Picking up where the last episode left off, Max and Gwen runs over some Fulmini with the Rustbucket. However, they keep on reforming. Gwen suggest that they are being guided by something. Max hopes they can find out what that ''something'' is and stop it. Gwen comes up with an idea. Back inside the Omnitrix, Glitch fights off the mind-controlled Shock Rock. Shock Rock tries to fight it, but the High Override states that no one is strong enough to resist him. Outside the Omnitrix, Max and Gwen used the buggy to make their way past the Fulmini army to the Omnitrix and right into Shock Rock. High Override told Shock Rock to dispose Max and Gwen, but they reminded Shock Rock about who he really is. Ben then got control over Shock Rock again and transformed back to human. High Override tells then them no one breaks free from his controls, and sends Fulmini after them, but Glitch saves them. Ben introduces Glitch to Gwen and Grandpa, but glitch says he should explain later, because they currently need to shut down the Omni-Core and reset the Omnitrix. Grandpa max tells them they all have to super-powered aliens to defeat the High Override, and then Glitch drives them to the DNA pods in the loading chamber. soon after, Glitch tells them the DNA pods are exclusive to ben's DNA which allows him only to use them, but because they are related to ben, they can also use the Pods. Grandpa is transformed into Cannonbolt, and Gwen, Stinkfly. Ben uses the pods to transform into XLRArmBlastDiamondHeat and they all go to beat the override. they try to beat him, but to no avail. Override then hits Ben with a energy bean, but ben is resistance and with help from Glitch, he defeats the over lord. ben de-transforms, and grandpa, gwen and ben share a hug. Glitch then tells them to Omni-Core is rebooting, and last time that happened, Upgrade was destroyed. they get in the rust buggy, now fused with Glitch and escape the Omnitrix. it gets a new upgrade, that fixed the glitch that caused the Omni-Enhancements, removing them, and thus, Shock Rock is now safe to use. They then drive off using Glitch. They escape through the portal and back on Earth with Omnitrix becomes new. Ben looks down, disappointedly saying that Vilgax maybe traitor, but he was right Ben doesn't know anything about Omnitrix. Max and Gwen assure Ben that he saved the entire planet from invasion saying that they would never trust Omnitrix anyone than Ben. Ben then wears his watch and hugs his relatives, saying that they're pretty good team. They notice Glitch still absorbed the car. When they ask him to come out, Max sadly informs them that reboot maybe fixed the glitch. Ben and Gwen believe that Glitch died, until the car starts off, indicating that Glitch is okay. The episode ends with them driving to the sunset ending the episode and season 2.
The Fulmini pod was purged from the excess energy after the Omnitrix rebooted, repairing the malfunction that sent a beacon back to Fulmas each time Shock Rock was accessed, and removing the Omni-Enhanced Forms.