Bestefar Max har lagt igjen en beskjed til Ben. Hvor Ben får beskjed om å samle et lag med helter.

A new villain comes into town, his name is Darkstar, he commits some crimes and gets the team's attention fast

Ben, Gwen and Kevin gather their allies to counter the threat of the incoming Highbreed fleet. Azmuth reveals a secret about the Omnitrix.

Ben goes to the HighBreeds' world in an attempt to stop their attack on Earth.

Kevin makes a temporary truce with Darkstar to retrieve an artifact that will return them into their former selves.