"Omnitrix command function override," Ben says, "Code ten."

The Omnitrix beeps.

"Override accepted voice command activate," the Omnitrix says.

"What are you?" Vilgax asks.

"Omnitrix self-destruction in thirty seconds," Ben says, "Command code zero, zero, zero, destruct, zero."

"Destruct sequence completed and engaged," the Omnitrix says, "Detonation in T minus thirty seconds."

"If the Omnitrix self-destruction it will destroy the entire universe," Vilgax explains.

"It would if I'm letting the charge build up for a few days but I'm only giving you thirty seconds," Ben declares.

"Detonation in T minus twenty seconds," the Omnitrix says.

"My bad twenty seconds," Ben corrects.

"Take off the Omnitrix or it's going to blow," Stephen says.

"You're bluffing," Vilgax says.

Vilgax activates the Omnitrix and turns his Bioids into Swampfire.

"Destroy them," Vilgax says.

"Detonation in T minus ten seconds," the Omnitrix says.

"Five, four, three, two, one," the Omnitrix says.

The Omnitrix starts beeping and explodes sending Vilgax backwards releasing Stephen's Omnitrix. Rob and Gwen use Thrasius. Ben runs to Vilgax as Stephen runs to his Omnitrix and puts it on. Rick and Kevin fall backwards.

"Kevin!" Gwen yells as Rob yells, "Rick!"

Rob kneels down to Rick as Gwen kneels down to Kevin. Ben grabs his Omnitrix that is destroyed.

"Oh man," Ben says.

"I'm sorry Ben the Omnitrix is a high price to pay," Max says walking to Ben with Stephen and Ciara.

"You know I kind of got an idea about that," Ben says.

Rick and Kevin start screaming and then revert back to normal as Max, Ben, Stephen, and Ciara run to them.

"I got a headache," Kevin says, "Like you wouldn't believe."

Everyone stares at Kevin and Rick so they sit up.

"What?" Rick asks.

"You're human again," Gwen replies.

Rick and Kevin realize they are back to normal.

"It must have been the Omnitrix that was keeping you in that form," Rob explains, "But not Stephen's."

"Once it was destroyed," Max adds.

"I'm normal?" Kevin questions.

"Let me show you," Gwen says.

Gwen kisses Kevin.

"It was a nice little moment why did they have to do that?" Ben asks.

"Victory kiss," Gwen replies.

"Premature you haven't yet won," Vilgax says.

Vilgax walks to the team as Ben and Stephen walk to Vilgax.

"You don't have the Omnitrixes," Stephen states.

"And your Bioids are lawn sculptures," Ben says, "Face it you're finished."

"I'm still Vilgax conquer of ten worlds," Vilgax says.

Vilgax goes to punch Ben but is stopped by Rick and Kevin.

"Guess, who's got his old powers back," Rick says.

Rick and Kevin hit Vilgax sending him backwards. Vilgax starts getting up.

"No I won't lose to you children," Vilgax declares, "Not again."

Vilgax starts pushing buttons as Max starts shooting Vilgax. Vilgax blocks it with a shield.

"To late Tennyson our course is already set," Vilgax says.

Vilgax breaks the controls.

"What did you do?" Rob asks.

"I can't conquer the Earth today but I can punish you," Vilgax replies, "The ship is locked onto collision course with Bellwood."

"This ship has a fusion drive," Gwen says, "When it hits."

"The explosion will destroy our home town," Kevin finishes, "And everything else for a hundred miles."

"Artillery control," Ben says, "We can guide the ship away."

"Perhaps but you have to get through me," Vilgax says drawing a flamed sword.

"I'm good with that," Stephen says.

"Me too," Max says.

Max, Rick, and Kevin run for Vilgax as Rob and Gwen summon mana to their hands. Max shoots at Vilgax as Vilgax blocks it.

"Sorry Ben," Stephen says.

