Ben and Gwen are tired of Shag Carpet, the band Grandpa Max listens to. So Ben transforms into Upgrade to control the Rust Bucket radio, trying to listen the music they want.
During a road stop, Ben and Gwen want something from the vending machine. When Ben's snack doesn't come out of it, he plans to retrieve it as Grey Matter.
Ben, Gwen, and Max are at a museum observing an exhibit of crystal eggs when thieves decide to strip it bare. Ben transforms into Diamondhead, but even for him it proves hard to fend off the thieves and protect the eggs from breaking.
Snarf is in charge of watching Baby Lion-O. When a butterfly catches Baby Lion-O's attention, he follows it through town, narrowly avoiding disaster along the way. Snarf does his best to catch up with and save Baby Lion-O, but ends up suffering the consequences that Baby Lion-O escapes. At the end...
