(Kevin has returned from the last two episodes and ambushed the gang while they were passing an open field with large wind turbines. Max and the girls are reeling from the impact while the Tennyson brothers were pushed back against the turbines by Kevin.)

Kevin: "The two of you are some sorry sights."

Diamondhead: "Look who's talking. You look in a mirror lately?"

Swampfire: "Listen, Kevin. I was having a nice day with the girls but you just had to ruin my moment. So here's the thing; I'm going to kick your ass so hard your mother is gonna take you to the dentist to get your teeth fixed."

Kevin: (laughs) "Like I care about what you're going to do to me. It's time I get some payback for the two of you turning me into a freak."

Diamondhead: "You were always a freak, Kevin. It's just now the ugly's also on the outside."

Kevin: "Diss me all you want. I'm still 10 times better than you! I got all your powers, plus my own! I'm "Kevin 11"!"

(Kevin fires several diamond shards at the brothers. But the shards went through Zack because Swampfire can get through anything and some shards break upon contact with Ben while Zack catches one and crushes it with his hand.)

Swampfire: "Too bad each one of those is only a tenth as powerful as Ben's."

Diamondhead: "Yeah. And your powers aren't even in the same league as Zack's."

(The brothers and Kevin then continue their fight, leading to the destruction of one of the wind turbines. As the battle escalated, the brothers charged at Kevin, ready to finish the battle. However, they were stopped in their tracks, mid-battle, by a red beam that transported them somewhere else.)

(Meanwhile, Max and the girls finally gets out of the RV and see's the boys are gone.)

Gwen: "Dweeb? Zack?"

(Cut to Zack finding himself in a large black room still as Swampfire. Before he could make some sense of what happened, the room suddenly light up as an announcer was heard.)

Announcer: "Presenting our newest challenger from Planet Earth!"

Swampfire: "Challenger?"

(Zack looked around to see an enormous crowd of aliens cheering. He was brought out of his thoughts when he is attacked by a large, four-armed, robot with blades at the end of each arm.)

Swampfire: "Well, ain't that something."

Ultimatrix: (Scanning the four-armed robot) "Scanning... Scanning... New alien DNA sample collected."

(The robot immediately begin to attack Zack, much to the enjoyment of the crowd.)

Swampfire: "Okay, so you're not a very talkative person, are you?" (Dodges the blades) "But I do like your blades. What's your agent?"

(The robot attempts to bisect Zack. But he jumps over the attack and embeds his fist into the chest plate of the bot. Using his superior strength, he tears the four-armed robot to pieces, brutally, much to the shock of the crowd.)

Swampfire: "Oops. Guess I went too far, huh?"

Ultimatrix: "DNA scanning complete. New alien form unlocked."

(The crowd suddenly cheers at their newest champion. Zack discarded the remains of the four-armed robot to the side as the wall of the arena he was in lowered to show Ben, back to normal, and Kevin. Seeing his brother now defenseless against the hulking alien mutant, Zack raced forward and hits Kevin with a strong elbow attack which send him against the wall, much to the crowd's enjoyment.)

Kevin: "What's the big idea bringing me here?"

Ben: "We didn't do this."

Kevin: "If you didn't, then who?"

(The three were then beamed once again to another room where robotic samurai-esc guards caged the three boys with shock tags which they proceeded to use it on the brothers and Kevin. They writhed on the ground for a moment while the guards left. Looking out a window, they realized they were on a ship in outer space.)

(At that moment, Zack's Ultimatrix timed out.)

Zack: "You okay, bro?"

Ben: "I'll be okay when we get out of here."

(The brothers and Kevin are then aware of the other aliens in the room. Being told that they are stuck on the ship, they are forced to fight for the crowd's amusement of the galaxy. Kevin blames the brothers for their misfortune, which led to Ben arguing with him while Zack tries to figure out how to get him and Ben outta here and head back to Earth.)

(An alarm goes off, signaling the coming of food, according to the prisoners. The brothers were disgusted to see the grotesque purple food and refuse to eat until they were told because of Teknorg's demands.)

Kevin: "Who's Teknorg?"

(On cue, another large hulking alien enters.)

(The brothers, not wanting to get killed, and prisoners, except Kevin, get on the ground and kneel before Teknorg. Teknorg goes down to check each tray that's been eaten until Kevin uses his tail to slam a tray of food into his face and blames it on Ben. Enraged, Teknorg, taking the bait, picks Ben up.)

