The episode plot starts out on Vilgax's ship. Inside, Vilgax's robotic lieutenant announces that he has launched two improved versions of their robot drones, to track down the Omnitrix. Vilgax however, doesn't seem to be confident that the drones will be able to take the Omnitrix, because he believes the current holder is someone who is knowledgeable and dangerous, and can take on many opponents at once.
Ben is shopping around a grocery store. He is hungry, so he grabs a box of cookies from a section and doesn't think that the tower of boxes would collapse onto Gwen's head. Gwen in return, gives Ben a sarcastic comment and gets up.
Grandpa Max is outside cleaning the RV's windows. He spots the phrase "WASH ME," written on one of the windows, and he comments on Ben's artistic talent. Ben agrees with Grandpa Max. Just then, a laser blast takes out the back of an armored truck. Gwen is the first to comment, and she said that that is their statement.
The dust settles, and three figures appear. They all appear to dress the same way, and have a mask on to hide their identities. They are also heavily armed. The leader of the gang turns to Grandpa Max, and in a female voice, she asks what Grandpa Max is looking at. She aims her rifle straight at him. Before they were all shot, Grandpa Max pushes the kids out of the way just in time, though it hits the pillar behind him, and destroyed most of it. Ben is concerned for his grandfather's safety, so he decides to use the Omnitrix.
Meanwhile, the gang is unloading the loot from the armored car they shot earlier, and Four Arms shows up to deal with them. He creates a fissure by slamming into the ground, and all three of them are knocked off. Four Arms tells Gwen and Grandpa Max to run, the driver of the armored car walks out. Ben asks him if he is OK, but he just screams and runs away. Four Arms is distracted here for a moment, and end up being shot by one of the gang members. Four Arms was knocked back to a pillar near a gas pump, and a blast follows after, engulfing Ben inside flames. He comes out of the flames, and continues his fight between the gang. Four Arms finds that the gang members are women, and he expresses his feelings towards them. He is distracted by this, and the leader comes from the back and blasts him. Though the name is unmentioned, her name is Joey, and Gwen yells at Ben to clobber her.
Joey levels her rifle at Four Arms, and then Vilgax's drones show up suddenly to join the fight. They fire at Four Arms, and Joey's gang members decide that they should leave. Joey becomes annoyed. As Four Arms continues his problem with the drones, Joey prepares her gun to blast him, but misses because Grandpa Max noticed on what she was about to do. The tire Grandpa Max threw to her made the blast miss Ben, but hits the roof above Grandpa Max, and the debris completely covers up Grandpa Max. Ben and Gwen immediately become aware of his condition, and Four Arms tries to finish up his fight between the drones by smashing them together. Four Arms goes over to Grandpa Max and Gwen, and Gwen attempts to call 9-1-1, though Ben insisted on his method, saying that the hospital is nearby. He grabs them, and hops away to the hospital, leaving Joey alone.
Joey wakes up, and spots the drones that Vilgax sent. With curiosity, she pulls the top dome from one of them, but an attachment is put onto her neck. It then injected her with something, causing her to somehow transform. The police arrive to take her away, though she explains that she has done her time in jail. She uses her built in cannons to blow them off, and she grabs the cash and comments on the new abilities she has been entrusted.
At the hospital, the doctor explains their grandfather's condition to the kids. He had a concussion, a broken leg, and several lacerations, and Ben asks if he will be OK. Rest assured, the doctor says he will recover in no time. He then asks how he got hurt, and Ben says that he was hit by a bumper that was sent flying when one of the robot drones shot the car. The doctor immediately thinks that Ben is just using his imagination.
Back on Vilgax's ship, the robotic lieutenant reports to Vilgax that the drones have been destroyed, and Vilgax orders him to send more. The robotic lieutenant explains that they probably don't need to, because one of them seemed to have found a formidable host, and it is currently on the move. Vilgax thinks that the one head might be better than two in his case of obtaining the Omnitrix.
