Ben 10: Omniverse 2 is an 3D action game based on the Ben 10: Omniverse animated series. Emperor Millious of the Incursean empire has exiled Ben to space. After being rescued by Azmuth the both of them end up on a Incursean cruiser on course for Earth.

The player takes control of Ben and can transform in to a multitude of aliens that vary in size, and abilities. Alien forms can be upgraded and more powerful attacks can be unlocked by collecting green watch symbols.