During a battle with Animo, a head strong Ben in hero mode, doesn't listen to reason from Max and Gwen, and gets engulfed in a weird energy light. Little does Ben know that the "self destruct" function on the Omnitrix has just been initiated, sending out a signal that reaches Tetrax (the Diamondhead alien). Tetrax comes to Earth and tells Ben they must travel through space to find the watch's creator, Azmuth. He's the only entity who can stop the Omnitrix from self destructing, saving not only Ben, but the galaxies as well! As Ben and Tetrax travel through space, Ben must only must fight off Vilgax and his robotic drones who've picked up the Omnitrix's signal, but also deal with Gwen who's stowed aboard, believing Ben can't do anything without her. After landing on a dangerous prison planet where they believe Azmuth is being held, our heroes stage his daring rescue, only to discover it's not Azmuth they've freed, but his wacky assistant, Myaxx. Myaxx then directs them towards the remote planet where Azmuth is.

Along the way, our heroes take on Vilgax and his robotic drones in a daring space battle that pushes Ben to his heroic limit. After our heroes temporarily get the best of Vilgax,, Ben and Gwen must team up to crash land the spaceship.Everyone then embarks on a journey to find Azmuth, only to have Gwen kidnapped by aliens! Ben's devastated, realizing how self centered he is. But after finding Azmuth, Ben convinces the pessimistic creator to stop the self destruct mechanism. That's the good news. The bad news is Vilgax has found them, and launches an all out attack. However Gwen reappears and joins forces with our heroes as Ben transforms into a new alien, the giant Way Big, in order to dispatch Vilgax and his robotic drones. Our heroes return to Earth, with the galaxies saved, the Omnitrix back to normal, and Ben realizing there's more to care about than just yourself.

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