Ben, Gwen and Grandpa Max arrive in Bismarck, N.D., for its annual celebration of bee pollination, bringing them face-to-face with Queen Bee and a bold new scheme, forcing Ben to conquer his new fear of bees.
Plot[]
While driving through Bismarck in the Rustbucket, Gwen and Max exchange bee trivia with each other. Ben rudely interjects, saying that bees can sting people. Gwen brings up "the incident", and shows Ben pictures on her tablet depicting Ben (as a baby) eating a bee and getting stung by it. After Ben asserts he isn't scared of bees, he freaks out upon seeing someone in a bee costume standing in front of the Rustbucket. They stop at Bee Fest, and while Gwen is excited, Ben is cautious about the situation. Max tells Ben to relax, as he goes to find the nearest food stand. Gwen leaves to go learn more bee facts, leaving Ben alone. A bee then lands on the Omnitrix, causing Ben to freak out and transform into Four Arms. Afraid, he runs around in panic, and knocks over a jar of honey. Gwen catches the jar and questions what Ben is doing as he reverts from Four Arms. He explains that he was attacked by an army of bees, but Gwen ignores his claims. She then hears the microphone turn on, and brings Ben over to a stage.
At the stage, a man named Bert Buzbee welcomes the guests to Bee Fest, and tells them it is time to announce the winner of the sweetest honey contest. As he introduces the winning queen bee, the costumed bee walks into the crowd. He then unveils Queen Obeelia, a small queen bee wearing a crown. The crowd are awestruck by her presence, and take photos of her. Bert begins to sing for her, as the costumed bee continues to watch. Bert places a golden sash around her jar, and the crowd cheers. As they (with the exception of Ben) chant her name, the costumed bee closes their fists. They then take off their costume, revealing themselves to be Queen Bee. Team Tennyson takes notice, and Queen Bee demands the crowd bow to her. She looks at Obeelia's Insectagram page, and scrutinizes it. Queen Bee reveals her plan to kidnap all the other queen bees, and by extension, all their hives. Then, honey would belong exclusively to Queen Bee. Ben likewise reveals that she's the only bee he doesn't mind fighting, and he transforms into Humungousaur. Queen Bee uses her Bee Bangle to summon her new "royal carriage", a flying bee-themed mech. It bursts from the ground, and she hops in it.
Queen Bee activates a button on her Bee Bangle, forcing the bees to come to her, much to the dismay of Bert Buzbee. Gwen points out her bracelet is controlling them, which Queen Bee snootily confirms. Afraid of the bee mech, Humungousaur suggests retreating, but Gwen snaps him out of it. He smacks the bee mech away with his tail, but Queen Bee quickly retaliates by covering him in honey. On the stage, Bert gratefully states he still has Obeelia, only for Queen Bee to snatch her away from him. She places her jar in the back of the mech, fully-powering it. As Humungousaur recovers from his fall, she rams into him, taking Humungousaur with her into the sky. He tries to hang on, but eventually falls. In mid-air, the mech turns around, and rams him into the ground. Queen Bee prepares her honey cannon, which Humungousaur counters by launching some earth into the air with his tail, and using it as a shield. He bounds over the terrain, and uses his sonic waves to send the bee mech back. Frustrated, Queen Bee fires bee-themed missiles and more honey beams, which all hit Humungousaur. He times out, now covered in honey. Queen Bee flees the scene, and Bert arrives, horrified at the prospect of a world without bees. Ben believes it is for the better there are no bees, but Gwen points out his selfishness. She reminds him that without the bees, he wouldn't have hamburgers, pizza, or hot dogs. Ben agrees with Gwen, as Bert Buzbee asks Ben if he can scoop honey off of him, in the event that he loses. Team Tennyson drive off in pursuit of Queen Bee.
As she gets away, Queen Bee compliments herself and tries to come up with a clever-bee themed pun. Suddenly, her mech is rammed by the Rustbucket. She retaliates with her own ram, and latches onto the Rustbucket, taking it into the air. The Omnitrix then times back in, and Ben transforms into Omni-Kix XLR8. As the Rustbucket lands on the ground, and Queen Bee's mech plummets, she begins losing power. She speeds ahead, and Omni-Kix XLR8 follows her. He catches up and performs the "dynamic hyper-sonic smash", throwing off Queen Bee. She whirls around, and catches Omni-Kix XLR8, running him into the concrete road below. She stops and rears the mech's thrusters, and attempts to burn him. Max and Gwen rush to help, while Queen Bee celebrates her victory. She speeds off, and unbeknownst to her, Omni-Kix XLR8 follows close behind underground. He burrows through the dirt, and rises up in front of the mech. He headbutts it, annihilating the mech and taking Queen Bee with him. Max and Gwen panic as he comes at them, but thinking quickly, Max turns the Rustbucket and opens the side door. They both land inside, and Gwen confiscates Queen Bee's Bee Bangle.
Later, Ben stands outside the Rustbucket with Gwen, with the former holding a jar of bees. He remarks that he now finds bees kind of cute, in a gross way. The swarm of bees leave the jar, and much to his surprise, don't sting him. Gwen hands him the Bee Bangle, and Ben decides to take the bees back himself to show Gwen he isn't scared. He activates the bangle, causing the bees to immediately cover him. Gwen and Max leave him, as they go to drop Queen Bee off at the police station, shocking Ben.
Queen Bee: Enough of this buffoonery! Ben: Hey, that bee was actually Queen Bee! Max: I did not see that coming. Gwen: ...uh?
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Gwen: Ben! It looks like she's controlling them with her bracelet! Queen Bee: Oh, you like my designer Bee Bangle? Don't ask where I got it, you couldn't afford one.
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Queen Bee: Give up and bow down to the new queen of all queen bees! Humungousaur: Uh, this is not helping my fear of bees. Queen Bee: Darling, what do you have to be afraid of? This will only sting...so very much! (readies honey beam)