(We open up to show Max, the boys and the girls are standing in a very long line to a video game store.)

Gwen: "Ugh, we've been in this line for two hours, and it hasn't budged an inch!"

Ben: "Small price to pay for "Sumo Slammer 2.1"! I'd do anything to get this game!"

Zack: "I can't believe they released the exact same game with the only added feature of changing your character's color during the fight."

Cass: "How is that feature worth re-buying a game you already have? It can't possibly offer an advantage over the other player."

Ben: "You two don't know what you're talking about."

Zack: "But I know what game I'm getting."

Kelly: "Which one?"

Zack: "Ultimate Marvel VS Capcom 3. I heard it came out on Xbox 360 and I need to get it. Plus, maybe it'll help me get some new ideas for my aliens too."

Kelly: [Her and Zack shared a high-five.] "Nice."

Max: "You know, there's a nice air-conditioned bookstore over there. Maybe we can wait inside until this line thins out a bit."

Ben: "And lose our places in line? Not an option! You guys go. We'll meet you back at the RV once we have our games."

Max: [They get out of the line.] "Want us to pick up anything for you at the book store?"

Ben: "I'm on summer vacation. Why would I read anything?"

Zack: "Can you check and see if they have the latest of Marvel's Spider-Man series?"

Gwen: "Will do."

(Max and the girls left to the bookstore, leaving the boys to wait in line to get their games.)

Some Minutes Later...

(Zack and Ben finally reach the store and brought their games with Zack's cash, which Ben appreciates. Once returning to the RV, Ben immediately starts playing his new game.)

Zack: [chuckling] "You must be a 3-year-old if changing colors is a new experience for you, bro."

Ben: "Oh shut up and play your stupid superhero fighting game."

Zack: "First of all, it's not stupid. Second, I'm already playing it." [Shows him playing Ultimate Marvel VS Capcom 3 on screen.] "And third, it's a lot more cooler than Sumo Slammers all the way."

Ben: "Oh, whatever. The only reason you don't like Sumo Slammers because you haven't played the first one. You think that it's too much for you."

Zack: "That's not true. I just don't feel like playing it."

A Couple of Hours Later...

(Max and the girls barge into the RV.)

Gwen: "Are you demented? Going alien just to get a stupid video game?!"

Zack/Ben: [Looks at Gwen; confused.] "What are you talking about?"

Gwen: "And you!"

(Gwen slaps Zack across the cheek.)

Zack: "Ow! What the hell was that for?!"

Gwen: "For letting your dweeb of a brother go on a berserk rampage like that!"

Cass: "You let Ben turn into Four Arms and ram several stores and cars on the street!"

Max: "I'm sure the boys have a good explanation. Don't you?"

Zack: "Yeah! Ben didn't do anything! We just got our games like normal people and came back here to play it. We haven't left since and go alien."

Gwen: "If that's true, then what's that?!" [She points at the TV, showing Four Arms throwing a dumpster at Max and the girls.]

Ben: "That's not me!"

Kelly: "Then it must be another 4-armed freak pretending to be you wrecking the town."

Ben: "It's possible. Remember when that Diamondhead alien turned out to be a good guy? In fact, all the alien species in the watch live out in the universe somewhere!

Max: "That's true. Besides, Ben wouldn't be so irresponsible with his alien powers like that and Zack would never allow Ben to do those things we saw."

Zack: "Wait a second." [Looks closely at the TV screen.] "Ben, do you see what I see?"

Ben: [Takes a closer look too at the screen and his eyes widen.] "You mean what I don't see."

Zack: "Exactly. We gotta get to the bottom of this. Let's go." [Walks out of the RV.]

Ben: "I'm right behind ya. Besides, no one's gonna ruin my aliens' reputation, except me!"

(The boys goes to the site of the rampage, where trashed cars are being towed and police are talking over their radios. Ben picks up a brick by his foot.

Gwen: "Criminals always return to the scene of the crime...!"

Ben: "Will you give it a rest? We're trying to solve a mystery here."

