During a battle Ben and an alien commander are teleported to a distant world. They must put their differences aside if they're going to have any chance of finding a way to return to Earth.

Ben cares for a baby monster and helps locate its parents before the DNAliens find it.

Ship's owner decides he wants him back and hires some repo men to retrieve him. Ben and Kevin go to court to take care of things legally, leaving Gwen and Julie to face the repo men.

The Omnitrix transports Ben, Gwen, and Kevin to a planet called Primus, which turns out to have been created by Azmuth. They must stop Vilgax from stopping the Omnitrix at its source.