Ben, Rook, and Grandpa Max have their hands full when Phil returns as a half-human half-Terroranchula creature as a side-effect of using the Nemetrix 5 years ago, and starts absorbing all of the electricity and lightning in Bellwood. But when he heads into Undertown's mini power-plant and starts to absorb the Megawhatts, they must find a way to stop him. Ben is also suffering terrible luck with his transformations, turning into aliens that actually feed Phil's mutated form.
Omnitrix Alien Debuts: Frankenstrike (sixteen-year old Ben), Buzzshock (Omniverse Debut) 
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