Hex in his temple searches for Charmcaster in the rubble. It was four days since Ben, Gwen and Kevin defeated them and destroyed the temple. Charmcaster appeared and Hex absorbed her powers using a magic cauldron. Hex transformed into Regle, the demon wizard. Hex then attempted to find Gwen and to absorb her powers. As Regle, he could absorb and levitate. Gwen, Ben, Kevin were resting near the Florida. Hex appeared and demands for Gwen's powers, but she refused. Ben transformed into Diamondhead and tried to beat up Hex, only to get blunt. Diamondhead changes again into Fourarms and Hex threw him to the sea. As Upchuck, he ate Hex's blasts but only to get explode. Jetray flew in mid-air, only to be punched down by Hex. As Lodestar, he shot lightning at Hex, but Hex sent more lightning. Gwen rushes and tells Hex to take her instead. Hex preformed the ritual and absorbed her powers. But Ben in his final attempt transformed into the new 13.
Although this is a Season 2 episode it happens before Nightmare World, Part 3 of Clowning Around.