Highbreed Invasion Arc

Ben 10 Returns
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 JT, who's open. With less than 10 seconds remaining, JT 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..

Weather Machine
Out in the country, on a farm, a farmer working in the cornfields sees a Pyronite fly by as he is being chased by two police officers on foot. One of them contacts the other officer in a police car nearby and confirms that the firetruck they've prepared will be ready when the Pyronite gets there. The Pyronite continues to blaze through the sky with a police car in pursuit, but the Pyronite accidentally crashes into a scarecrow sticking up from the cornfields, causing him to fall to the ground. As he recovers, the sheriff and his two subordinates have brought the firetruck and immediately spray the Pyronite with water from the fire hose. However, it's not enough water and only serves to make the Pyronite mad, who shoots a fireball at the firetruck, destroying it. The officers are shocked, as the Pyronite asks them to leave him alone. But another police car comes out from the cornfields and crashes into the Pyronite, which knocks him unconscious as the reverts back to his human form. As he regains consciousness, the Pyronite kid, Alan Albright, finds himself handcuffed in an ice warehouse, as he is being questioned by the police officers he tried to fight off earlier. The sheriff tells Alan that there's been a series of fires all over Grover's Mill and thinks Alan is the culprit, but Alan insists that he's innocent. However, the sheriff doesn't believe him, and since Alan refuses to say anything else, the sheriff takes Alan's Plumber's Badge from his chest. Alan tells the sheriff to give it back to him, since his father gave it to him, but the sheriff wants him to tell him what it is first. However, Alan refuses to tell him anything about it, so the sheriff decides to take the badge and leave him locked in the ice room and tells the other police officer to leave him in there until a judge can decide what to do with him. As the sheriff puts the badge on his desk, the badge starts flashing and beeping.

Meanwhile, Ben, Gwen, and Kevin are driving down the highway. Ben complains to Kevin that he's driving too slow and asks him if he can go faster, which he says yes. However, Kevin continues to drive at the same speed in order to follow the speed limit, making Ben worry that he might be late getting home and get grounded. Kevin then states tht if Ben gets grounded, then he and Gwen will be alone together, but then Gwen totally rejects it. Afterwards, Kevin's Plumber's badge starts ringing and Gwen asks Kevin why it's ringing, but Kevin doesn't know. After it stops ringing, a holographic map pops up, and Ben thinks it may be a GPS for other badges. Kevin wonders why one of them is flashing, so Ben thinks it might be a message from Grandpa Max trying to tell them where he is. So Kevin decides that it's worth breaking the speed limit and turns left on the highway to go to Grover's Mill, where the badge was flashing.

At the ice warehouse, Alan tries to turn into a Pyronite to break free of his confinement, but it's too cold. So he decides to spit on the handcuffs, which melts away the handcuffs, thanks to his Pyronite powers. The police officer outside has fallen asleep, so Alan uses the opportunity to transform into a Pyronite and burns a hole in the wall to escape. Ben, Gwen and Kevin arrive afterwards at the ice warehouse, since that's where the map led them. They see the hole in the wall that Alan made and wonder what happened. As they go inside, they find Alan's flashing Plumber's badge, and Ben thinks Grandpa Max is still out there chasing whatever made the hole in the wall. The sheriff and three police officers are looking for Alan in the cornfields again, as Alan tries to hide from them underneath a tractor. However, they soon find him and try to arrest him again, but Alan becomes furious and unleashes a powerful fire attack, knocking the sheriff and his subordinates unconscious. Alan tries to check on the sheriff to see if he's okay, but Gwen uses her magic to prevent Alan from touching him, while Ben uses the Omnitrix to transform into Jetray. Alan tries to fight off Jetay in the air, but in the end, Jetray sends Alan crashing back down to the ground. Ben reverts back to his human form and asks Alan if he's seen Grandpa Max, but Alan doesn't know what he's talking about. While they're talking, the sheriff and his assistants find them and assume that Ben is now Alan's accomplice.

Ben and Alan try to make a run for it by running through the cornfields. Meanwhile, Kevin almost runs over the sheriff and his assistant in his car, so they start chasing him in their police car. However, when Kevin comes across some plowing equipment, he is forced to stop. The sheriff is confident that Alan and Ben are inside the car and asks them to step out. But when Kevin lowers the window, they see that it's just him and Gwen in the car. Ben and Alan, meanwhile, are able to hide in a nearby barn, where Alan asks Ben why he helped him. Ben says he did it because he reminded him of himself. Alan tells him that he only got his powers a couple of weeks ago and that he's only part-alien, since his mother is human.

