Ben 10

The episode starts out in outer space with a bluish-colored alien ship being pursued by a larger reddish ship. The smaller ship takes fire from the larger one, but it manages to withstand its power and able to return fire. Within the large red ship, a profile of an alien commander known as Vilgax is shown, and orders his crew to disable the vessel to retrieve what he calls, the Omnitrix. Content in his knowledge that he is an undefeatable, he ponders on who can possibly stop him. Then the scene switches to a school and shows a profile of a 10-year-old boy.

In class, Ben Tennyson takes a quick glimpse up to the classroom’s clock, and is impatiently waiting in his seat for class to end. While he waits, he makes a paper airplane, aims, and throws it at his teacher, hitting the backside of her head. The bell then rings and everyone flies out. Before he reaches the doorway, Ben is stopped and has to listen to a quick word from his teacher concerning the airplane he threw.

Outside, two bullies are picking on a smaller kid for his money. Seeing as how summer vacation has started, they decide to be lenient with the boy and just take the money without beating him up. Ben attempts to help him, but only succeeds in getting both himself and the kid beaten and hung from a nearby tree by their underwear. Despite Ben’s obvious predicament, Grandpa Max tells him to hurry. Ben points out his situation to him and asks to help him get down.

Ben is excited about the trip, but it was quickly drawn away when he finds his 10-year-old cousin, Gwen Tennyson, is already in the RV. She is no more excited about the situation than Ben is, having already a well-planned specific schedule, but only to find that Grandpa Max convinced her mother to go along with him on the trip. Both look unhappy and pout. Max points out that it will be a long vacation.

At their campsite, Grandpa Max decides to make dinner. His idea of dinner differs from Ben and Gwen’s taste, in that it is live, marinated mealworms. When the two ask for some “real food,” Max acts as if the mealworms are just as tasty as any other types of food. Max enters back into the trailer, and Ben and Gwen go over the food they brought with them, wondering how many days they can stretch some candy and chips over. They then continue to look down how bad this trip will be.

Back in space, the two vessels continue their fight with each other, though Vilgax successfully disables the propulsion systems of the smaller ship. They prepare to board, though the smaller ship had enough energy just to make one last-ditch shot directly hitting the ship’s bridge, seemingly with Vilgax along with it. His ship then returns fire with a far more powerful blast, and it nearly vaporized the smaller one. It floats dead in space, though a small escape pod is released and heads towards Earth. It breaks apart on the way, revealing a small, sphere within it.

Back at the campsite, Max tries to encourage Ben and Gwen into doing some camp-related activities. His efforts fall on deaf ears, though, since neither one is willing to participate. Ben, however, gets up to take a walk in the woods. As he does, he complains about his luck in regards to his vacation. As he looks up, he sees at what he believes is a shooting star. It changes course and nearly crashes onto him. Ben examines the crater and finds a sphere. It then opens up to reveal a strange looking device, appearing to be a watch. With extreme curiosity, he moves his hand closer to try and take it, but the watch clamps itself onto his wrist. He tries to shake it off with little success, and immediately goes back to his Grandpa what just happened.

As he heads back to the campsite, he decides to fiddle around with the device first in attempt to remove it. In response to his fiddling, the face of the watch pops up, and reveals a silhouette of some kind of creature. He immediately presses the face of the watch not thinking of what it may do. It promptly transforms him to an alien named Heat Blast, a fiery alien capable of creating fire at his own will.

He is freaked out by what just happened at first, believing himself to be on fire. Ben quickly realizes what has happened and starts toying with his new-found power. This backfires on him when he starts a forest fire. Back at the campsite, Gwen and Grandpa Max notice the fire. Grandpa Max immediately assumes it to be some foolish camper toying with something he knows nothing about. Gwen and Grandpa Max quickly connect that statement to Ben. They head over to the fire and try to put it out.

At the source of the fire, Gwen is the first to find Ben, and attacks him in fear. Unable to get her to listen, Ben has some fun by lighting one of her shoes on fire. This only makes her angrier, but she realizes that the creature is Ben after hearing him talk. She queries him on his strange appearance, and Ben tries to explain. Grandpa Max shows up shortly after, and Gwen brings him up to speed. Ben almost goes into his explanation again, but Gwen stops him. Aware of the rapidly growing fire, Grandpa Max has Ben start a back-draft to put it out. A ranger arrives later, clearly confused by the large section of the charred forest.

Back in space, it is shown that Vilgax has survived the destruction of the bridge, though his current condition suggests that he might have been better off not surviving. Three of his limbs are practically gone, with only a small portion of his right arm intact. He is forced to stay inside a regeneration tank while tiny robots heal him. A subordinate officer informs him that the Omnitrix was sent to the planet nearby them. This definitively reveals the nature of the device on Ben's wrist. Vilgax orders a nearby robot droid to retrieve it.

At the campsite, the three are roasting marshmallows. Ben's current condition is helping immensely in that regard. As they discuss his predicament, Gwen wonders if he'll be stuck as a monster forever. Grandpa Max quickly corrects her by saying that he's an alien. After a confused stare from the other two, Max tries to cover up his odd knowledge by saying that Ben couldn't possibly be anything else. Ben then echoes Gwen's earlier sentiment about being a monster forever. As Max reassures him that they'll figure it out, the symbol on his chest blinks and makes a noise, and he reverts back into his regular self. Ben is happy about the change, but still annoyed that the watch will not come off. Max orders him not to mess with it and heads for the crash site.

At Vilgax's ship, the robot that was sent to retrieve the Omnitrix finally departs and heads for Earth. Upon landing, it grows into a far larger robot with three legs. It lands near the crash site and immediately finds the sphere that held the Omnitrix. It vaporizes the sphere with one of the blasters on its hands. It then releases two drones to gather information.

Ben is trying to figure out how the Omnitrix works. Gwen warns against him doing so, but Ben ignores her point. She acts indifferent to the device, apparently unconcerned with the mysteries it holds, or what it can do to him. Ben finds her attitude confusing, wondering if she really is related to him. Meanwhile, Grandpa Max finds the remnants of the sphere. Its current state does nothing to ease his mind.

Back at the RV, Ben is still trying to figure out the Omnitrix. He thinks that if he can use it properly, he might be able to help without making things worse. He finally figures it out and prepares to activate it again, this time highlighting a silhouette of a canine-like alien. Gwen is still warning him not to use it, but he does so anyway. This time, he transforms into Wildmutt, an alien with an appearance of a large canine, and has enhanced senses. Gwen examines the new form, quickly discovering that it has no eyes. She tries to take advantage of the situation by hitting him with a stick, but the enhanced hearing of the form allows Ben to dodge easily. He then bounds off into the forest to test out his newfound form further.

As Ben roams about the forest, one of the drones spots and attacks him. It is no match for Ben, of course, and he takes it down easily. Unfortunately, he reverted back to his regular self after doing so, just in time for the second drone to find him. Luckily, Gwen arrives to beat Ben's would-be attacker into submission with a shovel. Ben is glad for the help. The two flee when the drone catches fire. It explodes shortly after.

At the RV, Grandpa Max chides Ben for his "joyride" with the Omnitrix. Ben apologizes for using it, but tries to put a bright side on the situation by showing that he can use it properly. He has also figured out the number of forms he is limited to, which are ten different aliens. He still hasn't figured out how to prevent it from reverting him back to a human, though. Grandpa Max seems eager to help him learn more about the device. Ben is overjoyed about this. A call for help on the radio interrupts them. A ranger is claiming to be under attack by a giant robot. Ben assumes it to be the source of the drones. He also figures that it must be after the watch. Knowing the attack to indirectly be his fault, Ben is eager to help.

The three head over to the site of the attack to stop the robot. As they reach it, Ben activates the Omnitrix and settles on a silhouette of a hulking alien form. Once activated, it transforms him into Diamond Head, a crystalline alien. They move on to find the robot blasting vehicles left and right in an attempt to find the Omnitrix. As Ben instructs Gwen and Grandpa Max to help and evacuate the campers, the robot grabs the ranger. Ben gets its attention before it can do anything to the ranger. Upon noticing the Omnitrix, it tosses the ranger aside and heads for Ben. At first, the robot proves to be a far better fight than Ben, pretty much tossing him around like a rag doll. During the battle, an errant laser blast forces Ben to save Gwen from being crushed by a tree. Ben gets an idea of what this alien form is capable of, and the battle begins to turn. Ben eventually wins by reflecting and redirecting the robot's own lasers back at it, slicing it in half. After some cheering, Gwen and Grandpa Max motion to Ben to make a quick exit, leaving the other campers pondering who has just saved them.

Back at Vilgax's ship, Vilgax is understandably upset about the defeat. He promises to make a trophy out of who is keeping the Omnitrix from him. Until then, he is confined in his tank, and plots carefully of what he may do next.

As they were getting ready to leave, Ben seems to have gone missing. As Grandpa Max wonders where he could have gone, Ben arrives in yet another alien form. This one is referred to as XLR8 (pronounced "accelerate"), a super-fast, lizard-like alien. Ben uses its abilities to quick pack everything into the camper. He then remarks that this summer will be the best one ever. Grandpa Max agrees, and Gwen merely says that it will be somewhat interesting. When questioned about his absence, he merely claims that he had something to take care of. A quick retreat to another part of the city shows the bullies from before hanging by their underwear on the tree. Their short conversation makes it clear that Ben was responsible for their unfortunate situation.

The episode starts out at a burning building in the Washington D.C. area. People are out on the streets, speculating the view. Within it, a woman and her child are trapped by the surrounding flames. To make their situation worse, they look up to see the ceiling about to collapse onto them. They ready to brace for the impact, only for nothing to happen. The little kid looks up to find Ben, in the form of Heat Blast, holding up the fallen section of the roof. He says that he has come to rescue them, and he tosses the section aside. Heat Blast first uses his ability to absorb all the fire in the room. Once the flames were out, he leads them to safety. They are reluctant at first, but go with him anyway if they want to live. The three attempts to use the nearby staircase to escape, but another piece of the building smashes their route to oblivion. Ben quickly spots another alternate exit to get them out to safety, and starts by cutting through the wall at the end of the hallway. He then transports them to the street below them by encasing them, as well as himself in a tornado of flame.

Outside, all the onlookers are impressed by the spectacle. As Ben begins to act modest about the event, his attention is quickly drawn off by trading cards in the little boy’s hand. Ben refers to them as gold Sumo Slammer cards. Like any kid, he sits next to the kid and proceeds to ask where he found the cards. The kid replies by saying that they were a prize in a box of Sumo Smack cereal. Gwen and Grandpa Max drive up to interrupt his interrogation with the boy and informed Ben that the fire was started as a diversion so some thieves could rob the jewelry store. Ben tries to cover his ignorant behavior by saying that he knew what they just explained to him.

As Grandpa Max pursues the thieves, he notices smoke coming from the seat next to him. Ben, still as Heat Blast, is there and his ambient heat from his body is burning through the leather seat. Grandpa Max comments that he should have installed asbestos seats when he had the chance to. Gwen responds by putting out the fire with an extinguisher, only to hit Ben along with it. She also chides him for his non-strategic choice of superhero in this instance. She responds by spraying him again.

After a shot chase with the thieves, Ben leans out the window and blows up the rear axle of their car, sending it careening into a brick wall. He walks up to the driver’s side, and pulls the door off. He then convinces the thieves to get out by bending the door metal in his bare hands. He starts to berate the criminals afterwards, but ends up back to normal before he finished what he was saying. The Omnitrix has lost power again. They notice Ben and try to escape, but the police show up before they can go anywhere. Ben tries to take credit for the capture, but the cops tell him that this isn’t something that kids should not be playing. Ben leaves disappointed.

In a different part of the city, a man in a suit is knocking incessantly on an apartment door belonging to a man named Dr. Animo. He gets no response, so he lets himself in. Inside the room, cages of different sizes are seen everywhere, and animal noises can be heard in the background. The place also smells like a zoo, according to the man. Someone eventually shows up to question his intrusion. His appearance consists of white hair, and his skin has a green tinge to it. The man addresses to him as Dr. Animo, and explains that he is the landlord, telling him that his rent is past due. Dr. Animo is indifferent, and says that the money goes to his research. The landlord then attempts to insist him on paying his rent, but prompts Dr. Animo to reveal in what he was probably working on. He picks up a strange looking helmet, and he refers to it as the Transmodulator. He then takes out a frog from its cage, and explains what his device can do. He uses it to alter genetic information, and made the frog grow many times its size. The frog grabs the landlord with its tongue, and spits him into the wall, knocking him unconscious. Dr. Animo then remarks that he needs more components to complete his work. A commercial comes up in the TV about the new M-Mart, and it catches his attention.

Inside the M-Mart, Ben notices the cereal aisle and the boxes of Sumo Smack cereal. Meanwhile, Grandpa Max is searching for canned octopus and is complaining about the store’s reputation for their wide variety of foods. Gwen tries to convince him to buy some normal food for her tastes, but Grandpa Max won’t listen. As he walks off, Gwen hears the trademark sound of the Omnitrix, activated again by Ben. She looks to see what Ben is up to, and finds the cereal aisle a mess. A moving box with a voice in it leads her to Ben, in the form of yet another alien. His name is Grey Matter, a tiny alien, yet super-intelligent. When Gwen asks what he is doing, Ben answers her question by telling her that he is looking for the gold Sumo Slammer card. An employee finds her with the huge mess, which then makes her blame it on Ben. The employee mentions that someone will have to pay to make up for the mess.

Grandpa Max wonders why they are buying a large supply of cereal. Ben blames it on Gwen, who in return says that Ben was raiding all the boxes trying to find a piece of cardboard. Grandpa Max points out that his obsession over the cards has gone too far this time, making Ben try to use his earlier heroic actions as a guilt trip. They move on, and he notices a display of the whole collection of Sumo Slammer cards, and walks off to see them. Grandpa Max leads Gwen to the pet department, which she hopes that they are not buying their food there. Ben admires the card. But then a series of earthquakes attracts his attention away. In the entertainment section of the store, Dr. Animo bursts in through the wall of televisions while riding on his mutant frog. He begins looting what he needs, and Ben comes to ask what he is doing. Dr. Animo warns him not to be a hero. With the Omnitrix still recharging, he is forced to take the advice. Dr. Animo then goes off to another section of the store.

While Gwen plays with a hamster at the pet section, Dr. Animo arrives and feels the need to make a few more minions. He turns the hamster in Gwen’s hands and a nearby bird into giants. Ben arrives just as he finishes the process, and Dr. Animo goes off on a rant in what he deserves, and in what he plans to make Washington D.C. “pre-historical.” The hamster then pursues Ben, Gwen and Grandpa Max. It ends up going past Ben and corners Gwen and Grandpa Max. Still unable to transform, Ben improvises with a football and a motored scooter. He attracts the hamster’s attention, and manages to trap it under selves. This angers Dr. Animo, but does nothing about it. He rants about turning D.C. into Washington “B.C.,” and leaves on the giant bird. The giant frog then follows. The store employees offer a reward for their work, which Ben uses to get his gold Sumo Slammer card, but Grandpa Max drags him off to continue his pursuing with Dr. Animo.

In the RV, Grandpa Max comments about how the chase reminds him of the good old days. This confuses Gwen, who believes him to have been a plumber. Grandpa Max just says that he was a good plumber. Ben pouts the entire time and complains by not collecting his reward. As always, Grandpa Max has advice, and answers that being a hero is what is most rewarding. Ben though isn’t convinced.

Gwen pops in to report what she's found out about Dr. Animo. It turns out that he was a veterinary scientist that was doing twisted genetic experiments. He is angry because his work did not win him an award when it should have. Dr. Animo's comments about pre-history lead Ben to a conclusion about where he's probably headed.

They head to the natural history museum. As expected, Dr. Animo is there, continuing his work on his Transmodulator. When he notices them, he goes into another scientific explanation. This one is about the true purpose of his Transmodulator, which is to bring dormant organisms back to life. His speech is lost on his audience, especially on Ben. Realizing this, he makes a visual aid out of a nearby mammoth, reanimating the currently dead creature. He leaves the mammoth to deal with them while he escapes. Ben stays to deal with the mammoth while Gwen and Grandpa Max go after Dr. Animo. To deal with the mammoth, Ben transforms into another alien named Four Arms, a giant, four-armed alien.

As Gwen and Grandpa Max chase Dr. Animo, they are deterred by the giant bird. Using a nearby spear, Gwen knocks it out easily. She comments that Ben isn't the only one with skills. They catch up to Dr. Animo, only at the point where reanimates a T-Rex. For some reason, it may have come back to life, yet several large pieces of its skin are missing. Meanwhile, Ben is still fighting the mammoth. He eventually defeats it after being tossed a few times. As Dr. Animo escapes with his new T-Rex, the bird swoops in to kidnap Gwen. Ben arrives in time to chase it, but is unable to get Gwen back. He tries to take it down, but is shaken off and falls to the street below. He reverts back to normal just after crashing into the street.

As Ben and Grandpa Max look for Gwen, Dr. Animo is on his way to retrieve his in what he says that he truly deserves. He goes through a Sumo Slammer card factory on the way, catching a gold one in the T-Rex's toe. At the same time, the bird perches itself on the Washington Monument, with Gwen still in its clutches. She remembers that she has her cell phone and uses it to call Ben and Grandpa Max. Just before getting the call, Grandpa Max hands Ben a slip of paper that Dr. Animo had dropped during his escape from the museum. It addresses the information about the person that received the award in Dr. Animo’s place -- a man named Dr. Kelly. Ben realizes that this is who Dr. Animo is probably after. Gwen's call then leads and pinpoints them to her location. As she is about to fall, Ben transforms into another form. This one is called Stinkfly, an insectoid alien capable of amazing flight in the air.

With this transformation, Ben is able to save Gwen before she hits the ground. This leaves him hindered, however, since the bird decides to attack him back for the save. He battles the bird, while Grandpa Max heads to the top of the monument. Seeing Grandpa Max at one of the observation window, Ben takes the opportunity to drop her off there. Without the extra weight, he is able to take the bird down easily. Grandpa Max then tells him to follow Dr. Animo.

Meanwhile, at Kelly Industries, Dr. Kelly is leading a group of people on a tour. Dr. Animo arrives on the T-Rex to get his award back, and promptly does so. After giving a short and pointless speech, he has the T-Rex attack Kelly. Ben arrives just in time to save him. The T-Rex uses its tail to smack Ben down to the floor, where he notices a gold Sumo Slammer card. He almost picks it up, but sees that the T-Rex is about to eat Kelly. Like any superhero would, he remembers what Grandpa Max had told him, and realizes that some things are more important than a card. He then ditches the card to save Kelly. After saving Kelly, Dr. Animo tries to use his Transmodulator to blast Ben, but he is too nimble to be hit. Ben then fires from slime from his eyestalks at the T-Rex, causing Dr. Animo to drop the award. Distracted by the destruction of that which he sought, Dr. Animo also loses the Transmodulator to Ben. Ben tosses it to the floor, and it emits a pulse, which changed every creature Dr. Animo had used it on back to normal.

Later on, as the police drag Dr. Animo away, he continues to rant about how the award should be his. The words resonate with Ben's earlier comments, and Ben realizes just how he sounded. He does get Dr. Animo’s Transmodulator as a trophy, though. On reflection, he sees that saving the city really is its own reward. Gwen thanks Ben for rescuing her, and he claims that heroes are supposed to rescue dweebs. This causes the two to call each other names as the episode ends.

