Vilgax pulls out a laser sword gun and walks towards Ben and Stephen. Vilgax goes to cut off the Omnitrixes but the Rustbucket bursts into the spaceship and rams Vilgax into the wall. Max gets out of the Rustbucket with his gun.
"Warning!" a robot states, "Hull breach. Power surge."
"Claws of my grandson and his friend Vilgax," Max says.
"Grandpa?" Ben questions.
Vilgax stares at Max.
"Tennyson," Vilgax says.
Max shoots and hits Vilgax sending him through the wall. Max drops the gun and runs to Stephen and Ben with Les.
"Max you know this guy?" Stephen asks.
"It's a long story," Max replies.
Both machines start malfunctioning changing Stephen and Ben between aliens. XLR8 to Crystalclear and Diamondhead.
"What's going?" Diamondhead goes to asks.
From Crystalclear and Diamondhead to Liger and Wildmutt. Wildmutt is a Vulpimancer that appears to be like a big, orange dog with no eyes or tail. His teeth are much defined and stick out of his mouth. Wildmutt has no eyes, instead using his sense of smell and hearing in vision's place, which is aided by three nostrils located on each side of his neck.
"The power surge must have affected the watch," Les replies.
From Liger and Wildmutt to Forbidden and Fourarms. Forbidden and Fourarms break out of the machine as Vilgax's ship rises up into orbit. Gwen and Ashley exit the Rustbucket as Forbidden and Fourarms throw the machine that had them trapped. Soon lasers shoot at Gwen and Ashley.
"Look out!" Gwen yells.
Gwen and Ashley run to avoid the lasers. Robots appear in the room that Forbidden and Fourarms attack. Gwen, Max, Les, and Ashley run to avoid the robots. Forbidden and Fourarms turn into Dark Prince and Ghostfreak. Ghostfreak is an Ectonurite ghost-like alien. He has grey skin with black lines running all over him. This skin is removable, which will reveal Ghostfreak's tentacles. Ghostfreak has intangibility and invisibility accompanied by an inverted color scheme and transparency. Dark Prince is an Ectonurite ghost-like alien. He has black skin with redlines running all over him. This skin is removable, which will reveal Dark Prince's tentacles. Dark Prince has intangibility and invisibility accompanied by an inverted color scheme and transparency. Ghostfreak and Dark Prince end up missing the robots.
"Oh man," Ghostfreak says.
Ghostfreak and Dark Prince change again this time into Grey Matter and Dodgem. Grey Matter is a Galvan that is a gray-skinned, frog-like, bipedal alien, only six inches tall with large green eyes with little minus sign like pupils. Grey Matter wears a white jump suit with a line going down it. Grey Matter's size belies his great calculative and technical intellect. Grey Matter crawls into one robot and starts taking it apart as Dodgem rolls into some robots.
"A little alien-know-how and the coast is toast," Grey Matter states.
Grey Matter jumps onto another robot and changes into Upgrade. Upgrade is a Galvanic Mechamorph that has black skin with green robotic lines all over him. The green circle on his head is his eye. Upgrade has the ability to reshape himself, as he can turn to some sort of mechanical solid at will. His internal nanotechnology allows for Upgrade's primary ability to merge with and possess any technology within reach by spreading over it like solid, enhancing it far beyond its original design. Dodgem changes into Mechaniczilla. Gwen and Ashley look around at the robots. Upgrade has taken control of a robot. Mechaniczilla is wrapping his body around robots.
"Try picking on someone your own size," Mechaniczilla says.
Mechaniczilla crushes some robots as Upgrade spins around and crushes more robots. Soon Vilgax's ship ends up falling down to Earth. Max uses his gun to attack some robots.
"I got to get this ship under control," Max says.
Max runs off as Upgrade and Mechaniczilla walk by.
"He can fly a spaceship?" Upgrade asks.
Mechaniczilla and Upgrade get hit as Ashley, Les, and Gwen hide.
"At this point nothing surprises me," Les admits.
Max starts programming the spaceship but Vilgax grabs him and tosses him to a hole in the spaceship. Vilgax goes to crush Max with his foot. Mechaniczilla and Upgrade hold off the robots.
"Grandpa!" Ben and Gwen shout.
"Your weapon won't help Tennyson," Vilgax says, "As you can see I'm much stronger than in our last encounter."
Mechaniczilla and Upgrade explode a robot and then Upgrade runs to Vilgax.
"No!" Upgrade yells.
Upgrade and Vilgax fly out of the spaceship. Gwen, Mechaniczilla, Les, and Ashley run to the hole. Mechaniczilla jumps out of the ship.
"Ben!" Mechaniczilla, Les, Mike, Ashley, and Gwen shout.
Upgrade and Vilgax fall through the air but Upgrade turns his body into a parachute like shape to slow his fall down. Upgrade floats to Mount Rushmore but turns into Ripjaws. Ripjaws is a Piscciss Vilann that shares a number of traits of Earth aquatic life such as alligators, eels, anglerfish, and sharks. He can change between a fish tail to legs at will, and has a phosphorescent light on his head. He is able to breathe underwater, as well as swim at high speeds with amazing agility and can also withstand very strong water pressure. His luminescent angler allows him to see in dark areas. Mechaniczilla ends up turning into Poisonivy and grips Mount Rushmore next to Ripjaws. Ripjaws is holding on the nose of the statue.
"Oh sometimes I hate this watch," Ripjaws says.
The ship keeps falling to Earth as Max starts working on the controls with Ashley, Gwen, and Les standing by his side.
"We got to get out of here," Les implies.
Ripjaws and Poisonivy are climbing the statue as Ripjaws starts slowing down.
"Ben what's wrong?" Poisonivy asks.
"Can't breathe," Ripjaws replies, "Need water."
