(The Rust Bucket has stopped on a desert road, at an ice cream parlor. Ben, Zack and Gwen are getting ice cream, while Max is using the local ATM. A dirty red pickup truck pulls up to the same spot, and a big burly man walks up to Max.)

Burly Man: "Outta the way, "Grandpa". I got a major withdrawal to make!"

(He shoves Max to the ground. Max looks up and sees a buck-toothed man in front of him smiling; who seems to be the other man's associate.)

(In the parlor, the kids are choosing their ice cream. A frowning old man is serving them.)

Gwen: "What do you have that's non-fat with less than 3% sugar?"

Parlor Worker: "Napkins! What about you, boys?"

Zack: "Hmm... I would like a-"

(Zack was interrupted when he and Ben noticed a large walking towards the store with a hook.)

Ben: "I'm about to go "rocky road"" [He runs out of the parlor and primes the Omnitrix.]

Zack: "Ugh, but I wanted cookies and cream!" [He runs after Ben and readies the Ultimatrix.]

(Outside, the burly man digs the hook into the ATM and yells to his associate in the pickup.)

Burly Man: "Hit it!"

(The buck-toothed man tries pumping the gas, but nothing happens. Suddenly, the wheel melts out of his hands and the entire dashboard forms into Ben's black technorganic alien, Upgrade. The large man tries to go for his hook, but it's knocked out by Zack's green methanosian alien, Swampfire. Gwen then comes out of the parlor and runs up to Zack while Max congrats the two brothers.)

Max: "Good work, boys."

Gwen: [hugs Zack] "You were amazing, babe~."

Swampfire: [blushes] "Uhh, thanks."

Upgrade: "Hey, what about me?"

Gwen: [glares at Ben] "What about you?"

Zack: "Okay, okay, that's enough of that. So, where we heading off next, Grandpa?"

Max: "We're headin' off to see your Aunt Vera for the weekend!"

Upgrade: "Ugh, boring old Aunt Vera?! Nooooo!"

(Everyone was now back on the road in the Rust Bucket headed for Aunt Vera. Ben was sitting at the table while Zack was helping Gwen with the dishes.)

Gwen: "When Aunt Vera said she wanted to "move away from it all", she really meant it!"

Zack: "What possessed Aunt Vera to move out? In the middle of the desert? I wouldn't live here even if you paid me."

Ben: "Who cares? Aw man, this summer was supposed to be about F-U-N, not hanging out in some old lady's place."

Gwen: "I like Aunt Vera! And plus, you haven't seen your aunt for a long time, Zack. I think you'll like her too." [She gives him a kiss on the cheek, which he blushed lightly.]

Ben: "Duh! That's because you act like you're a hundred years old! Also, will you stop that? Do you have to latch onto his face every chance you get?"

Gwen: "It's called 'love', Ben. You'll understand when you're order."

Ben: "But I'm the same age as you and Zack!"

Zack: [smirks] "Hmph. Could've fooled me."

(Zack and Gwen shared a laugh when he said that while Ben sulks at the table.)

(The Rust Bucket finally enters Vera's retirement village. It drives past old folks' homes and some people out on the sidewalk. The three preteens are sitting at the table with Ben sitting across from Zack and Gwen, who has her head rested on Zack's shoulder while he is on her computer.)

Ben: "This is gonna be soooo boring! Their idea of excitement in this place is probably watching the grass grow."

(An old man is climbing on his roof, trying to reach his satellite, but starts slipping down. Instead of falling off, he makes an expert Olympic-level backflip off the roof and lands safely on the ground, just as the Rust Bucket passes by.)

Ben: "Woah! Did you see that?!"

(Zack and Gwen looks out the window and only sees old people.)

Gwen: "See what? The heat must be frying that pea-sized brain of yours." [Ben frowns before he sees Zack using her computer.]

Ben: "Hey! How come he gets use your computer?"

Gwen: "Because he's my boyfriend, asked my permission and I can trust him with my stuff, unlike you!"

(Ben reaches across the table and takes the laptop.)

Zack: "Whoa! Hey-"

Ben: "What the? Dude, why are you looking at women's jewelry?"

(Gwen's eyes jolt open at that sound of that and snatches the laptop away from Ben to see for herself. Sure enough, on screen is a catalog for expensive women's jewelry, all of which are Gwen's size.)

