Choose to play with Ben 10 or Gwen. The Aliens have captured the grandfather of Ben, Max Tennyson, and you have to save him. Fly through space on your earth ball and shoot at all the enemy rockets. You will get 500 points for every rocket you destroy, there are also bonus points flying around. Avoid all the asteroids, but collect the extra ammo and extra life balls. At the end you must defeat the Upchuck.