(We open in outer space. A massive brown ship is attacking a much smaller teal ship, somewhere out near Jupiter. Inside the large ship:)

Robotic Lieutenant: "Hull damage: 20 percent, weapons system's still operational."

Vilgax: "I have come too far to be denied. The Omnitrix and The Ultimatrix shall be mine, and there is not a being in the galaxy that dares stand in my way!"

(Meanwhile, on Earth, we see two boys in class. One boy being Zack, who is reading a book, and Ben, who is crafting a paper airplane. Zack sees this and decides not to intervene. Ben the proceeds to throw it at the back of his teacher's head. Teacher looks back at Ben, who is poorly pretending to read his book, smooshing his face in between the pages. The teacher then looks at Zack, who is just pointing at Ben, which made the teacher sigh with annoyance that Ben did it again.)

(A couple of hours later, Ben is intensely watching the clock, waiting for the school bell to ring.)

Ben: "Come on, come on."

Zack: "It's just a few more minutes, Ben. Relax."

Teacher: "And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up!"

Ben: "Yeah, right." [The school bell rings.] "Yes! Outta here! C'mon, Zack!"

Teacher: "Everyone, have a good vacation, and I hope to see you all again in the fall."

(As the students left the class, Zack and Ben walks towards the classroom door.)

Teacher: "Benjamin, could I have a word with you before you go?" [She holds up Ben's paper airplane.]

Zack: "Good luck, Ben. I'll be waiting out."

(Ben huffs and walks over to the teacher's desk.)

(Meanwhile, outside. Cash Murray and J.T. backs Jamie to a tree)

Cash: "Normally, we'd take your money and beat you up. But since it's the last day of school, we're going to give you a break. Now fork over the cash, so we can get out of here."

Ben: "Leave him alone!"

(The three boys turn to see Ben standing there with Zack leaning against the tree by his side.)

Zack: "It's the beginning of summer and here you two go bullying a kid for his money. How low can you guys be?"

J.T.: "Get lost, shrimps."

Ben: "I said, back off!"

Cash: "Oh, looks like we got us a hero. Suppose we don't wanna back off?"

J.T.: "What are ya gonna do about it, Tennyson?"

Cash: "The same goes for you, Zack?"

Zack: [smirks] "Oh, you'll found out."

(The four kids glare at one another intently, then Ben makes the first by running towards them triumphantly.)

(Ben and Jamie hung up on a tree branch by their underwear, as a squirrel squeaks and scarpers off. Meanwhile, Zack was standing and looking down over the unconscious bodies of Cash and J.T. on the ground.)

Jamie: [sarcastically] "Thanks a lot."

Ben: "I was just trying to help." [He looks at Zack] "And how come you're not up here!"

Zack: "Because I took karate lessons from your cousin, Gwen. That's why I'm not up there. You should try it sometime, it would help you gain some height more."

Ben: "Whatever! Just get us down from here!"

Jamie: "Next time you wanna play hero, make sure you can back it up like your brother here."

(As Zack helps Ben and Jamie get down, they heard a vehicle coming up to them, and we see an old man named, Max Tennyson.)

Max: "Come on, boys, let's go! We're burning daylight. I wanna to make it to the campsite by nightfall."

Zack: "We'll be right there, Grandpa!"

(Cut to after getting the boys down safety, Ben and Zack gets on the Rust Bucket.)

Ben: [Referring to the camping trip.] "I have -so- been looking forward to this!"

(The two then notices Gwen sitting down at the table.)

Zack: [gasps, smiles] "Gwen!"

Ben: "What are you doing here?" [to Max] "What is she doing here?"

Gwen: "Take it easy, dweeb. This wasn't my idea. Somebody convinced my mom that 'going camping for the summer would be a good experience for me'." [She gets up from her seats and hugs Zack with happiness.] "But it's great you're coming along with us, Zack. At least I have someone to enjoy talking to during the whole summer." [thinking] "Especially now this being my chance to spend time with him until I can confess to him."

Zack: "Same here, Gwen."

Ben: "Grandpa, please. Tell me you didn't..."