Zack: [glares at Ben] "It was supposed to be a surprise! Thanks for spoiling it, doofus!"

Ben: [smirks] "Anytime, bro!"

Gwen: "Wait! You were actually shopping for a gift for me?" [Zack nods. She smiles with hearts in both her eyes.] "That's so sweet of you." [Gwen hugs Zack and pulls him into a passionate kiss, much to Ben's detest.]

(Max parks the RV outside Vera's home. When the kids gets out, Ben continues to complain about the heat this time. As he's walking, Gwen shoots him with a water gun as she and Zack run ahead, laughing and sharing a high-five.)

Vera: "Max!"

Max: "Vera!"

(Vera comes out and gives her brother a hug, and then hugs Gwen and pinches her cheeks.)

Vera: "I can't believe you're finally here! And look at you three, so - grown - up!"

Gwen: "Oww!"

(She hugs Ben and also pinches his cheeks.)

Ben: "Oww!"

(She hugs Zack and also pinches his cheek, but he didn't groan or anything. But he did blushed a bit lightly.)

Zack: "Hi, Aunt Vera. It's been a long time since we'd last saw each other, hasn't it?"

Vera: "Why yes it has, sweetie. My, you've grown up. Well, come on in! I can't wait to chew the fat with all of you."

(They walk in, while Marty sneers at them through a crack in his blinds. The five are now sitting at the dinner table with platefuls of Vera's special jello.)

Max: "Max Ooh, Vera, this is delicious! Now, what are these brown chunks in the mold?

Vera: "Pork chops, and the white parts are cauliflower!" [Ben and Gwen exchange looks of disgust while Zack has finished the whole plate, apparently had enjoyed the jello.] "So, Ben, what have you and Zack been doing so far this summer?"

Ben: [bluntly] "Dealing with alien life forms."

Vera: "Ohoho, you!"

(Gwen sees something that catches her eye and gets up to investigate while Zack goes to roam the living room. As he was looking around and minding his own business, he looks out the window and sees an old couple staring at him from the sidewalk. He gives a small wave before they walk away. He decides to rejoin Max, Vera and Gwen in the other room. Zack looks around for Ben, seeing as he's not here.)

Zack: "Hey, where's Ben?"

Gwen: "Getting in touch with his inner spirit. And now our aunt's hurt." [Zack looks to see Aunt Vera is upset that Ben's not here and it made him feel bad for her and mad at Ben.]

(Over the rest of the afternoon, Max, Zack and Gwen were trying to cheer Vera up and they've succeed for the most part. When the sun starts to set, Vera decides to retire for the day. Max was sitting at the dinner table reading while Gwen and Zack were doing the dishes when Ben barged into the house.)

Zack: "Well, look who decided to show up."

Ben: "Grandpa! Gwen! Zack!"

Max: "Shhh, your Aunt Vera's in bed!"

Gwen: "Ben, you'd snuck out. Aunt Vera was hurt!"

Ben: "Ah, she's old, she'll forget. Okay, I say I go-" [He gets his shirt collar grabbed by Zack, dragging him outside.]

Zack: "Outside. Now."

(When they went outside the backyard, Zack closes the door quietly and glares at Ben.)

Zack: "What's your deal today?"

Ben: "What do you mean?"

Zack: "You clearly don't understand that you broke our Aunt Vera's heart! She really wanted to spend the whole day with us and you just ran off doing hero stuff or do your own thing! Me, Gwen and Grandpa spent the whole day making her feel better while you were out. You're lucky that I haven't punched you in the face!"

Ben: "Lucky!? I'm stuck in this old person's snooze fest when I could be-"

Zack: "It's not always about you, Ben! When will you get it through that thick skull head of yours! You do nothing but complain about everything that doesn't go your way! You are not the center of the universe, Ben! You have a big, loving family that cares for you and you did nothing but complain about it!"

(Ben tried to say something but he couldn't because he knows Zack is telling the truth and Zack sighed, as he calmed down.)

Zack: "You're my brother, Ben and we'll always be family. You have so much in your life, but you're taking it for granted... If you want to go out alone hunting, then go right ahead. We'll be waiting when you decide to come to your senses."

