The gang was in the forest camping with Grandpa Max, who was grilling squid. "I only had enough charge for one ray blast, but I knew I was faster than the Plutonean..." Grandpa Max tells Ben a story while Aria meditates, and Kevin brings a crate over to Gwen. "Having fun?" The redhead asks. "Pros of camp-outs? Fresh air, barbecue burgers. Cons of camp-outs? Your grandpa Max's old Plumber stories we've heard 10 times before." Kevin tells her before walking to grandpa Max. "You said you were gonna tell a story about my dad." Kevin reminds the man and tries to grab a squid, but grandpa Max slaps his hand with the spatula. "Ow!" He yelps, rubbing his hand. "You know, a story's a lot like barbecue squid-- can't rush either one." Grandpa Max says, flipping the squid. "Squid? I-I thought those were hamburgers." Kevin says. Ben leans closer to look at the squid. "That would explain the tentacles." He says, and the ground shakes. "Whoa!" Gwen says, grabbing the cups to stop them from falling.
"Feel that? Earthquake." Gwen says. "Hmm." Aria hums, furrowing her brows. "Zap!" Grandpa Max puts the top bun on the squid. "One shot to down three of them." He continues his story, and Kevin takes the burger from him. "Now all I had to worry about was the bomb. But times was running out." He goes on. "This is a regular burger, right?" Kevin asks, and Ben lifts the top bun. "I see eyes and a beak in there. Is that okay?" Ben asks. Grandpa Max suddenly looks up and sighs. "I thought you liked weird food." Kevin says. Aria stops meditating and looks over at the man, worried and going over with Gwen. Grandpa Max yells and stumbles back, knocking the grill down before fainting. "Grandpa?" Ben calls. "Grandpa!" He shouts. Ben and Kevin help him stand. "Are you sure you're okay?" Gwen asks her grandpa. "I'm fine, thanks. Just got a little dizzy for a second." Grandpa Max replies. "Well, let's eat." He says. "I can't you dumped my burger." Kevin tells the older man. "And the whole grill." Aria points out.
"That was the last of my ground squid too." Grandpa Max says, looking at the grill and burgers. "I've got some hamburger meat in the freezer. I guess we could eat that." He tells them. "Well, you know, you're out of the squid, what can we do?" Kevin says, hiding the fact he really wanted the hamburgers and going to get them. Grandpa Max flips the grill back upright, and the teens walk away. Grandpa Max turns the dial on the grill and looks up. "Drone seeds loacted and activated. Commanding control sequence, activated. Commencing command code self-test." He stands up in a trance and throws the grill again. "Wasn't hungry anyway." Kevin says from the doorway of the RV with the burgers in hand. "Grandpa!" Ben calls as they run back to him.
"Whoa! What?" Max answers, confused. "It happened again." Gwen says. "We should get you looked at." Ben says. "There's no need, I'm fine. Look." Grandpa Max tries reassuring them, but they don't look convinced. "Tell you what? Let's get some sleep, and if I'm still acting goofy in the morning, we'll see someone about it then." He tells them. "Okay." Aria sighs. "Good night, kids." Max bids them a good night as they walk to the sleeping bags and scratches the back of his neck. It was late at night, and everyone was asleep except for Grandpa Max, who sat up and now had purple plant tendrils on his face.
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The next day, Kevin woke up and looked to his side only to find Grandpa Max missing with no sign of him anywhere. "Uh, hey, Tennyson, Gwen, Ari. Wakey, wakey." Kevin wakes up the remaining three. "Where's the Rust Bucket?" Ben asks, noticing the RV missing. "And where's Gramps?" Aria asks, sitting up. "Yeah, that's why I didn't let you sleep in." Kevin replies. "Gwen, Ari, trying getting a fix on him." Ben tells the girls. Aria and Gwen's eyes glow. "Got him." Gwen replies. "He's headed west." Aria adds. "Then so are we." Ben says. The Tennysons run to Kevin's car, and the boy follows. "No dinner last night. No breakfast this morning. What are we on a diet?" Kevin complains and gets in the car.
