Ken, Gwen's brother, stops in a small town for engine repairs and disappears. Grandpa Max arrives first to find him, Ben and the others soon after. They learn more about the alien conspiracy, and a heavy price will be paid to stop it.
When Gwen's elder brother Ken disappears while in Santa Mira, California, both Grandpa Max and Ben's team converge to look for him. Ben's team finds another alien weather machine working to keep the area in a state of perpetual rain - the perfect condition to raise xenocites, alien parasites that take possession of humans. Surrounded by DNAliens and threatened by a HighBreed, Grandpa Max readies an extreme solution while Ben's Omnitrix reveals a heretofore unknown ability - it can talk.—statmanjeff