Ben, Gwen and Kevin gather their allies to counter the threat of the incoming Highbreed fleet. Azmuth reveals a secret about the Omnitrix.

The Plumber's Helpers are called upon by Grandpa Max to rescue him from an abandoned space station where he's being attacked by Ben! The team must now find a way to work together as they try to save Max, stop Ben, and keep the space station from crashing to Earth.