Alan says he thought he was human until he woke up one morning and his bed was on fire. After his dad put out the fire, he explained everything to him. His father was a Plumber and gave him his badge, but the sheriff took it away. However, Ben tells him that he took it back and gives it to Alan. Meanwhile, the sheriff and his assistant leave Kevin and Gwen and drive away. Kevin is proud that they managed to lead them away from Ben and Alan while only receiving a $500 speeding ticket, which he puts in the glove compartment along with several others he's accumulated. Afterwards, Gwen comes to the conclusion that Max isn't involved at all, and Kevin thinks Alan is most likely just another Plumber's son, since he has the badge, but doesn't act like a Plumber. He also thinks Alan is also part human, since humans with alien ancestors are pretty common, which is also what Gwen is, as she gets her powers and abilities through Grandpa Max. However, Gwen tells him she gets her powers and abilities from magic talismans and books. Meanwhile, Alan finishes explaining to Ben how the sheriff thinks he started all the fires, but Ben believes that it wasn't him. Afterwards, Kevin and gwen meet up with them again, and Ben makes a drawing in the ground to show them what he saw while he was flying over the cornfields at Jetray earlier. He tells them they're crop circles. However, Gwen thinks they're actually circuit boards. She uses her pink-magenta glowing magic to get everyone high enough in the air to see the circuit boards. She thinks the whole valley may be some kind of machine. Ben points out that he sees sparks in the distance and wants to go take a closer look. As they take a closer look, they see men in suits activate the circuit boards to launch a large tower, which causes snow to start falling. The sheriff and his assistants arrive and thinks Alan built the machine to steal all the heat to feed his powers, but Alan tries to tell him he had nothing to do with it. The assistant officer tries to keep Alan away from the sheriff by pointing his rifle at him, but Kevin grabs it to absorb its metallic properties and breaks it. The sheriff concludes that they're all freaks, but Ben tries to calm him down. However, the men in suits interrupt and freezes the assistant officers. Before they can do the same to the sheriff and the others, Gwen uses her magic to protect them, while Ben transforms into Swampfire and attacks them. Together, Ben, Gwen, Kevin and the sheriff are able to defend themselves. But when Swampfire rips off the helmet from one of them, he realizes that they're actually DNAliens.

The DNAlien tells them who they are and that they will destroy them all, but Swampfire just punches him out instead. Afterwards, Swampfire remembers how cold it was on their ship, so he thinks they need cold weather to survive, which is why they built the tower to produce snow. While Ben, Gwen and Kevin are busy talking, a DNAlien hiding in the cornfield freezes them. The sheriff tries to defend himself, but he, too, is gets frozen, leaving only Alan. The DNAlien tries to use his freeze gun on Alan, but it has no effect, even after using it at maximum power. However, he is soon surrounded by five more DNAliens.

Meanwhile, Swampfire is able to unfreeze himself by using his fire and heat controlling-manipulating powers and goes to help Alan by using his ability to control plants and using the cornfields to capture the DNAliens and defeat them. However, there are more DNAliens at the top of the weather tower. Swampfire asks Alan to take care of the ones at the top so that he can get close, but Alan doesn't think he can do it, since he's bad at flying. Swampfire tells him he had trouble at first, too, so he teaches him a trick he learned by using a piece of rock to stand on so that he can fly better. After Alan takes out the DNAliens, Swampfire is able to get close enough to the tower to knock it over and destroy it, restoring the weather back to normal. Afterwards, Alan uses his Pyronite powers to free everyone from suspended animation. Ben tells the sheriff that it was Alan who defeated the aliens, destroyed the weather tower and saved everyone.

Ben asks Alan to join their team so that he could help them fight off aliens, but the sheriff tells him he can't, since Alan will be busy helping him fight off any other aliens that might still be around in town. However, Alan tells Ben to call him anytime they need him.