The episode begins with Ben taking a swim in a lake at night. He does a cannonball, and he does cheers for his own achievement. Gwen comes by, and he invites her to join him, but she declined his offer. She doesn’t want to come in contact with all strange creatures that might be in the water, citing Ben as a good example. As she heads back to the RV, Ben seems to begin drowning. She hears him, and Ben has been fully-submerged in the water before seeing him after she came to take a look at what’s happening. In his place, a giant slimy monster emerges, scaring Gwen. Afterwards, she does realize on closer inspection that it was merely Ben as Four Arms, covered with plants and slime to create the perfect monster illusion. Gwen storms off to Grandpa Max as Ben takes a good laugh at her expense. Once she is gone, a real monster appears and attacks Ben. A short fight between them results in the monster as the victor. Unable to find it, Ben heads back to the RV to warn Gwen and Grandpa Max. They don’t believe his story, of course, since he has just pulled a similar prank.

The next morning, the three head out to the pier for a fishing trip. Ben talks about his event with the giant monster to Grandpa Max, but he chalks it up to some kind of fish that probably looked larger than it normally was. Upon reaching their boat, Ben spots a bucket of bait, and holds a handful to Gwen, telling her that it is breakfast. Grandpa Max tells her that it is only bait, but she is disgusted and decides to stay on the beach, rather than join them. She leaves, and Grandpa Max gets the captain’s attention, saying that they are ready. His name is Shaw. Grandpa Max then explains that they’ve chartered the boat, but Shaw’s impatience grew and told them to go immediately on board.

On the water, Grandpa Max tries to make small talk with Captain Shaw. He has limited success, though enough to provoke him to notice that Ben is leaning over the edge, guessing that he’s probably seasick. This is not the case, however, for he is merely keeping a close eye for the giant creature he saw. A nearby log with a tub hanging on it tricks his vision, after mistakenly interpreting it as the creature. Grandpa Max tells Ben that their trip is nothing else but a fishing trip, but Shaw backs up Ben’s claim. He says that the creature he saw was called the Krakken. Shaw says that he has been tracking the beast for some time now, which explains his given reputation for being crazy, which doesn’t surprise Grandpa Max. Shaw mentions a place where he’d seen it and offers to take them. Grandpa Max can’t help but accept his offer upon seeing Ben’s delight.

On the way, Shaw shows off his equipment on board made for tracking the Krakken. Grandpa Max tries to convince Ben that Shaw’s reputation is deserved, but he doesn’t agree with him. They then are nearing their destination, though find the area cordoned off. Before Shaw continued on, another boat pulls up beside his. On it, a man named Jonah Melville informs them that the organization Friends of Fish, which he claims he founded, is conducting an environmental study in that section of the lake and needs him to turn around. Shaw doesn’t want to, but Grandpa Max makes him since that boat is currently chartered to him. When Ben mentions the Krakken, Jonah explains it as an old nonsense story. Ben is still not convinced.

As they are escorted back by Jonah, Shaw’s sonar picks up an object heading towards their boat. At first glance, it appears to be a large shark. Shaw and Ben think otherwise, believing it to be the Krakken. Sure enough, it gets closer, and its silhouette shows that it is far too large to be a shark. It passes under their boat, and realize that its target is the docks.

At the docks, Gwen is happy to be by herself. Her enjoyment is then interrupted after Shaw uses the air-horn on his ship to warn those at the docks. Gwen figures that it is another one of Ben’s jokes, but the appearance of the Krakken immediately turned her claim around. The Krakken finally shows itself in daylight, and it is an impressive sea creature. It resembles a dinosaur, and it is a beast of massive detail. The odd thing about it is its mouth, which despite having a row of sharp teeth, and has two mouth-like tongues that it cannot draw back into its mouth. It completely destroys the dock, sending Gwen and many others into the water.

Back on the boat, Shaw gloats over his claim about being right about the Krakken. Grandpa Max sends him back to steer the ship and tells Ben to rescue the people in the water. He quickly gets ready, intending to turn into an alien form he calls Ripjaws. However, it does not turn out this way. Instead, he ends up as XLR8, much to his annoyance. He has no other choice but to use what he has. He begins to swim to Gwen and quickly realizes that he is fast enough to run on water. His speed allows him to save not only Gwen, but also every other person almost in an instant.

On Jonah’s boat, he orders his crew to get moving. The Krakken, which is holding another boat, notices his boat and chases after them. It almost sank their boat, but Ben arrives just in time to scare it away. Ben hops onto their boat, and the Krakken returns to grab a crate marked CANNERY, sitting right on the boat’s deck. Jonah is concerned about the crate, trying to drag it away from the Krakken. At least Ben is onboard to help him out. It leaves, and he questions Jonah for the crate’s importance. Jonah however is evasive about the contents of the crates, saying that it is their lunch. Ben is extremely confused for helping them just for that, but immediately ignores it when the Krakken comes back and uses its tongue to grab the crate. The Omnitrix then signals the ending of his transformation, and immediately leaving Jonah upset. Ben runs as fast as he can back to his boat, but reverts back before making it onboard. Grandpa Max notices Ben and tells Shaw that he is overboard, interrupting his process of aiming a harpoon directly at the Krakken. He gives up, and promises to get it next time.

Later that night, everyone is packing up and leaving. Ben is telling Gwen and Grandpa Max that he and Shaw were right about their sightings. Grandpa Max still thinks that Shaw is crazy and wants Ben to stay away from him. Ben wants to help Shaw catch the monster, but Grandpa Max insists that he should leave it be. Shaw then passes by, insulted by the Friends of Fish for shutting down the whole lake. He insists that it won’t stop him from catching the Krakken.

Later, Gwen and Grandpa Max get ready for sleep. They wonder what is taking Ben so long in the bathroom. Grandpa Max opens the door to check on him, only to discover that he is not there. Instead, he is on Shaw’s boat, which Shaw quickly learns, though he doesn’t seem bothered about it. Upon reaching the spot, Shaw prepares himself to dive in and look for the Krakken himself, calling himself as “live bait”. Ben insists that he should go with him, but Shaw calls his harpoon gun as the only companion he needs. Shaw jumps overboard, and he finds a giant egg in a nest. He studies it, and noticed something behind him. He fires a harpoon, only for the figure to dodge. As it got closer, it was just Ben. Shaw shows Ben the egg and then swims back up.

Back at his boat, Shaw finds an armed speedboat parked right next to his. He boards back onto his boat, and three men in diving gear pull him up to interrogate him. Shaw admits that he saw nothing, including Ben’s presence, so the lead man knocks him out. Upon removing his mask, it turns out to be Jonah. He has his crew drag Shaw on his boat to question him further at the cannery. Ben wants to help, but finds that his Omnitrix is still recharging. Jonah activates a tracking device and tosses it into the water where the nest is. He then throws a bomb onto Shaw’s boat, making Ben’s situation worse. Luckily, after they drive off, the Omnitrix is fully recharged.

Jonah and his men head for the cannery, and they notice something coming. One of them thinks it is a bird. The other thinks it’s a plane. Jonah, however, figures out that it’s a giant bug, more specifically, Ben in his Stinkfly form. Upon seeing Ben, they attempt to shoot him down, but Ben is able to shoot their weapons off with slime. Jonah then begins to release the depth charges attached to the back of his boat. None of them hit Ben, but one explodes large enough to submerge him, rendering his wings useless. Lucky for Ben, a nearby log allows him to get out of the water. As they search for him, Ben hides until his wings can dry. The Krakken shows up at this moment, forcing Jonah to dump Shaw overboard to escape. Ben is able to rescue Shaw before he’s submerged into the water, and avoid being eaten by the Krakken.

Ben heads for dry land, while carrying Shaw with difficulty. To make things worse, the Omnitrix begins to lose power. He gets close enough however, before reverting to reach the awning of the RV. In the RV, Ben explains the reasoning behind the Krakken attacks. Because Jonah had been stealing her eggs, she’s been working hard to protect them. Gwen then finds information on Jonah, and they find out that he hunts rare animals and sells them to the highest bidder. Ben wants to get the eggs back, but Shaw is only focused on capturing the Krakken. He says that he has a spare boat at the docks.

They reach the docks, while Gwen calls the police. Shaw unties the boat, and the other three leave him behind. Shaw becomes annoyed, but quickly spots a simple rowboat to replace it.

At the cannery, Jonah has already retrieved the egg using a roughly human-shaped miniature sub. His henchman is loading it into a large container with a second egg. The trio arrives as he gloats over how much money they're going to make with the eggs. Ben sends Gwen and Grandpa Max up to find the eggs while he stays behind to deal with the poachers. He sets the Omnitrix to a silhouette of a fish-like alien and activates it. This turns him into the alien Ripjaws, an aquatic alien and the perfect underwater predator. The Krakken shows up to retrieve its eggs. The poachers attempt to shoot it off, only to find its skin is too thick to penetrate. They flee, and one is knocked into the water. Jonah heads to the minisub to fight the Krakken, only to have similar luck. Ben hops out of the water to assist in the fight, and it quickly turns into a three-way battle between him, Jonah, and the Krakken.

Inside the cannery, Gwen and Grandpa Max sneak around in an attempt to catch one of the henchmen off-guard. He’s currently picking up a rather large weapon off of a rack. As they sneak in, Grandpa Max makes use of hand signs probably associated with some sort of government training. Meanwhile, the poacher who was in the water climbs back up and finds them. Despite being at gunpoint, Grandpa Max threatens the poacher, asking him if he'd like to do things the easy way, or the hard way. The Krakken's tail pokes through the building at the right moment to provide a distraction, allow Gwen and Grandpa Max to ride on hooks attached to the ceiling. As they pass by the poacher, the Krakken's tail sends him back into the ocean. The second poacher is knocked out through a team effort by Gwen and Grandpa Max.

Ben and Jonah continue to fight over the eggs, dodging attacks from the Krakken as they do. Jonah's minisub proves to be a formidable opponent, possessing several devices meant specifically to be used on aquatic creatures. Ben finally catches a break when they end up at Shaw's sunken boat. By using the anchor, Ben is able to fight Jonah off and eventually removes one of the limbs of his minisub. He then takes the eggs back to the Krakken's nest, appeasing it. Jonah attempts to steal the eggs one last time and the Krakken bites his minisub in half for the attempt. Jonah then attempts to stab the Krakken, only to have his knife break. The Krakken almost devours him, but Ben intervenes and it goes back to its eggs. Ben though, knocks Jonah out and leaves him hanging from some wreckage for the police to find.

Grandpa Max is glad to see Jonah arrested. At the same time, Shaw shows up in his rowboat, claiming to have caught something. On closer inspection, it is Ripjaws that he has captured. As Shaw gloats about what he claims as one of the Krakken’s offspring, Ben reverts back to human form. Grandpa Max points this out, confusing Shaw. The episode ends with a scene showing the Krakken reunited again with its eggs.

The episode starts out at an ice cream shop located in the middle of the desert. We first meet Grandpa Max outside the building, getting some money from an ATM. A large man then comes up behind him and pushes him to the ground, claiming that he needs to make a withdrawal. It also seems that the man has a partner with him nearby. Meanwhile, inside the ice cream shop, Ben and Gwen are looking through the flavors available. Gwen asks if they have non-fat and low sugar ice cream, but the clerk answers with an interesting no. As he turns to Ben to ask what he want, Ben notices what’s going on outside, and readies his Omnitrix.

The large man stabs a hook into the machine. The line has been attached to his truck, which his partner maneuvers. He then orders him to put on the gas. For some reason, it does not cooperate with the man, and Ben reveals the cause of the situation. He merged with the truck as Upgrade, a bio-mechanical alien with a liquid metal body, who has the ability to merge with any technology. Ben then tosses the man out of the truck, and Upgrade returns to his original body form. The larger man notices Ben, and he attempts to attack with the hook, although ending up being slammed onto a nearby telephone pole after Ben catches the hook. He tries to get up, but Grandpa Max was able to stop him just in time. Ben is excited by his victory, and asks what they will do next. Grandpa Max says that they are going to visit Aunt Vera for the weekend, immediately dampening his excitement.

Inside the RV, Gwen comments about Aunt Vera’s choice of residence, saying that she meant to move away from everything. Ben then continues to complain about Grandpa Max’s decision, saying that the visit does not relate to anything fun. Gwen, however, loves to be with Aunt Vera, but Ben just makes it worse by negatively commenting on her claim.

At the retirement community, Aunt Vera is already excited about her nephew and niece coming back to visit her again. She invites her next door neighbor, Marty, to drop by and greet them. He says that he would like to and goes back inside his house. When he sits down to watch TV and eat some snacks, a shadow of a blob appears to be attacking his head.

Ben, Gwen, and Grandpa Max finally arrive at their area. As they drive down the street, Ben still continues to complain about Aunt Vera. He looks out the window, and he notices an old man trying to reach the satellite on the top of the roof. He slides down the roof, and was about to fall down to the ground. But instead of expecting him to lay flat on the ground, he back flips from his roof, and lands feet-first, showing no signs of either minor nor major injuries. Ben tells Gwen what he just saw, but she comments that the heat must be getting on to her head.

They arrive at Aunt Vera’s house, and Ben continues to complain why people have to live at a place where it is so hot. They head to the front door, and Gwen squirts him with a water gun, laughs, and runs right past him. Ben then notices Marty staring out the window, and growls at Ben, cracks his neck, and closes the blinds behind him. Ben thinks that he is just unfriendly. They continue to walk up to her house, and Grandpa Max warns Ben that Aunt Vera loves to pinch cheeks. Sure enough, Ben and Gwen get their cheeks pinched, and tell them to come inside. Marty is then shown still staring from the blinds as they enter Aunt Vera’s home.

Ben still continues to comment, and this time he complains why old people live in smelly houses. For lunch, Aunt Vera had already made a gelatin mold containing pork chops and cauliflower. Grandpa Max finds it to be very appetizing, yet Ben and Gwen find it the opposite way. As they eat, Aunt Vera asks what they have been up to so far this summer. Ben immediately replies by saying that he has been busy fighting aliens and bad guys. Aunt Vera laughs for what she thinks is just Ben’s imagination. Gwen then notices a shelf nearby, and spots a particular item in her interest. It was a stuffed North-American chickadee, and Aunt Vera and Gwen discuss to each other about the bird. Ben, however, has the opportunity to move his food onto Gwen’s plate. As Ben claims to be stuffed, Aunt Vera comes to offer him some candy. Ben reaches for some, but spits it back out, finding it to be revolting. He complains that he doesn’t like coffee, and runs off to the bathroom.

In the bathroom, Ben decides to have some fun in the area. He turns into Ghostfreak, a phantom-like alien who has the ability to become invisible and phase through solid. He sneaks out of the house, but in doing so, Gwen is handed a large shell. She listens to it, and hears a greeting from Ben nearby. Ben comes out of the house and travels around the neighborhood, hoping to find something fun to do. He sees a golf cart, and decides to drive it. Residents nearby are puzzled to see a golf cart shown to drive itself. Ben then smells something in the air, which catches his attention. He follows the trail to find an apple pie, but notices an old lady trying to swat a fly before touching it. She then jumps up to the ceiling, and eats it, making Ben completely shocked by what’s happened. Marty then is shown to be driving a golf cart, carrying something in what appears to be a large, red carpet. The sprinkler on the lawn then starts, and Marty immediately reacts to dodge the water. Ben then decides to see what he is up to.

Marty arrives at a dump for the community, along with Ben following him. Marty grabs the carpet and walks to the gate. His legs grew long, and walked over the gate, instead of opening it. Marty then comes to a dumpster, where it reveals a trap door underneath it. Marty opens the trap door, and Ben turns back into himself. Marty finds Ben to be following him, and Ben was able to get away with the golf cart, however, Marty stretches his arms out reaching for the cart, and tries to pull it back. Ben grabs one of the clubs and chops his hand off, but Marty jumps on top of the cart after. The two battle for the control of the vehicle, until Ben crashes near the front gate. The sprinkler then comes on, and scares him away, leaving Ben with even more questions.

At Aunt Vera’s house, Ben recaps his experience outside with strange old people to Gwen and Grandpa Max. Aunt Vera is asleep at the time, and Gwen points out that she was hurt emotionally when he snuck out of the house. Ben however isn’t concerned about her and continues to talk. He then suggests that he should turn into Four Arms and try to check out Marty’s place. Grandpa Max agrees, but says that he should just stay as a human, and comments about old people are not forgetful all the time.

They enter Marty’s home, and the trio finds nothing. Ben does notice the spot where the rug should have been, but finds no other clue. They head back to Aunt Vera’s house, and Grandpa Max tells Ben and Gwen to get some sleep, promising to Ben that they will continue their investigation on the situation more tomorrow. Meanwhile, as Aunt Vera sleeps, she has been attacked by the same kind of blob that attacked Marty earlier.

The next morning, Ben goes through the refrigerator, only to find bottles of prune juice. As Ben complains, Aunt Vera comes in the kitchen. She asked how they slept, and comes to Ben only to pinch him on the cheeks. Gwen offers her some coffee, and accidentally drops it on the floor. Aunt Vera immediately freaks out, jumps off the floor and braces her legs on the wall to avoid the mess. She orders Gwen to clean it up, and Aunt Vera asks where Grandpa Max has gone to. Gwen explains that he has gone out for an early walk. She then excuses herself and she tells the kids to behave. Once she leaves, Ben accuses her as one of the strange aliens.

Ben and Gwen decide to go sneaking about in the neighborhood. Ben is taking her to the dump where the trapdoor is. Meanwhile, Aunt Vera and Marty are in an alleyway discussing some kind of preparations. They mention pods, which have been marinating the residents of the area. Marty clarifies that the kids may know too much, but Aunt Vera doesn’t seem to be bothered much by it.

Ben and Gwen continue to head for the trap door, and as they walk, they pass by two old women seemingly playing shuffleboard. They see the kids, and the old women hit shuffleboard pieces at them. They avoid the pieces coming right at them, and run, only to find Grandpa Max around a nearby corner. They eventually find out that he is one of them as they try to explain what just happened. He chases them, and they find more old people carrying a car. They toss it to Ben and Gwen, but it misses and hits Grandpa Max instead. Gwen becomes worried, but a greenish blob slides out from under the rubble and reforms back to Grandpa Max’s image, except with one eye replace with a larger green eye.

Ben and Gwen finally arrive at the dump where the trapdoor is located. Gwen attempts to move the dumpster, and Ben transforms into Wildmutt. In this form, he was able to move the dumpster, and tossed it at the aliens pursuing them. They quickly reform back to their figure, but Gwen was able to open the door in time. Ben then picks her up and jumps in.

At the bottom of the trapdoor, Ben and Gwen find a series of underground pathways. They are still being chased by the aliens, so Gwen urges Wildmutt to hurry up. Wildmutt runs farther into the cave, but finds Grandpa Max already ahead of them at the fork of the tunnels. Grandpa Max and Wildmutt battle each other, and Ben was able to win over him. As he was about to finish him, the alien pretends to be Grandpa Max. Ben was caught off-guard and Grandpa Max knocks him away. Gwen then reminds him that he is not their grandfather. He eventually was able to finish him off. Gwen then climbs on her back, and Wildmutt sprints through a slime-covered wall, and reverts back to normal after.

