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When Xylene, an alien who once had a "relationship" with Max, suddenly appears, Ben and Gwen are suspicious as to her true motives. It turns out she came to earth to make sure the Omnitrix ends up with its "rightful owner"...Max! As Ben must deal with the realization the watch was meant for Max, he must fight off one of Vilgax's robotic drones who has the ability to amalgamate anything it wants to its frame. In the process, Xylene unlocks another alien hero on the watch...Upchuck!