Zack: "Hey! Put my brother down!" (Teknorg looks at Zack before throwing Ben across the table) (Angrily grits his teeth) "All right. That does it." (Activates his watch and transforms into Humorus) "You're going to have a bad time, pal."

(Zack marches toward Teknorg and the two stared at one another. Before they can engage, they were beamed away to another room, leaving Ben and Kevin behind and meeting their captor.)

Slicks: "I am Slicks Vigma. This is the Megacruiser. Everything on this ship belongs to me, including you."

Humorus: "Sorry, but I'm nobody's pet!"

(The shock tag activates. However, he doesn't feel anything which confused Slicks but continues to speak.)

Slix: "I speak. You listen. These eyes see everything on this ship, and these hands control everything on this ship. And I have decided that your - relationship - will make you an entertaining team in the arena!"

Humorus: (Turns to Teknorg, who glares at him) "Sorry, pal. I'm already taken."

Slix: "This will be amusing to watch. Now, off with the both of you. Your next match awaits."

(Zack then gets transported to the arena, along with his brother. And they are facing off against Kevin and Teknorg on the arena.)

Teknorg: "There's only room for one champion and that's me!"

Humorus: (Whispers to Ben as Four Arms) "You take Kevin. I'll take the annoying orange."

Four Arms: (nods) "Gotcha."

(The brothers then proceed to charge to their respective opponents. As Four Arms and Kevin battles, Zack surprises Teknorg with his speed before hitting him with a Laser Attack, sending Teknorg across the arena. Zack begins a brutal beatdown on Teknorg. Zack is overpowering Teknorg at every turn which ends with Teknorg being unconscious, much to the enjoyment and amusing of the crowd.)

Slix: "Yes! Now finish him!"

(Zack picks Teknorg up by the throat and raises his fist, readying the final blow. Ben notices this.)

Four Arms: "Zack! Don't!" (Gets punched by Kevin)

Kevin: "Pay attention, you dweeb!"

(Meanwhile, Zack is starting to make his very big decision of his damn life. He begin to think about how much good he has done for Earth and his loved ones. Saving the world with his brother as aliens, protecting the people and the girls he's dating counting on him to be a good hero. That's when Zack makes the right call.)

Humorus: "I won't kill him!" (Releases Teknorg, much to the disappointment of the crowd)

Slix: "Disappointing."

(Suddenly, the familiar of Ben's Omnitrix timing out fills Zack's ears. He turns around to see an untransformed Ben is at the mercy of Kevin and goes to rescue him by sending Kevin against the wall with his powerful elbow attack.)

Humorus: (Turns to Ben; helping him up) "You okay, bro?"

Ben: "Yeah. Thanks."

Afterwards...

(The brothers are taken from the arena after Slix declared that everyone prepare for the Galactic Hyperjump. On their way to the cafeteria, the prisoners bow to Zack and Ben, except for Kevin of course. However, they come across Teknorg. Ben immediately pulls Zack behind him.)

Teknorg: "Please. I mean no harm."

Ben: "Why don't I believe you?"

Teknorg: "Your brother spared my life. Now my life belongs to you. If you wish to take it for what I did to your kin, I understand." (Bows down and awaits Ben's decision)

(Ben turns to Zack, wondering what to do. Zack then place a hand on Ben's shoulder and nods at him before facing Teknorg.)

Zack: "At ease, Teknorg. I believe you. No one needs to die today." (Teknorg gets up back on his feet) "Me and my brother don't belong here, and I've been trying to figure out how we get out of here and head for home."

Teknorg: "I will do everything in my power to atone for the sins I have committed against you."

Ben: (Smirk) "In that case, I have an idea of how we can get off this ship."

Zack: "What do you have in mind, bro?"

(Lead by the brothers, the prisoners are able to short out the shock tags, overpower the guards, takedown Slix and escape the ship. Meanwhile, the brothers had a tough time against Kevin but thanks to Teknorg making a noble sacrifice so he can get revenge on Kevin, the two brothers were able to escape back to Earth.)

(As they get off the escape pod, Max and the girls rush toward the two and instantly are aware of the brothers' state.)

Max: "Geez. What happened to you two?"

Ben: "Got into a fight. What else is new?"

(Over to Gwen, she happily run towards Zack and hugs him tightly, making Zack groaned.)

Gwen: "Oops. Sorry. Are you gonna be okay?"

Zack: (nods) "Yeah. Thanks, Gwen."

(Gwen smiles as she and Zack shared a kiss on the lips for 2 minutes before they break it up, letting Kelly and Cass have turns to kiss Zack on the lips as well, which disgusted Ben.)

Episode cleared.