Max: "I thought it would be fun if your cousin came along with us this summer and seeing Gwen will agree to come with us if Zack is with us. Is... that a problem?"

(Ben and Gwen say nothing but look at one another while Gwen continues hugging Zack. Rust Bucket pulls away from stop, revealing its license plate.)

(Then they start driving away as Ben and Gwen are sitting on opposite sides from each other on the table with Zack sits next to Gwen, reading a comic book.)

Ben: [Bickering with Gwen] "Aw, I can't believe it. I wait all school year to go on this trip with Zack, and now the queen of cooties is along for the ride."

Gwen: "Hey! I had my own vacation already all planned out too, you know?" [She pulls out her schedule.] "Each activity is color-coded, so I never do the same thing two days in a row."

(Ben is surprised. Zack then looks closely.)

Zack: "Oh, wow. You know how to plan ahead don't you, Gwen?"

Gwen: "Well, of course I do. Thank you, Zack. At least someone understand the handwork I put in on planning my vacation." [glares at Ben] "Now, I'm stuck with my geekazoid cousin going camping for three months." [thinking] "Except for Zack, of course. I'm going to enjoy camping with him for three months."

Ben: [at Gwen] "Geek."

Gwen: [at Ben] "Jerk."

Max: [to himself] "Something tells me it's gonna be a long summer..."

(The Rust Bucket driving out of Bellwood onto Route 66.)

(Later in the day, the quartet of Tennysons gathered in the woods around a table-bench.)

Max: [Bringing out a bowl of food to the kids.] "Chow time!"

(Max plops down a bowl of still-wriggling worms, to Ben and Gwen's disgust.)

Ben: [Looking at the bowl.] "Okay, I give up. What- is that?"

Max: "Marinated mealworms". Hard to find them fresh in the States. You know, they're considered a delicacy in some countries?"

Gwen: "...And totally gross in others?"

(One of the worms falls out the bowl and crawls on the table.)

Max: "If these don't sound good, I've got some smoked sheep's tongue in the fridge?"

Ben: "Urgh. Couldn't we just have a burger or something?"

(Ben and Gwen smile at Max.)

Max: "Nonsense. This summer's gonna be an adventure for your taste buds. -I'll grab the tongue."

(Zack look at the bowl before grabbing a handful, toss it in his mouth and eats it, much to Ben and Gwen's dismay and disgust.)

Ben/Gwen: "Gross!"

Zack: [swallows the worm] "Hmm. Slimy, but satisfying." [continues eating the worms]

Max: "I knew you would like it, Zack. I'll go get the tongues." [walks back to the van]

Ben: [to Gwen] "Okay, I got a half-eaten bag of corn chips and a candy bar in my backpack. What'd you got?"

Gwen: "Some rice cakes and hard candy."

Ben: "Think we can make them last the whole summer?"

(The two sulk together.)

(Back in outer space, Vilgax's ship continues attacking the other, blasting lasers into the hull of it.)

Robotic Lieutenant: "Their propulsion systems have been destroyed."

Vilgax: "Prepare to board! I want the Omnitrix and the Ultimatrix, now!

(The spaceship getting chased primes a laser blast and fires, directly hitting Vilgax's control room, blasting him across. But immediately after the warship retaliates, blasting the ship to pieces. Out of those pieces, a small pod ejects down into Earth's atmosphere.)

(Back on Earth, at the campsite, the kids are sitting. Ben is playing his handheld video game while Gwen is typing away at her laptop and Zack sits next to Gwen, reading his comic book. Max comes out from the Rust Bucket to see the kids, just minding their own business.)

Max: "Who wants to roast marshmallows?"

(Ben and Gwen continue, Zack response.)

Zack: "No thanks, grandpa. I'm still full of the mealworms and sheep tongue from earlier."

Max: "That's okay, Zack. At least you enjoy it. Gwen? Ben?" [No response.] "Okay, um... How 'bout we tell scary stories?"

Ben: "Scarier than having to spend a summer with your freak of a cousin? Hahaha!"

Gwen: "I'd like to, Grandpa, but I'm busy doing a web search on cures for 'extreme doofus-ness'. Nothing yet, Ben, but let's not give up hope!" [thinking, while smiling at Zack] "Along finding out how to confess your crush?"

