At one of the Forever Knights castle. Knights were run into the castle as the started to close it up. Soon after the closed the door something started to bang on the door. One of the Knights was scared as the banging continued. Then the door was punched through by a Vaxasaurian.

"Forever Knights!" said the Vaxasaurian. As he slapped the Forever Knights knocking them out. He then went up to one. "Answer me. Where is he?"

"Why ask what you already know? Are you testing us?"

The Vaxasaurian grabbed the Knight and pressed him agents the wall. "I test your will to live. Now, for the last time..." Then the Vaxasaurian turned into Ben. "Where is Ben Tennyson?"

Kevin and Gwen were driving in Kevin's car. Gwen's had an object as her eyes and the object was glowing.

"Tracking Ben like this feels weird, Kevin." said Gwen

"Your idea. All I know is there's a lot of alien-com traffic, and Tennyson's name keeps coming up." said Kevin

"Was there anything about Star?"

"No, nothing about Star or anything of a girl with him."

"That's strange. Getting something. Make a left." Kevin turned left. They soon got to a castle and they saw it was on fire. They left the car. "Wow."

"Gwen, up there." Kevin said as he saw a Aerophibian flying away.

"Ben! Hey!" Gwen Shouted

They soon heard some groaning and saw a Forever Knight beat up an laying on the ground. Kevin and Gwen ran to him. "Ben 10 has shown no mercy." said the Knight

"Well, what did you do?"

"Nothing. I swear on my order. He's ruined three of our castles in as many days."

Kevin then looked to Gwen and she said. "First I've heard of it."

"They say at court that the cursed Ben 10 has even attacked a hive of DNAliens." Then the knight passed out.

"Your cousin took out a whole hive? Come on! He doesn't have the guts." said Kevin

"You mean, it's not like Ben to go on a mission like that alone."

"Okay."

"Why is he keeping secrets from us? Also were is Star? Ben is like always with her."

At Ben's house Ben and Star were studying with the help from Julie.

"You get it, Ben and Star? The kid weighs 25 kilograms, 3 meter per second, 2 meters from the center of the merry-go-round." said Julie as she Ben and Star were eating Chili Fries

"What? Julie, wait. I better write this down." said Ben

"Same here, I better write it down as well."

Then Kevin and Gwen walled in to the house.

"Congratulation, Tennyson. You're finally putting the omnitrrix to maximum use - you know, clandestine butt-kicking-wise. You-" said Kevin then Gwen elbowed him.

"What are you talking about?" asked Ben

"Nice try. We say you as Jetray flying away from a battle." said Gwen

"Look, me and Star have been studying all week for a physics test tomorrow. It's our worst subject."

"Maybe you're not really studying."

"Wait. Considering the aliens and weird transformations and stuff Ben and Star deals with, there could be any number of explanations for what you saw." said Julie

"You saying you can vouch for his whereabouts?" asked Kevin

"No. I got here a few minutes ago."

"I can Ben was here and we were studying, but he did went out to get some chili fries." said Star

"They study, and I come over to help them review - not that they are actually acing the review."

"We're getting better."

"You two are making a real effort."

"With grandpa Max gone, we've got to rely on each other. If you've got a secret, you should spill it - now." said Gwen

"I swear, Me and Star have been all about calculating the angular momentum. If I don't pass, my mom will ground me, which means minimal hero time and even less time with Star out of the house. You do the math. 'Cause, apparently, I can't." said Ben

"I believe him. When you lie, your left eye twitches. But who knows? Maybe you've been blacking out and sleepfighting." said Kevin

"Just like Star did that one time. Is the omnitrix making you attack your enemies in your sleep?" said Gwen

"If we're going to discuss this, I need more chili fries." said Ben as he went for some fires, but they were all gone. "You two ate them all."

"What? they're delicious." said Star. Then a floating Eye came into the room. "Not again." Star open a portal and pushed the eye in it.

"What was that?" asked Gwen

"It's a All Seeing Eye. It's to let the monster know that the royal family is always watching. This like the 15th eye I found and had to send back. So Ben's parents don't find out."

At Ludo's castle. Ludo was in a rage.

"She sent back another one." said Ludo in an angry tone

"Yes, could it be possible that she knows we are trying to spy on her with the All Seeing Eye." said Toffee

At the Burger Shack. Ben entered and walked up to the counter.

"You disgust me. You, this miasma you call food, its foul-smelling, oily digestive preparation. Everything human reeks!" said Ben

"Yeah, probably the onion." said the person behind the counter.

"All the same, I find myself craving the entire putrid experience. It must be in the DNA." Ben said as he ate. Then he left.

