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| - At a DNAlien lair, one of the DNAliens contacts the Highbreed Commander and informs him that someone has been leaking details of their secret operations to the authorities for several months now. The DNAlien tells him he's found the source of the leak and shows the Highbreed Commander a holographic image of Max Tennyson. The Highbreed Commander orders the DNAliens to go out and destroy Max once and for all so that they can continue with their plans. Meanwhile, a soccer game is being held at Ben school. Ben, now fifteen, is the goalie for his team, while Cash and J.T. are playing for the opposing team. Cash is in control of the soccer ball and heads towards the goal, but is blocked by three players from Ben's team. There are only 24 seconds left on the clock, so Cash quickly passes the ball to J.T., who's open. With less than 10 seconds remaining, J.T. runs towards the goal and kicks the ball, but Ben manages to block the kick, as the final buzzer sounds. A girl about Ben's age named Julie comes up to him. He introduces himself to her, but she says she already knows who he is and congratulates him on a great game. Afterwards, they say goodbye to each other and Ben rides his bike over to a trailer park where Grandpa Max's RV is and knocks on the door. Unknown to him, there is a mysterious man hiding in the trees nearby spying on him. Since no one answers the door, Ben looks through one of the RV's windows and sees that the lights are all turned off. He picks up a rock and grabs the key underneath it to open the RV's door and go inside. As he enters, he sees all of Max's clothes and other items scattered along the floor and wonders what could have happened. He hears a noise coming from the bathroom, so he walks over and opens the bathroom door, but there's no one in there. As soon as he opens the door, a DNAlien suddenly appears from behind and starts to attack. Ben dodges his attack and instinctively slams down on his wrist, but then remembers that he's no longer wearing the Omnitrix. The DNAlien continues to attack, but Ben is able to continue dodging his attacks. The DNAlien loses sight of Ben for a moment, but spots one of Ben's shoes on the ground. The DNAlien thinks he's found him again, but as he approaches the shoe, he realizes Ben's not there. Ben takes advantage of the situation and comes out from behind the DNAlien, taps it on the shoulder and sprays it in the face with a fire extinguisher, forcing it to escape by jumping out of the RV's front windshield. Ben wonders what the DNAlien was looking for and flips a few switches on RV's dashboard. As he does so, a secret compartment containing a device pops out from the wall. As soon as Ben grabs it, a pre-recorded holographic video of Max starts playing. In the recording, Max tells him that he's in a bit of a situation, but that it's nothing he can't handle, so Ben shouldn't worry. He continues to say that there is renewed alien activity on Earth and that he's investigating. Max also says that he has the Omnitrix and that it is completely safe and that the aliens will never find it. After listening to Max's recording, Ben rushes over to his house and goes straight to his room to see if what Max said about the Omnitrix is true. He opens a cardboard box and finds the Omnitrix still in there, leaving Ben confused as to what Max was trying to tell him. At the school gymnasium, Gwen, also fifteen, is having a karate match against another student. As soon as the match begins, Gwen quickly takes down her opponent and wins the match. The other students clap as Gwen and her opponent bow to each other. As the other students stop clapping and walk away, Ben shows up and claps for Gwen, as well. She walks over to him and hugs him. Ben tells her that he needs her advice, but first she tells him she needs to go change into her regular clothes first. When Gwen returns, she finds Ben sleeping on the floor. He wakes up and tells her he needs advice and holds up the Omnitrix. He then shows her the recording Max left him. Ben thinks Max is telling him to put on the Omnitrix again, but Gwen tells him that Max has always said it was his choice if he wanted to put it back on. Ben says he used to love wearing the Omnitrix, since it made him feel special. But Gwen tells him it was not the Omnitrix that was special, it was him. She warns him that if he puts it back on, it will be the end of his normal teenage life. Ben thinks that Max needs his help, but Gwen tells him Max told him he was safe in the