Gwen and Kevin show up, along with Professor Paradox, who teleports the gang back to the past to stop Vilgax's plan before it happens.
Azmuth, creator of the Omnitrix, appears and tells him that the Omnitrix must recharge before he'll have access to all of his aliens again, leaving Heroes with only Swampfire, Humungousaur, Cannonbolt, Big Chill, and Spidermonkey. Heroes ends up using most of his Omnitrix aliens to defeat it, but ends up draining the watch's power as a result. Splitting up, Ben battles Vilgax's servant Psyphon, who brings a Mr.
When Vilgax invades the Earth using a Null Void projector (which beams Null Void prisoners to Earth), Ben, Gwen, and Kevin, snap into action to defend their hometown Bellwood from the attacks.