Ben and his gang were fighting a huge techadon robot, Gwen used her mana powers to cut one of its hands but it grew back and overpowered Gwen flinging her to a side.

Kevin (angrily): hey you big pile of trash you dare!

Saying this Kevin, absorbed metal and made a sword out of his hands ,ran with his arms open to take his revenge. But the robot just flung him to another side. Now it was Ben's turn. He hit the ultimatrix

Lodestar! Wha…I was going for echo echo, but anyway.

Lodestar now used his magnetic energy and the robot was badly damaged, but suddenly the ultimatrix timed out. Lodestar reverts back to Ben.

Ben: what the?

Suddenly the Inter Galactic Peace symbol gets illuminated from red to green and the ultimatrix is back to active mode.

Ben: I knew that would happen.

He hits the ultimatrix and transforms into four arms and thrashes the techadon robot, till its dust when suddenly the ultimatrix times out again.

Ben: what's wrong with this thing?

Gwen: maybe we better visit Azmuth just in case.

Kevin wakes up from the lamppost, where he was thrown by the techadon robot. And walks up to where Ben and Gwen were standing.

Kevin: Broken Watch Tennyson?

Ben: Alright I agree it is broken.

Suddenly Ben's phone rings and he picks it up from his pocket and answers it.

Julie (on the phone): Hi Ben I was thinking we could go to the burger shack together.

Ben: Sorry Julie I have History Homework to do.

Julie: But Ben we both sat together on Saturday and finished our history Homework together.

Ben: Alright Julie I will Confess the Ultimatrix is broken and I am figuring what to do about it.

Julie: Ultimatrix! Ultimatrix! All you talk about is that stupid watch.

Ben: I am sorry Julie, Its just that the ultimatrix is so cool and…. Julie? Julie?

By that time Julie was fed up with Ben and hung up.

Ben to himself : Oh well I will find a way to make it up to her.

Kevin: Problem Ben ?

Ben: None of your business.

Ben and Kevin start arguing and Gwen tries to calm them down. Suddenly a ray of green light flashes and Azmuth appears before the trio. The three then come back to their senses and see Azmuth.

Ben: Azmuth there is some problem with the ultimatrix.

Azmuth: That is exactly why I am here Ben Tennyson!

Gwen: But how did you know?

Azmuth: Because, I am a genius

Ben: Enough with the could you see what's the problem with the ultimatrix.

Azmuth: What actually happened?

Kevin: We were fighting a big techadon robot and…

After Kevin had brought Azmuth up to speed on what had happened, Azmuth pondered over in thought and tried something on the ultimatrix and then came to the conclusion.

Azmuth : If what you are saying is true, The flaws of the ultimatrix have come into effect, as you know before I finished completing the ultimatrix Albedo stole it from me and…..

Azmuth explained to them the flaws the ultimatrix had, as it had not been completed.

Azmuth: I did not know it had to come to this but, anyway..

Azmuth snipped his fingers and suddenly they were in his Planet Galvan Mark 2, and in Azmuth's Lab. They enter inside and followed the creator of the omnitrix into a door which had a logo of the symbol of intergalactic Peace.

Kevin: Nice Room

They go inside to find the Omnitrix 3. (The omnitrix 3 is a more advanced model of the omnitrix and a higher version of the ultimatrix, it also has the evolutionary function, but as an added advantage it has the ability to restore DNA of sentinel life forms, Azmuth has said very little about this new creation of his in the ongoing Ben 10 Ultimate alien series)

Azmuth: This is my latest creation the Omnitrix 3,as you see it is more powerful than both the omnitrix and ultimatrix put together. It has the power to…

Before Azmuth could finish Ben interpreted.

Ben: I use it.

Gwen: Be patient Ben.

Azmuth: BEN TENNYSON! THIS IS WHY HUMANS ARE CONSIDERED LOWER LIFE FORMS, THEY ARE IMPATIENT, NOT KNOWLEDGEBLE ENOUGH AND…

After Azmuth had finished shouting at Ben, he apologized and Azmuth said it was ok and continued.

