Gwen and Grandpa Max are outside, and they are dressed as pilgrims. They seem to be waiting for Ben. Ben comes out, and he complains about the outfit he’s wearing. Grandpa Max tells him that it is a way to learn a little bit of Massachusetts’s history as they walk around the city. Two kids are taking pictures of a statue, and as the Tennysons pass by, Ben catches their attention. They both run to him and take a few picture shots of him. Ben doesn’t like how it’s going along so far. As Ben continues to complain about his outfit, an explosion in a nearby building occurs. Grandpa Max tells him he can change now, and he selects Stinkfly as his hero. In the smoke, Charmcaster appears, and she has returned to take her revenge on Ben.

Stinkfly comes to the rescue, and he uses his thick mucus to take out the fire to save the people inside the burning building. Charmcaster sees Stinkfly and she seems to be targeting for him. She takes out a few of her magical grenades from her magic sack, and creates a fire to attract Stinkfly. Stinkfly flies in closer and closer, and Charmcaster readies herself. As Stinkfly looks at himself in a broken glass mirror complaining about the hat, Charmcaster chants a spell that affects the host and another. She directs it to Stinkfly as he flies away as fast as he can, but no luck, he is trapped by the spell and draws him closer.

As Gwen tries to calm a horse down, it runs off and Gwen gets on it. Up ahead, Charmcaster and Stinkfly get closer, but before the spell brought them together, the horse ran through it, causing Gwen to replace Stinkfly inside the bubble. Charmcaster finds that the spell cannot be stopped, and the bubbles combined within each other. The effect caused them to fly out toward opposite directions. Charmcaster catches herself in a mirror, and points at the reflection. She looks around that she’s nowhere to be seen. As Charmcaster fools around a bit, Gwen in the alley is shocked. Charmcaster soon enough finds out that it is really her, and they have swapped bodies with each other. Gwen is inside Charmcaster’s body, while Charmcaster resides inside hers.
As the confusion continues to puzzle her, Gwen’s attention is turned to Grandpa Max and Stinkfly trying to calm down the horse dragging the carriage she was on. She runs towards them to see if they’re okay. Charmcaster on the other hand, decides to try and stop her, and punches her so hard that it pushes her back to a nearby tree. Stinkfly transforms back to Ben, and lands safely onto the horse’s back. As Charmcaster tries to imitate Gwen’s personality to cover hers, Gwen tries to tell them that they’ve switched bodies. Their remarks confuse them, and Charmcaster punches Gwen back down. The officers come to take Gwen away, and Charmcaster has all the time she needs to plan out a way to take the Omnitrix.

Near a boat dock, Charmcaster questions Ben how the Omnitrix works. Ben answers her, though with confusion about her sudden interest in the device. Ben tells her that she is usually interested in magical subjects. Ben suspects that she’s trying to fool him again, and calls her a freak. Charmcaster grabs his leg and twists his foot. Not only Ben realizes that Gwen’s trying to get him back for something, but now he thinks she’s lost her mind. Grandpa Max heads out the RV to see what the two have been arguing over again. Immediately, Charmcaster shows a kindness of herself, and Ben becomes even more puzzled than ever before.

Charmcaster tells them that she’s going to cook up something to make it up to what she’s done.

At prison, Gwen is taken inside the cell. As she tries to get through the officer’s mind, she realizes that there is no way to get out. Gwen sits down and slumps, although she notices something up her sleeve. It seems that she still has Charmcaster’s things, and it may help her later on. Two women come in, and one of them is referred to as Pinky, and she has curled hair, and a band on her forehead. They refer to her as princess, and they state the rules she must follow, otherwise she’ll be due for a beating.

Charmcaster sets down her bag of ingredients on a nearby truck, and she asks for sea urchin eggs at an outside seafood vendor. Grandpa Max takes a glance of the shopping list, and he seems to be very interested in what she plans to cook up. The vendor is surprised that she would be asking for such a delicacy, and tells her that the ingredients in front of her is all he has. This angers Charmcaster, and she chants a spell which brought the squids back to life. As the vendor struggles to take the octopus off, two men steal his truck away, which held Charmcaster’s ingredients. Ben tries to transform to XLR8, but instead to Diamondhead. Luckily they found nearby scooters, but it needed keys. Charmcaster casts a spell on it and it looks like they don’t need the keys to ignite them after all.

The two men seem to have taken the truck for profit, and behind them, they notice that Diamond Head and Charmcaster are following them. They try to outrun them, which causes Diamond Head to lose control. He crashes onto a series of different obstacles in the park, and his weight eventually causes him to be thrown off into a dumpster. Diamond Head tries another way to get back in the action, and this time, he tries an overhead attack. Unfortunately, he loses balance and is headed straight into the middle of traffic.

He uses his diamond shards to avoid it by creating a small ramp that he can glide on, and uses the same method to get across. The men find Charmcaster nowhere, but they only find her inside their truck. She tells them that they don’t know who they are dealing with. The men are crying out for help as Charmcaster laughs at their attempt to try and take the lobsters off of them. Diamond Head tells her that they should help them out, but she tells him that they deserve to be punished for stealing her ingredients. Charmcaster walks off and tells Diamond Head that they still have a lot of shopping to do.

