We see the ending of War of the Worlds: Part 2 before the scene skips ahead three years to a criminal escaping from the police in a black car.
She tries to shoot at the police car behind her, but fails.
The car turns into an intersection as Ben watches from the soccer field at his school.
He gets hit by the ball.
Coach Kaye orders him to run a lap as punishment.
Ben notices the criminal getting caught by the police.
Later at night, Ben is in his room, texting his friends to ask about their plans to watch the new Sumo Slammers movie.
Sandra comes in with a plate of cookies and juice and asks him how long he'll stay up.
He says he did most of his homework in study hall and he just needs to study for a Biology test.
Sandra leaves, and Ben stares at his Ultimatrix-less left wrist.
The next day during recess, Ben is sitting at a table with his friends, Jonesy and Charlie.
They talk about the upcoming Sumo Slammers reboot movie.
Episode 2: Rising From the Ashes
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.
Episode 3: Old Wounds
In the middle of the night, Gorvan and Bubble Helmet are trashing the Undertown marketplace.
The Plumbers take note of this, and Alpha Squad is sent to deal with it.
After a brief fight, they are arrested.
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 Mayor Clint's resignation party is happening tonight.
Ben sympathizes with the Mayor's fear of being attacked.
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.
At Plumber Headquarters, Molly is interrogating Gorvan, mentioning the time he became a mole for the Rooters.
Gorvan says that life has been extremely difficult since he went into hiding.
Later, at night, a Null Void portal opens at Mr. Smoothy Store 6, in Rouleau Street.
Cut to Plumber Headquarters, where the computer systems suddenly shut down.
Ben is doing his homework and suddenly gets a call from Jimmy, who informs him of an energy surge at the Mr. Smoothy at Rouleau Street.
Ben hangs up and turns into Jetray to go there.
He tries to contact Plumber Headquarters, to no avail.
As he approaches the Mr. Smoothy branch, he notices a Null Guardian flying out of a Null Void portal.
They battle it out for a while, before more creatures come out of the portal.
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.
Begins with a flashback from eight years ago in New York, where Kevin and the Outcasts are breaking into Dwight's Night Mart late at night, all wearing black masks. Jeremy is carrying a knife.
They are all carrying grey sacks.
They enter and the cashier, an old African-American man, puts his hands up as a sign of surrender.
Kevin and Jeremy head towards the counter, while the other three start grabbing food off the shelves.
Kevin hacks the cash register with his powers and fills his sack with money, as does Jeremy.
Another Outcast named Jared tells Jeremy that they've stocked up on food and they need to leave before people notice and call the cops.
Jeremy shows the cashier his knife and says that there cannot be any witnesses.
Another Outcast named Marvin tells Jeremy that Kevin might get traumatized from seeing someone getting killed.
Jeremy says "no pain, no gain".
Kevin tries to get out of it by reminding them that he needs to hack the security cameras.
Jeremy says he can do that afterwards, then finally proceeds to kill the cashier.
Cut to the present, where Kevin is driving into Bellwood Community College.
He tells Gwen on the phone that he's there.
She wishes him luck.
He hangs up and gets out of the car, bracing himself for what's to come.
Cut to Willow Springs General Hospital a bit later, where Max is running through the door.
He runs towards the counter and tells the receptionist that he got a call that Vera woke up from her coma.
The receptionist confirms that and Max runs down the hall to her room.
Vera is lying in bed, a blank expression on her face.
Max tries to speak to her, to no reply.
While slightly worried, he is relieved she's still alive.
Cut to Ben's house, where Sandra and Carl are watching TV.
Carl's phone rings and he picks it up.
Max is on the other side of the line, telling Carl that Vera woke up from her coma.
They talk for a while before Carl hangs up and tells Sandra the good news.
They joke about how Ben hated to go to her house when he was younger, before wondering what he's doing now.
Ben has to find Argit.
Gwen visits Charmcaster in an asylum.
Kevin starts college.
Flashbacks to Charmcaster's last time being evil.
In the end, Justin starts forming his anti-alien campaign.
Shows the effect of Justin's campaign.
His competition is killed off.
Plumbers talk to Argit to make Undertown more legal.
Kevin goes to his mother's house to take her out for dinner, only to find the door unlocked and the house vacant.
He starts calling out for her, but then Jeremy reveals himself.
Coming to the conclusion that Jeremy took Mrs. Levin, Kevin pins him to the wall, asking him where his mom is.
Jeremy says they've been waiting for him and they've noticed he never came to find them.
Kevin says he isn't coming back.
Jeremy says that they've given him enough time, and they had to kidnap his mom as leverage.
He tells him that if he tells Gwen about this, or if he asks her to track her, he will tell the gang members watching over her to kill her.
Kevin, defeated, lets go of Jeremy and asks him what he needs him to do.