After Ben falls for Albedo's trap, Grandpa Max and Rook search all over the galaxy looking for Ben. Meanwhile he's been secretly trapped on Khyber's hidden personal hunting preserve fighting Khyber's new pet that now wears the Nemetrix. But as Ben finds a way out, he has to deal with Albedo. When Grandpa Max and Rook arrive, they find that Albedo and Khyber have Azmuth as their captive.

Ben, Rook, and Grandpa Max have their hands full when Phil returns as a half-human half-Terroranchula creature as a side-effect of using the Nemetrix 5 years ago, and starts absorbing all of the electricity and lightning in Bellwood. But when he heads into Undertown's mini power-plant and starts to absorb the Megawatts, they must find a way to stop him. Ben is also suffering terrible luck with his transformations, turning into electric aliens that actually feed Phil's mutated form.