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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

The Highbreed Wars[1] is the first story arc in Ben 10: Alien Force. It revolves around the universe-wide xenocidal rampage orchestrated by the Highbreed.

Alien Force[]

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Ben 10 Returns: Part 1[]

At a DNAlien lair, a DNAlien contacted the Highbreed Commander and informed him that someone had been leaking details of their secret operations to the authorities for several months now. The DNAlien told him that they found the source of the leak and showed a holographic image of Max Tennyson. The Highbreed Commander ordered the DNAliens to go out and destroy Max once and for all so that they could continue with their plans.

After winning a soccer game, Ben rode his bike over to a trailer park where Max's RV was and knocked on the door. Unknown to him, there was a mysterious man hiding in the trees nearby, spying on him. Since no one answered the door, Ben looked through one of the RV's windows and saw that the lights were all turned off. He picked up a rock and grabbed the key underneath it to open the RV's door and go inside. As he entered, he saw all of Max's clothes and other items scattered along the floor and wondered what could have happened. He heard a noise coming from the bathroom, so he walked over and opened the bathroom door, but there was no one in there.

A DNAlien suddenly appeared from behind and started to attack. Ben dodged his attack and instinctively slammed down on his wrist, but then remembered that he was no longer wearing the Omnitrix. The DNAlien continued to attack, but Ben continued dodging his attacks. The DNAlien lost sight of Ben for a moment but spotted one of Ben's shoes on the ground. The DNAlien thought he found him again, but as he approached the shoe, he realized that Ben was not there. Ben took advantage of the situation and came out from behind the DNAlien, tapped it on the shoulder and sprayed it in the face with a fire extinguisher, forcing it to escape by jumping out of the RV's front windshield.

Ben wondered what the DNAlien was looking for and flipped a few switches on the RV's dashboard. As he did so, a secret compartment containing a device popped out from the wall. As soon as Ben grabbed it, a pre-recorded holographic video of Max starts playing. In the recording, Max told him that he was in a bit of a situation, but Ben shouldn't worry. He continued to say that there was renewed alien activity on Earth and that he was investigating. Max also said that he had the Omnitrix, that it was completely safe and that the aliens would never find it. After listening to Max's recording, Ben rushed over to his house and went straight to his room to see if what Max said about the Omnitrix was true. He opened a cardboard box and found the Omnitrix still in there, leaving Ben confused as to what Max was trying to tell him.

Later, Ben visited Gwen at her school's gymnasium to show her the recording Max left him. Ben thought Max was telling him to put on the Omnitrix again, but Gwen told him that Max always said it was his choice if he wanted to put it back on. Ben said he used to love wearing the Omnitrix, since it made him feel special, but Gwen told him it was not the Omnitrix that was special, it was him. She warned him that if he put it back on, it would be the end of his normal teenage life. Ben thought that Max needed his help, but Gwen said that Max told him he was safe in the recording.

While they were talking, the mysterious man from before entered the gym and told him that the Omnitrix doesn't belong to Ben and wanted him to give it to him. Ben and Gwen ran towards the exits to try to leave the school, but the doors were locked. The mysterious man caught up to them, asking for the Omnitrix, and pulled off his ID Mask to reveal his true identity as an alien being named Magister Labrid. Ben tried to run, but Labrid stopped him by shooting his laser gun. To protect herself and Ben, Gwen used her greatly strengthened and amplified abilities to attack Labrid and capture him in a glowing fuchsia energy hold. Ben wanted to know why he was attacking them, and Labrid replied by saying he was a member of the Plumbers. Ben told him that his grandfather Max used to be a Plumber. Labrid told them Max was working with him on a case but went missing. Gwen said that they were also looking for Max. Labrid then realized that Ben was the "legendary" Ben Tennyson. He attacked them earlier because he thought he was just some kid stealing the Omnitrix and apologized to them. Labrid promised to help them look for Max, so Gwen released him from the energy hold. Ben took out the Omnitrix and thought it over one last time. Gwen asked him if he was sure, and Ben put it back on and told her that he was.

Afterwards, Ben, Gwen and Labrid went to an abandoned train station, where the Forever Knights were supposed to receive a shipment of illegal alien technology, according to a tip from Max. Gwen asked Labrid who they were getting the shipment from, but he said he didn't know, since Max went missing before he could tell him. As they hid behind some nearby crates, two shipment trucks arrived, followed by a green muscle car. Kevin stepped out from the green car, and Ben and Gwen instantly recognized him. One of the Forever Knights gave Kevin a briefcase full of money, and Kevin signaled one of his companions to unload the alien technology from the truck. Kevin opened one of the briefcases containing one of the alien weapons called a Laser Lance. As proof that it worked, he fired at one of the empty trains nearby.

