Fourarms reluctantly fights a female thief named Rojo and her gang, but Vilgax sends more attack drones at the same time. While Ben shifts his attention to the drones, Rojo attacks Max, severely injuring him. Ben destroys the robots and knocks Rojo out, leaving them all at the scene in order to get Max to a hospital. While he is away, the drones fuse with Rojo, transforming her into a semi-robotic being. Vilgax makes telepathic contact with Rojo through the drones and commands her to steal the Omnitrix. At the hospital, Ben realizes that his watch makes him a constant target and puts Gwen and Max in danger by association; worried for their safety, Ben runs away. He later encounters Rojo and fights her as XLR8, which proves futile.
With advice from Max via cell phone, Ben defeats Rojo as Upgrade by merging with and shorting out her robotic parts. In the process, Vilgax makes telepathic contact with Upgrade through the drones and threatens him, claiming that he will obtain the Omnitrix some day. Ben returns to Max and Gwen upon the realization that he needs them. Max tells Ben not to worry about what Vilgax said; however, Max expresses a look of anxiousness while Ben is out of sight.
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