After a lull in alien antics, a restless Ben suggests to Max and Gwen that he might be a better hero if he went solo, but once Vilgax enlists the help of Zombozo to build a giant hypno-mechanism to hypnotize the entire world, Ben must rethink his strategy if he is to defeat the super-villain team-up.
The episode starts off with Ben practicing his fighting moves. He claims that he hasn't had a good fight in a while, and needs to keep his moves sharp. Gwen tells Ben to relax, and Max adds in that nothing relaxes him more than the hot springs they're going to. Ben states that nothing relaxes him more than slamming bad guys into the dirt.
Elsewhere, Zombozo tries to hypnotize someone into handing over her purse. However, he fails. Drones fly in, and collects Zombozo. Zombozo is brought into a ship. He questions who's in charge, and notices a huge computer ahead. Vilgax steps in and tells Zombozo that he's been watching him, and that he'll never get anywhere using his children's trinkets. Zombozo prepares to leave, but Vilgax stops him. Vilgax states that he wishes to bring out the true potential in Zombozo, and his path to galactic conquest, involves crushing a common enemy.
Back in the Rustbucket, they are attacked by a tractor beam. Max states that he can't control the vehicle. Ben gets excited, and transforms into Stinkfly. Stinkfly manages to get out of the tractor beam, but is attacked by Vilgax's drones. Stinkfly takes them out. Stinkfly recognizes Vilgax's ship, and prepares to board it. However, he is caught by a bunch of drones. The Rustbucket lands safely on the ship, but Max points out that the beam has them pinned. Gwen points out that it must be Vilgax's ship, and that it's swarming with drones. Max states that they need to find a way to get past the drones. If Ben were there, he could've been the distraction, as pointed out by Gwen. The drones fly away, and Max thinks he already is. The two run out.
The drones throws Stinkfly into the ship. Ben times out, and notices Zombozo in the ship, wearing a new outfit, and teaming up with Vilgax. Gwen and Max, on the other hand, are sneaking through the ship. They notice a clown-themed machine. Ben questions why Zombozo is working with Vilgax. Vilgax signals his drones to hold Ben. Zombozo explains that Vilgax saw his potential like no one ever could. However, Vilgax denies that, stating that what he saw was wasted opportunity. The drones begin moving Ben towards a machine. Ben questions what's happening. Vilgax explains his plan to uses the Omnitrix, and transform all life, on top of using Zombozo's mind-control technology, to have a planet filled with mindless changeling warriors. the perfect army to continue his reign of galactic conquest. Back to Max and Gwen, the machine they saw starts operating. The mind-control ray shoots down from the ship, and they fly towards a city. Zombozo tries to put Ben inside the machine, however, he accidentally activates the Omnitrix. Ben transforms into, Omni-Enhanced Four Arms. Back to Max and Gwen, Gwen states she has no clue to deactivate it. Max gets a few pipes, stating that he has a few ideas.
Vilgax demands Zombozo to get Ben in the machine, while he finishes coding the DNA software. Zombozo fights off OE Four Arms. He attempts to hypnotizes Four Arms, however it fails. Vilgax is almost done, and demands Zombozo to get him in the machine now. Zombozo sends OE Four Arms flying into Vilgax. Vilgax turns around and smacks Four Arms so hard, knocking him off balance. Zombozo trips him, and OE Four Arms lands in the machine. Four Arms easily escapes, and throws Zombozo. Vilgax gets irritated, and fights OE Four Arms, and easily defeats him. Vilgax tells Zombozo to, again, get him in the machine. Max and Gwen continues destroying the machine, and Max gets the final hit, destroying the mind-control device. Zombozo's mind-control staff blows up, sending him flying. Vilgax's plan then fails. Vilgax throws OE Four Arms, and prepares to fight him. OE Four Arms, energy punch harms Vilgax. Four Arms dodges most of Vilgax's attacks. Ben times out. Vilgax then chases Ben around the ship. Vilgax is then angered, and uses his laser vision to target Ben. He accidentally destroys most of his ship. Ben leaves to find out what Max and Gwen are up to. The ship's system then shuts down. Max and Gwen takes out most of the drones. Ben falls in, and meets up with them. They all escape. The lights, and drones, go offline. They run to the Rustbucket. Gwen figures out a plan to get to the ground. Ben transforms into Omni-Enhanced Diamondhead, and creates a ramp for them to land safely. They then leave to go to the spa.
