The special opens with Ben and Grandpa Max sitting at a campsite, miserably roasting marshmallows. We learn they are not from our typical dimension, and that in this dimension, Gwen decided to attend summer school instead of accompanying them on their road trip. All of a sudden, a portal opens behind them and a being, who we later learn is called Alien X, arrives and attacks them, prompting Ben to transform into Cannonbolt. Alien X easily overpowers both Cannonbolt and Max; he forcibly removes the Omnitrix from Ben's arm and fuses it to his chest. After he leaves, an alternate Max Tennyson, Maximilian, arrives and repairs the damages, and informs Ben that his Omnitrix is unfortunately gone forever. Maximilian leaves their dimension on his ship, the Rustbucket. He records a captain's log of his recent mission to stop Alien X, expressing frustration as to why he always arrives one step too late. He decides to pull up his map of the multiverse and find an untouched dimension to get to first before Alien X. After he selects one, "our" dimension, his ship gets attacked by Phase Parasites in the dimensional hyperspace. Maximilian is forced to activate his ship's selfdestruct sequence and make his final warp to that dimension.