After the Tennysons save the President and leave, Enoch appears, revealing the plan to be his own. Season Finale With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. Ghostfreak removes his second layer of skin in order to possess Ben, revealing a horrifying creature underneath. Soon Vilgax proposes that the two of them should take revenge on Ben. While attempting a rescue, Ben discovers that the robots plans are to replace the , who had also been watching the game. Before the day of the wedding, Ben interrupts a mud alien's attempt to sabotage the wedding.
Azmuth takes away Albedo's Omnitrix, effectively trapping him in his human form, and sends him to a prison in the Null Void, where he plots his revenge and demands chili fries. As Ben and Gwen explore, they learn about a strange curse on the village from one of its few disloyal elves, including one, who happens to be the son of the Christmas-obsessed man. Elsewhere, out in the forest, a small dog-like Galvanic Mechomorph seeps out of a crashed spaceship. Kevin grabs the severed hand of the robot possibly planning to put its defense mechanisms in his car. The Omnitrix times out, and most of his Heroes no longer appear in the Omnitrix. They are planning to have a massive invasion, led by the mysterious Eon. Ben decides to put the Omnitrix back on.
He faces off against two mutant brothers, Gaterboy and Porcupine, who need that prize money to pay off a loan shark who's keeping their mother as a marker. Ashamed from what he recently did, Ben runs away into the forest where Gwen comes to help him but she is unable to as Ben is too depressed. While Grandpa Max tries desperately to track down the Rust Bucket, the Road Crew give it a makeover for use in their plans. Ben admits that he scares himself while fighting as Ghostfreak. Ben gets the chance to use the Omnitrix when Vilgax attacks, yet again looking to take the device from Ben.
Reinrassic says that he is doing so because his Methanosian right hand has rendered him impure by Highbreed standards, and that only pure Highbreed can continue with the invasion. Ben finds Sublimino's hypno watch and hypnotizes Gwen to feed him ice cream that ends up all over his head While visiting Salem, the Tennysons encounter Charmcaster. The organization was disbanded after he defeated Vilgax for the first time. He teleports away, leaving Ben free to try out a new alien that just emerged. After setting aside the Omnitrix some time ago, Ben Tennyson is enjoying a normal life. Ben as Four Arms reluctantly fights a female thief named Rojo, who injures Max.
Inside, they find all sorts of medieval artifacts, as well as a robotic dragon. In the midst of the battle, Ben discovers that Simian has been lying, and that the crystal is actually powering an intergalactic communications station. It bursts open, revealing a green goo inside. Their first misadventure forces Ben to reveal what the Omnitrix is capable of. Ben ignores Max's warnings not to use the Omnitrix and flies off, but encounters Vilgax, who captures Ben and brings him aboard his spaceship. Some of Ben's old enemies attack a school bus.
Kevin attempts to hack the Omnitrix despite a warning from Azmuth but is transformed into a combination of different metals and some of Ben's aliens escape the Omnitrix. Kevin, having not been paid, leads the group to a large castle. Ben stops him as Wildvine and Sublimino is presumably arrested. After teaming up with the Knights' mightiest warrior, Sir Connor, in a failed attempt to destroy the dragon, Ben notices that the dragon appears to be trying to communicate. Xylene and Max reminisce later that night, which indicates they had been in quite a romantic relationship during Max's early Plumber days.
But Ben escapes the hypno beam. Three alternate versions of this film have aired, each with a modified opening from the original. The two battle, but Vilgax wins and quickly realizes the nature of Kevin's mutation and decides that he may be of use. There, Fourarms faces off against the Mayan death god Ah Puch while the Forever Knights fight Max for the sword. Max immediately becomes more impatient, worse-tempered, and far stricter. Ben prevents a powerful sorcerer named Hex from stealing the Arkamada Book of Spells. When a pair of bounty hunters plan to use raw minerals from earth to build a devastatingly powerful bomb, Ben joins a group of alien super heroes, Galactic Enforcers, in order to stop them.
With Ben as Cannonbolt, the team converge on the Highbreed hyperspace jump gate in Los Soledad in an effort to prevent its activation, but the attack only provokes the Highbreed in charge to summon the fleet ahead of schedule. During a tour of an academy school Gwen wishes to attend, Ben sees and hears Ghostfreak everywhere, and bad luck follows him around. Eventually, Ben is able to convince Serena to transform him into Swampfire, and makes quick work of the enemies. Using the new alien Goop, Ben is able to make the robot explode. But when Max isn't around, Ben ends up using Heatblast and later pays the price.
Straying from Max after an argument, Ben meets and befriends a boy named Kevin, who has the power to absorb any form of energy. Ben arrives too late, and the team sets out to find the Knights. Vilgax and Albedo return and team up to kidnap Kevin and Gwen so that they can take down their sole strongest enemy, Ben Tennyson. The alien perceives Gwen as an Anodite and hangs on her every word. The Highbreed commander and the team fight. Season Finale Ben returns home after summer vacation ends and Max told that he must keep the Omnitrix a secret.