The episode begins with Gwen waiting for Ben and Kevin so that they can go to the beach. She is anxious because each of their trips is stopped by Plumber business. Just then, two aliens beam in. They introduce themselves as Ambassador Zaw-Veenull and Cicily from the planet Lewoda. They ask Ben to deliver a peace offering to their enemy, the Pantophage. The offering is Cicily's baby son and their crown prince, the Tiffin.
Energy crackles on the Omnitrix when the Tiffin comes near him, but Ben denies anything being wrong. Zaw-Veenull gives them a gold credit cube, which has no spending limit, and a powerful ship, impressing Kevin. Ben assures Zaw-Veenull that they will deliver the Tiffin and the Omnitrix continues crackling. In the ship, Gwen feels uneasy about using a baby as a peace offering and feels that Zaw-Veenull is hiding something. The Omnitrix malfunctions and transforms Ben into Rath. Rath immediately starts throwing things around and screaming at the Tiffin. Kevin leaps onto Rath and Rath viciously attacks him. Gwen puts a mana bubble on Rath's head. Rath screams and quickly uses up all of his air before passing out. When Rath awakens, he is bound by mana and immediately picks a fight with Kevin. Gwen tells Rath that he is an Appoplexian, an aggressive, battle-hungry, unintelligent species. Gwen releases Rath and he tries to transform back into Ben, but fails. Rath then tries to tear off the Omnitrix, but he fails at that as well. Rath is hungry, so they go to a restaurant in space. Argit is there and he goes to talk to Kevin. Kevin speaks to him about the Tiffin, much to Gwen's displeasure due to not trusting Argit. Argit slinks off and calls someone when The Vreedle Brothers arrive, much to Gwen and Kevin's shock. The Vreedles reveal that they are clones made by their parents with an expired kit and then ask for the Tiffin, due to intending to hold him for ransom.
Kevin wants to give the Tiffin to the Vreedles, but Rath objects. When the Vreedles see Rath, they get scared and offer 1,000 credits to anyone that helps them. The restaurant patrons produce guns. Rath attacks the Vreedles and fights the aliens. The aliens try to take the Tiffin, and Gwen and Kevin fight them. Octagon shoots Rath, but he is unharmed, and gets angry because Octagon destroyed his food. Rath quickly defeats Octagon and Rhomboid, blasting them into space. The team leaves, with Kevin dragging Rath back to the ship. Kevin and Gwen are worried that Rath will never be able to transform back into Ben. Suddenly, they are attacked by Incursean Commander Sangfroid, who is against their mission. He tells them to prepare to be boarded and killed, but Rath screams at him and jumps into the Incursean ship. He defeats the soldiers and attacks Sangfroid. Rath returns to his ship after having negotiated with Sangfroid. The Incurseans still attack them, angering Rath. Kevin pushes the ship's engines to their full power and heads towards a black hole. He is able to maneuver away, but the Incureans are sucked in. Later, Rath develops a soft spot for the Tiffin and Kevin says that the engine is damaged, but he has found what he needs to fix it: Taydenite. This angers Rath, as he says that every time Taydenite comes up, Vulkanus tries to kill them. Kevin doesn't believe him, but Vulkanus shows up and orders his minions to kill the team.
Vulkanus makes fun of Rath, which makes Rath furious. Kevin tries to negotiate with Vulkanus for some Taedenite. He offers 10 times the going rate for Taydenite, but Vulkanus declines. Rath yells at him, calling him a baby man and saying that Kevin's deal was a great deal. Vulkanus tells his minions to kill the team. They engage in a fight and Rath pulls Vulkanus out of his suit and takes Taydenite for the ship after destroying Vulkanus's supply. They finally arrive at the Pantophage home planet. Cicily contacts them and tells the Tiffin that she is proud of him. She begs Rath not to give the Tiffin to the Pantophage, but he refuses. They go to the Pantophage's king, Jarett. Rath gives him the Tiffin. He puts the Tiffin on a pie and eats the pie, shocking the team. Rath tells Jarret he thought the Tiffin was going to be kept as a peace offering; Jarret tells him that he is all that plus a rare delicacy and that's what a peace offering is on Pantophage, making Rath furious. Rath jumps down his throat and rescues the Tiffin. Then, he tells Jarrett that he will do much worse if he dares declare war on the Lewodans. They go outside and Zaw-Veenull and Cicily arrive. Cicily is overjoyed to see the Tiffin alive. Rath tells Zaw-Veenull to never speak to him again. They leave with the Tiffin and Rath transforms back into Ben. Kevin says that interference from the Tiffin kept Ben as Rath. Ben, angry at Kevin for not telling him sooner, transforms into Rath again and yells at him, which prompts Kevin to silently cry for help.
