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Ben Tennyson, his cousin Gwen and his friends Kevin Levin and Rook Blonko were all going on a road trip across the universe, when suddenly, they were attacked by a new evil threat known as Reptalon. After dealing with the villains, thanks to the help of a new ally named Sparkwire, Ben's Omnitrix was given a major upgrade, making him able to wield the Ultimatrix again.