Ben and Gwen are thrown into an alternate future, where they meet their future selves. From hers, Gwen learns that she has a natural affinity to magic and mysticism.
Charmcaster makes a comeback, after which Gwen takes her spellbook in the hope of developing and strengthening her own magical powers.
Ben learns that the Omnitrix can obtain more DNA from other aliens via physical contact with it, and gains the forms Blitzwolfer, Snare-Oh, and Frankenstrike.
The rogue Ghostfreak returns, with a plan to acquire the Omnitrix and blanket Earth in eternal shadow.
Max Tennyson's old extraterrestrial flame, Xylene, is revealed to have sent the Omnitrix to Earth, intending for it to go to Max for safekeeping, but was accidentally found by Ben.