Ben recruited into their ranks. The aliens are trying to create a shield around the Earth to block the sun, so that that their master, GhostFreak, will be at full power all the time. The alien from Ben's dream attacks them along the way. Grandpa doesn't stop to help Ben, he and Gwen continue to their destination, he reveals some secrets to his past, and his connection to the alien. Before he can explain this new ability, the ship is attacked and Ben is sucked out into the atmosphere, falling to the ground as Diamondhead. While visiting Salem, the Tennysons encounter Charmcaster. But there's something go on.
Gwen gets jealous of the attention Ben receives. Ben must learn to use the watch and each alien with forces intent on taking the watch. Ben attempts to work on the report before the Omnitrix teleports his laptop away as well. Ben participates in a hypnotists show. Ben foils a crime, and returns to find the circus has disappeared, Grandpa Max is acting strange, and Gwen has vanished. Ben tries to explain he knows nothing, but the Mechamorph only continues to attack and the Mechamorph's teleporting ability causes the pair to carry their battle across the globe, destroying part of Stonehenge and nearly damaging Cristo Redentor in Rio de Janeiro and fighting at the Great Pyramids in Egypt before arriving back in Bellwood.
Ben goes on a road trip with his Grandfather, and cousin Gwen for summer vacation. But it's not the combined threat of Dr. The next day they find out something was stolen from the mall and an alien may be involved. They are soon attacked by a Yenaldooshi, a werewolf, Ben fights him off as Wildvine. There he will be able to plunge into the unknown world of aliens. They go to meet Azmuth but are attacked by an evil version of Waybig. When they stop at a forest, a meteor crashes nearby.
While Ben helps Grandpa pitch up a tent, Gwen finds the Omnitrix. Kokone lives together with her father, who is always working on modifying cars. Ben witnesses some of the residents climbing walls, and other superhuman behavior. Ben gives her a souvenir. They arrive in a city of cogs and gears, where a corrupt minister has stolen the ultimate invention: the Artificial Pokémon Magearna, created 500 years ago.
The Omnitrix times out, and most of his Heroes no longer appear in the Omnitrix. While driving through the desert, the Tennysons find Santa's village. While Charmcaster as Gwen gathers ingredients for another transference spell, Gwen as Charmcaster gets sent to juvenile hall. Grandpa hopes to gather some weapons to help Ben in his battle. Later, after a mishap in school where the Omnitrix accidentally teleports his homework, Ben is grounded by his parents and forced to stay home and do a history report. Ben must overcome his personal fear to rescue his cousin.
The Tennysons stop by a Native American Reservation to visit an old friend of Grandpa's. Unknown to the children, this leads to a malfunction in the Omnitrix. When Grandpa Max, is affected it's up to Ben and Gwen to find out what's going on. Duplicates of Grandpa and Gwen show up and tell him he's been captured, he's in a dream world, and the culprits are keeping him there so they can get the Omnitrix. Ben changes to Ghost Freak to fight them, but something has changed. Tetrax and Ben fight the alien, who is also teleported into the Omnitrix, though neither of them is aware of it.
The Tennyson's start their summer vacation, and go to the camp ground. Ben and Gwen must fight their way out of the video game. . Ben wakes up from a dream, and can't find the Omnitrix. Ben must get use to his new supporting role and the fact that Gwen's got better control of the watch.
Ben transforms into Grey Matter and manages to escape the Mechamorph. Ben and Gwen are starting to turn into elves, Ben and Gwen must work together to free themselves and rescue Grandpa Max. The boy was assigned a very important mission. Soon she finds out it's a magic charm, and everything's going her way. Animo, a scientist who can mutate and control animals, will really teach him.