Max: "Aww, come on you two. We're all in this together."

Zack: "Grandpa is right. We need to stick together always to enjoy the summer until it's over. You two might as well have to get along till then."

Max: "See! Zack understands. You can either mope around like this all summer, or we can have some fun. Now whadd'ya say?"

Gwen: "I vote for moping."

Ben: "I'm gonna take a walk. Smell ya around, Gwen."

(Ben walks into the woods.)

Zack: [sighs to himself] "Why do I even try?" [to Max] "I better go with him. I'll call you if something happens."

(Zack follows Ben into the woods.)

Max: "I, uh, think they're starting to grow on each other."

(Cut to Ben, walking, hands in his pocket and Zack was following behind him.)

Ben: "Aw, man. This is gonna be the worst vacation ever. I might as well have gone to summer school."

Zack: "You wouldn't last a minute joining summer school, anyway."

Ben: "Yeah, you're probably right. But still, I thought it was just supposed to be the three of us, not four!"

Zack: "Stop complaining, Ben! There's nothing you can do except dealing with it eventually. Plus, you don't know what could happen. Maybe by some miracle, something falls down from the sky and changed our lives forever."

(At that moment, a meteor shoots across the sky and catches Ben's eyes.)

Ben: "Whoa! Zack, look! A shooting star!"

Zack: "Wha?" [looks at the star] "Well, I'll be damned."

(The "shooting star" instantly changes course, aiming straight for Ben and Zack, making them gasped and start running away from it. The meteor crashes behind him, the shockwave launching the boys and sending smoke and debris in the air. As it clears, the two boys looks on at it, getting to his feet for a closer look.)

Zack: "What the heck is that?"

Ben: "Looks like a - satellite or something."

(The meteor's white-hot light fades. The duo leans in at the edge of the crater, but the ground they're standing on crumbles beneath them, sending them sliding down. They get up; now has a full view of the pod. It opens itself before them, and a green light and a red light in the shape of an hourglass shines from it.)

Ben: "...A watch?"

(Light extends from the hourglass, revealing it is attached to a cylindrical watch-like devices (the Omnitrix and the Ultimatrix).)

Ben: "What's a watch doing in outer space?"

Zack: "I don't know, but it looks pretty high-tech."

(Ben smiles to himself, stepping closer to the pod, outstretching his arm to grab it.)

Zack: "Ben, wait!"

(However, the Omnitrix and the Ultimatrix leaps from the pod and onto his wrist, latching itself to the two boys, catching them by surprise.)

Ben/Zack: "Ahh!"

Ben: "Get off me! Get off, get off!"

Zack: "It's attach to my wrist! It won't come off!"

(Ben frantically tries ripping the Omnitrix off his wrist, to the point of losing balance and falling over. He and Zack quickly climbs out of the crater and starts running.)

Ben/Zack: [screaming] "Grandpa!"

(Back at the trio's campsite.)

Max: "Hm. The boy's been gone a while. Well, I guess they can't get into too much trouble out here. Especially with Zack around to keep Ben company."

Gwen: "Unless he wound up bear food and Zack manage to escape with his life." [Max turns to Gwen.] "Hey I can dream, can't I?"

(Back at the forest.)

(Ben is seen trying to get the Omnitrix off his wrist while Zack examines the Ultimatrix. He then touch the dial, causing it to activate, getting himself and Ben's attention.)

Ben: "Whoa! How'd you do that?"

Zack: "I just touch the dial and... it activates."

Ben: "Let me try!"

(He then touched the dial of the Omnitrix, causing it to activate as well.)

Ben: "Whoa!"

(Both watches selected an unknown alien for them to see.)

Zack: "Whoa! Is that... an alien?"

Ben: "Cool!"

(Pressing the watch at the same time, they begin transforming into their selected aliens for the first time. Few seconds later, Ben turn into a fire-type alien and Zack turn into a flying-type blue bug. They start freaking out over this.)

(The boys were screaming in the forest.)

Heatblast: "Aaah! I'm on fire! I'm on fire!"

