Soon after Grandpa Max reveals his past Plumber activities to Ben and Gwen, his old partner Phil turns up. Phil didn't retire at the previous fall of Vilgax as Max did. He's still going about rounding up aliens that occasionally pop up. Upon discovering Ben and the Omnitrix, he sees a renewed partnership with the Tennysons forming. Ben's all for it, but Grandpa Max is leery, and the Omnitrix is back to delivering aliens contrary to what Ben calls up.