After their attempt to get a photo with every storefront mascot is foiled, Ben and Gwen sneak out at night to get their photo with the wooden bear totem known as "Yawk", only to find he and the other mascots have come to life!
The episode opens up with Gwen excited to complete the Mascot run. Ben states that they should take a break to check out the cool tourist stuff. Gwen tells him to keep his eyes on the prize - the cool mystery t-shirt they'd get if they take a picture with all of the mascots. They begin taking photos with all of the mascots. They leave to go take an image with Yawk. They bump into Lenny, who is covering up Yawk for the rest of the day. He tells them that Yawk has to be wrapped up before sundown. Gwen gets angered. Ben states they could possibly take a picture with Yawk the next day. Then, Max tells them that they are on a tight schedule, and won't have time for that. Ben tries to look at the bright side, as they can try again next year. Gwen states that it's not about the picture, and she told Ben it was important to her and he didn't listen.
At night, the two walk up to the mascots. Ben points out that they look creepier at night. They walk up to the Yawk statue, and Ben transforms into Grey Matter. He takes the ropes off, removing the tarp. He rest on Yawk's nose, saying that was a close one. Yawk agrees with Grey Matter, startling him. Ben times out, and Yawk begins to move. Gwen is excited at the fact that Yawk can talk. Yawk begins to sing, much to Ben's dismay. He tells is origin in the form of a song. He explains that he was cursed by a jealous wizard, and if they "take him from this prison", they'll be greatly rewarded. He tells them to get him out of the valley before sunrise, and he'll be free. Gwen tells Ben that they have to help him, however, Ben is skeptical. Soon, the other Mascots come to life, and begins to attack. Yawk explains that the same magic that cursed him, made the other Mascots his guards. Ben transforms into XLR8, and begins to fight them. While Ben fights the mascots, Yawk and Gwen travels out of the valley. Ben times out, right before Lenny walks out, surprised by the sight of the living Mascots. Ben tells him about Yawk. Lenny tells him that isn't good. He tells him that if Yawk ever escapes the valley, he'd transform into a freighting monster. Ben and Lenny uses Allen to catch up to Yawk and Gwen.
Gwen and Yawk travels out of the valley. Gwen states that the sun is coming up pretty quickly. Yawk yells at Gwen for talking too much, but immediately apologizes stating that it's been so long since he had freedom, and they're so close. Gwen looks at the brochure, and points out that if they go up high, they'd technically be out of the valley. Yawk then turns on Gwen, ready to eat her. Gwen states that she believed in him, but Yawk doesn't care. Ben and Lenny arrives on Allen, attacking Yawk. Yawk is now free. He throws Ben to the side. The Omnitrix activates, and ben transforms into Omni-Enhanced Four Arms. They fight each other off. Soo, Four Arms jumps off of the cliff, and brings Gwen and Lenny with him. Four Arms doesn't know what to do, even though he can jump high, it's well over one thousand feet. Gwen then gets an idea. OE Four Arms begins hitting the rocks, bringing Yawk closer to the ground. Ben then times out. The sun begins to rise, and Yawk is pleased. The rocks begin to fall over, bring Yawk to the ground. The sun doesn't reach him in time, and he turns back into a statue, and hits the ground. Wildvine helps put the statue back together, and Gwen, Ben, and Lenny all takes a picture in front of Yawk. Max returns, and is shocked at the sight of Yawk. Gwen is happy to now get the T-shirt. Lenny breaks the bad news, telling her that the town discontinued those a year ago, and it says so in the brochure. Gwen rips the paper up, and walks off.
Grey Matter: That was a close one. Yawk: It sure was, little guy. Grey Matter: Ahhh!!!
Yawk: Thank goodness you're here. Gwen: you can talk? Yawk: And that's not all. Ben: Whoa, are you... are you gonna sing? Gwen: This is amazing! Ben: I thought we were trying to be quiet.
Gwen: Ben, he's a prisoner, we have to help him. Yawk:Yeah, ben, listen to her.
XLR8: Man, I am "G" double "O" -- awesome!
Yawk: After years of posing with tourist as they stopped off to take their stupid pictures, it'll be my turn to travel. We're getting closer! Gwen: Yeah, but the sun is coming up pretty quick. I don't know if we're gonna make it in time. Yawk: Maybe it would help if you stopped talking and started moving! I'm sorry, Gwen. It's just been so long, and -- and we're so, so close.
Yawk: You've been so helpful I'm almost ashamed to ask for one more flavor - uh, I mean favor. Gwen: What do you need? Yawk: You in my stomach! Gwen: What?! Yawk: It's been centuries since I've felt such power! (Throws Gwen) Gwen: I believed in you! You sang and everything. Yawk: Oh, well, I would say live and learn, but it wouldn't do you much good now. (Laughs).