(The quartet were at the front desk in a 4-star hotel and Gwen and Zack were looking over a brochure.)

Gwen: "Wow. This hotel has everything. Indoor pool, full day spa-"

Zack: "And a Valentine Day's theme restaurant."

Gwen: "Ooh? Looking to take me out on a date tonight?" [wraps her arms around Zack's neck]

Zack: "Well, we haven't exactly been on a proper date since we'd become a couple. Music, delicious food, maybe a little dancing."

Max: "Well, I'm sorry to tell you two kids, but we are only staying here for one. So, you gotta make it count."

Gwen: "...So, you're paying?"

Zack: "Of course."

(Ben, who was bored, suddenly sees a Sumo Slammers-brand kiosk installed in the mall.)

Ben: "Woah, the new Sumo Slammer video game's in there!"

(As he reaches the entrance, a guard stops him.)

Guard: "Pass?"

Ben: [fumbling around in his pockets] "Uh, must've left it inside. I'm one of the game pros testing out the system!"

Guard: "VIPs only."

(Ben drops the act and slumps back on over to his brother, Gwen and Max.)

Max: "I know what you're thinking, so no sneaking back in there."

Zack: "Yeah, Ben. For once, don't do any rash stuff today. Okay?"

Ben: "I won't!"

(As Max, Gwen and Zack get to the elevator, they notice Ben isn't with them and before they know it, they were all thrown out of the hotel by the security guard thanks to Ben sneaking into the game showcase.)

Guard: "And never come back!"

Max: "I told you not to sneak back in there."

Zack: [shook head] "Goddamnit, Ben."

Ben: "Well if you want to get all technical about it..."

Gwen: [growing angry] "I never even got a chance to take a shower, in a real shower for the first time all summer! Plus they had a spa. A spa! And now my date with Zack is ruined because of you! He was going to take me to the fanciest restaurant I've ever been to for the most romantic dinner I would've ever had! Nice going, doofus."

(In the Rust Bucket, Max is scolding Ben while Zack cheers Gwen up by rubbing her shoulder, which made her feel better a little.)

Max: "How do you expect me to trust you if you keep misusing the watch?"

Ben: "Excuse me, I used it 100 times for good! Why can't I use it just once for me?"

Zack: "Because that's not what it's for, Ben! They're not playthings! These things are attached to us for a reason and we can't toy with them!"

Max: "And it's not how many times you use it, Ben, it's how you use it. Not once has Zack ever used for his personal gain."

Ben: "That's not true! He'd used it loads of times when neither you or Gwen were looking."

Gwen: "Is that true, Zack?"

Zack: "For your information, bro! But I only used the Ultimatrix for training purposes. I've been training with my aliens every chance I get so I can master them all. How do you think I knew that Swampfire could tank those shots from the purple hunter back in the mining town? Or how I knew I could control vines with my seeds? Day in and day out, I only practice. I know my aliens in and outside now, that includes the aliens I share with you. For example, did you know that Upgrade can fire a focused beam of energy from his eyes?"

Ben: "That's... You know, no I did not. But still, whatever! It was no big deal, anyway."

Max: "-To you. And that's all you care about! So, no more 'Sumo Slammers' stuff for 2 weeks! No comics, no trading cards, no-!"

Ben : "-Fair!"

Max: "Neither is getting booted from a 4-star hotel I already paid for!"

Ben: "Fine, take it out my allowance!"

Gwen: "You don't get an allowance..."

Ben & Max: [to Gwen] "Stay out of this!" [Gwen silently lowers in her chair with Zack putting a reassuring hand on her shoulder.]

Ben: "This is my vacation, too! You can't always tell me what to do. You're not my dad."

Zack: [gasps along with Gwen] "Whoa, Ben!"

(Max is stunned.)

Max: "Well, if I was, I... Look I'm going back to the hotel and see if I can get at least some of my money back."

Zack: "I'll go with you. Maybe I can play peacemaker on the guard to let us back in."

Max: "Thanks, Zack. We'll be back in a few minutes."

(Ben walks past him to the back of the RV, closing the curtains.)

Ben: "Don't hurry!"

Gwen: "He'll be fine." [Zack pecks her on the cheek, making her smile.]

(Max and Zack walk back into the hotel, only to be stopped by the security guard.)

Guard: "I thought I told you to-"

Zack: "Wait, sir, please calm down. We're not here to start trouble again. We'd like to normally apologize for my dumb brother's actions. We told him not to sneak in the mall, but he just weren't listen. Is it possible if you let my Grandpa at least get a refund? We'll be on our way, after that. Please?"

(The guard thinks for a moment before giving a deep sigh.)

Guard: "Fine then. Follow me, I'll take you to the manager. You can talk to her, but I can't make any promises."

Zack: [nods at Max] "Go ahead, Grandpa. I'll wait here for you to come back." [Max nods at Zack and follows the guard to talk to the manager.]

???: "Hmm, nice going, handsome~."

(Zack turns around to see a girl with shoulder-length hair and dark brown eyes with black-discolored marks around them. She was giving Zack a seductive look as she has found a jackpot.)

Zack: "Uhh, thanks. Who are you?"

Kelly: "The name's Kelly, Kelly Levin. And I'd saw how you talked to that guard into letting your old man back in to get a refund. Did you both got kicked out for some reason?"

Zack: "Unfortunately. My dumb brother snuck in the mall to play the new Sumo Slammers video game and I didn't get a chance to take Gwen out on a date in that nice fanciest restaurant. I swear to god, Ben's becoming more and more rash during the day we'd gone out."

