Not long after the end of Ben 10: Alien Force, Azmuth set to work and created another Omnitrix, the Omnitrix Z. He planned to keep it in a high-security vault, but his lab was attacked by several Florauna. Azmuth activated an emergency security system which shot a metal pod containing the Omnitrix Z. It was supposed to go to his second lab for protection but was hit by a small meteor and went off course. It fell to Earth and landed in Bellwood. The next day the whole town gathered around it, Max Tate was in the front row of people. Then out of nowhere it opened revealing an extremely high-tech vesion of the Omnitrix. It 'leaped' at Max, and attached to his left wrist. He went home, trying to figure out how to use it. When he got home he was teleported to Primus and Azmuth told him that the Omnitrix Z was meant to be upgraded into an Ultimatrix. Azmuth activated the upgrade by taking the ring on it off and putting it in a machine. When he put it back on, the Omnitrix Z started glowing and when it stopped, the Omnitrix had become more sleak.
Main article: Max Tate: Alien Z (Episode Guide)