Ben and Gwen find an alien ship with hundreds of green pods surrounding it. Inside the pods are the real residents of the neighborhood, along with their Grandpa Max. Ben goes to Grandpa Max’s pod and frees him. He is released, confused of the current situation. Gwen prepares to free the others, but the aliens catch up to them, telling them to stay away. The aliens unmask their true forms, appearing as tall, greenish blobs, with a pinkish core, and yellow eyes. They are known as the Limax. They come closer to Ben, Gwen and Grandpa Max, and Gwen backs onto a wall, activating a hidden door. Inside their ship, they find many more pods in it. This worries the aliens, and tries to stop them. The Omnitrix has finally recharged. Ben decides to transform into Heat Blast, however, his choice was a mistake. He attacks the aliens, making them merge into one large alien. The heat was the reason for them being there in the first place.

Heat Blast’s powers are useless against the Limax, and his mistake has made him a dummy for them to throw around. While Ben fights, Gwen and Grandpa Max get busy to unload the pods off their ship. The Limax spot what they are doing, and they attack Gwen first. They knock off the backpack she was carrying, and revealed the water gun she used earlier. They back away with fear, revealing their weakness to Gwen. She sprayed them with water once, and a part of them dissolved. Gwen alerts Ben for what she learned, and Heat Blast shoots a fireball to rupture an overhead water pipe. The water above them was dissolving the giant Limax, and before the water harmed them any further, they sneak into their ship and left the planet. This indicated a victory for Ben. Grandpa Max then suggests putting back the residents back to where they belong, but Gwen states it could take quite an amount of time. Ben though gives an idea of transforming into XLR8, to speed up the process.

The next day, the Tennyson family gives their goodbye to Aunt Vera. Gwen receives a gelatin mold containing ingredients that are just as odd as the first mold. Ben was the one who gave the idea. She then finally says goodbye to Ben, and hoped that his visit wasn’t too boring. In fact, Ben says that it was the best. He heads for the RV, she tells him to keep up the good work when fighting aliens. Ben wasn’t quite sure if she’s bluffing, but her laugh reassures him. They leave, and she smiles, hoping for them to come for another visit next time.

They drive down the desert road, and pass by the crater left by the Limax ship. Within the cave, a Limax is seen sneaking around. The episode ends, leaving the mystery unsolved.

The episode starts out in space near Vilgax’s ship. Within the ship, spotlights highlight three different armored mercenaries. The first is Sixsix, who wears purple armor covered with many pockets encasing various weapons, and has a jet-pack on his back. Next is Kraab, a crustacean-like hunter with gold armor. And as his name states, he has a sideways mouth, four-scythe-like legs, and a large, powerful pincher on his left hand. Last is Hoverboard. He has a suit of seemingly impenetrable gray armor. He carries a rifle, and a green hoverboard. He is the most mysterious of the three. Vilgax’s voice comes over in an intercom, announcing the start of their audition. A swarm of robot drones come in to start the fight. First up is Sixsix. With the many weapons in his suit, he makes the short work of most of the robot drones. Kraab then joins the fray next, using his powerful left pincher to dispose the last of them. Then the same robot droid that Ben had fought before shows up. Hoverboard however is the next to fight this one, flying right towards it without thinking about his safety. The robot blasts him, but he is merely affected by it. Hoverboard then smashes through the droid in a single blow. With Vilgax impressed, he offers a reward to the first hunter that retrieves the Omnitrix. He then sends them out to the planet Earth.

In the middle of the desert, Grandpa Max has set up on what seems to be an obstacle course for Ben. He completes the final touches, and Ben transforms to Diamond Head. He tells Diamond Head to think before he should act, and should use some strategy to defeat his opponents. But Ben is unconcerned that brute force is a lot stronger, and more fun. Grandpa Max starts up the course, and Ben starts with some target practice with various cans and targets that pop out. Meanwhile, Gwen is by the RV, sunbathing and applying sunscreen. She calls Ben a show-off. Grandpa Max tells Diamond Head to focus carefully, and continued with the training. Ben feels overconfident by now, which led him to one of the traps set up by Grandpa Max. A tire swing hits him, and throws him off balance, and causes him to fire diamond shards in every direction. Grandpa Max and Gwen were nearly hit, but managed to dodge them. Unfortunately for Gwen, a shard hits her sunscreen, causing it to pour down her head. Diamond Head apologizes for the incident.

In the RV, Gwen continues to chide Ben for nearly turning them into Swiss cheese with his stray shots. He continues to plead for an apology, wondering what else Grandpa Max and Gwen want from him. Grandpa Max eventually answers that Ben should use the Omnitrix more carefully, strategically, and more seriously. Ben does point out that he has defeated quite a number of villains by this point, so he must be doing something right. Gwen then claims that he will screw up one of these times and be beaten, and she hopes to see that to occur. Ben doesn’t believe her of course. Then suddenly, the RV sputters and breaks down.

Back at the obstacle course, the three bounty hunters have successfully traced where the Omnitrix was first activated. They explore the location, and Hoverboard notices a can with a diamond shard on it. Sixsix flies up and takes it with a retractable hook, only to have it ripped off by Hoverboard. They both have a short standoff, eventually resulting with Sixsix backing down and taunted him in a foreign alien language. He then flies off. Kraab then follows, using his four legs to burrow through the sand. Hoverboard then leaves the area, triggering one of Grandpa Max’s traps. In an instant, he fires the targets with his rifle, which also destroyed the whole course as well. He rides his hoverboard and drops the can with the shard behind.

Ben, Gwen, and Grandpa Max find themselves at an abandoned mining town, called Slaterville. According to Gwen’s IntelliMap program on her notebook, it was a town incorporated in the year 1857, after the discovery of silver. It was abandoned after the mine ran out roughly a decade later. Back at the RV, Grandpa Max detects the cause of their breakdown. It seems that one of Ben’s stray shards hit the fuel line. Ben suggests for his help by becoming into an alien, but he insists on doing it himself. With absolutely nothing to do, he decides to check the town out himself. Grandpa Max has Gwen follow him so he doesn’t get into any trouble.

In town, Ben enters an old, abandoned equipment storage building. Gwen calls out to him. Ben then sees an opportunity to prank her. He starts by hiding in the shadows, and uses the Omnitrix to transform to Ghostfreak. While she searches, Ghostfreak passes through her and makes her chill. Ben is amused by his own prank, getting a good laugh as Gwen pretends that he does not scare her. Just then, the ground is pushed up from something burrowing under it. Ben drags Gwen out of the way, and Kraab shows up. Ghostfreak and Kraab confront each other, and insults Kraab of his appearance. He ignores the comment and tells Ben to hand over the Omnitrix. Ghostfreak refuses, and moves his eyes onto his back to ask Gwen what Kraab wants. She obviously points out to him that he wants the watch. He explains to Kraab that it is stuck on his wrist, but he didn’t care. He was hit a few times, and eventually turned invisible.

With Ben invisible, Kraab seems to be at a great disadvantage. Unfortunately, Ben’s attempt to sneak behind him causes Kraab to spray an orange substance, which made his invisibility and intangibility useless. Kraab continues to thrash Ghostfreak around, and Gwen takes back the comment about wanting to see Ben lose a fight. Ben continues the fight, doing just as badly, and end up being blasted into a wall near a car lift. Kraab moves in for the kill, Gwen points out that the lever near him will activate the lift. Ghostfreak activates it and Kraab gets pinned to the ceiling. Ben then reverts back to a human again after doing so. They flee the scene, and Hoverboard is seen watching from the rafters.

At the RV, Ben and Gwen detail the short battle against Kraab to Grandpa Max. Ben still wants to fight back, suggesting that he can turn into Four Arms and turn the crustacean-like hunter into a seafood special, despite the Omnitrix's obvious lack of power. Grandpa Max says there's no time, having completed repairs to the RV. Ben is disappointed as they flee the scene and continue on the road.

On the road, Gwen is on the lookout for Kraab. Ben comments that Kraab won't show up if he knows what's good for him. Kraab doesn't show up, but Sixsix does, cutting a hole in the roof of the RV to get to them. As Sixsix tries to grab Ben, Grandpa Max brakes hard, sending the hunter flying in front of the car. Grandpa Max then tries to run him down. It seems like the attempt works at first, but the RV stops shortly after. They take a quick look outside shows that all the tires have been severely popped. Sixsix is still on the road, uninjured from the earlier attack. As Ben, Gwen, and Grandpa Max flee to a nearby mine, Kraab burrows his way next to Sixsix and attacks him.

Inside the mine, Kraab once again confronts Ben and demands the Omnitrix from him. As he advanced, Grandpa Max steps between them and tossed a nearby chunk of metal at Kraab. His powerful pincer reduces the would-be projectile to shrapnel. Seeing this, the trio runs for their lives with Kraab in hot pursuit. They eventually end up at the center of the mine. With a large canyon in-between them and safety, Gwen asks what they're going to do. Grandpa Max finds a nearby lift and puts the kids in it. He then activates it and jumps into it, just barely reaching it before it's out of range. As it takes them across the canyon, Kraab prepares to cut the wire holding it up. He is stopped by Sixsix, who blasts him and then turns on the lift. As Sixsix pursues them, Grandpa Max comments that they need a plan. With the Omnitrix recharged, Ben decides to forgo the plan in favor of brute force. Grandpa Max points out that that is exactly what the hunters want.

Ben transforms himself into Diamond Head and goes on the attack. He plunges off the car and grabs on Sixsix, and the two plummet into the crater below. They then fly back out under Sixsix's power. As the lift takes Gwen and Grandpa Max to safety, Diamond Head stays behind to deal with the hunters. The action does not go as planned, though. Kraab shows up to join the fight, and Diamond Head turns out to be no match for the two experienced hunters. After knocking Diamond Head out, the two begin to argue over who gets the reward. As the do, a metal ball is tossed beside them. As they stare at it, it releases a gas that renders them unconscious. Hoverboard then shows up, dragging the unconscious Diamond Head out of the mine and back into town.

In town, Hoverboard tosses Diamond Head into some nearby crates, waking him up. With Diamond Head awake, Hoverboard begins to complain about the Omnitrix winding up on a foolhardy youth when there are billions of other people it could have been found by. Diamond Head explains that it won't come off. Hoverboard then explains that the Omnitrix uses alien DNA that binds to the genetic structure of the host, which is why it doesn't come off. As he does, Diamond Head tries to attack him. Hoverboard easily dodges the attack and sends Diamond Head flying. As the two continue to fight, Hoverboard berates Diamond Head on his lack of strategy, all the while dodging every attack. During the extremely one-sided fight, he points out that Diamond Head would have been killed were it not for him, and that an experienced fighter should have defeated the hunters without a problem.

After Diamond Head finally gives up, Hoverboard explains that the Omnitrix is the most powerful weapon in the universe and is the key to an epic battle between good and evil. Diamond Head asks what side Hoverboard is on, to which he replies by pointing out that Diamond Head isn't dead yet. He then says that his mission is to retrieve the Omnitrix. With it attached to Ben, he simply plans to take him with him so it can be removed. Diamond Head refuses to go, but Hoverboard says that he doesn't have a choice. Diamond Head tackles him, saying that it is not, and gets tossed off just as quickly. Hoverboard then starts to point out Ben's inexperience with his current alien form, not even realizing the true strengths and weaknesses it possesses. Diamond Head wonders what makes him such an expert. Hoverboard says nothing, but instead takes off his helmet, showing that he comes from the same race as Diamond Head. When Diamond Head points this out, Hoverboard says that he's a great warrior while Ben is merely an impulsive annoyance. Ben reverts back to human form after this and Hoverboard grabs him. As he searches for his hoverboard, Kraab walks up holding it, having heard the whole exchange. Sixsix follows, carrying both Gwen and Grandpa Max.

Outnumbered two to one, Hoverboard flees with Ben still in hand. Kraab fires at him, but his blasts are absorbed by Hoverboard's armor. He eventually runs into a nearby house. Ben wants to help his family, but Hoverboard points out that he would be quickly overpowered and captured. He then leaves Ben behind and goes to retrieve his hoverboard. Outside, Hoverboard uses a barrage of shards to free Gwen and Grandpa Max. He then dives at Kraab, taking his hoverboard back from the hunter. After a quick flight away from the pair, he dives down and lands on Sixsix. Gwen and Grandpa Max take cover as this happens. As Hoverboard and Sixsix fight, Ben finds that the Omnitrix has recharged. Kraab notices this, and follows him inside the house. Hiding behind a table, Ben gets ready to transform. He then hesitates, remembering the advice that both Grandpa Max and Hoverboard had given him. He eventually settles on one and transforms. Kraab crushes the table, only to find nothing there. In the rafters, Grey Matter is seen sneaking about. He jumps onto Kraab, searching for a nerve cluster in the hunter's armor. He finds it and rips it out, causing the hunter's armor to go haywire and shut down.

Elsewhere, Hoverboard and Sixsix are still fighting. Sixsix eventually gains the upper hand on Hoverboard. Seeing Grey Matter draws his attention, and he attempts to fire a missile at the tiny figure. Grandpa Max hops on his back to stop him. Sixsix throws him off and prepares to slice through his attacker with a buzz saw. This provides enough of a distraction for Grey Matter to hop on his back. Hoverboard complains about the interference, but Grey Matter ignores him and starts pulling nerve clusters in Sixsix's armor, resulting in the same haywire behavior as Kraab. Sixsix's jet-pack fires and takes the two on a short ride, crashing through the supports for a water tower in the process. Sixsix's armor then shuts down and lands near Kraab, giving Grey Matter just enough time to move out of the way of the falling water tower. Kraab comments on his hatred for the planet before getting crushed.

With the hunters defeated, Hoverboard takes out a small cube and tosses it at them. The cube expands and covers them, then contracts, shrinking the hunters along with it. Grey Matter reverts back to human form as Hoverboard pockets the cube. He promises to come back soon. When Ben points out the Omnitrix, Hoverboard says that it's in good hands. He then gives Ben his hoverboard as a gift. Ben is confused, thinking that he needs it to get home. Hoverboard says it was selective disinformation, which Gwen translates for Ben as "lies." Hoverboard then activates a teleporter and disappears. Once he's gone, Gwen asks Ben why he gets all the cool alien stuff. Ben says it fits his style. Gwen sarcastically agrees, and then covers Ben's head in sunscreen, saying that they don't want his big head to get sunburned.

On Vilgax's ship, Vilgax watches as Hoverboard leaves. He's more than annoyed at the betrayal. His subordinate confirms that the mercenaries do not have the Omnitrix. Vilgax figures that whoever possesses the Omnitrix must be as clever as it is fierce, but is not deterred. He insists that he will not be denied. The episode ends on that note.

The episode begins where we meet up with Ben making faces at another kid in another car. They trade silly, stretched-out faces towards each other, including random tongue flapping. Gwen comes along and makes fun of Ben’s faces, although she says that it would be an improvement if his face were to become stuck like that. The kid in the other car then decides to eat his hamburger and shows it all chewed up to Ben, and Ben refers it as the “seafood special.” Ben decides to beat his game by ducking under the table to activate the Omnitrix. He then comes back up as Stinkfly and spreads slime all over the RV window. Instead of continuing the game, the kid is frightened by Stinkfly, as well as his own father, who notices Ben. The kid’s father floors it to get away as fast as possible. Ben is unbelievable amused by his own joke, and rolls around the floor laughing while Gwen chides Ben for taking the prank too far. She then sits down, and Stinkfly sprays slime onto her seat. He says that going too far is impossible, because he claims that funny is just funny. Up front, Grandpa Max notices a situation outside and he tells Ben to come up front. Grandpa Max hits the brakes, and Stinkfly slides to the front. On the road ahead of them, a propane truck has overturned, and the truck driver is stuck inside. To make it worse, a fire is spreading. Grandpa Max explains that the truck will be a “rocket to the moon,” once it is ignited by the fire.

Stinkfly notices that the flames are too hot to get close and wished that he were Heat Blast instead. However, he must use what he has now, and Ben gets an idea. He flies above the wreck, and uses his slime to put out the fire. He then goes on top of the truck and uses his sharp tail to tear the metal off the roof. Ben creates a hole big enough to get the truck driver out, who was screaming until he is back on the ground. Stinkfly says that mucus saves lives, yet the kid from earlier is there. He points out that he is the one who “ate” Ben from earlier. Stinkfly excuses himself and leaves the site before people starts asking him questions.

They continue along the road, and Grandpa Max has a plan for the kids. Gwen notices a sign that reads, “You’ll have a ball with it.” Ben asks Grandpa Max where they’re headed, but he seems to be making it a surprise for them. They finally arrive at their destination, and once they got off the RV, they learn that they are visiting a place called Sparksville, a town that is nothing but exhibits for tourists. The mayor shows up to greet them in a monotonous voice, although it seems that he is an amusement park operator rather than a town mayor. Grandpa Max gives Ben and Gwen their tickets and heads to the motel to check in.

With nothing better to do, the kids decide to go around and start seeing the exhibits. They first visit the jackalope, and the mayor is there, who doubles as the ticket collector. Ben questions him in what he thought he was the mayor, but he replies that he wears the crown and is burdened by many hats. They enter the building, and the mayor makes sure to tell them to mind the signs. Inside, they take pictures of everything, making funny faces as they capture the moments. They take pictures of several different places, including: the front of the jackalope building, an “American Gothic” painting cutout, a planetarium in which an employee is replacing the “sunlight” bulb, a giant house of cards, a giant hot-dog, Ben getting sprayed with ketchup and mustard, Gwen getting a hot-dog tossed at her, Ben wearing jackalope horns and Gwen wearing googly-eye glasses, the world’s largest fish bowl, them sitting on a bench bored, and an “It is this way” sign.

They decide to finish up their day to see the barn containing “It,” and the mayor says that it is the weirdest and wildest thing to ever reach Sparksville. They enter, and different warning signs are shown along the way to it, which each one forbidding any touching, taking pictures, or using electrical devices near it. After all that, they learn that it is just a giant rubber-band ball. The mayor walks up to ponder on what may be inside the giant ball. Ben is skeptical, and he says that it is more than a giant rubber-band ball. The mayor says that they can stay as long as they want, but he recaps to them to mind the signs. Ben and Gwen are annoyed by the rules. So Ben decides to have a little fun and he runs behind the ball to activate the Omnitrix. He picks up the ball as Four Arms, and starts playing with it. Gwen is actually with him this time, laughing at all the various jokes he makes with the ball. Four Arms tosses it from one hand to another, and Gwen warns him to be careful, otherwise he might drop it. Ben though ignored her statement and became confident that he can lift it with one hand, but ends up losing his grip and drops it. Gwen gets out of the way as the ball bounces off the floor and through the roof.

The ball continues to bounce after it left the barn, it knocks over several exhibits and crushes a food cart, and Four Arms was able to slow the ball down, though it knocked over the house of cards before it stopped completely. Gwen smacks Four Arms for ignoring her warning. Ben claims that he can put everything back, but he reverts back to a human. He leans against the giant ball and contemplates the situation, while a small charge from the Omnitrix is drawn into the ball.

At the motel, they work out what they will say to Grandpa Max. Ben says that they should play dumb and not say a word about what they did, though Gwen says that Ben is more experienced at it. Inside the motel room, it appears that the entire room has been turned on its side, including the beds and the door. Grandpa Max comes in to ask how their day went, and Gwen immediately shifted her behavior to be evasive at what just happened. Ben covers her by saying that they had a great time, and he can’t wait to check out their bathroom.

