Max rescues Ben, Gwen, and Kevin from Vilgax and Albedo, and the trio flee the scene. Vilgax betrays Albedo and keeps the Omnitrix for himself, revealing that his bioid army is synchronized to the Omnitrix and can transform into aliens on demand. To demonstrate, Vilgax transforms his army into a swarm of Humungousaurs, who attack and subdue Albedo. Ben, watching this unfold from Max’s cameras, is ashamed of himself for giving Vilgax the Omnitrix, and rushes off into the woods. Azmuth appears before Ben, initially chastising him for his foolish decisions, but then hinting at a means of defeating Vilgax. Ben and the team teleport to Vilgax’s ship, where Ben instructs the Omnitrix to self-destruct, crippling Vilgax’s bioid army and reverting Kevin to normal, but destroying the Omnitrix in the process. As the team confronts Vilgax, Ben turns on the Ultimatrix’s self-destruct, forcing Albedo to give him the Ultimatrix to turn it off. Ben, now armed with the Ultimatrix, battles Vilgax. Vilgax destroys his ship’s console, setting it on a collision course with Bellwood, but Gwen and Max are able to steer the ship into the ocean. Vilgax transforms into a monstrous, giant squid-like form and drags Ben underwater with him as the others escape, but Ben emerges at the last minute before the ship explodes. Ben declares that if Vilgax ever returns, they will defeat him together.
