On a distant planet hundreds of ships started to invade a planet. Azmuth was watching the ships. Then Professor Paradox appeared behind him.
"Azmuth, come with me." said Paradox
"There's no point, time walker. The Highbreed armada caught us totally by surprise. Galvin's planetary defenses are down. We don't have a chance. And without the Galvin, no other race in the galaxy has a chance, either." said Azmuth
"But - and I hesitate to say this to the smartest being in the universe - that's where you're wrong."
"Explain."
"We do have a chance - the chance you made for us."
"That is not what the omnitrix is for!"
"The boy has proven more then once that it can be used for purposes beyond what you intended."
"Perhaps."
"Came with me to Earth."
"I'm not leaving my home - not now!"
Paradox then walked up and stand right next to Azmuth. "And I'm not going back without you." The ships started to attack with a laser and one of the lasers was heading right were Professor Paradox and Azmuth was at. "I sincerely hope you'll reconsider in the next three seconds or so." Both Azmuth and Professor Paradox then disappeared right before the laser it building making it explode.
On Earth. Ben and Star just left the house as the left for there date. But Professor Paradox soon appeared right in front of them.
"I'm afraid the time for dates has passed, my friends." said Professor Paradox
"Professor Paradox." said Ben and Star
"And one other." Then Azmuth came from behind Professor Paradox. Ben and Star were shocked as they saw Azmuth. "Come with me."
Later at Mr. Smoothy Professor Paradox, Azmuth, were there with Ben, Star, Kevin and Gwen.
"What's so important that I have to miss the auto show?" asked Kevin
"The imminent destruction of your primitive world and all who live here." said Azmuth
"Yeah that's a good reason to put our date on hold." said Star
"But Kevin if you'd rather go look at a new convertible, by all means." said Gwen
"Professor?" questioned Ben
"The Highbreed attack has already begun." said Professor Paradox
"We know. We've been fighting them for weeks."
"The situation has escalated. They have conquered my home world, the only planet with the technology to fight them head-on." said Azmuth
"And their next target?"
"Earth." said Paradox
"The Highbreed attack plan has worked on a dozen worlds. They send a small number of Highbreed to the target planet. " said Azmuth
"Then infiltrate the locals by turning them into DNAlien slaves."
"And use the slaves to build a jump gate." said Kevin
"Correct. A hyperspace jump gate is an interstellar shortcut allowing the Highbreed to send warships across the galaxy in a matter of seconds." said Azmuth
"The four of us could barely take down one of their ships." said Ben
"The ship you defeated wasn't a warship. It was a small cruiser." said Paradox
"That's encouraging." said Star
"No force on this planet could stand against even a single Highbreed warship. They will send hundreds."
"Yeah, okay, we get it. We're hosed." said Kevin
"Unless we stop them before they complete the hyperspace jump gate." said Paradox
"It should be simple enough to find, even if they cloak it." said Azmuth
"It would have to be someplace with an enormous supply of quarts crystal, to stabilize the matter-transmission frequency."
"You mean like the abandoned quartz mine in La Soledad?" asked Gwen
"Where we saw DNAliens building a giant arch." said Ben
"So we know where we got to go, and we know what we got to do." said Kevin
"So the direct approach." said Star as she twirled he wand
"Sure. Direct... but not stupid. We've met a bunch of Plumbers' kids with superpowers, and a lot of them owe us favors. I say we call them in." said Ben
"May I suggest you send your teammates out for that job?" asked Azmuth
"Why?"
"I would have a word with the wielder of my omnitrix, in private."
"Right. Like I'm gonna miss this. See you when you tow get back, Gwen and Star." said Kevin. Gwen then grabbed Kevin arm. "Hey!"
"Kevin Ethan Levin, you come with us right now!" said Gwen as she pulled Kevin to Paradox
""Ethan"? Your name is Kevin E. Levin? You just lost all remaining pretense of cool." said Ben
"You promised you'd never tell!" said Kevin
"Well I won't be joining you guys." said Star
"Wait! Why does Star get to stay?"
"I'm not staying. I have some friends that can help us. So I'm going to get them." Star then opened a portal and entered it.
"Oh!" Then Paradox, Kevin and Gwen disappeared.
Star appeared close to St. Olga's. She noticed Pony Head left the school.
"Pony Head you left the school." said Star
"Yeah, the school is different since you and your friends were here last. They let us leave every once in a while. So you want to party?" asked Pony Head
"That's not why I'm here. I want to ask for your help?"
"What is it B-fly?"
