After discovering that Vilgax has joined forces with the Weatherheads to trick him into turning over the Omnitrix, Ben must not only overcome his doubts, but fully embrace his new powers if he is to beat his foes.
Picking up where the last episode left off, Shock Rock, Gwen, and the spirit walkers spin around in the tornado. Shock Rock times out reverting back to Ben. The tornado suddenly stops, and they all begin to fall. Ben hits his watch, attempting to transform into Stinkfly, however he gets Omni-Enhanced Overflow. He uses Overflow's water cannons to create a lake for them to land in. Ben helps Gwen out of the water, disappointed in himself.
Back at their campsite, Ben asks Gwen what he is good at. Gwen tells him he's great at being a hero. Gwen tells Ben to use the crystals to look for guidance. Ben wanders off into the desert. He transforms into Diamondhead, and creates a giant crystal, after getting the idea from Tevin and Melvin. He accidently falls asleep. He wakes up, noticing a storm of lighting. He is confused on why it's happening, when he isn't Omni-Enhanced. The lighting gets out of control. Diamondhead creates shelter for Max, Gwen, and the spirit walkers. He times out and the lighting stops. Ben tells Max and Gwen to stay away from him.
Vilgax suddenly shows up, realizing Ben finally understands. Max and Gwen doesn't approve of Ben's decision to give Vilgax the Omnitrix. Ben states he has to do it, since it's getting worse. Ben says goodbye to all of his aliens. Lighting randomly appears again, despite the fact that Ben isn't using the Omnitrix. Gwen wanders off after hearing laughing. She spots the Weatherheads, who have appeared to be working with Vilgax. Ben says good by to his new alien, who he was going to name Shock Rock. Before Ben hands it over, Gwen runs out yelling that the Weatherheads were working for Vilgax, while being chanced by them. Ben pieces it all together and concludes that Vilgax was lying. Vilgax attacks Ben as a result. Vilgax talks down on Ben, telling him the watch is far more powerful than he can comprehend. Ben agrees that it might be dangerous, but he believes in himself way more than he believes in Vilgax.
Ben transforms into Shock Rock, and he and Vilgax battle. Shock Rock throws his boomerang at Vilgax, angering him. The Weatherheads realize how powerful Ben's new alien is, they fear that it made be too much for Vilgax to handle on his own. They initiate their transformation sequence. While the Weatherheads go off to fight, Max escorts everyone to safety. The Weatherheads joins into the fight, along with Vilgax, they double-team him. The Weatherheads creates a tornado. Shock Rock questions why they are working with Vilgax, and they tell him that Vilgax promised them Earth in exchange for their services. Shock Rock tells them that Vilgax wants to destroy Earth. The Weatherheads think, realizing that they've been tricked. Shock Rock blasts them with an energy blast. Vilgax comes in, pinning down, and shooting his laser at him. Shock Rock absorbs the energy from the lasers, and blast Vilgax. Vilgax prepares to fight again, but he is hit by the Weatherheads. Vilgax questions what they are doing, and they reply saying they're angry due to Vilgax's soon to be, betrayal. They create a lightning blast, and shoots it at Shock Rock. It gives Shock Rock a power boost, and he shoots it at both Vilgax, and the Weatherheads. The blast sent them far back into the desert, whereabouts unknown.
Shock Rock times out, and Max and Gwen helps him up. Max tells him that Vilgax and the Weatherheads won't be bothering them for a while. Gwen adds that it gives Ben more time to master his new alien. Gwen states that she can't believe Ben was going to give up the watch. Ben says that he was all mixed up, and he's making this up as he's going along, and he doesn't want to mess up. But in the end, he decided to listen to his guts.
Ben: The Weatherheads? So the snow, the tornadoes, it wasn't me. It was all a trick. That means I was right about Vilgax! Vilgax: You wretched little brat! Ben: You sneaky, sneaky alien jerk! Playing tricks on kids? Vilgax: I am through with this charade. The Omnitrix is far more powerful than you can comprehend! And you are just a reckless child who will endanger himself and everything around him to play at being a hero! Ben: Maybe it is dangerous, but I believe in myself way more than I believe in you. (Hits watch).
Vilgax: You don't deserve to wield the power of the Omnitrix! (Shoots lasers). Shock Rock: Whoa! You don't deserve eye lasers if you don't know how to use them. Vilgax: You only delay the inevitable. You will power down, and when you do, I will be unstoppable. (Gets hit). Aah! WHAT ARE YOU DOING, YOU FOOLS?! Weatherheads: You were never planning to give the Earth over to us. This is the definition of betrayal, which would make us very, very angry if we -- Actually, we are angry! We will take the Omnitrix for ourselves. The forecast today shows thunderstorms with a chance of ultimate destruction!
Ben: That was intense. Max: You did it, Ben. Vilgax and the Weatherheads won't be bothering us for a while. Gwen: Which will give you more time to master this new alien. Ben: Yeah, I can't believe Vilgax did all of this for the Omnitrix. Gwen: I can't believe you were actually gonna give it to him. Ben: Yeah, well, he had me all mixed up. The trust is, I am making this up as I go along, and I don't want to mess up. Max: Don't feel to bad Ben. Those four had us all chasing our tails. Ben: In the end, I decided to listen to my guts!