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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.
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.