times out, simply switching into another one of his alien forms. Ben as Four Arms arrives at Stonehenge, but is confronted and attacked by a Galvanic Mechamorph (Upgrade's species), with abilities of forming weapons and armor from its body and teleportation, who demands to know about the To'kustar that had attacked Ben. Ben explains to the Mechamorph that he knows nothing, but it only continues to attack, and its teleportation ability causes the pair to carry the rest of their battle across the globe: after destroying part of Stonehenge, they nearly damage Christ the Redeemer in Rio de Janeiro and fight at the Great Pyramids in Egypt before arriving back in Bellwood. Ben transforms into Grey Matter and manages to escape the Mechamorph. Meanwhile, Gwen and Grandpa Max receive a call from Ben's parents informing them that Ben is missing. They go in search of him only to find Tetrax. The three discover Azmuth's ship, but with no sign of Azmuth. Looking at the ship's log, they discover that Azmuth disguised it as a truck to track down and fix the malfunctioning Omnitrix, but crashed and was destroyed by the To'kustar. After escaping the Mechamorph, Ben as Grey Matter is mistaken as a small creature by his parents before Gwen, Grandpa Max and Tetrax soon encounter him back at his house. Tetrax restores Ben's Omnitrix to normal just as the Mechamorph catches up to them. Gwen deduces how the Omnitrix reacts after Ben returns to his human form and realize what has happened just as she, Ben, Tetrax and the Mechamorph are transported into the Omnitrix itself. Inside, Ben and the Mechamorph continue to battle before being attacked by a swarm of Lepidopterrans (Stinkfly's species) just as Gwen and Tetrax are ambushed by a pack of Vulpimancers (Wildmutt's species). The four catch up with each other and they realize that the To'kustar is inside with them just as he resurfaces. The Mechamorph reveals himself as Azmuth's father, who attacks the To'kustar to avenge the death of his beloved son, while Gwen explains to Ben about the malfunction that she accidentally caused to the Omnitrix when she cast the dismantling spell on the robotic tank while Ben was attached to it. She uses Azmuth's father to reverse the transportation and return them all to Earth. Azmuth's father pursues and fights the To'kustar, but the Omnitrix malfunctions again and transforms Ben's parents