Ben wakes up in the middle of the night and is attacked by a jellyfish-like alien. After destroying it, he finds his parents and everyone in the neighborhood missing; he is then attacked by a DNAlien, but defeats it. Ben seeks out Kevin and Gwen, but they are also missing. Eventually, Ben encounters Vilgax, who is mysteriously silent as he attacks Ben. Ben defeats Vilgax, but he vanishes. Ben goes to Julie’s house, but she uses Ship to attack him, then vanishes as well. Throughout the night, Ben is continuously attacked by his former foes, eventually deducing that he is trapped in some kind of dream world where all of his worst enemies are after him. Gwen and Kevin eventually find Ben, but express anger at Ben getting all of the power and never suffering like they have. Kevin absorbs the Ultimatrix and Gwen turns into her full Anodite form, but Ben defeats them both, and deduces that Gwen is actually a disguised Albedo. Albedo and Ben battle, but Ben, realizing that it’s all a dream, is able to defeat all of Albedo’s transformations with ease. Albedo attempts to use the jellyfish alien, a Cassiopeian dream eater, to return Ben to the nightmare’s control, but slips on a spilled smoothie and drops it on his own face. The episode then cuts to Ben’s room, where it is revealed that Albedo intended to attach the dream eater to Ben, but slipped on Ben’s spilled smoothie and it attached to him; the entirety of the episode’s events took place in Albedo’s dream, not Ben’s. As Ben, Gwen, and Kevin wonder what Albedo is dreaming, inside of the dream, Albedo is attacked by an army of Ben’s aliens.