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Vilgax, a Chimera Sui Generis, is the major villain of the Ben 10 series and the archenemy of Ben Tennyson. He wants the Omnitrix from Ben so that he could he create an army of aliens. However, the incident that inspired Vilgax to hunt for the Omnitrix was because of a Time Paradox. In the year 1773, Vilgax had been exiled from his homeworld Vilgaxia because of disobedience. His ship, the Chimerian Hammer was summoned by a time traveling Chronosapien Maltruant's distress signal. Maltruant praises Vilgax and agrees that if Vilgax helps him to fix his ship, he would give him a Chronosapien Time Bomb.
While time traveling, Ben and Rook who are after Maltruant are joined by George Washington. Together they infiltrate the area where Vilgax was fixing Maltruant's ship. Ben has to avoid Vilgax from seeing him since he is from the future. Ben transforms into Mole-Stache and along with George battles Maltruant and Vilgax and is further assisted by Rook who is on the Time Cycles. After Maltruant's ship is fixed he goes further back in time. As Vilgax escapes, he witnesses Ben transforming into another alien and vows to get the transforming device for himself.
It All Starts
It all started one day when Ben Tennyson, a 10-year-old boy decided to go on a road trip across the whole country in his Grandpa Max's RV - The Rust Bucket. Joining then was Gwen Tennyson, Ben's smart mouthed cousin who he really hates. During the first place where they stayed, Ben ran off to the woods where he saw a shooting star. The shooting star suddenly curved and came right towards Ben. What happened was that Vilgax's ship - The Chimerian Hammer started shooting Xylene's ship which contained the Omnitrix. Seeing no other choice, Xylene let the capsule carrying the Omnimatrix crash into Earth, hoping Max Tennyson would find it.
The smoke clears around the crater where the Shooting star landed and Ben finds that the shooting star was actually a capsule containing a watch. Since Ben's DNA had a close match to Max's DNA, that is why suddenly the Omnitrix clung to his wrist. Unable to remove it, Ben decided to use a watch and he accidentally turned himself into a fire alien which he decided to call Heatblast. As Heatblast Ben accidentally sets the forest on fire which causes Max and Gwen to come and try to quench the flames. Both of them are astonished to see that the monster in front of them is actually Ben.
As the group starts discussing what they should do, Max informs the group that what Ben turned into was an alien, not a monster. Gwen is suspicious to know how Max knows that while Grandpa points out that he looks like one. Meanwhile, due to the blasts that Vilgax's ship suffered, his half body had been blown away. As such, he is healing in a container and sends some of his drones to retrieve the Omnitrix from him. Meanwhile, Ben, disobeying Grandpa's orders tests the Omnitrix again and turns into a dog like alien with no eyes and mouth but a heightened sense. Suddenly two of Vilgax's drones attack Ben and Gwen. Ben using the dog like alien which he calls Wildmutt destroys both of the drones.
Vilgax enraged sends a much larger robot to retrieve the Omnitrix for him. This giant robot lands and starts wreaking havoc near the campsite where Max, Gwen and Ben are staying. Gwen, Ben and Max reach the area where the drone is wreaking havoc and using a crystal alien which he decides to call Diamondhead, Ben manages to destroy the larger drone. At the end of the episode, Ben is seen using XLR8, a speed alien to rush back home so that he could teach two bullies a lesson. As he returns to the RV, the group drive away preparing for adventures to come on their way.
Failing to get the Omnitrix through his drones, Vilgax decides to send three mercenaries to retrieve the Omnitrix for him. These hunters are Sixsix, Kraab and Tetrax Shard. These three hunters are told that whoever retrieves the Omnitrix for him will get a reward causing the three hunters to compete among themselves to see who can obtain the Omnitrix.
While searching for the Omnitrix, the hunters arrive at the place where it was last activated and find a can with a diamond shard on it, left when Ben as Diamondhead was practicing with his Grandpa Max. Meanwhile, Ben, Gwen and Max are aboard the Rust Bucket when suddenly the RV starts working. Max finds one of Diamondhead's shard to be the cause of this. As Max starts repairing the RV, Ben and Gwen go out looking around the town where they stopped.
