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Albedo Ben has stolen the Ultimatrix (an upgrade to the Omnitrix) from Azmuth and has used it to kidnap Gwen and Kevin.
Despite being warned by Professor Paradox, Gwen travels back in time to prevent the accident that turned Kevin into a monster from ever happening.
Vilgax has beaten the heroes of 10 planets and taken their powers as his own.
Ben must recruit the other Plumber's kids to help stop the Highbreed invasion of Earth.