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The teens drive through the forest in search of grandpa Max. "We go off-road here." Gwen tells Kevin. "You sure?" Kevin asks. "Yes." Aria replies for her. Kevin pushes a button that upgrades his car and turns off the road. The car stops when they find the Rust Bucket along with a giant crystal with people inside it. The gang gets out of the car and walks up to the crystal. "What is it?" Ben asks his cousin. "I don't know, but that's Grandpa Max inside." Gwen replies. "Not for long." Ben says and transforms. "Spidermonkey!" He shouts and walks closer to the crystal. "I think I can cut this thing open." Spidermonkey says. "Come no closer to the ... inferior filth." A Highbreed says, running over with a gun. "A Highbreed?" Gwen asks. "I thought we were done with them." Aria sighs. "Lighten up, will ya? The war's over." Kevin tells him. "Perhaps, but our defeat will bring you nothing, but sorrow, vermin." The Highbreed says. "I'm getting my grandpa out of there. I'd step aside if I were you." Spidermonkey warns him and lunges at him, only to get shot away.
Aria walks over to where he fell. "You good?" She asks, and Spidermonkey gives her four thumbs up. "Good." Aria nods. "Nobody smacks him around but me!" Kevin tells the Highbreed. His hand turns into a mace, and he runs at the Highbreed, dodging the laser shot at him. The Highbreed blocks Kevin's mace with his gun, and electricity sparks off it. Kevin tries hitting him again, but the Highbreed blocks it and knocks Kevin into a tree. "Okay then." Aria shakes her head and throws a crystal at the gun, knocking it out of the Highbreed's hand. Gwen wraps mana around the Highbreed, but he grabs the beam and throws her into Aria. "Let's try hitting him all at once not one at a time." Spidermonkey suggests appearing out of the hole he was thrown into, and Kevin rushes over to help the girls. The group runs to the Highbreed and prepares their attacks, and the Highbreed looks around at them. The ground shakes, throwing them off, and the crystal goes underground, and out comes a giant Highbreed tree monster.
Rocks fall onto the teens and Aria blocks it with a shield. Gwen and Spidermonkey climb a rock to look at the beast that was leaving. "What is that thing?" Spidermonkey asks. "The end of the human infestation. The end of our war." The Highbreed replies. "Don't you watch the news? The war is over." Kevin says and climbs into his car, which is stuck in the dirt, along with Aria. Gwen and Spidermonkey slide down and stand in front of the Highbreed. "We're friends now." The redhead tells him. "Uh, could we go back to the end of the human infestation part?" Spidermonkey asks. "You are doomed." The Highbreed replies. "Don't think so. You're gonna tell me how to stop that thing or I'm gonna have to hurt you!" Spidermonkey threatens and detransforms. "Oh, figures. Stupid Omnitrix." Ben looks down at his watch. "I don't have time to toy with the inferior. I'll go now to watch the destruction of your pitiful species." The Highbreed says and flies away. Kevin gets his car unstuck and drives over to the Tennysons.
"What are you waiting for? Get in." Aria ushers them. "Forget the car. I've got a better idea." Ben says and transforms. "Way Big!" He shouts but turns into Humungousaur at full height. "Oh man, Humungousaur." He says, disappointed. "My favorite!" Aria climbs out of the car, flies up to Humungousaur, and lands on his shoulder. "I wonder if the Omnitrix is still under warranty." Humungousaur asks and follows the beast. The Highbreed looks back and sees Humungousaur with Aria on his shoulder, running at the beast and latching onto its leg. "It doesn't know I'm here." Humungousaur says. "I can get its attention." Aria replies and puts up a shield, but the beast walks through it, breaking it. "Well, at least I tried." Aria shrugs. Kevin puts his car on autopilot, opens the sunroof, and ejects out of the car to the beast. His hand forms blades, and he tries to slice the trees to get the beast's attention but falls off.
"Huh? Usually, I'm harder on houseplants." He says, and the car stops in front of him. "The problem is Grandpa Max is in there, along with a bunch of other people, and we don't wanna hurt any of them." Gwen points out. "So far, not really a problem." Humungousaur replies and runs at the beast again. Humungousaur runs in front of the beast and stops it. "Good job, Ben. Hold it still, and I'll look for weak spots." Gwen tells her cousin and uses platforms to get close to the beast. It looks down at her and smacks her, taking Humungousaur and by extension, Aria with her. The girls scream as they're flung across the skyy76, and Humungousaur catches them before they hit the grounds. He places them on the ground and detransforms, and Kevin runs over. "We tried going easy, and we tried going hard, now what?" Kevin asks. "We don't know much about that thing to stop it. But maybe there's someone who does." Ben replies. "Slow it down, I'll be back as soon as I can." Ben tells them and runs away. He transforms into Jetray and flies off. "Be careful!" Aria shouts.
