Ben 10: Alien Force

Season 1 Episode 6

Max Out

Aired Friday 8:30 PM May 17, 2008 on Cartoon Network
out of 10
User Rating
49 votes

By Users

Episode Summary

Ben's cousin, Ken, has gone missing. Ben insists that Kevin should help out, although he could care less until he learns that Ken is Gwen's older brother. As they look, they encounter Grandpa Max, and a shocking secret of the DNAliens.

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  • If the really killed Max............... Bye, Bye Ben...

    Siriosly, did they really killed Max? I really hope that somehow he will be back, he is the only only one who keep it real, the old story line, same old Max... I know that Ben has to be lider now, but killing Max was wrong move... Like in Smallville they killed Lionel, and with that they killed for who knows how many times allready dead show... I don't what to happen something like that to Ben... I give 5 because of that, if I erase that stuff from my head rest of the episode was fine... But, maybe I don't remember, but when did Gwen got brother? I as remember Ken was Ben's son.... They are starting to mess up things...moreless
  • Grandpa Max returns.

    Well, after 5 episodes, Grandpa Maz finally returns in the flesh. Guess he really has nothing better to do then try to stop the DNAliens. So, the famous Ken Tennyson appears in the series. I never noticed the Ben, Gwen, and Ken ryming thing until Kevin mentioned it LOL. So, the DNAliens are actually little parasites that attach to humans and make them all mutatey. This is starting to sound more and more like some kind of Alien movie. Im getting really tired of seeing Humongasaur and Jetray. It's hard to get tired of Big Chill, he's is very cool. So Max apparently is dead, but no way he is. Gotta admit, the lightning effect with the DNAliens was cool.moreless
  • Grandpa Max finally appears in person as he tries to rescue his kidnapped grandson, Ken (brother of Gwen) from the DNAliens.

    I've always liked the character of Grandpa Max and it was great to see him in action for the first time in this series. This episode had some suspenseful moments and, of course, great action sequences. Gwen, in particular, puts on a surprising show of force here (she seems to be more powerful than we've been led to believe.) But, for me, the series is starting to run into a bit of trouble, with this single storyline playing out over the entire season. I'm getting a bit tired of the DNAliens. "All That Glitters" was a fresh break because we got a chance to see Gwen, Ben and Kevin fight a new enemy with abilities different from those of the DNAliens. (Upcoming episodes, thankfully, appear to focus less on these creatures.) Another problem with this storyline is that Ben's and Gwen's parents must be frantically worried about Max, who has been missing since the events of the first episode, which apparently occurred some time ago. Wouldn't they have involved the police or hired a detective by now to try and find him? There's been no mention in the series so far that Max has been in contact with Gwen's or Ben's parents. Nor has it been mentioned that the parents know he is a Plumber. (I haven't seen all of the episodes of the original series. Maybe it was revealed there that Max's "occupation" is known to the parents.) Also, with the parents already worried about their missing father/father-in-law, it's hard to believe they would allow Ben and Gwen to disappear night after night, for hours at a time. Ben, at least, seems to have a curfew, which he appears to have violated already (in "Everybody Talks About the Weather"). Wouldn't he be grounded by now? The smart thing about the storyline of the original Ben 10 series is that Grandpa Max took Ben and Gwen on a summer-long road trip, which avoided issues like these.moreless
  • Ben and the team go to find Gwen's missing brother, Ken. Along the way they uncover secrets and end up finding Grandpa Max as well. Too bad the Highbreed Commander has an evil plan.moreless

    I loved the plot. When I heard Ken was in this episode, I knew something strange would happen. Why would Gwen's brother be there anyways? I was always confused by the DNAliens. I didn't understand them at all. Some talked english whil others talked in their native-alien language. I finally found the secret. They start off as regular everyday humans. Females and males. Then a Xenocyte (a small octopus alien) attacks them. It lands on their head. Xenocytes look like DNAliens. When the Xenocyte lands on you it turns you into these creatures, or... DNAliens. The DNAliens then work for the Highbreed and make more Xenocytes by using an Egg Machine. Grandpa Max died in this episode in order to save the team and the entire world. He took the DNAliens and Highbreed Commander with him. I don't think he died. I think he went to the Null Void a long with the Villains. I also predict that he lost his arm because in the episode "Ben 10,000", he had a robotic arm and said he lost it in an accident. HINT... HINT. This episode was great. I hope the others are even better!moreless
Richard McGonagle

