During a drag race, Ben hopes to stay neck and neck with Vin Ethanol and LaGrange as XLR8, but when his watch keeps shorting out, our hero must get creative if he is to keep up with his fast and furious foes!
The episode starts off with LaGrange having a nightmare, being chased around a town of aliens that have defeated him before: Four Arms, Heatblast, and Overflow. Eventually wakes up, ashamed at what he has become. A voice is heard, startling LaGrange. A figure steps out of the shadow, revealing himself to be the Forever Knight. LaGrange questions what he wants, and Forever Knight asks him the same question, and hands him a device.
Elsewhere, the Tennysons arrives at a desert, and there they see Phil. Ben is impressed by his car. Phil tells them about the race, and how it's sponsored by a mysterious company, Galahad, Inc. Phil begins sneezing, but he still continues. He shows them the map of the race, however his allergies are getting worse. Max isn't sure if Phil is going to make it. Ben suggest that he races in Phil's place. Max allows it, but tells him only for Phil's sake. Vin Ethanol drives up, and greets Ben, telling him that he won't be winning anything. Ben recalls the time Vin tried to jump the great wall in China, and states that they're supposed to be friends. Vin states that when it comes to racing, there are no friends, and only family. Vin then drives off. All of the racers line up to race, including Ben. Ben attempts to transform into XLR8, however, he transforms back human. He questions what happened, and LaGrange pulls up, showing him the device that reverted him back to human. The racers soon take off. Ben transforms into Diamondhead.
During the race, Vin runs into LaGrange, who insults him. Vin ignores him and continues racing. Diamondhead falls behind all of the racers trying to catch up. Ben times out, however Gwen and Max pulls up in the Rustbucket. Ben tells them about the remote LaGrange has, that wont allow him to transform. Gwen pulls out Phil's map. As a narrow path approaches, LaGrange tries to distract Vin with sentimentality. Vin says nothing until LaGrange oils the road. Vin calls it a dirty move while he drives across the mountain to catch up to Lagrange.
Back in the RV, Gwen shows Ben the map, and a shortcut to win. Gwen reminds him of why he's doing this, but Ben is only focused on crushing LaGrange's remote. Ben transforms into Rath and runs off. Rath jumps through mountains, but he is soon distracted by a bunny. LaGrange comes close to knocking Vin off a Clift, he tells Vin he could never stay mad at family, but Vin denies LaGrange being family. Rath continues to chase the bunny, however he trips and falls off a cliff. However due to Rath's abilities, he sticks the landing. Ben times out, and prepares to dial up another alien. He recalls why he's doing this, and hears Gwen's voice in his head reminding him that he's doing this for Phil. Ben ignores it, and transforms into Slapback. LaGrange and Vin drives up, and LaGrange mocks Vin. LaGrange laughs, stating that nothing can stop him from winning the race, and right before he knows it, Slapback and his duplicates stacks up ahead in the road. LaGrange's car gets knocked off the road, allowing Vin to pass him. LaGrange states that he can still win, and tries to catch up to Vin. He tries to catch up, however the car is accelerating slowly. He looks at the back of his car, and notices Slapback slowing it down. LaGrange calls out for Vin's help, however Vin ignores him stating that his old tricks won't work anymore. Vin reaches the finish line, and is congratulated by the huge audience. A man hands him an envelope, which is the prize. Vin looks over to the man who handed him the letter, however he is no where to be seen. Max and Gwen pulls up in the Rustbucket, and questions where Ben is. Gwen yells at Ben because he got distracted. Ben tries to explain, however Gwen tells him that there are other people who can take care of LaGrange. Phil walks up, amazed by the end of the race. Ben apologizes to Phil, and mentions how he got distracted by getting the Omnitrix jammer from LaGrange. Phil is impressed by the Omnitrix jammer, and asks to take it in for some studies. Ben questions if he's mad about him not winning the race, however Phil states that it was just a tour of a nearby factory.
Later that night, at 11:00 p.m., Vin drives up to an old factory. He walks inside and is greeted by the Forever Knight, who congratulates him on winning the race. Vin states that the win was dirty, and he does not deserve the prize. As Vin begins to walk away, Forever Knight states that there's a spot on a "thing" he's putting together. He uses many words to describe it, and finishes it with the word "family", which catches Vin's interest.
Vin: For Family! LaGrange: Bonjour, Ethanol. Did you do something new with your hair? (laughs). Vin: Grrr.
LaGrange: Why the cold shoulder, Vin? That's now way to treat you're family. (Groans). I must say, your commitment to the sudden treatment is inspiring. (Gasp). Qu'est-ce que c'est?! Uh, t-think of how much better we race as a team, huh? Together or not at all, remember? Vin: (Groans). LaGrange: Always a fool for sentimentality. (pushes button). Vin: That was a dirty move, and you know it. LaGrange: I have not even begun to play dirty.
LaGrange: Oh, no shame in coming in second to a superior driver, eh. Vin: You ain't a driver, LaGrange. You're a cheater. LaGrange: Oh, thank you as always for you sanctimonious morale judgment, but I have a race to win. (Pushes button). Vin: Hey, what are you -- Whoa! Did you just try to throw me off a cliff?! LaGrange: Oh! (Chuckles) Oh, you'll get over it. You never could stay mad at family. Vin: You ain't my family, LaGrange.
Vin: Yo. Forever Knight: Ah, Mr. Ethanol. I believe congratulations are in order. Vin: (Groans). Forever Knight: I have a job offer of sorts I wish to extend. Vin: Thanks and all, Tin Man, but I have to turn you down on that one. I can drive circles around LaGrange, but that win back there wasn't clean. I don't deserve your prize. Forever Knight: Just hear me out. Perhaps job is not the best way to put it. There's a place for you on this...thing, I'm putting together, a consortium, a gathering of forces, a...family, you might say. Vin: Family, huh?