"We need your help fighting the DNAliens and the Highbreed. I will warn you this won't be easy. I understand if you don't want to help"
"Of course, I'll help B-fly. Even though I don't know what those are."
Star open a portal and both Star and Pony Head went thru.
During that Alan was running through the corn field. He found a DNAlien. It hissed at it him.
"Yeah, whatever." said Alan as he turned on the flame. "So, you want to go a couple rounds or just give up?" The DNAlien started to run away. "My reputation precedes me." Alan started to fly in the air chasing the DNAlien. Alan shot a ring of fire around the DNAlien trapping it. The DNAlien made some noise. "Yeah, yeah. Tell it to the sheriff."
Then Paradox, Kevin and Gwen appeared.
"Nice work, kid. But if you really want to make a dent in the alien problem, you should come with us." said Kevin
With Ben and Azmuth
"Humans are not the brightest species in the galaxy. So I ask you again, do you fully understand the risk you are taking?" asked Azmuth
"Of course. The Highbreed want to take over the Earth." said Ben
"The Highbreed want to destroy the Earth! If you lose this war, it's the end of humanity."
"So I won't lose."
"Your foolish disregard of the enormity of the odds against you is precisely why I cannot allow you to take the omnitrix into battle. I have told you that the secret of the omnitrix is it allows you to walk a mile in the shoes of other life-forms. This is not the complete truth.
With Star and Pony Head.
Soon Star and Pony Head found Kelly.
"Kelly, me and my friends need help fighting DNAliens and the Highbreed. But its laterally goin to be dangers." said Star
"I'm in." said Kelly
"Okay, and I more thing we aren't going to kill them just knock them out." Kelly nodded her head understanding Star.
In Coopers lab. Cooper was working on a device.
"Here goes nothing." said Cooper. He pressed a button and put he's hand thru the computer. "Works like a charm."
Then Paradox, Kevin and Gwen appeared behind Cooper.
"Cooper?" said Gwen
Cooper turned around and saw Paradox, Kevin and Gwen. "Gwen! How'd you get in here? I don't care. It's great to see you." cooper ran to Gwen and went thru her. "O-oh. Intangibility glove." Cooper turned it off. "Still experimental, but I can use it to create an exception field to three-dimensional physics defying..."
"Maybe you can tell me about it later. I need a favor."
"Anything for you Gwen."
"You hear that, Gwen? Anything." said Kevin in a mocking tone
"Give him a break, Kevin. We're asking to risk his life." said Gwen
"Kevin's juvenile teasing doesn't bother me in the last. My adoration for you is far too pure and strong to - risk my life?" asked Cooper
"We're going back to La Soledad to fight the Highbreed. You don't have to go if you don't want to."
If you're going..." Then Cooper used his power and made a huge battle suit. "...then so am I."
With Ben and Azmuth.
"You lied to me?" said Ben
"I withheld portions of the truth from you until such time as you were ready." said Azumth
"And I'm ready now?"
"No. But circumstances forced my hand. The omnitrix is the last hope of alien species destroyed by the Highbreed."
"How's it supposed to..."
"I have stored within it DNA samples of every intelligent life-form in the milky was galaxy."
"10,000 of them. I know."
"As I'm continually forced to point out, you know very little. There are over one million samples encoded in the omnitrix."
"A million?"
"And with the omnitrix, you have the power to return to life any species that the Highbreed exterminates... including the human race."
"I will not let the Highbreed..."
"If you are destroyed with the omnitrix, there is no hope - not for the humanity, nor for any other race the Highbreed extinguish afterwards. The omnitrix is Noah's ark, and you are Noah. I cannot allow you to participate in the final battle.
Star, Pony Head and Kelly meet up with Paradox, Kevin, Gwen, Alan and Cooper at the Plumber bass at Mount Rushmore. Cooper was working on something.
"How long is that gonna take?" asked Kevin
"Almost ready. You're sure you want me to do this?" asked Cooper
"Ben said "all the help we can get."" said Gwen
"Okay. Switching on."
Then Darkstar appeared. "Free!" said Drakstar.h e tried to leave but got zapped by the energy field around him. "Aah!"
"Save yourself the trouble, Darkstar. You don't get out there unless we say so." said Kevin
"Kevin Levin, Star Butterfly, and the lovely Gwen Tennyson. To what do I owe this unexpected pleaser?" asked Darkstar
"We're here to free you from the Null Void." said Gwen
"Why? You put me in here in the first place."
"Much as I'd like to take the credit, Ben gats the glory on that one." said Kevin
"There's a threat to the Earth. Ben needs your help. We all do." said Gwen
"And if I promise to help you?" asked Darkstar
"We let you out. Simple as that."
