Myaxx informs Azmuth that Albedo has stolen the Ultimatrix. Albedo actually has it and is working with Vilgax. Following a battle with Kraab, after the battle, Vilgax and Albedo make a plan. Kevin is ambushed by Albedo, who brings him to Vilgax. Albedo also takes Gwen, and challenges Ben to come and get him. Albedo reveals to Ben that the Ultimatrix evolves his aliens, easily beating Ben with an evolved version of Humongousaur. Vilgax appears and forces Ben to give him the Omnitrix, Ben has no choice and gives the Omnitrix to Vilgax. When Albedo asks for the Omnitrix, he has his army of biods (who, when Vilgax activates the Omnitrix, change instead of him) attack Albedo, ganging up on him and ambushing him. Albedo fights back, knocking out many of Vilgax's army using missiles and brute force. As hard as Albedo fought, Vilgax's army gain the upper hand and tackle him, leaving Vilgax victorious.