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Ben and the Omnitrix

Magister Labrid became enraged at the fact that the laser lances were on Earth since they are Level 5 technology, while Earth is a Level 2 planet. Labrid walked over to them, followed by Ben and Gwen, and told them they were all under arrest. The humans supplying the alien weapons revealed themselves to be DNAliens, so Labrid fired his laser gun along the ground, creating a small fire between them so they couldn't get too close. Ben then told him that they were also surrounded by the Forever Knights behind them. Ben tried to transform to battle them, to no avail as the display had turned dark blue. He tried turning the dial, but it still wouldn't work. Gwen used her powers to push back the Forever Knights, but they got back up again started firing their Laser Lances at them. She put up an energy shield.

Labrid was covered by the DNAliens' spit and was unable to move. Ben was then chased by one of the DNAliens, but stopped him by dumping a pile of wooden sticks on him. He tried to get the Omnitrix to work again. Gwen pushed back a few of the Forever Knights but ended up getting stuck in the DNAliens' spit and became unable to move, like Labrid. Meanwhile, the Omnitrix transformed and reshaped itself on Ben's wrist. Ben turned the dial on the Omnitrix, and a hologram of the different aliens was displayed, but Ben didn't recognize any of the aliens. He chose one at random and transformed into Swampfire, a smelly plant-like alien that can shoot fire and has the ability to regenerate himself.

Swampfire easily defeated a few of the DNAliens, but two of them tried to escape by driving away in the truck. Swampfire ripped out a metal post from the ground and hit the truck with it, preventing them from escaping. The Forever Knights tried shooting their Laser Lances at him, but the lasers had no effect, as they just went right through him. One of the lasers ended up cutting off Swampfire's right arm, but he was able to reattach the severed limb back to his body. Swampfire punched away the Forever Knights, but Kevin stepped in to confront him about trapping him in the Null Void five years ago and for ruining his deal with the Forever Knights, so now he wanted revenge. He absorbed some of the metal from the railroad tracks and made his body completely metallic. While Swampfire and Kevin fought, the Forever Knights drove away with their shipment of Laser Lances and the DNAliens escaped with the money.

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Kevin testing the Laser Lances

To try and defeat Swampfire, Kevin picked up a train cart, but before he was able to throw it, Swampfire shot fire at it, causing it to explode, leaving Kevin unconscious. When he woke up, he found himself bound by aqua-green energy cuffs, so he could not use his powers. Ben told Kevin that the Forever Knights got away with the Laser Lances. Since Kevin set up the deal, Labrid wanted him to tell him where they were. Since he never got paid, Kevin agreed to help them find the Forever Knights and they all headed for the Forever Knights' headquarters in Kevin's car.

They reached a large castle, where the Forever Knights were supposed to be. Gwen used her powers to forcefully lower the drawbridge so they could get in. Since no one was inside, Gwen asked Kevin if they were at the right place. He told them to be on the lookout for a hidden door. Ben looked around and saw a lot of empty medieval armor suits, similar to the ones the Forever Knights wore. He accidentally bumped into one and barely managed to avoid getting hit by it. However, the sound of the armor crashing on the floor woke up a huge dragon creature, ready to attack them.

Ben 10 Returns: Part 2[]

Ben, Gwen, Kevin and Magister Labrid were on the run from the Mech Dragon, but they soon ran into the Forever Knights. Kevin confronted them first by absorbing some of the rock from the walls and lifting up part of the floor and slamming it back down, sending a shock wave towards the Forever Knights and making them fall. The Forever Knights got back up and fired their Laser Lances at them, so Gwen put up a shield to protect herself, Ben, Labrid and Kevin. Ben saw the dragon trying to attack them again, so he transformed into another new alien, Echo Echo, who has the ability to duplicate himself and produce sonic blasts. Echo Echo duplicated himself several times so he and his clones could knock down the dragon.

Meanwhile, as Kevin finished getting rid of some of the Forever Knights, one of them was about to shoot him from behind, but Magister Labrid saw him and shot his laser gun at him first. As a result, the Forever Knight's Laser Lance got damaged, and Labrid warned him not to use it, but the Forever Knight ignored him and tried to use it anyway. It exploded due to the damage, killing him. Labrid was able to push Kevin away from the explosion in order to save him. Kevin then said he owed him one for saving his life. Kevin, Gwen and Magister Labrid managed to defeat the remaining Forever Knights, but Echo Echo was unable to defeat the dragon creature, so he and his clones used their sonic screams to defeat it. Magister Labrid gathered up all Laser Lances in one huge pile so that Echo Echo could destroy them with his screams.

