In a fit of stubbornness, the Omnitrix transforms Ben into Grey Matter and leaves him stuck in that form for far longer than normal. During this time, Grey Matter is captured by an alien-obsessed nerd named Howell Wayneright. Grey Matter successfully contacts Gwen and Max for a short period before a secret society of modern knights, known as The Organization, retrieves both Grey Matter and Howell. The two work together to escape and quickly discover a room filled with extraterrestrial technology, with which The Organization could take over the world. Grey Matter cross-connects three of the objects to trigger an explosion and take down The Organization's base. Enoch, The Organization's leader, orders his men to find information on Ben, Gwen and Max.
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