It swerves through an intersection as the cops surround it
The criminal puts his hands in the air as he surrenders
Across from the intersection, Ben looks over as a soccer ball bounces off of his face
His coach yells at him to pay attention as he is revealed to be in soccer practice
Ben apologizes as he goes to run a lap
That night, Ben is texting his friends in a group chat, which is composed of five kids
They plan to go the movies that weekend to see a new Sumo Slammers movie
Sandra Tennyson walks in, and asks how late Ben will be up
Ben says not to late, that he did most of his homework in study hall and he just needs to study for his Biology test
Sandra kisses him on the forehead then leaves
Ben puts his phone down and looks at his wrist, where a scar remains from the Omnitrix, which he took off almost a year ago
Cut to school the next day
Ben is running through the halls, as he is late
As he gets to class, the kids snicker and giggle at him
There was a vandalized drawing on Ben's backpack of him as Humunguosaur
Ben sighs, ignoring it
The Literature teacher announces the pop quiz
Ben groans, visible underslept as there are bags under his eyes
Cut to lunch
Ben is sitting with his small group of friends
One of them, Charlie Poler, ask if they are still up for the movie on Friday
Another kid, Jonesy (from OV), says definetely
Ben's phone buzzes
It's Gwen, asking if he can come over later
He replies he doesn't want to be convinced anymore to come back as a hero, that society is divided on him and he isn't the hero that the world currently needs.
Gwen says he should go back to his roots, small things such as bank robberies and he doesn't have to save the world
Ben doesn't respond
Gwen says Grandpa Max misses him, as he doesn't drop by the diner as much anymore
Ben says he will today and Gwen says "see you there"
Ben asks if Kevin will be there
Gwen says yes, and that Kevin likes Ben, even if he doesn't admit it
Ben says they haven't spoken much since Ben retired
Ben asks when her next karate show thing is
Gwen says May
Ben puts his phone away and continues eating lunch
Cut to Gwen, at her private school
Her friend, Emily is next to her, as they walk down the hall (Emily is in a wheelchair)
They discuss their AP Psycholgy homework
Emily asks if Gwen told Ben yet
Gwen says Ben isn't ready
Emily says that he deserves to know, that Ben is a kind soul and deserves the truth
Gwen sighs and thinks about what Emily says
She opens up her phone and texts Ben that Great Aunt Vera had a stroke, and she's in the hospital
Ben doesn't read the message
Gwen hurries off to class
Kevin is playing basketball with some of his friends and some gang members come up and a fight breaks out, Kevin sees his friend injured and calls 911.
At the end of school, Cash and JT and the other jocks trash Ben's car and spray paint "MONSTER" all over it.
Azmuth is mortally wounded so Myaxx sends a distress signal to Ben.
Ben, Gwen, Kevin reunite at Max's diner, Kevin reveals he is taking electronic college classes with Gwen's help, Ben is proud of him, Kevin says the garage is great and he plays a lot of basketball now.
Ben asks if he can come over sometime to play.
Kevin says he doesn't live in such a great part of town.
Distress signal reaches Max who tells Ben something important has happened.
However, two thugs attempt to rob Max's diner.
Max pulls out a hidden blaster but Gwen and Kevin already took them down; Ben sadly does nothing.
Max says crime has risen considerably since Ben retired.
Ben says he is not returning.
They talk about Vera for a minute, saying she is healing and will be okay.
Max says that have to go to Galvan homeworld
They go and find Azmuth dying.
Myaxx explains what happened and in his dying breath, Azmuth gives Ben the Infinimatrix.
Ben cries for Azmuth as Gwen and Kevin comfort him.
Ben, determined, gets up and says "It's hero time".
The episode begins a few days after Change, with Azmuth's funeral broadcasted around the galaxy. We start at Galvan Mark II, then transition to the Plumber's Academy, the Null Void Incarcecon, Professor Paradox's realm, the Plumber Headquarters in Bellwood, then back to Galvan Mark II.
