Paradox and Azmuth arrive with grave news: The DNAliens are ready to make their move. While Gwen and Kevin gather help, Azmuth reveals some secrets of the Omnitrix and its true purpose.
Though Ben's team fails to stop the DNAlien Fleet from arriving, re-enforcements arrive, but this battle can't be won on Earth. A small group goes to the DNAlien home world to force its leaders to stop the invasion.
After their attempt to hack into the Omnitrix fails, the team must track down some of Ben's transformations that escaped before he must face Vilgax in a one-on-one battle for the fate of the Earth.
Ship's owner decides he wants him back and hires some repo men to retrieve him. Ben and Kevin go to court to take care of things legally, leaving Gwen and Julie to face the repo men.
A retriever who specializes in obtaining rare goods comes after the Omnitrix, dimensionally separating the Omnitrix and a part of Ben. Ben is sent elsewhere, fighting to survive, while his friends try to figure a way to bring him back.