Max Idiot
Gwen asks for Ben and Kevin's help in locating her brother, Ken. Upon tracking Ken to a small town where they discover its inhabitant are DNAliens. After interrogating several DNAlien's they are led to a hatchery where another weather tower has been set up causing the towns dreary weather. Meanwhile Ken is being interrogated by a DNAlien who allows a parasite, called a Xenocyte, to attach itself to Ken. Shortly later Grandpa Max mounts a rescue and discovers Ken partially transformed into a DNAlien who incapacitates Max and calls for guards. When Gwen sees her brother almost completely changed into a DNAlien, she restrains him and prevents him from being attacked by Ben and Kevin--they having not recognized him yet. The Omnitrix, speaking for the first time, after having reacted strangely to the Xenocyte slime earlier in the episode, scans Ken and reports that, due to a gene-splicing error(possibility due to his alien heritage), his DNA was corrupted and inquired if they wished it to reverse the damage. At Ben's confirmation, Ben and the Omnitrix together restored Ken to his human form. Along side the others, Ken aided them in rescuing Max, who reveals that he'd been keeping up-to-date with all of their experiences since his disappearance. While Max goes to shut down the Hatchery, Ken helps the others destroy the DNAliens shipment of Xenocyte eggs.

Later the four meet up with Max and after a tear jerking meeting Max proceeds to destroy the Xenocyte machine and the others destroy the trucks meant to ship the Xenocytes all over the country.

After doing so the five confront the head Highbreed, Max states that the Highbreeds operation is over with the Xenocyte machine destroyed, his DNAlien troops sucked into the Null Void, and the trucks destroyed. The Highbreed states that more trucks are on their way along with a replacement for the egg machine and points out the hordes of DNAlien's at his command. Left with no other option Max turns his Null Void projector into a grenade which will vaporize everything within a half mile radius while Gwen projects a shield for herself, Ben, Kevin, and Ken as Max detonates his make shift bomb. The team are left in the crater that was the town and leaves to finish what Max started.

Attacks Before the War
When the team finds Forever Knights activity, they realize that it was bait meant to lure them into getting arrested for impersonating Plumbers. They are then prohibited to continue their investigations on alien activity and Magister Prior Gilhil takes Kevin's badge away. Then Ben gets ready to attack but Magister Prior Gilhil tries to prevent Ben and Gwen from attack but Ben turns into Goop and traps Magister Prior Gilhil and he drops his gun so he is powerless. Meanwhile a masked figure breaks into a DNAlien hideout place and fights the Highbreed lord. He then absorbs some of the Highbreed's power so the Highbreed can listen to what he says. He then demands the Highbreed to go attack Kevin and Gwen who are in Kevin's garage. They are about to kiss when all of a sudden the Highbreed busts through the wall and tries to kill them, the highbreed proves to be too strong. He knocks Kevin out while he was trying to prevent Gwen from getting killed. Ben's slow self finally comes along as Humungousaur and throws the Highbreed. Then Magister Ghilhil comes and puts them under arrest for impersonating Plumbers, but they soon get attacked by the same masked figure who tries to absorb all their powers and captures them, while Gwen manages to escape. The masked figure takes all of them (except Gwen) to his hideout where he reveals to them who he is. The enemy proves to be Michael Morningstar who now calls himself Darkstar as a result of his defeat he's gained a zombified appearance and his powers have been greatly amplified and thus needs even more power to feed his burning hunger, and then he tries to absorb all of their powers. Then Gwen comes in with an army of DNAliens who beat up Darkstar along with Ben, Kevin, Gwen and the Magister. After Ben defeats him, they realise the Highbreed Lord and the DNAliens have escaped. Then Magister Ghilhil gives Kevin his badge back, and tells the group that now they are the ones in charge of protecting Earth. Then he sends Darkstar to the Null Void. While the team fights a Highbreed commander, Kevin accidentally activates a portal, zapping Ben and the commander into the stream. They end up on a desert planet called Turrawuste that acts as a routing station for the teleporter. The pair are forced to work together to fend off the dangerous predators on the planet while making their way to the routing station such as a Dravek and Dasypodidae, much to the Highbreed's chagrin. As they make their way across the desert, the Highbreed saves Ben from danger several times, even risking his own life to do so. After reaching the teleporter pod, the Highbreed stays behind, having deemed himself contaminated by Ben and thus a risk to the purity of his species.

Kevin, Gwen, and Ben destroy a teleporter they were working on and need help repairing it. Kevin suggests Cooper, the young boy who had helped the Tennysons in the past. Unfortunately, Cooper has been kidnapped by the DNAliens. They track him to the abandoned military base where Paradox built his time machine. They discover that the Highbreed have erected a cloaking field, built by Cooper over the area, concealing a mysterious arch-like device. They free Cooper and have him destroy the cloaking generator, during which he has visions of the arch acting as a gateway for a fleet of ships and the Earth being destroyed. Despite destroying the generator, the Highbreed manage to repair it and continue their operations unhindered.