(Zack opens the back door and walks back while Ben walks away, going to investigate Marty's house. When Zack closes the back door behind him, he was soon tackled into a hug by Gwen and Max place his hand on his shoulder.)

Zack: "How much did you two hear?"

Gwen: "Everything."

Zack: "Sorry you had to hear that."

Max: "You don't need to apologize, Zack. Everything's going to be okay."

(After a short wait, Ben comes back from Marty's house without any evidence to his claims of aliens. He doesn't say a word and just lays down on the couch and goes to sleep. Max sleeps in a thick blanket on the ground in the guest room while Zack and Gwen were sharing a bed with each other, cuddling and keeping themselves warm.)

(The next morning, Max leaves for an early morning walk. As the kids get up, Ben is still quiet and remains silent while Gwen and Zack make some coffee. When Vera comes into the kitchen, Gwen offers her coffee but accidentally drops it, causing Vera to freak out and leave while yelling.)

Ben: "Now do you believe something weird's going on here?"

Gwen: [Zack nods.] "Yeah..."

Ben: "Come on. We have to go find out what's really happening."

(The trio then make their way through the retirement homes towards the trapdoor that Ben saw. However, along the way, they were attacked by the elders and a Max-lookalike. But with the help of Ben transforming into Wildmutt and Zack transforming into Spidermonkey, they made it to the trapdoor. The trio is able to evade the alien-lookalikes in a series of tunnels before they come across an alien ship surrounded by green pods with all of the elders inside of them. They find Max in one of the pods and got him out of there. However, he can't remember what happened after his early morning walk. Marty and the others morph into their true selves, green liquid aliens with orange eyes and pink internal organs, known as Limax.)

Max: "You can fill me in later!"

(Nodding at Max, Ben transformed into Heatblast and Zack transformed into Big Chill.)

Heatblast: "Now, we're going to return the favor. You with me, bro?"

Big Chill: "Always."

(Heatblast blasts a torrent of flames at the aliens. However, it does nothing to them as they fuse together.)

Limax: "Whatever you are, you just made a terrible mistake. Us Limaxes live for the heat! Why do you think we came to the desert in the summer?"

Big Chill: "Is that so? Well, how's about we see how you like the cold!"

(Big Chill rises into the air and blasts the limax with his Freezing Breath. The giant limax screams in agony as its body begins to freeze.)

Limax: "NOOO!!!"

(Once it was fully frozen, the limax crumbled under its own weight and turned to dust.)

Gwen: "I love the cold."

(The quartet are able to get all the podded people out of the limax ship just before it takes off.)

Max: "...We should put them all back in their condos, so they'll think they never left."

Gwen: "That could take hours."

Big Chill: "Not a problem with XLR8 and Jetray on our side! Ben?"

Heatblast: "You got it, bro!"

(The next morning is the end of the weekend. Max hugs Vera goodbye.)

Vera: "Don't be strangers!"

Max: "We won't."

(Gwen and Zack walk up to Vera, giving her a goodbye hug.)

Zack & Gwen: "Bye, Aunt Vera!"

Vera: "Goodbye, you two. Oh Zack, I saw how much you like my jello mold. So, I made some for you on the road." [She hands Zack a large plate of green jello.]

(He takes the jello and takes it to the Rust Bucket with Gwen following next to him, leaving only Ben to say goodbye.)

Vera: "I'm sorry, Ben, if there wasn't enough excitement here for you. I hope you weren't bored to tears!"

Ben: "Actually, it turned out better than I thought!"

Vera: "I'm glad. Well, have fun on the road!"

Ben: "I will!" [He hugs her and hops on the Rust Bucket.]

Vera: "Oh, and Ben? Keep up the good work, dealing with all those aliens with you brother you were telling me about!"

Ben: "You're - kidding...right?"

Vera: [She laughs.] "Of course, dear!"

Bonus Ending Clip!

(Inside the RV, Gwen sits down next to Zack, placing a hand on his shoulder.)

Gwen: "Hey, Zack. Just so you know, I'll be always be there for you."

Zack: "I know you will, Gwen. And Max, too. And I hope Ben will, as well."

Max: "Don't worry, Zack. He just needs to sort some things out."

(As Ben gets in the Rust Bucket, he sits across from Gwen and Zack. The brothers then stared at each other for a second before Zack smiles with Ben returning it.)

(Fade to black.)

Episode cleared.