Team Tennyson travels to Wheeler, "the liveliest mining town on Route 66", but when Ben becomes paranoid that the Forever Knight is out to get him, he must try to convince his fam while also stopping his new foe from destroying the town.
The episode begins with Ben worrying, the Rustbucket hits a bump on the road, and Ben freaks out thinking it's Forever Knight. Gwen questions why he's so worried about him. Ben states that Forever Knight is so obsessed with the team he's building, and they don't expect what he's willing to do. Gwen tells him that Forever Knight is another weirdo in a costume. She then says he just needs time to relax, and the place they're visiting. Unfortunately, the place isn't what it seems. They then search for a tour guide. Ben is still anxious, thinking that Forever Knight invited them there.
The three arrives inside of a building, searching for help. A guy steps through the door, with a similar build as Forever Knight. Ben prepares to hit his watch, however Max stops him. The guy turns the light on, and reveals himself to be the owner of the town. He gives the Tennysons, Sally, and Todd a tour. Ben looks around, still thinking that Forever Knight is around. The trio visits a souvenir shop. Ben notices a shade of black, running through the shop. He chances after it, thinking it's Forever Knight . It's then revealed to be a cat. They visit another location. Ben spots a window opening, and see's a shadow similar to Forever Knight. He transforms into Four Arms and throws an anvil at the window. When they leave, Gwen tells Ben that he's overreacting a bit. Ben states that Forever Knight is there, and he can feel it in his bones. The Tennysons goes on the train ride. During the ride, Ben sees a track, which appears to be broken. He transforms into Slapback, trying to pull a nail out of the track. Slapback falls, and accidentally breaks the tracks. Slapback then uses his duplicates to substitute for the missing tracks.
Max takes tells Ben that there's a better way to handle that kind of situation. Gwen questions what made him think it was Forever Knight, when everything in that down is already falling apart. Max then knows exactly what Ben needs. At night, Ben is seen laying in the bed, to take a nap. Ben yells out saying he doesn't need a nap. He looks out of the window and notices something happening in the mines. He jumps out of the window and transforms into XLR8.
Inside of the mines, he runs into Max, Gwen, and the tourist. The tour guy spots Ben, wanting him to leave, due to the amounts of destruction he caused. Max recommends he goes back to the hotel room. As XLR8 walks back, he spots an explosive. He picks one up and realizes it's an expulsive. XLR8 spots more and takes them all out. He then fights off a bot that's planting the explosives onto the mine walls. XLR8 then spots the real Forever Knight. XLR8 questions what he's up to, however Forever Knight does not wish to waste time explaining. XLR8 charges at him, attempting to fight him. However Forever Knight manages to dodge all of his attacks. Forever Knight eventually grabs XLR8 by the face, offering for Ben to join him. XLR8 spots another bomb and runs towards it. He gets it, however Forever Knight follows right behind. Eventually XLR8 is put on his back. XLR8 states that his family is safe, and he wrecked all of Forever Knight's plans. Forever Knight replies, finding it charming that he thinks that this is the only chamber he put explosives in. He activates the other bombs, and destruction begins. XLR8 runs, and gets all of the tourist out. Max questions what happened back there, and Ben replies saying that it was Forever Knights fault. As they roll down the mountain using the mining cart, they see a rockslide right behind them, and they head right before the bottom of the mountain. Ben transforms into Heatblast. Max gets them all closer to the rocks, and Heatblast melts them. They now have lava on their tails. Heatblast speeds them up using his fire, and jumps up, creating a ditch for the lava to land safely. Ben thinks everything is okay now. Max tells Ben that they need to talk. Ben replies telling him he's right, and they have to find a way to stay one step ahead of Forever Knight. Max tells him that they need to talk about his behavior. Ben is confused, and Gwen tells him about all of the damage he caused. Ben blames Forever Knight. Max states that no one even saw Forever Knight except for Ben, and acting on those impulses endangered everyone, Max then grounds Ben. Ben tries to get Gwen on his side, but she ignores him, stating that she just wanted to have some fun. Max goes over to the tour guide, apologizing for all of the destruction Ben caused. However the tour guide is now rich, and doesn't even care anymore.
The Tennysons leave the next morning. Ben sits in the back of the R.V., sad. A small bot with a camera is seen, outside the Rustbucket. In another location, Forever Knight watches Ben, realizing his guilt and disappointment. He then states that without Ben's family to distract him, he's one step closer to joining him.
Ben is starting to become disillusioned with his family, which the Forever Knight can use to sway Ben into joining him.
Max gets Ben grounded for the first time in the series.
XLR8: It's you! Forever Knight: Hello, Tennyson. I wasn't expecting you so soon. XLR8: What are you up to? Forever Knight: I would rather not waste time explaining it. XLR8: Oh, want to get straight to the fight, huh? Well, fine with me! (Screams). Forever Knight: You have an obvious talent for this. But raw aptitude is worthless without training and and competent leadership. (Kicks XLR8). XLR8: Aah! You sure running you're mouth a lot there. Getting scared? Forever Knight: Hardly. XLR8: (gets hit) Ohh! Ugh! Ohh! Ohh! (Hits wall). Max: Huh. Restless spirits? XLR8: Aah! Aah! Forever Knight: Let's wrap this up shall we? You're spirit is admirable. Join me, Tennyson. You deserve this opportinuty. XLR8: Aah! One more bomb! That's the last of them! Forever Knight: Forgive me if I don't offer you the courtesy of restraint any longer. XLR8: Aah! (Groans). Forever Knight: I do hope you'll reconsider my offer. XLR8: My family's safe. I wrecked all your plans! I still won! Forever Knight: It's so very charming that you think this is the only chamber I put explosives in. XLR8: What?
Max: Ben, we need to talk. Ben: You're right. We need to talk about this Forever Knight situation. We've got to find a way to stay a step ahead of him. Max: Um, not quite. We need to talk about you're behavior. Your actions caused a lot of damage today. Ben: My what? What do you mean? Gwen: The shelf in the generator store, the statue you threw an anvil at, the train track... Ben: Well, yeah. I did kind of destroy all that stuff, but those are small things. I did save the town after all. Gwen: From a disaster you caused! Ben It was Forever Knight! He' been after us since we've been here! Max: Ben, at no point here did anyone see him except for you. And acting on those impulses endangered us and everyone in the whole town! (Sighs). Ben, you're grounded. It's for your own good. I'm sorry. Ben: Come on, Gwen. You've seen Forever Knight. You known how he is! You have to believe me! Gwen: Not this time. I just wanted to have some fun.
Forever Knight: Now, young Tennyson, without your family to distract you, you're one step closer to joining me.