Ben and Gwen are in a highly competitive paper airplane war, but when alien-tech drones bombard the Rustbucket, the cousins must work together to ground the aerial attack and find out who's behind it: the alien conqueror, Vilgax!
The episode begins with Max looking into a binoculars, looking at birds. Gwen and Ben on the other hand are competing on who can make the best air plane. Ben's airplanes keep crashing. However, Gwen's airplanes are doing fine. Ben goes Heatblast and destroys one of Gwen's air planes. Max continues looking through his binoculars.
In an abandoned car factory, Vilgax is seen building an arsenal of drones. They fly out, and Max spots them. He calls the kids inside the Rustbucket. They follow the drones. Max demands Ben to transform, however his watch is timed out after turning into Heatblast. Gwen comes up with an idea, she creates a glider. On top of the R.V., she flies off, and gets the drones to follow her, and destroy themselves. Max and Ben watch from below. Soon Gwen is out matched with drones. Ben's watch times in, and he transforms into Omni-Enhanced Heatblast. Heatblast destroy most of the drones, and they fire back. Heatblast manages to destroy most of them, but more keep coming. Ben times out, and he begins to fall. Gwen flies in and catches him. The drone are still firing at them, and Gwen's glider takes a hit. The drones begin exploding. Soon the drones retreat. Ben questions where they are going. The drones fly into a nuclear power plant.
Gwen and Ben flies through and notices the Drones are carrying something. Ben times in, and demands Gwen to fly above the drones. Ben transforms into Grey Matter, and takes over one of the drones. He uses the drone to destroy other drones. Gwen takes out most of them, however one of the drones tears her wing. Grey Matter saves her by using one of the drones, and building a new glider out of destroyed parts. They both land on the abandoned car factory. Grey Matter then finds out that the drones were carrying nuclear power rods. He then figures out what someone is trying to build. Soon the ground starts shaking. Grey Matter and Gwen flies off to safety. Out of the factory, comes a giant air ship. Gwen questions who would build a ship like that, they both fly closer to find out. They discover that it was Vilgax behind it all along. Vilgax fires his ship's defenses at them, putting a hole in Gwen's glider. Grey Matter attacks back using the drone. Vilgax pushes a button, causing the drone to self-destruct. Gwen and Grey Matter remove the glider, and lands inside the lake. Max drives up, giving them towels. Ben is disappointed in himself, because of Vilgax getting away. Max looks on the upside, telling him that he battled Vilgax, and he and Gwen worked together. Gwen congratulates Ben, and teases him for making something that flies longer than five feet.
Guard: Huh? Yeah, hi. This is Joe at the front gate. You know that thing you said would never happen? It just happened.
Grey Matter: Greetings, my spherical attack projectile! I apologize for my impertinence. Lift with the back! Yaah! Wah! Wah! Whoa! Oh! Enough of this tomfoolery. How delightfully simplistic. If I bypass this central transducer, and re -- Whoa! Whoa! Wait! Who! Wait! Recalibrate the dampener! Eugh! Aagh! Viola?! Bad drone no more.
Grey Matter: This is bad. Very bad! Fly! Gwen: But -- Grey Matter: Fly! Gwen: What is that?! Grey Matter: A gigantic airship! Gwen: What?! Who'd build a ship like that?! Grey Matter: One way to find out. The bridge appears to be that dome in the center! Is that? Both: -Vilgax?! Gwen: Of course. Vilgax: Well, well. We have visitors.
Vilgax: Attacking me with my own servile drones? Clever, but pointless. Grey Matter: What?! Vilgax: I don't recall inviting guest. Grey Matter: He's communicating through the drone! Vilgax: Correct. And now that they've supplied my new battle ship with sufficient power, their service is no longer needed. Drone: Self-destruct sequence activated.