Stephen activates his Omnitrix and becomes Shellhead. Shellhead is a Testudine that's shell can withstand nearly any type of damage. He does have the ability to rapidly spin around and shot water jets out from his shell.

"What the?" Shellhead questions.

Ben shrugs as Shellhead. Rob and Gwen use Kemo Char as Rick and Kevin jump for Vilgax but get knocked back into Max. The three slide back as Shellhead goes to hit Vilgax by spinning rapidly but ends up spinning out of control and reverting back to normal in front of Rob and Gwen. Ben runs to Albedo.

"I'm going to let you go but I'm going to be taking your Omnitrix," Ben announces.

"Ultimatrix," Albedo says.

"Whatever do we have a deal?" Ben asks.

"What's in it for me?" Albedo replies.

"I don't have time for this," Ben explains.

Ben releases Albedo who falls onto the ground.

"Command Function override," Ben says, "Code ten."

"Override accepted," the Ultimatrix says.

"Hey what do you know," Ben says, "It recognizes my voice."

"Wait what are you doing?" Albedo asks.

"Omnitrix self-destruction in thirty seconds," Ben declares, "Command code zero, zero, zero, destruct, zero."

"Destruct sequence completed and engaged," the Ultimatrix states, "Detonation in T-30 seconds."

"You're bluffing," Albedo says.

Ben holds out the destroyed Omnitrix.

"Ask Vilgax if I'm bluffing," Ben says.

Albedo looks at the destroyed Omnitrix and gives the Ultimatrix to Ben so Ben puts the Ultimatrix on his wrist.

"I like the old one better," Ben states.

"Um," Albedo goes to say.

"Oh, abort self-destruct, code ten," Ben says.

"Self-destruct sequence aborted," the Ultimatrix says.

Vilgax is attacking Gwen and Rob who are using Contigo. Vilgax hits the two and sends them back knocking them to the ground. Vilgax goes to step on them but they dodge. Stephen activates his Omnitrix as this time and becomes Gasket. Gasket is a Nunc Augue whose body is composed of a gas like substance which possesses a symbiotic relationship with an extremely durable organic-metal exoskeleton. He can produce excess of this organic gas, which he uses to fire at opponents. Gasket can alter the properties of said gas. He can drop the temperature to bitter or cold, or raise them to scalding hot. Vilgax pulls his sword out as Ben becomes Swampfire.

"Swampfire!" Swampfire yells.

"Green eyes?" Rob questions.

"Ben?" Gwen questions.

"Tennyson," Vilgax says.

"Miss me?" Swampfire asks.

Both Swampfire and Gasket fire at Vilgax sending him back a few inches. Swampfire and Gasket then punch and knock back Vilgax.

"You and Grandpa Max get to the control room and turn this ship around," Gasket says.

"We're going to need some help Kevin and Rick," Swampfire says.

Gasket hits the Omnitrix and becomes Razr Edge. Razr Edge a Ferrum Margine that has hands and feet that can turn into razor sharp blades. He has the ability to reach extreme speeds. He can jump over skyscrapers and increase his falling speed.

"Got my back?" Razr Edge asks.

"We got each other's," Kevin and Rick say in unison.

Swampfire throws seeds and traps Vilgax. Vilgax struggles to break free as Rick and Kevin punch Vilgax.

"Uh oh," Kevin says.

Vilgax uses his laser eyes and hits both Kevin and Rick knocking them back. Vilgax hits Swampfire with the laser eyes but misses Razr Edge.

"Too slow," Razr Edge says.

Vilgax continues to shoot at Razr Edge but keeps missing. Vilgax uses the lasers then to get free.

"Finally free," Vilgax says.

"Uh oh," Razr Edge says.

The ship is flying towards Earth as Max, Rob, Ciara, and Gwen are in the control room.

"Worse than I thought," Max says, "We're already in reentry."

Vilgax keeps missing Razr Edge as Razr Edge hits him so Vilgax runs to Swampfire and starts punching him.

"Hey!" Razr Edge yells.