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34497a3fe0ef52949a1ba8e99894ed69 This article belongs to the Classic Continuity

Max Out is the seventh episode of the first season of Ben 10: Alien Force, and the seventh episode overall.


Gwen's older brother, Ken, disappears and she gets Ben and Kevin to help her track him down. Their investigation leads them to find not only Ken but also another long-missing relative and a startling secret of the DNAliens. This discovery comes at a high cost as Ben is left with greater responsibilities than ever before.[CN 1]


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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, 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.

Noteworthy Events[]

Major Events[]

Character Debuts[]

Minor Events[]

  • This episode reveals that this episode takes place during spring break, meaning that this series started about two to three months after Ben and Gwen's birthdays.
  • It is revealed that DNAliens can still spit out slime while disguised.
  • The Omnitrix is revealed to have the ability to converse with its wearer, using a digitized version of Ben's own voice.



Aliens Used[]

Naming and Translations[]

Language Name Origin
Italian Il Sacrificio di Max The Sacrifice of Max
Polish Ostateczna Rozgrywka Final Match
Portuguese (Br) Max Desligo Max Off
Romanian Max îşi Face Apariţia Max Shows Up
Spanish (HA) Un Encuentro con el Abuelo An Encounter with the Grandfather


Kevin: Uh, no. Or let me put it in another way, no!
Ben: Come on, Kevin, he's my cousin. He was supposed to be home from college two days ago.
Kevin: And you want me to waste my time driving my car looking for your cousin?
Ben: I know how it sounds. The police said to wait. I'm sure he's fine, but we just don't know where he is.
Kevin: Daytona Beach, Fort Lauderdale. He's a college student.

Gwen: You're really sweet to do this, Kevin. Ken is...
Kevin: (laughs) What?! Ken? Your brother's name is Ken? Gwen and Ken Tennyson? What's your folks' names? Sven and Jen? I'm talking to you, Ben.

Kevin: (upon seeing Ken's rusty old car) That's the Awesome-mobile? That thing makes the Rust Bucket look like a Ferrari!
Gwen: They've already locked up for the night. (Kevin breaks down the door) Kevin!
Kevin: Don't worry, if Ken is so cool he'll be happy to pay for that.

Kevin: (talking about Ken) Ah, dirty laundry for mom to wash. This guy's really a class act.

Gwen: (Grabs DNAlien with a magic beam) Tell us who tied you up, now!
DNAlien: (scared) Max Tennyson. He wanted to find some kid.
Gwen: Where is he?
DNAlien: (referring to Max) I don't know. He cuffed me and left me here.
Gwen: (yelling at DNAlien) Not him. He can take care of himself. The kid. Where is my brother?
DNAlien: The... the hatchery.

Kevin: (looks at green water) You got to be kidding me. Who'd be crazy enough to swim in that? (scene changes and Max pops out of the water)

Omnitrix: (referring to Ken) Severe genetic damage detected.
Ben: (replies back) Hello. Um, Omnitrix is that you?
Omnitrix: Genetic code splicing error. Should we attempt to repair?
Ben: Try to fix Ken? Yeah, let's do it! (grabs Ken's head)
Gwen: What are you doing?
Ben: I'll let you know as soon as I figure it out!

Gwen: (to the DNAliens) You kidnapped my brother, turned him into a monster, captured my grandfather... I... have... HAD IT!!! (blows up the DNAliens' trucks)

Highbreed: A Null Void warp projector. You think you can imprison us all?!
Max: No, but without the focusing lens, this thing will do a pretty good imitation of a hand grenade. I figured it would take out half a mile.
Highbreed: You wouldn't dare! You would be destroyed, and your offspring.
Max: Gwen, throw an energy field around you and your boys and... be a good girl. (smiles at Gwen)
Ben: (with terror) Grandpa Max, no please!
Max: Sorry Ben, it's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it! I believe in you... in all of you. (winks)
Ben: (yells) GRANDPA! NOOOOOO! (Max presses the button and everything blows up; Gwen covers the team with an energy dome)
Kevin: That was, pretty hardcore.
Gwen: Hey, he saved the whole world.
Ben: Yeah, he did. For now, but I don't think those things are giving up anytime soon!
Gwen: What are you saying?
Ben: I'm saying that it's up for someone to protect this planet. And like it or not... I think it's up to us.


Voice Actor Role(s)
Yuri Lowenthal Ben Tennyson
Ashley Johnson Gwen Tennyson
Greg Cipes Kevin Levin
Dee Bradley Baker Big Chill
Paul Eiding Max Tennyson
Richard McGonagle Highbreed
Diane Delano Edna
Will Friedle Ken Tennyson




  • When Max enters the coffee shop and sits down, the flower patterns on his shirt are missing.
  • Despite passing the through the waterway, Max, Ben, Gwen and Kevin don't show any signs of getting wet.
  • When Big Chill rises out of the water, his Omnitrix symbol is missing.
  • Before Ben cures Ken, the Omnitrix's dial faces the wrong way.
  • When Ben turns into Jetray and says his name, Jetray's mouth doesn't move.
  • In one shot, the Highbreed has five eyes instead of four.


  • Most of the DNAliens were killed in the explosion, but one survived.[DM 3]


Dwayne McDuffie[]

Cartoon Network[]

Ben 10: Alien Force Episodes