The film opens as Ben, Gwen, and Kevin are negotiating with a group of black market dealers at a mill, who are attempting to sell them alien nanochips, which are causing interference with the Omnitrix. One of them reveals herself to be Elena, a childhood friend of Ben and Gwen and a fellow Plumber’s kid. Elena explains that she had set up the negotiations to lure Ben out into the open, and explains that her father has been abducted and that she needs their help to find him.
Just as Ben agrees to help her, the insect like chips suddenly spring to life and attack, while the group sees that they are being controlled by a man on a catwalk. Kevin sees it as a double cross, though Elena insists that she is not responsible. While the dealers escape, Ben gets far enough from the chips to allow him to transform into Big Chill and fight off the swarm of flying chips along with Gwen and Kevin until the man in the rafters escapes. Elena escapes in the confusion, further justifying Kevin’s suspicions. Though Gwen quickly sides with Kevin, Ben is not as easily convinced.