The another walked in and walked up to the counter.

"Chili fries." said Ben

"Careful, kid. Those double portions catch up with you." said the person behind the counter.

"Excuse me?"

"Friendly advice. Take it or don't." the guy said as he gave Ben his chili fries.

Outside Star, Kevin and Gwen were waiting in the car.

"Here he comes." said Gwen as Ben came out.

Ben burped. "I sicken myself." he said then he activated the omnitrix and hit it and turned into a necrofriggian. He then started to fly away.

"What the heck?!" said Kevin as he started to follow him. As Ben came out of the Burger Shack.

"Guys?!" said Ben as he ran after them. Then he stopped running and activated the omnitrix and hit it. "Big Chill." Then Ben flew off after them.

At a Forever Knights castle. Kevin drove up to it as the Necrofriggian was fighting a the Forever Knights.

"Where is Ben Tennyson?" asked the Necrofriggian. Then he froze the Knight. He was blasted in the back as more Knights charged at him.

"Attack!" said a Knight

Star, Gwen and Kevin who absorbed some rock, ran to help. Star kicked a Knight out. As Kevin knocked a Knight off into the water. A Knight was about to blast Kevin, but Gwen grabbed the blaster with an energy beam and tossed the gun away and blasted the Knight. Star blasted another Knight and the Necrofriggian froze the last Knight.

"Ben? Are you feeling okay? You kind of took off without us back there." said Star a little worried.

The Necrofriggian went up to Star and grabbed her. "You - you know of Ben. Where is Ben?"

"Ben what's wrong with you? Please change back? Let's go home." Star said worried

The Necrofriggian let go off Star and turned into Ben. "Yes, it is I, Ben Tennyson. Transport me, Ben 10, to my domicile. There are grave matters there of a personal nature to which I, Ben 10, must attend."

Then Big Chill caught up to Star, Kevin and Gwen. "Thanks a lot, guys." then He landed. "You left me." Then he noticed there was another Ben. He turned back to normal. "Uh, who's your friend?" Star was shocked off what she was seeing

"Ben Tennyson? A most difficult creature to find. But I must see you. I am Albedo of the Galvin." said Albedo

"A Gray Matter? Kind of tail."

"I am the builder of the omnitrix. I must have it back. Your days as Ben 10 are at an end. Remove your omnitrix and return it."

"Wait, Albedo. I thought this was the only omnitrix in the universe."

"Anyway, Ben told me a guy named Azmuth built it." said Star

"Azmuth is a liar." said Albedo

"But the DNAliens, the Highbreed - I'm supposed to save the world with it." said Ben

"It is incomplete and prone to catastrophic malfunction."

Ben tapped the omnitrix. "Not lately."

"You have great, or by now you would have ripped a hole in the fabric of the universe."

"He could be a Highbreed trying to trick you out of it." said Gwen

"Maybe. Why don't you show your face? It feels a little crazy talking to myself." said Ben

"Yeah, this is weird." agreed Star

"If only I could. I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body, constantly craving chili fries and scratching myself in places I suspect are inappropriate!" said Albedo

"Wow. He really is you." said Gwen

"You see, your DNA is encoded as the default in your omnitirx. Mine synchronizes across space and time with yours. You have become my default as well."

Kevin then walked up to Albedo. "Well, which is it? Do you want to watch to fix it or to keep the universe from falling apart?" asked Kevin

"Uh, both!"

"Since you built the omnitrix, tell me how it comes off." said Ben

"Yes. I trust you are versed in the practical applications of eight-dimensional quantum-gravity monopole equations." The Albedo's left eye twitched.

"It really does twitch when I lie."

"Told you." said Kevin

"Very well. There are other ways to disarm you." said Albedo. Then he pussed Kevin and activated his omnitrix and hit it and turned into Jetray. Flew and grabbed Ben. Albedo started to carry Ben away. Then Ben used his omnitrix.

"Humongousaur!" said Ben. Then Albedo dropped Ben into the water. He flew back and started to fire his eye lasers at Ben. Ben started to climb the castle as Albedo was firing at him. Ben made it to the top and Albedo hit Ben with a laser. "Hey! That really stings." Ben grabbed some of the floor and tossed it at Albedo. Albedo dodged it.

"You are not worthy to wear the omnitrix!" Albedo then tackled Ben and send him through the floor.

"Find something to touch!" said Gwen

"Huh?" said Kevin as he looked around and then hr found on of the Forever Knight's swords. "Oh." He tough the sword and absorbed it. "It'll have to do."

