Ben 10: Alien Force
On Galvan Prime, Azmuth is told that his greatest invention, a Omnitrix-like device called the Ultimatrix, has been stolen. Investigating security footage, Azmuth learns that the thief is Albedo, who has entered an allegiance with Vilgax with the intention of defeating Ben and taking the Omnitrix. Albedo uses the Ultimatrix to attack and kidnap Gwen and Kevin, and sends a message to Ben demanding that he face him if he wants to see them alive again. In a confrontation, Albedo reveals that he has modified the Ultimatrix to artificially evolve his transformations into their “ultimate forms,” enormously enhancing their abilities. Albedo transforms into Ultimate Humungousaur and easily defeats Ben, and Vilgax appears with an army of robotic bioids. Vilgax demands that Ben give him the Omnitrix in exchange for his friends’ lives, and Ben reluctantly does so, to Vilgax’s delight.