recording. While they're talking, the mysterious man from before enters the gym and tells him that the Omnitrix doesn't belong to Ben and wants him to give it to him. Ben and Gwen run towards the exits to try to leave the school, but the doors are locked. The mysterious man catches up to them, asking for the Omnitrix, and reveals his true identity as an alien being named Magister. Ben tries to run, but Magister stops him by shooting his laser gun. To protect herself and Ben, Gwen uses her greatly strengthened and amplified magic spells to attack Magister and manages to capture him in a glowing pink-magenta energy hold. Ben compliments her on getting better and better with her innate natural magical powers and abilities. Ben wants to know why he's attacking them, and Magister replies by saying he's a member of the Plumbers. Ben tells him his grandfather Max used to be a Plumber. Magister tells them Max was working with him on a case, but went missing. Gwen tells him that they're also looking for Max. Magister then realizes that Ben is the "legendary" Ben Tennyson. He attacked them earlier because he thought he was just some kid stealing the Omnitrix and apologizes to them. Magister promises to help them look for Max, so Gwen releases him from the pink-magenta energy hold. Ben takes out the Omnitrix and thinks it over one last time. Gwen asks him if he's sure, and Ben puts it back on and tells her that he is. Afterwards, Ben, Gwen and Magister go to an abandoned train station, where the Forever Knights are supposed to receive a shipment of illegal alien technology, according to a tip from Max. Gwen asks Magister who they're getting the shipment from, but he says he doesn't know, since Max went missing before he could tell him. As they hide behind some nearby crates, two shipment trucks arrive, followed by a green muscle car. Kevin steps out from the green car, and Ben and Gwen instantly recognize him. One of the Forever Knights gives Kevin a briefcase full of money, and Kevin signals one of his companions to unload the alien technology from the truck. Kevin opens one of the briefcases containing one of the alien weapons called a Laser Lance. As proof that it works, he fires at one of the empty trains nearby. Magister becomes infuriated at the fact that the laser lances are Level 5 technology, while Earth is only supposed to have Level 2. Magister walks over to them, followed by Ben and Gwen, and tells them they are all under arrest. However, the humans supplying the alien weapons transform into DNAliens, so Magister fires his laser gun along the ground, creating a small fire between them so they don't get too close. But Ben then tells him that they are also surrounded by the Forever Knights behind them. Ben tries to transform to battle them and slams down on the Omnitrix, but it doesn't work, as the display has turned dark blue. He tries turning the dial, but it still won't work. So Gwen uses her newly strengthened and increased magical powers and abilities to push back the Forever Knights, but they get back up again start firing their Laser Lances at them, so Gwen puts up a magenta energy shield using her magic spells. Magister gets captured by the DNAliens' spit and is unable to move. Ben is then chased by one of the DNAliens, but is able to stop him by dumping a pile of wooden sticks on him. He then tries to get the Omnitrix to work again. Gwen pushes back a few of the Forever Knights, but ends up getting stuck in the DNAliens' spit and becomes unable to move, like Magister. Meanwhile, the Omnitrix transforms and reshapes itself on his wrist. Ben turns the dial on the Omnitrix and a hologram of the different aliens is displayed, but Ben doesn't recognize any of the aliens. So he chooses one at random and transforms into Swampfire, a smelly plant-like alien that can shoot fire and has the amazing power and ability to regenerate itself. Swampfire easily defeats a few of the DNAliens, but two of them try to escape by driving away in the truck. However, Swampfire rips out a metal post from the ground and hits the truck with it, preventing them from escaping. The Forever Knights try shooting their Laser Lances at him, but the lasers have no effect on him, as they just go right through him. However, one of the lasers ends up cutting off Swampfire's right arm, but thanks to his new powers and abilities, he is able to reattach the severed limb back on his body. Swampfire punches away the Forever Knights, but Kevin steps in to confront him about trapping in the Null Void five years ago and for ruining his