Ben Tennyson, his cousin Gwen and his Grandpa Max spend their evenings fighting aliens on the streets of Bellwood. During a battle against a robotic tank, Ben as Upgrade and Gwen argue about the best way to defeat it, leading to Gwen using her extraordinarily strong Pink (color)-colored Magic (paranormal) to cast a dismantling spell on the tank while Ben is attached to it. Unknown to the children, this leads to a strange malfunction in the Omnitrix.