After the speech, Azmuth's coffin is lowered into the ground of the newly-built Azmuth Memorial Park.
A few of the Galvans cry. Among them is Zennith, Azmuth's ex-girlfriend, who says she forgives Azmuth and blames herself for inhibiting his brilliance.
People attending Azmuth's funeral on Galvan Mark II: Ben, Gwen, Kevin, Max, Tetrax, Gluto, Blukic, Driba, Myaxx, Eunice, Zennith, and Galvan soldiers.
After the funeral, Ben and co. talk to Myaxx, who says that with Azmuth gone, the Galvans will be governed by a council.
Myaxx says she will stay on Galvan Mark II for a while to overlook the development of the Azmuth Museum.
Tetrax decides to stay with her to help.
On the way back to Earth, Ben's team talks about Azmuth for a while, before we flashback to the past; a week after Ben received the Omnitrix.
In the flashback, Ben comes home late at night after battling crime.
He slumps onto the bed and is about to go to sleep, but then Azmuth teleports in, asking Ben how the Omnitrix is.
Ben says he should know since he monitors him through the Omnitrix.
Azmuth asks Ben to humor him.
Ben complains that that the Omnitrix keeps turning him into the wrong aliens.
Azmuth says that using the Omnitrix properly requires patience.
Ben says he needs to be able to turn into the alien he wants quickly in a fight.
Azmuth replies that Ben will get used to the Omnitrix one way or another. He fills Ben with confidence by saying that he believes Ben is already on the path of his glorious future.
He winks and teleports out.
Ben looks at the ceiling and smiles as we transition back to the present.
The Rust Bucket III lands in Plumber Headquarters, the team comes out of the ship and Ben asks how different the Plumbers have been since he and Max retired.
They go to the main hub and Gwen and Kevin introduce Ben to Magister Zack Taluno, the new Magister of Earth.
They tell Ben that he is the youngest Magister of Earth as of yet, at the age of 22.
Ben asks him what it's like, to which he replies it's a lot of pressure, but he feels honored.
Ben decides to follow Gwen and Kevin to the training room to watch them train.
We cut to a dark alley, where a restaurant's busboy loads a bag of trash into the large trash bin. As he opens the lid, a few wasps fly out.
The busboy throws the bag into the bin, just as a large swarm of wasps attack him. Clancy emerges from within the trash bin and walks past the busboy into the open as he summons more insects.
The manager comes out of the restaurant and sees the busboy on the ground, unconscious. He looks at Clancy, then runs back in.
Back at Plumber Headquarters, Gwen is training in a simulation, fighting "Charmcaster" in an abandoned street.
Charmcaster uses Turbo to fire a blast of wind at Gwen, throwing her into the air.
Gwen does a backflip in the air and uses Adfishio Potentia and fires beams of mana at Charmcaster.
Gwen then runs towards her and uses Stingu Invisibus to break off large chunks of rock from the ground.
The chunks hover around Charmcaster before almost crushing her, when the simulation ends.
Ben comments on Gwen's brutal attacks, Gwen says it was just a simulation and she'd never do such a thing in real life.
Ben is about to start his training, but gets a call from Max, who is driving in the Rust Bucket.
Max tells him that Clancy was spotted outside of Pete Za's Pizza, and is heading east towards City Hall.
Ben hangs up and the team gets ready to go.
Cut to City Hall. Clancy, in his insect form, attacks the guards outside the building, then breaks in.
Ben and co. arrive soon after in Kevin's car, then run into the building, right to Mayor Clint's office.
Along the way, there are guards and city councilmen on the floor, covered in insect bites.
Kevin calls the police as they make their way to the office.
Gwen decides to stay along the halls to try and heal Clancy's victims.
Clancy is about to enter the office, but Ben and Kevin arrive in time.
Ben twists the dial and a hologram of Pick-a-Power pops up. He transforms into him.
