The Tennysons have just finished shopping at “Mega-mall-opolis.” Ben and Gwen seem to have enjoyed their visit, and while Gwen continues to read their booklet, the burglar alarm is activated, and the mall security comes out to take the robbers down. Ben decides to help them out and transforms into Wildmutt. While in pursuit of the two mysterious robbers, they were able to get onto a higher level in the parking structure by using a nearby street lamp. The police are puzzled by their method in escaping. Wildmutt comes up and finds that the two robbers were two normal looking senior citizens. But they were not as he seems, and they were fit enough to even fight against a beast like Wildmutt.
The elderly citizens were quite enjoying their duel against Wildmutt, while Wildmutt has difficulty even laying a scratch on them. It gets worse, and the police come in and think that the robbers released a “rabid dog” to cover in their tracks. Wildmutt makes a run for it while Grandpa Max brings the RV in so that he gets in. The police were going after the Rust Bucket, and in pursuit of it, Grandpa Max sees the police in front of them. He tries to avoid them, but he ends up crashing it into a pole. The police come in the RV to locate Wildmutt. Instead of finding the beast, he finds the Tennysons, perfectly calm and cooperative.
The next day, Gwen and Ben recall their event at the mall last night. They seem to be stuck at the mall area until the parts arrive for the RV. Until then, they are able to enjoy their time at the mega mall for a few more days. Gwen seems to be happy for what Ben has attempted and gives him a slap on the back. They continue on, and Gwen finds a bulletin board that catches her attention. “The Amazing Sublimino, Master of Hypnosis.” It seems to be the performers last day to be at the mall.
In the background, a voice cries out that Sublimino is ready to come out. A small man, with a bald head, big, round sunglasses, and a red colored vest comes out. He says he’s Sublimino, and he calls out for a few volunteers. He first starts out by swinging the pocket watch back and forth, telling his volunteers to focus on it closely. He knows it does not affect them at all, and he reaches out for another watch, but this time, he presses a button to activate some sort of wave, which then made them fall asleep. Gwen reaches out for a video camcorder and seems to be enjoying herself. Sublimino tells them that they are under command, and tells them that they will be newborn babies. In an instant, Ben and the two other volunteers immediately start crying as if they were babies, and the audience breaks out into laughter. Afterwards, a barnyard chicken, and the three start bawking and waving their arms. Grandpa Max questions Gwen what Ben is doing in the stage. But as Sublimino orders the three to become a specific figure individually, Grandpa Max knew that the joke is over when Sublimino tells Ben to be an alien. Gwen comes up to the stage as Ben was about to activate the Omnitrix. Sublimino is angered and tells Gwen that she is ruining the current performance. As she covers it up, she holds Grey Matter and it still seems that Ben is still under hypnosis. She seems to like what she’s just heard.
Later that night, Grandpa Max is busy doing the tune-ups for the RV, while Gwen and Ben inside takes a look at Ben’s performance while he was under hypnosis. Gwen enjoys the part where Grey Matter does the bidding for her. As Grey Matter combs her hair, he transforms back into Ben, who was awakened back to normal. Ben grabs the video camera away from her, and tries to erase the content. They fight for it, and Grandpa Max catches the camera as it flies through the air. Instead of fighting over the camera, Max tells his grandkids to go to bed.
The next day, the Tennysons are inside the mega mall again, and it seems that Ben is out of it. They find out that someone has robbed the mall again, and they find a diamond shard, which immediately catches their attention. Ben says he hasn’t done anything, although Grandpa Max and Gwen are completely suspicious, and his fatigue seems to show that he’s guilty. Later that night, when the clock tower strikes 12, the same waves are released, and Ben is awakened, and Gwen seems to have caught Ben transforming into an alien. She tries to call out to him, but no luck, Upgrade heads out to the mall. Grandpa Max and Gwen come after him, but to make it worse, the mall security have come to take him down.