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Magister Labrid falls to the floor in pain

It turned out that Labrid was injured while saving Kevin, causing a blue liquid to start leaking from his Plumber Suit. Labrid fell to the floor in pain, and Ben, Gwen and Kevin wanted to help him, but he said there was no time. Labrid wanted them to finish the mission and figure out where the Level 5 technology was coming from. Labrid told them that if they solved the case, they may find out where Max was, as well as the alien conspiracy he was investigating. Ben said he didn't know how to do it without Max, but Magister told him he is Ben Tennyson, so he can do anything. Magister Labrid then died, leaving just his empty suit. Motivated by Magister's last words, Ben was determined to finish the mission and asked Kevin for his help.

The three of them went outside, where Gwen used her powers to levitate and traced the vibrations from the Laser Lance that Kevin kept as a souvenir back to the people who used to own it, while Ben and Kevin waited in the car. Soon, the Laser Lance started moving forward, so Gwen told Kevin and Ben to follow her. They arrived at a mine shaft and hid from the security guard that was watching the entrance. Before Ben and Gwen could even come up with a plan to get past the guard, Kevin had already punched him out so they could get in. Gwen thought Kevin hit him too hard but took off the guard's ID Mask, revealing his true identity as a DNAlien, and gave the mask to Ben. As they rid the elevator down to the mine below, they saw several DNAliens working there and a large spaceship in a DNAlien hideout. Ben was positive that Max was in that ship, so he decided to use the ID Mask they stole earlier to disguise himself as a DNAlien. Gwen grabbed a mining cart so that they could all sneak past the DNAliens. Once they were away from the other DNAliens, Ben took off the mask to return to normal and asked Gwen to use her powers to see if Max was inside the spaceship.

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Ben with the ID Mask

She told Ben that Max may have been there a couple weeks ago, but he was not there now. Kevin asked him if they should just leave then, but Ben told him they were not finished yet. As they walked inside the spaceship, Kevin found the weapons room where all the Laser Lances were kept, so Gwen used her powers to destroy them. However, they made too much noise, and soon they were attacked by the DNAliens.

Ben transformed into another new alien, Humungousaur, and he, along with Gwen and Kevin, began attacking the DNAliens until they were all defeated. Now that the DNAliens were defeated and the alien weapons were destroyed, Gwen suggested that they all leave, and Ben agreed. Before they can leave, they were confronted by a Highbreed, who ordered them to get off his ship. Gwen and Kevin tried to defend themselves against the Highbreed, but he was too strong. Humungousaur told them to escape while he kept the Highbreed busy. Gwen wanted to stay and help, but, on Ben's command, Kevin grabbed her and took her outside.

The Highbreed commander proved to be too strong and powerful for Humungousaur and told him he ruined all his plans and now had to move his ship, find a new hideout and sterilize the area by destroying all life within five miles. The Highbreed threw Humungousaur off the ship, but before he hit the ground, Gwen caught him with her powers to soften the landing. He told them that the Highbreed was going to destroy the town somehow unless he was stopped. Afterwards, the spaceship prepared to launch, so Gwen created a shield to protect themselves from the blast. Before they ship could take off, Humungousaur increased his size and grabbed onto the ship. As the ship reached the city, the DNAliens controlling it inside started firing the ship's large laser cannon, destroying everything in its path.

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Humungousaur destroying the ship

Humungousaur saw that the cannon was headed towards a hospital, so he tried desperately to punch a hole in the side of the ship and rip out all the wires to disable the cannon. He was successful in disabling the cannon but lost his grip on the ship and plummeted to the ground below, creating a huge crater, and then turned back to normal. Due to the damage Humungousaur did, the spaceship crashesd and exploded in an empty area nearby.

Now that the DNAliens were gone, Ben wanted to solve the case Max was working on so that they could find him. He thanked Kevin for all his help, but Kevin said he wanted to continue helping them until the end, since he made a promise to Magister Labrid.

Elsewhere, a DNAliens contacted the Highbreed Commander and told him that Max had continued to evade them, as well as the fact that their supply ship was destroyed by Ben and that he had the Omnitrix. The Highbreed Commander said that Ben had no idea what he was up against this time, as the camera panned out to reveal hundreds of DNAliens.