Richard McGonagle

DNAlien Interrogator / HighBreed / DNAlien #2

Guest Star

Will Freidle

Will Freidle

Ken / Shem

Guest Star

Diane Delano

Diane Delano

Edna / DNAlien #1

Guest Star

Trivia, Notes, Quotes and Allusions


  • TRIVIA (26)

    • First official appearance of Grandpa Max since the time skip in Ben 10: Alien Force.

    • Even though it is revealed that the Omnitrix can repair the DNA of others since Ben now has a genetic sample of the Xenocytes, shouldn't Ben be able to transform into a DNAlien now that it has a sample?

    • The episode from Ben 10, "Ben 10,000", shows the possibility that Grandpa Max lost his limb because he activated the null void's destructive function.

    • In the original series episode, "Ken 10," Ben has a son named Ken, who most likely is named after Gwen's brother.

    • "Shem" in Hebrew means "name," which the DNAlien in the garage might have used as part of his disguise.

    • Pay Attention:
      Jetray announces his name near the end of the episode without his mouth moving.

    • Pay Attention and Look Closely:
      When Grandpa Max blows up the factory and everything else, no DNAliens are shown outside before the blast even though there was an entire army of them before. Most likely the DNAliens within the radius had been eradicated.

    • Look Closely:
      When Big Chill froze the DNAlien, it fired a slime ball and the slime froze as well. When it shows the four DNAliens he froze, none of them had the frozen slime.

    • Alien Force Tidbit:
      If DNAliens are humans that were transformed by Xenocytes, than why do the DNAliens need masks to hide their true identity? Do the masks resemble the person they were before?

      Once they are transformed into DNAliens, they can't change back into humans. Their masks may rebuild their old human appearance.

    • Pay Attention:
      When the team passes by the Coffee Shop for the first time, the red truck isn't there. When they get there the second time, it's adjacent to it.

    • Grandpa Max needed his Plumber's badge to open the door that led to Ken. For some reason, the DNAliens open the door without a Plumber's badge, unless they managed to get one.

    • Look Closely:
      When the Highbreed Commander was holding Grandpa Max, his bag was on his right side, and a second later it was on his left side.

    • When Grandpa Max was fighting the Highbreed Commander, he was moving and carrying a weapon more than twice his height with little effort.

    • Pay Attention:
      When Gwen blows up the first truck, the attack comes from the front, but Gwen is behind the truck not in front of it.

    • Look Closely:
      When Grandpa Max absorbs a DNAlien with his Null Void projector, the DNAlien's hands and feet are missing for a moment.

    • Pay Attention:
      The place the DNAliens and the Highbreed produced the Xenocytes, had a sign saying "The Hatchery." That's where chicken eggs hatch. They use "The Hatchery" to hatch Xenocyte eggs.

    • Look Closely:
      When Grandpa Max enters the Coffee Shop in the beginning, the woman isn't wearing her earrings for a second and then they appear again.

    • The Xenocytes are produced by some kind of "machine." It was referred to as the "Egg Machine".

    • The Weather Machine is not for the DNAliens. They built them so they can raise the Xenocytes. The Xenocytes are the ones that need a cold climate and temperature.

    • Grandpa Max says that the projector can blow with the same power as a hand grenade. That's hypothetically impossible, due to the fact that most hand grenades affect a small radius. However, in this case it is possible, because Max says that the projector can do an imitation of a hand grenade, not blow with the same power. This means that Max can throw it, and the explosion is timed.

    • Ben "travels" through his Omnitrix when he discovers the ability to reverse the effects of the Xenocyte on Ken.

    • Any electrical interference can temporarily "unmask" a DNAlien. This was proven when we first saw Shem and his partner, and in the end with those scrap collectors.

