Vilgax defeats Humungousaur, but Gwen and Kevin arrive with Way Big.
Big Chill transforms into Humungousaur, who grows to full size and fights Vilgax. Vilgax is able to grab Big Chill while he is intangible and electrocutes him. Big Chill freezes Vilgax, but Vilgax escapes. Vilgax and Jetray battle, but Vilgax defeats Jetray, so he transforms into Big Chill. Then, Jetray flies in and Vilgax arrives. Psyphon arrives at the park and says that the battle is being broadcast on all channels and that Vilgax's fleet is in orbit, ready to destroy the planet when Ben loses. Ben says that he'll stall Vilgax until Gwen and Kevin bring him Way Big. Max calls and offers to fight Vilgax for Ben, but Ben declines. Later, they track Way Big, but there is not enough time to capture him and get Ben to his fight. Goop destroys Swampfire, but he regenerates and captures Goop. Gwen and Kevin come out, protected by mana. Gwen tells Swampfire not to shoot fireballs, but he doesn't listen and the sewer blows up. Goop runs and Swampfire chases after him.
Ben transforms into Swampfire inside Goop and breaks free. He attacks Gwen and Kevin, sending them flying and bringing pipes down on them. Inside, Ben finds Goop's anti-gravity disk. Brainstorm absorbs Spidermonkey into the Omnitrix. Ben transforms into Brainstorm and Brainstorm and Spidermonkey fight with each other while Kevin frees Gwen. Spidermonkey grabs Gwen and wraps her in the web and Ben and Kevin leap onto the web and get stuck. Ben begins to worry about his upcoming battle and then the car gets caught in a giant web. Gwen does research and discovers that Vilgax defeated 10 heroes and took their powers. The team then drive to a forest where Spidermonkey is. Kevin knocks Chromastone out and Upchuck captures him back in the Omnitrix. Gwen shoots mana, but Chromastone sends it towards Upchuck. Upchuck and Chromastone fight through redirecting the same laser at each other over and over. Ben tries to transform into Humungousaur, but he transforms into Murk Upchuck. Kevin attacks Chromastone and discovers that he can transform his hands into weapons, but he is defeated. Gwen says that without Ben, the aliens are nothing but instinct. The team then locate Chromastone on a pier, who is attacking a ride. In the car, Kevin tries to absorb Gwen's skin, but he still cannot transform back into normal. Gwen can't track the aliens by their mana, but Kevin says that they can track their Omnitrix symbols with their badges.
Azmuth comes on the hologram and yells at Ben, telling him that he has to recapture his transformations in 24 hours before they all perish and leaves but not before telling Ben he won't help him again. Ben, unconcerned, sees that he is missing the three aliens that escaped, as well as Way Big. The two are confused and they go to Kevin and are shocked to see that he has mutated into an amalgam of materials and can't transform back to normal. Ben emerges from the rubble and sees Goop leave as well. 4.1 Escaped and Recaptured Omnitrix AliensĪfter the explosion, Gwen emerges from the rubble unharmed, due to producing a mana shield, and she sees Chromastone and Spidermonkey get up and run away.