Zack: "Gwen, please don't jump conclusions. You know me already. Me and Ben would never hurt the innocent nor destroy the city for stupid stuff. Well, I mean, Ben is Ben so..."

Ben: "Hey!"

Zack: "But the point is we're not the bad guys here! Someone's impersonating your cousin and we need to find out who he is before he continues to rampage every way. So please, relax."

(Gwen listened to Zack's words and finally stopped accusing the boys' actions as she see that they were framed by someone pretending to be Ben. She starts to feel bad for slapping Zack across her face without realizing the truth.)

Max: "Now, what do you expect to find that everyone else couldn't?"

(A loud clattering noises catches the attention of the boys as they look to the source. They see the imposter disappear behind the corner.)

Ben: "There he is! Come on, bro!"

Zack: "Right behind you, bro!"

(The boys chase the imposter through the alleyway until they see him ontop of the US Mint and chase him inside. The boys search the mint until they come across Max and the girls with Gwen yelling at the imposter, who is a Heatblast knockoff.)

(The Heatblast imposter launches a jet of fire at Gwen, but the boys quickly transforms into Chromastone and Diamomdhead before jumping in front of the flames, shielding Gwen.)

Diamondhead: "Now do you believe us?"

Chromastone: "You guys get out of here with the workers. My brother and I will take it from here."

(As Max and the girls left with the workers, Ben fires several shards at the imposter forcing him to back off. In the short trading of shards and fire between the imposter and Ben, the imposter disappears.)

Diamondhead: "I don't know who you are, but you're giving aliens a bad name!"

Imposter: "So why don't you cry about it? Or are you gonna go run and tell on me to your grandpa Max! Or that smart-mouthed cousin of yours? But naturally, you brought your brother Zack along with you."

Chromastone: "Why does your voice sound so familiar?"

(A blast of fire hits a container hanging from the ceiling, causing all the coins inside to rain down onto the boys, dropping them for a moment.)

Imposter: "Hey! It's raining money!"

Diamondhead: "Who the hell are you?!"

Imposter: "You still haven't figured it out? At least your brother is starting to catch on. Maybe this will help."

(The imposter then begins to shift and morph into his head grotesquely until it shifted into Kevin's head.)

Chromastone/Diamondhead: "KEVIN?!"

Diamondhead: "I don't get it. I thought you were drained of all my powers back in the subway in New York!"

Kevin: "That's what you get for thinking, Benji. Turns out I absorbed enough of that weird watch energy, so I could turn into any of those aliens inside, if I just concenrated hard enough. Only problem is, I can only stay human for a short time. You made me into this freak..."

Chromastone: [scoffs] "Like this is Ben's fault?! Whose idea was it to drain out all the powers of the watch? Lemme think; not my bro!"

Kevin: "I don't care! Cause now it's payback time, partner. Everything 50/50! I do the crime, and you'll do the time."

Diamondhead: "You'll never get away with this!"

Kevin: "WRONG! YOU'll never get away with this! I'm not me, I'm you! Remember?"

(The police suddenly rush in through the window and in the distraction. Kevin transforms into Stinkfly and escapes. As the boys are surrounded by the police, they are addresses by Lt. Steel.)

Lt. Steel: "Sorry, rockheads. No unauthorized withdrawals on my watch."

Chromastone: "Hold on, put your weapons down! The bad alien just got away, we're the good aliens here!"

Lt. Steel: "Yeah, sure you are. Just like those "alien heroes" all over the news nowadays! No sale. To me, you're just a walking chandelier!"

Gwen: [Max and the girls walk up to them.] "He's telling the truth, officer! There was another alien who-"

Lt. Steel: "I don't try 'em, kid. I just catch 'em. We'll let the boys at Area 51 figure out who's naughty and who's nice. Chicago; Tallahasse; Barstow. You and your outer-space pals have been keeping me real busy...but you're not getting away with it this time!"

Diamondhead: "This time?"

Chromastone: "Sorry, lieutenant, but we're not going anywhere with you."

