of help from that watch.

Dr. Animo taunts Ben again, anyway, this section is several walkways stacked on top of each other, only the one below the starting point matters, jump down there, and you'll see poles sticking out of the wall. Have Ben jump and swing on these to get over to where the Key is, defeat all the enemies, and head through the door.

Section 3: Park

Grandpa Max: Stay away from the Scorpions, Ben, or this is not gonna be pretty.

Max is right, those Scorpions are bad news. After some more of Dr. Animo's taunting, the player will need to be careful, as those Giant Scorpions can defeat Ben very fast. The best way to go about it is to muscle through the first one, collect a Gold Sumo Slammer Card, and head back. Morph into something, Alternatively Ben can grab the tapestries on the light poles, and branches to get over. Keep heading right.

Section 4: Capital (Boss Battle)

Grandpa Max: Be careful in here Ben, there's a lot of weird things waiting for you.

There are a handful of Mutant Scarabs and Giant Scorpions in here, it's best to morph into something. After all enemies have been defeated, Dr. Animo will come out riding his Mutant Frog, it can punch and throw goo at the player, but it's rather easy to defeat. After the Mutant Frog has been defeated Animo himself will try and attack, but since his health is already mostly depleted, he goes down in one hit.

Souvenir: Animo's Helmet - Dropped by the Dr. Animo after defeating him. Collect it before exiting the level.

Level 5: Carnival Creeps

Section 1: Midway

Grandpa Max: I like carnivals, except with guys like Acid Breath around I'm not so sure, it might be a good idea to give your enemies a smaller target here.

After Max finishes talking, Zombozo runs up and laughs at Ben, anyway, this level is very simple. Run forward and dodge the clown noses and bottles being thrown from the right of the screen.

Nearing the end, the player will find that Acid Breath was the one throwing the objects, defeat him and exit this section.

Section 2: Behind The Scenes

Grandpa Max: Ben, be careful, you don't know what tricks he's got up his sleeve.

This level is very short as well if the player is not going for collecting all the items, it's possible to just run through, defeat Thumbskull and be done with it.

Section 3: House of Horrors

Grandpa Max: It looks like it would be easy to get lost in that maze, there must be a secret area nearby. Ghostfreak might be very helpful here.

This is an upward maze, full of Zombies, and worst of all, Frightwig is waiting and ready to fight at the exit. There are two ways of completing this area.

One: The hard way. Run through the maze and figure out what ladders go where; defeat Frightwig and move on.

Two: The easy way. Turn into Ghostfreak, phase through the floors, defeat Frightwig and move on.

Souvenir: Clown Mask - As Ghostfreak, phase through the gate near the small picture of Ghostfreak to collect the Souvenir.

Section 4: Big Top (Boss Battle)

Grandpa Max: I don't like the look of that Zombozo character, Ben. Focus on one thing at a time, disable the cannons, THEN deal with Zombozo.

Ben's going to need to become a trapeze artist before he fights Zombozo. To turn off the cannons on either side of the room, climb up the pole and swing from the trapeze to the other side, flip the switch and Zombozo should come out to fight. Defeat him and it's off to the next level.

Level 6: Gray Buffet

Section 1: Porch

Grandpa Max: There's lots of very strange characters here. You can't escape them whether you're high or low. Remember, you've gotta find your Grandmother's old broach.

You can either stay on the ground, where there will be Limax waiting for Ben and stretchy arms coming out from the bushes. You can climb to the rooftops, where there will also be stretchy arms coming up to try and kill him, or you can morph into a flyer and dodge it all.

If you stay on the ground level, you'll need to make use of the Water Pistol items that are littered in the area, you need those to defeat any Limax, as you can't hurt them any other way. Continue screen right regardless.

Souvenir: Grandma's Broach - As Heatblast, burn down the fence at the beginning of the level to collect the Souvenir.

Section 2: Town

Grandpa Max: The Limax are in force here, but they have a weak spot. So I hope you're a good shot with a Water Pistol, Ben, because you're gonna need to be.

This level is extremely short, just defeat a few Limax with the Water Pistol.

Section 3: Mother Ship

Grandpa Max: Ben, this area has lots of elevators, it can get real confusing. You've gotta take the humanoid pods out of the Mother Ship before it takes off.

The next section starts immediately and is a race against the timer. It would be wise to not use any aliens here because you can't attack the Limax in any form, you need to use the Water Pistols.

Using the various elevators, track down several pods and bring them back to the top of the ship, and drop them in the designated drop zones.

Level 7: Charm School

Section 1: Catacombs

Grandpa Max: Now this is REALLY creepy, and you have to find your way through the maze of booby traps and get to the bottom floor. ...Hey, don't ask me to help you on this one, I'm WAY too big.

