During a trip to Niagara Falls, Ben accidentally figures out the master-control of the Omnitrix, allowing him to become any alien just by thinking about it at will. Elsewhere, Kevin has assumed control of the Megacruiser, and he locates and revives Vilgax, who realizes the nature of Kevin’s mutation and decides that he may be of use. Kevin and Vilgax locate Ben and fight until Max attempts to trap the enemies in the Null Void dimension; however, Ben gets pulled in as well and ends up continuing his battle in another realm, so Gwen enters the Null Void in order to retrieve Ben.