In the cafeteria of the prison, it is lunch time, and Gwen is given a tray of yellowish goop. She asks the server if they have anything that’s organic, and the lunch lady gives her something that “she’s grown herself.” She sticks a finger inside her ear and mixes the earwax into her already disgusting food. The lunch lady tells her that she has more and should come back for seconds. As Gwen continues to be miserable, she notices a book of spells in her coat. She reads a body transference spell, and it was the one that caused their mishap. At first, she questions herself why Charmcaster would switch with her, but now she knows that Charmcaster intended to switch with Ben. Pinky and her companion come up to her and tells her to show them what she has in hand. She declares a food fight and the whole cafeteria becomes a rampage of women prisoners throwing the goop at each other. Gwen attempts to avoid being involved with the fight, although Pinky comes up to her and tells her to hand the book over. Gwen takes out the mysterious eggs and hatch out magical birds that attack her. Same goes for the group of women that try to attack her from behind. The lunch lady is angered by Gwen’s behavior, and Gwen chants a spell that makes her utensils come alive. Her performance is praised by the other prisoners, but unfortunately, an officer comes in to bring her back to her cell.

Ben asks Grandpa Max if he notices anything weird with Gwen’s behavior lately, but Grandpa Max doesn’t seem to be bothered by it. Charmcaster comes out from the store to show them that she’s finally got the last ingredient. Grandpa Max takes a look at the box of sea urchin eggs. He says that they must have been very expensive, but she says that she got them at a discount, though she tried up the two sellers inside to get them.
At the prison, Gwen, Pinky, and her companion are busy cleaning up the mess from the food fight. Pinky seems to accept Gwen as a friend now. Gwen tells her that they need to find a way out, and notices the drain in the floor. She tells Pinky to make a distraction while she attempts to open up the drain on the floor. Gwen uses one of her magic bombs to blow it. The three jump down the hole, and Charmcaster’s sack hops out from a room to get to her. They reach a point where they are blocked by bars, and Charmcaster’s bag comes in, bringing in more of the egg bombs she can use. As she blows up the bars, Gwen asks the two if they are willing to give up a life of crime. Unfortunately, they say that they have a lot more to do. Instead of letting them follow her, she releases two stone statues that blocks their way. Pinky is angered, and hopes to take her revenge on the next time they meet.

At the RV later that night, Ben comes out of the RV and is disgusted by the smell of the “dinner” Charmcaster is cooking up. Ben catches Gwen at the top of the stairs, and readies to transform into an alien. Before he can even activate the Omnitrix, her stone beasts hold him down and tries to get into his head that she’s really Gwen in Charmcaster’s body. Ben seems to realize more of Gwen’s sudden change in behavior. Charmcaster and Grandpa Max find Gwen and Ben fighting. More and more confusion ends up, though Gwen tries to clear it up by asking Charmcaster a question about Ben’s teddy bear. Ben blurts out the answer in embarrassment. As Gwen continues to quarrel with Ben, Ben realizes that it really is Gwen, and Charmcaster finally gets out from being kind. Gwen tries to constrict her, but her own spells against her seems to be a useless tactic. Charmcaster chants the transfer spell again, hoping that it would finally get her to reach her purpose, but she ends up back into her own body. Gwen and Ben seem to be all right, but this time, they swapped bodies, and they react strongly by the reaction.

Ben and Gwen are too busy with arguing with each other about their body switching with each other. Ben tries to transform into an alien, but he realizes that he doesn’t have the Omnitrix. The Tennysons try to run away from Charmcaster as she tries to take them down. Unfortunately, Gwen struggles to activate the Omnitrix, and they were all taken hostage.

At a ship, Grandpa Max is all tied up while Charmcaster finishes up preparing for another attempt with the spell. Gwen and Ben are held under the ship, and Ben complains why girls have to use so much cosmetics and lotion. Gwen realizes that she left some lotion in her back pocket, and they can use it to get out. Gwen kicks his (or technically, her own) behind to push the lotion bottle out. She pours a generous amount and it was enough to slide her wrist out. She reaches to activate the Omnitrix while Ben tells her to turn to Four Arms. Instead, she transforms to Cannon Bolt, and at least they were able to get out. Charmcaster finishes up the ingredients, and finds that Ben and Gwen were able to get out. Grandpa Max was also lucky enough to get out of the ropes. He goes down and kicks Charmcaster out of the way. The stone beasts come and try to get Max down.
Ben and Cannon Bolt come out to the ship’s surface, and they ready a fight with Charmcaster. First Cannon Bolt attempts to flatten her. Unfortunately, Gwen realizes that it is a lot harder than it looks. Ben then dodges the cannon balls fired at him, and finds that Gwen’s body is swift. Cannon Bolt tries one more time to get to Charmcaster, but gets caught inside the bubble of the spell. Ben comes in just in time to kick Charmcaster out of her own spell, and Ben and Gwen get back to their normal bodies. Charmcaster gets tied up and ends up losing her magic bag before she was able to use something from it. Gwen then gave her a punch to pay back from the one Charmcaster gave her earlier. Grandpa Max struggles to get out of his situation with the stone beasts, Cannon Bolt crushes them and the Tennysons declare another victory over evil.
In the RV, Ben and Gwen are happy that things are back to normal. Gwen seems to have taken Charmcaster’s book of spells as her trophy. Grandpa Max tells them if they learned anything from the experience, and they say they haven’t, but it seems they have. In prison, Charmcaster sits down and slumps, and Pinky comes in and returns the favor that Gwen has done to them a while ago. Looks like Charmcaster is due for a beating.

Cast and Crew

Stars

Recurring Roles

Guest Stars

Notes and Important Points

Trivia

Allusions