Ben 10 Planet

Max Out

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Max Out
Max Out
General Information
Original broadcast May 17, 2008
Series Ben 10 Alien Force
Season 1
Episode number 6
Overall episode number 58
Written by Jim Kreig
Directed by Butch Lukic
Episode Guide
Previous episode All That Glitters
Next episode Pier Pressure

Max Out is the sixth 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 be all 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 Xenocyte, to attach itself to Ken. Shortly after, Grandpa Max mounts a rescue and discovers Ken partially transformed into a DNAlien whom 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 DNAlien's. 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 destroy the trucks meant to ship the Xenocytes all over the country while Max goes after the head Highbreed. Ben states that the Highbreeds operation is over with the Xenocyte 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 DNAlien's 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 are left in the crater that was the town and leave to finish the work what Max started.

Major Events

  • Gwen's brother, Ken is kidnapped by the DNAliens and is almost fused with a Xenocyte.
  • 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 goes to the Null Void, however to Ben's Team, he is thought dead.




Aliens Used



Gwen: They've already locked up for the night. (Kevin breaks down the door) Hey!
Kevin: Don't worry, if Ken is so cool he'll be happy to pay for that.
Quotes Right


Kevin: (talking about Ken to Gwen) That's the awesomemobile? That thing makes the Rust Bucket look like a Ferrari!
Quotes Right


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


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


Gwen: (Grabs DNAlien with her magic beam) Tell us who tied you up, now!
DNAlien: (scared) Max Tennyson. He wanted to find some kid.
Quotes Right


Gwen: Where is he?

DNAlien: (referring to Grandpa 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.
Quotes Right


Gwen:You kidnap my brother, turn him into a monster, capture my grandfather… I...have...HAD IT!!! (blows up the DNAliens)
Quotes Right


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!
Quotes Right


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.
Quotes Right


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.
Quotes Right


Grandpa 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 Commander: You wouldn't dare! You would be destroyed, and your offspring.
Grandpa Max: Gwen, throw an energy field around you and your boys and… be a good girl. (smiles at Gwen)
Ben: (yells with terror) Grandpa Max, no please!
Grandpa 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, no! (Grandpa Max presses the button and everything blows up; Gwen covers the team with an energy dome)
Quotes Right


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.
Quotes Right


Kevin: 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.
Quotes Right


Kevin: Oh, you're not saying. (Gwen and Ben dive into the water) Provin' my point of this being the worst road trip ever.
Quotes Right


  • When Ben turned into Jetray and said his name, Jetray's mouth was closed.
    • Jetray mouth was closed

Naming and Translations

Language Name Origin
Portuguese (Brazil) Max Desligo Max Out
Spanish (Latin America) Un Encuentro Con el Abuelo An Meeting With Grandpa
Spanish (Spain) Adios Max Goodbye Max


  • Ben was the only one to not be attacked by a Xenocyte.
  • 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.
  • Although the Omnitrix is attached to its host, it is revealed 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. This was shown when Ben repaired Ken, removing the Xenocyte that was attached to his head.
  • At the beginning of the episode, Grandpa Max says he came for the fishing and the weather. The waitress responds that all of the area's fish are farm raised and it's the rainy season. When Grandpa Max responds that he was misinformed with a wry smile, this is a reference to a line delivered by Humphrey Bogart in Casablanca about coming to Casablanca for the springs but it being in the middle of the desert.

See Also

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