Ben got up as Albedo landed, "Thank you for your sacrifice." Albedo was about to fire, but he got hit by a rocks.

"What a crock." said Kevin as he thru rocks at Albedo. Star and Gwen were doing it as well. Albedo started to blast the rocks. Then Ben grabbed Albedo and got him in a hold.

"Give up." said Ben as Albedo fired lasers and struggled to get free. "I'm better at this." Albedo fired and a piece of the castle Gwen put up a shield around her, Star and Kevin and dodged the rock. Albedo got loss from Ben and flew away. Ben turned back to normal.

"He won't get far. He left his mana all over the place." said Gwen

The headed of in Kevin's car.

"Evil twin, huh? Guess you really are a hero?" said Kevin

"A hero with a big test in the morning." said Ben

"And we would be home studying if you'd have listened to Ben the first time." said Star

"Who knows what damage Albedo would be doing? Turn here!" said Gwen. They soon found themselves at a computer store. They got out of the car and entered the store as people were running away. When they got inside Gwen tried to locate Albedo again. "Too many machines, not enough living things. I can't track Albedo in here."

"We'll spilt up and surround him." sad Ben

"How will we know which one's the real you?"

Kevin then picked up a marker and put up a X on Ben's cheek.

"Hey!" said Ben

"We'll call you Ben "X."" said Kevin

Ben spit in his hand an wiped of the X. Ben and Star went one way and Kevin and Gwen went the other.

As Ben as Star walked and looked for Albedo.

"Ben I'm sorry, I thought Albedo was you." said Star in a sad tone

"It's okay Star. I'm not mad. I didn't even knew about Albedo. So there is nothing to be sorry about." said Ben to make Star feel better.

With Gwen and Kevin.

Gwen and Kevin were walking and looking out for Albedo. They soon ran into Albedo

"Guys, over here. I think I heard something." said Albedo

"Didn't you go the other way with Star?" asked Kevin

"Yeah, me and her split up. Oh, man. I should not erased Kevin's mark." said Albedo. Kevin and Gwen walked past him then he went and grabbed a hose. Then Ben and Star turned the corner.

"Hit the deck!" said Ben

Then Albedo shot them with foam and Kevin and Gwen got stuck to the wall.

"This reeks! He got us with packing foam! No leverage." said Kevin

"Look, Albedo, you're not getting my omnitrix." said Ben

"I have all your powers and a superior intellect. Surrender if you value your life." said Albedo

"'Cause that would be so much smarter." Ben then activated his omnitrix and hit it. "Goop!"

Albedo tried to blast them with foam. Ben dodge by going up and Star dodge to the right. Albedo continued to hit Ben. Ben shot his goo at Albedo. Albedo dodge the goo as he ran through the store. As Ben was keeping Albedo busy Star started to head to Kevin and Gwen. Albedo activated his omnitrix and hit it and turned into Humongousaur. Albedo hit a shelf at Ben, but he dodged it. Albedo started to charged at Ben. Ben tapped the omnitrix symbol and changed form. "Swampfire!" Albedo swang his tail at Ben, he dodged to the right. "Here's mud in your eyes." Ben said as he thru mud into Albedo's eyes. As Albedo tried to get the mud out Ben fire some fire balls at Albedo.

With Star, Kevin and Gwen.

When Star got the she started to fire a magic beam from her wand to destroy the packing foam.

"Can't you get rid of it faster?" asked Kevin

"If I used more power I might hurt you and Gwen." said Star

"It's okay, just take your time." said Gwen

The battle with Ben and Albedo

Albedo tapped his symbol and turned into big chill. Ben tried to shot fire balls, but Albedo dodged by going intangible. Albedo breathed on him freezing him a little. Ben tapped the omnirtix symbol. "Brainstorm! Tremble before my electrolocutive power, you fackless facsimile!" said Ben. Then he opened his head and shot lightning out and zapped Albedo. Albedo then tapped his omnitrix symbol and turned into Echo Echo. He then duplicated into five and surrounded Ben. Ben fired at the Albedos but they dodge they attacks. Then Ben was surrounded again.

"Surrender or die!" The Albedos then send out a sonic scream.

"Deusedly difficult to cognitate." Then Ben tapped the omnitrix symbol. "Jetray!" Ben flew up and fired his tail laser at the Albedos.

"You can't keep this up!" Then all the Albedos merged and then he tapped his omnitrix symbol and turned into Spidermonkey. He shot a web at Ben trapping him on the sealing. Albedo jumped on to Ben. "Your omnitrix will lose power. Yield!" Albedo started to punched Ben. "Yield!" Albedo continued to punched Ben. "Yield!" Ben then zapped Albedo. He then tapped the omnitrix symbol.