Ben and Gwen enter a small shed and Ben decides to have some fun with Gwen by turning into Ghostfreak to scare her. Gwen isn't amused and suddenly the ground erupts. Kraab has caught up with Ben. He tells Ghostfreak to hand the Omnitrix over and then both of them get into a tussle. Kraab is momentarily stunned because of a lift hitting him and after telling Max the story, the Tennysons flee in the RV. Meanwhile, Tetrax has observed the whole battle.
While fleeing in the RV, Gwen is worried that Kraab will show up. Instead of Kraab Sixsix shows up by blasting a hole in the RV. Max hits the brakes sending Sixsix flying. Since the RV is damaged, the Tennysons flee by foot while Kraab attacks Sixsix. Inside a mine, Kraab arrives arrives and once again demands the Omnitrix. The Tennysons fleeing end up at the center of the mine. As they plan to flee in the lift and is about to cut the wire until he is attacked by Sixsix.
Ben favoring brute force over strategy, turns into Diamondhead and starts battling the two experienced hunters. However he is defeated and is about to be captured when out of nowhere a smoke ball explodes and Tetrax takes off with Diamondhead. At the town Tetrax tosses Diamondhead around commenting that why did the Omnitrix had to end up with Ben when it could have ended up to 6 billion other people. Diamondhead tries to fight Tetrax only to be overpowered. Tired, Ben asks for answers. Tetrax reveals that he too is also a part of Diamondhead's species. He says that he has to retrieve the Omnitrix and decides to take Ben along with him. As he is looking for his hoverboard, Kraab and Sixsix show up holding the Hoverboard and Gwen and Max.
Ben as Grey Matter than takes on Max while Tetrax using his shards to protect Max and Gwen, retrieves his hoverboard and fights Sixsix. Grey Matter manages to find Kraab's nerve clusters and using them he manages to shut the hunter down. Meanwhile, Tetrax and Sixsix are still fighting and Grey Matter, by using the same technique he used on Kraab manages to make Sixsix go haywire and he lands near Kraab while a tower crushes them. Tetrax takes out a cube and uses it to trap the other two hunters. Realizing that the Omnitrix is in good hands, Tetrax gives his Hoverboard to Ben and teleports away. Meanwhile, Vilgax angry at being betrayed by Tetrax, concludes that whoever has the Omnitrix is clever and brutal and vows to not be denied again.
Aboard his spaceship, Vilgax is informed that two of his drones have been modified and they have been sent to retrieve the Omnitrix. However, Vilgax believes that the drones will be unable to do so as whoever has the Omnitrix is a mastermind and is strong.
Meanwhile, on Earth, Ben, Gwen and Max are attacked by a female gang led by a female mercenary - Rojo. Ben as Diamondhead starts battling the female gang and Vilgax's drones join the fight. Max is severely injured during the fight. Ben as Diamondhead manages to destroy the drones and defeat Rojo and her gang. Ben and Gwen then go of and have their Grandpa admitted in a hospital. Meanwhile, Rojo who is curious about the drones touches one of them and gets fused with it. Vilgax is then able to communicate with Rojo and tells her to retrieve the Omnitrix. After escaping from the police, the drone-fused Rojo attacks Ben at the hospital where Max had been admitted.
Ben turns into Heatblast and starts fighting Rojo. After tossing Rojo into an oil tank, Heatblast lights the oil which causes an explosion. Ben, thinking he had defeated Rojo, goes back to the hospital. Eventually Rojo recovers and has another conversation with Vilgax, who threatens to end Rojo's life if she doesn't get him the Omnitrix.
Ben leaves the hospital and runs off, thinking it would be for the best. At a park, he listens to a police report and deducing that Rojo is behind it, he goes to confront her.
Gwen upon learning that Ben has fled, and after hearing the same police report, heads of to the place where Rojo is. Ben as XLR8 turns up and starts fighting Rojo. As they are fighting, XLR8 runs into Gwen and after listening to some advice from his grandpa, makes up a plan. He turns into Upgrade and attaches himself to Rojo. While being fused with Rojo, Vilgax converses with Ben and tells him that he is coming for him. The robotic parts of the drone falls of and Rojo regains her human form. She is then arrested. Ben tells a recovered Max about Vilgax's message and Max tells him not to worry. But as soon as Ben goes inside the RV, the camera zooms on Max revealing him with a worried look as he has an idea to who the squid face alien is.
