Michael Morning star and charmcaster team up and attack the Anodite home world. Verdona tries contacting Gwen, Ben and team travel to the Anodite home world where they face god like charmcaster and star.
Ben has no choice but to use Alien X.
At the end end of the episode the Anodite:s fix Kevin:s condition, offer to teach Gwen, Ben gains an Anodite form.
Ben gets to rool a planet for the price of never seeing his friends or planet, it all becomes a trap as ben is sacrificed to a giant space creature. Un able to use his omnitrix, gwen and kevin save the day.