Vilgax promises Ghostfreak to spring him out of prison as long as he tells him the secrets of the Omnitrix, but when Ghostfreak betrays him and turns his people into his minions, Vilgax comes to Earth and asks for Ben, Gwen and Kevin's help to get rid of Ghostfreak.

Kevin tracks down Darkstar. Darkstar asks for Kevin's help to retrieve an item that could cure both of them.

The team investigates some highly advanced alien technology. They find a box that is more advanced than the Omnitrix. Others desire this technology.