When Vilgax, in a nightmare, tells Ben he himself is coming for him, Grandpa Max immediately changes plans and heads for Mt. Rushmore. Vilgax is, indeed, coming for Ben and, to draw him out. leads an attack of robot drones on Rapid City, South Dakota. The ploy works and Ben, unable to resist, arrives to defeat the drones and is left to face the formidable Vilgax one-on-one. Surprisingly, Grandpa Max doesn't stop to help, instead continuing with Gwen to their destination, where, in a hidden underground facility, he reveals a startling past connection with this alien. As he and Gwen return to help Ben, an electrical surge sets the Omnitrix on a wild rotation cycle, putting Ben through all his alien transformations as he fights for his life and theirs.
—statmanjeff