The ep starts from the end of The Ultimate Enemy: Part 2.
(Julie): Hey Ben, let's go to Burger Shack.
(Ben): Yeah, I'm really hungry right now.I'll-
Ben gets shot by a laser which knocks him out
(Gwen,Kevin and Julie): Ben!
(Vilgax, getting up): I am still the one who posesses the powers of the greatest heroes of 10 worlds and the loyal servant!
(Psyphon, behind Vilgax): Servant?
(Vilgax): Fine,assistant,right-hand man,whatever.
Gwen shoots a mana blast at Vilgax,who uses the shield to deflect it back to Gwen,making her fall unconcious.
(Kevin, touching the ground, absorbing the material): Gwen!
Kevin, runs towards Vilgax.He hits his head.Vilgax slashes him with the sword, making him fall to the ground and revert back into his human form.
(Vilgax, walking towards Julie): I grow weary of you humans.
Ship wraps himself around Julie,making her turn into Galvanic Julie.
(Galvanic Julie, shooting lasers at Vilgax): Don't come any closer.
(Vilgax): I will not be stopped by a puny and insignificant human.
He smashes the ground.Galvanic Julie falls unconcious on the ground..
(Ben, regains conciousness and gets up, sees Vilgax approaching him): Oh,man.
(XLR8, as Vilgax charges at him): Eatle!
Vilgax smashes him on the ground.XLR8 recovers and creates a tornado around Vilgax.He blows away the tornado with his wind breath.XLR8 then kicks Vilgax in the butt.
(XLR8): I'm kickin' your butt, Squidface!
He punches Vilgax, who touches his Omnitrix symbol.There is a large explosion.XLR8 and Vilgax hit the ground.They weakly get up.
(XLR8): Face it, Vilgax, I always win.
(Vilgax): You are wrong.I have the power of the Omnitrix inside my body.I am unstoppable.I will go now.
Kevin regains conciousness and gets up.
(Kevin): In your dreams.
He touches a metal pole, absorbing the material.Kevin, now in metal form, charges at Vilgax but Vilgax throws him towards his car, destroying it.
(Kevin): Oh nuts. Now I'm gonna have to get that fix again.Oh, well.Now I don't really care.I gave up my obsessions a long time ago.
Vilgax and Psyphon teleport out.
Gwen and Galvanic Julie regain conciousness and get up.Ship emerges from Galvanic Julie, making her turn back into regular Julie.
(Gwen): Wait, Kevin, you're in metal form.How can there be any metal on Mount Rushmore?
XLR8 reverts back into Ben as the Omnitrix beeps.
(Omnitrix): New alien DNA sample detected.Scanning.
The Omnitrix scans Ship.
(Omnitrix): New alien DNA sample acquired.Sample: Galvanic Mechamorph.
(Ben): Cool, I've got Upgrade.
Later, Ben, Gwen and Kevin are in the Rust Bucket III, talking to Max, now in their OV outfits.
(Ben): Grandpa, Vilgax is planning something.
(Max): I might have something that can help you, or better...someone.
Later, the four of them are at the underground Plumbers base under 'Max's Plumbing'.
(Gwen): Why did you build this base, Grandpa?
(Max): The only Plumbers base around here is in Mount Rushmore, so I built Max's Plumbing to cover the Plumbers base here, since most alien activity happens here anyway.
They reach a chair facing a screen.The chair turns around.Rook is sitting on it.
(Rook, getting up): Magister Tennyson, you're back.
(Max): I'd like you to join these three in crime-fighting.
(Rook): It's the wielder of the Omnitrix.
(Ben): Wow, I've only had the Omnitrix for a few hours and it's already popular.
(Rook): It's an honor to meet you, wielder of the Omnitrix.
(Ben): Call me Ben, dude.
(Rook): Okay, Ben-Dude, and what are your names?
(Kevin, joking): I'm Kevin-Dude and she's Gwen-Dudette.
(Rook, bowing): It's an honor.
(Max): So Ben, what's Vilgax up to this time?
(Ben, changing the subject): Um, Grandpa, can I talk to you for a second?
He pulls Max a few feet away from Gwen, Kevin and Rook.
(Ben, whispering): I'd prefer if it's just the three of us.No Rook.
(Max, whispering): Ben, I can't turn on him now.He was promised this.
(Ben, whispering): But-
(Max, whispering): Besides, look how happy it makes him.
Max points to Rook, who is smiling while talking to Gwen and Kevin.
(Ben, whispering): Okay.
(Max, whispering): That's what I like to hear.
They walk back to Gwen, Kevin and Rook.
(Gwen): Now what?
(Ben): I'm hungry.
(Max): I've got the perfect thing.
Later, the five of them are at an alien restaurant in Undertown.
(Kevin): ...so this underground city is a city of aliens?
(Max): Yes.Over the years, aliens started to stay on Earth but the government won't let them stay with humans, so the Plumbers built this city.
(Ben): Okay.Enough talk.More food.
A Petrosapien serves a plate of alien grub on slimy tentacles.
(Kevin): I'm not eating that.
(Ben): Me neither, but I'm so hungry.
More coming soon...
- Ben,Gwen,Kevin,Julie, Ship and Max make their first reappearance.
- Vilgax and Psyphon make their first reappearance.
- XLR8 makes his first reappearance.
- Rook makes his first appearance.
- Ben Tennyson(first reappearance)
- Gwen Tennyson(first reappearance)
- Kevin Levin(first reappearance)
- Rook(first appearance)
- Julie Yamamoto(first reappearance)
- Ship(first reappearance)
- Max Tennyson(first reappearance)
- XLR8(first reappearance)
- XLR8 is the first alien used in the show.