While the helicopters surround Upgrade, more cops come in the ground. Upgrade is shot by the helicopters, causing him to “melt,” although it has no effect on him. He takes over one of the helicopters to shoot down the helicopters. Afterwards, he binds himself with the clock in the tower to escape. As Upgrade heads down, Sublimino questions who the alien must be, and where the “walking chandelier,” is, referring to Diamondhead. He tells Upgrade to head off and he binds himself to a nearby bulldozer. He then drives off.
The next day, Ben finds himself sleeping in the bulldozer, and to his surprise, he finds that it was next to the RV. Inside the RV, Grandpa Max and Gwen question Ben what he’s done, though they find that he was sleepwalking. To prevent further activity, they attempt to keep Ben awake, and Gwen seems to be enjoying her part of the job. Unfortunately, later that night, they were too tired to even keep themselves awake, and Sublimino yet again comes out to activate his watch. In an instant, Ben is awakened, and he transforms into an alien. Gwen and Grandpa Max wake up too to find that Ben is Heat Blast.
At the hardware store, Heat Blast helps out with the robbery by melting the steel wall. Grandpa Max and Gwen find him in there, though it may be a challenge to take him down. The cops come in to get him, though they find a few propane tanks behind them. They run out, and fortunately, everyone was safe before Heat Blast created an explosion.
The next day, the mall manager is being asked a few questions again, though he states the exact same thing. He puts the safety of his shoppers as a number one priority. In the RV, Grandpa Max and Gwen are suspicious of Sublimino, as he was the one to alter Ben’s consciousness. Grandpa Max suggests that they find him and track him down. At the mall manager’s office, Grandpa Max question where Sublimino might be, although he repeats over and over again that their shopper’s safety is their number one priority. Grandpa Max gives up and heads out. Sublimino comes in and is satisfied of how well his plans are going along so far.
Grandpa Max find Ben at a water fountain sleeping again, and he tells him that they need to continue their search. Gwen buys a pair of handcuffs so that Ben is unable to activate his Omnitrix. Unfortunately, they finally find him, and he has the mall under his control. He uses the clock tower’s giant clock to use as his instrument. As it swings back and forth, he tells them that he’s the amazing Sublimino, and there is no need for volunteers, because he plans to create an army of minions under his command.
As the giant watch continues to swing, Sublimino activates his watch to release the hypnotic waves again, this time, affecting all the shoppers in the area. Ben was able to avoid it, but Gwen and Grandpa Max were not so lucky. Ben tries to find the key for the handcuffs. Sublimino orders them to wake up and go do his bidding, and Ben needs to find a solution fast, before the situation gets even worse. Luckily Ben found a nearby key maker’s booth, and the metal grinder was on. He uses it to grind down the chain metal from his cuffs. He decides to become Wildvine to go against Sublimino.
Sublimino finds Wildvine and tries to command him. Wildvine finds that someone is driving a car after him, and Wildvine puts the emergency brake on before he hits the toy store’s glass entrance. Gwen and Max then come in another car, and Wildvine was successful in dodging them, although he is jealous that Gwen is in the driver’s seat. He finds Gwen and Grandpa Max driving off the ramp, and Wildvine comes to the rescue before the car comes down to their doom.
Wildvine uses the elevator to come up to the security control center where Sublimino is. Before Wildvine lays a hand on him, Sublimino orders out four senior citizens with chainsaws to take him down. Fortunately, he had the pods on his back that takes brings them down. Fortunately, Wildvine’s ability to grow his body lets him constrain Sublimino before he runs away. Wildvine loses him when he transforms back into Ben, and they fall down to the giant clock. Sublimino tells Ben that he‘ll put him to a trance that is unrecoverable. Ben grabs on to the second hand, and he takes the watch away from Sublimino. Ben activates the watch and snaps everyone out of Sublimino‘s trance. Sublimino loses his grip from the clock‘s hand, and he makes a run for it when he reaches the ground, although Grandpa Max was fast enough to open the car door and let him run into it.
They finally hit the road the next day, and Ben seems to have taken Sublimino’s watch as his trophy. He tries it out on Gwen, and orders her to fetch some ice cream for him. She heads to the freezer to take some out. He then tells her to give it to him, and she gave it to him, but in his head instead. It seems that Ben’s hypnosis spell on Gwen didn’t work.