Kelly: "Hmm, sounds like my idiot brother would do. My brother would steal gold coins from the machine at the arcade and I saw him and your brother going out on a walk around New York after he went alien and rescued my brother from those jerks my brother kept messing with."

Zack: "Seriously!? Ugh, Ben!"

Kelly: "So what's your name, handsome?"

Zack: [blushes] "Um, my name's Zack." [extends handshake and Kelly accepts] "Zack Tennyson."

Kelly: "Tennyson, huh? Cool name. Say, wanna go out and chat?"

Zack: "Actually, I'm waiting for my grandpa to come back so we can go. Why not you join us?"

Kelly: [nods] "Cool, it's a date then."

Zack: "Y-yeah, sure."

(After grandpa came back with his refund, Zack introduced him to Kelly and they both head back to the RV to see Ben and Gwen are not inside. And not a moment later, Gwen walks in.)

Max/Zack: "Where's Ben?"

Gwen: [nervous] "Hehe, yeah, about that..."

(Gwen proceeds to tell them both about how Ben went to hang out with Kelly's brother, Kevin all over New York and after hours of searching for him, they haven't found any sign of Ben. Gwen sits in front of Kelly while Zack was at the front with Max on the war path.)

Max: "Of all the stunts Ben's pulled, THIS is the worst! When I find him...!"

Zack: "When we find him, I'll give Ben a first hand lesson on why these watches are weapons, not a damn toy!"

Gwen: [mumbling] "I don't know who's scarier: Grandpa? Or Zack?"

Kelly: "Ooh, I really like it when Zack gets mad~. It's making me wet~."

Gwen: [glares at Kelly] "I'm sorry, but who are you again?"

Kelly: "Someone who's going to steal your boyfriend if you don't put a moves on him."

Gwen: "Ha! Just so to let you know, I already made my move with him. And you know what, he's pretty amazing in bed and I wouldn't trade for a single thing!"

Kelly: "Is that so?" [licks her lips] "Maybe I can make a move on him next after this is over~."

Gwen: "You're welcome to join in, as long as you show my boyfriend love and care as support."

Kelly: "Sounds like we have a deal, then."

Announcer (on Radio): "-And expect delays on the uptown subway lines near 51st Street. There have been reports of fires breaking out all over the tunnels."

Zack: "Sounds like Heatass is having some fun." [Kelly laughs at Zack's pun]

Gwen: "Grandpa?"

Max: "I know."

(Max spins the Rust Bucket around and drives to the subway lines. However on their way there, they see Ben dangling from the top of a subway car. But thankfully, Zack was able to rescue him as Jetray before bringing back in the RV. After parking the Rust Bucket, Ben gets an earful.)

Zack: "Just give me one good reason not to beat your sorry ass for disobeying Grandpa's orders."

(Ben was quiet. Gwen then pulls Zack from Ben, trying to calm him down before he does something rash.)

Max: "Are you ever planning on listening to me? None of this would have happened if you just obeyed me from the beginning! It's all about trust!"

Ben: "Then trust me that Kevin's probably misusing Heatblast's power right now!"

Gwen: "Grandpa, Ben's right. There's no telling what he could do now!"

Max: "Okay...so where is he?"

Kelly: "...I think I know!"

(On their way to the 39th Street Bridge, they get stuck in traffic. Ben and Zack decide to transform to get there faster. Ben became Four Arms and Zack became Spidermonkey. The two race to the bridge. When they arrive, Kevin had lost his Heatblast's powers.)

Kevin: "Huh? What's going on?"

Four Arms: "Your power's gone!"

Kevin: "Looks like you're about to give me some more, Ben!" [meets Spidermonkey] "And what's this? Got yourself a pet to help you out?"

Spidermonkey: [growls] "I'm nobody's pet, smartass! Now do me a favor and give up before we really beat your sorry ass!"

Kevin: [cackling] "I like to see you try, tough guy!"

(He walks over to the four kids, lighting up his hands. Four Arms clutches Kevin, throwing off his aim just as he shoots from his hands. Kevin smugly absorbs Four Arms' arms wrapped around him. Laughing manically, he grows a third arm and punches Four Arms away. Kevin laughs as his skin turns red and his left eye morphs into two yellow eyes. Four Arms is stunned. Kevin runs up to the trio, grows a third set of arms, and punches Four Arms so hard he goes flying back.)

Kevin: [laughs] "This is gonna be REAL fun!"

Spidermonkey: "TELL me about it!"

(Zack activated the Ultimatrix and changed from Spidermonkey to his Ultimate form. Then, the two charge at each other and their fists collide in the middle. The battle quickly turns to Zack's favor as Kevin was forced to fight defensively. The duo eventually force Kevin into surrounding, just before Ben's Omnitrix timed out. However, Kevin's surrender was just a ploy to get close to Ben and try to steal the Omnitrix. But the watch shot out a powerful pulse that knocked Kevin away and forced him out of his mutated form. This also caused Kevin to retreat.)

(In the next morning, on the highway out of New York, Ben is sitting at the table while Zack is up front with Gwen and Kelly sitting in between his lap, which made him blushed.)

Ben: "I'm sorry, Grandpa. You too, bro. For everything."

Max: "I know you are. You're my grandson and nothing will ever change that. But my trust is something you'll have to earn back."

(Ben lowers his head and waits for a moment, expecting Zack to say something, but he doesn't. He just nodded at him, agreeing with Max. Ben nods as well and looks down, guilt ridden.)

(Fade to black.)

Episode cleared.