Grandpa Max's alma mater asks him to use the Omni-Copter to transport an important exhibit to an exotic nature reserve in Yucatan, but when the exhibit turns out to be a rare and very large baby moth, Ben must keep Tim Buktu from stealing it.
Plot[]
While flying in the Omni-Copter with his family, Ben struggles to open a snack bag. Max and Gwen try to explain to Ben the value of not using brute force to solve problems, but he ignores them, and rips open the bag, getting snacks everywhere, much to Max's dismay. He lands the Omni-Copter, and explains to the cousins that they are going to be transporting a rare animal for his friend, Professor Lux. As they leave the Omni-Copter, Ben speculates as to what kind of animal it could it. He drops a snack on the way out, and a cloaked figure takes it. Entering the Omni-Copter, he chews it into the shape of a key and breaks into the vehicle.
Ben continues to speculate on the animal, until Gwen, annoyed, tells him to stop. Ben comforts his character Cybearg. Lux shows them the animal, and it turns out to be a cocoon, failing to impress them. She explains that a moth will emerge from it, and it is capable of eating almost any known substance, scaring Max. She tells him to worry, and that as long as it isn't disturbed, it will remain asleep. Ben uses Four Arms to bring the cage into the Omni-Copter, and Max leaves to start the engine. The cage accidentally slides out of Four Arms' hands, and while he and Gwen argue, the cloaked figure watches from above. Max radios to Gwen, explaining something is wrong with the autopilot, meaning he has to stay in the cockpit. Suddenly, the cloaked figure, revealed to be Tim Buktu, appears. Tim threatens to wake up the moth if Gwen tries to get Max, explaining his goal of leaving with the moth. Ben and Gwen bait him into explaining the plan, which he reveals to them. The cousins point out the stupidity of using animals to rob a bank, and Ben notices Tim stole his original character Cybearg.
Ben times back in, and transforms into Omni-Kix Four Arms. Tim swiftly dodges all of his attacks, until one of Four Arms' rocket fists hits the cage, in turn awakening the Baby Moth from its cocoon. The moth, angered, breaks out of its cage, but Gwen uses one of Max's floral shirts to distract it. While the moth eats his shirts, Tim reveals his matching moth outfit and call, which act as the moth's mother. Ben and Gwen try to stop him, but are bound by the moth regurgitating the shirts. Tim and the moth leave, and Ben tries to find Stinkfly. However, he is unable to, and instead finds another winged alien. Ben slams down the dial, and becomes a red manta ray-like alien. He tries out several names, before both he and Gwen land on Jetray.
Gwen pushes Jetray out of the Omni-Copter, and he quickly learns how to fly with his wings. He catches up to Tim and the moth, where he learns he can fire lasers from his eyes and tail. Jetray shoots Tim out of the sky, angering the moth. Jetray escapes back to the Omni-Copter, where Gwen fills Max in on the situation. Ben explains that Tim got away, and Max spots silhouettes made by the moth and Tim in the clouds, luckily close to the drop-off point.
On the ground, Tim notices the Tennysons landing, and tries to escape. However, he is cornered by several moths. Nearby, the Tennysons hear him scream, and Gwen sees the baby moth. She explains that moths like light, and Ben transforms into Heatblast, catching its attention. However, the flames he creates scares the moth, so Gwen suggests using a bit of his goopy molten core. Heatlast extracts a small orb of magma from his knee, and the idea works. Heatblast leads the moth through the forest, and to the cave where its nest is. However, he times out just as they reach it, confusing the moth. Ben and Gwen notice how closely the moth wings resemble Max's shirt, and they get an idea. Folding it to make it look like Max has wings, the moth follows them into the cave. Inside, they find the other moths, who all screech at the Tennysons. As they leave, Ben wonders what happened to Tim. Back inside the cave, Tim is encased in webbing, and whimpers as he is licked by the moths.
Tim Buktu: Don't worry, I'm not here to hurt you. All I want is to leave peacefully with this cocoon. It's all part of my super-good new plan! It's so good, I wish I could tell you guys about it. No, no, that's not part of the plan. Ben: Surely it is not that good. Gwen: Yes. Scoff, scoff, I say. Tim Buktu: Oh, boy, you guys are gonna feel so dumb when you hear how good it is.
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Max: Gwen, you tell Ben to get up here this instant. Gwen: No time! Tim Buktu snuck onboard, broke the moth, stole it, now Ben turned into a new flying alien but took too long naming it, so I pushed Ben out, and now we got to follow him and get Tim! Max: What? New alien? Does Ben know how to fly it?! Gwen: Uh...
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Max: Yeah, I-I guess sacrificing one shirt is fine. I mean, I have a ton more. Ben & Gwen:(nervously)Ha, ha...right.