Aboard the SS Pettigrew, Ben must not only battle seasickness, but Steam Smythe, who looks to use his mechanical creatures to sink the ship.
The episode begins with Gwen narrating the details of the Blue Bear Bay and the SS Pettigrew. Ben on the other hand is seasick. Gwen explains the specs of the ship, but Max
states that these ships can't compare with the S.S. Manby. Max points over to the S.S. Manby, which has been decommissioned for years. Max show Gwen a picture of his younger self riding the ship for the first time. Gwen notices a guy in the back who looks familiar. Max also agrees, but they can't but their fingers on it. Ben, in the background, is still throwing up. Gwen tries to tell him that a good way to cure seas sickness, is to look to the horizon. Ben interrupts and transforms into Wildvine. He thinks he feels better, but he throws up again. He times out not feeling any better than before. Ben looks down into the water and notices something rising. Arising from the water, is the Clocktopus. Ben transforms into Diamondhead, and is confused on why Steam Smythe is after a very old ship like the S.S. Manby. Gwen notices something, and she takes the image Max showed her earlier. She points out that the background guy in the picture and Steam Smythe are twins, but Max corrects them and states that they are the same. Max is confused as to how since the picture was taken over forty years ago.
Meanwhile, Diamondhead tries to take down Steam Smythe. Ben saves all of the civilians, and then times out after. Steam Smythe then picks up Ben, and holds him as his blimp arrives. Steam Smythe sends Aristocrow to release his army of steam powered piranhas. Ben then throws up over Steam Smythe's Clocktopus. Smythe drops him, and Ben lands near Max and Gwen. Ben states that he can't concentrate, but Max tells him to ignore the little stuff, and focus on the big picture. Ben then tries to look to the horizon. Ben is now feeling better, and is ready to defeat Steam Smythe. He transforms into Omni-Enhanced Heatblast, and flies up to fight Steam Smythe. He fires his electric fireballs at him, but they have no effect. Heatblast is overpowered by his sickness. He then gets the idea to use the Manby against Steam Smythe. Heatblast spins around, making himself want to throw up. He then throws up fire into the Manby, starting the engines, and steering the ship towards Steam Smythe. Heatblast steers the Manby in front of the SS Pettigrew, and Smythe uses his Clocktopus to protect it. The piranhas then begin destroying the clocktopus. OE Heatblast takes Steam Smythe out of the pilot seat, and throws up in the water yet again, destroying the Piranhas once and for all.
Later on, the Tennysons drive off, and Max congratulates Ben on his efforts. Ben admits that Gwen advice did indeed work. He then apologizes for sinking the Manby. Max accepts it, as he still has his memories of riding it.
This episode aired as the 3rd episode of Season 2 and the 43rd episode overall in U.S.
In the picture where Max Tennyson was a boy, there is a man in the background who has the same appearance as Steam Smythe. Either he's Steam Smythe's oldest family member or he is the real Steam Smythe; a clue that shows Smythe may be older than Grandpa Max Tennyson.