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.

When Ben and Gwen learn that their grandmother Verdona is an alien being, Verdona insists that Gwen should come along with her to her home planet and improve her abilities. With this, Gwen is faced with a difficult decision between a human and alien life.