"Would be nice if he let us in on the plan every once in a while." Kevin comments, watching him fly away. "True." Aria agrees. Gwen wraps mana around Kevin and throws him at the beast. He falls out of it and skips across the ground. Gwen makes platforms and shoots mana blasts at the beast, but it's unfazed. Aria raises her hand, and a chuck of the earth rises up to block the beast's path, but it walks through it. Gwen jumps off the platform and makes a mana cushion for her to land on, she bounces off it and lands on her feet, looking back at the beast as Kevin approaches her. Kevin glares at her, and she shrugs. "I was trying something." She tells him. "No use." Aria sighs and lands beside them. Tanks drive past them and one stops beside them. "Weapons ready!" A man says through a radio and multiple military men run out with their weapons. "Don't there are people inside that thing!" Gwen tells him.
"I'm sorry about that but that's Twin Mesa nuclear plant. You understand what happens if we don't stop it?" The man asks. "But--" Gwen tries to protest, but Aria places a hand on her shoulder. Gwen looks back at Aria, and the girl looks back at the tanks and military men and shakes her head as if saying that they won't be able to do any damage. "Fire!" The general orders. The tanks fire rockets at the beast but it does nothing. "Full power! Bring that bogey down!" The general orders and the Highbreed lands in front of them. "Idiotic cattle. "You cannot hope to succeed." The Highbreed taunts. "Suppose we make you tell us how to stop it." Kevin says and grabs his arm. "Unhand me, vermin." The Highbreed throws Kevin away, but Aria grabs him with a light tendril and brings him back. "A lower life form cannot force me to do anything." The Highbreed claims, angering Aria. "No, but I can!" Reiny says from the back of Ship with Ben beside him.
"Reiny!" Aria beams. "Who are you?" The Highbreed asks. "He's Reinrassig III, seventh son of the Noble Highbreed House of Di Ralla, direct descendant of the Pure Blooded High Order of Rasetch." Ben announces and stands beside Reiny with his hands on his hips. "And personal friend of mine." He adds. "I am the Highbreed Supreme." Reiny shares. "Impossible. You are impure. Look at your hand." The Higbreed points out Reiny's green hand. "Yes, look at it." Reiny shows him the symbol on his palm. "You wear the imperial seal." The Highbreed says and bows. "My apologies, Highbreed Supreme." He apologies. "Then our people have not been exterminated." The Highbreed says. "Clearly." Reiny replies. "But I was only to be awakened if we lost the war." The Highbreed points out.
"The war has ended, and it was settled, peacefully. Thanks to Ben Ben Tennyson." Reiny shares. "Peace with the Humans? Then what awakened me from hibernation?" The Highbreed asks. "It must've been some sort of accident." Reiny replies. "Must've been the earthquake." Aria chimes in. "Whatever the cause, your orders are clear. Shut down that weapon." Reiny orders. "Supreme one, I would deactivate it if I could, but once the failsafe sprouts, nothing can stop it." The Highbreed shares. "You mean that thing's got an on switch but not an off?" Kevin asks. "What good is a failsafe if you can turn it off?" Gwen replies. "We planted post hypnotic seeds in several dozen humans who have been our prisoners. Those seeds were to be activated, and the failsafe process started only upon our demand." Reiny shares. "So what's it gonna do, stomp us all to death?" Kevin asks. "No, the failsafe needs a large power source to prime its destructive energies." The Higbreed says. "And when it's primed?" Aria asks.
"It will explode, and the resulting fallout will destroy your planet within minutes." Reiny shares. The Highbreeds and the teens climb inside Ship, and it flies in front of the beast while the military men drive. "We're not gonna stand here and let the brussel sprout that walks like a man nuke us, are we?" Kevin asks. "No, but it doesn't seem fazed by us fighting it head-on." Aria points out. "So, who said head-on?" Gwen asks. "All plants release gas in some way, right? So this one must have some kind of exhaust point." Gwen notes. "And if we can find it we can get inside and try to stop it from there." Ben says. "Really, we're gonna climb up its exhaust point?" Kevin asks. "You're going to climb." Ben activates his watch. "I'm going to fly." He smacks his watch and transforms. "Jetray!" He shouts and jumps out of Ship.
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The teens were now inside the beast's exhaust point. "If you ever tell anybody about this." Kevin tells Gwen, who, along with Ben, covered their noses. "Trust me, it'll be our secret." Ben tells him. "What do you think will happen if I lit a match?" Kevin asks. "Don't you even think about it." Aria warns him. They walk through the exhaust point further into the beast. "These are like veins, then we're in its circulatory system or something." Ben says. "The little ones carry fluids. The big ones carry exchange carbon dioxide to oxygen." Gwen shares. "Let's try and get to the center. The heart or brain of this thing and shut it down." Ben tells them. "Think they'd let us?" Aria points to the headless Highbreeds walking towards them. "We're like germs." Ben says. "And they're the white blood cells." Aria points out. Ben runs ahead and transforms into Diamondhead. He shoots crystals at one, but it wraps its tentacles around him. Kevin fights another one, and it wraps its tentacles around him, slams him into the ground, and pulls him away.
