23 Birds of a Feather The prince of the Arachnachimps, Simion, needs help in retrieving a crystal which is the symbol of the monarchy on his planet. The crystal is being kept in a base on the moon. Ben offers his help, but Kevin and Gwen are skeptical. In the midst of the battle, Ben discovers that Simion has been lying, and that the crystal is actually powering an intergalactic communications station. By stealing it, Simion will prevent Earth from calling for help against the Highbreed invasion. Ben tricks Simion into stealing a worthless acid dispenser instead, resulting in Simion having a very unpleasant encounter with the Highbreed that employed him. 24 Unearthed A DNAlien mining operation uncovers an alien spacecraft, from which a large, alien child is released. She wanders around the nearby town collecting random items, eventually attracting the attention of Ben, Gwen, and Kevin. After a short battle, they realize that the alien is a child. She perceives Gwen as an Anodite and hangs on her every word. Needing to return the child to her parents, the team follows her back to her ship. After defeating the DNAliens, the team wakes the child's parents, who depart the planet after Ben explains that they've been in stasis for fifty years. 25 War of the Worlds: Part 1 Paradox and Azmuth arrive on Earth to warn Ben of the approaching Highbreed fleet. Gwen and Kevin gather all the allies they've met (Allen, Cooper, Julie and Ship as well as their enemy Darkstar) to counter the threat. Meanwhile, Azmuth reveals to Ben that the Omnitrix contains the DNA of every sentient species in the galaxy, over one million in total, and unlocks the Master Control so Ben can effectively combat the Highbreed. This unlock's 3 of his old aliens Cannonbolt, Upchuck and Way Big. With Ben as Cannonbolt, the team converges on the Highbreed hyperspace jump gate in an effort to prevent the fleet from arriving, but the attack only provokes the Highbreed in charge to summon the fleet ahead of schedule. To try and stop the fleet coming throw the team with Ben as Upchuck with there combined try to destroy the hyperspace jump gate but it does not work so Ben turn's into Way Big and it start's to work but it activates and it knock's him down. They have to get to the Captain of the fleet to stop the invasion. 26 War of the Worlds: Part 2 Ben, Gwen and Kevin quickly head to the Captain of the fleet. The Highbreed commander and the team fight, and Gwen reveals her true anodite form for the first time. The trio is then surrounded by a group of DNAliens, but are saved by Grandpa Max, Pierce, Helen and Manny plus one Null Guardian, who have regained control over the Null Void. Ben, Gwen, Kevin, Azmuth and Ship as a spaceship head to the Highbreed's homeworld to confront the Supreme with Ben as Brainstorm being the pilot. The Highbreed Supreme refuses to recall the fleet, and Azmuth reveals that the Highbreed's obsession with genetic purity has resulted in sterility in their species; they intend to cleanse the galaxy of all life in retaliation. Using the Omnitrix, Ben sends out an energy wave that reprograms the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. Reinrassic III returns to convince his race that their new impurity is desirable, and the fleet is recalled. Max decides to take in Ben's recruits (all except Darkstar, who ran off) and train them. As a side effect of reprogramming the Highbreed genetic damage, Ben finds the Master Control has been reset, leaving him with ten all new aliens.
Ashley Johnson, Beth Littleford, Corey Padnos, Dee Bradley Baker, Don McManus, Greg Cipes, Greg Ellis, J.K. Simmons, Jeff Bennett, Juliet Landau, Kevin Michael Richardson, Paul Eiding, Richard McGonagle, Robert David Hall, Tim Curry, Vyvan Pham, Wil Wheaton, Yuri Lowenthal