After Grandpa Max's super smart buddy Phil discovers that a second extraterrestrial item crashed alongside the Omnitrix, Team Tennyson sets off to find the second crash site before someone else does.

Ben, Gwen and Grandpa Max arrive in Bismarck, North Dakota 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!.