"Then we have an agreement... lovely Gwen."
"Let him out."
"I don't like the way he talks to you." said Cooper
"We need him, Cooper."
Cooper pressed then a button and dropped the barrier. Darkstar dropped down. "Why would you trust me?" asked Darkstar
"I don't, but now that you're on Earth, if you don't help us, you won't survive, either." said Kevin
with Ben and Azmuth.
"Sorry, Azmuth, but I don't buy your argument. The Earth need to be saved, and I'm going to do it." said Ben
"I won't allow it!" said Azmuth
"How could you stop me?"
"I'll take the omnitrix from you!"
"You'll try." Ben was ready to use the omnitrix.
"Very well. If you insist on this foolishness, perhaps it's best if you have the full power of the omnitrix. Access master control."
The omnitrix started to glow for a second. "Master control unlocked." said the omnitrix
"Everything's unlocked? How many aliens can I turn into?" asked Ben
"1,000,903 genetic samples available."
"The omnitrix's menus are arranged in sets of 10 for simplicity's sake. But with voice command, you can..." said Azmuth
"Got it." said Ben
There was a knock on the window of Kevin's car. Ben rolled down the window.
"Get out of my seat, Tennyson." said Kevin
"We brought some help." said Gwen
Ben saw who Paradox, Star, Kevin and Gwen got.
"Hi, Ben." said Julie
"What is Julie doing here?" asked Ben
"You guys need help."
"An you can help... how?"
Julie whistled. "Here, ship!"
Ship came up to Julie. "Ship, ship. Ship, ship. Ship, ship." Ship then turned into the battle space ship. "Ship!"
"Oh. Okay!" said Ben
They all started to head to La Soledad. Once they got there some got out of Kevin's car and others exited Ship.
"Why are we stopping here?" asked Darkstar
"I have to ask the same thing? This place looks abandoned." said Pony Head
"It's a cloaking field." said Cooper
Kevin absorbed the metal of his car. "Once we go inside, it's on." said Kevin
"Okay. Nothing fancy. We go in, we destroy the hyperspace jump gate, we capture any Highbreed we can find. That's it. One more thing. Whatever we were before, to day we're a team. We look out for each other. We win or lose together." Ben activated the omnitrix and hit it. "Cannonbolt!"
"Haven't seen him for a while." said Gwen
"What can I say? I'm feeling nostalgic."
They started to go through the cloaking field.
"They've been busy." said Kevin as he drove his car in.
"Snow?" questioned Darkstar
"The aliens like it cold." said Star
"I should have brought a jacket." said Gwen
"I've got a felling it's going to get pretty hot in here." said Ben
The DNAliens noticed them and cried out. All the DNAliens started to charged at the group.
"Okay, now I see them." said Pony Head
Darkstar blasted the first group of DNAliens that was coming at them. The group started to charged. Kevin started to slide DNAliens with his car as he jumped out and started to punch more DNAliens. Gwen started to blast the DNAliens. Kelly started to attack the DNAliens with a wooden staff. Alan was shouting fire at the DNAlien from the sky. Pony Head was firing blasting from her horn at the DNAliens. Ben started to role through the DNAliens. Star started blast DNAliens with spells with combined with kicks and punches. As some of the DNAliens started to shot goo at some of them. Gwen made a shield to block the goo. Kevin jumped and hit the ground sending s shock wave at the DNAliens. DNAliens started to surround both Professor Paradox and Azmuth. Paradox pulled out his watch and clicked it. Time started to slow for Paradox. He walked past the blast the DNAliens fired. Azmuth ran as the DNAliens fired blast and shot goo. Azmuth got his feet stuck in goo. Azmuth tried to free his legs.
"Well, that's just revolting." said Paradox
Cooper fired some missiles at the DNAliens. Paradox picked up Azmuth and quickly took down the DNAliens that were around them. Julie was standing on top of Ship as he fired at the DNAliens from the sky. Dartstar kept blasting DNAliens. Then one of the DNAliens knocked his helmet of his face. Darstar fired a huge blast knocking down several DNAliens. He started to absorbed the energy from the DNAliens. "Yes! Yes!" said Darkstar as he started to return back to the way he was before. "Yes!"
Then Ben rolled in. "No! Stop hurting them!" said Ben
"This is a battle. We do what we must to survive."
"These are human being, Michael. They're under alien control. We take them down, not out. Understand?"
Darkstar stopped absorbing the DNAliens and reverted back to the way he was before. He picked up his helmet and put it back on. "You're a fool, Ben. What would you do - cure them?"