Everybody Talks About the Weather[]

Out in the country, on a farm, a farmer working in the cornfields saw a Pyronite fly by as he was being chased by two police officers on foot. One of them contacted the other officer in a police car nearby and confirmed that the firetruck they had prepared would be ready when the Pyronite got there. The Pyronite continued to blaze through the sky with a police car in pursuit, but accidentally crashed into a scarecrow sticking up from the cornfields, causing him to fall to the ground. As he recovered, Sheriff Mason and his two subordinates brought the firetruck and immediately sprayed the Pyronite with water from the fire hose. However, it was not enough water and only served to make the Pyronite mad. He shot a fireball at the firetruck, destroying it. The officers were shocked, as the Pyronite asked them to leave him alone. Another police car came out from the cornfields and crashed into the Pyronite, which knocked him unconscious as he reverted to his human form.

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The Pyronite kid, Alan Albright

As he regained consciousness, the Pyronite kid, Alan Albright, found himself handcuffed in an ice warehouse, as he was being questioned by Sheriff Mason. He told Alan that there had been a series of fires all over Grover's Mill and thought Alan was the culprit, but Alan insisted that he was innocent. However, Mason didn't believe him, and since Alan refused to say anything else, Mason took Alan's Plumber Badge from his chest. Alan told Mason to give it back to him, since his father gave it to him, but Mason wanted him to tell him what it was first. Alan refused, so Mason decided to take the badge and leave him locked in the ice room and told Officer Wells to leave him in there until a judge could decide what to do with him. As the sheriff put the badge on his desk, the badge started flashing and beeping.

While Ben, Gwen and Kevin were on the road, Kevin's Plumber Badge started ringing. After it stopped ringing, a holographic map popped up, and Ben thought it may be a GPS for other badges. Kevin wondered why one of them was flashing, so Ben thought it might be a message from Max trying to tell them where he was. So, Kevin decided that it was worth breaking the speed limit and turned left on the highway to go to Grover's Mill, where the badge was flashing.

At the ice warehouse, Alan tried to turn into a Pyronite to break free of his confinement, but it was too cold. So, he decided to spit on the handcuffs, which melted them, thanks to his Pyronite powers. Officer Wells had fallen asleep, so Alan used the opportunity to transform into a Pyronite and burned a hole in the wall to escape. Ben, Gwen and Kevin arrived afterwards at the ice warehouse, since that was where the map led them. They saw the hole in the wall that Alan made and wondered what happened. As they went inside, they found Alan's flashing Plumber's badge, and Ben thought Max was still out there chasing whatever made the hole in the wall.

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Jetray chasing Alan

Sheriff Mason and three police officers looked for Alan in the cornfields again, as Alan tried to hide from them underneath a tractor. They soon found him and tried to arrest him again, but Alan became furious and unleashes a powerful fire attack, knocking the sheriff and his subordinates unconscious. Alan tried to check on the sheriff to see if he was okay, but Gwen used her powers to prevent Alan from touching him, while Ben transformed into Jetray. Alan tried to fight off Jetray in the air, but in the end, Jetray sent Alan crashing back down to the ground. Ben reverted to his human form and asked Alan if he had seen Max, but Alan didn't know what he was talking about. While they were talking, Sheriff Mason and his assistants found them and assumed that Ben was Alan's accomplice.

Ben and Alan tried to make a run for it by running through the cornfields. They were able to hide in a nearby barn, where Alan asked Ben why he helped him. Ben said he did it because he reminded him of himself. Alan told him that he only got his powers a couple of weeks ago and that he's only part-alien, since his mother is human.

Alan says he thought he was human until he woke up one morning and his bed was on fire. After his dad put out the fire, he explained everything to him. His father was a Plumber and gave him his badge, but Sheriff Mason took it away. Ben told him that he took it back and gave it to him. Alan explained to Ben how the sheriff thought he started all the fires, but Ben believed that it wasn't him. Gwen and Kevin met up with them again, and Ben made a drawing in the ground to show them what he saw while he was flying over the cornfields as Jetray earlier. He told them that the drawings were crop circles. Gwen thought they were actually circuit boards. She used her powers to get everyone high enough in the air to see the circuit boards. She thought the whole valley may be some kind of machine. Ben pointed out that he saw sparks in the distance and wanted to go take a closer look. As they did so, they saw men in suits activate the circuit boards to launch a large tower, which caused snow to start falling.

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The Weather Machine

Sheriff Mason and his assistants arrived, thinking Alan built the machine to steal all the heat to feed his powers, but Alan tried to tell him he had nothing to do with it. Officer Wells tried to keep Alan away from the sheriff by pointing his rifle at him, but Kevin grabbed it to absorb its metallic properties and broke it. The sheriff concluded that they're all freaks, but Ben tried to calm him down. However, the men in suits interrupted and froze the assistant officers. Before they could do the same to the sheriff and the others, Gwen used her powers to protect them, while Ben transformed into Swampfire and attacked them. Together, Ben, Gwen, Kevin and the sheriff were able to defend themselves. When Swampfire ripped off the helmet from one of them, he realized that they were actually DNAliens.

