Vilgax's ship
Ben along with an unconscious Gwen and Kevin are being lifted up by tractor beams from Vilgax's ship and sent to the brig
Ben: you won't get away with this Vilgax!
Vilgax: (laughs) but I already have
Vilgax leaves and Gwen and Kevin wake up
Gwen: (dazed) ugh what happened?
Ben: you guys were beating Up pretty bad and now we're on Vilgax's ship
Kevin: not for long
Kevin tries to transform but doesn't
Kevin: what gives?
Ben: Vilgax put some kind of device on our omnitrices so we can't transform
Kevin: (frustrated) that blows
Gwen: I think I can teleport us outta here
Gwen tries to make a portal but falls to the ground
Kevin: Gwen!
Kevin picks her up
Kevin: you all right?
Gwen: yeah I think I'm just exhausted from the fight earlier
Kevin: well you better rest up because we're gonna need you to escape... and because you're very important to me and I can't bare to see something bad happen to you (kisses forehead)
Gwen: oh Kevin that's so sweet (closes her eyes)
Ben: is She...?
Kevin: sleeping we better not wake her
Vilgax's ship arrives at his home planet and Ben and Kevin are shocked to see many humans working as slaves
Vilgax's home planet
Kevin: this is horrible
Ben: don't worry Kevin we'll save them all
Vilgax shows up with the high Override
High Override: so it is true, Ben Tennyson has returned
Ben: that's right and I'm gonna kick your butt if you don't let me and all these people go
High Override: we will let these humans go only when you relinquish your Omnitrix
Ben: fat chance
High Override: if you refuse the humans Will perish
Ben: (frustrated) why do you guys even want my Omnitrix?
Vilgax: you're Omnitrix is the most powerful piece of technology in the universe, it has the power to change the user into over a million different aliens, if we had that power we could rule the entire universe
Ben: why do you guys even want to rule the universe?
Vilgax: (laughs) well i suppose it's time I tell you the truth. do you know Who made your Omnitrix?
Ben: yeah, Azmuth
Vilgax: well did you know I helped him?
Ben: (shocked) what?!
Vilgax: yes, I was a young Chimera Sui Genesis when Azmuth chose me to be his apprentice, together we made the omintrix, a masterful piece of technology meant not for war or destruction, but for understanding other alien species
Ben: wait if you worked with Azmuth and were good In your youth why are you evil now?
Vilgax: well I wanted to use the Omnitrix to take over planets but not to destroy them, but to protect them, I wanted to rule over planets and to help them mature and develop but Azmuth said that the Omnitrix was not meant for conquering so I took it and used it's power to rule over my people and helped them and they all loved and worshipped me after that but Then Azmuth showed up and activated a voice command that took the Omnitrix away from me and as punishment for disobeying Azmuth he imprisoned me on his home world and I spent 10 long years In prison but when I heard that Azmuth had given the Omnitrix to a child I escaped and came to earth to retrieve the Omnitrix for myself but you kept on defeating me again and again until I realised that if I make an alliance with the High Override and the Fulmini I could finally defeat you and take the Omnitrix
Ben: (stunned) wow, that was a long explanation, well what about you High Override? Why do you want My Omnitrix?
High Override: the reason I seek your Omnitrix is to use its power to bring back my people
Ben: what?
High Override: My Army has been fighting wars for centuries, now there's only a few hundred of us left, if I could have your Omnitrix I could take the Fulmini DNA sample and use it to generate more of my people
Ben: wow I didn't think that you guys had hearts... You guys almost seem... Human, but you're still not getting my Omnitrix
Vilgax: (sighs) I was afraid you'd say that
Vilgax charges a laser blast from his ship and aims it at the humans
Ben: Vilgax, you can't force people to bow down to you, even if it's for a good cause and High Override, your people are gone and it's your own fault that their gone because you forced them to go to wars
High Override: (angry) insolence!
High Override tries to blast Ben with an electrical blast but Ben blocks it with his watch and the device that stops Ben from transforming is destroyed
Ben: (smirks) my plan worked
Ben transforms into Shockrock and destroys the prison cell
Vilgax: (angry) Tennyson, relinquish the Omnitrix or else the humans will be destroyed with a push of a button!
Shockrock: hmm let me think about that... No
Shockrock blasts the button out of Vilgax's hand destroying it
Vilgax: Why you!
Vilgax tries to blast Shockrock with his laser vision but Ben twist the Omnitrix symbol and activates his Omni-kix mode and has Armoured up and the laser beam blasts off him
Shockrock: sorry but that not gonna work
Vilgax tries to punch shockrock but breaks his hand
Vilgax: ugh
Shockrock: Listen to what's gonna happen, you're gonna let me and all those people go and if you don't I will destroy all of your people with an electrical blast like this
Shockrock blasts a hole in the ship with an electrical blast as a demonstration to Vilgax and the High Override
High Override: (frustrated) very well we shall transport you all back to earth
Shockrock: good decision
The High Override sends all the human's back to earth
Earth
Ben transforms back
Ben: hey Kevin looks like we're back on earth
Kevin: yeah we're back but looks like Vilgax and the High Override destroyed Most of the USA
Gwen wakes up
Gwen: ugh what happened?
Kevin: long story short, we're back on earth
Gwen: (sighs in relief) good
Ben: Gwen are you okay?
Gwen: yeah I think I just need to lie down for a while
Ben: rest well because we've gotta Clean up the mess Vilgax and The High Override made
Kevin: well looks like all's well that ends well
Vilgax's home world
Vilgax: (angry) ugh how did that puny earthling get the better of us?!
High Override: Don't Vilgax, I have a new plan to take the Omnitrix
Vilgax: what is it?
High Override: Would you like to fuse with me?