The episode opens on a quiet, rainy night in Bellwood. Ben Tennyson, now 16, is enjoying a rare night off from being a hero. He’s in his room, flipping through an old photo album. A picture falls out: him, Gwen, and Kevin, all smiling after defeating the Highbreed. But his eyes linger on a different face—a small, frog-like alien with a kind expression. Azmuth.
Kevin hardens his skin into metal and charges, but Malware phases through him like a ghost. Gwen throws a mana shield, but Malware’s touch corrupts it, turning her pink energy into black, sparking code. He’s not just strong—he’s an antithesis to all their tech. Ben 10 Ultimate Alien Episode 1 35
Malware snarls and releases Ben. But instead of retreating, he does something unexpected: he turns and absorbs the entire floor of the lab, plummeting Ben, Gwen, and Kevin into the lower levels. The episode opens on a quiet, rainy night in Bellwood
Ben understands. “You mean… the failsafe.” A picture falls out: him, Gwen, and Kevin,
“I am his failure ,” Malware snaps. “He built me to upgrade technology, but I evolved to consume it. He tried to delete me. Now I will delete his legacy.”
“Azmuth said not to use the evolutionary function again,” Gwen whispers.