- Vilgax himself finally comes after Ben. As Ben finds Vilgax to be more than he and his alien selves can handle, Grandpa Max reveals a secret past when he seeks help from a hidden base beneath Mount Rushmore.
- Ben wakes from a nightmare and says an alien is coming after him. Grandpa Max tells them they're going to Mt Rushmore immediately. The alien from Ben's dream attacks them along the way. Ben tries to fight him, but the alien seems to know the Omnitrix's abilities. Grandpa doesn't stop to help Ben, he and Gwen continue to their destination, he reveals some secrets to his past, and his connection to the alien. Grandpa hopes to gather some weapons to help Ben in his battle.—Jesse Sanchez
- When Vilgax, in a nightmare, tells Ben he himself is coming for him, Grandpa Max immediately changes plans and heads for Mt. Rushmore. Vilgax is, indeed, coming for Ben and, to draw him out. leads an attack of robot drones on Rapid City, South Dakota. The ploy works and Ben, unable to resist, arrives to defeat the drones and is left to face the formidable Vilgax one-on-one. Surprisingly, Grandpa Max doesn't stop to help, instead continuing with Gwen to their destination, where, in a hidden underground facility, he reveals a startling past connection with this alien. As he and Gwen return to help Ben, an electrical surge sets the Omnitrix on a wild rotation cycle, putting Ben through all his alien transformations as he fights for his life and theirs.—statmanjeff
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