At a cave Jetray and Darkflame appear and revert back to normal. Both Omnitrix start beeping.
"I know it's a trap," Ben says, "I'm not just walking in there."
Albedo walks out.
"Then I'll come out," Albedo says, "And you're right it is a trap."
Albedo activates his Omnitrix and becomes Humungousaur.
"I see you got your knockoff Omnitrix working," Ben says.
Ben and Stephen activate their Omnitrix. Ben becomes Humungousaur as Stephen becomes Smashface. Smashface is a Minotaurus that is five feet seven foot and has super-thick, nearly indestructible skull and horns used for ramming opponents. The rest of Smashface's skeleton is also super hard which grants him enhanced durability and strength. His powerful legs give Smashface enhanced speed and agility.
"Humungousaur!" Humungousaur yells.
"It's not a knock off," Negative Humungousaur says, "It's the Ultimatrix and it's a definite improvement over the original. Wanna see?"
Negative Humungousaur turns the Ultimatrix.
"Not only can I turn into any alien you can but I can also evolve them to their ultimate form," Negative Humungousaur says.
Negative Humungousaur turns into Negative Ultimate Humungousaur.
"Meet Ultimate Humungousaur," Ultimate Humungousaur says.
"I've beaten tougher guys than you," Smashface states.
"For starters how about now?" Humungousaur asks.
Smashface and Humungousaur go to hit Ultimate Humungousaur but instead they get hit and fly onto the ground.
"It's going to take more than that to," Smashface says.
Ultimate Humungousaur is in the sky and shoots at Humungousaur and Smashface sending them backwards. Ultimate Humungousaur lifts Smashface and Humungousaur up.
"Wait we still need him," Vilgax says.
Humungousaur see Vilgax and his Bioids. Ultimate Humungousaur drops Humungousaur and Smashface.
"Here's what is going to happen Ben and Stephen," Vilgax announces, "You're going to give me the Omnitrix or I'm going to kill your friends."
The Bioids reveal Rick, Kevin, Ciara, and Gwen.
"Don't listen to him," Gwen says.
"He's just a big green bow hard," Kevin says.
Vilgax starts squeezing Kevin.
"What's it going to be?" Vilgax asks.
Humungousaur and Smashface stand up.
"Okay stop it," Smashface says.
Vilgax lets go of Kevin.
"Don't do it guys," Rick says.
"Omnitrix voice command mode," Humungousaur and Smashface say.
"This mode is locked and not available," the Omnitrixes say.
"Command function override code ten," Humungousaur and Smashface say.
"Override accepted," the Omnitrixes say.
"Decupled Omnitrix code zero, zero, zero, release compel zero," Humungousaur and Smashface say.
"Command accepted," the Omnitrixes say, "Omnitrix decupled."
The Omnitrixes come off Ben and Stephen as Vilgax holds his hand out.
"Give it to me," Vilgax says.
Stephen and Ben hand over the Omnitrix. Vilgax cheers with his Bioids as the heroes are shocked.
"You won so many battles," Vilgax says, "But the war is mine. Bow down before me."
"You got the Omnitrixes Vilgax," Ben says, "Don't press your luck."
"Still defiant fine I have beaten you Ben Tennyson and Stephen Jeffcoat," Vilgax says, "You have nothing."
"They got friend," Max says.
Max in his Plumber Suit shots at Vilgax and the Bionics with Rob who uses Merchcus Veridactus. Kevin and Rick get free and start fighting the Bioids. Gwen and Ciara too get freed as Max and Rob land on the ground. Rob brings out a spell book.
"My old spell book?" Gwen questions.
"I saved a page for you," Rob states.
Rob opens the spell book as Ultimate Humungousaur runs towards the team.
"Abeo Exorior" Gwen reads.
Abeo Exorior is a teleportation spell. The team disappears as Ultimate Humungousaur goes to strike. Soon Gwen, Ciara, Rick, and Kevin are watching Albino being teamed up by Vilgax's Bioids that Vilgax turned into Humungousaur. They are in the Rustbucket with Max and Rob in the front. Ben and Stephen aren't watching as they are upset they don't have the Omnitrix anymore.
