Vilgax’s injuries are healed therefore, he decides to go himself to take possession of the Omnitrix. He communicates with Ben through his dreams. Ben tells Max about his dream and he seems worried.   Max warns Ben not to take alien form. Ben ignore Max’s words and goes to save people in trouble. He ends up in fighting against Vilgax. Vilgax captures Ben. Max and Gwen save Ben from his clutches. Fight between Ben and Vilgax begins once again. When Vilgax takes Gwen and Max hostage, Ben has to surrender. Max has secretly planted a self-destructive component on Vilgax’s ship. Ultimately,  Ben, Gwen and Max escape and also the Omnitrix.         

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