Back on Earth, explosions seem to be going off inside a jewelry store. Rojo is robbing the place, but she finds out the jewelry disintegrates in her hands. She is annoyed that the jewelry seems to be fake stuff, and comes to a nearby clerk, appearing to have nearly harmed her. She is then interrupted by a brief period of a headache, and Vilgax appears in front of her. He tells her that she serves him, though she does not like the idea. Her mind is then positioned into an empty space, where Vilgax fully describes her newfound form. In return, he wants the device he describes to her as the Omnitrix, and it seems that Vilgax has succeeded in getting her in his side.
Back at the hospital, Ben is still worried about Grandpa Max. Gwen however seems to be more worried that Ben lost to a bunch of girls. Ben says that heroes don't hit females, and Gwen uses the opportunity to hit him in the arm. Ben hits her back, and Gwen thought he said that heroes don't hit girls. He answers by saying that he isn't in hero mode at the moment. Ben heads out into the hall, and thinks of ways of how to help his grandpa. He suggests that he uses the Omnitrix, but Gwen seems to dislike the idea. Ben eventually activates the Omnitrix, and Rojo pinpoints his location. She crashes through the hospital window, and she demands that he is to hand the Omnitrix to her. Ben tells her to come get it, and Gwen and Ben run away from her. Rojo attempts to blast them from behind, and Ben finds a staircase, in which they use to get away.
During the run down the stairs, Gwen recognizes that Rojo is Joey from before. Ben realized it too, though they don't have time to discuss about it. They make it to the bottom, but Rojo takes a shortcut by jumping straight down. Outside in the parking lot, Ben and Gwen hide behind some ambulances. Rojo then decides to lure them out of hiding by starting a rock slide. Ben decides to turn to Four Arms, but he ends up as Heat Blast. Thinking that the fire would melt the rocks, but it made the situation even worse. He changes tactics and melts the ambulances to stop the rock slide, but it heads down to a bridge construction site, where the workers are busy working on it. Heat Blast just hates it when Gwen points out something, and ends up right. The people in the bridge notice the rocks and scatter to avoid them. Rojo attempts to stop him, but Ben destroys the bridge, leaving the city safe from harm. Now that that's over, he is free to focus on Rojo.
Rojo then grabs Ben and tosses him into a truck filled with sand. She blasts the truck, taking out an oil truck in the process. Heat Blast emerges from the rubble, appearing to be unharmed. Heat Blast then taunts her. She tries to attack him, but he dodges, and Heat Blast appears at the other side. He snaps his fingers, and the fire follows a trail of oil, where it eventually ends up at Rojo's location. Heat Blast leaves, thinking that he finished the job.
At the hospital, Grandpa Max has been moved to a new room. Ben blames himself for being the cause of all this, since none of this would happen if he never found the Omnitrix. Gwen points out that he can't remove it, and there is nothing that they can do.
Rojo recovers from the earlier attack, and scares innocent people away. Once they've left, Vilgax brings her mind into the empty space again, demanding to know if she got the Omnitrix. She admits her failure, and she was not mentioned that she would be fighting a superhero. Vilgax is angered, and he insists that she should get it. He threatens to end her life, if she does not do so.
Gwen and Grandpa Max are sleeping. Ben leaves a note on the bed, saying that it would be for the best. He runs off, and ends up at a park. A kid and his grandfather are there, and strangely enough, they are spending the summer with each other, like he and Grandpa Max are. It makes it obvious that Rojo is responsible. Ben gets up to go and confront her.
Gwen wakes up to find Ben gone, and she sees the note. She reads it aloud, explaining Ben's decision in leaving them. Grandpa Max wakes up and asks what's wrong, and looks at the television. The same report comes up, and they both know that Ben is gone. Gwen decides to go and help, and Grandpa Max insists that he should come along too. Gwen can't argue his statement, so she decides to lower his bed so that he can't get up.