Not knowing how to use his powers, he is thrown out of the building through the roof by Clancy's insects. Kevin grabs the mayor and ushers him to safety as Clancy is fighting Pick-a-Power.
Pick-a-Power is easily overpowered by Clancy.
The Infinimatrix's voice command kicks in and informs Pick-a-Power that he can choose powers via roulette.
His powers are divided into four categories: enhancements, mental, physical and manipulations, represented by red, blue, green and yellow.
He can only use one category of power at a time.
Pick-a-Power activates his manipulation powers and emits a pheromone to attract the insects, rendering Clancy powerless.
Pick-a-Power brings Clancy outside the building. Kevin is there with Mayor Clint, and a few citizens are watching the scene. Paramedics are bringing the guards away.
Pick-a-Power scans the crowd and hands Clancy over to the police.
He reverts back to Ben as the crowd cheers for Ben.
Gwen comes out of the building and compliments Ben before fixing the damage to City Hall with her powers.
Ben is surprised at how good her powers are becoming.
Cut to the Rust Bucket 2 parked opposite Max's diner. Max is packing his stuff, planning to visit Vera. The diner will be closed until he gets back.
Ben offers to follow him, but Max says he'll be fine on his own.
They say their goodbyes and Gwen asks if they wanna go to Mr. Smoothy's to celebrate Ben's return.
Ben says he has to catch up on his homework since he missed school for a few days due to Azmuth's death, so he declines.
Kevin says he's not feeling too well, so he offers to take Gwen home.
In the car, Gwen reveals she sensed someone else's mana on Kevin (in the first episode), but she didn't want to bring it up.
She knows he's lying, but Kevin says it's personal.
They argue a little throughout the journey to Gwen's home.
When they reach there, Kevin reluctantly reveals he is going to visit Collin and asks her to get in the car.
He tells her what happened at Wright Park, and that he used to be part of a gang before he met Ben.
Gwen asks how he met them, and Kevin promises to tell her later.
At Ben's house, Ben is doing his homework, bored.
Realizing he has the Infinimatrix, he turns into XLR8 and finishes his homework in a matter of seconds.
He reverts back to Ben and switches on the TV, tuning in to Channel 3.
Harangue Nation is playing. Will tells the public about Ben's return, showing a picture of Pick-a-Power holding Clancy.
He bad-mouths Ben for a while, before saying that the world was better off without Ben.
He then says that the mayor has decided to resign, and blames it on Ben.
Meanwhile, Gwen and Kevin have reached Bellwood General Hospital and are on their way to Collin's room.
They enter his room and find Collin lying on the bed, bandages on his arms and legs. An intravenous drip is connected to the back of his hand.
The three of them have a regular conversation (small talk, Gwen and Kevin ask Collin how he is, what's it like being in the hospital).
Cut to a Mr. Smoothy's outlet by the street, with a few people dotting the tables outside.
A flash of blue light appears in the middle of the street, Ben-21 stands there, confused.
A car suddenly comes his way, horning.
Ben-21 quickly transforms into Four Arms to stop the car in its tracks by grabbing it. People around him start cheering.
Four Arms tells everyone he isn't the Ben they know and starts tearing up the place.
Back in the hospital, the three decide to watch TV. The first thing that comes up is footage of Four Arms trashing Mr. Smoothy's, taken from security cameras.
Gwen calls Ben after she realizes that Ben would never trash a Mr. Smoothy's.
Gwen and Kevin excuse themselves from Collin.
Ben says he's on the way.
Back at Mr. Smoothy's, everyone has evacuated, save for a waiter. The exterior is almost completely destroyed, leaving only the building in proper shape.
Four Arms is about to kill the waiter, but Ben as XLR8 arrives and takes the waiter far away.
He comes back within seconds and turns into Four Arms as well.
The Infinimatrix tells Ben that Four Arms is one of the aliens who has an Ultimate form.
