This Tennyson trio drives through the city. Gwen asks where they are going. Max tells her that his old buddy Phil was working at a construction site. In the back of the R.V., Ben transforms from Four Arms to Stinkfly to Cannonbolt, and back to human. Max hopes Phil can help with the watch malfunction, but then Ben transforms into Upgrade. Gwen tells Ben that this is serious, but Ben thinks it's cool, and he wants to do whatever he can while it last. Max tells him that there could be unexpected consequences. to the glitch, and he should sit tight. Ben transforms into XLR8 and runs off. He switches from different aliens, helping different people with problems.
Later on, Gwen pulls Ben inside the Rustbucket, telling him to calm down with his powers, until they figure out what's wrong with it. Ben disagrees while transforming into Cannonbolt, and think that watch doesn't need fixing, and it just needs for him to use it more. Ben rolls out helping a few firemen lift their firetruck, then he rolls up a ramp, midair he transforms into Gax again. He eventually he falls down and hits the ground. Max and Gwen arrives, and all three of them rush to the underground worksite. They pause hearing voices from beneath call for help. Max recognizes one of the voices, that being Phil. Gwen figures that the aftershocks from mount Megalodon caused a cave in. Ben as Gax jumps in and lasers through the rocks blocking the train. The crew members are frightened by the sighting of an alien. Ben quickly grabs them, and throws them up towards Gwen and Max. Max asks about Phil, who Ben hasn't saved yet. Gax turns around noticing Phil, asking what he did with his crew. Ben explains that he's not a monster, but then transforms into Stinkfly unexpectedly. Phil questions what he is, but rocks begin to fall, and Stinkfly pushes Phil to safety inside the train.
Phil thanks Ben for saving him. He questions if he heard Max up above ground. Ben tells him that he's up there with his work crew, but the watch starts beeping again, reverting Ben back to human. Phil studies the watch, amazed by its power. Phil asks Ben many questions about the watch, but Ben stops him telling him that they should probably get out of there. The watch transforms Ben into Four Arms, and amazes Phil. They enter the trains control room. Ben removes the giant rock so Phil can fix the trains controls. Phil continues asking questions, until Ben tells him to focus. Phil manages to activate the controls and get the train running, and right after, Ben transforms into Grey Matter. He tells Phil that Max thought he could repair the watch, right after he reverts back to human. The two hear a loud bumping noise. The top of the train is ripped off by Kraab and SixSix. Ben questions who they are they, and what are they. Right behind them, Tetrax lands in. Phil tells Ben to hit his watch before getting thrown, and locked into a room. Ben tries to talk his way out of fighting, since the watch is timed out, but gets trapped in a net by SixSix. Phil yells out telling him that they're after the Omnitrix, but cuts himself off and calls it the watch. Ben randomly transforms into Overflow, and ends up flowing the room with water. Tetrax shoots open a door, causing the water to flood out, alongside the bounty hunters. The hunters recover and Ben gets ready to shoot them with water again, but switches to XLR8. Tetrax shoots Ben, but he dodges it and takes his weapon. Tetrax forms his arm into a spike wrecking ball, and attempts to hit XLR8. He manages to get very close to XLR8 very quickly. Ben asks how he's getting so close, but he tells him that he isn't too slow, while revealing XLR8's species to Ben. Ben asks what he called him, but Tetrax tells him what he is doesn't matter to them, but what he has, they want. Ben manages to make Tetrax's blaster shoot SixSix, sending him off the train. XLR8 takes his gun and shoots it. The laser reflects off walls and hits the train controls. Phil yells out telling Ben they have no breaks. Ben gets thrown into the door by Kraab. Phil tells Ben that they have problems with the console. Ben notices that there's light up ahead.
The Bounty hunters enters the room telling Ben to hand over the alien, but Ben is confused as to which, since he has 10 of them. Ben unexpectedly transforms into Wildvine. Once they exit the tunnel, the Bounty hunters leave. Ben thinks that their too scared to face off with Wildvine, but Phil tells him that wasn't it, they were running away from the cliff up ahead. Max and Gwen arrives in the Rustbucket, telling the two to jump. Ben doesn't believe he can make it across, and he needs a more powerful alien. Phil tells him that he has all of the power he needs. Wildvine manages to swing them across, and they both land safely on the grass.
Later on, Max states that the bounty hunters are gone now, so things are good. However Ben thinks he failed because they got away, but Gwen tells him that he won, he saved all of the workers, and Phil thanks Ben for saving him. Max
asks Phil if he has any idea about Ben's watch, and why the hunters were after it. Phil tells him that they weren't after the watch, but something in it. Ben questions what they might want, he turns the dial on the watch, and notices that they were after Gax.
Tetrax: SixSix may be susceptible to your speed, but you'll not find Tetrax so slow, Kineceleran. XLR8: Who are you calling Kenny... Celery Man?
Max: Well, whoever they were, they're gone now. Ben: So I failed. Those alien guys got away. Gwen: No, you won. You saved all those workers. Phil: And you saved me. Forever grateful. Max: I second that. And while I hate to be short on the niceties, any thought on Ben's buggy watch or why they were after it? Phil: They didn't want the device, they wanted something in the device. Ben: In it? But what? (Gasps) Gax!