One night on Galvan Prime, Vilgax's drones infiltrates the museum where they're keeping a deceased husk statue of Malware on display, one of the drones detect a faint signal of within the statue, it's revealed to be a small piece of Malware that is barely moving out of it and took him back to Vilgax's ship. Onboard, they have successfully revived Malware, explaining to him about his origin and his dimise by Ben Tennyson and they both work together by forming a team of villains. In six weeks later on earth, Ben as Crashhopper and Rook were persuing Zombozo and the Circus Freak Trio after they manage steal a brain for Zombozo from the Bellwood Brain bank. They both corner them to a construction site and during the fight with the Trio, Ben somehow unlocks the Master Control within the Omnitrix and now, he becomes any alien he wants as he transforms into Humongousaur and punched Thumbskull through a brick wall then Rook dissabled Frightwig's hair and gaged Acid Breath. As Zombozo tries to slip away with his brain, he was stopped by Gwen, Kevin and his Dog, Zed as Zombozo and the Circus Freaks were being taken to Plumber HQ, Ben was wondering what are Gwen and Kevin doing back in Bellwood, Gwen told him that she, Kevin and Zed are on a two week off from Campus. Then as they chat, Julie dropped by to see Ben from her tennis practice. Kevin's Dog, Zed found Elena Validus unconscious
Ben's Team Edit
- Ben Tennyson (16 yr old) (Yuri Lowenthal)
- Ben Tennyson (11 yr old) (Tara Strong): He and Gwen where brought to the future by Blukic and Driba's experiment. He was excited to See older Ben's new aliens.
- Rook Blanko (Bumper Robinson): Ben Tennyson's partner.
- Gwen Tennyson (16 yr old) (Ashley Johnson)
- Gwen Tennyson (11 yr old) (Megan Smith): When she came with Ben to the future, she was surprised that her older self is dating Kevin, and how a nerd she is. But her olderself told her that "You'll get to know him as you mature."
- Kevin E. Levin (Greg Cipes): is a Human/Osmosian hybrid and was a team member of Ben's Team.
- Zed (Paul Eiding): Kevin's Dog:
- Elena Validus (Tia Texada): She was found in the bushes and explains to Ben, Rook, Gwen, Kevin and Julie that she was striped of her Nanochip powers by Dr. Psychobos weeks ago after he escaped from Galvin Prime. Now she's back in the Plumbers as she puts her past behind her. She is now friends with Ben, Gwen and Kevin again, and made friends with Rook. She wears her v-neck black mini dress and black flats .
- Julie Yamamoto (Vvyan Pham): Ben's ex-girlfriend and now friend.
- Ship (Vvyan Pham): is a dog-like Galvanic Mechamorph owned by Julie Yamamoto.
- Max Tennyson (Paul Eiding): is the paternal grandfather of Ben, Gwen, Kenny and father of Carl Tennyson and Frank Tennyson.
- Plumbers (various voices)
- Blukic (Paul Eiding): Blukic is a Galvan technician who works for the Plumbers along with his partner Driba
- Driba (Eric Bauza)
- Molly Gunther (Tara Strong)
- Magister Patelliday (Rob Paulson): is a Piscciss Volann Plumber and second-in-command.
- Other Plumbers (vaious voices)
- Azmuth (Rene Auberjonois)
- Tetrax Shard (Dave Fennoy)
- Professor Paradox (David McCallum): is a time traveling professor who can travel anywhere in space or time and within reason. While he forgot his true name from centuries being trapped in a separate reality, he now goes by the name "Professor Paradox" after taking a liking to being referred to as such.
- Eunice (Molly C. Quinn): is a prototype Omnitrix which can absorb and contain DNA of various different species. It also one of Azmuth's creations.
- Rad Dudesman (Carlos Alazraqui)
- Plumber Helpers
- Manny Armstrong (Khary Payton): Who developes a crush on Looma
- Helen Wheels (Juliet Landau)
- Alan Albright (Zeno Robinson)
- Cooper Daniels (Chris Pratt): is one of Ben's allies. He is the grandson of one of Max's Plumber friends.
- Princess Looma Red Wind (Kimberly Brook):
- Ester (Tara Platt): She is currently the leader of the Kraaho who live under Bellwood.
- Argit (Alexander Polinsky)
- Lucy Mann (Tara Strong)
- Mr. Ignacius Baumann (Corey Burton): is a local shop keeper in Bellwood.
- Jennifer Nocturne (Tara Platt): She return and reformed from her love life with Carl Nesmith.
- Pakmar (Tara Strong)
- Professor Hokestar (Charlie Adler)
- Cash Murray (Matt Levin)
- J.T (Scott Menville)
- Warlord Gar Red Wind (David Kaye): He accepts Manny to be the right man to marry Looma
- Young One (Alanna Ubach):
- Rook Shar (Alanna Ubach): is Rook Blonko's sister and the deputy/student/appentice of Sheriff Wat-Senn.
- Rook Da (Eric Bauza):
- Rook Bralla (Kimberly Brooks): is the wife of Rook Da and mother of Rook Blonko, Rook Shi, Rook Shim, Rook Shar and Young One.
- Rook Shi (Colleen O'Shaughnessey):
- Rook Shim (Tara Strong): is Rook Blonko's sister.
- Sheriff Wat-Senn (Dee Bradley Baker): is a Plumber with a cowboy-look and accent stationed on Revonnah.
- Ester's Kineceleran Friends
- Vreedle Brothers: Who were having smoothies at Mr. Smoothy and noticed by Ben and the Gang
- Octagon Vreedle (John DiMaggio)
- Rhomboid Vreedle (Rob Paulsen)
- A female Way Bad
- Jimmy Jones (Scott Menville)
This new Negative 10 includes 13 villains some of the original members.