He evolves into Ultimate Four Arms and, upon him shouting his name, the ground in fromt of him splits into two and the ground shakes a bit.
The louder and more intense his voice gets, the more powerful the earthquakes he causes are.
Four Arms falls down and turns into Humungousaur.
The two fight for a while before Ultimate Four Arms overpowers Humungousaur.
Humungousaur transforms into Wildvine and traps Ultimate Four Arms, who turns into Snare-oh to escape the vines.
At this point, Gwen and Kevin arrive.
Wildvine turns into Heatblast and burns Snare-oh, who turns into Water Hazard to put out Heatblast.
Heatblast turns into Big Chill and freezes Water Hazard. Kevin fights off Big Chill while Gwen uses a spell to free Water Hazard.
Big Chill turns into Atomix and quickly defeats Kevin, while Gwen manages to hold her own for a while before being defeated.
Atomix beats up Water Hazard, who, at the last minute, transforms into Atomix, too.
After a long fight, almost the whole street ends up being destroyed, and Atomix-21 wins the fight.
Attack helicopters arrive to try and subdue Atomix-21, but he easily destroys them.
As he is about to kill Atomix, he is transported away.
Atomix reverts back to Ben.
Gwen soon regains consciousness and uses her mana to repair damage to the entire street.
In the process, she faints just as Kevin gets up.
She wakes up at the Plumber Headquarters' medical bay, greeted by Ben, Kevin and the medic, Maryana.
Maryana informs her that using her ability to repair things uses up a lot of energy.
Ben tells Gwen and Kevin that he had deja vu when he was battling Ben-21.
He brushes it off and decides to go to Mr. Smoothy's to celebrate his return to the hero business.
Cut to a secret facility, where two S.A.C.T agents are pushing Clancy on a stretcher down a hall.
They bring him into a room with a few doctors, and Lt. Steel
Lt. Steel says something along the lines of "Let's get to work".
At Mr. Smoothy's, Ben gives a speech about how he never expected to come back but now he feels he needs to as the world needs Ben 10.
They drink smoothies to Azmuth.
Cut to an unknown location outside time and space. Ben-21 wakes up there, surrounded by three figures, hidden in the shadows.
They persuade him to join them.
After asking them some questions, he agrees, and Zargon steps out of the shadows.
Begins with a flashback of 11-year old Kevin lying on a bench in a subway station, in the middle of the night.
As he is about to sleep, the Outcasts (Jeremy's gang) arrives, hanging out. There are four of them.
They notice Kevin there, who, startled, gets up.
The Outcasts bully him for a while, before he makes a dash for the control panel, absorbing electricity from it.
His hands ignite with electricity as he is about to attack the Outcasts.
Jeremy calms Kevin down by offering him a place to stay.
He promises to defend him.
Kevin agrees and the two shake hands.
Transition to the present, where Gwen and Kevin are in Kevin's car, driving around after school.
Kevin finishes telling Gwen the story by saying he was with the Outcasts for about four months.
Gwen consoles him by saying he is past that.
Kevin drops her off and Gwen wishes him luck for his first day of college.
At Pratt's Coffee, Ben is eating lunch with Jonesy and Charlie.
Charlie asks him what's it like to have the Infinimatrix, to which Ben replies it's difficult to juggle everything but it's nice to be back.
On the TV, Will is on the news, announcing that mayoral elections are running and the voting will commence in a month.
Ben, shocked at the short time frame, shouts, causing everyone to look at him.
Will says that there is one candidate so far, Justin Case (wow, such pun).
Jonesy laughs at his name.
Ben's first crush, Crystal, and her friends walk through the door. Ben stares at her.
Charlie and Jonesy tease him for a bit.
Flashback to 8-year old Ben in school (2nd Grade). He is walking to class with J.T., when Cash pushes him out of the way from behind.
Ben, annoyed, confronts him, but is shoved towards a locker by Cash.