Ben has to traverse through a series of catacombs, all the while dealing with various traps like fireballs and knives flying through the air, ladders that break under Ben's weight, and chandeliers that can fall. It would be wise to use Grey Matter for this level, as he's a smaller target, weighs less so he won't break the ladders, and he's required to access the Souvenir for this stage.

Reach the bottom floor, then climb the tall ladder to the far right of the map to beat this section.

Souvenir: Magical Rod - Grey Matter is needed to fit through the gap in the wall where this Souvenir is.

Section 2: Cathedral

Grandpa Max: More creepy creatures here. You're gonna need help, Ben. If you can get past these guys, make your way to the Bell Tower and ring the bell.

Inside the Cathedral, you'll encounter some Possessed Armor and more Reanimated Prehistoric Skeletons. Make your way to the right, climb the ladder, and ring the bell, then exit through the nearby door that just opened.

Section 3: Attic

Grandpa Max: It's always a good idea to meet the enemy eye-to-eye. So why don't you get on their level?

Inside the attic, concrete Gargoyles will fly around an attack, so it'd be a good idea to use Stinkfly or Ghostfreak against them. This whole room is essentially just "Move right, defeat Gargoyles, jump over the occasional table, and repeat" until you reach a stained glass window at the end of this hallway. Break it and head outside.

Section 4: Cemetery (Boss Battle)

Grandpa Max: Sometimes you gotta fight fire with fire, Ben. Think about your enemy's abilities here.

After an awkward landing from out of a tree, Ben finds himself in a graveyard. A handful of enemies and some large graves stand in his way. Use Heatblast, he's your best bet for fighting Hex.

Level 8: Power Drain

Section 1: Sparksville

Grandpa Max: I don't have too much advice for you here, Ben. Deal with the Megawatts the best way you know how. And try not to get electrocuted.

Your first step should be to transform into Diamondhead if you have his card. He's completely invincible to the Megawatts' electricity. Clear the area of Megawatts and continue screen right.

Section 2: Sub Station

Grandpa Max: There's some big transformers here that look like they could conduct quite a bit of electricity. That could come in handy.

More of the same. Either fight or avoid the Megawatts, and go into the elevator to reach the next part.

Section 3: Dam

Grandpa Max: This place looks a little ramshackled. It might be a good idea to UPGRADE this technology.

Transform into Upgrade and attack the gate to the right, after a few attacks it will open, revealing the next Souvenir. Fight all the enemies and continue screen left.

Souvenir: Uranium - As Upgrade, open the door to the far right of the level to collect the Souvenir.

Section 4: Power Station

Grandpa Max: If I remember my chemistry correctly, diamonds are a poor conductor of electricity, right? That could be important.

Once again, just defeat more Megawatts. That's it.

Level 9: Mine Games

Section 1: Water Towers

Grandpa Max: You'll need to investigate the Water Tower. And the rungs on its ladder don't look very sturdy. It might be safer if you weighed less.

To climb these ladders, you're gonna need Grey Matter. Kraab shows his ugly mug a couple of times and tries to attack, but you can't fight him yet. When you get to the top of the first Water Tower, you can turn into Ripjaws and jump inside a hole, where the Souvenir is. Only Ripjaws can visit this section. You'll be warped to the next section immediately.

Souvenir: Nozzle - As Ripjaws, jump into the first Water Tower.

Section 2: Ore Cars

Grandpa Max: You'll need to avoid some dangerous boulders, and then you'll be ON THE RIGHT TRACK. Don't fall in the pit...Hey! Now there's an idea!

From this hill, Kraab starts rolling boulders toward Ben. He'll disappear if Ben gets close enough. Try your best to avoid Kraab for right now, and make your way to the end of the rails.

Section 3: Smelter

Grandpa Max:

Section 4: Pit

Grandpa Max:

Level 10: Showdown

Section 1: Desert

Grandpa Max:

Section 2: Rocky Cliffs

Grandpa Max:

Section 3: Ghost Town

This is it, the final battle. Vilgax has set Omni-Release Devices all throughout the stage. If hit by one of these, the Omnitrix will be disabled. There are two ways around this.

One: The Legit Method. Collect all 9 Souvenirs in the previous stages to have Max create the Omni-Shield device, it will automatically be used when this section is entered, and the Omni-Release Devices will not work.

Two: This method is harder and more tedious, but works if the player does not have all the Souvenirs for one reason or another. Holding Up and pressing Jump will extend the jump much higher, this can be used to get a transformation through the Omni-Release Devices, Stay to the far right of the screen and attack Vilgax, just don't jump while near him or he will knock Ben back, one-shotting him.

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