Vilgax, now fully healed and cybernetically enhanced is now most powerful than ever. He prepares to go to Earth and to get the Omnitrix once and for all. Meanwhile, Ben has a nightmare and he sees the squid alien once again who says that he is coming. Ben tells this to Grandpa Max. Max suddenly goes into a moment of tension and starts his RV, saying that they are going to Mt. Rushmore. Gwen and Ben are confused but Max tells them it's not the time to ask questions and he starts driving. Since Ben gets bored, he decides to turn into Upgrade so that he could hijack Gwen's laptop.
On Vilgax's ship, the activation signal of the Omnitrix is detected. Immediately, Vilgax orders his crew to track the signal down. The sensors take a few seconds to find the signal's general location. Meanwhile, Gwen is having trouble in operating her laptop and Upgrade pops out, revealing himself to be the one messing with her laptop. Gwen tries ways to kick Upgrade out of her laptop. Max angrily scolds Ben saying that he should not transform as they don't want to attract attention. Confused, Ben turns back into his human form and wonders what on Earth is going on with Max. Meanwhile, Vilgax loses the signal. However he isn't fazed as he has collected enough data to get a general idea about the Omnitrix's location.
Vilgax deduces a way to draw the Omnitrix's user out and he lands on Earth and he starts wreaking havoc in Rapid City. On their RV, Ben and Gwen see the flames surrounding Rapid City. They tell Max about it. Max looks concerned but he states that the locals should have everything under their control. Ben looks on and decides to help him. Max refuses but Ben turns into Heatblast and he flies off to Rapid City. Ben as Heatblast starts battling the drones sent by Vilgax and is surprised by how easily he managed to defeat them. Suddenly a net captures Heatblast and Vilgax reveals himself to Ben. Ben burns out the net and starts attacking Vilgax. Vilgax doesn't feel a thing and he throws Heatblast halfway across the town with apparent ease.
Heatblast makes a decent crater when he landed. Burning away the rubble over him, he comments on Vilgax's strength as Vilgax leaps across the city to land a short distance from him. Heatblast uses his flames to melt the street into a hot, fiery tar. Vilgax then trips on it. Max then arrives in the RV, and sees Vilgax, and gets immediately horrified. Max interposes the RV between him and Vilgax. Gwen opens the door, and says that Max wants him in, though Heatblast refuses. He then reverts to his normal self and Max shouts at Ben to get him in the RV. Vilgax then gets up just after the Tennysons drive off.
Max warns Ben not to pick a fight with Vilgax. Ben wonders how Max knows his name and Gwen states what isn't he telling them. Suddenly drones surround the RV and start attacking it. Ben turns into Stinkfly and ignoring Max's warning goes off to fight. Stinkfly manages to destroy the drones but Vilgax then tackles Stinkfly. Gwen tells Max that they should help but Max states that they will get special help while Gwen thinks it would be at Mt. Rushmore. Meanwhile, Stinkfly continues to battle Vilgax and Vilgax manages to turn Ben into his human form by touching the Omnitrix symbol. Ben is surprised by how he managed to do that while Vilgax is surprised that the Omnitrix belongs to a human child. Vilgax then captures Ben and he takes off so that he could remove the Omnitrix from Ben.
The RV reaches Mt. Rushmore and Max goes into a special floor. He takes out a weapon and tells Gwen that he wasn't a normal plumber back in the days. On Vilgax's ship, Ben is affixed to Vilgax's extraction device. His right hand and legs are restrained to energy and his left arm is in a cylinder to extract the Omnitrix. Vilgax then describes his plan to Ben. He says that the Omnitrix is the key to a power struggle, so ancient, so vast, that it's beyond Ben's comprehension. He says that he's to succeed an army where each member wears the Omnitrix and it's visually represented as an army of Omnitrix aliens attacking an ice fortress. Vilgax claims that he shall be the ultimate conqueror of the universe. An array of tools then rises up from the floor around Ben.