Back at the rubber-band ball, the charge has spread all over the surface. A small electric bolt escapes from it and starts to circle the power lines and exhibits. It then puts a hole through the welcome sign for the town. The bolt then reveals itself to what appears to be a yellow creature. A plus and a minus are on its back, much like a battery, and a lightning bolt is on its chest. Electrical charges can be seen from inside a hole on its head. It is amused by its work, and laughs and takes off.

Ben and Gwen are sleeping, and Grandpa Max remarks that there is something out of place, and wakes them up and causing them to literally fall out of the sideway beds. Gwen immediately assumes that they are in trouble. Ben tells her to continue lying about the incident. Grandpa Max then calls out Benjamin and Gwendolyn, which continues to put more stress onto Gwen.

Outside, the entire place has been trashed, far more than what Ben had caused much earlier. Grandpa Max comments that it looks like a tornado hit the place, and Ben thinks it’s a good thing. Grandpa Max then sparks up his suspicions, but Gwen helps to get rid of them. The mayor comes by to say that he knows who did it, and Grandpa Max opens up his suspicions towards them again. The mayor says that something else did it, which them removed Grandpa Max’s suspicions. Grandpa Max asks him who did it, and the little energy creature appears. It hangs around Ben and Gwen, making silly poses and faces, and pulls Gwen’s shirt over her head. It leaves, and the mayor says that it is a Megawhatt. He says that no one knows where he came from, yet it is living lightning that runs amok. They are normally trapped inside the rubber ball. Gwen says that it might be an alien, but the mayor says that it is just crazy talk.

Near a soda machine, the Megawhatt sees the chance to cause even more trouble. It enters the machine and causes it to fire soda cans. Ben, Gwen, and Grandpa Max dodge the cans, while the mayor continues his explanations, seemingly to be unconcerned of his safety. He says that Megawhatts feeds on electricity, making them more powerful. They also have a dangerous sense of humor. The barrage continues, and the four takes cover from a nearby overturned car. Grandpa Max asks why they would keep such a dangerous object, the mayor says that it would be better if people minded the signs, and Grandpa Max confirms his suspicions to Gwen and Ben. Grandpa Max decides to deal with the problem later, and he asks the mayor how they’ll stop the Megawhatts, though he says that they are the ones who released it, so they need to be the ones to catch it.

The three start looking for the Megawhatt. As they discuss where they might possibly find it, it sneaks up behind Grandpa Max and gives him a wedgie, literally lifting him off the ground. Grandpa Max doesn’t find the pain funny. Ben, in response, activates the Omnitrix and becomes Upgrade. Gwen questions Ben why he became Upgrade, though he only answers that it was a complicated decision. She then pointed out the watch did not let him become the alien he wanted to be.

The Megawhatt lets go of Grandpa Max, and continues to cause havoc on the other exhibits. He makes the world’s largest ketchup bottle to overflow. The top of the bottle then cuts the head off a fake giant chicken. Upgrade rolls up on the rubber ball, and he sends pieces of rubber-band flying in every direction, which causes even more damage. Gwen yells at him, yet the mayor is unintentionally calm, watching all of what is going on. Megawhatts laughs at the damage Upgrade has done, and he fires a positronic blast. It dodges the blast, yet Upgrade is happy to find the new power, which threatened the Megawhatt. It continues to laugh and takes off.

Upgrade chases the Megawhatt, though it proves to be too fast to hit. It stops to make fun of Upgrade, Ben manages to grab it, though ends up being electrocuted. Gwen and Grandpa Max watch, Grandpa Max wonders how to stop the Megawhatt. Upgrade is getting tired of chasing it, and tosses a sewer lid at it. The lid cuts the Megawhatt right in half, though it regenerated into two separate Megawhatt. Upgrade mulls on his less-effective action, and then reverts back to human form. At that moment, Grandpa Max drives a truck carrying the world’s largest thermometer and picks Ben up. The Megawhatts chase him, though they used the thermometer as a ground. The mayor by to a point that the ground the merely a conductor, and they little creatures will find their way back to the surface. Sure enough, they start to come from every power line and telephone line.

The Megawhatts gained a massive amount of energy, and continue to destroy the place. They take the wheels off every car, a transformer, a fire hydrant, and then the world’s largest toothpicks. The toothpicks fall, and everyone runs for cover. The mayor shows his regard to his safety again, sitting on a bench eating popcorn.

The Megawhatts settle on the knocked over jackalope near the motel. After speaking to each other in some incomprehensible language, they take off, and take over the planetarium exhibit, which then walks itself off. Grandpa Max decides to follow it in the RV. He finds that the Megawhatts have gotten to it, and wrote “U AM LAME” on the side, as well as smiley faces drawn all over it. The mayor then says that the Megawhatts are probably headed to the hydroelectric dam to power up, and then use it to cause trouble in other towns. Gwen looks up and sees the world’s largest fish bowl, which then gives both of them an idea.

At the dam, the planetarium is busy trying to smash through the dam. A column of flame then engulfs it. It looks up to see Heat Blast on top of the dam. Heat Blast threatens it, and the planetarium hits the dam again, causing a leak and knocking off Heat Blast over the edge at the same time. Heat Blast descends the dam to the rapidly approaching water, though he was able to create a column of flame under himself to ride it to safety. He is surprised to have learned yet another new ability. He moves to seal the leak, while the planetarium moves to the turbines absorbing the energy.

Near the turbines, a large tarp covering a sphere-shaped object can be seen. As the giant planetarium approaches the turbines, Heat Blast arrives, riding another column of fire. He still needs to get the hang of controlling it though, as it goes out and causes him to crash into a nearby wall. He staggers out, though the planetarium punches him across the dam. Gwen sneaks up behind it and sprays it with a hose to annoy it. As they try to punch her, Heat Blast makes a large fireball, and he was just in time to throw it and smash the structure into rubble. The Megawhatts leave it, and Heat Blast taunts them to attack back. They try to get him, though he disappears in a cloud of smoke. Heat Blast then reappears nearby the tarp, and blows kisses at them. They become so annoyed and attacked recklessly towards him as he enters the tarp. They follow him in, Grandpa Max shows up to pull the tarp off, which revealed the giant bowl to be filled with the Megawhatts inside. Heat Blast finishes it up by melting the top to seal them in. Heat Blast taunts them, and Gwen states that science saved the day. Ben reverts back to a human, and made it more specific that science-fiction helped.

Back at the town, the mayor thanks them for their work in capturing the Megawhatts. Grandpa Max apologies for any problems and setbacks they might have caused, yet the mayor turned their efforts into progress by turning the Megawhatts’ prison into a giant light bulb. He says that everything will be all right, if the people mind the signs. The sign states, “In case of emergency, do not break glass.” They head back to the RV, and Ben says that he is pranked out. Grandpa Max says that there are a time and place for jokes. Ben opens the door to the RV, and a bucket of water falls on top of his head. Grandpa Max then adds on to his previous statement by saying, “Funny is funny, especially when it’s not on you.” Gwen and Grandpa Max laugh at Ben, and the episode ends on that note.

We meet our heroes at a hotel in New York City. Grandpa Max is at the main desk, checking everyone in. As Gwen reads and comments on all the amenities the hotel is offering, Grandpa Max reminds her that they will just stay there for a day. Meanwhile, Ben spots an area where they are featuring a new Sumo Slammer video game. He runs towards the area, yet he is blocked by a security guard at the front. Ben convinces the guard to let him through by saying that he is one of the testers, yet his attempt only falls on deaf ears. He gives up, and Grandpa Max warns him to not get any ideas to sneak in. Ben says that he won’t, but he disobeys him and transforms into Ghostfreak. He passes through the entrance, and plays the game a bit. As Grandpa Max and Gwen were about to enter the elevator, they find Ben nowhere. It was then Ben is back to his normal self, and is caught by the guard.

Ben may have broken the rules, yet Gwen and Grandpa Max end up being kicked out as well. Ben and Grandpa Max get into a big argument to Ben’s inability to obey, along with the misuse of the Omnitrix. Ben is punished, and was removed access to anything related to Sumo Slammers. Grandpa Max walks out of the RV to ask the hotel whether he can get his money back, while Ben fumes with anger. Ben then decides to head off by himself in the city, ignoring Gwen’s warnings of what may happen.

Ben and Gwen eventually end up inside an arcade. Ben tries out one of the games, but the game over appears even before he started. He complains to a nearby employee, but he just tells him to “play at your own risk.” Ben continues to complain, and a nearby teenager agrees with Ben. Ben then makes a joke about the attendant, and the teenager responds with a laugh. As a favor in return, he sends an energy surge with his hand into the machine, causing it to dispense all the tokens that were in it. Ben asks how he did such a thing, and collects some of the tokens. Gwen then finds Ben, and says that it does not belong to them. Ben ignores her statement, and he befriends with the kid, who refers to himself as Kevin. Then a gang of kids comes up around the corner, and the sight of them seems to scare Kevin, and heads off. A third teenager then blocked his exit. Kevin backs up and is grabbed by the others, and then a fourth teen joins the party. Ben offers Kevin help, but the fourth teenager laughs at his statement, and tosses Ben away. Ben is clearly unmatched, so he runs off behind one of the arcade machines, and transforms into XLR8, despite Gwen’s protests.

The four teenagers seem to threaten to hurt Kevin for the destruction of their hangout. Before they started doing anything, XLR8 shows up just in time to stop them, and beat them up at a rapid pace. Outside, Gwen complains to Ben about using his powers for something he is not strongly involved in. Ben says that he is helping a fellow friend, yet Gwen doesn’t really understand. Kevin then shows up, clearly amazed by XLR8’s performance in the arcade. Ben answers that XLR8 is a personal friend, and Kevin offers Ben a wide tour of New York City. Gwen reminds that Grandpa Max will be infuriated, but Ben doesn’t care, and follows Kevin. Gwen walks off and leaves him, not thinking of what may happen.

As they tour New York City, Ben asks Kevin about his unusual power. Kevin says that the power was acquired when he was born. He then explains how it works, and he is able to store and release any type of energy, whenever he wishes. Kevin then offers Ben to show where he lives. Meanwhile, Gwen gets back to the RV, yet to only find Grandpa Max angry and wondering where Ben has gone to. She is reluctant to answer his question.

Kevin leads Ben to his place, which is an abandoned subway station. Televisions are scattered about, along with a vending machine and an arcade machine. Ben then asks why the gang from earlier went in and attacked him, and Kevin explains that he trashed their hangout under the 39th Street Bridge. Kevin then says that he is alone, and he was abandoned by his own parents. It may be an old, underground subway, but Ben likes his way of living, yet Kevin turns to Ben’s situation with his grandfather. Ben explains that he was grounded after sneaking in to play a game that has been unreleased. Kevin hears Ben mention about the Sumo Slammer game, and he seems to know about it. Kevin then gets an idea.

At a storage warehouse near the docks, Kevin uses his power to break in the security door. Upon their entry, Ben notices crates full of copies of the new game, yet kicking the door let the silent alarm go off. Kevin tosses Ben a copy of the game, but tear gas cans have been thrown through the windows. The police have already arrived, and security has surrounded the building. The SWAT team and the helicopters were there also, and Ben and Kevin were caught by them upon their exit. Kevin then heads to a nearby power box and uses it to power up a forklift. He crashes the lift into one of the SWAT members. Ben and Kevin then head for the exit, yet to be discovered by the police. They run back in as the police exit their cars.

They brainstorm solutions on how to get away from their current situation, so Ben decides to use the Omnitrix. He transforms into Stinkfly, and Kevin comments the terrible smell of Stinkfly. Stinkfly agrees to his comment, and quickly flies out the warehouse, with Kevin carried by his legs. They flee, and then the helicopter reinforcements attempt to shoot them down. By flying near the Statue of Liberty, Ben was able to lose them for a while. He was then spotted hanging from under one of the helicopters. The chase is then preceded into the city. Stinkfly flies along traffic, hoping to lose the police. They pass through Grandpa Max’s RV, and spotted by news crew, who was able to get them on live broadcast. Kevin does a quick peace sign to show people before the police get him. Stinkfly then finds a highway bridge and a truck transporting cars. He flies over the truck and under the bridge, which then made the police think that they would end up on the other side. The baffled officers fail to spot a sign of them anywhere, and Kevin and now-human Ben in the back seat of one of the cars.

They hide behind an alley, and Kevin questions Ben about the watch. Ben explains to him how it functions. Kevin asks if he can see all the other alien forms, but Ben replies that it has a mind of its own. Kevin is reluctant to try, but Ben says that it is not that easy, and it cannot be removed. He accepts that, and decides to form an alliance with Ben, and with their combined powers, they should be able to do anything they wish. Ben agrees, and shakes their hands to finalize their agreement. Meanwhile, Grandpa Max is absolutely infuriated over everything that Ben has done in the city so far.

Inside the subway system, Kevin tells Ben to boost him up to a lamp, so he can absorb some of the energy from it. He then walks over to the train track switcher, and uses the obtained energy to activate it. The track switches, and Kevin explains to Ben what will happen. It will cause a collision between a money train and a regular passenger train, and tells Ben to take the cash by using XLR8. Ben immediately is against his plan, and says that hundreds of innocent people will be killed in the process. Kevin however doesn’t show any consideration for those people, so Ben finally decides to stop him, before it is too late. Kevin tosses him into one of the barriers, and Ben decides to use Four Arms to switch the tracks back. For some reason, the Omnitrix transforms him into Heat Blast instead. Ben is annoyed by the unexpected change, but decides to go along with what he has. Ben threatens Kevin to stay away, otherwise he’ll be burned. Kevin doesn’t show any fear, and absorbs the energy from the switcher to turn off all the lights, and darkened the entire section of the subway station.

Heat Blast is surrounded in darkness, and looks around for any suspicions. Kevin then appears and hops on his back, absorbing Heat Blast’s energy. It gives Kevin quite a bit of pain, and the force tosses him off of Heat Blast. When Heat Blast goes to check on him, he is attacked by a fireball. Kevin emerges from the darkness with half of his body transformed into a look alike of Heat Blast. Heat Blast tries to take Kevin down, yet he seems to be a more formidable opponent to defeat, yet Heat Blast is unable to touch him. The two trains then arrive, forcing Heat Blast to change his priorities. He melts the switcher, and stops the trains from collision. He was nearly hit by one of them, but he managed to lift himself onto the roof before he was run over. The train takes Heat Blast away, and Kevin decides that it is time to seek revenge using his newfound power.

Heat Blast is having a difficult time hanging on. He bounces from car to car, and manages to burn a hole in the roof to grip on. Meanwhile, Grandpa Max and Gwen learn of his escape in the subway when reports of fires have been breaking out of the tunnel. Grandpa Max does a U-Turn and heads for the subway.

Back on the train, Ben reverts back to normal as the train leaves the tunnel. Grandpa Max spots Ben on top of the train car, and honks at him. He opens up the awning for Ben, and jumps onto it just in time just as the train passes through the gate. Gwen compliments Grandpa Max for catching him.

Inside the RV, Grandpa Max discusses with Ben once again for not obeying. Nothing should have happened if he listened in the first place. Ben doesn’t seem to care about it at the moment, and shifts to a concern of Kevin, who is on the loose using Heat Blast’s powers for misuse. Grandpa Max believes Ben’s story, and asks for his whereabouts. Ben remembers that Kevin commented about the hangout under the 39th Street Bridge earlier, and says that he is probably there. Ben decides to continue on as Stinkfly, but the Omnitrix malfunctions yet again and transforms him into Four Arms. He complains about how it reacts now, and heads off.

At the 39th Street Bridge, Kevin is at the gang’s hideout with his new powers. They are all trapped under a large pipe, and Kevin laughs at their weakness, but immediately loses his powers. Four Arms arrives just in time to explain why the power left him. Kevin then says that he’ll get more from Ben. Ben disagrees to his claim, so Kevin threatens to electrocute the gang instead. Four Arms decides to help them, and Kevin grabs onto him to absorb his power. This turns Kevin into a menacing six-armed alien monster. Only two of the arms are the same size as Four Arms, and has 4-eyes, but with one of them as a normal one.

They start their fight, but Kevin seems to be doing better than Ben. Gwen and Grandpa Max arrive, and they come down to rescue the gang and ordered them to run to safety. During all of that, the Omnitrix signals its time up and Ben manages to use up the rest of his time as Four Arms and tossed him into the bridge pillar. Kevin begs for mercy and convinces Ben that he has changed, but as Ben walks close enough, Kevin seemed to be acting, and he grabs Ben by his arm to try to take the Omnitrix off his wrist. Something odd happens. A pulse was released by the Omnitrix, knocking Kevin into several more pillars, along with Ben knocked away in the opposite direction, but with Grandpa Max catching him. The damage done to the columns made the whole bridge to collapse, and Kevin finds that his powers are gone. Kevin runs off, and Ben is relived that that’s over.

Back in the RV, Ben apologizes for all the trouble he caused. Grandpa Max accepts his forgiveness, yet he says that his trust will have to be earned back. Ben puts his head down to realize what he has done, and Gwen is silent for what she feels about Ben.

Meanwhile, in the subway, Kevin is seen testing his powers. It seems that the pulse from the Omnitrix permanently gave him Heat Blast's powers, as he lights his hand on fire without transforming it. Kevin laughs maniacally, and he may have something in mind. The episode then ends on that note.

The episode plot starts out on Vilgax’s ship. Inside, Vilgax’s robotic lieutenant announces that he has launched two improved versions of their robot drones, to track down the Omnitrix. Vilgax however, doesn’t seem to be confident that the drones will be able to take the Omnitrix, because he believes the current holder is someone who is knowledgeable and dangerous, and can take on many opponents at once.

Ben is shopping around a grocery store. He is hungry, so he grabs a box of cookies from a section and doesn’t think that the tower of boxes would collapse onto Gwen’s head. Gwen in return, gives Ben a sarcastic comment and gets up.

Grandpa Max is outside cleaning the RV’s windows. He spots the phrase “WASH ME,” written on one of the windows, and he comments on Ben’s artistic talent. Ben agrees with Grandpa Max. Just then, a laser blast takes out the back of an armored truck. Gwen is the first to comment, and she said that that is their statement.

The dust settles, and three figures appear. They all appear to dress the same way, and have a mask on to hide their identities. They are also heavily armed. The leader of the gang turns to Grandpa Max, and in a female voice, she asks what Grandpa Max is looking at. She aims her rifle straight at him. Before they were all shot, Grandpa Max pushes the kids out of the way just in time, though it hits the pillar behind him, and destroyed most of it. Ben is concerned for his grandfather’s safety, so he decides to use the Omnitrix.

Meanwhile, the gang is unloading the loot from the armored car they shot earlier, and Four Arms shows up to deal with them. He creates a fissure by slamming into the ground, and all three of them are knocked off. Four Arms tells Gwen and Grandpa Max to run, the driver of the armored car walks out. Ben asks him if he is OK, but he just screams and runs away. Four Arms is distracted here for a moment, and end up being shot by one of the gang members. Four Arms was knocked back to a pillar near a gas pump, and a blast follows after, engulfing Ben inside flames. He comes out of the flames, and continues his fight between the gang. Four Arms finds that the gang members are women, and he expresses his feelings towards them. He is distracted by this, and the leader comes from the back and blasts him. Though the name is unmentioned, her name is Joey, and Gwen yells at Ben to clobber her.