The DNAlien told them who they were and that they would destroy them all, but Swampfire just punched him out. Afterwards, Swampfire remembered how cold it was on their ship, so he thought they needed cold weather to survive, which is why they built the tower to produce snow. While Ben, Gwen and Kevin were busy talking, a DNAlien hiding in the cornfield froze them. The sheriff tried to defend himself, but he, too, was frozen, leaving only Alan. The DNAlien tried to use his freeze gun on Alan, but it had no effect, even after using it at maximum power. However, he was soon surrounded by five more DNAliens.

Swampfire was able to thaw himself out of the ice and went to help Alan by using the cornfields to capture the DNAliens and defeat them. However, there were more DNAliens at the top of the weather tower. Swampfire asked Alan to take care of the ones at the top so that he could get close, but Alan didn't think he could do it, since he was bad at flying. Swampfire told him he had trouble at first, too, so he taught him a trick he learned by using a piece of rock to stand on so that he could fly better. After Alan took out the DNAliens, Swampfire got close enough to the tower to knock it over and destroy it, restoring the weather back to normal. Afterwards, Alan used his Pyronite powers to free everyone from suspended animation. Ben told the sheriff that it was Alan who defeated the aliens, destroyed the weather tower and saved everyone.

Ben asked Alan to join their team so that he could help them fight off aliens, but the sheriff told him he can't, since Alan would be busy helping him fight off any other aliens that might still be around town. However, Alan told Ben to call him anytime they needed him.

Max Out[]

Gwen asked for Ben and Kevin's help in locating her brother, Ken. After interrogating several DNAliens in Santa Mira, they were led to a hatchery where another weather tower had been set up, causing the town's dreary weather. Meanwhile, Ken was being interrogated by a DNAlien who allowed a parasite, called a Xenocite, to attach itself to Ken. Later, Max mounted a rescue and discovered Ken had partially transformed into a DNAlien who incapacitated Max and called for guards.

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Gwen's brother, Ken

When Gwen saw her brother almost completely changed into a DNAlien, she restrained him and prevented him from being attacked by Ben and Kevin. The Omnitrix, speaking for the first time, after having reacted strangely to the Xenocite slime earlier in the episode, scanned Ken and reports that his DNA was corrupted and inquired if they wished it to reverse the damage. At Ben's confirmation, it restored Ken to his human form. Ken aided them in rescuing Max, who revealed that he'd been keeping up to date with all of their experiences since his disappearance. While Max went to shut down the Hatchery, Ken helped the others destroy the DNAliens' shipment of Xenocite eggs.

Later, the four met up with Max and, after a tear-jerking meeting, Max proceeded to destroy the Xenocite machine while the others destroyed the trucks meant to ship the Xenocites all over the country.

After doing so, the five confronted the head Highbreed. Max stated that the Highbreed's operation was over with the Xenocite machine destroyed, his DNAlien troops sucked into the Null Void, and the trucks destroyed. The Highbreed stated that more trucks were on their way, along with a replacement for the egg machine, and pointed out the hordes of DNAliens at his command. Left with no other option, Max turned his Null Void Projector into a grenade which would vaporize everything within a half-mile radius while Gwen projected a shield for herself, Ben, Kevin, and Ken as Max detonated his makeshift bomb. The team was left in the crater that was Santa Mira and promised to finish what Max started.

Plumbers' Helpers[]

After capturing a DNAlien, Manny tried to cheer up Helen, but to no avail and they argued about Pierce and how he and Manny argued in every single mission. Suddenly, their alien scanner pointed out Ben, Gwen, and Kevin and Manny believed that they were aliens, so he set a truck on fire to prove his theory. Then they captured Kevin in hopes it would lure Ben and Gwen to them. After they fought, Helen realized that they were not the enemy and that they also had been sending the wrong aliens into the Null Void. Helen also declared that she and Manny had to go to the Null Void and rescue those who weren't meant to be there and Manny was against the idea until Helen told him that it was what Pierce would've done.

Darkstar Rising[]

When the team arrived to stop Forever Knight activity, they realized that it was bait meant to lure them into getting arrested for impersonating Plumbers by Magister Prior Gilhil. They were then prohibited from continuing their investigations into the Highbreed, and Magister Prior Gilhil took Kevin's badge away.

