Season 3 - Episode Guide

This episode starts with a Galvan teacher telling the children of the Galvan about the Omnivoracious. Meanwhile The Faction takes the DNA of an Omnivoracious for the Nemetrix. On Earth Ben and Rook are patrolling and Ben tells Rook to ask him anything and Rook asks about Feedback, which Ben doesn't want to talk about. In present day The Faction infiltrates the museum and try to take Azmuth but instead he teleports Ben and Rook to the museum. Azmuth copies a whistle from a bone and Khyber whistle again and again making Zed tired. Khyber and Dr. Psychobos have a fight and Zed turns to Vicetopus and takes Dr. Psychobos.

Ben tells the secret of Feedback: When Ben was eleven years younger, he liked Feedback so much that Azmuth, Max, and Gwen warned him not to over use it. He had a fight with Malware and he took him out from the Omnitrix and killed him. Angered, Ben puts his Omnitrix into Malware and he seemingly perished from the overload. Back in the present, Khyber's takes the Nemetrix from Zed and mysteriously escapes. The group arrests Dr. Psychobos, who warns Azmuth that the planet and his species are about to become extinct. Galvan Prime's moon, Galvan B explodes with everyone shocked and surprised.

Galvan Prime's mechamorph ecosystem is engulfed by Malware and Galvan Prime is destroyed. A gigantic Malware then accumulates on the surface of Galvan. Humungousaur and Way Big fight Malware but are defeated. Ben is absorbed into Malware and confronts his eleven-year-old counterpart.They both forgive each other for the incident with Malware and sixteen-year-old Ben regains Feedback. There is a shower of mechamorphs leading to Malware becoming its original size. Malware is finally defeated and destroyed by Feedback with the intesne electrical power from the repaired double helix.

The Gourmand Queen is captured by Incurseans, forcing Ben and Rook to rally her feuding subjects to save her.

Ben and Rook escort Vilgax to a maximum-security prison planet, but the Incurseans have other plans.

Princess Attea springs Dr. Psychobos from prison to help her lead an invasion of Revonnah.

Incurseans take control of Earth, so Rook and the Plumbers must stop them, while Ben is somehow missing.

Ben, Rook, Gwen, and Kevin must find a solution to stop the Incurseans once and for all.

Princess Looma attacks Ester's village, forcing Ben, Rook, Fistina and Julie (after capturing Fistina) to stop her; In the meantime, Ben is shocked as Julie has gotten a new boyfriend.

With Plumber agents trapped in Incursean territory, Ben and Rook must employ the services of Rad Dudesman, the roughest, toughest smuggler in the galaxy.

Dr. Animo remembers the time he had taken control of the Plumbers Headquarters inside Mount Rushmore with bugs that easily hack computer codes, planning to mutate everyone on Earth into grotesque, monstrous creatures resembling him.