Joey levels her rifle at Four Arms, and then Vilgax’s drones show up suddenly to join the fight. They fire at Four Arms, and Joey’s gang members decide that they should leave. Joey becomes annoyed. As Four Arms continues his problem with the drones, Joey prepares her gun to blast him, but misses because Grandpa Max noticed on what she was about to do. The tire Grandpa Max threw to her made the blast miss Ben, but hits the roof above Grandpa Max, and the debris completely covers up Grandpa Max. Ben and Gwen immediately become aware of his condition, and Four Arms tries to finish up his fight between the drones by smashing them together. Four Arms goes over to Grandpa Max and Gwen, and Gwen attempts to call 9-1-1, though Ben insisted on his method, saying that the hospital is nearby. He grabs them, and hops away to the hospital, leaving Joey alone.

Joey wakes up, and spots the drones that Vilgax sent. With curiosity, she pulls the top dome from one of them, but an attachment is put onto her neck. It then injected her with something, causing her to somehow transform. The police arrive to take her away, though she explains that she has done her time in jail. She uses her built in cannons to blow them off, and she grabs the cash and comments on the new abilities she has been entrusted.

At the hospital, the doctor explains their grandfather’s condition to the kids. He had a concussion, a broken leg, and several lacerations, and Ben asks if he will be OK. Rest assured, the doctor says he will recover in no time. He then asks how he got hurt, and Ben says that he was hit by a bumper that was sent flying when one of the robot drones shot the car. The doctor immediately thinks that Ben is just using his imagination.

Back on Vilgax’s ship, the robotic lieutenant reports to Vilgax that the drones have been destroyed, and Vilgax orders him to send more. The robotic lieutenant explains that they probably don’t need to, because one of them seemed to have found a formidable host, and it is currently on the move. Vilgax thinks that the one head might be better than two in his case of obtaining the Omnitrix.

Back on Earth, explosions seem to be going off inside a jewelry store. Rojo is robbing the place, but she finds out the jewelry disintegrates in her hands. She is annoyed that the jewelry seems to be fake stuff, and comes to a nearby clerk, appearing to have nearly harmed her. She is then interrupted by a brief period of a headache, and Vilgax appears in front of her. He tells her that she serves him, though she does not like the idea. Her mind is then positioned into an empty space, where Vilgax fully describes her newfound form. In return, he wants the device he describes to her as the Omnitrix, and it seems that Vilgax has succeeded in getting her in his side.

Back at the hospital, Ben is still worried about Grandpa Max. Gwen however seems to be more worried that Ben lost to a bunch of girls. Ben says that heroes don’t hit females, and Gwen uses the opportunity to hit him in the arm. Ben hits her back, and Gwen thought he said that heroes don’t hit girls. He answers by saying that he isn’t in hero mode at the moment. Ben heads out into the hall, and thinks of ways of how to help his grandpa. He suggests that he uses the Omnitrix, but Gwen seems to dislike the idea. Ben eventually activates the Omnitrix, and Rojo pinpoints his location. She crashes through the hospital window, and she demands that he is to hand the Omnitrix to her. Ben tells her to come get it, and Gwen and Ben run away from her. Rojo attempts to blast them from behind, and Ben finds a staircase, in which they use to get away.

During the run down the stairs, Gwen recognizes that Rojo is Joey from before. Ben realized it too, though they don’t have time to discuss about it. They make it to the bottom, but Rojo takes a shortcut by jumping straight down. Outside in the parking lot, Ben and Gwen hide behind some ambulances. Rojo then decides to lure them out of hiding by starting a rock slide. Ben decides to turn to Four Arms, but he ends up as Heat Blast. Thinking that the fire would melt the rocks, but it made the situation even worse. He changes tactics and melts the ambulances to stop the rock slide, but it heads down to a bridge construction site, where the workers are busy working on it. Heat Blast just hates it when Gwen points out something, and ends up right. The people in the bridge notice the rocks and scatter to avoid them. Rojo attempts to stop him, but Ben destroys the bridge, leaving the city safe from harm. Now that that’s over, he is free to focus on Rojo.

Rojo then grabs Ben and tosses him into a truck filled with sand. She blasts the truck, taking out an oil truck in the process. Heat Blast emerges from the rubble, appearing to be unharmed. Heat Blast then taunts her. She tries to attack him, but he dodges, and Heat Blast appears at the other side. He snaps his fingers, and the fire follows a trail of oil, where it eventually ends up at Rojo’s location. Heat Blast leaves, thinking that he finished the job.

At the hospital, Grandpa Max has been moved to a new room. Ben blames himself for being the cause of all this, since none of this would happen if he never found the Omnitrix. Gwen points out that he can’t remove it, and there is nothing that they can do.

Rojo recovers from the earlier attack, and scares innocent people away. Once they’ve left, Vilgax brings her mind into the empty space again, demanding to know if she got the Omnitrix. She admits her failure, and she was not mentioned that she would be fighting a superhero. Vilgax is angered, and he insists that she should get it. He threatens to end her life, if she does not do so.

Gwen and Grandpa Max are sleeping. Ben leaves a note on the bed, saying that it would be for the best. He runs off, and ends up at a park. A kid and his grandfather are there, and strangely enough, they are spending the summer with each other, like he and Grandpa Max are. It makes it obvious that Rojo is responsible. Ben gets up to go and confront her.

Gwen wakes up to find Ben gone, and she sees the note. She reads it aloud, explaining Ben’s decision in leaving them. Grandpa Max wakes up and asks what’s wrong, and looks at the television. The same report comes up, and they both know that Ben is gone. Gwen decides to go and help, and Grandpa Max insists that he should come along too. Gwen can’t argue his statement, so she decides to lower his bed so that he can’t get up.

Outside, some EMTs are called to the police academy. Gwen is hiding in the back. Rojo seems to be busy destroying everything in sight. Ben shows up as XLR8, and starts to fight her. She grabs him and kicks him into a car. She explains her purpose for her chasing him. She refers to Vilgax as “he,” and XLR8 is confused. He stops thinking about it, and continues to fight Rojo. As they face off, a tanker comes up and aims at them. Before XLR8 was shot, he distances himself from their sight, and shoots Rojo instead. It then moves towards XLR8, but Rojo picks it up and tosses it at him. It appears that he may have been hit, but Ben shows up behind her. He delivers several blows, and she is sent flying into the air. She then counterattacks with her cannon and XLR8 is sent flying. The paramedics show up, and Gwen along in it. XLR8 quickly grabs her and runs into an alley.

In the alley, Gwen berates XLR8 for trying to ditch them. He reverts back to Ben at this point. Rojo then is heard flying towards them and Ben cuts the conversation and run away. Rojo catches up to them, and shoots them, but none hit. Ben insists that he running away is his choice, and he should be the one to be dealing with problems, in regards to the current situation. They then end up to a gym.

In the gym, Gwen gets a call on her cell phone, and it seems to be for Ben. Grandpa Max is on the other end of the line, but the first part of the conversation goes unheard. Ben mentions the situation they're in, Grandpa Max tells him to stop trying to fight Rojo on the outside and try to stop her from within. It gives Ben an idea, which Gwen makes sure to point out as more evidence that he can't just leave them. Ben activates the Omnitrix, alerting Rojo to his location. She begins blasting holes through the roof, and Ben transforms into Upgrade. Rojo searches the building, and Upgrade jumps on top of her and merges with the robotic parts. When he does, his mind ends up in the same empty space in which Vilgax and Rojo had spoken before.

In the empty space, Vilgax tells Upgrade to be very afraid, going through the typical villain speech about retrieving what is his and destroying Upgrade for taking it. Upgrade says nothing during the entire exchange. Vilgax then seems to swallow Upgrade whole.

Rojo is able to peel Upgrade from herself. Upgrade is both weary and disoriented from the experience, as is Rojo. When they get their bearings, Rojo tries to blast Upgrade. He dodges the attack and merges with some weight lifting equipment and attacks her. She manages to get away and falls onto a treadmill. Upgrade then merges with that, causing it to throw her into the weight lifting equipment. Once she recovers, she begins blasting away at Upgrade, hitting much of the foundation in the process. The police show up during this. Gwen tells them to duck just before a laser blast hits them. Once they avoid it, they begin firing on Rojo. Upgrade tackles her and merges with her again, this time shorting out all the robotic parts on her. When he finally gets up, the pieces crumble off of her, leaving her as regular Joey. Joey is surprised by this, trying to convince Upgrade that's she not a bad person, and says that she is just a girl. As she picks up her laser gun and points it at Ben. Gwen runs up and kicks her, echoing Joey's earlier statement. Upgrade then carries Joey out as the building collapses around them. He leaves her with the police and takes off with Gwen.

Grandpa Max is released from the hospital, and he is glad to be getting back on the road. They head to the RV, and Gwen questions Ben on his experience with Rojo. He explains the experience to her, and mentions that he met someone who told him to be afraid. Grandpa Max immediately responds by having a dour expression on his face, leading Ben thinking that he is afraid. Grandpa Max says that they will be all right, as long as they stick together. Ben and Gwen enter the RV, and Grandpa Max looks up at the sky, where he suspects a certain someone. Vilgax is patiently waiting in his regeneration tank, and the episode ends on that note.

At the hospital, Grandpa Max has been released. He's glad to be able to get back on the road. As they head to the RV, Gwen questions Ben on his experience with Rojo. He relates the experience to her, being sure to mention the part about how he should be afraid. Grandpa Max has a dour expression on his face, leading Ben to think that he is afraid. Grandpa Max quickly reassures him, saying they'll be fine as long as they stick together. This works for both Ben and Gwen. As they enter the RV, Grandpa Max looks into space, where Vilgax is waiting in his regeneration tank.

Two criminals appear to be boarding a small boat nearby a circus at the docks, and they are discussing about their recent robbery at a yacht. As the second criminal climbs in, the first criminal notices bubble by the side of their boat. With curiosity, he peers over to investigate, and two green eyes leer at him. Ripjaws’ hand then reaches out to the criminal and drags him into the water. The second criminal goes to investigate on the disappearance of his partner, and Ripjaws pops out of the water. He appears to be scared of Ripjaws, so he climbs back onto the pier and begins running. Ripjaws follows him along from the edge.

When the criminal stops at a nearby hot dog cart, he looks around to see if he’s lost him. Ripjaws then jumps out from the water, and he backs up the criminal closer and closer to the hot dog cart. He bangs onto the cart, and tips it over, only causing to pour the oil out of the tank and surround Ripjaws. An electric wire suddenly ignites it, and flames surround Ripjaws, quickly drying his over-sensitive body. Ripjaws gasps for air, but he luckily found out that the deck was made out of something he can break with ease. He punches through it and falls into the water. Before the criminal gets away, Ripjaws comes back up again in front of the criminal, and grabs him in his jaw. He then tosses the criminal into a nearby Knock-Over-the-Can game attraction, knocking over all the cans. When the police finally arrive, the officers credit him to be all right for a circus freak, though he objects to the term, and corrects him by saying that he is a superhero. Ripjaws then jumps into the water and the officer comments that Ripjaws looks like a freak to him.

In the RV, Gwen notices a sign that reads “Zombozo’s Traveling Circus of Laughs.” Immediately, her excitement comes into play, and she wants to go. Grandpa Max as well says that he wants to go, saying that he hasn’t been to a circus since he was a little kid. Ben, however, dislikes the idea, and says that the circus is only for little kids. Gwen points out to Ben that he is a kid. He immediately changes plans, and he pretends to be tired. Grandpa Max says that it is only eleven o’clock in the afternoon, but Ben clearly expresses that he is not satisfied about this.

Ben looks at the various pictures of Zombozo scattered about. Grandpa Max mentions that it looks like the whole town came to see the circus. Ben then gets an idea and he tries to convince that the circus is probably sold out of tickets, and just head on. But before Grandpa Max responds to his request, they find themselves in front of a freak show. The ringmaster is there, and he is introducing various circus freaks. The first is referred to as Thumbskull, and as his name suggests, his head is shaped much like a thumb. He also features incredible strength, and he demonstrates by bending a metal bar. Frightwig is next in the team. She has five orange tentacles that make her just as strong as Thumbskull. She demonstrates the strength of her hair by catching the tossed metal bar by Thumbskull and bend it even more. She then places it in a nearby anvil. The last of the group is referred to as Acid Breath. Like his name suggests, he breathes out a corrosive vapor. He demonstrates by melting the bar into a greenish liquid.

While the show is in session, Ben decides to sneak off. He then spots a tent marked “Keep Out”, but he decides to look inside anyway. Zombozo is inside, and Ben eavesdrops on what he is talking about. He says to himself that his show will “knock them dead.” His appearance is just like what any clown should look like, though only creepier and scarier. His nose is blue, he has rotted teeth, and he has strange bluish orbs on his coat, as well as a large one in his hat. He then shows his tongue to be pointed, and it is far longer than normal. Ben is quickly scared, and he runs into Gwen along the way. He screams, but realizes that it is just her. She questions Ben for his strange behavior. Ben just answers that he is not scared of anything. Grandpa Max then says that the show is about to start.

Inside the big tent, the ringmaster introduces Zombozo. He arrives in a clown car, and it is unbelievable how he is able to fit in. The audience laughs, but Ben is scared, feeling uncomfortable for being there. Zombozo leaves the car, and the car drives itself away. It then reaches the end of the ring, which then turns around and acts like a bull. Zombozo pulls out a red cape to attract it. The car then drives up to the cape, but disappears mysteriously in a puff of smoke and confetti. The audience continues to enjoy his act, and Zombozo then reveals a large machine behind him with blue orbs in the front of it. He powers up the machine, and the orbs glow. Ben finally decides that he’s had it, and he excuses himself to go out and buy some popcorn. Grandpa Max asks Gwen what is wrong with Ben, but she says that she stopped trying to figure out his problem. Ben leaves, and Zombozo continues to joke around to keep people laughing. He says that everyone will “die” from laughter, and he guarantees that. He then says that he needs a volunteer, and he looks at Gwen. Zombozo comments that Gwen is full of like, but not for long.

Outside the tent, Ben says that there is nothing funny about clowns. Ben then hears glass breaking nearby. He decides to investigate, and he finds the same three freaks from the circus robbing the town. Thumbskull is robbing a jewelry store, Acid Breath melts through a car and steals the radio, and Frightwig uses her hair to tear-off the ATM machine from the wall. Ben decides to stop them, and he transforms into Wildmutt. Thumbskull then sees him, and acts as if though he’s just an ordinary dog. Wildmutt mutters something incomprehensibly and attacks him. He manages to take down Thumbskull, and now goes after Acid Breath. Frightwig manages to grab Wildmutt, though she only ends up being dragged. Wildmutt stops nearby Zombozo’s clown car, which found its way onto the street. Wildmutt tears the top open, and various stolen goods come out. Acid Breath tries to go after him again, and he breathes out the corrosive vapor straight at Wildmutt. Wildmutt was able to dodge it and ends up melting the clown car instead. Wildmutt knocks down the three once more, and Acid Breath has had it. He tells Thumbskull to get the boss.

Outside the tent, Ben says there's nothing funny about clowns. He then hears glass breaking. When he goes to investigate, he finds the three freaks robbing the town. Thumbskull is robbing a jewelry store, Acid Breath uses his ability to melt through a car and steal the radio, and Frightwig rips an ATM from the wall it's attached to. Ben says that it's time to play fetch and turns into Wildmutt. Upon seeing Wildmutt, Thumbskull tries to calm him down by saying "good doggy." Wildmutt mutters something incomprehensible and attacks him. Once Thumbskull is down, he tackles Acid Breath. Frightwig manages to grab Wildmutt, but just gets herself dragged a short distance. Wildmutt eventually stops at Zombozo's clown car, which has found its way onto the street. He rips open the top, causing money and various stolen goods to pop out. Acid Breath is annoyed by this and rallies his comrades, breathing corrosive vapor at Wildmutt as he does. Wildmutt dodges the attack, causing it to melt the clown car. He then knocks down all three once more. As Wildmutt advances on Frightwig, Acid Breath tells Thumbskull to go get the boss.

Everyone continues to laugh at Zombozo at the circus tent. This time, the machine he activated recently is now attached on his back with a tube. He says laughter is the best medicine, but in this case: for him. Thumbskull then arrives shortly after asking for his help. Zombozo scolds him on bothering him while he’s eating. Thumbskull then tells him that they just ran into some trouble.

The battle continues between Wildmutt and the freaks, but he has already pinned both Acid Breath and Frightwig. Zombozo arrives shortly after, and this forced Wildmutt to let go. He jokes on Wildmutt’s appearance, and then Zombozo gives him a quick beating, which sends him back into a nearby tower. Instead of fighting back, Wildmutt hides behind one of the supports in fear. Zombozo points out Wildmutt’s cowardliness, but his minions don’t really respond to this due to their previous beatings. He then orders his minions to bring the tower down on Wildmutt to end this. Wildmutt continues to cower in fear, not taking any consideration on any injures he may take. They head back to the circus when the tower was fully brought down. The Omnitrix then starts to do the deactivation process once they have left the area. Without any injures or scrapes, Ben crawls out of the rubble, relieved.

Those at the show are now walking around, as they chuckle to themselves. Grandpa Max is sitting at the steps, doing the same thing. Ben spots him and asks where the circus went, which now reveals that they are where the tent used to be. Grandpa Max seems to be disoriented and doesn’t give a straight answer. Ben then realizes that Gwen is missing. Little does he know that Zombozo has kidnapped Gwen, and along with a few other people from the circus. They are held inside a truck as it drives down a mountain road. All of them are laughing mindlessly.

A disoriented Grandpa Max is driving the RV on the same road, in hopes of catching up with Zombozo. Ben tries to act brave, though his voice betrays his fear. Grandpa Max asks what seems to bother him, so Ben admits his fear of clowns. Grandpa Max says that everyone has a specific fear. Grandpa Max says that he once had a phobia on heights, and he got over it by climbing a water tower. Grandpa Max appears to become weaker, and collapses after his point to Ben. Ben is then forced to take the wheel to prevent them from a crash. Lucky for them, they aren’t very far above the ground, so the RV lands without trouble. With the RV now off the road, Ben takes an attempt to dodge trees in front of them. He then sees the cliff nearby in front of them, and with panic, he tries to stop the RV by using the RV’s awning as anchors to stop it. The awnings of the RV as anchors fail miserably. With a quick reflex, Ben turns the wheel and hits the brakes, and the RV stops just before they fall off the edge. The RV stops, and Ben takes a quick check on Grandpa Max. He then explains that he’s very sad. Ben asks what happened to the big tent they were in, and Grandpa Max has a flashback of the event. He remembers that everyone continued to laugh at Zombozo, and laughing spirits were taken from each person and taken into Zombozo’s machine. Zombozo explains that the laughter fed his soul. Grandpa Max then says that Zombozo has the ability to steal happiness. Ben then realizes immediately that Zombozo must have Gwen with him.