(After fighting through the police, the brothers are able to escape. However, a shadowy person takes notice of the Omnitrix and the Ultimatrix on the boys' wrists.)

(The brothers made it back to the RV as Zack relayed Max and the girls about what they learned. Kelly was really shocked to hear her brother is back and framing the boys for what happened last time they've met. Using Gwen's laptop, they also learned that Kevin has been committing crimes all over the country. They were interrupted by a runaway cable car that has been highjacked by Kevin (Upgrade).)

(After saving the people on the cable car, Max and the kids are cornered by Steel and a large number of his men. When one of his men informs Steel about an alien attack on the Golden Gate Bridge, he leaves to confront Kevin.)

(Cass is able to create a magical smokescreen that allows her and the others to get passed all of the cops that were surrounding them and drive to the Golden Gate Bridge. When they arrive at the bridge, Ben transforms into Four Arms and Zack becomes Rath before ascending the bridge tower. When they reach the top, the brothers see Kevin (Diamondhead) about to stab Lt. Steel. Ben stands behind him and catches Kevin's attention.)

Diamondhead: "Let him go, Kevin. This is between us."

Kevin: "Sounds good to me."

(Kevin throws Steel onto one of the large cables of the bridge, but Steel is able to hold on.)

Kevin: "Still trying to be a goody two-shot, Ben? Where's your brother? Too scared to show his face?"

(Zack then lands behind Kevin, towering over him. Kevin slowly glances over his shoulder to see Zack (Rath) is glaring at him with his arms crossed.)

Diamondhead: "You were saying."

(Zack pushes Kevin back with a backhand punch, sending him flying to Ben, who embedded him into the steel of the bridge beneath him with his foot.)

(The brothers began to fight Kevin as a team, not even letting him lend a single hit in on either of them. Eventually, Kevin reverts back to his Human form after feeling overwhelmed by the brothers.)

Rath: [Walks over to Kevin and looks at him down with a glare.] "If we ever see you again or ever try to frame my brother again, we won't be so merciful."

(As the brothers begin to walk away, Kevin finally and truly snaps. His powers began overtaking him, he mutates into an amalgamation of all of Ben's aliens.)

(Kevin attempts to change his form but is unable to. Enraged, he charges at the brothers, whom gets ready to fight him. But the new strength and speed Kevin now possess catches the boys off guard. He easily overpowers Four Arms and outpaces Rath. Just as the tide was turning on Kevin's favor, he's blasted by an enormous beam from a cannon wielded by one of the cops down below on the bridge. The shot knocks Kevin off the bridge and into the water below.)

(After rescuing and running into Lt. Steel one last time while driving out the city, the gang gets back on the road. However, Zack is unusually quiet, sitting at the back of the RV. Gwen then comes in and sits next to him with a look of ashamed all over her face.)

Gwen: "Hey, Zack. About what happened before Kevin's reveal, I'm so, so sorry for slapping you in the face and blindly accusing you and Ben as criminals. You were right. I was jumping to conclusions and didn't fully realize the truth. I should've believed and defended you when I have the chance. I know you must be angry at me now, aren't you?"

(Soon enough, Gwen gets hugged by Zack, catching her off guard but she tears up and hugs Zack back.)

Zack: "I'm not mad at you, Gwen. I know you didn't mean to. At least you'd helped us at the end. I would never hate you. I love you, Gwen. Remember that."

Gwen: "I will. I love you too, Zacky."

(And with that said and done, Zack and Gwen begin sharing a romantic loving kiss together and the two stayed like this for 10 minutes before falling asleep with happy smiles on their faces.)

(The episode ends somewhere at the abandoned warehouse where we see a shadowy figure from back where Kevin escaped is looking through a newspaper that shows the brothers have beaten all sorts of their foes and a figure curls a smell seductive grin as she looks at Zack.)

???: "Looks like I've found someone who has a huge reputation. And a cute one, in fact. Guess it's about time I have a meeting with this boy. Maybe he and I can have a little chat."

(Fade to black.)