While fighting one of the Highbreed, Ben's parents catch him transforming into Swampfire. They forbid him from using the Omnitrix after having proof of a black eye from the fight, forcing Kevin and Gwen to fight the DNAliens by themselves. After trying to sneak out as Echo Echo, Ben gets grounded and is made to spill the beans about Gwen, getting her grounded, leaving Kevin alone. Kevin's trouble with the DNAliens and the Highbreed eventually pushes Ben over the edge, and he breaks out of his house as Humongousaur in front of his parents to help. After a short battle aboard a small freighter carrying a rare isotope which the DNAliens plan on using, Ben's parents come to the rescue, admitting that they are proud of Ben and understand what he needs to do. Gwen receives a message from Helen Wheels through her telepathic abilities. Suddenly, Gwen receives another message from Helen just as Kevin walks in. Helen and Manny call on Ben to help deal with a dangerous foe in the Null Void. Then Gwen gets a headache and almost passes out. Gwen says that they should all go to help, but Ben tells them that he is going alone. The theme song comes on and ends. They end up in Kevin's garage wher Gwen opened a portal to the Null Void while Kevin attaches a cable to a jetpack that Ben is wearing so they won't lose him in the Null Void. Once inside, Ben sees an alien who is being attacked by Null Guardians. Ben saves him, but while he is doing so, the cable that he was attached to broke. Meanwhile, the alien that Ben saved told him about a villain who has taken control of the Null Guardians and enslaved the inhabitants of the Null Void. Using them as slaves, he has built a machine to drill through the dimensional wall, hoping to bring his army to take over Earth. The villain's name is D'Void. While they are sitting down talking, Ben and his new friend are attacked by D'Void, but before he can get to them Manny and Helen come out of nowhere and attack him. They fail, but Ben recognizes D'Void as one of his former nemesis; Dr. Animo. The gang escapes from Dr. Animo and they go back to Helen and Manny's hideout. There, Ben learns that Manny lost his hand fighting D'Void once. Ben also tells them that D'Void is actually one of his former villains that he fought back on Earth. Ben also finds out that the Null Void isn't a prison; its a penal colony originally started by the Galvan's, when the prisoners descendants turned peaceful the Galvan's created the Null Guardians to separate the good and bad. Helen suggests that Ben go see their leader, The Wrench, for help in defeating Dr. Animo. While they're on their way there, Pierce shows up and tells Ben that he will have to beat him in order to see the Wrench. Ben loses, but Pierce lets him through anyway because it was a test to see if he was one of D'Void's spies. Before they go in the cave that the Wrench is in, Pierce tells Ben not to eat anything that he offers him. Ben tells the Wrench about his problem, but the Wrench turns around and Ben sees who he really is; Grandpa Max. Ben and Grandpa Max then hug. Max explains that when he used the Null Void projector as a hand grenade, it sent him to the Null Void instead of killing him. Max makes a plan to destroy D'Void and his machine that's making a hole in reality to the Earth. The prisoners are mining rock that powers the machine Dr. Animo is building. They sneak in and Ben discovers that Animo's new found invulnerability is a result of his generator super charging it and uses Big Chill to ice it. Gwen opens another portal for Ben and is over joyed to discover Max alive, Ben tries to convince Max and the others to come back with him but Max and the others have to set things straight in the Void first and Ben returns home alone.

