In this episode, Ben was trying to make Julie speak to him by apologizing to her for spying on her and Tripp, but she would not listen, Ben says come on, Julie yells at Ben to get lost. Furious at this, Ben says if that's the way she wants it, he will not be with her anymore. With Julie angered with this and saying fine. Then Ben hears a distress call from Magister Prior GilHIl that Vilgax is attacking New Mexico trying to look for a strange device. Then Ben says he'll make it, and then sees Tripp giving Julie flowers, and Ben calls him a showoff. Then Ben transformed into Jetray and flew all the way to New Mexico in time. Finally he made it, and sees an army of Yenaldooshis attacking and killing the Plumbers. Then he sees Vilgax with Grandpa Max, Ben was shocked, and then he turned into Humongousaur to fight off Vilgax. But Max wanted Ben to stay out of it; Ben says he can not leave him to Vilgax if he kills him. Max says he'll be fine and tells him to go the cave, he had Kai hostage. And he went to the cave, Vilgax tells Psyphon to keep him out of the plan. Meanwhile, Ben was Armodrillo and saw Kai hold hostage by the R.E.D.S., Ben tries to save her, but Psyphon intervenes and captures him, But Ben turns into one of Kai's favorite aliens, Benwolf and sonic waves against the net and the R.E.D.S., and Kai woke up to find that Ben was here. Ben says she'll be okay, and he turns into Swampfire to get them out. Suddenly, Psyphon sees a strange red gem, it was the 2nd gem of the Gauntlet of Infinity. He quickly grabs it and flees to his master. Ben finally got out with Kai, Grandpa Max congratulated him for saving her. Suddenly Vilgax was still up and aims at Ben, Max and Kai with his eye-lasers. Max pushes them out of the way saying look out, the blast hit Max killing him. With a bunch of rocks falling on top of him, Ben says no. And Psyphon arrives with the Red Gem which glows and takes away Max's soul into the gem. And Vilgax called it the Gem of Death, it was able to take away the person's soul after he or she dies. Ben called Vilgax a monster for killing Grandpa Max, Vilgax says until next time. Ben was about to go another round, but Vilgax already left. Ben was teared up and Kai asked what was wrong. Ben said Grandpa Max is dead, all the Plumbers saw sadly, and Magister GilHil told all the Plumbers and Ben that Max sacrificed himself to save all the people and New Mexico. Ben then turned Armodrillo and carried Max to a spot where he'll bury him, he dig up a hole, and set Max into it. And put all the dirt back, and sets a tombstone of Max's name on it saying Max Tennyson: A Good Friend and a Great Grandfather. The next day, Ben was walking sadly about Max's death and sees Julie with Tripp and she tells him to get lost, Ben questions does it look like he's bothering her. Julie says no and then tells him that he would've spyed on her and Tripp the last time she-. Suddenly, a car moved on, and it was Kai and her parents, they finally moved. Ben then had an idea and walked toward Kai and said hey. And Kai asked who Julie is and why she yelled at him. Ben said her name and said she was his ex-girlfriend, and decided he would get a new girlfriend, and asks Kai if she will be his new girlfriend. She says yes and hugs him. Julie saw the whole thing he just started. He then walked with Kai and tells Julie to not spy on them. With Ben now happy once again and now sees all the boys with their girlfriends happily. Meanwhile, Vilgax returned to ship that he has the second gem of the Gauntlet of Infinity and says he 2 down and 8 to go and laughs evily again much to the Pyronite's annoyance.
- Ben goes New Mexico to save Kai.
- Vilgax kills Grandpa Max and steals the second gem of the Gauntlet of Infinity.
- Kai becomes Ben's new girlfriend.
- Kai Green
- Grandpa Max
- Magister GilHil
- Unknown Pyronite