The Plumbers' Helpers receive a distress call from Max, followed by a threatening message from Ben to not interfere. Something's wrong, and the Helpers must face off against their hero Ben.

Albedo has stolen the Ultimatrix from Azmuth and has used it to kidnap Gwen and Kevin. Ben goes to face Albedo and rescue his friends when he quickly discovers that Albedo has been working in conjunction with Vilgax. Ben is defeated by the pair and gives up the Omnitrix to save himself and his friends.