- Vilgax (Steven Blum): Leader of the Negative 10 and who revived Malware. His plan is to destroy Ben Tennyson and is younger version.
- Malware (Corey Burton): Vilgax found a small piece of Malware and revived him with a corrupted version of the helix. He's is second-in-command of the Negative 10. Ben was shocked that Vilgax brought him back in his third from, and he grew twin tails.. At the mid battle in part 2, he and Khyber brutaly defeated Rook and absorb his new improved Proto-Tool during the raid at Plumber HQ in Bellwood. In the end, he and Vilgax were sent to the Null Void by both Bens as Buzzshocks.
- Dr. Psychobos (Eric Bauza): He escapes from Plumber HQ and extracted the Nano chips from Elena Validus to make new improvements for the Nemetrix. Vilgax will allow him destroy Azmuth after he orders him to detroy Ben Tennyson, if he gets in his way of destroying his Galvan rival.
- Khyber (David Kaye):
- Panunsian: Khyber's new pet and Ditto's natural predator.
- Overlord/Captain Nemesis (Christopher McDonald): Who defected from the Vengers
- Dr. Animo (Dwight Schultz):
- A mutant gorilla/alligator
- A mutant snake/bat
- A mutant fox
- Fistrick (Eric Bauza):
- Corvo (Bumper Robinson):
- Hoodlum (Paul Eiding)
- Rojo (Jennifer Hale):
- Charmcaster (Kari Walhgren):
- Charmcaster's Rock creatures
- Psyphon (Dee Bradley Baker): Although he explained to his former master that he has his own plans, he agrees to help Vilgax.
- Albedo (Tara Strong): He returns fo revenge for
- Vilgax's drones
- Zombozo (John DiMaggio)
- Acid Breath (Dee Bradley Baker)
- Frightwig (Cree Summer)
- Thumbskull (David Kaye)
- Will Harangue (John DiMaggio)
- Bubble Helmet (John DiMaggio): Freed by the Negative 10 during the raid inside Plumber HQ
- Liam (Paul Eiding): Freed by the Negative 10 during the raid inside Plumber HQ
- Fistina (Morgan Lofting): Freed by the Negative 10 during the raid inside Plumber HQ
- Thunderpig (Eric Bauza): Freed by the Negative 10 during the raid inside Plumber HQ
- Tummyhead: Freed by the Negative 10 during the raid inside Plumber HQ
- Sweet-Eels Sparklefunk (Kevin Michael Richardson)
- Kraab (Jeff Bennett): Freed by the Negative 10 during the raid inside Plumber HQ
- Emperor Milious (Kevin Michael Richardson) Still in his cell during the raid.
- Billy Billions (Aziz Asnari):
- Mazuma (Tara Strong)
By 16 yr old Ben:Edit
- Humongousaur (John DiMaggio) 3x
- Bloxx (Bumper Robinson)
- Shockquatch (David Kaye) 3x
- Rath (John DiMaggio)
- Big Chill (Dee Bradley Baker)
- Crashhopper (Dee Bradley Baker) 2x
- Diamondhead (Eric Bauza)
- Feedback (Yuri Lowenthal): used once in Part 5 with his younger self to defeat Vilgax and Malware.
- Gravattack (David Kaye) 3x
- Grey Matter (Eric Bauza): accidental transformation; selected alien was Brainstorm.
- Astrodactyl (Dee Bradley Baker)
- Articguana (Eric Bauza): accidental transformation; selected alien was Big Chill the first time
- Armadrillo (John DiMaggio) 2x
- XLR8 (Yuri Lowenthal)
- Spidermonkey (Dee Bradley Baker)
- Ball Weevil (Bumper Robinson): accidental transformation; selected alien was Upchuck
- Buzzshock (Eric Bazua)
By 11 yr old Ben:Edit
- Heatblast (David Kaye)
- Diamondhead (Eric Bauza)
- Four Arms (John DiMaggio) 2x
- Feedback (Yuri Lowenthal) 5x
- Stinkfly (Dee Bradley Baker) 2x
- XLR8 (Yuri Lowenthal)
- Cannonbolt (David Kaye)
- Wildmutt (Dee Bradley Baker)
- Benmummy (Kevin Michael Richardson)
- EyeGuy (Paul Eding) 2x
- Ditto (Rob Paulsen): accidental transformation; selected alien was Wildvine
- Upchuck (Eric Bauza)
- Buzzshock (Eric Bauza)
By Khyber's pet Panunsian:Edit
- Crabdozer 2x
- Buglizard 3x
- Slameworm 3x
- Tyrannopede 4x
- Terroranchula 2x
- Root Shark
- Ultimate Humongousaur
- Kevin's Car
- Elena's motocycle
- Rust Bucket
- Max' Plumbing
- Plumber HQ
- Mr. Smoothy
- Mount Rushmoore (flashback):
- Galvan Prime
- Chimerian Hammer Mk. 3
- Null Void
- Young Gwen: "Huh? Wait a second. I'm Dating Kevin?!? EWWW!"
- Vilgax: "Ben Tennysons, I've found from someone you've suposedly defeated on Galvan Prime."
- (Malware emerges from the wallss.)
- Ben Tennyson (both ages 11 and 16): "Malware?"
- Malware: "Indeed, Ben Tennyson, it is good.. to be Back!"
- Vilgax: "Even if you had more friends are heroes beside you, you couldn't stop us!"
- Megan Smith reprise her role as Young Gwen Tennyson.