Nightmare (Ghostfreak) was taken to Helheim by Hel, the goddess of death. Nightmare tricks Hela in making his other soul to capture. Nightmare ran away. Then Hel tells Nightmare that she wanted Ben's Omnitrix like Nightmare. She tells Nightmare that if Omnitrix gets in her hands she will rule the universe under Death. So, she and Nightmare went to Midgard. Nightmare and Hel confronted Ben, Gwen and Kevin. Their powers were no match against a divinity. Grandpa teleported them to River Styx in Plutopolis (basically Pluto's realm). Pluto let them bathe in River Styx. Max said that Ben will become a divinity just for a while. However Pluto wouldn't let them go. He wants to take a soul from Ben, Max, Gwen and Kevin. He takes Gwen's soul. He said that Ben will get Gwen back if he go and defeat Hel and Nightmare. Hel was utterly defeated by Ben. Hel retreated. Nightmare said the battle will end now!!! Ben and Nightmare fought Each other. Ben lost. When Nightmare went to Ben, Ben shot the null void laser and sucked Nightmare in time. And then, Ben rescued Gwen in time from Pluto.

Aliens used


Big Chill






Way Big (Divinity)

Megaray (Divinity)

Angel (Divinity)