Ben is sleeping at his house and it is 5 AM, he gets a call from Gwen to come to her house an with Chris. She tells ben tat Grandpa Max has gifted her Chris until she finishes her College.
Ben goes out with Chris and gets inside his car and drives the car towards Gwen's house. He reachs her house and sees that Gwen and Kevin are packing luggage in Kevin's car. Gwen tells him that they are leaving for college. Gwen takes Chris and says if Ben wants to come to the airport to say goodbye, he can come. Gwen,Kevin and Chris get in the car and say goodbye to Ben. Ben thinks he should go to the airport and say goodbye for the last time. Suddenly, he gets a call on his Omnitrix by Grandpa max. He tells him that some enemies like Zombozo, Vulkanus, Trumbipulor, Psyphon and Eighteight and many other are going to attack Gwen, Kevin and Chris in the way. Ben says Thank You to Grandpa Max and thinks that how much time would it take from here to the airport. He remebers that it will take 2 and a half hours to reach. He transforms into Eyesire and flies in the sky and goes the way Kevin's car has went. He sees Eighteight going the same way. He captures him and fights him. He defeats him and Eighteight goes away. Ben keeps going ahead and he he gets attacked by a red ray.
He falls on the ground and reverts back to Ben. He turns back and sees Psyphon coming his way. Ben reaches his hand and transforms into Shockwave and charges his power. Psyphon fires another ray, Shockwave absorbs the ray and uses his powers and gives Psyphon an electric shock making him unconscious. Ben transforms into Jetray and keeps going. He suddenly gets zapped by a black ray which keeps absorbing his powers making him revert back to Ben. Ben manages to reach his omnitrix and transforms into Ampfibian and merges with the ray. He manages to reach where the ray is being emitted. He recognizes it is Darkstar and goes inside his brain and gives him a brain shock making him loose his sense. He gets out of his body and transforms into Cannonbolt and keeps going on.
Suddenly, a small earthquake happens and Vulkanus comes out and stops Cannonbolt and bashes him up. Cannonbolt gets up and startes make a circle in which in the middle is Vulkanus making a tornado defeating Vulkanus. Suddenly, he hears a elephant roar and he turns around to see but gets hit by a trunk making him revert back to Ben. Trumbipulor lifts him up while unconscious. Ben regains conscious and transforms into Heatblast and burns his trunk defeating him. Ben transforms into Water Hazard and puts out the fire and keeps going ahead.
Suddenly, he is tied by a rope and is dragged. Water Hazard turns around and gets to know that it is done by Overlord. Water Hazard transforms into Swampfire and burns the rope and throws his seeds close to Overlord which become vines and capture Overlord. Swampfire blasts fire which breaks up Overlord's armor making him a normal man and destroying the armor. Ben transforms into Fasttrack and keeps going ahead.
Suddenly, Ben gets caught in a net and Zombozo arrives laughing and takes out his remote control and keeps laughing. Ben gets to know that if he touches the yellow button, he might get an electric shock. He transforms into Brainstorm, Zombozo pushes the button and the net starts to have an electric blast. Brainstorm absorbs the power and fires an electric attack which defeats Zombozo making him disappear. Suddenly, a light blue Techadon robot attacks, it fires an ice blast which freezes his right hand. he manages to reach the omnitrix by his head and prays to give him a good alien. He transforms into Electohacker, he fires an electric beam which weakens the Techadon Robot. The Techadon Robot fires an ice beam which freezes Electrohacker. He is now unable to move, taking advantage of the situation, the Techadon Robot starts hitting him with wrestling moves. He reverts back to Ben and the Techadon Robot is just about to smash him on the ground when Ben transforms into Rath and starts hitting with wrestling moves, he defeats the robot and transforms into Armodrillo. He thinks he should take the underground route.
While travelling, he meets Vulkanus again, who is charging his powers and making his suit strong. ben transforms into Four Arms and tears apart his suit and bashes him up. Four Arms transforms into Armodrillo again and goes up and reaches the normal route. He sees Dr Animo sitting on his mutant frog chasing Kevin's car but Gwen, Chris and Kevin are not aware of it. Ben transforms into NRG and stops his frog. Animo fills himself with anger and uses his gun nd makes NRG revert back to Ben. Ben transforms into Diamondhead and starts fighting with Dr Animo, he manages to defeat Animo. Animo uses another gun and makes Diamondhead revert back to normal. Ben transforms into Lodestar and magnetizes Animo's guns. The cars near by start to come near Animo, Animo uses his big gun on himself making him very big. He stamps Lodestar making him revert back to ben.
Dr Animo runs so that he could take his revenge on Gwen and Kevin by smashing their car. Ben regains conscious and transforms into Way Big and runs fast and catches up with Animo. They start fighting and both are bashing and bashing. Finally, Ben gains an upper hand and lifts Dr Animo and throws him up. Dr Animo crashes on a building. Ben takes his gun and preeses the shrink button which turns Animo into his normal size. Ben transforms into Terraspin and flies quickly and goes ahead.
kevin's car reachesthe airport and so does Terraspin. Gwen, Kevin and Chris go outside the car and start taking out their luggage when Ben comes and says goddbye to them. The also goodbye to him and go inside the airport with their luggage. Ben goes home happily as he saved them without them knowing that were in danger.