Charmcaster traps Gwen in Ledgerdomain to exact her revenge once and for all, turning her into a stone totem. When she then attempts to take over Gwen's headquarters at Friedkin University, Ben, Kevin and Rook fight back with the aid of the great sorcerer Bezel. Charmcaster is eventually defeated and turned into a totem herself, trapped in her own bag, which restores Gwen, Hex, Adwaita, and Darkstar to normal. Darkstar is arrested, Adwaita escapes, and Charmcaster is kept in Hex and Gwen's custody under the hope that she will see the error of her ways someday.

Ben finally manages to rid himself of Skurd... just when he needs the Slimebiote most. Vilgax and Albedo team up to steal Malware's calcified husk to convert into a war armor for Vilgax to defeat Ben. As Ben fights Vilgax, he realizes how much he needs Skurd to help him, while Azmuth and the Galvans (Luhley, Blukic and Driba) fight Albedo. Azmuth uses a device he made years ago which disables Albedo's Ultimatrix and frees Skurd, in time to merge with Ben and defeat Vilgax. Ben thanks Skurd for his rescue, while Luhley decides to go on a date with Driba, while having her cousin date Blukic. In space, Vilgax's stone form oozes out what appears to be a reconstituted Malware.