Ben decides to help an arachnachimp on his lunar quest for a crystal.

The team hears of a creature on nightly rampages in the desert and investigates. They find the creature, and some DNAliens.

Paradox and Azmuth arrive with grave news: The DNAliens are ready to make their move. While Gwen and Kevin gather help, Azmuth reveals some secrets of the Omnitrix and its true purpose.