Meanwhile, Max tells Gwen that the weapon he is carrying has been designed to destroy Vilgax. The Tennysons find the ship and see that it is about to fly off. Gwen asks how they will board the ship and Max responds by pressing a button on the RV.On Vilgax's ship, Vilgax sees an alarm going off and the Rust Bucket crashes into the ship, knocking over some drones and hitting Vilgax. Max then steps out of the RV holding the weapon. Vilgax recognizes Max and calls him by his last name as Max fires the weapon at him.
A power surge suddenly grapples the Omnitrix causing Ben to transform into different aliens, finally ending up with Four Arms. Using this alien, Ben breaks free. Using his alien transformations, Ben begins battling the drones while the ship starts losing altitude. Max remarks that they will have to bring the ship under control, leaving Ben impressed and Gwen more confused than ever. As Max tries controlling the ship, Vilgax attacks him, revealing that the weapon no longer hurts him because of his cybernatic enhancements.
Ben as Upgrade then tackles Vilgax out of the ship making both of them land in Mt. Rushmore. Ben turns into Ripjaws but is crushed by Vilgax. He then turns into XLR8 but is hurled. He then tries Diamondhead but Vilgax shatters his face. Ben finally turns into Ghostfreak which makes him immune to Vilgax's physical attacks which are now stronger thanks to his boosters. Ghostfreak then phases through the ground as Vilgax's ship passes overhead.
Vilgax's ship crashes while Max drives his way through the ship.. Gwen and Grandpa Max make it out, though the RV is completely damaged. They hear a crash in the back, and they assume it to be Ben. However, Vilgax appears and shortly thereafter, Ghostfreak arrives to find the RV empty. He passes through it, and he finds Vilgax holding Gwen and Max. Ghostfreak transforms to Wildmutt, and confronts Vilgax. Vilgax offers him a choice: it would either be Wildmutt's family killed, or Wildmutt surrenders and gives up the Omnitrix. Wildmutt chooses to surrender to Vilgax. Vilgax drops Gwen and Max, and he walks over to Wildmutt and reverts him to Ben. He then takes Ben back to the crashed ship. Max warns Vilgax not to go back in the ship.
Vilgax thinks that Max is foolish, ordering him to not board the ship, but the computer tells Vilgax why he shouldn't. Max has activated the self-destruct launch mechanism and he drops Ben in an attempt to try and shut it off. He fails to do so, and is blasted again with the weapon by Ben. . Just before the ship explodes, Ben transforms to Heatblast and escapes the blast. Vilgax, unfortunately for him, is left behind.Gwen and Max find Ben in a smoking crater, sitting on a pillar in the middle of it. Ben then tells Max that they need to talk. All three of them look up to the sky as pieces of Vilgax’s ship fall to the ground.
Max finally reveals to his grandchildren that he was a part of an intergalactic peace organization - The Plumbers. In his early days when he was a plumber, at a nuclear missile control center, three pods were being activated and opened up. A red alert had been set to indicate the launch of the missiles. Vilgax was pulling them out of their silos using his ship. Vilgax entered the building and his drones shot the officers to make way. Someone then shot down one of his drones, then shot directly at Vilgax. Two men in blue suits were armed with heavy weaponry and they were going after Vilgax. Vilgax identifies the one who shot him as Phil. Phil ran after him, but Vilgax jumped up and kicked his helmet off, revealing Phil's true face. As Vilgax held Phil captive, he threatened the other man in the suit by pointing his weapon at Phil. A nearby drone then activated another missile and Vilgax told them that it is headed directly to one of the cities on Earth.
The other plumber, Phil's partner was actually Max. Vilgax ordered Max in the suit to put his weapon down. Then Max suddenly shot a laser from his wrist that knocked the gun out off of Vilgax’s hand. Phil then pushed Vilgax off of him. Vilgax thought that he succeeded with his plan to destroy the city, but Max was able to shoot a rubber-like material directly at Vilgax to send him along with the explosive. The man removed his helmet and Vilgax was angered by his tactics on stopping his plans. Tennyson is what Vilgax shouted at the top of his lungs before hitting his flagship as the ship exploded making Max and the other Plumbers think that Vilgax is gone. And since Vilgax was the major threat to Earth, after his defeat the alien threats became significantly smaller and mainly all the Plumbers retired.