Meanwhile, a masked figure broke into a DNAlien hideout and fought the Highbreed lord. He absorbed some of the Highbreed's power so the Highbreed would listen to what he was about to say. He ordered the Highbreed to go attack Gwen and Kevin who were in Kevin's garage, which he did. He knocked Kevin out while he was trying to prevent Gwen from getting killed. Ben arrived as Humungousaur and threw the Highbreed. Then, Magister Gilhil came and put them under arrest for impersonating Plumbers, but they soon were attacked by the same masked figure who tried to absorb all their powers and captured them, while Gwen escaped.

The masked figure took all of them (except Gwen) to his hideout where he revealed to them his true identity, Michael Morningstar, who now called himself Darkstar. As a result of his defeat in All That Glitters, he had gained a zombified appearance and his powers were greatly amplified and thus needed even more power to feed his burning hunger. He tried to absorb all of their powers. Then, Gwen came in with an army of DNAliens who beat up Darkstar along with Ben, Gwen, Kevin and the Magister. After Ben defeated him, they realize the Highbreed and the DNAliens escaped. Magister Gilhil gave Kevin his badge back and told the group that now they were the ones in charge of protecting Earth.

Alone Together[]

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Ben and Reinrassig III in Turrawuste

When the team fought a Highbreed named Reinrassig III, Kevin accidentally activated a teleporter pod, zapping Ben and Reinrassig into the stream. They ended up on a desert planet called Turrawuste that acted as a routing station for the teleporter. The pair were forced to work together to fend off the dangerous predators on the planet while making their way to the routing station such as a Dravek and Dasypodidae, much to Reinrassig's chagrin. As they made their way across the desert, Reinrassig saved Ben from danger several times, even risking his own life to do so. After reaching the teleporter pod, Reinrassig stayed behind, having deemed himself contaminated by Ben and thus a risk to the purity of his species.


Ben, Gwen and Kevin destroyed a teleporter they were working on and needed help repairing it. Kevin suggested Cooper, the young boy who had helped the Tennysons in the past. Unfortunately, Cooper had been kidnapped by the DNAliens. They tracked him to Los Soledad, the abandoned military base where Professor Paradox built his time machine. They discovered that the Highbreed had erected a cloaking field, built by Cooper over the area, concealing a mysterious arch-like device. They freed Cooper and had him destroy the cloaking generator, during which he had visions of the arch acting as a gateway for a fleet of ships and the Earth being destroyed. Despite Cooper destroying the generator, the Highbreed managed to repair it and continued their operations unhindered.

Birds of a Feather[]

Ben, Gwen, and Kevin were surrounded by a large group of DNAliens near a forest. Ben used Spidermonkey to face them off. As Gwen and Kevin had a hard time handling them, they noticed Spidermonkey fought the DNAliens more proficiently than usual. When Kevin said, "Man, I have never seen you fight like that", Spidermonkey didn't answer, making them realize that it wasn't Ben. Ben thanked the Arachnichimp, Simian, and wondered what he could do to make it up, but Simian wandered back into the forest.

Simian later confessed to Ben that he needed help in retrieving a crystal which was the symbol of monarchy on his planet. The crystal was being kept in a base on the moon. Ben offered his help, but Gwen and Kevin were skeptical. In the midst of the battle, Ben discovered that Simian had been lying, and that the crystal was actually powering an intergalactic communications station. By stealing it, Simian would prevent the Earth from calling for help against the Highbreed invasion. Ben tricked Simian into stealing a worthless acid dispenser instead, resulting in Simian having a very unpleasant encounter with the Highbreed that employed him.


While fighting one of the Highbreed, Ben's parents, Sandra and Carl, caught him transforming into Swampfire. They forbade him from using the Omnitrix after having proof of a black eye from the fight, forcing Gwen and Kevin to fight the DNAliens by themselves. After trying to sneak out as Echo Echo, Ben got grounded and was made to spill the beans about Gwen, getting her grounded, leaving Kevin alone. Kevin's trouble with the DNAliens and the Highbreed eventually pushed Ben over the edge, and he broke out of his house as Humungousaur in front of his parents to help. After a short battle aboard a small freighter carrying a rare isotope which the DNAliens planned on using, Ben's parents came to the rescue, admitting that they were proud of Ben and understood what he needed to do.