    • Fun Trivia:
      Throughout the series, Kevin seems to be the first one to respond to cold. He used Alan's head for warmth when he was cold in the episode, "Everybody Talks About the Weather."

    • Pay Attention:
      When Ben is convincing Kevin to help him find Ken, the sun is setting. A second later it's nighttime, and then the sun appears again.

    • Even though the DNAliens are disguised, it is revealed that they can still spit out slime.

    • The fate of Grandpa Max Tennyson is unknown after the blast from the projector.

  • QUOTES (41)

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

    • Shem's Partner: (talking to the team) What are you doing in my garage?
      Shem: (puts box of slime down) You want us to call the sheriff?
      Ben: (sarcastically) Yeah you do that...(looks at Shem's name tag) ...Shem. I bet he'll be real interested to find out what happened to the kid who owns this car.
      Shem's Partner: (smiling) What do you mean? How should we know? He dropped off the car, we fixed it... he didn't come back.
      Kevin: (starts car engine but it doesn't start) You fixed it, huh?

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

    • 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)

    • Gwen: Ben, you want to look at this.
      Ben: (Gwen gives him a piece of Max's shirt) This is from his favorite shirt.
      Kevin: Who's favorite shirt?
      Gwen: Grandpa Max.

    • Ben: (talking to Gwen) He was fighting us. Whatever they did to him affected his mind.
      Ken: (as a DNAlien) What this did to me... is set me free! (throws another DNAlien at them)

    • Kevin: (sees damage) Gramps has been busy!
      Ben: This way.

    • Ben: (looking out of window) What are they doing anyway?
      Grandpa Max: They're shipping those things somewhere. Putting together a DNAlien army.

    • Grandpa Max: (crushes Xenocyte) I said just coffee!

    • Kevin: (refers to Shem & his partner) Check it out. It's the DNA hillbillies.
      (Shem spits goo at Gwen, then Kevin, and then Ben. Shem and his partner remove their masks and walk slowly towards Ben. Ben activates the Omnitrix).
      Humongousaur: Humongousaur!

    • 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.

    • Max: No, but without the focusing lense, 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)

    • Ken: (yells at the Highbreed Commander) Let him go!

      Highbreed Commander: Stay back… (lifts Grandpa Max) …or this one breathes no more!

    • Kevin: (looks up) So, was I right?
      Ben: Yeah, worst road trip ever. (egg machine releases an egg)

    • Gwen: Kidnapped my brother, turned him into a monster, captured my grandfather… I have had it! (blows up the DNAliens)

    • Grandpa Max: Stop them, Ben. These Xenocytes must be destroyed.
      Ben: What are you going to do?
      Grandpa Max: What I have to.

    • Grandpa Max: Ben?
      Ben: Grandpa Max!
      Grandpa Max: You're a sight for sore eyes. (hugs Ben and Gwen)
      Gwen: I'm so glad you're okay!
      Grandpa Max: Me too honey. Kenny!
      Ken: Grandpa, I didn't know what I was doing. I… (Grandpa Max hugs him)
      Grandpa Max: It's okay. I always knew you could do it Ben. I'm proud of you, all of you. You too Kevin, I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped.

    • Ben: (looks at Omnitrix) I'm going to have to get a manual for this thing!

    • 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: It's that thing on him. It's making him do this!
      Kevin: Then lets get it off him. (grabs Ken's head)

    • Ben: I can't believe it. You're right. It is Ken!
      Kevin: (sarcastically) That's Ken? He's actually less cool than his car!

    • Gwen: (notices Ken's face) Wait!
      Kevin: (Gwen stops Kevin) What's wrong with you? I was just following your lead.
      Gwen: (stops Big Chill) Get back. Get away from him. It's Ken! It's my brother.

    • Big Chill: (freezes DNAliens) Thought you guys like it cold? (sarcastically)

    • Ben: (DNAliens spot them) We are not stealthy.
      Kevin: But we can kick much butt!(Ben turns into Big Chill)

    • Grandpa Max: (referring to Ken) But why my grandson? Why change Ken?
      Highbreed Commander: He was brought here as bait. With you out of the way, there is no one who can stop us!

