Vreedle Brothers, Albedo, Sinestro (from Green Lantern) and Hel went to Mot Otesi to take the fabled Omimatrix, the celestial watch that Azmuth had created. Then Ben changes into Upgrade and melds with the rocket and went to Mot Otesi. When on Mot Otesi, Ghostfreak attacked them. Ben changes into Way Big and crushed Ghostfreak. Ben then changes into Icestone freeze Ghostfreak. Icestone found the Omimatrix. Ben then changes into Chromastone. Chromastone zapped Albedo and the villians. Ben before turning to Big Chill, Vilgax arrived and destroyed the omnitrix. Ben then put on Omimatrix and changes into Lightray and destroyed them. Ben had a new destiny!!!!