Inside Vilgax's ship, Vilgax's robotic lieutenant launches two flying Mechadroids

with improved tracking systems to locate the Omnitrix. Vilgax doesn't have much
faith the drones will be able to retrieve the Omnitrix from the undoubtedly
powerful, brilliant opponent who wields it. Meanwhile, at a gas station on Earth,
Ben accidentally knocks over a pyramid of cookie boxes. He rejoins Gwen and
Max when the gas station gets attacked. A group of biker-themed punks with laser
rifles rob a heavy truck full of money. When the leader pins down Max, Ben turns
into Four Arms and fights them. He takes off their masks and realizes they're an
all-female gang, and is now apprehensive about fighting them. The leader, Rojo,
takes the opportunity to shoot him in the back. Before she can finish him off,
though, Vilgax's two drones join the fray. Rojo's other gang members run away,
and she turns her attention to Max, shooting at him and causing a piece of the
station roof to fall on Max, hitting him hard. Four Arms, now angry, quickly
flattens the drones and tosses them into Rojo, knocking her out. Four Arms picks
up Gwen and Max and jumps his way to the nearest hospital.

Rojo wakes up and picks up a destroyed drone. In its final moments, it injects its
mechanics into Rojo's body, enhancing her with spikes and lenses on her eyes and
shoulders that fire lasers. The police arrive; she easily destroys them and grabs the
stolen money. At the hospital, the doctor explains to the kids that Max, in his
condition, will need to rest for a while. Back in space, Vilgax receives word of the
drone's merging. As Rojo tries to rob a jewelry store, Vilgax enters a telepathic
communication with her, demanding and coercing that she continue the drones'
work of retrieving the Omnitrix. Ben worries at Max's bedside, then leaves the
room. As he opens the Omnitrix, Rojo learns to pinpoint its location and flies into
the hospital. She chases chases the kids through the hallways, shooting at them.
Ben steers the chase outside, hiding in the parking lot. To draw him out, Rojo
shoots at a cliffside, causing a rockslide that would crush the hospital. Ben tries to
stop it, though accidentally turning into Heatblast. He melts nearby ambulances
together into a makeshift wall, redirecting the rocks.

Unfortunately, the rocks are now headed toward construction workers on a bridge.
Rojo tries to capture Heatblast, but he manages to blow up the bridge (causing the
rocks to safely fall in water before reaching the workers) and blast Rojo away in
the city. Back at the hospital, the Tennysons take the precaution of moving Max to
a new room. As he can't turn on the Omnitrix without alerting Rojo of his location,
Ben starts getting anxious of the danger he's putting his family in. Rojo recovers
and is contacted by Vilgax again. He threatens to end her life if she fails at
retrieving the Omnitrix again, then suggests she draw out Ben this time. As the day
goes by and Gwen and Max fall asleep, Ben decides to leave the hospital. He
writes them a note, saying it's better that he leave his loved ones than keep them in
harm's way. As Ben sits in his decision by himself, he hears a report of a police
academy being attacked and gets ready to fight. Meanwhile, Gwen wakes up, reads
the note, and catches the same report on the news. She runs off to help, while
making sure Max stays in bed. She stows away in the back of an ambulance
headed for the academy.
Rojo continues her attack on the police academy, until XLR8 shows up. They start
trading blows and blasts, until a tank is called in by the authorities to interrupt
them. XLR8 is able to run out of their line of fire, leaving Rojo to be shot at.
However, it doesn't damage her, and she destroys the tank and gains the upper
hand over XLR8, just as the ambulances arrive. XLR8 sees Gwen and rushes out
of Rojo's grip, carrying Gwen to an alley a few blocks away. As he starts to object
to her being here, he times out, and the kids are forced to run away as Rojo flies
after them. While hiding from her, Gwen berates Ben about trying to leave them.
They move to an empty gym, and Gwen starts getting a phone call. She passes it to
Ben; it's Max. He advises Ben to try taking Rojo down from the inside instead of
the outside. Ben comes up with a plan and turns into Upgrade, letting Rojo know
his location and come to the gym. Upgrade catches her by surprise and melds with
her technological body. As he does, however, he unexpectedly starts receiving
signals and finds himself in the telepathic communication with Vilgax. Vilgax
speaks to him succinctly: whoever he is, be afraid. He cannot run, cannot hide
from Vilgax; Vilgax will find him and destroy him.

Upgrade gets thrown out of Rojo's body and fights with her by possessing the gym
equipment around them. Eventually, Upgrade is able to merge with her again and
short out all her electricity. As she stands, all the pieces fall off her body; she's
back to normal. She pleads for Upgrade's mercy, while sneaking a grab at her
original laser rifle as it rematerializes on the floor. Gwen sees through her tricks
and knocks her out. Upgrade hands Rojo off to the authorities and leaves with
Gwen. The next morning, Max is discharged from the hospital with crutches, ready
to get back on the road. While walking to the Rust Bucket, Gwen asks Ben what
happened to him while he was Upgrade. Ben recounts his vision and meeting the
octopus-headed alien, telling him to be afraid, taking note of Max's serious
expression as he tells it. Max shrugs it off, telling them they'll be fine as long as
they stick together. As the kids board the RV with smiles on their faces, Max stays
outside for a moment, lingering on a thought. On his ship, Vilgax sits in his
regeneration tank, waiting.