"Actually, that's not a bad idea. Omnitrix, revert DNAliens to human." The omnitrix symbol fired a green beam at a DNAlien and turned it back to a human.
"Genetic damage repaired." said the omnitrix
"Again. As many as we can." Ben said gasping for his breath. The fired a green beam and started to turned DNAliens back to human. Cooper saw what Ben was doing.
"Warning - energy reserves depleted. Cycling to recharge mode."
Ben then collapsed into the snow and turned back to normal. Gwen put up a dome to protect Ben as the DNAliens attacked. Then Kevin and Star took out the DNAliens that was attacking them. As soon as Gwen took down the dome she ran to Ben. "Ben, are you okay?!" said Star in a worried tone
Kevin walked up to Ben. "Wake up. As much as you need your beauty sleep, now's a good time." Star and Kevin helped Ben up. As Paradox and Azmuth showed up.
"What happened?" asked Ben
"You misused the power of the omnitrix!" said Azmuth
"I was helping people."
"You were wasting power in a pointless exercise!"
"Good intentions, Ben, but in matters like this, timing everything." said Paradox
"What do you mean?" asked Ben
"It will come to you."
"Are you saying I can't used the omnitrix to cure the DNAliens?"
Then Cooper came up to them. "Now that I've seen how you do it, maybe you don't have to." said Cooper as he started to use his power and dismantled the suit. He used the parts to make some blasters.
"What are those?"
Cooper grabbed on of the blasters and blasted a DNAlien and it turned back into a human.
"Oh, I like that." said Kevin
"One shot will revert a DNAlien to human." said Cooper
"And it won't hurt them?" asked Gwen
"They'll wake up with a little headache." Everyone came and grabbed a blaster.
"Okay, how I'm supposed to used this? If you haven't noticed I don't have hands." said Pony Head
"Or arms, or legs, or a body." added Darkstar
"I can fix that." said Cooper as he adjusted a blaster to fit and work on her horn.
Ben activated the omnitrix and hit it. "Jetray!" Ben said as he grabbed two blasters and fly up into the air. He started to blast the DNAliens. Then transformed in to Swampfire and dived bombed the DNAliens. Star blasted the DNAliens with both her wand and the blaster. Gwen was firing with a blaster in on hand and with the other she made shield. Paradox was walk as he blasted the DNAlien. Azmuth fired a blast but the kick back was to much he fell of Professor Paradox shoulder. Kelly was firing DNAliens with a blaster. Darkstar was firing with a blaster and blasting at the DNAliens with his powers. Alan was blasting them with the blaster and fire from the air. Julie fired a blaster from the top of ship. Pony Head was zooming around as she fired blasts at the DNAliens. Ben used Swampfire's power to tangle the DNAliens as other blasted with the blasters. Cooper was blasting DNAliens. Azmuth tried to fire again but the kick back send him and he rode the blaster like a pogo stick. Kevin was running a gunning with two blasters. They kept movie up closer and closer to the hyperspace jump gate. A blast was fired at the group. Ben saw it coming and jumped up into the turned into Upchuck and ate the blast and spit it right back.
In Highbreed control room.
"It's impossible. That vermin must not be allowed to reach us." said the Lead Highbreed
"Our forces are routed, master. I do not think we can stop them." said a DNAlien
"Very well. We must accelerate our plans. Activate the jump gate now."
"As you command."
Two other Highbreed used a device to activate the jump gate.
On the battlefield.
"Guys, the jump gate's powering up." said Gwen
"If I remember correct. We were not supposed to let that happen." said Pony Head
"What do we do now?" asked Alan
"We break it." said Kevin. He ran up and jumped and hit it. Kevin was send flying back to the ground. "Not even a scratch. What's it made of?"
"Neutronium carbon alloy." said Paradox
"Dude, that was totally - what's that word?" asked Kevin
"Rhetorical." said Gwen
"Yeah. That."
"Everybody, hit it together. on three." said Ben. Everyone got ready to attack. "One, two, three!" Everyone started to blast the jump gate. But the attacks did nothing to the jump gate.
"Nothing." said Darkstar
"We're too weak." said Cooper
"Maybe not." said Ben. Then he hit the omnitrix symbol. "Way Big!" Ben started to pick the jump gate.
"It's working, Ben! Keep trying!" shouted Star so Ben could hear her.
"Back away! It's about to..." said Paradox
The jump gate started to open and send a strong wind and electrocute Ben. Ben then started to fall back missing the group. The Highbreed warships started to come through the jump gate. Ben turned back to normal and was unconscious in the creator he made.