

When Ben, Gwen, and Max try to travel to the South Pole, magnetic disturbances cause the instruments to malfunction and take them to the North Pole instead, where they find that two criminal scientist brothers, Polar and Solar Twain, have plans to swap the magnetic poles of the Earth, unleashing technologic and atmospheric disturbance unless the world pays a ransom.
When Grandpa Max’s engineer buddy Phil Billings gifts Team Tennyson the Omni-Copter, a state of the art flying vehicle that can transport the Rustbucket for overseas adventures, Steam Smythe takes to the skies to ground Ben and company’s first test flight; but unbeknownst to our heroes, Smythe was sent to battle Ben’s latest alien forms by a mysterious, powerful enemy: the Forever Knight.
During one last stop by a toy store before Ben, Gwen, and Grandpa Max's maiden voyage across the Atlantic, Ben runs into an old bully, Kevin 11, who now has new powers. He's able to transform into aliens just like Ben, such as the "bootleg" doppelganger of Cannon-bolt—Wrecking-bolt!