Rath (first appearance; x2; first time was unintentional transformation)
Rath: YOU WANNA FIGHT ME, KEVIN LEVIN?! (Throws Kevin at the wall) LET'S GO!!! Gwen: Someone needs a time out! (puts a mana sphere over Rath's head) Rath: (Tries to get the sphere off his head) TIME OUT?! IT'S TIME FOR YOU TO LEARN THAT NOBODY CAN BEAT ME AT-!!! Did I just use up all my air? (hangs his tongue out of his mouth and falls unconscious) (Rath regains consciousness, Gwen and Kevin walk up to Rath) Gwen: Ben, can you understand me? Rath: 'Course I can, Gwen Tennyson!! You think I'm stupid?!! Kevin: Yep, thick as a brick. Rath: (stands up) YOU WANNA FIGHT?! YOU WANNA FIGHT?!! DAAAAAAAAGGGHHH!!! (attempts to attack, but cannot because Gwen has used her mana to restrain him) Gwen: Not helping, Kevin. (turns back to Rath) Calm down, Ben! We need you to listen. You've become something called an Appoplexian. We looked it up in the ALDB. Rath: Huh? Gwen: Alien Lifeform DataBase. Kevin: Appoplexians are powerful, argumentative and extremely aggressive. They believe any problem can be solved by hitting it. Rath: Not true! Sometimes you have to hit things a LOT! Kevin: It also says they're not too bright. (crosses his arms. Rath growls at him) Dude, did you just growl at me? Gwen: Okay, Ben, I'm going to let you go, but you have to stay calm. Control your anger. No stomping! (lets Rath go) Kevin: Maybe you wanna reboot the Omnitrix and get back to normal? Rath: Okay, but not 'cause you told me to! Kevin: Nope. It was your idea. Rath: Okay. Here we go. Changing back. (slaps the Omnitrix symbol, but doesn't change back and the Omnitrix symbol makes a 'powering down' noise) Wha'? It's busted! (whacks the Omnitrix symbol repeatedly, but still doesn't change back) Come... OFF ME! (starts to pull at the Omnitrix symbol, obviously generating a lot of pain) Gwen: Stop! Ben! Rath: (still yanking at the Omnitrix symbol, eventually flings himself onto the ground. Gwen, Kevin and the Tiffin go over. Rath sits up, surprising the others) Anybody hungry?!
Gwen: (about Argit) He's a conman, who would sell his own mother for lunch money. Kevin: I happen to know he got top dollar for his mom.
Rhomboid: (Sees Rath) Is that an Appoplexian? Octagon: Yep, and they're even stupider and meaner than we are!
Rath: (After Octagon blows up his plate of food) LEMME TELL YA SOMETHIN', OCTAGON VREEDLE!!!! YOU'VE GONE TOO FAR!!! A MAN'S FOOD IS HIS CASTLE!!! Octagon: (confused) I believe what you've done there is mixing what-ya-might-call-it,... metaphors!
Sangfroid: Greetings, Earthlings. This is commander Sangfroid. Kevin: You're an Incursean. Sangfroid: Yeah, I am. Now, as you know, we Incurseans love war. Can't get enough of this stuff. Its what we live for. Gwen: Aha... And your point is...? Sangfroid: This peace-mission your on... we're against it. So prepare to be boarded, then killed. Nothing personal. Rath: LEMME TELL YA SOMETHIN', INCURSEAN COMMANDER SANGFROID!!! RATH HAS A BETTER IDEA!!! I'M COMING OVER!!! (Walks to the airlock) Gwen: You're gonna need a space suit! Rath: Whatever!
Rath: TAYDENITE?! Gwen: Told you he wouldn't like it. Kevin: (being lifted by Rath) What's the big deal? Rath: The big deal?! The big deal is...uhhh...uhhhh...(puts Kevin down) You tell him. Gwen: Because, every time you mention Taydenite, Vulkanus shows up and tries to kill us. Rath: What she said! Kevin: Come on...You're exaggerating. Vulkanus:(appears out of a cave) Hey! What are you doing here?! (army of aliens come out behind him) Doesn't matter... Kill them!
Vulkanus: Hang on...Is that you Tennyson?! Rath: Yeah. So? Vulkanus: So what happened, did you set the Omnitrix to UGLY? (laughs) Set the Omnitrix to ugly...! (laughs at his joke more; his minions start to do the same) Rath: LEMME TELL YA SOMETHIN', VULKANUS!!! Kevin:(steps forward before Rath can attack) Whoa, big guy! Let me handle this. Gwen: You? Kevin: Me. You think Ben's the only one who can do a negotiation? Gwen: Well, not at the moment. Kevin:(turns to Vulkanus) Vulkanus, you've made a lot of money off me. Do we have to be enemies? Vulkanus: Pretty much, yeah. Kevin: Even if I'm willing to pay for what I need (pulls out a small gold cube), say 10 times the golden rate. Vulkanus: I like the way you're thinking! (leans forward) But considering that you're in my territory, and there's no way for you to escape, the number seems...low. Rath: Come on, that's a great deal considering every time we run up against you, we kick your butt! Vulkanus: What did you say? Rath: I should have said spank your butt, since you're just a little baby in that big mechanical suit! Kevin: Uh Ben, I got this one? Rath: I'm gonna call you Babyman, Babyman.
