With his wounds finally healed, Vilgax decides to personally retrieve the Omnitrix. He contacts Ben in a dream, which worries Max. Ben ignores Max’s warnings not to use the Omnitrix and flies off to Rapid City, where Vilgax captures Ben and brings him aboard his spaceship. Max retrieves weapons from a secret base in Mount Rushmore, and he and Gwen free Ben, but are then held hostage. Max reveals that he activated the ship’s self-destruct, and the three escape, leaving Vilgax on the ship as it explodes.