Gwen throws mana balls at them, causing an explosion and starting a fire, but they walk out of it unfazed, and one wraps its tentacles around her. Aria successfully fends the Highbreeds off and shoots a crystal shard at one severing the cord on its back, and it falls. A Highbreed tries stuffing Diamondhead inside the cocoon it came out of, but he kicks it away, severing the vine on its back. He walks up to the Highbreed and a red light shines before it disappears leaving a human in the Highbreed's place. "What did you do?" Kevin asks. "They're all attached to the walls by vines, like umbilical cords." Gwen points out. "Or power cords." Kevin says, standing up and headbutting the Highbreed, severing the cord. Once they were free. they all sever the cords. and they all revert back to humans. "No sign of grandpa Max." Gwen notes. "So we keep looking." Diamondhead tells her and walks away. "You sure you know where you're going?" Aria asks as they follow behind Diamondhead. "Pretty sure, yeah." Ben points to the vein, which leads to grandpa Max, who is tied up.
"Grandpa." Gwen says and Diamondhead climbs up to him. "The failsafe's using him as its brain." She says. Kevin and Gwen climb up and Aria flies up to him. "Grandpa." Diamondhead cups Grandpa Max's face and the man looks at him. "You're the only one who can stop it, Grandpa. Focus on my voice." Diamondhead tries reaching his grandpa and the veins around him move a little. "The power of love isn't cutting it." Kevin points out. "So let's do some cutting ourselves." Gwen suggests. Everyone splits up and tries cutting the veins but they regenerate. "Any house that I have is gonna have desert landscaping, no plants." Kevin says. "Why didn't I think of it before!" Diamondhead says and detransforms. "Think of what exactly?" Aria asks. "We're fighting a giant plant and I've got an alien that controls plants." Ben says and Aria facepalms. "And I can control plants." She sighs. "Swampfire!" He shouts after transforming. "Can you control all this?" Gwen asks. "Probably not, but I should be able to cut the connection on Grandpa Max." Swampfire puts his hand on the veins above Grandpa Max, and within seconds it releases him, and he stumbles into his grandson's arms.
"So Devin Levin laid down cover fire while I defused the bomb. Have I told this story before?" Grandpa Max asks and Swampfire helps him stand. "All right Grandpa!" Gwen cheers and hugs him. "That's what's up." Kevin says. The tree monster slumps forward making the group slide down a bit. "There's no brain making this thing stand anymore." Swampfire says. "If we're still inside when it falls over--" "You'll have a bigger problem." The Highbreed says. "Here to finish the job, huh?" Kevin asks, clenching his fist. "As a matter of fact insect, that is precisely why I'm here." The Highbreed tells him. "I'm not in the mood to fight." Aria tells it. "You understand nothing. My orders were to destroy you. So I unleashed this weapon, now my orders are to stop it, so I shall." The Highbreed puts on the helmet thingy. "This place is coming apart. If you stay here--" "Only the more reason for you to gather the other humans and leave this place." The Highbreed tells them, and they look at each other.
"Go." He urges. The group runs down the path, only for it to get blocked by fallen debris so Aria puts a bubble around them. The monster falls to the side. "Ben Ben Tennyson! Aria Tennyson!" Reiny calls. "Is right just fine and so are we, thanks for asking." Kevin replies as Aria levitates the bubble towards him. "You okay, Grandpa?" Ben asks. "I am. Good work kids." Grandpa Max tells him. "Yes, Ben Ben Tennyson, you have once again done well." Reiny says. "Not that well. The other Highbreed was in there. He's the one who saved the power plant." Ben tells him. "He was a soldier doing his duty. There is no higher honor for a Highbreed." Reiny notes.
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That evening, the group and Reiny walked away from the power plant. "Just tell us, are there any Highbreed doomsday plans left on Earth we should know about?" Gwen asks. "Absolutely not." Reiny replies, but Gwen just stares at him. "Um, I will check the records." He says. "Come on, Reiny. I'll have Ship give you a ride home." Ben tells him. "I'm coming with." Aria says. "Grandpa, are you really okay?" Gwen asks. "Yup, I really am. Except for one thing, this little adventure has definitely put me off my vegetables." Grandpa Max says, putting a hand on his stomach. "Ew!" The teens groan in disgust.