Albedo has stolen the Ultimatrix from Azmuth and has used it to kidnap Gwen and Kevin. Ben goes to face Albedo and rescue his friends when he quickly discovers that Albedo has been working in conjunction with Vilgax. Ben is defeated by the pair and gives up the Omnitrix to save himself and his friends.

Powerless, Ben goes aboard Vilgax's ship and faces off with Vilgax to stop his invasion of Earth in their final battle. Albedo gives Ben the Ultimatrix and Ben gets his old aliens and their evolved forms.