Big Chill: "What the heck!? I'm a giant bug! Freaky."

(However, Ben noticed he's not burning up, nor he is hurting. The same goes for Zack when he notices it's actually him.)

Heatblast: "Hey... I'm on fire --and, I'm okay... Check it out. I'm totally hot."

Big Chill: "You think you're hot. I feel so cool."

(The duo laughed at their own jokes.)

(Ben then turns to see a tree behind him that he can practice his new abilities on.)

Heatblast: "Oh yeah, uh-huh. Here goes!"

(Slinging his wrist, Ben shoots a fireball out of his hand, blowing a branch off the tree entirely.)

Heatblast: "That's what I'm talking about."

(Big Chill then breath out the cold air at a branch, freezing it completely.)

Big Chill: "Now, that's cold." [chuckling]

(Between his hands, Ben creates a larger fireball.)

Heatblast: "'Liking it!..."

(Ben slings the fireball, unexpectedly through three trees instead of one, causing a fog of smoke around him. Ben's smile drops as he sees the fire created by him spreading to other trees.)

Heatblast: "Wait! Stop! ... Uh-oh."

Big Chill: "Ben, not too much! It's too much!"

Heatblast: "Just help me put it out! Quick!"

(Zack starts putting out the fire, but it keeps spreading in different directions, making it difficult to put them out quick. Ben tries helping, but fails miserably as the fire doesn't go out as he stomps on it.)

Heatblast: "Oh man, I am gonna get so busted for this."

Big Chill: "Hopefully that will be the only thing you'll be getting once this is over."

(Back at the campsite.)

(Max was sitting by a campfire outside the Rust Bucket, as Gwen walks out, seeing the smoke from the duo's escapades in the distance.)

Gwen: "What's that?"

Max: [Getting up.] "Looks like the start of a forest fire. We better let the Rangers' Station know. Probably some darn fool camper out there, messing around with something he shouldn't."

(Max pauses, before he and Gwen come to a realization.)

Max: "Ben!"

Gwen: "Zack!"

(Max quickly opens a camping-kit and grabs two fire-extinguishers, passing one to Gwen.)

Max: "Better take this!"

(The two run into the Forest towards the smoke overhead, while Gwen thinks about Zack's safety.)

Gwen: [thinking] "Please be okay, Zack."

(Back in the forest.)

(Ben is continuing trying to put out the fire, unsuccessfully.)

Heatblast: "This would be so cool, if it weren't so-- not cool!"

Big Chill: [freeze another patch of fire and turn to glare at Ben.] "Seriously? How would this be cool when everything's burning to the ground cuz of you! Why did you even shoot a giant fireball at a couple of trees knowing wood and fire don't mix well! It's basic science fact!"

Heatblast: "Zack, watch out!"

(Zack turn, seeing a burning tree falling toward him as he jumps out of the way.)

Big Chill: "Phew! Thanks, Ben!"

(Gwen is desperately trying to find Zack and Ben, but Zack mostly, as she was putting out fires by spraying the extinguisher. Up until she shoots it at Heatblast's back, causing him to turn around to look at her.)

(Gwen then screamed.)

Heatblast: "Look, I know I look weird, but there's no reason to be scared-"

(Gwen clobbers Heatblast round the head with the extinguisher, knocking him down. When he tries to get up, Gwen sprays him, knocking out the flames surrounding his rock-like head for a brief moment.)

Heatblast: "Hey!" [Coughs]

Gwen: "I don't know what you are- but you'll stay down there if you know what's good for you! Tell me what you did with Zack and Ben... Specifically Zack, what did you do to him?!"

(Ben staying down, gestures to Gwen's shoe, setting a small flame on it with a chuckle.)

Gwen: "Ow!" [Hopping on one foot until she extinguishes the small flame.] "I warned you!" [raising the extinguisher above her head]

Heatblast: "Don't even think about it, freak!"

Gwen: "...Ben? Is that you? What happened?"

