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.

Though Ben's team fails to stop the DNAlien Fleet from arriving, re-enforcements arrive, but this battle can't be won on Earth. A small group goes to the DNAlien home world to force its leaders to stop the invasion.

Vilgax has beaten the heroes of ten planets and taken their powers as his own. Now he's looking for Ben.