Ben wakes up and find that the Omnitrix is acting weird. But after a few seconds, Gwen falls of the bed, and his grandpa cooks food that is actually delicious. Later, Ben sees a bus full of cheerleaders, but all of a sudden the tires pop. So Ben turns into Diamond Head. Vulkanus and Six Six appear out of nowhere. Ben later deals with them and fixes the tire. As soon as the bus starts to leave, Kai appears (as seen in "Benwolf").
Ben states that the day's going to be great. Later in the day, Ben and family go to a pizza and games restaurant and Ben wins every game, and is kissed by two girls on the cheek. After leaving the restaurant, a box of Sumo Slammer games falls out of a truck, and Ben says that he should send it back. But Max says play on. Once again, the watch acts weird again. Ben is playing the game, and Gwen and Max make snacks.
Ben is wondering why they're being so nice, but he says keep it up. Later, another Gwen and Max appear telling Ben that the nice clones were fakes. The nice Gwen and Max appear and fight the real ones. Later, the real Gwen and Max tell Ben about what happened. The RV and an SUV collide, and out comes Lt. Steel. He tells Ben that Gwen and Max are Limax working for Vilgax. As said Vilgax comes out his ship and fights Ben, but Ben turns into Four Arms.
Vilgax tries to put Ben into the Null-Void, but Ben sends Vilgax into the Null-Void. Steel says he should send Gwen and Max to the Null-Void, too, but Gwen reveals she's real. So Ben sends Steel's men in the void instead. Steel reveals himself to be Enoch. Ben and family are then sent to Ben's nightmare... school.
Ben finds Kevin and tries to go hero, but the Omnitrix is recharging. Ben and family escape Kevin, but JT and Cash appear, and give Max a wedgie, so Ben tries to go hero, but the Omnitrix turns him into Grey Matter. Grey Matter finds an exit, but he and family are captured by Enoch, Six Six, JT, Cash, and Kevin. Ben soon learns he can control his dream, so he turns himself into Ultra Ben and turns Max into Ultra Grandpa. Gwen is turned into Ultra Gwen, but with a rat head.
Ben fights Enoch long enough to escape the dream world. Ben turns into XLR8 to put Enoch into the dream world, but XLR8 turns back into Ben. Enoch finally removes the Omnitrix, but unfortunately Enoch was in the dream world all along, and Ben is still XLR8. Enoch's leader, the Forever King, gives up on Enoch and states that Enoch has failed him too many times.