"Bad day to be him," Kevin says.
"Worse day to be us," Ben and Stephen say.
"How are we seeing all this anyway?" Ciara asks.
"Spy cubes," Max replies, "Standard Plumber issue. I left a few at the scene."
"Where are we going?" Rick asks.
"Away from Vilgax," Rob replies, "We are the planets last hope. Next time we meet him I want it to be on our terms."
"What's the plan Tennyson?" Kevin asks.
"Plan?" Ben questions, "Haven't you been paying attention it's hopeless. Vilgax has an army with all of our powers. We lost the Omnitrixes."
"But you still have your whining voice," Rick says.
"Stop this thing grandpa!" Ben yells, "Stop it!"
Max stops the Rustbucket and so Ben runs out.
"Ben!" Stephen yells.
"Ben come back!" Gwen yells.
"He ran away," Ciara says.
"Who needs him?" Kevin asks, "We're trying to save the world that's not a job for quitters."
"He never quit on you," Gwen says.
"Easy kids let's not turn on each other," Max says.
"I'm not I'm just," Gwen says.
"I'm sorry Gwen," Kevin says.
"Let Ben have some time he just needs to be alone for a while," Stephen explains.
"Hun, that's the last thing he needs right now," Ciara says.
Coming outside to Ben is Gwen and Stephen with Ciara.
"You're soaked," Gwen says.
Gwen goes to hand Ben his jacket she had over her head.
"I don't deserve that," Ben says, "It belongs to a hero."
Ben tosses the jacket.
Gwen uses Contigo over herself, Ben, Stephen, and Ciara.
"How many times have you helped people?" Ciara asks.
"I don't know lots," Ben replies, "But I had the Omnitrix."
"And how many times was the Omnitrix out of power or broken?" Stephen asks.
"It almost never works right," Ben replies, "What's your guys' point?"
"It's not the tool," Gwen says, "It's the man."
"If you're talking about the most powerful tool in the universe?" Ben asks, "It's the tool. Without the Omnitrix we don't have a chance."
Gwen, Stephen, and Ciara walk off but stop.
"We're depending on you Ben," Stephen admits, "The whole world is, and we know you'll come through."
Gwen, Stephen, and Ciara return to the Rustbucket as Ben walks off.
"When do the Plumbers get here?" Gwen asks.
"A week," Rob replies, "Ten days the latest."
"We can't wait a week," Kevin states.
"Yeah there might be enough planet to say," Rick explains.
"I've got a plan," Ben says.
Appearing in Vilgax's ship is the team.
"There is an old expression about not counting your chickens before they're hatched," Max states.
"They Tennyson family and their pet juvenile delinquent and the Savinda family with their pet as well," Vilgax says.
"Juvenile?" Kevin questions, "I'm going to be eighteen a year from next Tuesday."
"Your birthday's next week and you didn't tell me?" Gwen asks.
"It's no big deal," Kevin replies.
"I don't have time to pick out a present," Gwen explains.
"I wouldn't worry myself girl," Vilgax says, "None of you will live to see the day."
"I think that's the longest I have been around you where I haven't heard a death threat," Ben states.
"Mocking me?" Vilgax questions, "Your bravery is obvious, but I do question your intelligence."
A group of Bioids surround the team.
"Bioids," Rob says.
"Just a few of the hundreds of thousands I have onboard this vessel," Vilgax states, "Allow me to demonstrate."
Vilgax changes the Bioids from Diamondhead to Lodestar to Spidermonkey and then back.
"No one in the universe can stand against my power," Vilgax says.
"Not what we had in mind," Stephen announces.
"You're going to try a hero's challenge?" Vilgax asks, "Fight me one on one for the Earth and somehow trick me to giving up the Omnitrix so you can save the day?"
"Nope you're giving us the Omnitrixes at your own free will," Ben replies.
"Why would I do that?" Vilgax asks.
"So you don't blow up," Ben replies.
