Recaps

Ben gained the Omnitrix’s alien forms after mutating from eating a spider, then used his new powers while keeping Peter’s Spider-Man activities at a distance. He began building Primus Technology with Harry, and Norman Osborn agreed to support the company as Ben suspected Norman’s life was in danger.

• Ben’s spider mutation forced the Omnitrix to activate and repair his genes, giving him its original ten alien forms.
• Ben killed Dennis Carradine as XLR8, then fought Tony Stark and damaged the Iron Man armor and Arc Reactor before escaping with the Mark 3.
• Ben and Peter agreed that Peter would become Spider-Man, and Ben showed him suit designs while warning him to protect his identity.
• Ben proposed founding Primus Technology with Harry Osborn, who agreed to invest tens of millions despite struggling to understand Ben’s nanotechnology plans.
• Osborn Enterprise seized Curt Connors’s unfinished serum and forced Connors out of his laboratory after he refused to begin human trials.
• Ben followed Peter’s first night as Spider-Man, then used Ghostfreak to possess Tony Stark and inspect Jarvis’s code before slipping away.
• After Uncle Ben lost his job, Ben suggested that Peter sell Spider-Man photos to the Daily Bugle, and Peter agreed.
• Ben met Harry and Norman Osborn at Williamsburg Bank, outlined Primus’s plans, and received Norman’s promise of additional funding while suspecting that Norman was being targeted.

Ben and Peter confronted Connors and Doctor Animo as they tried to transform New York with the Canary Device and Gene Variator. Ben stopped the mutation plan, restored Connors, and left with Animo while Fury and Tony began discussing a dedicated team.

• Peter discovered that Connors had become the Lizard Man and asked Benny to help find and cure him.
• Benny used Osborn Tower’s laboratory to develop antidotes and faced Doctor Animo’s mutated creatures, while the Ancient One warned him that Noah’s Ark threatened the Multiverse.
• Connors joined forces with Animo and attacked Midtown High School, where Benny and Peter fought him until Benny transformed into Four Arms and learned about the Canary Device.
• Ben carried Peter and Connors away from the collapsing school as Animo began his plan to return New York to the Jurassic.
• Ben and Connors prepared an antidote and worked to access the Little Broken Watch while Animo’s monsters attacked Stark Tower and the Avengers intervened.
• Ben fought Animo as Heatblast, carried him into the stratosphere, then transformed into Ripjaws and injected him with the antidote.
• Connors returned with the Variable Device, and Ben reversed its program, restored Connors, destroyed the Canary Device, and left with Animo after checking on Felicia and Mary Jane.
• Tony found the monsters gone, and Fury proposed a dedicated team that Tony mocked as an Avengers plan.

Benny built Primus, helped cure Norman Osborn, and killed Muse while protecting Hell’s Kitchen’s captives. In New Mexico, Steve wielded Mjolnir against the Destroyer as Thor and the Asgardians confronted Loki, with Benny intervening in the fight.

• Benny founded Primus with Connors, developed a treatment for the Osborn family illness, and received 20% of Osborn Corporation’s shares from Norman.
• Peter and Daredevil investigated Muse’s killings in Hell’s Kitchen, and Benny tracked the Inhuman to his lair, rescued Andrea and the other captives, and killed him.
• Benny traveled to New Mexico as Steve Rogers reached Mjolnir, which Steve lifted and used to gain Thor’s powers before Loki attacked him.
• Benny fought Loki as Four Arms, battered him into a crater, and later collected Thor’s DNA to unlock the Cosmigod and Eldergod forms.
• Loki secretly allied with Laufey and sent the Destroyer to Earth, where it attacked Thor and Steve while Benny watched and chose not to intervene.
• Steve used Mjolnir to battle the Destroyer as Sif and the Warriors Three arrived, mistook Steve for Thor, and learned from Benny that their prince was unconscious.
• Thor reunited with the Warriors Three, learned Odin was alive, and agreed to stop Loki as the Bifrost brought Loki to the battlefield with the Casket of Ancient Winters.
• Benny struck Loki in the face with a sharp crystal-like object, and Steve told him to watch his language.

Ben arrived on Sakaar with Loki and entered the gladiator arena, where he rallied fighters and oppressed people against the Red King. After defeating Angmo Asan, Ben was hailed as Sakaar’s new king.

• Loki unleashed the Casket of Ancient Winters, but Ben took it and later trapped Loki as the Bifrost carried them both to Sakaar.
• Valkyrie captured Ben and Loki and brought them to the arena, where the Red King sent Loki to his death and Ben defeated Great Devil Corker before fighting Looma.
• Ben and Looma planned to overthrow the Red King, and Valkyrie joined them as Brunnhilde while Ben secretly gathered support among the gladiators.
• Ben survived the Giant Stomach and fought Caiera, while Bill helped the prisoners escape and Loki joined the Rebel Army.
• Ben urged Sakaar’s people to fight for freedom, saved Caiera’s village from the Deathflame Beam, and destroyed the Red King’s Spikes as resistance forces advanced on the capital.
• Loki and the rebels joined Brunnhilde’s scavengers in the assault, but the Red King deployed Wildebots and unleashed Deathflame attacks on the Imperial Capital.
• Ben possessed the Wildebots as Upgrade, helped defeat them, and fought Angmo Asan as Four Arms, killing him with Old Power.
• A red radiance healed the wounded and restored Sakaar, and its people hailed Ben as their new king.