After his meeting with Vilgax,Ben continues to transform rapidly without stopping or be able to revert to human form.While Vilgax tries to take the energy of a volcano to recharge his ship and return home,Ben gets the idea to "update" the Omnitrix and thus save the planet from his enemy.But what did he do exactly?

Ben heads far into the forest to prevent his unpredictable transformations from causing damage.Meanwhile, Vilgax, who seems to be the same species as Gax, lands nearby.The latter helps Ben discover his powers,but he quickly realizes that this new friend is in fact an opponent.

As the Omnitrix is still uncontrollable, Ben asks a mysterious friend of Max to repair it.But when three bounty hunters, Sixsix, Kraab, and Tetrax land to recover the watch,Ben has to try and fight them despite his current predicament.

Ben's trip to Portland with his family is interrupted by the arrival of a brand new, eleventh alien, Gax, as he fights another one of Dr. Animo's monsters. But when the Omnitrix starts behaving strangely, Ben begins to transform from one alien to another without being able to stop.

When a new enemy causes Gwen and Max to become super-lazy, it's up to Ben to snap them out of it and finally get serious in order to put things back to normal.

Zombozo returns with a new plan to turn everyone into clowns like him.

It's up to Max to use all his skills in order to rescue them.

When Ben and Gwen are captured by an enemy