

Ben and Gwen's recreational drive in the Rustbuggy takes a turn when Glitch bonds with part of Kevin 11's version of 'Upgrade' named Bootleg. Not only does this cause the Rustbuggy to mutate into a metallic monster, but it makes Glitch become a speed demon who kidnaps Gwen!
When Grandpa Max’s engineer buddy Phil Billings gifts Team Tennyson the Omni-Copter, a state of the art flying vehicle that can transport the Rustbucket for overseas adventures, Steam Smythe takes to the skies to ground Ben and company’s first test flight; but unbeknownst to our heroes, Smythe was sent to battle Ben’s latest alien forms by a mysterious, powerful enemy: the Forever Knight.
During one last stop by a toy store before Ben, Gwen, and Grandpa Max's maiden voyage across the Atlantic, Ben runs into an old bully, Kevin 11, who now has new powers. He's able to transform into aliens just like Ben, such as the "bootleg" doppelganger of Cannon-bolt—Wrecking-bolt!