Near Earth, a battle between two space ships takes place. Clearly outmatched, the smaller of the two fires a laser at the larger ship's bridge and launches a pod to Earth amidst the confusion. The bridge explosion nearly kills the large ship's commander, Vilgax, but the smaller ship appears to have been destroyed completely. On Earth, Ben Tennyson begins his cross-country summer vacation with his cousin, Gwen, and his grandpa, Max. Ben finds the crashed pod at their first stop. Within it is a watch-like alien artifact. Reaching to touch it, the watch jumps onto his wrist and refuses to come off. Ben accidentally discovers that it can change his form into various alien creatures and quickly learns how to use it. Deciding that he could be a superhero, Ben uses the watch to destroy robots sent by Vilgax to retrieve it.