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.