    • Grandpa Max: (being held by DNAliens) It's obvious you're producing these parasites here.
      Highbreed Commander: Xenocytes, yes.
      Grandpa Max: (referring to DNAliens) And that they some how turn humans into these ugly freaks.

    • Highbreed Commander: Max Tennyson, you have been active in your retirement.
      Grandpa Max: Uh, this is really just a hobby now. A man my age has to stay active.
      Highbreed Commander: You have been a great irritation to us, vermin.

    • Kevin: (shaking) I'm cold and wet.
      Ben: No duh, the weather machine. The aliens are making it cold and rainy for… whatever it is they're doing.

    • Ken: (tied up) I told you… I told you. I have no idea where my grandfather is. I don't know anything.
      DNAlien: I believe you.
      Ken: Who… who are you?

    • Gwen: (Grabs DNAlien with her 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 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.

    • Ben: (Omnitrix is beeping) What is up with you?
      Omnitrix: Unknown DNA sample acquired.
      Ben: That's new!

    • Kevin: (DNAlien crashes into him) That's a work related accident. You can sue! (talks to Ben) We've got him. Now what?

    • Gwen: (touches DNAlien slime) What is that?
      Ben: (Omnitrix beeps) I don't know, but the Omnitrix doesn't like it!

    • Kevin: (finds something in Ken's car) Wow, what do have here?
      Ben: What is it?
      Kevin: The only thing in here not covered in rust. It's alien tech. It projects a field that dampens internal combustion.
      Gwen: His car was sabotaged. Why, Ken's...
      Kevin: (interrupts Gwen) ...too cool?
      Ben: Too normal. He doesn't know anything about the aliens. Why would they go after him?

    • Ben: (looks into garage) Bingo!
      Kevin: Found a bingo game?
      Ben: I found his car.
      Kevin: (looks at car) That's the awesome-mobile?
      (sarcastically) That thing makes the Rust Bucket look like a Ferrari!

    • Woman: (talks to Grandpa Max) Like to hear about the special?
      Grandpa Max: Just coffee.
      Woman: Don't get too many strangers out here. What brings you to Santa Mira?
      Grandpa Max: Great fishing, great weather...
      Woman: Our fish are all farm raised, and this is the rainy season.
      (rain falling outside)
      Grandpa Max: I was mis-informed.

    • Grandpa Max: You're a strong lady, or are you? (pulls out mask; she is revealed as a DNAlien)

    • Ben: Welcome to Santa Mira.
      Kevin: For a guy who's so cool, he sure picked a lame spot for spring break.
      Gwen: Ken is totally cool. He didn't pick where the "awesome-mobile" broke down.
      Kevin: The "Awesome-mobile?"
      Ben: His car. I told you, he's cool.
      Kevin: Oh yeah, who could doubt it?
      Ben: I say, we hit the garages in town. Find Ken's car, and Ken.
      Kevin: Good idea. I mean, how many garages can this whole support?

    • Gwen: You're really sweet to do this, Kevin. Ken is --
      Kevin: What? Ken? Your brother's name is Ken? Gwen and Ken Tennyson? What's your folk's names, "Sven" and "Jen?" I'm talkin' to you, Ben.
      Ben: (sarcastically) Yes, our names rhyme and you noticed. Good for you.
      Kevin: Just having some fun, man. I don't see what the big deal is.

    • Ben: We haven't heard anything since. His folks are worried.
      Kevin: And I'm supposed to care, why?
      Gwen: Because he's my brother.
      (everyone is silent for a moment)
      Kevin: Get in.

    • 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.

  • NOTES (14)


    • Xenocytes - Alien series:
      The Xenocytes have similarities to the Xenomorphs in the Alien franchise. Xenocytes are sort of similar to the Facehuggers as they both need a host. The word "Xeno" stands for foreigner, or host, in Greek.

    • Gwen's previously unmentioned brother is probably whom Ken Tennyson is named after in the "Ken 10" episode of Ben 10.