After the Rust Bucket breaks down, Ben discovers they’ve stumbled on to the last leg of the Cali 10 Hundred, an epic, off-road auto race where mad driver LaGrange has returned for revenge against those that disqualified him years ago.
The episode starts off with an impatient Ben, ready to go to a Go-Kart race. Max and Gwen are annoyed at Ben’s impatience. Soon three vehicles drive by in a rush. The Rustbucket hits a rock in the road and is pulled over. Ben encourages Max to chase them, however, Max points out that the Rustbucket is damaged, and isn’t in any condition to chase them.
The Tennysons manage to find a repair shop in Twilight Falls. The three walk through the town, and Ben spots a cool car. He questions what a car like that is doing in such a boring town. A lady appears from beneath the car, and reveals herself to be Komal. She welcomes them to her shop and explains it’s under maintenance. Max tries to explain that they need their R.V. fixed, and Komal calls up her crew immediately to fix it. Komal explains that she is tweaking up her car for the big race later on. Every year the world's greatest racers gather there to compete in the Cali Ten Hundred. Komal states the money could really help her. Suddenly, LaGrange and his two lackeys show up. Komal and the Tennysons are displeased at the sight of LaGrange. LaGrange fires missiles at Komal’s car, destroying it. To make matters worse, Komal’s is damaged as well. Komal informs them that there is another vehicle to use. Ben gets the idea to upgrade the car. Komal is confused as to what kind of upgrades. Ben just tells her to get the car to the race, and they’ll handle it then.
At the race, all of the racers are gathered up, ready to compete. Ben transforms into Upgrade, and merges with the car. Gwen hops inside to ride with him. LaGrange demands his men to sabotage the race for others, by taking them all out of the race. Ben and Gwen manage to catch up to LaGrange and his men. The two manage to throw obstacles in their way, but using Upgrade’s unique abilities, Ben overcomes them. The two Tennysons manage to get ahead of LaGrange, impressing him. He betrays his men by destroying their cars. Gwen makes a bet with LaGrange. If he wins, he gets the car she’s riding in, and if they win, LaGrange must never race again. LaGrange accepts, and speeds up. Unfortunately, Ben times out. Ben’s Omnitrix almost immediately charges by shaking it, and he attempts to turn into XLR8. Instead, he transforms into Heatblast, but he uses his ability to fire flames to speed the car up. LaGrange fires heat-seeking missiles at them, but Heatblast manages to redirect them into LaGrange’s car. LaGrange escapes by using an extension of his vehicle. Ben and Gwen finally complete the race. Afterwards, the Tennysons finally go Go-Kart racing.