Elena Validus asked Ben for help because the Swarm had invaded Earth. The Swarm were indestructible. Ben asked Vilgax and other villian to wipe them out. Suddenly, the Omnitrix changes Ben into Phantom Chill the combination of Alien X, Swampfire, Chromastone and Big Chill. Omnitrix then reacts again and changes Ben into Brainfreeze. The Swarm was frozen but it caused an headache. Ben changes into Phantom Chill and attacked the Swarms. Gwen was captured by Swarm King, Magni. Kevin reached out to save her but it was too late. Kevin attacked Magni but frozen by Phantom Chill. Azmuth and Paradox asked Ben to unlock the master control. Ben changes into Brainstorm and configured it. Brainstorm zapped Magni and changes into Jetray. Jetray shot the laser. Jetray into Lodestar, blasted electricity. Lodestar changes into Benvicktor and zapped Magni. Suddenly Eagle-Lord, a swarm Lord battled Gwen. Gwen blasted Eagle-Lord with her mana zapper. Hel and Villians sided with the Swarm. Sublimino, Hel, Rojo, Nightmare battled Gwen. Gwen blasted them out. Ben and Kevin took care of the rest. Hel freed her father, Loki from the mystical chains of Odin releasing Ragnarok!