deal with the Forever Knights, so now he wants revenge. He absorbs some of the metal from the railroad tracks and makes his body completely metallic. While Swampfire and Kevin fight, the Forever Knights drive away with their shipment of Laser Lances and the DNAliens escape with the money. To try and defeat Swampfire, Kevin picks up a train cart, but before he's able to throw it, Swampfire shoots fire at it, causing it to explode, leaving Kevin unconscious. When he wakes up, he finds himself bound by aqua-green energy cuffs, so he cannot use his matter-absorbing powers and abilities. Ben tells Kevin that the Forever Knights got away with the Laser Lances. Since Kevin set up the deal, Magister wants him to tell him where they are. And since he never got paid, Kevin agrees to help them find the Forever Knights and they all head for the Forever Knights' headquarters in Kevin's car. Magister tells Ben that Max thought the weapons deal would lead them to the cause of the renewed alien activity on Earth, but then he disappeared. Gwen jokes that he's probably in a restaurant somewhere, enjoying some weird food and thinking it to be a miracle that his eating habits didn't kill him, but Ben yells at her to stop making jokes about him. Kevin immediately stops the car and tells Ben not to speak to Gwen like that; Ben starts to tell Kevin off, but decides that he was right and apologizes to Gwen. Gwen understands that he's worried about Max, but Magister tells Ben that he's going to have to figure what to do on his own, since Max isn't here. They finally reach a large castle, where the Forever Knights are supposed to be. Gwen uses her magic to forcefully lower the drawbridge so they can get in. Since no one is inside, Gwen asks Kevin if they're at the right place. He tells them be on the lookout for a hidden door. Ben looks around and sees a lot of empty medieval armor suits, similar to the ones the Forever Knights wear. He accidentally bumps into one and barely manages to avoid getting hit by it. However, the sound of the armor crashing on the floor wakes up a huge dragon creature, ready to attack them. Ben, Gwen, Kevin and Magister Labrid are on the run from the giant dragon creature, but they soon run into the Forever Knights. Kevin confronts them first by absorbing some of the rock from the walls and lifting up part of the floor and slamming it back down, sending a shock wave towards the Forever Knights and making them fall. The Forever Knights get back up again and firing their Laser Lances at them, so Gwen puts up a magic shield to protect herself, Ben, Magister and Kevin. Ben sees the dragon creature from before trying to attack them again, so he uses the Omnitrix to transform into another new alien hero, Echo Echo, who has the ability to duplicate himself and produce sonic blasts. Echo Echo duplicate himself several times so he and his clones can knock down the dragon. Meanwhile, as Kevin finishes getting rid of some of the Forever Knights, one of them is about to shoot him from behind, but Magister Labrid sees him and shoots his laser gun at him first. As a result, the Forever Knight's laser lance got damaged, and Magister warns him not to use it, but the Forever Knights ignores him and tries to use it anyway, but it explodes due to the damage and it ends up killing him. Magister is able to push Kevin away from the explosion in order to save him. Kevin then says he owes him one for saving his life. Kevin, Gwen and Magister manage to defeat the remaining Forever Knights, but Echo Echo is unable to defeat the dragon creature, so he and his clones use their Sonic Blast attack to defeat it. Magister Labrid gathers up all Laser Lances in one huge pile so that Echo Echo can destroy them using his Sonic Blast. In addition to destroying the alien weapons, the Sonic Blast also damages Magister's suit, causing a blue liquid to start leaking from it. Magister falls to the floor in pain, and Ben, Gwen and Kevin want to help him, but he says there's no time. Magister wants them to finish the mission and figure out where the Level 5 technology is coming from. Before he dies, Magister tells them that if they solve the case, they may find out where Max is, as well as the alien conspiracy he was investigating. However, Ben says he doesn't know how to do it without Max, but Magister tells him he is Ben Tennyson, so he can do anything. Magister then dies, leaving just his empty suit. Motivated by Magister's last words, Ben is determined to finish the mission and asks Kevin for his help. The three of them go outside, where