"Chromastone!" Ben flashed and got free from the web. Ben started to charge but turned back to normal. "Uh-oh." Then Ben stopped.

"I told you. I told you! You have drained your omnitrix, whereas mine..." Albedo then turned back into Ben. "I don't need an omnitrix to destroy you." Both Ben Albedo through a punch. Then there omitrixs connected. They tried to separate the omnitrixs.

"What's going on?" Ben asked as Albedo was on the ground with Ben on top of him.

"Their proximity is creating a bioenergy feedback!" The omnitrixs started to release energy. As Albedo hair started to turn silver and his jacket turned red.

Star was still trying to get Kevin and Gwen out a they saw what was happening. "Well, no confusing those two now." said Star

Albedo turned it around and then Ben was on the ground. "You have damaged this form! You will pay!"

Ben then spun Albedo and got him into a hold. "Tell me how to get these apart!" said Ben

"Perhaps if one of us could manage to die!" Albedo struggled.

"Don't tempt me."

"Star can you hurry it up?" asked Kevin

"I'm almost done." said Star. Kevin struggled to help Star. Then he was able to get free. Kevin ripped of the packing foam holding Gwen. The three ran over to Ben and Albedo who where both now standing. As they got there their omnitrixs separated. Then a bright light appeared.

"He's here." said Albedo

"Who's here?" asked Star

"Azmuth."

Then Azmuth appeared right in front of them. "You bet he is. Azmuth of the Galvin, the true genius behind the omnitrix. You've overloaded the thing so badly, I could sense it half a galaxy away. Those nonstop transformations are going to break it."

"I was just -" said Ben

"Save it. I know. Albedo, my former assistant, built an inferior copy. I warned you that there could only be one omnitrix. You ignored me."

"Someone's in trouble." said Kevin

"I will not trust the universe's fate to an unworthy human. If my omnitrix cannot function, I will have his!" said Albedo

"I told you the omnitrix is beyond you. You could have doomed us all!" said Azmuth

Ben and Star traded worried looks. "So, the universe really was a stake?" asked Ben

"If you'd lost the omnitirx, yes. Albedo only wanted it to restore his original form."

"This human body is unbearable!" said Albedo

"I get that. And the face is even worse." said Kevin. Then Star blasted him in his shoulder. "Oww!"

"Albedo, though your arrogant act of rebellion, you have proven yourself a lesser being." said Azmuth. He jumped on Albedo's arm and disabled his omnitrix. "You shall remain as you are, in a prison of your own making."

"No! You can't!" said Albedo

"I have."

"I hate you!" Albedo then disappeared.

Ben then walked up to Azmuth with Star right behind him. "He won't bother you again. You're on your own from here."

"I still have a few questions, like what's the watch really for and how many aliens can I -" said Ben

"Look, kid, you alone have made omnitrix a force for good in ways I never conceived. It's better, I think, to allow you to creat your own way of using it." Azmuth then jumped in to Ben's hands. "No question. For all my concerns, you're the only being worthy to wear it. And I'm not the only one who thinks so."

"Who else?"

My business. It's a... surprised." Then Azmuth noticed Star. "You are the princess of Mewni. Am I right."

"Yes, Azmuth. My name is Star Butterfly." said Star

"Well its good to meet you Star."

"How did you know I was a princess?"

"Lets just say I have a history with your family. Also I know that that only the females of the royal family have cheek marks."

"What is your history with my family?"

"I will explain at different time. Just know there are difficult trails ahead form both of you, Ben and Star. Be ready." Then Azmuth disappeared.

"The first trail for both of you is the physics test in about 3 hours." said Gwen

At school. The results of the test was being handed out. Both Ben and Star saw what they got and were relieved.

At Mr. Smooty. Ben, Star, Kevin and Gwen were in Kevin's car. Ben and Star showed what they got both C+.

"And you thought we weren't really studying." said Ben

"I'm sorry. The suspicious circiumstances made me... suspicious." said Gwen

"And I'm sorry I thought it was you kicking butt." said Kevin

"Fair enough... I suppose. I don't know how much I like Azmuth not letting Albedo turn back." said Ben

"I'm carouse what is the history between him and my family." said Star

Ina n unknown location in space. Albedo was sitting in a cell.

"Why bother with a cell? This human body is prison enough." said Albedo

Then a slot opened on the door. "Dinner." said a voice as a green rode came through and dropped on the floor.

Albedo picked it up. "But someday I will be free. Then they will all suffer, starting with Ben Tennyson. Until that day... bring me chili fries!"