After a fierce battle in a power plant with Dr. Animo, Ben notices something strange happening with the Omnitrix but doesn't tell anyone (except Gwen and Grandpa Max). Tetrax arrives, drawn to the self-destruct signal broadcast by the Omnitrix. He takes Ben to go find the creator of the Omnitrix and fix it before it destroys itself, Ben, and the universe along with it (with Gwen stowing aboard to help her cousin).