Azmuth : but as you can see, I have finished the device but it is still uploading the DNA's of aliens from the codons stream so that would take 10 hours, so I suggest you all stay here and when the updation is complete Ben can use it.

Ben was all over himself. He would have the omnitrix 3 strapped on his wrist and be even more powerful to kick alien butt, As Kevin liked to say it. But suddenly a flash came on Azmuth's Screen and he opened it to see that the Plumbers were overpowered by VILGAX (conqueror of 10 worlds) and were crying for help (or) backup. Ben was powerless as the ultimatrix would not work; So Kevin and Gwen were teleported back to earth.

Ben: Good Luck

After they had went, Azmuth removed the ultimatrix off Ben's wrist and tried fixing it, but it was of no use.

Ben: Any luck Azmuth?

Azmuth: No Ben Tennyson, I don't seem to have any!

Ben started wondering what happened to his friends and asked Azmuth to show him through his big screen, and he saw in horrow, Gwen being hit and flung to one side, and Kevin unconscious on the ground, and Vilgax howling in victory.

Ben: I've got to do something,azmuth any luck ?

Azmuth: Nope, I am going to bring some more tools and try, stay here Ben Tennyson. I'll be back.

Needless to say Azmuth was in no way worried of the fate of earth, which he considered a hopeless backwater planet. But Ben on the other hand was staring at the omnitrix 3, suddenly and idea flashed on his mind, and he looked into its dial to see how many aliens were updated, he could not say so he tried voice control.

Ben: Aliens Updated?

Omnitrix 3: 5 totally till now.

Ben thought maybe I could take it and use it for now, and then later come and finish the updation. He took a piece of paper from his pocket, and with a pen wrote a sorry note to Azmuth and leaving it in the lab, unplugged the omnitrix 3 strapped it on his wrist and using the teleporter pod, went to earth to help his friends. On reaching earth, He saw vilgax who was crushing what was left of the plumbers, Kevin and Gwen lay unconsciously on the ground.

Vilgax to Ben: I was expecting you Tennyson.

Ben: anyway if it is me you want, you could have just called, I am sorry I believe you don't have my phone number!

Vilgax: enough with the talking get ready to die Tennyson.

Without any more words Vilgax charged at Ben with his sword and Ben hit the omnitrix 3,he transformed into fasttrack.

Ben: FASTTRACK

A great battle raged between fasttrack and Vilgax, but Vilgax eventually defeated fasttrack and Ben changed aliens, he tried Four Arms (Vilgax Defeated fourarms by taking hold of four arms's head and banged it on the ground), but Ben swiftly changed aliens, Diamond Head was the next try.(Vilgax was Ready for diamond head this time as he had a weapon which emitted sonic blasts)Then came Jet Ray, But Jet Ray's Neuro Blasts were of no use as vilgax just deflected them and hit jet ray with a powerful beam emitted from his sword.

Jet Ray: Last Alien Last Chance, Hopefully this should work.

Ben reverted to human and hit the Omnitrix 3 to unlock a new alien with shocking abilities, Shocksquatch.

Ben: Shocksquatch

Ben then luckily found out Shocksquatch electric abilities and then hit vilgax with a very powerful thunderbolt and Vilgax was powerless, then Ben noticed another alien synced to his watch, He realized the Omnitrix 3 can wirelessly Sync and transformed into that alien, which was in fact Way-big and flung Vilgax by the leg and threw him out of earth, for good. By this time Gwen and Kevin were on their legs with Gwen holding Kevin, as he was seriously injured. Azmuth arrived in front of them with a happy face, on seeing Ben's sacrifice for saving his friends and said he could keep the omnitrix 3 for himself after the Update was complete.

Ben: Oh Yeah!

Kevin: Make sure you don't bust this one too Tennyson.

Ben: Hey!