Kevin: As we make our final approach to the Pantophage home planet, let me say thanks to all of you for flying with us on Kevin Levin airway. Gwen: Oh, just button it.
(Rath, Gwen, and Kevin bring the Tiffin to a large temple where a huge, red Jarett is sitting on a throne) Jarett: I am Jarett, King of the Pantophage. Rath: (snatches the Tiffin's egg from Kevin) Let's get it over with. WE BROUGHT YOU THE TIFFIN! Jarett: And, I thank you for your trouble. (He takes hold of the egg. The Tiffin squeaks sadly) Rath: Sorry, little guy. (He lets go of the egg. Jarett places the Tiffin on top of a yellow cake) Jarett: There. Isn't that... lovely? (Quickly picks up the Tiffin and eats him, then rubs his stomach) Ah... (Rath, Gwen and Kevin stare in disbelief and shock.) Kevin: UGH! (Kevin faints) Rath: DID YOU JUST EAT THE BABY?! Jarett: Ah, yes. I did. Rath: I THOUGHT YOU WERE GONNA KEEP HIM!!! I THOUGHT IT WAS A PEACE OFFERING!!!! Jarett: Yes, well, he was all that. Plus a rare delicacy. That's what a peace offering is, here on my planet. Rath: Eating... BABIES... IS NOT... COOL!!!! (He jumps down Jarett's throat, wriggles around in his stomach, and bursts through Jarett's front teeth, holding the Tiffin. The Tiffin squeaks.) Yeah, I know. Same here. Jarett: How dare you! Certainly you realize that this means war! Rath: (gives Kevin the Tiffin) Hold this. (He leaps onto Jarett's face) LEMME TELL YA SOMETHIN', JARETT OF PANTOPHAGE!!! I JUST JUMPED DOWN YOUR THROAT!!! YOU START A WAR WITH THE LEWODANS AND I'LL DO IT AGAIN!!! ONLY NEXT TIME, I'LL KNIT YOUR INTESTINES INTO A SWEATER!!!!
(The Tiffin reunites with Sicily) Sicily: My son! Alive! It's a miracle! Kevin: Glad to help. Now, about our fee-(Gwen elbows him) Gwen: We're happy it all worked out. Zaw-Veenull: Nevertheless. On behalf of Lewoda, let me to offer our sincere gratitude to you, for negotiating a peace treaty with the Pantophage, who otherwise would have- Rath: (confronts him) Did you know Jarett was gonna eat the baby?! Zaw-Veenull: Er, well, I wasn't sure exactly, but- Rath: (Points his claw at Zaw-Veenull's face) Never...talk to me...again. (Zaw-Veenull backs away as Rath retracts his claw) Cecily: Thank you, Ben Tennyson. Thank you all! (Rath turns back into Ben as Zaw-Veenull, Sicily, and the Tiffin leave) Gwen: Ben, you're back! Ben: Yeah! As soon as the Tiffin left, I went back to normal. Gwen: That baby must have sent out some sort of interference that messed with the Omnitrix. Kevin: Good guess. Ben: You KNEW?! Kevin: Well, I wasn't sure exactly, but... Ben: (Angry) Kevin... Rath would like a word with you. (turns into Rath)LEMME TELL YA SOMETHIN', KEVIN E. LEVIN! Kevin: (squeaks) Please don't.
Kevin: This whole trip is like one of those dreams, where everyone you know is in it, and they all wanna hurt you! Gwen: I don't have dreams like that. Kevin: Oh. Uh, me neither!
Gwen: Hurry up! We're losing our light! Ben: We're not losing the light; it's eight in the morning! The beach is open all day. Gwen: You're right. Get a move on, Kevin!! Kevin: (drives the car out of the garage) Geez, I'm coming! I'm like, five minutes late. What's the big deal? Gwen: I'll tell you what the big deal is: I've been trying to go to the beach for a month, and every time we're about to leave, something happens. Monster on the loose, alien invasion... Ben: Sometimes it rains. Gwen: Well, not this time. This time- (Zaw-Veenull appears) ...Just forget I said anything.
When Jarett says "Certainly you realize this means war", is similar to Looney Tunes when Bugs Bunny recites Groucho Marx's infamous sentence "Of course you realize this means war" when he is offended.
Argit comments on Kevin's mutated form by saying, "Kevin! Long time, no see. You look different. Did you get a haircut?" A phrase which is very similar to his comment of Kevin's form in Simple when he says, "Kevin! Long time, no see! You look different. Did you cut your hair?"
Despite being confirmed to have died in Busy Box, the Vreedle Brothers reappear in this episode. The Vreedle Brothers go on to explain that they are in fact clones created by their parents via an "expired cloning kit".