Gwen, Ben and Kevin track down Gwen's older brother Ken, only to discover another missing relative and a startling secret of the DNAliens. Ben's first date with his crush, Julie, is totally ruined when a small piece of an alien pilot named Ship takes over the carnival rides - attacking Ben and kidnapping his date. When Gwen learns that her magic is actually inherited alien power from her grandma, she is forced to choose between a normal life and accepting...

Now much older, fifteen-year-old Ben Tennyson faces the wrath of the DNAliens, who have captured his Grandpa Max and are scheming a full-scale infiltration of Earth and the universe.

Its been 5 years since Ben last wore the Omnitrix. But when Grandpa Max goes missing, Ben must go hero once again.

Ben joins forces with Gwen, Kevin, and Grandpa Max to protect the planet against alien threats.