While inside the Omnitrix, Ben and Vilgax must work together if they are to close the gateway, but once the Fulmini leader - the High Override - appears, even that might not be enough. Luckily, help arrives in the form of a being calling itself Glitch!
Max fights off the Fulmini Solider, and Gwen runs it over. Max shoots the laser at it, however it runs out. The Fulmini soldier got farther from the watch, and it died. Gwen celebrates at the defeat of the soldier, but Max isn't sure. The look at the Omnitrix and notices that it's changing color.
Inside the watch, Ben, Vilgax, and Glitch run from the Fulmini. Vilgax tells Ben that he is too blame for all of this, however Glitch interrupts telling them it's both of their faults. Glitch explains that when Ben and Vilgax were battling and Ben used Upgrade to shut down the watch and reboot the system, it caused a malfunction. A massive feedback loop ravaged the in-system matrix, destroying Upgrade's DNA pod. To survive. the DNA fused with a DNA chain from the host. Ben get's surprised and figures that the host was him. Vilgax pins Glitch against a wall asking him where the do the Fulmini fit in. Glitch explains that he was forced to replace the destroyed pod with a new one. The Fulmini's abilities allowed it to absorb the excess charge. (which caused the creation of the Omni-Enhanced Forms) However, there was an unforeseen side effect. Every time Ben accessed Shock Rock, it sent a signal pulse back to it's world. Glitch states that he tried his best, but something circumvented his defenses, opening a portal between the two worlds.
Vilgax blames Ben once again. Ben states that if Vilgax would've never tried to steal his Omnitrix, none of this would've happened. Glitch tells them that none of it matters if they don't stop the invasion. Ben questions how, and Vilgax pushes him to the side, and tells him to stay out of the way. Glitch uses the Omnitrix defense mechanisms and defeats the Fulmini. Vilgax complements him, preferring and upgrading over Tennyson. Ben gets mad, but Glitch senses something. He tells them that something is wrong, and they've got company. Powerful company. At the portal, out comes the High Override, who reassembles his destroyed Fulmini army.
Ben questions where they are going as they walk down a hall, Vilgax tells him that the best way to close the portal, is to cut off the energy supply to their home world generators. Glitch questions if he's talking about the Omni-core. Ben is confused. Vilgax explains that the portal is sustained by powerful energy sources on both sides. Glitch states that if they can reset it, it should cause the portal to collapse. Ben questions how he can help, and Vilgax tells him to stay put. Glitch states that no one knows the Omni-Core better than he does, and if Ben doesn't go, he doesn't go. Vilgax arrogantly thought that there was more Mechamorph then Ben in his DNA. He turned out to be wrong. Vilgax and Glitch begins to argue, and Ben fides out a way to create a Fulmini DNA pod, using parts of the destroyed Fulmini soldier. Vilgax and Glitch tries to stop him, but are too late. Ben transforms into Shock Rock, and runs into battle. He is confused by the Fulmini Soldiers still standing. The High Override rises up, introducing himself. Shock Rock charges at the High Override, however he is stopped. Vilgax commands Glitch to keep the Fulmini busy, while he takes the core. Vilgax makes it to the core. The High Override takes control over Shock Rock, changing his appearance. As Vilgax attempts to shut down the core, he stopped by a controlled Shock Rock, who surprises him.
Outside the Omnitrix, Max and Gwen tries to figure out what's going on by using the Fulmini Soldiers head. Max figures it ran out of juice the closer it got to the watch. Gwen moves the head closer to the watch, and they get a transmission from Glitch. Glitch tells them that Ben is in trouble, and he doesn't know what's about to happen. Inside the watch, Vilgax fights off Shock Rock. The High Override states that extinguishing the Omni-Core will destroy the current structure as well. Vilgax tries to offer their Earth for the core, however the High Override does not deal, and he banishes Vilgax to the Null Void. High Override demands Shock Rock to open his Earth to him. Shock Rock breaks into the DNA loading chamber, and the Fulmini soldiers march past, entering the portal.
Max and Gwen prepares to fight. Gwen states that they can take whatever the Omnitrix throws at them. Fulmini soldiers march out, three by three.
Ben: Seriously, how many Fulmini can fit inside this dang watch? (Panting). Hey, those are my moves! Vilgax: Silence, fool! You're to blame for all this. Ben: How do you figure that, fish head? Glitch: Actually, it's both your fault. Vilgax and Ben: Wait, what? Glitch: When you two were battling and Ben used Upgrade to shut down the watch and reboot the system, it caused a malfunction. A massive feedback loop ravaged the in-system matrix, destroying Upgrade's DNA pod. To survive. the DNA fused with a DNA chain from the host. Ben: Which host? Whoa, you mean me? Glitch: Glitch. At your service. Vilgax: How do the Fulmini fit in? Glitch: I was forced to replace the destroyed pod with a new one. The Fulmini's abilities allowed it to absorb the excess charge. Ben: That explains my upgrades. Glitch: Unfortunately, there was an unforeseen side effect. Every time you accessed Shock Rock, it sent a signal pulse back to it's world. Ben: You mean I was giving those creeps directions? Glitch: I tried my best, but something circumvented my defenses, opening a portal between our worlds. Ben: That machine I made in my sleep. Vilgax: And now we're all going to meet our doom thanks to your foolishness! Ben: Hey, didn't you hear? If you hadn't been trying to steal my Omnitrix, None of this would've happened.
High Override: Extinguishing the Omni-Core means destroying this structure, as well. Vilgax: With the Omni-Core, I will build a new Omnitrix -- my Omnitrix. High Override: Betraying your partners. Fitting. Vilgax: Rah! Tennyson, fight it! I offer you your Earth for the core! High Override: The High Override does not deal. Shock Rock: (Shouts). High Override: He conquers! Vilgax: (Get's pushed). Aah! High Override: Perhaps the Null Void between dimensions will suit you better. Vilgax: Null Void? Aah! No! No! Noooo!