On a visit to Cape Canaveral, the Tennyson Trio attend the launch of an experimental space plane, but when Vilgax hijacks the ship, Ben must stop him from weaponizing the shuttle.
The episode starts with Gwen fascinating over a government plane, impressed by the sight of it. Ben tries to take the telescope but Gwen tells him that she's still looking. Ben yells back telling her that he wants to see Captain McCabe. Max recommends they share it, and questions when they were so excited about this kind of stuff. Gwen tells him that this new ship is the first fusion-powered plane capable of low orbit flight. Ben states that the ship is cool and all, but it's all about the pilot. Ben tells them about how cool he thinks Captain McCabe is. Gwen tries to tell him that this is a huge scientific achievement, but Ben ignores it. Max questions where Captain McCabe is, she soon steps out and gets praises from fans.
On the ship, McCabe is ready to fly, however ground control tells her that she won't be flying it, much to McCabe's disappointment. The ship prepares for take off, and a shadowed figure is shown.
It is revealed to be Vilgax, after the ships power source. Right before McCabe is ready to take off, she is attacked by Vilgax. The ship takes off, confusing ground control. Max questions if they missed the countdown, and Gwen tells him that she doesn't think they did. She hands Ben the binoculars and he spots Vilgax. Ben was sure he took care of him last time. Ben activates the Omnitrix, ready to fight Vilgax. Gwen tells Ben that he can't take on Vilgax alone. Max agrees. Ben transforms into XLR8 and prepares to catch up to the plane. XLR8 runs on the water, confident that he can handle this. The plane begins to lift off, and XLR8 jumps on, hanging on to the wing. Ben times out, holding on for dear life.
Max looks through the telescope and points out that Ben is in trouble. Gwen runs around finding technology to help Ben from the Rustbucket. The Omnitrix times in and Ben hits his watch, expecting something big. He transforms into Grey Matter flying back, however due to Grey Matters abilities, he is able to stink to the wing. Grey Matter sneaks into the ship, making Max proud. Gwen tells Max that she is trying to hack into the ships controls. Max doesn't believe hacking into a highly secure government space plane is a good idea. He believes ground control has it all under control. However, ground control is freaking out. Ground Control makes contact with Vilgax in the ship, he tells them he will use the ship to dominate the Earth. The woman tells him that there are no weapons on the Pioneer. Vilgax tells them the engine powering the ship is weapon enough, and that within an hour he can modify it to wreak destruction. He ends the transmission, preventing ground control from calling back.
Grey Matter navigates through the ship, trying to find his way in. He spots the giant ship source, right before Captain McCabe burst out. Grey Matter runs towards McCabe, excited to see her. He times out and surprises McCabe. Back in the Rustbucket, Gwen still attempts to figure out how to hack into the ship. Max presses a few buttons and manages to get in. Gwen is surprised at Max's luck, and Max smiles, proud of himself. Gwen then reduces the engine thrust, Ben explains how bad Vilgax is to Captain McCabe. They both try to open the door, however they both fail. Ben doubts that they can do this on their own, but soon a transmission from Gwen comes in. Ben asks her to see if she can open the door. Captain McCabe then claims she will give Vilgax a fight to remember, and right after the door opens.
Vilgax notices Ben. Ben then tires slapping his timed-out watch, and points out Vilgax's burn marks. Vilgax immediately runs towards Ben to attack. McCabe steps in with something to hit Vilgax, however Vilgax takes her out effortlessly. Vilgax prepares to face Ben. The Omnitrix recharges, and Ben transforms into Diamondhead. Once he transforms, the watch does something new, and he is covered with plasma energy, and rocks.
Diamondhead is impressed by his new form, and attacks Vilgax. Vilgax puts him down easily. He shoots Vilgax with his laser vision. Diamondhead's new form absorbs the lasers, and forms a energy sword out of it. Diamondhead attempts to use it against Vilgax, however he still is defeated. He asks for help from Gwen, and she takes over the ships controls and causes it to fly out of control. Vilgax still attacks him. He has Diamondhead on the ground, and calls him weak. Telling him that alone he is nothing. Captain McCabe throws a few crates at Vilgax, however it does nothing. Diamondhead tells Gwen to open the hatch. She opens it and Vilgax goes flying out. Diamondhead catches himself and manages to hold on. He looks behind hi and sees Vilgax holding on to him. Diamondhead forms a laser canon of some sort. Vilgax states that that's impossible, right before getting blasted by Diamondhead.
As Vilgax falls out of the ship, he shoots down the left wing with his laser vision. Gwen looses control of the ship. McCabe claims she can steer it manually,. She demands Ben to make a new wing. They soon manage to land safely. An audience cheers them on, after their survival. McCabe crdits the Tennysons, and calls them copilots. Making Ben and Gwen happy.
Vilgax: Vilgax the Conqueror, reduced to slinking through the shadows and stowing away in ships. But this will make it all worthwhile.
Vilgax: Insufferable. This craft is not fit for a ruler. Woman: Ground Control to intruder, identify yourself. What are you doing to the automatic controls? Vilgax: You must be roger. I am Vilgax. Your ship will be the first tool in my plan to dominate this planet. Woman: There are no weapons on the Pioneer. Return control immediately. Vilgax: You fools. The engine powering this ship is weapon enough. Within the hour, I can modify it to wreak destruction far and wide.
Gwen: Ben, I got the door. Vilgax: You. Ben: (Chuckles). Hey, Vilgax. Uh, nice tan line you got there. Vilgax: Tan line?! McCabe: Time for ol' Betts to bust some alien. Hyah! (Get's hit) Whoa! Ben: Captain. McCabe: I'm not done. I just got to rest for a second.(Groans) Vilgax: Back to one against one, child. Ben: (Watch times in). It's actually 10 against one!
Vilgax: Still as weak as ever, human. Alone, you are nothing.