A truck crashes in ditch somewhere in the middle of a desert, and a man walks out of the truck unharmed. His name is Tyler. He tries to hitch a ride with someone and is unsuccessful. He later walks all the way to the police station where he is questioned and accused of being completely mad, as he was talking about how aliens attacked and captured him and how they were here to invade the Earth. He was later put in a cell, and as he struggled to remember who he was and what he was supposed to be doing, he was attacked by the police who put him in there. They actually turned out to be DNAliens wearing ID masks. They asked questions about what he had done with the "key", but he had no idea what they were talking about, as part of his memory was temporarily erased in the crash. Then out of nowhere he seems to have superhuman strength, as he takes the metal coat that was in the cell and pins the DNAliens to the wall with it. He escapes out of the police station only to find more DNAliens outside waiting for him. A green car comes and the driver tells him to get in. With fear for his life, Tyler makes no hesitation as he gets in the vehicle. Ben, Gwen, and Kevin turn out to be the people in the car. The trio then ask Tyler if he knows anything about an "Oscilator Key", but Tyler just can't seem to remember. But suddenly he does remember what it was and he remembers where he left it too. Tyler then directs Kevin to the ditch where he walked away from the wreck. Ben transforms into Chromastone and peels the truck open to have a look at the Oscillator Key. Tyler tells them he stole it from the aliens. As Chromastone is looking at the Oscilator Key, a horde of DNAliens come out from behind it and attack him. Ben, Gwen, and Kevin manage to hold them off, and Tyler remembers everything he was supposed to do. He also remembers the ultimate Highbreed plan to build a giant arch that helps lead to the end of the human race. Ben then finds out why he remembers; Tyler is a DNAlien(wearing an ID mask). Tyler is deeply upset, and he doesn't understand why this has happened to him. Then Tyler remembers that he supposed to deliver the Oscillator Key to Los Soledad. Gwen realizes that whenever Tyler was turned into a DNAlien, he kept his human personality with him. Which means that he was fighting the transformation the whole time. That means that all of the humans that were turned into DNAliens are fighting back too, and all they have to do is find a way to reverse the transformation like Tyler did. Then Kevin quickly reminds them that they have to get the Oscillator Key out of sight before the DNAliens get it. Ben transforms into Humungousaur to take the Oscillator Key out of there, but then a DNAlien supply ship spots them and sends down a tractor beam to retrieve it so Ben expands to 60 feet to get it away from them. Ben drops the Oscillator Key back down in the ditch just a the DNAliens start coming out of the ship. The trio and Tyler manage to fight off some of them, but soon a few DNAliens come and take Tyler so they can overwrite him and he won't remember anything. They take Tyler and the Oscillator Key up in the tractor beam. Kevin advises Ben to shoot the mirror that the tractor beam is being projected out of so the DNAliens won't have it, but Ben realizes that it could also kill Tyler, who is declared expendable by the rest of Ben's teammates. So Ben does the unthinkable; he swoops in and saves Tyler from the DNAliens letting them get away with the Oscillator Key. Kevin and Gwen get angry at Ben for disobeying orders, but Ben says that he isn't making any sacrifices even though Tyler told them he would sacrifice himself so the Highbreed don't finish their plan. Tyler then gets upset because he thinks that the Highbreed have won and that he is stuck as that 'thing' forever, but Ben then uses the Omnitrix to turn Tyler back to normal. Then Ben reminds everyone who was responsible for saving all of humanity; "And like it or not, I think it's us."

Ben, Gwen, and Kevin are surrounded by a large amount DNAliens near a forest. Ben uses Spidermonkey to face them off. As Kevin and Gwen has a hard time handling them, Spidermonkey, who's assumed to be Ben, helps. To their surprise, it fights insanely until Kevin says, "Man, I have never seen you fight like that". Spidermonkey didn't answer, making them realize that it wasn't Ben. Ben thanks him and wonders what he can do to make it up but Simion wanders back to the forest. The prince of Arachnichimps, Simion, needs help in retrieving a crystal which is the symbol of monarchy on his planet. The crystal is being kept in a base on the moon. Ben offers his help but Gwen and Kevin are skeptical. In the midst of the battle, Ben discovers that Simion has been lying, and that the crystal is actually powering an intergalactic communications station. By stealing it, Simion will prevent the Earth from calling for help against the Highbreed Invasion. Ben tricks Simion into stealing a worthless acid dispenser instead, resulting in Simion having a very unpleasant encounter with the Highbreed that employed him.

War of the Worlds
In space the Highbreed fleet was seen attacking Galvan Prime and Professor Paradox came to save Azmuth the latter knew there was no point in being saved since without Galvans the universe was doomed. Professor Paradox rescued Azmuth anyway and Ben practiced soccer. Paradox came to get Ben and they went to Mr. Smoothy to meet Kevin, Gwen, and Azmuth. Paradox told them to destroy the Jumpgate to prevent the Highbreed invasion and they planned to go and take out the Jumpgate.

Azmuth told Kevin and Gwen to leave to get team-mates with Professor Paradox and in a cornfield, Alan transformed into his alien form and fought the DNAliens. Kevin, Gwen, and Professor Paradox came and Azmuth faced Ben. He wanted to tell him the truth about the Omnitrix and then the recruiting group came to find Cooper testing out his intangibility glove. He created armor wanting to come and Ben faced Azmuth the latter told him he could revive any species including the human race.

