Vilgax prepares to demonstrate his army's prowess for his enemies.
Following Ben's removal of the Omnitrix, the team escapes with help from Max. Meanwhile Vilgax betrays Albedo and plans on kickstarting his plan by conquering the Earth.- Action Film, Quiet Drama Scene: After Grandpa Max rescues the team, Ben gets distressed and runs into the nearby woods. There, he gets comforted by Gwen before Azmuth shows up and helps him get himself back together.
- Bookends: In the first episode of the series, the first transformation Ben uses to fight is Swampfire. Here, he uses Swampfire's Ultimate Mode in the last fight of the series.
- Call-Back:
- Azmuth points out that Max was supposed to get the Omnitrix, and reveals here that Ben was able to put it on because his DNA was close enough to bond with the watch.
- When Ben sets the Omnitrix to self-destruct, Vilgax recalls how the last time this happened, the universe was nearly blown up. Ben explains that that was due to it having a few days to build up energy, as opposed to now, where it only has 30 seconds.
- Curbstomp Battle: While he puts up a good fight, Albedo stands no chance against an entire army of Omnitrix wielders and gets promptly beaten.
- Conservation of Ninjutsu: Inverted. In the first half of this episode, Albedo was able to use Ultimate Humungousaur to utterly curbstomp Ben using regular Humungosaur, with the latter not even being able to scratch him. Taking on an entire army of Humungousaur courtesy of Vilgax's Omnitrix robots however, turns out to be a much taller order, and Albedo is ultimately bested due to being overwhelmed by them all.
- Darkest Hour: The team has failed at stopping Vilgax, who's planning to conquer the Earth and there are no reinforcements coming to help. Ben blames himself for their failure and storms off into the woods.
- Deus Exit Machina: The Plumber’s Helpers are away from Earth, and will take at least a few weeks to arrive there.
- Didn't See That Coming: Azmuth admits that, despite Ben's many mistakes from abusing the Omnitrix and brash behavior, he never expected the human to use the device in such creative ways to go beyond either potential; and this compliment is coming from someone who claims to be "the smartest being in three [arguably, five] galaxies".
- Downer Beginning: Ben has given up the Omnitrix to Vilgax.
- "Eureka!" Moment: When Azmuth suggests that Ben is struggling without the Omnitrix, Ben gets the idea to set the watch to self-destruct.
- Evil vs. Evil: Vilgax betrays Albedo and unleashes his new army onto him, which has turned into Ultimate Humungousaur. In an aversion of Conservation of Ninjutsu, Albedo gets overwhelmed and beaten by the army.
- Everything Makes a Mushroom: Vilgax's ship explodes, causing a giant mushroom cloud.
- Gray Rain of Depression: Ben becomes an emotional wreck following his failure to stop Vilgax. The weather reflects on his emotions, raining. Subverted when Azmuth comes, helps Ben get himself together and comments on the beauty of the planet's weather.
- I Take Offense to That Last One: When Vilgax calls him the Tennyson family’s “pet juvenile delinquent”, he protests that he’s going to be 18 in “a year from next Tuesday”.
- Oh, Crap!: Albedo believes Ben is bluffing when he sets the Ultimatrix to self-destruct. Seeing that Ben already blew up the Omnitrix to keep it out of Vilgax's tentacles, Albedo concedes.
- One-Winged Angel: Vilgax transforms into his true form, a giant octopus-like monster to try and devour Ben.
- One-Word Vocabulary: Vilgax's Omnitrix robots all say "Humungousaur".
- Skewed Priorities: Gwen is shocked when Kevin reveals that his birthday is coming up and ponders that she hasn’t bought him a present.
- Wham Episode: The original Omnitrix gets destroyed and Ben replaces it with a new device called the Ultimatrix. Due to this, Kevin's condition is cured and he gets kissed by Gwen. Vilgax's ship crashes into the ocean and he is presumed death. For now.
