With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He again contacts Ben in a dream, which Ben tells Max about. Worried, Max plots a course to Mount Rushmore. Ben ignores Max's warnings not to go alien and flies off to stop trouble along the way, only to engage in combat with Vilgax. After a futile struggle, Vilgax captures Ben and brings him aboard his ship. Having retrieved weapons from a secret base in Mount Rushmore, Max and Gwen free Ben from Vilgax's extraction device. Ben and Vilgax fight again, but Ben surrenders when Vilgax holds Max and Gwen hostage. Unknown to either of them, Max had activated a self-destruct command on Vilgax's ship. Ben traps Vilgax and escapes, leaving his opponent in the resulting explosion.
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