Albedo (who is disguised as Ben) seeks a device that will finally change him back into his Galvan form. Meanwhile, Ben (who has been disguised as Albedo by Khyber) is locked in Plumber HQ prison. It reveals Khyber has disguised Ben and Albedo as each other for their plan to work. Meanwhile Argit claims to be the hero of Undertown after stopping the Waybads in The Frogs of War.

Albedo took out Azmuth's brain through his cerebral vortex. With asistance from Gwen and Kevin, Ben, Rook, Max and Azmuth (whose supreme intelligence has been diminished) and the Plumbers must find a way off Khyber's Place, to get back to Earth and stop Albedo and Khyber from taking over the galaxy by absorbing Azmuth's brain sphere.