The DNAliens were drilling something in the cave when suddenly, the drill hit something. A DNAlien said that it was not one of their ships and that the workers found it buried there and the other DNAlien told it that the project must be completed and that the Highbreed had ordered that nothing would stand in their way. After she was roaming around in Bellwood, wrecking things, Ben, Gwen and Kevin found her. They had a battle with her, thinking she was working with the Highbreed until Gwen figured out that she was just a baby, and named her "Tiny". They defended her against the DNAliens who were after the power coupling, which Tiny had detached earlier. She later snuck in the cave to the spaceship to where her parents were in suspended animation in stasis pods for half a century because of the time machine experiment that happened in 1952. Throughout the episode, Tiny and Gwen built a close relationship. In fact, as Tiny and her parents left Earth, Tiny's first word was "Gwen".

Inside Man[]

A truck crashed in ditch somewhere in the middle of a desert, and a man walks out of the truck unharmed. His name is Tyler. He tried to hitch a ride with someone but was unsuccessful. He later walked all the way to the police station where he was questioned and accused of being completely mad, as he was talking about how aliens attacked and captured him and how they were here to invade the Earth. He was later put in a cell, and as he struggled to remember who he was and what he was supposed to be doing, he was attacked by the police who put him in there. They actually turned out to be DNAliens wearing ID Masks. They asked questions about what he had done with the "key", but he had no idea what they were talking about, as part of his memory was temporarily erased in the crash. Then, out of nowhere he seemed to have superhuman strength, as he took the metal coat that was in the cell and pinned the DNAliens to the wall with it. He escaped out of the police station only to find more DNAliens outside waiting for him. Kevin's car came and Kevin told him to get in.

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The trio helps Tyler

The trio then asked Tyler if he knew anything about an Oscillator Key, but Tyler just couldn't seem to remember. Suddenly, he did remember what it was, and he remembered where he left it too. Tyler directed Kevin to the ditch where he walked away from the wreck. Ben transformed into Chromastone and peeled the truck open to have a look at the Oscillator Key. Tyler told them he stole it from the aliens. As Chromastone looked at the Oscillator Key, a horde of DNAliens came out from behind it and attacked him. Ben, Gwen, and Kevin managed to hold them off, and Tyler remembered everything he was supposed to do. He also remembered the ultimate Highbreed plan to build a giant arch that would help lead to the end of the human race. Ben then realized why Tyler remembered is a DNAlien (wearing an ID Mask).

Tyler didn't understand why this had happened to him. He remembered that he was supposed to deliver the Oscillator Key to Los Soledad. Gwen realized that when Tyler was turned into a DNAlien, he kept his human personality with him, which meant that he was fighting the transformation the whole time. By extension, all of the humans that were turned into DNAliens were fighting back too, and all they had to do was find a way to reverse the transformation like Tyler did. Kevin quickly reminded them that they had to get the Oscillator Key out of sight before the DNAliens got it. Ben transformed into Humungousaur to take the Oscillator Key out of there, but then a DNAlien supply ship spotted them and sent down a tractor beam to retrieve it so Humungousaur expanded to 60 feet to get it away from them. He dropped the Oscillator Key back down in the ditch just as the DNAliens started coming out of the ship.

The trio and Tyler managed to fight off some of them, but soon a few DNAliens came and took Tyler so they could overwrite him, and he wouldn't remember anything. Kevin advised Ben to shoot the mirror that the tractor beam was being projected out of so the DNAliens would't have it, but Ben realized that it could also kill Tyler, who was declared expendable by Gwen and Kevin. So, Ben, as Jetray, saved Tyler from the DNAliens, letting them get away with the Oscillator Key. Gwen and Kevin got angry at Ben for the choice he made, but Ben said that he wasn't making any sacrifices even though Tyler told them he would sacrifice himself, so the Highbreed didn't finish their plan. Tyler then got upset because he thought that the Highbreed had won and that he was stuck as a DNAlien forever, but Ben used the Omnitrix to turn Tyler back to normal. Ben reminded everyone who was responsible for saving all of humanity; "And like it or not, I think it's us."

War of the Worlds: Part 1[]

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The team

The Highbreed had begun their attack on Galvan Prime. Before the planet was completely destroyed, Professor Paradox teleported Azmuth to Earth, despite some resistance from him. Paradox came to get Ben from soccer practice and they went to Mr. Smoothy to meet Gwen and Kevin. Paradox told them they had to destroy the Hyperspace Jump Gate to prevent the Highbreed from invading Earth with their ships.

Azmuth told Gwen and Kevin to leave to recruit more teammates with Professor Paradox while he talked to Ben in private. He told him the truth about the Omnitrix, saying that he could use it to revive any species including the human race. Deeming the Omnitrix too precious, Azmuth forbade Ben from participating in the final battle. Ben and Azmuth continued to argue until Azmuth relented, using his voice to unlock Master Control. Ben learned he could now become 1,000,903 different alien forms and he learned they were in sets of ten. Gwen, Kevin and Paradox arrived with the rest of the recruits, consisting of Alan, Cooper, Darkstar, Julie, and Ship. Together, they made their way to Los Soledad.

