|This article belongs to the Classic Continuity|
Max Out is the seventh episode of Ben 10: Alien Force.
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 all be 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 Xenocite, to attach itself to Ken. Shortly after, Grandpa Max mounts a rescue and discovers Ken partially transformed into a DNAlien who 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 to destroy the trucks meant to ship the Xenocites all over the country while Max goes after the head Highbreed. Ben states that the Highbreed operation is over with the Xenocite 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 is left in the crater that was the town and leave to finish the work that Max started.
- Gwen's brother, Ken, is kidnapped by the DNAliens and is almost fused with a Xenocite.
- 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 is transported to the Null Void, although Ben's team believes he is dead now.
- 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.
- The Omnitrix reveals 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. It is also revealed to have the ability to converse with its wearer, using a digitized version of Ben's own voice.
- Edna (first appearance)
- Shem (first appearance)
- Moe (first appearance)
- Xenocites (first appearance)
- As of this episode, Humungousaur's voice is no longer electronically edited to sound deeper.
- Most of the DNAliens were killed in the explosion, but one survived.[DM 3]