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 appear. 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.

Grandpa Max (Extra Card Hint): Ben! Those drones must be after the Omnitrix!

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.

Grandpa Max (Extra Card Hint): Keep an eye out for secret areas, they contain Souvenirs, you'll need these Souvenirs to defeat Vilgax.

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

Section 2: Yacht


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.

Grandpa Max (Extra Card Hint): Don't lose track of time Ben, remember, Hero Mode doesn't last very long.

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 times in this level, keep heading right, collecting more objects and defeating more enemies.

Grandpa Max (Extra Card Hint): Look for Backpacks, they boost your health.

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.

Grandpa Max (Extra Card Hint): Remember, the Omnitrix is a prototype, and doesn't always function correctly, so be ready for that.

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.

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

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.

Good job repeating yourself Max, did Zombozo's hypnotism get to you? Anyway, 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

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

Section 2: Town

Section 3: Mother Ship

Level 7: Charm School

Section 1: Catacombs

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

Section 2: Cathedral

Section 3: Attic

Section 4: Cemetery (Boss Battle)

Level 8: Power Drain

Section 1: Sparksville

Section 2: Sub Station

Section 3: Dam

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

Section 4: Power Station

Level 9: Mine Games

Section 1: Water Tower

Souvenir: Nozzle - As Ripjaws, jump into the first Water Tower to enter Section 2.

Section 2: Water (Inside Water Tower)

Only Ripjaws can visit this section, it features several Gold and Silver cards, and the Souvenir for this level.

Section 3: Ore Cars

Section 4: Smelter

Section 5: Pit

Level 10: Showdown

Section 1: Desert

Section 2: Rocky Cliffs

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 an Alien pass 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.

Either way, Congratulations. The Game is Over.