At the new location of the circus, the freaks set up. Ben watches them from behind some cargo boxes. He turns around, and gets startled by one of Zombozo’s posters, which then causes him to knock over a box. The three freaks catch his attention. They approach while Ben tries to activate his Omnitrix. For some unknown reason, it does not want to operate and be able to be pushed down. Ben continues to argue with the Omnitrix, and the freaks start their attack. But they find Ben nowhere to be found after melting the stack of boxes down. In another stack, the flash of the Omnitrix being activated is seen, while Thumbskull notices and decides to take a gander. Upgrade appears, merged already to an automatic ball-thrower. Thumbskull attempts to attack him, but Upgrade uses the machine to shoot baseballs to knock him out. He then goes after Frightwig, though her quick reflexes and tentacle hair allow her to block off the baseballs. Ben though was finally able to take her down and tie her hair up, while knocking her out with another ball. Acid Breath then attempts to melt him with a stream of acid. Upgrade just asks if his mother ever told him that it is impolite to spit. Upgrade fires a baseball right into his mouth, and then he finishes him off with a barrage. All three freaks are down, and Ben decides to head for Zombozo. He reassures that there should be nothing to be afraid of, and then he reverts back to normal form. He is annoyed by the Omnitrix, then he continues into the tent, and a house of mirrors is held within. His reflection scares him, though he chides himself.

Inside, Zombozo taunts Ben as he wanders deeper into the tent. Ben starts seeing things, while Zombozo questions Ben for how he defeated his minions. Zombozo says that he’s not quite sure where Ben’s aliens came from, yet he knows that Ben is responsible. Ben is then thrown into a nightmare, in which it starts where he falls into a giant spider web. Zombozo as a spider crawls up to him and insists him to laugh, and then he cuts the web to make him fall into the big top ring, where he meets with the real Zombozo. His gems on his coat can be seen clearly with laughing spirits, and the one on his hat shows Gwen imprisoned, only appearing to be withered and covered in flame. Zombozo says that Ben is afraid, and Ben asks what he wants. He decides to show him instead. He reveals his machine from before, and a tube connects to Zombozo. He says that the machine is called the Psyclown, in which he plans to use to drain happiness from everyone he shows his act to. Ben asks Zombozo what he did to Gwen. He jokes that she ran away with the circus, and a spotlight shines upon her. Her appearance seems to look just as withered as her spirit in Zombozo’s orb, being barely able to laugh. Ben is angered for what he’s done to her, and activates the Omnitrix to turn into Ghostfreak.

Zombozo is surprised, though he seems to be unconcerned. Ghostfreak then starts to beat him up. As he fights, Ghostfreak explains that his fear of clown is nothing compared to the fear of losing his own family. Zombozo seems to be no match for Ghostfreak, at the point where his orb is broken on the Psyclown, and all the sucked happiness within is released. Zombozo climbs out, and he attempts to ward off Ghostfreak, though his voice reveals a fear towards him. Ghostfreak offers Zombozo if he wants to see something really scary. He grabs the skin in front of him and pulls it back, revealing a mass of his insides within him. Whatever it was, it left Zombozo cowering in fear. He begs for mercy, though Ghostfreak responds to scare him off completely. He says, “BOO!” and Zombozo explodes in a puff of smoke and confetti. Ben in return says that he even scares himself.

Ben reverts back to normal, and he goes to check on Gwen. She's tired and has no memory of what happened, only asking where the popcorn is that Ben had gone to get earlier.

In the RV, Grandpa Max congratulates Ben on conquering his fear. Gwen tries to scare him with a clown mask, but it looks like it has no effect on him. After Ben says that it's a good look for her, she just says that he's no fun anymore and walks off. Ben is glad that he’s overcome his fear.

The episode starts in a witchcraft museum. Ben is looking through a tribal mask while Gwen and Grandpa Max are with an old, female tour guide. The guide is describing a book in a display case called the Archamada Book of Spells, said to contain ancient spells and rituals dating back to the 16th century. As the guide explains this, Gwen echoes her word for word. The guide says that maybe Gwen should work at the museum. After she walks off, Ben makes Gwen feel better by saying that she is probably older than the book itself and makes a face to illustrate that fact. Gwen laughs at this. All of a sudden, everyone is suddenly lifted off the ground and pinned to the ceiling. Grandpa Max makes the obvious observation that this isn't part of the tour. From a window, a stream of red smoke passes through and materializes into a man wearing a red and black robe. He carries a staff with a bird's head and a necklace with several charms on it. As he breaks the bookcase with a spell and calls the book to him, he says that all of its power will soon be his. With Hex focused on the book, Ben prepares to activate the Omnitrix. Before he can do so, however, the man cancels whatever force was pinning them to the ceiling, causing them to plummet uncontrollably. Luckily, Ben is able to transform into XLR8 and get ahead of them. He ties off a large hanging banner to act as the slide, catching everyone before they end up on the ground. He orders them all to go outside. Grandpa Max warns him to be careful, since he doesn't know what the magician could be capable of.

Running off to fight the magician, XLR8 finds that he is quite dangerous. The magician's name is Hex, but this is never mentioned aloud. By speaking a few words, Hex is able to light the banner on fire and have it chase XLR8. He also fires a barrage of crystals at XLR8. Neither succeeds in stopping him. When XLR8 tries to face Hex head on, he is met with a bright light from Hex's staff, causing him to slide by and slam into some cases on the wall. As Hex turns to finish him off, he is hit with a couple of trashcans. Gwen and Grandpa Max are the source of them, though they regret doing so in hindsight. He uses his power to throw them across the room. Luckily, XLR gets back up and surprises Hex, encircling in a blur of motion and hitting him until he loses consciousness. During the fight, one of the crams is knocked away. XLR8 collects it as a souvenir. When Grandpa Max congratulates XLR8, he says he only did what he needed to do and kept it low key. He then does the complete opposite of the latter by allowing people to film him outside the museum while he calls himself a hero. As they take pictures, Hex is carted off in an ambulance.

In the RV, Gwen is complaining about Ben getting all the attention when she had helped. Ben tries to say that being a hero isn't about getting attention, but Gwen points out his earlier display while in front of the cameras. Grandpa Max says that he noticed Gwen, but he's family so he doesn't count. Ben points out that throwing a trash can doesn't exactly qualify as hero work, but Gwen says that the Omnitrix is the only thing that makes him a hero and gets him all the cool souvenirs. She'd be the hero if she found it. As a peace offering, Ben gives her the charm he got from Hex. Grandpa Max hints at Gwen to thank Ben, and she does, but she still calls him just plain lucky.

In the ambulance, an EMT is monitoring Hex. One of his charms light up and wakes him. Upon regaining consciousness, he blows out the back of the ambulance and floats off, claiming that his destiny will be fulfilled.

In a restaurant, the trio is eating crawfish. By this time, Gwen has made the charm into a necklace. Down to just one crawfish, Gwen claims that Ben has had more than her. When he tries to take it anyway, she knocks the fork out of his hand, causing her charm to glow at the same time. What happens next is a completely improbably series of events. The fork hits a waitress in the foot, causing her to toss the glasses on her tray in the air. One of the glasses catches on a chandelier, causing it to spin. The glass is then tossed into the kitchen; disrupting the cook and making him run into a cart with a bowl of raw crawfish. The cart then rolls back into the table that Ben and Gwen are sitting at, sending the bowl of crawfish straight to Ben's head. Gwen collects the last crawfish and eats it. As Ben tries to clean the other crawfish off, one crawls up his nose. Gwen and Grandpa Max get a good laugh out of this. Gwen also notices her glowing charm, which goes dark just afterward.

At the witchcraft museum, Hex is sorting through all of the books looking for the Archamada Book of Spells. While he does this, the guard is stuck floating in the air. Unable to locate it, he questions the guard. The guard points him to the vault. With little effort, the door is torn from its hinges. Hex then takes the book and tries to absorb its power, but can't. He then realizes that one of his charms is gone, stolen by XLR8 during their battle.

At a street market, Gwen and Grandpa Max get a good laugh at Ben's expense. Gwen thanks Ben for the charm again, and then decides to get something for him, so she walks over to a hot dog cart. Before she can get anything, she hears on old woman saying that someone stole her purse. The culprit appears fairly quickly, being a street thug with a couple of buddies. Grandpa Max stops them in their tracks. They are not intimidated and close in on him. One of them also focuses on Gwen's charm. Ben is behind the hot dog cart, trying to activate the Omnitrix and turn into Diamond Head. Unfortunately, it won't cooperate. Since he can't use it, he pushes Gwen out of the path of the thug. Her charm lights up again, and another sequence of improbable events follow. Gwen stumbles back into juggler on a unicycle. He falls over, sending the unicycle into one of the thugs. The distraction allows Grandpa Max to grab the one that was after Gwen and get him in a headlock. Getting up, Gwen heads back to help. She steps on a mustard container, spraying mustard in the hot dog vendor's face. He in turn pushes his cart away while grabbing at the mustard, causing it to hit the other thug. One of the thugs attempts to get up, but a flowerpot on a balcony above suddenly falls over and lands on him. With the incident over, the old woman calls Gwen a hero. She's not quite sure of that at first, just calling herself lucky, but gets an idea when she sees a mask shop.

At the RV, Ben and Grandpa Max are sleeping, even though it's the middle of the day by now. Grandpa Max is snoring rather loudly, so Ben looks to Gwen, who happens to be missing. She's in a basketball court with the charm active, tossing a basketball at the hoop behind her without looking. The ball doesn't even hit the basket, but yet another series of improbable events leads it directly to the net. Gwen implies that she's done this several times already. Ben takes the ball and asks how she managed to do the earlier trick. She says that the glowing charm caused it. Grandpa Max wakes up at this point, asking them if they want breakfast. Just then, at a nearby construction site, an explosion causes the cables on a lift to begin to break, leaving two workers stranded high above the ground and hanging by a thread. Ben figures that it's time to help, but is interrupted by Gwen, who figures she should help and takes off. Ben ignores this and transforms into Wildmutt.

As Wildmutt heads off to save the workers, Grandpa Max finds another person trapped in his truck by a giant steel bar. Gwen then shows up, dressed in a purple jumpsuit and a strange mask, calling herself Lucky Girl. Using the power of the charm, she is able to rescue the man simply by jumping on a nearby wooden board. The board hits a demolition crane which drops its large wrecking ball, knocking the bar away. The bar sets off an elevator in the process. Wildmutt has made it to the workers by this point, but the elevator catches him and sends him flying. He breaks it into pieces when he falls back down, which head straight for Gwen. She's warned by Grandpa Max and dodges the falling debris, eventually finding her way to a cement truck. She accidentally releases the brake, causing it to roll back and hit a large metal chute. The chute hits Wildmutt, who is clinging to a rope, and sends him into the cement. At the same time, the chute lands in the perfect position for the workers to slide down it. There's a nice cushion already in place for them to land on.

With everyone saved, Wildmutt climbs out of the cement and shakes himself off. Gwen is being interviewed by reporters, who are asking her just how she rescued everyone. She's not the least bit modest about it, saying she did it with style. She then repeats XLR8's earlier statement while waving at Wildmutt. Wildmutt just walks away disappointed. Meanwhile, in another part of town, Hex is searching for his charm. He catches the report about Lucky Girl on a television, and sees his charm around her neck.

In the RV, Gwen has cross-referenced magical charms and the Archamada Book of Spells. She finds that her charm is one of the five Charms of Bazell, specifically, the one for luck. The others are fire, levitation, reincarnation, and one other unnamed charm. The five charms are needed to use the spells in the book effectively. Upon hearing this, Grandpa Max thinks that they should turn the charm in to the museum. Both Ben and Gwen would rather not, though for different reasons. Ben wants to try it out for himself. Gwen wants to remain a superhero. The two get into a quick fight about how it's not really them doing the work, but rather their respective items. A news report cuts them off. It seems that a famous haunted house museum has come to life, trapping dozens of visitors inside. The trio head there at once.

At the haunted house, Ben gets ready to help. Once again, he is cut off by Gwen. As the three head inside, things are exactly as what the reporter said. Most of the house is alive by this point, moving about randomly and endangering the people within. Hex is there too, having set up the whole thing to lure her. He continues to bring the house to life in an attempt to get to get the charm from Gwen. His efforts only end up badly for Ben, who indirectly becomes the target of most of the debris flying about. Ben gets under the stairs and transforms while Gwen tries to rescue the people on the balcony. Hex continues his magic, causing Gwen to be stranded on a pillar. The people on the balcony have now been moved to the middle of the room and are about to fall. One actually does, but Grandpa Max catches her. Four Arms then shows up to catch the balcony before it tips over completely. As he holds on to it, Gwen goes to save them, rocking the pillar so she can grab onto the chandelier in the middle of the room. She then swings to the people so they can grab it, as well. As the swing back to safety, Four Arms is tossed away by the swinging balcony, nearly hitting the woman that Grandpa Max saved in the process. Meanwhile, the chandelier that Gwen and the others are hanging from collapses under their weight. Again, the charm keeps that from being a problem, since the wire that connects to it stops it just before they hit the ground. The last of the people run out of the house just as Hex seals it.

With the house sealed, Hex restrains Gwen with mystical energy and tosses her across the room, demanding that she give up the charm. As is expected, the charm turns the situation in her favor, causing her to land on a curtain. The curtain then falls on Hex and tips over a suit of armor. With him out of commission, Gwen says that he should have said please and runs off. Hex gets up right after and follows. Gwen eventually ends up in a study with no way out. Again, the charm guides her, leading her to a switch for a secret door. As she heads down the passage, Hex follows. Meanwhile, Four Arms and Grandpa Max are following them shortly behind.

Within the passage, Gwen and Hex end up in the catacombs of the house. Hex finds her rather quickly, but the charm once again allows Gwen to escape. This time, she leans on a stone and knocks it out of place, dropping the roof on Hex. He shields himself and continues to chase her. As he tries to blast her, Gwen's charm drags her to the floor, making an opening for her that leads into the graveyard.

In the graveyard, Gwen tries to hide behind a tree. Unfortunately, Hex has thought ahead and uses some branches to restrain her. Her charm does no good this time, and Hex takes it from her. He then completely seals her within the branches. Four Arms pulls them off of her after a short period of time. They then look for Hex, who is floating in the middle of the graveyard. With all five charms now in his possession, as well as the Archamada Book of Spells, he starts attacking the city with lightning and a rather large vortex in the sky. Four Arms interrupts before he can do any major damage, tackling Hex into a nearby mausoleum. Annoyed, Hex brings some of the animal statues to life - two gargoyles (one small, one large) and a Minotaur - to attack Four Arms. The statues prove to be somewhat effective, succeeding in taking Four Arms away from the scene. As Hex starts to recast his earlier spell, he is hit in the knee with a rock. Gwen and Grandpa Max are on the ground. Gwen tells Grandpa Max that lucks only takes you so far, and then throws another rock at Hex. This one hits him directly between the eyes, knocking him unconscious and causing him to fall to the ground below.

Even with Hex out cold, his magic persists in the stone creatures. The smaller gargoyle tries to attack Gwen and Grandpa Max. Grandpa Max lifts up a large pipe with some cement attaches and hits the creature with it, reducing it to dust. Meanwhile, Four Arms is tossing around the two larger ones. The larger gargoyle is tossed into a wall, destroying it. Four Arms then gets the Minotaur in a headlock. He squeezes until its head breaks apart. With the creatures out of commission, Gwen retrieves Hex's charms. When Hex finally wakes up and notices this, Four Arms grabs him and throws him into a coffin. Grandpa Max then shuts the lid on it. Gwen, still holding the charms, thinks that she could be unstoppable with the charms. She then goes back on that, saying that she could just be herself. She picks up a nearby shovel and smashes the charms, releasing blue energy into the sky, creating a short light show.

When Hex is finally let out of the tomb, the police are there to arrest him. As the trio drives off in the RV, Grandpa Max says that Ben and Gwen make a good team. Gwen isn't happy that she lost her powers, and asks Ben to tell her that she did a good job. He does so reluctantly, and then says he never will again. Gwen says he doesn't have to, and then plays a recording of it over and over for him. She laughs as he tries to cover his ears and the episode ends.

The episode starts at a water park, where Ben and Gwen recite an advertisement for a rather large water slide attraction, clearly excited about it. They head for the entrance, though Gwen was the only one able to get in line, because Ben is stopped by the attendant due to height regulations. Gwen then makes fun of him for being short and heads for the ride. Upset, Ben decides to transform into Ripjaws, to show the attendant just how big he can be. He hides behind a nearby pillar, and activates the Omnitrix. The face of it pops up, but he was not able to push it back down, despite after several forceful pushes by Ben. He eventually got it activated when he smashed the face against the pillar. The impact however caused a malfunction, and turns into Grey Matter instead. Instead of being noticed by others, it becomes a problem when a large crowd of kids comes running towards the attraction. Fortunately, Ben was able to dodge the stampede.

At the entrance of the ride, someone is explaining the history of the site to the same attendant. He seems to be a normal-sized man with glasses on. He seems to think that aliens crash-landed onto the site in the year 1951, and is hoping to get a few soil samples. He then asks if he can have a word with the attendant’s supervisor. The attendant doesn’t seem to care, making a mock call to someone to show that fact. While they continue their discussion, Grey Matter ties the attendant’s shoelaces together to get revenge. The man though catches him doing this, and tells the attendant what he just saw. The attendant sees nothing and calls him crazy. So the man decides to get Grey Matter himself. The attendant tries to stop him, though he trips because of his tied-up shoelaces.

Grey Matter then meets up with Gwen by the water slide, and jumps in ahead of her. He makes it to the bottom first, but is almost crushed by Gwen when she comes down shortly after him. Gwen then says that Grandpa Max will be angry when he finds that Ben used the Omnitrix just to sneak onto the ride. Ben claims that he’ll change back before Grandpa Max finds out, and Gwen seems to go along with it. They then decide to go towel off, or “napkin off,” in Grey Matter’s case. Before Ben gets out of the pool, the man from earlier surfaces from the pool and picks him up, stating that Grey Matter will be his ticket to fame. Ben immediately calls out to Gwen, who then tells the man to let go of him. Instead, he quickly stuffs Ben into a cooler and runs off. Gwen then finds Grandpa Max and tells him about the situation. Grandpa Max and Gwen then go after him, but unfortunately made it to his car and drives off.

The man takes Grey Matter to his home, where he has installed a very elaborate security system. Cameras are position throughout the home, while security lasers prevent entry. He then voice commands the lasers off to open up his entry. His footprints leave behind water, which are then cleaned up by robotic vacuums. He then sets the cooler onto the counter and commands the lights on and to prepare his dinner. His pet cat then shows up to toy with the cooler, but the man says that it is for him.

In the RV, Gwen and Grandpa Max are searching for Grey Matter. Gwen thinks that Ben will eventually return back to normal and able to escape on his own. Grandpa Max then gives a point that he should have already done so by this point. Something must be wrong with the Omnitrix. Gwen though believes that Ben has the advantage because of his superior knowledge while he is stuck in that form.

Back at the house, the man questions Grey Matter. He is sealed in a glass jar so he can’t escape. He asks what galaxy he is from, which Ben obviously doesn’t know. Even with his lack of knowledge, he refuses to answer any more. The man continues to stare, and Ben suggests that a picture will last much longer. He eventually takes his advice, since he needs proof of alien life anyway. Now that he has pictures, he calls up something called The Organization, which is headquartered at a castle, and sends them what he found. Their leader, named Enoch, has a cowl, armor, and an elaborate mask, so his appearance goes unseen. He has little patience with the man, who he refers to as Mr. Howell, but reacts to the images he has just sent.