At Los Soledad, Ben transformed into Cannonbolt and they entered the cloaking field. A large army of DNAliens came out and a massive battle began. Darkstar began to take the DNAliens' powers until Cannonbolt came to stop him and started using the Omnitrix to cure the DNAliens. Ben tired himself out and reverted to human unconscious. After being woken up, Cooper, having seen how the Omnitrix cured the DNAliens, turned his suit into DNA Repair Guns, which could turn DNAliens to human. The massive battle continued while inside one of the temperature-altering towers, the Highbreed Commander wanted the group killed before they entered the tower. The other Highbreed began to activate the Jump Gate. The group tried to destroy the Jump Gate before Ben resorted to using Way Big. The gate activated, injuring Way Big and causing him to revert to Ben. He fell down to the ground unconscious as the Highbreed fleet arrived on Earth.

War of the Worlds: Part 2[]

Getting into the Highbreed headquarters, the gang fought the Highbreed and the DNAliens. When a Highbreed threatened to kill Kevin, an enraged Gwen transformed into her dormant Anodite form for the first time. She almost lost her humanity and wanted to defeat the entire Highbreed fleet but, upon hearing Kevin's vulnerable confession that he couldn't bear to lose her, she returned to normal, and they embraced. After discovering that the fleet could only be recalled by the Highbreed Supreme, Ben, Gwen, Kevin, Azmuth and Ship headed to Augstaka to confront him.

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End of the war

The Highbreed Supreme refused to recall the fleet, and Azmuth revealed that the Highbreed's obsession with genetic purity had resulted in sterility in their species. Thus, they intended to cleanse the galaxy of all life in retaliation. Using the Omnitrix, Ben sent out an energy wave that reprogrammed the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. Reinrassig III returned to convince the Highbreed Councilors that their new impurity was not undesirable and now they could live. He was then elected Highbreed Supreme and promptly declared an end to the war.


Through the war may have long been over, it left a legacy, the most immediate effect being the alteration of Highbreed DNA by fusing it with random species to repair their genetic damage.

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Highbreed Tree Monster

In If All Else Fails, an earthquake woke up a Highbreed officer who was put into stasis, only to be awakened if the Highbreed lost the war. Per his orders, he triggered a weapon of last resort meant to destroy Earth. Mind-controlling seeds took over Max and five others, using them as the brain for a living bomb that would end all life on the planet. The Highbreed officer refused to believe Ben's claims of peace and wouldn't divulge how to stop the creature. While Gwen and Kevin tried to slow it down, Ben enlisted the aid of Reinrassig III to get the Highbreed officer to cooperate. Unable to stop the monster from the outside, Ben, Gwen, and Kevin snuck inside the monster to destroy it within. They managed to save the humans being used as its brain, and the Highbreed officer sacrificed himself to dispose of the creature safely.

As a result of its destruction in War of the Worlds: Part 1, Galvan Prime was rebuilt into Galvan Mark II.

Ben's battles against the Highbreed and the DNAliens were partially documented by humans, which eventually led to Ben's identity being revealed by Jimmy Jones and allowing him to be a great ally.

After escaping Highbreed captivity sometime after Birds of a Feather, Simian brought a Xenocite to Aranhascimma which was eventually turned loose and started infecting its entire population, nearly bringing the Arachnichimps to impending extinction. The DNA Repair Guns did not work on them, as they were built to restore human DNA. The original Omnitrix was destroyed, and the Ultimatrix did not have the capability to repair genetic damage, so alternatives had to be used through Eunice and the equipment from her Galvan ship with an original Arachnichimp sample to restore its population.

A DNA weapon called the Highbreed Pulse Generator was left behind on Earth and had fallen into the hands of the Forever Knights. Thankfully, the weapon was neutralized by Ben as Juryrigg before it could be used to wipe out all of the alien inhabitants of Earth. Rather, the Highbreed Pulse Generator permanently altered the DNA of Will Harangue.


Story Arcs
Ben 10 Vilgax's Hunt for the OmnitrixZs'Skayr's Escape and RevengeForever King
Alien Force Highbreed WarsVilgax's Revenge
Ultimate Alien Aggregor's QuestUltimate KevinThe Return of Dagon
Omniverse The Faction ArcIncursean InvasionDuel of the DuplicatesGalactic MonstersRootersTime War