Kevin and Gwen were captured by Vilgax. Ben in upon to rescue them, got trapped in the Wonderland made by Mind-Master. Ben changes into Arcticguana and followed the White Rabbit (which was Courtney). Ben followed the Rabbit into the tunnel but end up in Mad Hatter's House (Kevin). Mad-Hatter then sents Ben into a tunnel where he accidently trumbled into Humpty Dumpty's realm (Vilgax). Ben changes into Samurai and battled Dumpty. After the defeat, Ben went to the Queen (Gwen). The Queen attacked with her cards and mana. The King (Forever King) confronted him and pursued him before he can reach the door. Ben changes into Common Cold and transport himself into the Realland. Ben woke up and changes into Overkill and confronted Vilgax. After Gwen ask what happen, ben explained all about Wonderland!