Albedo attempts to get even with Ben, by trapping him in a dream version of Bellwood, and dispatching an assortment of villains, as well as versions of Gwen and Kevin desiring the Ultimatrix, to attempt to defeat him.

Ben, Gwen, Kevin, and George trash Diagon's City while battling a reborn, Lucubra-morphed, power hungry Vilgax. Diagon is released and plans to become ruler of Ben's Universe.