Still in the jar, Ben spots Howell’s cat. He gets an idea, and lures the cat by pretending to be food. The cat knocks over the glass jar to get to Grey Matter, but ends up breaking it and allowing him to escape. The cleaning robots then show up to deal with the mess, leaving Ben between the two. He then hops over the cleaning vacuum, and runs into the hall. Howell shows up during the chase, not knowing what just happened. He talks to himself of how he will become after people recognize him as an alien discoverer. He then completes his statement by addressing his full name, Howell Wayneright. He then walks into the room where Ben was once held. Meanwhile, Grey Matter is in the kitchen. He climbs up the cabinets and finds a phone on the counter. He uses it to call Gwen’s cell phone. She can tell that he hasn’t gone back to normal, and asks where he is. Grey Matter then begins by specifically explaining his whereabouts scientifically. She interrupts him and tells him to just give a street name. Ben says that it is near Ripley. He then puts his hands on the window, and triggers an alarm and a steel shutter on the window. Ben dodges the shutter, but knocks the phone over, thus ending his call for help.

Grey Matter is then cornered by Howell. He tries to grab him, but climbs up his shirt. Howells tries to reach for him, but Ben then leaps from his shirt and climbs inside an air vent. Howell grabs Grey Matter before he got any farther, but he bites his hand to make him let go. Meanwhile, Gwen and Grandpa Max are forced to sort through all the houses on each street with Ripley in the name.

Inside the vents, Grey Matter wonders what’s wrong with the Omnitrix, but he scientifically explains to himself to probably what happened. He then realizes what he just said, and takes a moment to enjoy being smart. Howell won’t give up, though. He turns the vent fans on to blow Grey Matter out. He was then taken for a short right until he grabs a ceiling grate. He opens it, and Howell spots him and hits him with a broom. Grey Matter dodges the attacks and jumps into the sink. Howell says that he can’t risk losing him, and so he turns the faucet on to flush him out. The rushing water then pushes Grey Matter into the toilet.

Meanwhile, in the neighborhood, Gwen and Grandpa Max split up to begin searching the houses. Their search only takes too much time and leads them back into each other, so they give up in favor of searching with the RV.

Back at Howell’s house, Howell is using his security cameras in his home to find Grey Matter. He eventually finds him at the main power switch, which then Grey Matter uses to leave Howell’s home in darkness. Howell continues his search with a flashlight, and Grey Matter eventually finds a way out. He heads to the chimney looking route, and it attracts Howell as he opens it. Howell then starts to smoke Ben out as he climbs and succeeds in catching him into a fish net. He then confines him in a compartment along with his collection of alien figurines. Ben comments on how many friends Howell must have. Howell says it won’t matter after he makes a fortune. The Organization then shows up. Three henchmen were sent to see his discovery, and brought in a small, electrified container with them. Howell then shows them Grey Matter, and promptly stuffed him into the container and leave.

As Gwen and Grandpa Max continue their search, they seem to have found Howell’s car, though he parked his car in the garage. Grandpa Max decides to forgo knocking in favor of breaking the door down. However, it was not the right house. An elderly woman in a wheelchair comes and orders her pit-bull to attack. Grandpa Max wrestles with it, and Gwen spots men shoving Howell into their car on the other side of the street. Howell drops his phone as he’s pushed in. She then tells Grandpa Max that they are getting away, and Grandpa Max touches the dog’s head and puts it to sleep, impressing Gwen. Since they don’t know where they are going to, they decide to find out by investigating Howell’s home.

Inside the Organization’s car, Grey Matter is not excited about the situation, and thinks that the men are more trouble than Howell. Howell just says that Grey Matter’s in the cage and he’s not. They arrive at the castle and shove Howell out of the car, and lead him and Grey Matter inside.

Meanwhile, Grandpa Max notes Howell and the old lady’s similar taste in cars. Gwen eventually finds Howell’s phone and goes through the pictures of Grey Matter, all showing him to be rather sad. The pictures anger her, since she should be the only one to torment Ben. Grandpa Max figures that they can get an address from the call history if they do a reverse trace on the numbers. Gwen starts to appreciate his sneaky side.

At the castle, the men lead Howell to see Enoch. Howell then wants to know how they’ll spread the word of his interesting find. Instead, he hands Grey Matter to scientists for some tests, saying that they would rather keep the discoveries to themselves. Howell protests to his points, and is grabbed by the other men. Enoch describes him as disposable, and take him away. Before he is taken away further, he knocks the other man out and runs. He says that they should not do this to either him, or Grey Matter.

Outside, a guard is patrolling with a spear. It is no ordinary spear though. It seems to have an energy weapon equipped to it. Gwen asks Grandpa Max who they are, and he gives their whole history. Apparently, they are a secret society dedicated to collecting alien technology. He then sees Gwen’s confused expression, and he then covers it up by saying that he just picked it up somewhere during his life.

Inside, Grey Matter is taken to a lab. The scientists have made a doll of him, strapped onto an operating table. Various cutting lasers attached to the table cut the doll apart, much to Ben’s dismay. The scientists then prepare the same process to him. Meanwhile, Gwen and Grandpa Max make their way inside the castle walls by using a nearby tree. A guard eventually spots him. Grandpa Max goes on with the attack, knocking off his spear. He does well, but is soon overpowered. Gwen however was able to knock the guard out with his own spear.

Outside the lab, an unknown assailant dressed as one of them knocks one of the scientists out as he prepares to enter. Whoever knocked him out takes his suit and goes inside. The other scientist is about ready to dissect Grey Matter. The impostor scientist, whose voice reveals him to be Howell, knocks the scientist out. He then uses the lasers to free Grey Matter, saying that aliens are people, too. Well, sort of people, but still people. More scientists show up to try to stop him, so he uses the extending arms the lasers are attached to knock them away. He tries to get away with Grey Matter, but is tackled down and drops him. Grey Matter though escapes as Howell wrestles with one of the scientists.

In the hall, Grey Matter runs into Gwen’s leg. Both are surprised and happy to see each other, but Grandpa Max says they should save the family reunion for later. Sneaking through the castle and dodging guard patrols, they eventually find their way to a storage room. Within it is much of the alien technology that The Organization has collected. It's arranged in a circle around a large device in the center. Grey Matter's tone suggests that the stuff they've collected must be incredibly valuable, powerful, or both, in which he states that they don’t know what they have been dealing with. Meanwhile, Enoch is ordering his men to recapture the alien.

Grey Matter says that they need to destroy all of the alien technology. Several guards show up, along with Enoch and Howell in custody. The three take cover near the large device in the center. Thinking to himself, Grey Matter comes up with a plan and has Gwen and Grandpa Max grab some of the alien technology, a hyper core and a capacitor to be precise. They hesitate at first, but comply when Grey Matter says that it's him and not Ben asking for it. One of the guards catches them as they retrieve the parts, but Grandpa Max takes his weapon and holds the others at bay. Grandpa Max provides cover fire; Grey Matter tells them to leave, saying that he can activate the device, though he doesn't say what it does. He just assures Gwen that he'll meet her outside.

With Gwen and Grandpa Max gone, Grey Matter activates the device, which powers up and starts releasing energy into the ceiling. Enoch seems to very well understand what it does, saying that the reaction will decimate the castle. He orders everyone to evacuate, with the exception of Howell, who he's tired of dealing with and plans to leave in the castle. The Organization departs, and Grey Matter climbs out of the device. The Omnitrix chooses this moment to finally revert him back, leaving his hand stuck inside it. Howell misses the reversion, so he is confused when he finds Ben. He asks Ben where the small alien went. Ben promises to explain once they've escaped. Howell accepts his statement and aids Ben pull his hand out. The two then escape the castle just before the alien device collapses it into what appears to be a miniature black hole. Howell asks Ben and Gwen where the alien went, but they feign ignorance. Annoyed, he decides to give up chasing after aliens.

Ben states that he is happy to be big again. Gwen makes fun of him, saying he's still short. Ben threatens to go Four Arms on her. When he slams his hand on the table, the Omnitrix releases an audible as well as visual charge, interrupting them. Ben immediately claims that he didn't do anything. Gwen says that they need to get it fixed. Meanwhile, we see Enoch is in his car. There is a great deal of electronics installed in it, including a computer. Profiles of Ben, Gwen, and Grandpa Max are on the screen. Enoch orders his men to find out everything about them as the episode ends.

The episode starts at an old, abandoned apartment building. A man named Bob is knocking the structure down with the wrecking ball, and expresses his feelings for his work. While Bob works, a bluish-skinned looking man in ragged clothes named Clancy steps out of one of the holes made by the ball. Insects swarm all over his body, and it seems that he doesn’t mind. He talks, and says that the bugs are a part of him. Joe, Bob’s boss, notices what Clancy said, and ordered Bob to stop his work. Clancy tells the workers to leave immediately. Bob replies with a chuckle to his statement, and tells Clancy that the building must be torn down by the order of Councilwoman Liang. Joe agrees with Bob, and tells Clancy that the place must come down, whether he rejects it or not. Clancy is infuriated and releases a swarm of wasps from his sleeves. The bugs chase down Bob and they lift him up to Clancy. Bob tells him to put him down, but Clancy replies with a threat if they continue what they are doing.

In another part of the city, a criminal is speeding through the streets riding a hot rod, confident that he won’t be caught. In the RV, Gwen spots someone and goes to tell Grandpa Max. He wants to know she is sure. She replies with a yes, and Upgrade passed by merged with a motorcycle. The criminal cuts through the traffic, and Upgrade decides to take a different route by driving on the sidewalk. He tells the people to give him way. During his chase, a car-transporting semi cuts Ben off, though he gets by, by using the back of the truck as a ramp. The criminal notices Ben closing in, and he speeds up. An RV moves into the street intersection once the street light changed, and Upgrade tips on his side to avoid a crash. He eventually catches up again with the criminal, and uses his eye positronic blaster to blow up the criminal’s trunk, and all the money he stole goes into the air. Ben comments that people just can’t hold onto their cash. Upgrade then creates spikes on his wheel and rams hard into the tire of the criminal’s car, and he crashes. Upgrade drives next to the criminal and notices that no one is driving it, and he can’t believe what just happened. Upgrade then burs rubber onto the criminal’s face and the police shows up, at the point where Ben leaves. He goes around the corner, and spots a nearby ice cream truck. He stopped a bad guy, and he feels that it is OK to take a small treat. Upgrade separates from the motorcycle and climbs into the back of the truck.

The criminal is trying to explain to what he just saw to the police. They don’t believe his story about a driverless motorcycle, of course. Meanwhile, Grandpa Max and Gwen are looking for Ben. Gwen eventually finds the odd-shaped motorcycle nearby and ice cream truck, and assumes that Ben is somewhere around there. They find Ben inside the truck, in his human form, shivering and his skin is pale. He also has a runny nose. Grandpa Max asks Ben if he is OK, and replies with a sneeze. Grandpa Max takes it as a no.

In the RV, Grandpa Max takes Ben’s temperature. The thermometer reads 101, and Grandpa Max confirms that he has a summer cold. Gwen makes fun of his condition, stating that he should think before he acts. Ben sneezes, and decides to use Gwen’s new blouse as a rag. She complains, and Ben in return tells her what she just told him. Gwen then pulls out various medical supplies, including a hospital mask. Ben however says that he doesn’t need any of it. Gwen states that Ben is now a bug who tends to spread to everyone. He then replies if he can just remain inside a closet until he feels better. Gwen agrees with him. But Grandpa Max says that he just needs some medicine. Grandpa Max decides to give Ben a dose of his famous San Ju Yen Pien cold medication, and they head out to Chinatown to acquire the needed ingredients.

In Chinatown, celebration is occurring. A dragon dance is taking place and a parade of people in costumes. Ben, Gwen, and Grandpa Max leave a drug store just after the parade passes. Grandpa Max, however, is unhappy for not being able to find fresh potaigadon root, since it is now freeze dried at these days. Ben instead insists for a milkshake for his sore throat. Grandpa Max, however, says that the stinkweed honey in the San Ju Yen Pien will do the trick. He takes a whiff of the medicine, and it was repulsive. Gwen then asks Grandpa Max where he learned the recipe for the medication. He answers her question by saying that he learned the recipe from Guangdong, China. Gwen however gives him a blank stare, and Grandpa Max says that there is plumbing in China, too.

On a nearby platform, Councilwoman Liang is thanking everyone in a crowd of people for their support of her redevelopment program. She says that it’s a dream come true. Her speech is interrupted by a swarm of wasps, and they scare off the crowd. Clancy then flies up, riding on a cloud of wasps, and he will make her dreams a nightmare. The wasps continue to chase everyone as they talk. Clancy then says he won’t allow anyone to tear down his and his companion’s apartment. Liang calls him as the nut job that wouldn’t leave, however he’s glad to make an impression. He orders his wasps to pick her up, and he says that she is bringing her home for dinner – she’ll be the main course.

In another part of the city, Ben decides to deal with the bugs. He prepares his Omnitrix, and transforms into Wildmutt. His cold has appeared to also spread with his alien form. Wildmutt’s nostrils were clogged with lots of mucus. He is unable to track his surroundings, and runs about aimlessly, without regard to bumping on things. Gwen wonders for Ben’s strange behavior. Grandpa Max, however, knows what is going on, and explains it to Gwen. So she decides to be the guide for him, however it doesn’t work well. Her directions only lead her to be thrown into a fireworks stand, and end up being trapped by stacks of boxes. It also knocks down one of the paper Chinese lamps on a nearby stand, starting a fire near the fireworks. Grandpa Max was able to step in to save her, by tipping a cart full of chicken dumplings into the flames. Gwen thanks him for the save, but hopes that she doesn’t mind smelling like dumplings for a while. As Wildmutt continues to run without caution, he has a trash can on his head, and crashes into another obstacle.

In the RV, Ben feels unhappy of what happened as Wildmutt. He thinks that it is just making things even worse. Grandpa Max then hands him some more of the medication. Ben smells it, again repulsed by it. It smells worse than it tastes, but it just may be the other way around. But Grandpa Max needs to worry more that the virus also affects his alien forms. Ben then drinks the medicine, and is not happy about the taste. Grandpa Max states that he should get used to it after several doses. Gwen then comes up with some important info about Clancy, and found that the apartment is his only residence, which is scheduled to be demolished. Ben uses the distraction to hide the medicine Grandpa Max gave him so he won’t take anymore. Gwen then says that he lives at 8610 Chester Street.

Inside Clancy’s apartment, Councilwoman Liang is covered in spiders. She pleads to Clancy to have mercy on her. Clancy says that the spiders are black widows, and tells her not to make sudden movements. He then tells her the reason why she should not destroy the building. He says that his grandfather built the building, and that he and his insects grew up here. He says that they are the only ones who understand, and no one should evict them.

Ben, Gwen, and Grandpa Max then arrive at the building in the RV. Gwen says that the place is nice to visit, yet the building is not nice to live in. Grandpa Max tells her and Ben to stay together. They head inside, and the place is falling apart, and insects are crawling through the rafters. Grandpa Max then finds an article on the wall. It reads “BUGS SURVIVE NUCLEAR BLAST” and has appropriate pictures. Gwen finds an insect nest and says that they are near. Grandpa Max then notices that Ben is gone and wonders where he has gone again. They start looking, but a large shadow covers them. A large figure with four eyes and horns approach them. They then find out that it’s Four Arms, yet again to pull a prank on Gwen. But his appearance was paler, which says that he is suffering from the virus also. Four Arms laughs at his own joke, and they hear screaming from the floor above. Four Arms picks up Gwen and Grandpa Max and prepares to jump through the ceiling. When they do, they notice that he has hives on his underarms, yet mutated on him, becoming large in appearance and pungent, which Gwen states. He then jumps to the next floor.

They find the Councilwoman still covered in spiders. She tells them to stop since the spiders are black widows. Four Arms inadvertently takes care of the black widows when he sneezes, which covers Liang in green mucus, while washing the spiders away at the same time. Despite the nature of the rescue, she thanks Ben for helping her. Clancy then shows up, and tells them that they are trespassing. He then orders an army of ants to deal with them. They form a fist and punch Four Arms. Clancy then states that he they’ll rule mankind. The ants regroup and attack Grandpa Max. He then was able to dodge them. At the same time, the termites devour the floor beneath Gwen, and leave her hanging on from a ledge. Liang was able to save her. Meanwhile, Four Arms gets back up on his feet, and attempts to attack Clancy. He rallies his ants again and they swarm on Four Arms. He scratches wildly at them, and knocks over many of the building’s support beams. Clancy yells at him for this, but he doesn’t listen. Clancy then summons a swarm of wasps to protect him from the collapsing building. As Four Arms continue to deal with the ants, Gwen immediately comments on the collapsing building. Liang says that they should escape immediately, but time has run out, and collapses on top of them.

The building collapses completely, and Four Arms lifts up a rather large slab of concrete, shielding the others from the collapse. Clancy was also in the rubble, covered with cockroaches. The cockroaches died protecting him, which infuriated him. He then plans to exterminate the whole city. He calls out a humongous swarm of wasps to pick him up, and Liang comments on the day she’s had. Gwen answers that they have been on the same situations. Liang then wonders where Four Arms went, and wanted to thank him for saving her. Ben says that he’ll let him know. Grandpa Max asks if she can find her way back home, and answers yes. She leaves, and leaves Ben up to thinking where Clancy has gone to. Grandpa Max looks around, and spots the local nuclear plant. He immediately concludes where Clancy went, since a nuclear blast would be the only way to destroy the entire city.

On the way to the nuclear plant, Ben is shivering in the RV. He asks Grandpa Max to turn the heat on, though it is already. Grandpa Max tells Gwen to give Ben some of the San Ju Yen Pien for Ben to drink. Ben would rather not drink it, so he lies about taking a dose already. Gwen then found some information of insects, and she repeats the info aloud, yet Ben just wants to know just how to kill them. She says that short of an ice age, or a tanker full of pesticide, yet barbequing them would be the best solution. Ben says that he knows just the chef to do it.

They arrive at the nuclear plant, and searched around for Clancy. The lights go off for a moment, and it comes back on, followed by an alarm. Ben wonders if it’s bad, yet it clearly is. A voice confirms that the reactor’s core is rising rapidly and nearing critical status. They run to the control room, only to find the controls destroyed. Grandpa Max says that the only way is to shut it down manually. He says that there should be an emergency override system inside the reactor core. Gwen ponders if Grandpa Max learned this from a monk in China too. A cockroach then crawls near Gwen and she jumps away. Clancy then reveals himself in the room, making a joke about them wanting a front row seat. Ben does point out that Clancy will be included along with the blast, yet he says that it won’t, and a colony of cockroaches pour out of his clothes, forming a makeshift suit around him. Gwen realizes that the cockroaches will be the ones only to survive the blast.

Ben transforms into Heat Blast to stop Clancy, but his cold encounters the same problems his previous forms did. This time, Heat Blast’s body shifted from the normal color of red and orange, to a color of red and blue. Gwen points his condition out, but he says that there isn’t time and has her head to the reactor. They run, while Heat Blast tries to attack Clancy. The suit of cockroaches augmented his strength, and bats Heat Blast away easily. Clancy then sends wasps to deal with Gwen and Grandpa Max. Heat Blast tries to fry Clancy, but nothing happens and he sneezes. Ben realizes that his flames are frozen, and Clancy attacks him again.

