The team gets teleported to an alien planet by the Omnitrix, where the device deattaches itself from Ben and flies away. Following it, they discover Vilgax and his current plan to obtain the Omnitrix.
- Batman Gambit: Ben not only teaches Vilgax how the recalibrated Omnitrix works, but also transforms him into an alien: Goop. Vilgax is all happy and lets his guard down, which allows Ben to steal Goop's gravity projector and stop him at once, allowing himself to get back the Omnitrix.
- Badass in Distress: The entire team gets put in chains by Vilgax.
- Behemoth Battle: After Vilgax falls in the Codon Stream, he grows to an enormous size. In order to beat him, Ben transforms into Way Big. And they fight.
- Big Creepy-Crawlies: There are blue mosquitoes on Primus, which were created by Azmuth and serve as collectors of DNA.
- Blatant Lies: Gwen tries to claim that her over the top “Ben! NOOOOO!” was Bad "Bad Acting" to fool Vilgax. Kevin doesn’t buy it.
- Butt-Monkey: Surprisingly, Azmuth. He loses in battle to Vilgax, gets some Condescending Compassion from Ben and is on the receiving end of a demeaning request from Kevin.
- Curb-Stomp Battle: Way Big vs Giant Vilgax ends in under a minute, with Ben forcing Vilgax to punch himself and throwing him into the depths of space for the second time.
- The Mind Is a Plaything of the Body: When Azmuth turns into Rath, he becomes just as hammy and dumb as Ben is when using the transformation, even using the "Lemme tell you something..." catchphrase. The only difference is that Azmuth refers to himself by name instead of Rath.
- Not Quite Dead: After falling in the Codon Stream, the team believes that Vilgax has just been killed. Azmuth then reminds them that the Codon Stream is filled with alien data, then Vilgax comes out of it the size of Way Big.
- Sequel Episode: To "Ghost Town", with the episode starting with Vilgax remembering what Ghostfreak told him just before he freed him from his Tailor-Made Prison and deciding to use the information he received to his advantage.
- Single-Biome Planet: Primus is largely a jungle planet.
- Stop Hitting Yourself: Way Big begins smashing Vilgax's face with Viglax's own fist. Kevin chuckles and calls it a classic.
- The Reveal: The Omnitrix is connected to the artificial planet Primus, where all of the DNA data is stored in a place called the Codon Stream.
- Taking You with Me: Vilgax is about to fall in the Codon Stream, but manages to grab Ben (as Cannonbolt) and says that if he's going to die, so will he. Ben pushes him in the Codon Stream.
- Voices Are Mental: Azmuth and Vilgax retain their voices when transformed into Rath and Goop respectively.
Word of God is that this is because they weren’t properly bonded to the watch liked Ben is, which is also how the latter was able to remove the Omnitrix from Vilgax effortlessly. - Wham Shot:
- Humungousaur changing back into Azmuth, revealing that he's using the Omnitrix.
- Vilgax using the Omnitrix.
- Vilgax emerging from the Codon Stream with the size of Way Big.
- What Happened to the Mouse?: The Techadon Ben was fighting is probably still on the rampage.