Ripjaws falls down and flips over as Vilgax jumps to both Ripjaws and Poisonivy.
"You are a slippery little fish-child and flytrap," Vilgax announces, "But no longer."
Vilgax goes to grab the Omnitrixes but both Ripjaws and Poisonivy turn into XLR8.
"We can still give you a run for your money," XLR8 (Stephen) says.
Both XLR8 run off.
"You can't hide from me forever, boy," Vilgax states.
Both XLR8 run up behind Vilgax.
"Wasn't planning on it," XLR8 (Ben) admits, "Peek-a-boo."
Both XLR8 run into Vilgax and stop.
"I'm gonna feel that tomorrow," XLR8 (Stephen) says.
Both XLR8 fall to their knees.
"For the two of you there is no tomorrow," Vilgax declares.
Vilgax grows his arms larger and slams down but misses both XLR8 destroying Theodore Roosevelt's head. Vilgax throws punches at both XLR8 and misses every time.
"You can't escape me!" Vilgax yells.
Both XLR8 go to scratch Vilgax but Vilgax catches both and throws them against stone. Both XLR8 change forms. Ben into Diamondhead and Stephen into Crystalclear.
"Special delivery!" Crystalclear shouts.
Crystalclear and Diamondhead shoot diamonds and crystals at Vilgax. Vilgax breaks the diamonds and so Diamondhead and Crystalclear punch Vilgax but break their hands.
"Oh man, guess I should have seen that coming," Diamondhead says.
Diamondhead and Crystalclear grow their hands back but Vilgax grabs the two and slams them into Mount Rushmore. Diamondhead turns into Ghostfreak as Crystalclear turns into Dark Prince. Vilgax misses both.
"Yes," Ghostfreak says, "Sometimes I love this watch."
Ghostfreak and Dark Prince fade into Mount Rushmore. Vilgax turns around to see his ship flying by him. The ship crashes into the ground as the Rustbucket drives through it.
"Better hang on to something," Max states, "This may get a little bumpy."
Gwen and Ashley duck in the booths. The Rustbucket blasts through walls inside the spaceship and then out of the ship. Dark Prince and Ghostfreak come out of Mount Rushmore.
"Don't switch on me now," Dark Prince says.
Dark Prince and Ghostfreak see Vilgax's ship has crashed.
"Oh no!" Ghostfreak states.
Dark Prince and Ghostfreak fly to the spaceship. Max lifts his head from the steering wheel.
"Is everyone alright?" Max asks.
"I think we are," Ashley replies.
"At times like this going back to school doesn't seem so bad," Gwen admits.
A crash is heard from outside the Rustbucket so everyone looks back.
"Ben, Stephen?" Ashley, Gwen, Les, and Max question.
Vilgax starts walking towards the Rustbucket. Ghostfreak and Dark Prince hear a crash and then see the Rustbucket. The two enter the Rustbucket.
"Grandpa, Gwen?" Ghostfreak questions.
"Dad, Ashley?" Dark Prince questions.
Ghostfreak and Dark Prince exit the back of the Rustbucket and see Vilgax holding Les, Max, Ashley, and Gwen.
"No!" Ghostfreak and Dark Prince say.
Ghostfreak and Dark Prince change again and this time into Wildmutt and Liger.
"It's your choice," Vilgax announces, "You or them."
Wildmutt and Liger lower their head as Vilgax walks towards them. Vilgax drops Ashley, Gwen, Max, and Les and then touches both Omnitrixes reverting Wildmutt and Liger back to normal.
"How noble," Vilgax says.
Vilgax carries both Stephen and Ben to his ship. Max, Les, Ashley, and Gwen come to senses.
"Vilgax no," Max states, "Don't go back in there!"
Vilgax hops into his ship which takes off.
"Foolish earthling why would I?" Vilgax goes to question, "The autodestruct launch sequence has been initiated?"
Vilgax drops both Ben and Stephen and runs off to stop the destruct launch.
"Tennyson!" Vilgax shouts, "You are the thorn in my side."
Ben and Stephen get up and shoot Vilgax with the gun Max used earlier.
"Guess it runs in the family," Ben states.
Ben and Stephen run off as Vilgax pushes a machine off of him.
"Commencing self-destruct launch," the machine says.
"No!" Vilgax yells.
Ben and Stephen run for the hole and activate their Omnitrix. Ben becomes Heatblast as Stephen becomes Mount Lava. The ship explodes as Mount Lava and Heatblast ride down to the ground. Les, Max, Gwen, and Ashley run to where Heatblast and Mount Lava landed. Stephen and Ben look back at the others.
"Not bad for a doofus," Gwen says crossing her arms.
"Grandpa we need to talk," Ben says.
They all look up to the sky and see fire falling to the ground.
"How about we get these three back to Ohio before we do," Max announces.
"How about Stephen stays with us to help fight aliens," Gwen implies.
"I would so love too," Stephen says.
"Stephen I don't think your mother would enjoy that," Les explains.
"Well let's get you guys home then," Max says.
"All man," Ben says, "I was hoping to have at least someone normal travel with us."
By the next day the Rustbucket arrives at Boardman, Ohio near Bonnie's apartment.
"Well this is where we go our separate ways," Max says.
"It was nice meeting you all," Stephen says.
"Yeah it also was fun even if Vilgax attacked us," Ben admits.
"I hope to see you again Stephen," Gwen states.
Gwen gives Stephen a hug making the two blush.
"Well guys take care," Les says.
"Oh Stephen and before I forget you should be careful out there," Max announces, "There still are many more aliens to fight."
"Don't worry about my cousin," Ashley declares, "He can handle himself pretty well."
Max, Ben, and Gwen smile as Stephen, Les, and Ashley exit the Rustbucket and wave by as the Rustbucket drives off.
