Ben accidentally figures out the master-control of the Omnitrix, allowing him to become any alien just by thinking about it at will, and stay an alien indefinitely. Elsewhere, Kevin had assumed control of the Megacruiser. Using it to navigate the Universe, he locates and revives Vilgax. The two battle, but Vilgax wins and quickly realizes the nature of Kevin's mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight to a stalemate. Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm. Gwen enters the Null Void in order to retrieve Ben.
Unfortunately, Kevin takes her hostage, forcing Ben to give away the Omnitrix in order to save her. But before anyone can escape, Kevin double-crosses Vilgax. Ben and Gwen procure the Omnitrix in the resulting brawl and leave the two villains trapped in the Null Void dimension. Ben reattaches the Omnitrix, only to realize that he had zeroed out the master-control and can no longer perform mind-accessed transformations.
Note: This episode features rapid transformations between all of Ben's active aliens.
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