While making repairs to the Rustbucket, Kevin steals it. He plans to use it as collateral for some other technology, but it gets stolen from him. Ben and Gwen go after Kevin.

Ken, Gwen's brother, stops in a small town for engine repairs and disappears. Grandpa Max arrives first to find him, Ben and the others soon after. They learn more about the alien conspiracy, and a heavy price will be paid to stop it.