On Galvan Prime, Myaxx tells Azmuth that they have information on the previous night's break-in. Only one item, Azmuth's incomplete Ultimatrix, was stolen, and Albedo was the one who stole it. In a cave, Albedo finishes the Ultimatrix under Vilgax's supervision. He tries to transform into a Galvan, but he is unable to as Ben does not have Grey Matter unlocked in his Omnitrix. Vilgax says that he doesn't want the Omnitrix anymore, so he will help Albedo take it and kill Ben and take over his world.
Meanwhile, Gwen and Kevin are inside of Ship and chase after a ship to rescue Ben from Kraab. Ship fires on Kraab's ship but doesn't damage it. They fly up to it and break in. Inside, they are ambushed by Kraab. Kevin attacks him but is grabbed. Kevin manages to knock down Kraab and tells Gwen to get Ben. Ben is tied up on the bridge and Gwen breaks him free, but she cannot remove the boot on his Omnitrix. Kevin flies through a wall and Kraab follows. Ben runs at Kraab, obtains his keys, and opens the boot. Ben then transforms into Big Chill and Kraab accidentally shoots the autopilot. Kevin tries to fly the ship, but it enters an asteroid field. Kraab and Big Chill fight and Big Chill freezes Kraab, but he breaks free and attacks Big Chill. The ship heads towards a giant asteroid.
Gwen creates a giant mana shield to protect the ship from asteroids. Big Chill re-freezes Kraab and goes to Kevin. Big Chill tells Gwen and Kevin to go to Ship and they run. Big Chill phases through the wall outside and transforms into Jetray. Jetray starts blowing up asteroids, but fails to destroy a large one. Kraab's ship blows up. Jetray flies to Ship, goes inside, and transforms back into Ben. Ben says that he messed up and allowed for Kraal to die, but Gwen reveals that she and Kevin rescued him. On Earth, Kevin drops Gwen and Ship off at Julie's house to study. Kevin goes to Ben's to watch Sumo Slammers marathon, but he quickly gets bored and leaves. While driving his car, Kevin encounters Albedo, who transforms into Diamondhead and Kevin's car crashes into him. Diamondhead and Kevin engage in a fight, but Diamondhead easily defeats Kevin. Diamondhead brings Kevin back to his lair and transforms back into Albedo. Vilgax tells Albedo that Ben is helpless without his friends, so they will defeat him by taking them away.Gwen calls Ben and asks him about where Kevin is, as he was supposed to pick her up an hour ago. Ben says that he has no idea about where Kevin is. While walking home, Gwen sees Kevin's car wrecked and becomes nervous. The police say that the car was abandoned. Gwen finds a Diamondhead crystal and runs off. She then encounters Albedo, who transforms into Swampfire and defeats her. In the Rust Bucket, Max is ambushed by Albedo as Spidermonkey. Max escapes and Spidermonkey transforms into Rath, crashes through the Rust Bucket and looks around outside. Rath runs off after having not found Max. Max then goes to Ben's room and tells him about Albedo. Albedo appears on Ben's TV and says that he has Gwen and Kevin. Ben becomes angry and Albedo sends his coordinates to the Omnitrix and tells Ben to hurry. Max says that it is a trap, but Ben leaves anyway. Jetray flies to the mine and transforms back into Ben. Albedo comes out of the mine and Ben transforms into Humungousaur. Albedo transforms into Humungousaur as well and says that the Ultimatrix has new features. Negative Humungousaur presses the Ultimatrix symbol and transforms into Ultimate Humungousaur. Humungousaur and Negative Ultimate Humungousaur engage in a fight, but Negative Ultimate Humungousaur wins through shooting missiles at Humungousaur. Vilgax and an army of robots arrive and prevent Negative Ultimate Humungousaur from killing Humungousaur. He demands the Omnitrix in exchange for Gwen and Kevin. Humungousaur removes the Omnitrix, transforms back into Ben, and gives it to Vilgax. Then, Vilgax holds the Omnitrix high, posing his victory.
Ben: I know it's a trap. I'm not just walking in there. (Albedo walks out) Albedo: Then I'll come out. And you're right, it is a trap. (Albedo activates the Ultimatrix and transforms into Humungousaur) Ben: I see you got your knock-off Omnitrix working again. (Ben transforms into Humungousaur) Humungousaur (Ben): Humungousaur! Humungousaur (Albedo): It's not a knock-off. It's the Ultimatrix, and it's a definite improvement over the original. Wanna see? (He turns the Ultimatrix symbol and it pops out) Humungousaur (Albedo): Not only can I transform into anything you can, but I can also evolve those creatures to their Ultimate Form. (Humungousaur (Albedo) slaps the Ultimatrix symbol, and transforms into Ultimate Humungousaur) Ultimate Humungousaur (Albedo): Meet Ultimate Humungousaur! Humungousaur (Ben): Ugh, I've beaten tougher guys than you! Ultimate Humungousaur (Albedo): Really? When? Humungousaur (Ben): For starters... how about now! (Humungousaur charges at Ultimate Humungousaur)
Albedo: Greetings, Ben Tennyson. Since your grandfather managed to escape me, you must already know that I'm after you. But did you know that I have your friends? Ben: Albedo, let them go, or- Grandpa Max: Easy, Ben. He wants you angry. Ben: Then today's his lucky day!
Ben: (about Kraab) You guys saved him? Kevin: In my defense, she made me.
Gwen: You should be more careful. Ben: What for? I always win anyway. Gwen: Nice attitude. Ben: Hey, my overconfidence is one of my most appealing qualities. Gwen: No, it really isn't.
Naming and Translations
La bataille finale, 1re partie
The final battle, 1st part
A végső harc, Első rész
The Ultimate Battle, Part 1
A Batalha Final, 1ª Parte
The Final Battle, 1st Part
La Batalla Final: Parte 1
The Final Battle: Part 1
La Batalla Final: Parte 1
The Final Battle: Part 1
Ben references Alien Force while watching Sumo Slammers. The version of Sumo Slammers that he watches is called, Sumo Slammers: Hero Generation. Hero Generation was the working title for Alien Force. It takes place five years after the original Sumo Slammers, with the villain from the original joining up with the hero, like in Alien Force. He also says that it is the end of the Sumo Slammers sequel series.
When Kevin is piloting Ship in the beginning of the episode, he makes a Star Wars reference by saying "Can't this bucket of bolts go any faster?", which is similar to what Princess Leia says in A New Hope.
Kevin says that he can't stand Sumo Slammers, but in Kevin 11, he went and stole new Sumo Slammers games with Ben. However, according to Dwayne McDuffie, Kevin liked the Sumo Slammers games; not the TV show.