Their ship was intercepted and boarded by Vilgax and his drones, but they were stopped by Ben, Gwen, Tetrax, Gluto, and Myaxx. After escaping the fight, she reveals she was Azmuth's assistant and directs Ben and the others to Xenon, where Azmuth lives. Ben, Gwen, and Tetrax get themselves into a street-fight. He changes into Perk Upchuck and fights him, only to reveal that "Vilgax" is a female Chimera Sui Generis named Myaxx, who claims she created the Omnitrix. They find the DNA signature of Azmuth in the Omnitrix and find that he is on Incarcecon, the prison planet.Īfter some time of searching on Incarcecon, Ben (in a costume with Gwen) thinks he spots Vilgax. Gwen soon appears on the ship to help Ben. Ben, Tetrax, and his pilot, Gluto, travel across the galaxy to find Azmuth, the creator of the Omnitrix. The watch is in self-destruct mode and will destroy itself along with Ben (and the universe, but Tetrax does not reveal this until later). Tetrax senses the Omnitrix and comes to Earth to warn Ben about it. Gwen, Ben and Grandpa go to the shopping mall but the Omnitrix releases a sudden energy burst, banning them from the mall. Ben changes into Grey Matter and knocks out Dr. A DNA wave blows through and damages the Omnitrix. Ben (as Heatblast, XLR8, or Eye Guy in different beginnings) rescues Grandpa and Gwen, defeats Animo's latest invention, and sets off an error in the bomb by overloading the system. Animo, who has kidnapped Gwen and Grandpa Max, and threatens to release his DNA bomb and de-evolutionize the world.