Gwen is using her vastly strengthened and heightened magical abilities and powers to levitate and trace the vibrations from the laser lance that Kevin kept as a souvenir back to the people who used to own it, while Ben and Kevin wait in the car. Soon, the Laser Lance starts moving forward, so Gwen tells Kevin and Ben to follow her. Then Kevin states that he would follow Gwen anywhere. They arrive at a mine shaft and hide from the security guard that's watching the entrance. Before Ben and Gwen can even come up with a plan to get past the guard, Kevin has already punched him out so they can get in. Gwen thinks Kevin hit him too hard, but takes off the guard's mask, revealing its true identity as a DNAlien, and gives the mask to Ben. As they ride the elevator down to the mine below, they see several DNAliens working there and a large spaceship.Ben is positive that Max is in that ship, so he decides to use the I.D. mask they stole earlier to disguise himself as a DNAlien. Gwen grabs a mining cart so that they can all sneak past the DNAliens. Once they are away from the other DNAliens, Ben takes off the mask to return to normal and asks Gwen to use her magic to see if Max is inside the spaceship. She tells Ben that Max may have been there a couple weeks ago, but he's not there now. Kevin asks him if they should just leave then, but Ben tells him they're not finished yet. He remembers the time when Max taught him how to ride a bike when he was a kid, so he wants to finish the mission first. As they walk inside the spaceship, Kevin finds the weapons room where all the Laser Lances are kept, so Gwen uses her strengthened pink-magenta glowing colored magic to destroy them. However, they made too much noise, and soon they are attacked by the DNAliens. Ben uses the Omnitrix once more to transform into another new alien, Humungousaur, and he, along with Kevin and Gwen, begin attacking the DNAliens until they're all defeated. Now that the DNAliens have been defeated and the alien weapons have been destroyed, Gwen suggests that they all leave, and Ben agrees. However, before they can leave, they are confronted by a Highbreed, who orders them to get off his ship. Kevin and Gwen try to defend themselves against the Highbreed, but he is too strong. Humungousaur tells them to escape while he keeps the Highbreed busy. Gwen wants to stay and help, but, on Ben's command, Kevin grabs her and takes her outside. The Highbreed commander proves to be too strong and powerful for Humungousaur and tells him he's ruined all his plans and now has to move his ship, find a new hideout and sterilize the area by destroying all life within five miles. The Highbreed ends up throwing Humungousaur off the ship, but before he hits the ground, Gwen catches him with her magic to soften the landing. He tells them that he's going to destroy the town somehow unless he's stopped. Afterwards, the spaceship prepares to launch, so Gwen creates a magic shield to protect themselves from the blast. Before they ship can take off, Humungousaur increases his size and grabs onto the ship. As the ship reaches the city, the DNAliens controlling it inside start firing the ship's large laser cannon, destroying everything in its path. Humungousaur sees that the cannon is headed towards a hospital, so he tries desperately to punch a hole in the side of the ship and rip out all the wires to disable the cannon. He is successful in disabling the cannon, but he ends up losing his grip on the ship and plummets to the ground below, creating a huge crater, and then turns back to normal. Due to the damage Humungousaur did, the spaceship crashes and explodes in an empty area nearby. Now that he's in his human form again, Ben realizes that the skinned knee he got while he was Humungousaur is still there in his human form, meaning any injuries he sustains while being an alien will be carried over to his human form. Now that the DNAliens are gone, Ben wants to solve the case Max was working on so that they can find him. He thanks Kevin for all his help, but Kevin says he wants to continue helping them 'til the end, since he made a promise to Magister. Meanwhile, elsewhere, a DNAliens contacts the Highbreed Commander and tells him that Max has continued to evade them, as well as the fact that a their supply ship was destroyed by Ben and that he has the Omnitrix. However, the Highbreed Commander says that Ben has no idea what he's up against this time, as the camera pans out to reveal hundreds of DNAliens..
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