Back on Vilgax's ship, the backup generators are now online. Zombozo states that they'll get them next time. Zombozo is then thrown out of the ship by Vilgax. Vilgax rages, angry at these "Earth creatures".
Vilgax's plan is revealed: he wants the Omnitrix to rule the entire universe with an army made from the stored alien DNA.
Zombozo: I don't know how things work in your little space-pancake world, but here on Earth, you can't just go around grabbing guys. Oh! Sure. Why not? Oh! Alright. Who's in charge here? Ooh. That's a -- that's a handsome screen saver you got there, buddy. Vilgax: Clown, I've been watching you, and you'll never get anywhere using your children's trinkets. Zombozo: Hey, I don't deserve to get sassed by a space calamari just because I've had some bad luck with a certain brat. I'm out of here. Vilgax: I brought you here because I wish to unleash your true potential. I believe my path to galactic domination involves crushing a common nemesis of outs. Zombozo: (Laughs). Now you're speaking my language.
Ben: Ugh! Uh, yeah, I meant to do that. Zombozo? What are you wearing?
Ben: Why are you hanging with, Vilgax? Zombozo: (Laughs). Surprised to see I have friends in high places? Ben: Makes sense. I turned you into such a joke. Now you have to work with one. Zombozo: Captain Cthulhu here appreciates me. He saw my potential like you Earth losers never could. Vilgax: What I saw was wasted opportunity. Zombozo: This guy gave me everything I needed to make my biggest hypno disc yet. We're going to put on a show that will that'll really known your socks off. Ben: What? Hey! No! Stop that! What do you think you're doing with the watch? Vilgax: You've experiences how the powers of the Omnitrix can turn even the most pathetic of your species into capable warriors. Think what can be accomplished by combining that power with the clown's mind-control technology. Zombozo: Ha, cha, cha, cha. Vilgax: An entire planet of mindless changeling soldiers under my complete control, the perfect army to continue my reign of galactic conquest. Zombozo: Well, what do you think? Should I ready the troops.
Vilgax: Get him in the machine. I need to finish coding the DNA software. Zombozo: You got it, Big V! OE Four Arms: Finally, some action!
Vilgax: You're trying my patience, boy!
OE Four Arms: Wow, Four Arms isn't usually this good at dodging. Vilgax: Ah! OE Four Arms: You must be really clumsy. Even Zombozo was doing better than this. Yep. (laughs). You getting tired, are you? (times out). Vilgax: Ah! Ben: Oops. Vilgax: This ends Now! Ben: Nope! Vilgax: (Trips over Zombozo). USELESS CLOWN!!! ENOUGH!
Computer: Manual system override successful. Backup generators online. Zombozo: We'll get him next time, buddy. Boop! (Vilgax throws Zombozo out of the ship) Zombozo: Whoa! Good thing you gave me these parachute pants! (laughs). Vilgax: (Grunts). Wretched Earth creatures!
Vilgax's vison of an alien Omnitrix army shares a similarity to the original series episode Secrets.
This episode aired as the 17th episode of Season 2 and the 57th episode overall in the U.S.
During the fight against Omni-Enhanced Four Arms, Vilgax's glove was supposed to be destroyed revealing what his hand looks like for the first time in the reboot- a point of interest given that it divides into tentacles. However, this detail was cut for the sake of ease of animation later down the line. The detail was only present in early story boards.[KT 1]