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 by waking up, and very ashamed at what he has become. A voice is heard, startling him and the shady figure, revealing himself to be the Forever Knight. LaGrange questions what he wants, and Forever Knight asks him the same question, and hands him a mysterious device.
Elsewhere, the Tennysons arrives at a desert, and they 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, to which Ben suggests replacing him and Max allows it, but tells him only for Phil's sake. Vin Ethanol drives up, and tells Ben 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, he stoically states that when it comes to racing, there are no friends, and only family and then drives off. All of the racers line up to race, including Ben, who attempts to transform into XLR8, however, he transforms back human and 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, and proceeds to 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 Rust bucket. Ben tells them about the remote LaGrange has, that won’t allow him to transform. Gwen pulls out Phil's map also as a narrow path approaches, LaGrange tries to distract Vin with sentimentality, but he says nothing until LaGrange oils the road. Vin calls it a dirty move while he drives across the mountain to catch up him.
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, and he transforms into Rath and starts jumping through mountains, but suddenly gets distracted by a bunny. LaGrange comes close to knocking Vin off a cliff, he tells him that 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 thanks to his abilities, he sticks the landing. Ben times out, and prepares to dial up another alien, but recalls why he's doing this, and hears Gwen's voice in his head saying that he's doing this for Phill, but he ignores it, and transforms into Slapback. LaGrange and Vin drives up, and LaGrange mocks him, 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 with him, he attempts to, but however the car is accelerating slowly and looks at the back of his car, and notices Slapback slowing it down.
LaGrange calls out for Vin's help, however he says that his old tricks won't work anymore and does reaches the finish line, and is then congratulated by the huge audience, and also a mysterious man hands him an envelope, which is the prize, he does looks over to the man who handed him the letter, but he is not there. Max and Gwen pulls up in the Rust Bucket, and questions where Ben is, and then roars at him for being distracted. Ben tries to explain himself, however she 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 him, and mentions how he got distracted by getting the Omnitrix jammer from LaGrange. Phil is impressed 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 and calmly walks inside and is greeted by the Forever Knight, who congratulates him on winning the race. He coldly remarks that the win was dirty, and doesn’t deserve the prize. As he begins to walking away, Forever Knight states that there's a spot on a "thing" he's putting a something and catches his interest by saying ‘’family ‘’.
Vin: For Family! LaGrange: Bonjour, Ethanol. Did you do something new with your hair? (laughs). Vin: Grrr.
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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.
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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.
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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?
Overflow makes a quick appearance in this episode in LaGrange's nightmare despite being removed from the active playlist by this point.
Upgrade and XLR8 were originally supposed to appear in the nightmare scene that was cut from the final episode.[KT 2]
During production, the crew realized that a design for LaGrange without his sunglasses did not exist, which led to the gag where he took off his sleeping mask only to be wearing them underneath it.[KT 3]