As Ben wakes up inside the RV, he looks for Gwen. It seems that they stopped at a gasoline station. Outside, as Gwen drinks, robbers with masks come out of the gas mart. One of them removes his mask, and before they were ready to leave, Ben appears out of nowhere. Grandpa Max tells him to get back inside the RV, but his courage comes from the Omnitrix. Somehow, when he was ready to activate the Omnitrix, it was not there. Then pages of comic strips pass, and it explains that stories are told once. In this case, it will be told another way. As it returns back to Ben, he finds that he's in trouble.
The biker robbers were ready to attack Ben, and Grandpa Max orders him not to stand around to be vulnerable. Grandpa Max knocks one of them down by whipping him off his bike with the gasoline hose. The second one comes, and this time, Grandpa Max uses a garbage bin to knock him down. They finished them off, but as they were readying to leave, Ben asks where the watch went. It seems that he has no memory of such thing. They drive off, and the police come to take the robbers to jail.
In the RV, Gwen praises Grandpa Max for what he did earlier. Ben, however, worries where the Omnitrix might have gone to. When he asks Grandpa Max, he says he picked up Ben a few hours ago. Gwen offers help to look for the watch, and asks how it looks. Ben tells her that she's seen it for so many times. She also says that it is their first day together. When Ben mentions their recent fight with Vilgax, Grandpa Max immediately hit the brakes, which caused the RV to go out of control. It seems that he had no memory of such an event either.
In space, Vilgax's ship pursues a smaller bluish vessel, which holds the Omnitrix. Inside the ship, a robotic lieutenant reports that their ship is losing power. Vilgax orders them to find as much power as possible to get the Omnitrix in his hands. As Vilgax's ship shoots a powerful blast, they successfully disable the smaller vessels propulsion system. As they were ready to board, the small ship self-destructs, and Vilgax is protected from the blast. The ship then launches the container with the Omnitrix to Earth.
In the RV, Ben continues to explain who Vilgax was to Gwen. Grandpa Max tries to explain if it wasn't anything he saw on TV. Ben tries to get them to believe his story, yet Gwen gives a good point why they should after telling them he saw Bigfoot at a recent family picnic.
They arrive at their campsite, and they head out. Gwen seems to enjoy the spot. But Ben comes out, and realizes that he's gone back in time, and they are at the same exact area where he found the Omnitrix. He insists that if he found it in the woods, everything will be normal again. Gwen doesn't seem to think that Ben is normal anyway. Ben tells Grandpa Max if he believes everything he's said, though he still seems ignorant about it.
As Ben helps Grandpa Max out to put up the tent, Ben notices the shooting star which holds the Omnitrix. As he runs to the impact site, he finds the pod that held the device gone. It seems that Gwen got there before him. As she tries to get the Omnitrix off, Ben insists for it back. In an unexpected event, she activates the Omnitrix and transforms into a female version of Heat Blast. Ben tells her to be careful not to put the forest on fire, but she said that only an idiot would do such a thing. Gwen experiments with Heat Blast more, and she uses her fire power to write her name in flames in the sky. Ben asks how she did that, especially after how Ben took a while to learn such a technique. She then asks if she can turn into any other alien, but Ben seems to have something in mind.
In space, a pod has been released from Vilgax's ship, and is headed down to Earth. Meanwhile, Ben seems to have fun with Gwen, especially after she's transformed into Grey Matter. As the raccoon chases her around, Ben laughs at her attempt in trying to get away from it. Ben then grabs her to tell her who knows how the Omnitrix works. Suddenly, the same pod that was sent out by Vilgax arrives at Earth, but lands where Ben and Gwen are. It transforms into a giant robot droid, and it seems to be looking for the Omnitrix.
At a nearby campground, the droid attacks the area to flush out the holder of the Omnitrix. Gwen comes as Diamond Head this time, and it seems that she isn't good at it. Ben gives her a tip and tells her to slice it. While she fights the giant robot, Grandpa Max tells Ben that he's in danger, and needs to get him and the others to safety. Grandpa Max thinks that Gwen is doing pretty good in combat, and she is a quick thinker. Compared to Ben, she is more strategic. While she reflects a giant blast back to the droid, it completely destroys it. Back at Vilgax's ship, Vilgax finds that his droid is completely destroyed, and infers that the holder of the Omnitrix must be cunning and strong.
Back at the RV's camping site, Ben is awoken by Grandpa Max's snoring, and Gwen was outside. She said that she did not sleep the whole night, and she was having fun experimenting with the Omnitrix. First she transformed into Upgrade to increase the processing power of her laptop. Then, into Ripjaws to catch fish. After that, she turned into XLR8 to pick up some extra clothes back at home. Ben tells her that the Omnitrix is a device not to be used for fun, though she proves him wrong by bowling with Four Arms. With every throw she makes a strike, and Ben is surprised by her talents.
Back at Vilgax's ship, a nearby monitor comes up in front of him to show him where the Omnitrix is most likely at. He seems to be heading at the location. At the bowling alley, Ben seems to be disappointed how everything is turning out so far, and it seems that Gwen seems to be doing better with it. But before they do anything else, Vilgax arrives in a giant ball. Gwen tries to reactivate the Omnitrix, but no luck. It needs to recharge. Vilgax then takes Gwen away to try and remove the Omnitrix. Grandpa Max arrives and picks up Ben from the severely damaged bowling alley.
In the RV, Grandpa Max comes to chase down Vilgax. It seems that he still does not have memory of their last encounter after Ben destroys Vilgax, though he seems to believe his story. Meanwhile, at Vilgax's ship, he prepares to remove the Omnitrix off of Gwen. She insists that he should remove it by simply slipping it off, though Vilgax wants to have a little fun while removing it. As the RV drives through the path that the giant ball made, Grandpa Max opens a compartment where a small handgun is kept. He gives it to Ben, just in case.
As they arrive at Vilgax's ship, Vilgax was ready to slice her arm off. Grandpa Max shoots his anti-Vilgax gun, though he dodges the blast. Vilgax then slices the weapon in half. While Grandpa Max and Vilgax fight each other, Ben comes up to Gwen to help her out. Ben then grabs the anti-Vilgax blaster and blasts Vilgax, but after that, a great surge hits Gwen and it somehow popped the Omnitrix right off. Ben was about to grab it, but it ended up on Grandpa Max instead. So to finish things off, Ben tells Grandpa Max to transform to Upgrade, and merge with the RV to make modifications.
Vilgax was able to hang on the RV after they rammed in front of him, though the Upgrade-RV pops a hand out from the side and throws him in the air. Ben then uses the blaster to send him back to his ship, and they end his life there, as well as destroying his ship. The episode ends, and the narrator says that some stories can be re-told differently, and you never know how it will turn out.