Albedo Ben has stolen the Ultimatrix (an upgrade to the Omnitrix) from Azmuth and has used it to kidnap Gwen and Kevin.
An ill Ben is pleased to see an old friend in Tetrax but is caught off guard when Tetrax demands that Ben give him Chromastone.
The Alien Force faces its greatest challenge ... without the Omnitrix.
Vilgax and Albedo team up against the Alien Force. Ben faces off against Albedo, who's armed with the Ultimatrix.
Ragnorok, the villain who killed Kevin's father, is out to complete the mission he started years ago. Kevin, however, is determined to get revenge.
The Plumber's Helpers are called upon by Grandpa Max to rescue him from an abandoned space station where he is being attacked by....Ben! The team must now find a way to work together as they try to save Max, stop Ben, and keep the space station from crashing into the Earth!
Tetrax arrives and demands Chromastone. He has learned Chromastone's true purpose, but as he reveals the secret to the team, Vilgax arrives.
Gwen travels back in time to prevent Kevin and Ben from hacking the Omnitrix. Her actions have unexpected consequences.
In the middle of fighting another Techadon robot, Ben, Kevin, and Gwen are unexpectedly transported by the Omnitrix to an alien planet named Primus. They soon discover that they are not alone and that Vilgax is there to stop the Omnitrix from its source.
An alien race asks the team to deliver the Tiffin to another race as a peace offering. The Omnitrix changes Ben into a highly aggressive new form.
The team investigates some alien technology, including a box that is more advanced than the Omnitrix. Naturally, others desire this technology.
Kevin tracks down Darkstar. Darkstar asks for Kevin's help to retrieve an item that could cure them both.
Vilgax visits the prison that holds Ghostfreak prisoner. He gets more than he bargained for, though, when Ghostfreak begins possessing the citizens of Vilgaxia and amassing an army. Vilgax must but his pride aside and work with Ben to keep Ghostfreak from carrying out his ghastly plans.
Charmcaster wants payback from Gwen. She plots to steal Kevin away from Gwen.
Unaware of the war's resolution, an awakened Highbreed begins his failsafe mission to destroy Earth.
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