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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.
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.
The Incursians blame Earth for the kidnapping of Emperor Milleus' daughter.