Ben was fighting Vilgax and Hel near the Temple of Atum, in the museum. Ben changes into Diamondhead and promptly defeated Hel and Vilgax. Vilgax returned to his ship. Hel found an artifact which transformed into Pheles, the Devil Duke. Pheles consumed Hel's powers. Pheles then went to R.V and attacked Max, Kevin and The Ethereal Plumbers. Dana and Dan fled and went to Ben asking for Help. Pheles then controlled Hel and asked to attack Ben. Ben changes into Samurai and battled Hel. Then Pheles created a big tidal wave which spread and destroyed Bellwood. Ben quickly saved Kevin. Ben found out that Gwen was missing. Nightmare(Ghostfreak) battled Ben and saying that Ben was responsible for the Destruction god called Destrutis. Nightmare (Omnitrix Nightmare) with Darkstar battled Ben. Ben was confused in fact! Then Olympians and Ben's universe merged again. Meanwhile, Gwen in Plutopolis is warned by Pluto and the Titans that Hel and Pheles are engaging the god Ragnorok, the Destruction. Gwen was sent by Pluto to Midgard. Gwen realized that she was in Japan. In Japan, she was attacked by Satan, the cursed. Satan destroyed Gwen's Mana Field. Courtney unusually transformed in Calamara, the goddess of flood. Calamara then battles Julie. Julie and Calamara fought. Julie fall unconscious. News reported that death, destruction gods are all destroying people and country. Ghostfreak shot a laser to Ben but reflected by Kevin. Charmcaster was mesmerize by Pheles. Charmcaster rampaged Africa. Pheles then caused the rise of Atlantis. This revived the Sand Tornado from Sahara Desert. Ben was attacked by bunch of villians. To be continued!