Paradox and Azmuth arrive on Earth to warn Ben, Gwen, and Kevin that the Highbreed are conquering planets and their fleet is heading towards Earth. Now Ben, Gwen, and Kevin must gather whatever allies they can get to counter the threat.
After Gwen receives an S.O.S. from Helen, Ben must go into the Null Void to save her and Manny. Once there, he must find The Wrench in order to stop D'Void, who happens to be Ben's old enemy Dr. Animo.
When Ben's parents discover his ability to turn into aliens, they forbid him from using the Omnitrix and later ground him from using it again. Eventually Gwen is grounded too leaving Kevin to stop the DNAliens.
Kevin asks Gwen to the school dance; Ben starts to lose control over the Omnitrix; he can't stop transforming into Big Chill. Can Kevin and Gwen figure out what's wrong before he hurts himself and anyone else who gets in his way?
While the team fights a Highbreed commander, Kevin accidentally activates a portal, zapping Ben and the commander into the stream. There, Ben and the Highbreed are teleported to a desert planet, forcing them to team up to find a way back.
When the team finds Forever Knight activity, they realize that it was bait meant to lure them into getting arrested for impersonating the Plumbers. They are prohibited to continue their investigations on alien activity. But things get much worse when a new villain shows up going by the name: Darkstar.
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