In a hallway, Gwen and Grandpa Max are fleeing from the wasps. The voice announces that a core meltdown will occur in five minutes. They approach the end of the hall, and find a hose. They use it to spray them down. Back at the control room, Heat Blast continues to be beat up by Clancy. He tries to get Clancy to talk, and accidentally triggers his abnormal power to control cold instead of heat. Back at Gwen and Grandpa Max, they make it at the main reactor room, yet to be followed by more insects. At this point, the automated voice announces that they only have one minute to go, intensifying the situation. As Heat Blast continues to fight Clancy, Gwen and Grandpa Max try to shut the reactor down, Heat Blast freezes his arm of cockroaches, yet it grows back and tackles Heat Blast through the window. Heat Blast makes an icicle to slide down to the floor, which surprises Gwen. Grandpa Max warns him this time, giving Heat Blast enough time to make a large ball of cold energy to toss at Clancy, completely freezing him. He then turns to the reactor and freezes it, just in time to bring the temperature down. Gwen and Grandpa Max congratulate him, and Ben suggests that they get some hot chocolate.

In the end, Ben has gotten over his cold. With Clancy defeated, and the nuclear plant neutralized, everything seems to have worked out. Gwen gets some milk when a roach crawls out from under the refrigerator. She prepares to smash it, yet many more insects begin to crawl over every surface of the RV, bringing it to a stop. Clancy is back with his suit of cockroaches, and he lets himself in to get revenge. Grandpa Max tries to attack Clancy, but dodges him and tosses him into the front of the RV. He walks over to deal with Grandpa Max, while his cockroaches deal with Ben and Gwen. Ben tries to activate the Omnitrix, yet it does not work. Gwen tells Ben that she thought he froze him earlier. He points out that Clancy must have thawed out. Gwen tries to spray the bugs away with the fire extinguisher, and Ben asks how they will be able to stop them. Gwen makes a point that there is a way by attracting them with a candy bar, which gives Ben an idea. He retrieves the San Ju Yen Pien he had hidden earlier and opens it. All the bugs, including Clancy’s suit, move towards it. Ben tosses the medicine out to get rid of them. Clancy is now without backup, and Grandpa Max easily knocks Clancy out cold. Gwen says she’s happy that he’s out cold, and he was starting to bug her, and sneezes. Ben is happy about this, and saying that everything really did work out for the best. The episode ends on that note.

The episode starts with a news-station helicopter following police cars chasing a speeding armored car. The reporter says that criminals hijacked the car from a bank, and they have a hostage within it. Along the highway, they speed through Grandpa Max’s RV, and a large crystal grows out from the pavement, completely destroying the undercarriage of the car. The effect made it spin and completely stop. One of the criminals gets out of the vehicle with the hostage, and the other holding a rather large rifle. He aims his rifle at the police car and shoots it, and it flies to the air, just after the police inside it went out. He then turns it to Diamond Head, though he doesn’t seem to be afraid of it, and slashes it to pieces. The criminal runs away with terror, but he is stopped by another crystal emerging from the cement, lifting him up. The first criminal then walks out from behind with the hostage. Diamond Head is silent and he transforms his hand into a spike. With that appearance, they surrender immediately, and the news reporters comment on Ben’s heroic act. They seem to say that Ben using aliens for heroic acts have become a common-occurrence to everyone.

Vilgax is watching the news broadcast in his ship. He is displeased with how the Omnitrix is being used by Ben, since he intends to use it for his own selfish attainments. His robotic lieutenant asks Vilgax if he is allowed to send more drones to retrieve it. Vilgax replies with a no, and his regeneration tank opens. One of the medical robots crawls out, only to be crushed by a massive metal foot. Vilgax’s limbs have fully regenerated, and he says that he will see to the task himself this time.

In the RV, Ben wakes up screaming. Grandpa Max asks him if he had another nightmare. He recaps that he has been dreaming about the weird alien from his visions. He apparently saw his new body in the dream as well. Gwen wonders if Ben isn’t just looking in a mirror. Grandpa Max assures Ben that it is just a bad dream, and that they will talk more about it in the morning. Grandpa Max then heads back to bed, and Ben tells him one more thing. He was told by Vilgax, “I’m coming for you now.” Surprisingly, Grandpa Max was immediately shocked by the statement, and decides to hit the road right now, instead of waiting in the morning. Gwen points out that it is pretty early in the morning, but Grandpa Max explains that it is the best time to beat the traffic.

Ben points out that Grandpa Max is driving unusually fast, and Grandpa Max claims that he wants to make it to Mount Rushmore before nightfall. Ben then turns away and complains of boredom. He gets an idea to relieve it, and asks Gwen whether he can play a game on her laptop computer. She says that she would, but not letting him would be a good lesson for him on how to entertain himself. Ben looks at the laptop and gets a mischievous look in his eyes.

On Vilgax’s ship, the activation signal of the Omnitrix is detected. Immediately, Vilgax orders his crew to track the signal down. The sensors took a few seconds to find the signal’s general location. Vilgax stares at the screen, becoming satisfied of how well his plans have succeeded so far.

In the RV, Gwen begins to have trouble with her computer. Upgrade reveals himself on the screen, declaring that it won’t function because Gwen’s a loser in a monotone voice. She yells at Ben to get out of her computer, but he won’t, and he points out what she told him a while earlier on how to entertain your own self. She attempts to get him out of the computer by physically pounding and shaking it, though Upgrade continues to fool around and envelops the whole computer. It sprouts legs and jumps off her hand, and Gwen goes after the Upgrade-laptop thing. Ben then continues with his foolishness, and eventually finds a diary on her computer. He reads one of the entries, and it is about him. Grandpa Max is annoyed by Ben’s misbehavior, and Grandpa Max tells him that now is not the time to go alien, and says that they can’t afford to attract attention. Upgrade is confused by his statement, not sure about attracting attention inside an RV. Ben then reverts back to his normal human self. Clearly distracted, Grandpa Max says to never mind what he just said, and continues driving. Ben and Gwen are absolutely clueless of what is going on with their grandfather.

With Ben’s revert back to normal, Vilgax lost the Omnitrix signal. However, Vilgax isn’t concerned of the matter, since they gathered enough data to get a general idea of its whereabouts. He then looks at images of Ben’s heroic acts as aliens on various screens, and he has figured out a way to draw him out. Without caution, he punches the last screen, which shows Diamond Head saving a kitten from a tree.

In the bison-filled field, Vilgax descends his ship to a near ground-level. The hanger of the underside of the ship opens, and a swarm of drones and a red large spiked sphere. The sphere does not fly, so it just falls to the ground with the drones following it. It then begins rolling, leading its force on its way to Rapid City, destroying the welcome sign along the way.

Ben and Gwen notice several fires coming from Rapid City, and Ben points it out to Grandpa Max. Grandpa Max is concerned about the situation, but he states that the locals should have everything under control. However, the force completely wastes the area, and Ben immediately decides to help them. Grandpa Max tells him that it is a bad idea, but Ben doesn’t listen and transforms to Heat Blast, then rockets off to save the city.

The strike force continues to destroy everything in sight. The sphere is conspicuously missing from the battle. Heat Blast burns through four of the drones, and states that they should pick on someone with real power. At once, all the remaining drones surround him, and Heat Blast realizes that they are waiting for “him” to show. Despite this, he begins to attack back, and surprisingly, the task of destroying the drones turns out to be easy. The drones were all destroyed by a single shot of his flames, but then an electrical net is fired at Heat Blast, pinning him to a nearby building. The red sphere rolls up after this. The sphere open up, reveal a compartment within, which Vilgax himself step out of. Vilgax’s appearance is much more revealing, and he is taller and wider. His body is also covered with armor, and he has several cylinders attached to his arms and shoulders. Heat Blast immediately recognizes Vilgax as the alien from his visions. Vilgax introduces himself to Ben, and explains his purpose for capturing him. Heat Blast states the obvious about Vilgax’s allegiances, and burns through the net to attack. However, Vilgax stands in the same place, taking each and every attack as if it were nothing. With a single toss, he throws Heat Blast halfway across the city.

Heat Blast makes a decent crater when he landed. Burning away the rubble over him, he comments on Vilgax’s strength as Vilgax leaps across the city to land a short distance from him. Heat Blast decides to buy some time to use his flames to melt the street into a hot, fiery liquid. Vilgax then trips on it. Grandpa Max then arrives in the RV, and sees Vilgax, and immediately horrified by his appearance. Grandpa Max seems to recognize him. Heat Blast gloats, and Grandpa Max interposes the RV between him and Vilgax. Gwen opens the door, and says that Grandpa Max wants him in, though Heat Blast refuses, stating that he is going to kick some alien butt. With that, he reverts back to his normal self, and Grandpa Max attempts to get Ben in the RV again. Vilgax then gets up just after they drive off.

Grandpa Max tells Ben that he doesn’t want to pick a fight with Vilgax. Ben asks Grandpa Max where he learned the name. Gwen then wants to know what Grandpa Max hasn’t been telling them. Grandpa Max pauses, but interrupted by two drones that begin to fire the RV. Gwen tells Grandpa Max about the drones, and he speeds and swerves to avoid them. Gwen finds her way to the front, stating that they can’t keep this up forever. Grandpa Max however, states that it will only get worse, unless they get to Mount Rushmore. Gwen then questions Grandpa Max for his purpose going there, but he says that there is no time for questions. In the back, Ben activates the Omnitrix again and decides to fight. He transforms to Stinkfly this time, and Grandpa Max warns him for using the Omnitrix to fight. Ben just ignores him, and heads off to fight them off.

When Stinkfly flies out of the RV, he heads for the two drones to stop them. He lands on top of one as they try to shoot him down. The other attempt to shoot him, but Stinkfly uses his slime to cover the blaster, causing an overload and make it self-destruct. Stinkfly then uses the end of his tail to drive it through the engine of the drone he is on. He comments with a quote, as he hovers over the wreckage. Unexpectedly, Vilgax tackles him, and Stinkfly manages to get back on the air, though Vilgax tightly grips on his tail. He demands that he should give him the Omnitrix, but Stinkfly answers him by spitting slime on him to knock him off. Vilgax almost breaks free, yet he attempts to tackle Stinkfly again. Stinkfly was able to dodge this time, and continues to wonder who Vilgax is. Vilgax then lands right in front of the RV, and it forces Grandpa Max to immediately U-turn. Gwen suggests that they help Ben, but Grandpa Max continues to be suspicious, and says that they will get special help. Gwen figures that it is from Mount Rushmore, because her grandfather has been stating over and over how important it is once they get there.

Meanwhile, Vilgax chases Stinkfly across the rooftops of the city. Vilgax attempts to tackle Stinkfly again, this time into a building, causing a large explosion thereafter. Vilgax has had enough of chasing Ben around, and he shuts the Omnitrix off manually by using on what to be appears to be a glowing finger. Ben reverts back to his human form, immediately surprised on what affect Vilgax just did. Vilgax was also surprised that a mere human child is using the Omnitrix. Vilgax then attempts to remove the Omnitrix from Ben’s wrist, but it emits a feedback which pushes them into the air. Vilgax realizes that the Omnitrix has merged with Ben’s DNA. Ben takes his chance to run, but Vilgax grabs him, and Vilgax tosses him inside the red sphere. He then gets in and drives off, with Ben as his captive.

Grandpa Max is driving along a side road in Mount Rushmore. Gwen questions whether tourists are allowed on the premises. Grandpa Max states that they’re tenants, and not tourists. He then stops in front of a “ROAD CLOSED” sign and he presses a hidden button under the dashboard. The ground beneath them appears to be an elevator, which transported them to a massive underground facility. Gwen and Grandpa Max travel the corridors of the facility, and it is covered with hundreds of compartments. Grandpa Max opens several of them, and they contain devices, which do not appear to be designed by human technology. With Gwen’s patience shrinking, she demands to know what is going on immediately. Grandpa Max finds the compartment he was looking for. He removes a rather large and deadly-looking blaster from it. And with response to Gwen’s question, he says that he wasn’t exactly your normal plumber. He charges up the giant weapon, and crackles with electricity, then glow a vibrant bright blue color.

On Vilgax’s ship, Vilgax is surprised that the welder of the Omnitrix is nothing but a mere child, though he realizes that it fits very well with the Omnitrix being a play toy. Ben is affixed to a ring of energy beams attached to his hands. Ben protests that the Omnitrix has been used quite a number of people. Vilgax does not care and describes his plan to Ben. He says that the Omnitrix is the key to a power struggle so ancient and vast that it’s beyond Ben’s comprehension. He says that he is to succeed an army where each member wears the Omnitrix, and it is visually represented as an army of Omnitrix aliens attacking an ice fortress. And in a strange, unusual twist, one of them reveals the ability to switch forms in an instant, and without the hassle of reverting back. Vilgax claims that he shall be the ultimate conqueror of the entire universe. An array of tools then rises up from the floor around Ben.

At Mount Rushmore, the RV emerges from the elevator that led to the underground facility. Grandpa Max explains the specific function of the weapon retrieved earlier. It is designed to destroy Vilgax, and only him alone. Grandpa Max then directs Gwen to a button in a compartment on the dashboard. Gwen pushes it, and a holographic display shows up. Grandpa Max explains that it is a GPS-assisted tracking system, specifically designed to pinpoint the Omnitrix’s signal. Gwen was then given the job to navigate.

Meanwhile, Vilgax tells his crew to take off, and he plans to destroy the planet Earth once they get into orbit. Gwen and Grandpa Max find the ship ready to take off, and the only way is to get aboard. Gwen wants to know how they will do that, but Grandpa Max just smiles, and he presses another button on the console that flips out of the dashboard. The RV’s bumper extends and it spreads out. The RV then accelerates at a significant rate, which then allows them to fly into Vilgax’s ship after driving it off the cliff.

Vilgax is holding a rather large energy blade, in which he intends to use to remove Ben’s arm. He was then interrupted by honking, which came from the RV. It crashes through the wall, and runs through two of Vilgax’s crew, and Vilgax himself. The computer then warns of a hull breach and a power surge. Vilgax was smashed into a metal door, and then Grandpa Max backs up and leaves the RV, carrying the giant weapon. He orders Vilgax to keep his claws off his grandson. Ben is surprised to see his grandfather, as is Vilgax, who addresses him by his last name. Grandpa Max fires at Vilgax, and he is sent through the door. He drops the weapon and goes to check on Ben. Ben wonders if Grandpa Max knows Vilgax, though he only replies that it is a long story. The cylinder that was holding the Omnitrix begins to crackle with electricity, and a power surge occurred. Ben immediately started transforming into aliens at random. He transforms to XLR8, then Diamond Head, and then Wildmutt, before Grandpa Max figures out what is causing it. Wildmutt then changes to Four Arms, which allowed him to break free of the restraints.

Ben is free of the restraints, and drones arrive to deal with Four Arms. Four Arms tries to attack them, but then transforms to Ghostfreak, and passes right through them. Ghostfreak then changes to Grey Matter, and he disassembles the one of the drones and hops to another, at which point he transforms to Upgrade. Upgrade merges with the drone, and he manipulates it to slash through the remaining drones. During the fight, the ship begins to lose altitude, probably caused by the way Grandpa Max boarded the ship. Grandpa Max helps finish off the last drone, and says that they need to get the ship in control. Upgrade is immediately impressed that his own grandfather has the knowledge to fly a ship, which distracts his attention off another drone. Gwen has become completely surprised for everything she has seen so far.

Grandpa Max tries to control the ship, and Vilgax, unexpectedly walks out of the room he was blasted into and grabs Grandpa Max. He tosses him towards the breach in the hull. Grandpa stop just short of the edge and Vilgax walks over to begin crushing him. He says that the weapon no longer affects him, since he is much stronger now than before. Upgrade finishes his fight with the drone and he tackles Vilgax through the hull breach. Vilgax is left to fall to the ground, but Upgrade’s body was lightweight and stretchable, allowing him to float down safely to Mount Rushmore. Gwen and Grandpa Max are still in the ship, and turn to the RV. Gwen doesn’t seem tot happy about having to be in it again.

Upgrade then transforms to Ripjaws just as he reaches Theodore Roosevelt’s face. He is not pleased with the transformation, and claims that he simply hates the Omnitrix sometimes. He was able to climb to safety anyway, but unfortunately, he becomes dehydrated and can’t move. Vilgax jumps to the top of Mount Rushmore and prepares to crush Ripjaws. He luckily transforms to XLR8 at the last second, and tries to attack Vilgax, though he ends up only hurting himself. Ben points out that he will feel that tomorrow, though Vilgax says that he won’t have one. The cylinders in his arms grow and recede into his arms, increasing his muscle mass substantially. With a single attack directed at XLR8, Vilgax completely demolishes Theodore Roosevelt’s face, though XLR8 dodges the blast successfully. He throws a few punches on Vilgax, only to be grabbed by him and tosses him into a rock. Diamond Head then emerges from the dust, firing shards at Vilgax. He proceeds closer to him, though Vilgax breaks his hands off. Vilgax then grabs him again and smashes him to the ground, which cracks the diamond that makes up his face. Vilgax attempts to punch through Diamond Head’s chest, but he transforms to Ghostfreak, saving his life. He comments that he just loves the Omnitrix sometimes. Ghostfreak then phases through the ground as Vilgax’s ship passes overhead.

Vilgax’s ship crashes while Grandpa Max drives his way through the ship. He breaks through several walls and makes it to the ship’s stern. Ghostfreak watches the event taking place. Gwen and Grandpa Max make it out, though the RV is completely damaged. They hear a crash in the back, and they assume it to be Ben. In fact, it was Vilgax, and shortly thereafter, Ghostfreak arrives to find the RV empty. He passes through it, and he finds Vilgax holding Gwen and Grandpa Max. Ghostfreak transforms to Wildmutt, and roars. Vilgax offers him a choice: it would either be his family, or to surrender and hand the Omnitrix. Wildmutt chooses to be protective to his family, and he surrenders himself to Vilgax. Vilgax drops Gwen and Grandpa Max, and he walks over to Wildmutt to deactivate the Omnitrix. He then takes Ben back to the crashed ship. Grandpa Max tries to warn against this, but Vilgax doesn’t listen to him.

Vilgax thinks that Grandpa Max is foolish, ordering him to not board the ship. Simply enough, the computer tells Vilgax why he shouldn’t. It seems that Vilgax has activated the self-destruct mechanism, and he drops Ben to attempt to try and shut it off. He fails to do so, and with anger, he screams “TENNYSON!” to refer to Grandpa Max as the thorn in his side. Vilgax is blasted again with the weapon, only this time Ben operates it. He figures that it just runs in the family. The blast causes wreckage to fall on Vilgax, and pins him. Just before the ship explodes, Ben transforms to Heat Blast, and escapes the blast. Vilgax, unfortunately for him, is left behind.

Gwen and Grandpa Max find Ben in a smoking crater, sitting calmly on a pillar in the middle of it. Gwen says that Ben’s work isn’t bad for a doofus. Ben then tells Grandpa Max that they need to talk.

All three of them look up to the sky as pieces of Vilgax’s ship fall to the ground, imagining, what’s in store for them next.

The episode, as well as the season, ends on that note.