Outside, some EMTs are called to the police academy. Gwen is hiding in the back. Rojo seems to be busy destroying everything in sight. Ben shows up as XLR8, and starts to fight her. She grabs him and kicks him into a car. She explains her purpose for her chasing him. She refers to Vilgax as "he," and XLR8 is confused. He stops thinking about it, and continues to fight Rojo. As they face off, a tanker comes up and aims at them. Before XLR8 was shot, he distances himself from their sight, and shoots Rojo instead. It then moves towards XLR8, but Rojo picks it up and tosses it at him. It appears that he may have been hit, but Ben shows up behind her. He delivers several blows, and she is sent flying into the air. She then counterattacks with her cannon and XLR8 is sent flying. The paramedics show up, and Gwen along in it. XLR8 quickly grabs her and runs into an alley.
In the alley, Gwen berates XLR8 for trying to ditch them. He reverts back to Ben at this point. Rojo then is heard flying towards them and Ben cuts the conversation and run away. Rojo catches up to them, and shoots them, but none hit. Ben insists that he running away is his choice, and he should be the one to be dealing with problems, in regards to the current situation. They then end up to a gym.
In the gym, Gwen gets a call on her cell phone, and it seems to be for Ben. Grandpa Max is on the other end of the line, but the first part of the conversation goes unheard. Ben mentions the situation they're in, Grandpa Max tells him to stop trying to fight Rojo on the outside and try to stop her from within. It gives Ben an idea, which Gwen makes sure to point out as more evidence that he can't just leave them. Ben activates the Omnitrix, alerting Rojo to his location. She begins blasting holes through the roof, and Ben transforms into Upgrade. Rojo searches the building, and Upgrade jumps on top of her and merges with the robotic parts. When he does, his mind ends up in the same empty space in which Vilgax and Rojo had spoken before.
In the empty space, Vilgax tells Upgrade to be very afraid, going through the typical villain speech about retrieving what is his and destroying Upgrade for taking it. Upgrade says nothing during the entire exchange. Vilgax then seems to swallow Upgrade whole.
Rojo is able to peel Upgrade from herself. Upgrade is both weary and disoriented from the experience, as is Rojo. When they get their bearings, Rojo tries to blast Upgrade. He dodges the attack and merges with some weight lifting equipment and attacks her. She manages to get away and falls onto a treadmill. Upgrade then merges with that, causing it to throw her into the weight lifting equipment. Once she recovers, she begins blasting away at Upgrade, hitting much of the foundation in the process. The police show up during this. Gwen tells them to duck just before a laser blast hits them. Once they avoid it, they begin firing on Rojo. Upgrade tackles her and merges with her again, this time shorting out all the robotic parts on her. When he finally gets up, the pieces crumble off of her, leaving her as regular Joey. Joey is surprised by this, trying to convince Upgrade that's she not a bad person, and says that she is just a girl. As she picks up her laser gun and points it at Ben. Gwen runs up and kicks her, echoing Joey's earlier statement. Upgrade then carries Joey out as the building collapses around them. He leaves her with the police and takes off with Gwen.
Grandpa Max is released from the hospital, and he is glad to be getting back on the road. They head to the RV, and Gwen questions Ben on his experience with Rojo. He explains the experience to her, and mentions that he met someone who told him to be afraid. Grandpa Max immediately responds by having a dour expression on his face, leading Ben thinking that he is afraid. Grandpa Max says that they will be all right, as long as they stick together. Ben and Gwen enter the RV, and Grandpa Max looks up at the sky, where he suspects a certain someone. Vilgax is patiently waiting in his regeneration tank, and the episode ends on that note.
At the hospital, Grandpa Max has been released. He's glad to be able to get back on the road. As they head to the RV, Gwen questions Ben on his experience with Rojo. He relates the experience to her, being sure to mention the part about how he should be afraid. Grandpa Max has a dour expression on his face, leading Ben to think that he is afraid. Grandpa Max quickly reassures him, saying they'll be fine as long as they stick together. This works for both Ben and Gwen. As they enter the RV, Grandpa Max looks into space, where Vilgax is waiting in his regeneration tank.