Ben 10: Alien Force (2008)

S3E19 The Final Battle (1)

Albedo has taken the Ultimatrix from Azmuth and used it to abduct Gwen and Kevin. In an attempt to save them, Ben confronts Albedo, only to find out he's teamed up with Vilgax. Overpowered by the duo, Ben ultimately decides to relinquish the Omnitrix to ensure the safety of himself and his friends.