Vilgax has beaten the heroes of 10 planets and taken their powers as his own. He has now returned to Earth and issued a conquerer's challenge to Ben where the victor claims dominion over the Earth. In trying to beef up the Omnitrix for his battle, Ben overloads the watch, loses four of his transformations, and turns Kevin into a monster. Now, Ben must return the lost transformations to the Omnitrix before his fight with Vilgax or he won't have total control of the watch with the fate of the world in his hands.
Ben, Kevin, and Gwen look into a disturbance that has brought Pyroxivores to the surface from the underground. During their search, they meet a riley creature named Mouldywarp who is angry at a "claim jumper" that has moved in on his ground and is scaring his Pyroxivores. They soon discover that Vulkanus is causing the disturbances with his plans to drill to the center of the Earth and turn it into a molten world of lava like home sweet home.
Every 17 years, a group of aliens travels to a remote farm town to participate in their Popcorn Festival. They aliens enjoy the popcorn while the farmers enjoy the rewards of cleaning up after. However, when one of the aliens goes missing, his best friend calls upon the services of Ben to help find him before the week is over and the aliens must return home.
Ben receives a holo-viewer message from an alien named Probity. Her home world is ravaged by a war that has lasted for decades and she asks Ben to help solve the conflict. Ben, Kevin, and Gwen travel to her world and try to end the unnecessary fighting. Simple, right?
Octagon and Rhomboid Vreedle are repo men who have been hired to return Ship to the Upgrade who spawned him. Ben and Kevin fly through space to convince the judge to rescind his order while Julie and Gwen try to hold off the trigger happy Vreedles from taking Ship. In trying to protect Ship, Julie discovers that the best way to protect him is with his help.
Yuri Lowenthal
Ben Tennyson
Ashley Johnson
Gwen Tennyson
Greg Cipes
Kevin Levin
Paul Eiding
Grandpa Max
Dan Riba
Director