One year after Vilgax's attack, a new threat, a mysterious cosmic storm, threatens to destroy Earth. Ben Tennyson is back, equipped with his new Ultimatrix and 10 new alien forms. He is in a race against time to search the Earth and discover pieces of an ancient alien artifact, which, when reassembled, will be the only thing powerful enough to stop the impending destruction. His quest will take him to many famous locations around the world and bring him face to face with some of the worst villains in the galaxy, including a magnificent battle against the upcoming world destroyer, an evil Way Big!

• Play as Ben and 16 of his alien forms, including many of the new aliens from the ULTIMATE ALIEN series, the largest number of playable characters in a Ben 10 game.
• New Ultimatrix to unlock a more powerful "Ultimate" version of established aliens from ALIEN FORCE.
• Quickly switch from one alien to another without leaving the action and perform devastating combos.
• New story set in the ULTIMATE ALIEN universe by the original series writers.
• Completely authentic experience with voice actors, sounds, and locations from the new ULTIMATE ALIEN series.
• 8 levels with unforgettable real-life locations, including Paris, Tokyo, China, and Rome.
• Upgrade system that allows players to enhance the attributes of their favorite aliens.
• Stylized cinematic moments for advanced boss battles and heroic rescues.
• Face well-known enemies from ALIEN FORCE, including the Vreedle Bros, Enoch, Sunder, Seven Seven, Zombozo, and Psyphon.
• Play as Four-Arms (PS3 version) or Rath (X360 version), two exclusive aliens found only on these platforms.
• See more alien choices, including 10 new aliens.
• Quick switching, no more freezing the game to access the Ultimatrix.
• The game takes place on Earth and in recognizable locations (Paris, Tokyo, China, Italy).
• Easier and more empowering combat system.
• Deeper upgrade system for replayability.
• Cinematic moments featuring the final form and unforgettable boss battles.