After escaping, Ben has expelled himself from his friends for his failure because Vilgax has the Omnitrix. Luckily, Gwen teleports the group on Vilgax's ship. 'Beyo Xorio'. Ben is forced to self-destruct the Omnitrix Via voice command so Vilgax cannot use it enraged Vilgax begins to overload his Hyper drive and aims to crash it into Bellwood destroying it and everything within a hundred miles. Kevin turns back to normal because it was the energy from the Omnitrix that mutated him and without it he's normal again and Gwen gives him a victory kiss. Ben instructs Gwen and Max to steer the ship away from Bellwood and tells Kevin to help him fight Vilgax, Ben manages to convince Albedo to give him the Ultimatrix by threatening to blow it up and turns into Ultimate Swampfire and almost defeats Vilgax. Vilgax turns into a giant squid (his true form) and tries to eat Ben, Ben emerges as Jetray and when ask if Vilgax survived Ben simply states that Vilgax has survived worse.