J.T. tries to stand up to Cash, but Cash tells him to stay out of the way, or he'll take his money.
Ben struggles to escape from Cash's grasp.
Crystal sees what's happening and threatens to report Cash to the principal if he doesn't let go of Ben.
Cash lets go of Ben (with a warning) and grabs J.T. with him.
Crystal introduces herself to Ben, saying she just transferred from Tesla Elementary School from the other side of town.
Ben introduces himself as well and they both walk to class.
Back in the present, Ben, lost in thought, doesn't realize his cappuccino arrived.
Cut to Gwen's house much later, where she is talking to Kevin on the phone.
She asks him how his day was, to which he replies it was fun.
He is heading home now.
Kevin tells Gwen that he won't be able to sleep due to a big assignment.
They banter for a while, before Gwen hears a loud boom.
She hangs up and calls Ben.
Meanwhile, Ben is driving back from Pratt's Coffee.
He gets Gwen's call and, after she sends him the coordinates, heads for the source of the explosion.
At the explosion, Ssserpent's boss is trapped inside a building as fire consumes the destroyed top half of the building.
He sees that police and firemen are strangely absent, but he discovers several bounty hunters have been planted around the building to stop anyone from going in.
Acting quickly, Ben tells Gwen to make sure the rescue teams are okay and Kevin to take care of the guards.
As both are covered, Ben runs inside, using Water Hazard to put out the flames. Unfortunately, several debris begins falling and Ben learns he's running out of time.
Ben makes it up to the floor where the boss is located, who is trapped underneath a pile of debris. Ben soon recognizes him as Ssserpent.
The boss, confused, screams for help, eventually coming clear to Ben that he is not Ssserpent.
Ben saves the boss, bringing him out of the building to safety. As the firefighters begin work on the building, Ben, Gwen and Kevin ask the boss of his connections to Ssserpent.
The boss explains that one of the businessmen of the company tried to take control by assuming his identity.
Through his explanation, they learned his operations were illegal, and have him arrested by the Plumbers.
Ben links several crimes within Undertown and Bellwood to the case, and discover Ssserpent's method of attacks.
Elsewhere, Ssserpent learns of his failed attempt to take down his boss and take over the company. Quickly learning that Ben, Gwen and Kevin are on his trail, he uses a diversion and orders an attack on a company in Undertown.
Ssserpent explains his big plan to take down the capital of Bellwood and begin an invasion. He believes that if he can't take businesses down one by one, he'll claim the town and all of it's property.
Able to deduce his next attack on a business in Undertown, Ben, Gwen and Kevin quickly stop a group of thugs hired by Ssserpent. They gather enough information to find that Ssserpent's next step is an attack on the Bellwood capital, where he will be located.
When they make it back to Bellwood, they discover it's too late. Ssserpent has already started an attack on the capital as a group of alien criminals gather in front, led by Ssserpent.
Ssserpent tells them it's time to assert his control over Bellwood and Undertown and get the power he deserves.
Fortunately, before they begin, the Plumbers are called in to stop them.
A street war begins, as Ssserpent's criminal empire fights the Plumbers.
Ben, Gwen and Kevin makes it into the battle, helping the fight.
Ben makes it to Ssserpent. He tells him to call of his gang, and he'll request the Plumbers back off, if they can have a one on one fight to determine if the power of the town belongs in the hands of Ssserpent or where it was before.
Ben and Ssserpent fight, as a crowd of people surround them.
Battle information can be added later
Ben wins, as Ssserpent and his criminal empire are brought to justice in the hands of the plumbers.
After the battle, the scene cuts to live footage on TV, as Will Harangue trashes Ben, falsely accusing Ben of leading the attack
Ben, Gwen and Kevin, sitting on the couch at Ben's house are watching TV as Ben gets a call on his phone.
It's Jonesy, saying they got invited to a party at Crystal's house
In the end, S.A.C.T. are revealed to be working for Justin Case, unaware of his real intentions.