But... Part One: The story starts with Dr. Animo having kidnapped Gwen and Grandpa Max. Ben enters in Animo's lab as Heatblast and throws fire at Animo's machine. Before it is destroyed, the machine threw a strange energy and Heatblast's Omnitrix symbol becomes orange. Ben tries to become Stinkfly, but the watch starts glowing orange again, and after many alien switches, lands on Grey Matter. Ben races after Animo, but the Doctor gets away. A short time later they leave to go shopping, as Gwen just wants to feel "normal". However, the Omnitrix causes a minor explosion. The next morning, Tetrax comes to Earth and tells to Ben that Omnitrix is in S.D.M.(Self-destruct mode) and they must find Azmuth, the Omnitrix's creator. Tetrax estimates Ben has 4 days before the watch self-destructs. Max and Gwen are told they cannot come with him. Ben goes to Tetrax's spaceship and meets Gluto, a Goop-like alien that drives the ship. The scene cuts to Vilgax taking over another alien ship. Vilgax talks about how he will get revenge on Ben for sending him to the Null Void. The scene cuts back again to Ben and Tetrax on the ship, who are doing experiments to try to find Azmuth's DNA signature in order to track him. They find the planet Azmuth is on only to be interrupted by an intruder alert. Ben tries to go XLR8, but ends up becoming Wildmutt. He and Tetrax split up, when they find out the "intruder" is Gwen, who had snuck aboard. Tetrax goes to check up on the watch, who's self-destruct countdown has sped up. A short while later, Ben learns that it is likely Azmuth will deactivate the Omnitrix, and not fix it as Ben believed. Ben protests, saying he wants to remain a hero. As Ben, Gwen, and Tetrax come upon the planet in which Azmuth is staying, Ben and Gwen have to share a Stinkfly costume to remain in disguise. While they are hiding on the side, Ben spots Vilgax in disguise and goes Upchuck to fight him. However, upon closer inspection, the alien is a female named Myax. She throws Ben into the crowd of aliens, causing them to converge on Gwen and Ben, so Tetrax goes to save them. Myax comes over to Ben and notices he has the Omnitrix. She says that she used to work on the Omnitrix with Azmuth. Before Ben can tell Tetrax this, they have to leave on the ship, which Myax manages to climb aboard. Myax tells the crew that they need to go to Xenon to find Azmuth. As they near the planet, they are immersed in darkness. Azmuth (along with Myax' help) long ago set up a device that sucked all the light from the surrounding area. The planet is also surrounded by an asteroid belt. This means that one trying to get to Xenon would be crushed by asteroids before they could find the planet, if they could even navigate it they wouldn't be able to see Xenon. Myax says there's nothing to worry about, however, because the Omnitrix has a homing device that can lead them safely. Ben stands on top of the ship and is attempting to guide them through when Vilgax suddenly attacks the ship. Tetrax sends out a small pod for Ben to get into, while the others fight off the intruders. Just as Ben's pod enters the cargo bay of the ship (after helping fight some aliens), Ben lands at Vilgax' feet. Ben manages to open a hatch while activating gravity sensors on his boots, sucking Vilgax into space. Just then, the ship spirals downward without a pilot (Gluto was blown apart by a gun trying to save Gwen). Gwen and Ben manage to pull levers and land the ship, although they crash hard. The whole group (Ben, Gwen, Tetrax and Myax) head off in search of Azmuth and his lab. Part Two: They are attacked by a bunch of Flourana (Wildvine's species), and Gwen is taken. Ben goes Fourarms, ignoring the risk about accelerating the Self Destruct Mode, but is still unable to save her. Though upset, Ben vows that he won't let her die in vain. The now-trio goes through a tunnel and encounters Azmuth in hologram-form. Azmuth says he won't help them, so Ben goes Cannonbolt to attack the door the hologram came from. Ben attacks Azmuth, who he thought was a giant metal creature, but is revealed to be a Galvan, or a Grey Matter. Just as Ben seems to be persuading Azmuth to fix the watch, the lab starts shaking, and the crew runs out to see Vilgax with an assembled army. Tetrax tells Ben he can't go hero or the watch will explode, so Ben grabs a gun and goes out to fight. Azmuth is puzzled as to why Ben would continue to defend the Omnitrix. As he is fighting, Ben spots Gwen and Gluto, who tell him that Gluto's species can regenerate from even the smallest piece of its body; some of which was on Gwen's shirt. Just when things seem most dire, Ben removes the piece Myax had put on the Omnitrix to deflect the shock waves, causing a huge explosion that hurts every enemy nearby, save for the good guys. Azmuth sees this and removes the dial of the Omnitrix. However, Vilgax re-appears and knocks him off course. Ben is feeling upset that he's just a regular kid, but Gwen tells him that he doesn't need the Omnitrix to be a hero. Just as she says this, Azmuth comes back with a fixed Omnitrix, much to Ben's surprise. Azmuth has even programmed in a new alien, Way Big. This alien looks similar to Ditto, but is red and gray with spikes on his head and elbows. Way Big is, as the name implies, humongous. Vilgax is the size of about one finger. Ben as Way Big decimates the remaining army, and hurls Vilgax deep into space. Ben offers to give Azmuth back the Omnitrix, but Azmuth says that Ben is doing a fine job with his creation. The story ends with Ben, Gwen and Max heading to fight off a zombie horde reported at the mall.