Ben, as Four Arms, thwarts an armored car robbery by a very tough female named Joey. During the fight, some of Vilgax's new and improved drones attack and Grandpa Max is injured. When Four Arms takes Grandpa Max to the hospital, Joey starts messing with the drones and is converted into a powerful alien cyborg named Rojo. With these enhancements, Vilgax is able to communicate with her and convince her to work for him. When she attacks Ben at the hospital, she is thwarted once again, but Ben is left thinking that it's too dangerous for him to be around others and runs away. During their final confrontation, it turns out to be the advice of Grandpa Max that helps Ben defeat her. As Upgrade, he is able to stop her, but not before receiving a disturbing message from Vilgax.

A magician named Hex, whose powers come from mystical charms, is defeated by Ben using XLR8 and a little help from Gwen and Grandpa Max. Afterwards, XLR8 takes all the credit for the victory and even gets one of Hex's charms as a souvenir. When Gwen complains that Ben is getting all the glory and recognition, as well as all the cool stuff, he gives her the charm he got from Hex. The charm gives Gwen perfect luck in everything she does, and she becomes her very own superhero, Lucky Girl. Unfortunately, her luck has a price, and Ben is the one who ends up paying for it.