Ben was upset wanting to fight, and Azmuth tried to convince him not too. Later Kevin, Gwen, Professor Paradox, Alan, and Cooper were seen in a room where the latter was using a machine to contact Darkstar who was still trapped in the Null Void. They freed him and he was now forced to help. Ben and Azmuth continued to argue until Azmuth used vocal commands to unlock the master control.

Ben learned he could now became 1,000,903 different alien forms and he learned they were in sets of ten. Gwen, Kevin, Professor Paradox, Alan, Cooper, Darkstar, Julie, and Ship arrived to help him save the world. They left to the area where the Highbreed where building the Jumpgate which Cooper found using cloak detecting goggles. Ben transformed into Cannonbolt and they entered the cloak field. A large army of DNAliens came out and a massive battle began. Darkstar began to take the DNAliens powers until Ben came to stop him and started using the Omnitrix to cure the DNAliens.

Ben tired himself out and reverted to human unconscious. He was awakened and Cooper turned his suit into genetic damage reversing weapons. The massive battle continued while inside one of the temperature-altering towers the Highbreed wanted the group killed before they entered the tower. The Highbreed began to activate the Jumpgate while the group tried to destroy the Jumpgate and Ben used his ultimate form, Way Big. The gate activated injuring Way Big causing him to revert to Ben as he fell down to the ground unconscious as the Highbreed fleet arrived on Earth.

Getting into the Highbreed headquarters, the gang fought the Highbreeds and DNAliens. To the point where Kevin is threatened an enraged Gwen transformed into her dormant Anodite form for the first time. She almost lost her humanity and wanted to beat up the entire Highbreed fleet but upon hearing Kevin's vulnerable confession of that he can't bear to lose her she returned to normal and they embraced afterwards. Upon discovering that the fleet can only be recalled by the the Highbreed Supreme, Ben, Gwen, Kevin head to their homeworld to confront him. But the Highbreed Supreme refuses to recall the fleet, and Azmuth revealed that the Highbreed's obsession with genetic purity has resulted in sterility in their species: they intend to cleanse the galaxy of all life retaliation.

Using the Omnitrix, Ben sends out an energy wave that reprogrammed the DNA of every Highbreed in the galaxy, fusing their DNA with random species from the Omnitrix to repair their genetic damage. Reinrassic III returns to convince the Highbreed Supreme that their new impurity is not undesirable and now they can live, thus recalling the fleet. Grandpa Max decides to become the mentor of the Plumber's kids that Ben recruited. Ben and Julie almost kiss, but decided against it. Ben makes it up by walking her home. Paradox takes Azmuth home, and Kevin takes Gwen to an auto show. As a side effect of unlocking the Omnitrix Ben found out that it has also unlocked new aliens, thus transforming into Lodestar in the last moment of the episode.

Aftermath
An earthquake wakes a Highbreed officer, who was put into stasis and only to be awakened if the Highbreed lost the war. Per his orders, he triggers a weapon of last resort meant to destroy Earth.Mind-controlling seeds take over Grandpa Max and five others, using them as the brain for a living bomb that will end all life on the planet. The Highbreed officer refuses to believe Ben's claims of peace, and won't divulge how to stop the creature. While Gwen and Kevin try to slow it down, Ben enlists the aid of Reinrassic III to get the Highbreed officer to cooperate. Unable to stop the monster from the outside, Ben, Gwen, and Kevin sneak inside the monster to destroy it within. They manage to save the humans being used as its brain, and the Highbreed officer sacrifices himself to dispose of the creature safely.

Legacy
Through the war may have long been over it left a legacy. The alteration of Highbreed DNA by fusing it with random species to repair their genetic damage.

The destruction and rebuilding of Galvan Prime now called Galvan Mark 2. The possible doomdays weapons they may have left behind on earth and Reinrassic III will check the records.

Ben's battles against the Highbreed and DNAlien's have partially been documented by humans. Eventually revealing Ben's identity by Jimmy Jones allowing him to be a great ally.

At least simian during the Highbreed war brought a Xenocyte to Aranhaschimmia and was eventually turned loose and start infecting it's whole entire population nearly bringing the Arachnichimp to impending extinction and the DNA repair guns does not work on them due to being built to restore human DNA and the Omnitrix was destroyed and the Ultimatrix does not have the capability to repair genetic damage. So it has to be done in a different way through Eunice and the equipment from her Galvan ship with a original Arachnichimp sample to restore its Population.

The DNA repair gun which is made by Cooper in the last battle of the war has been sold to the incursion by Simian. During a business deal between Simian and Emperor Milleous.