Heatblast: "Well, when Zack and I were walking, this meteor fell from the sky and almost smudged us, except that wasn't a meteor or a satellite, but these cool watches things that jumped up onto our wrists, and when we tried to get it off, I suddenly was on fire and Zack became a giant bug. So, I started messing around and I accidentally started this mega forest fire."

Gwen: "Wait, you mention Zack and you turn into these things. Where is he?"

Big Chill: [from o.c.] "Hey, Gwen!"

(At that moment, Zack lands behind Ben and Gwen sees him in his alien state as she walks pass Ben and toward Zack.)

Gwen: "Zack, is that you?"

Big Chill: "Yeah, it's me."

(Feeling relieved, Gwen just dropped the fire extinguisher and hugs Zack.)

Gwen: "You had me worried, Zack."

Zack: "Sorry about that. I tried to call, but I couldn't since I can't grab my phone."

Max: [Running up] "Gwen, are you alri-" [seeing Heatblast and Big Chill.] "What in blazes?" [Gwen breaks the hug and looks at Max.]

Gwen: "Hey, Grandpa, guess who?"

Heatblast: "It's us, Grandpa!"

Max: "Ben? Zack? What happened to you two?"

Heatblast: "Well, when Zack and I were walking, this meteor..."

Gwen: [Cuts Heatblast off.] "Erm, excuse me? Major forest fire burning out of control, remember?"

Heatblast: "What do we do?"

Max: "Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?"

Heatblast: "Shooting flames? I can definitely do."

Big Chill: "Wait! What about the animals in the forest? Or the people as a matter of fact? What happens if Ben accidentally burns something by accident again?"

Gwen: "He's right, Grandpa. To be honest, I don't know if it's safe to cause more fire than it already is."

Max: "You're right. We have to think of another way."

Ultimatrix: "System command. Manual activation for Ultimate form is activated."

Big Chill: "What the?"

Max: "What was that?"

Heatblast: "Was that your watch?"

Gwen: "And what's this about Ultimate form it talking about?"

Big Chill: "I don't know, but it better help us."

(Slamming his hand to his chest, he starts transforming into Ultimate Big Chill.)

Big Chill: "Ultimate Big Chill!"

(Everyone looks in amazement and in shock.)

Big Chill: "Whoa! This is new."

Heatblast: "Feel any different?"

Big Chill: "Let's see."

(Zack turn around to the fire behind him, then breathes in and out a huge blast that frozen a massive portion of the forest fire.)

Big Chill: "Oh, heck yeah! Now, this is an upgrade!"

Gwen: "You just froze a huge portion of the fire with a single breath!"

Max: "This could work. Zack, is it possible for you to fly around and feeeze the fire in the surrounding area."

Big Chill: "Yeah, I believe I can."

Heatblast: "What about me? What can I do to help?"

Big Chill: "Well, if you're immune to fire... Maybe you can absorb the fire into you!"

(Ben turns around toward the fire behind and stretch out his hands, starts absorbing the fire into him.)

Heatblast: "Alright! It's working!"

Max: "It's settled, then. Ben, you start absorbing the fire in this area while Zack flies around and start freezing the area to prevent the spread."

Big Chill/Heatblast: "Got it!"

(Before Zack could fly off, Gwen grabs his hand.)

Gwen: "Come back safe, Zack."

Big Chill: [nods] "I will, Gwen."

(Gwen smiled as she let go of him and Zack looked at Ben.)

Big Chill: "Ready, bro!"

Heatblast: "You know it!"

(The objective then begins as Ben starts absorbing the fire and Zack starts flying around the forest, freezing massive portions of the fire while Gwen and Max watch in amazement by their actions.)

Gwen: "It's working."

Max: "The fire is starting to die down."

Gwen: [She looks at Zack, who is doing his task; thinking.] "Zack is really amazing. That's why I love him so much." [She puts her hand on her chest, feeling her heartbeat pumped a little.]

(Cut in a few hours later, Zack and Ben were able to stop the forest fire, minimizing the damage. All of them then leave the area quickly before a Yosemite Park Ranger comes across the forest, seeing that it's covered in ice, smoke, burned-up trees, making him looked confuse by this scenario.)

Ranger: "Huh?"

(Fade to black.)

Episode concluded...