While Grandpa Max is off touring Oldeville, Ben and Gwen must fight the nefarious Billy Billions to reclaim the Rustbucket before Max finishes his tour.
Tropes in this episode:
- Abusive Parents: Billy's parents have no love for their son, berating him for not defeating his nemesis and wrecking their family helicopter.
- Judgment of Solomon: Max ends up splitting the trading card that Ben and Billy were after in two, which doesn't satisfy either of them.
- Running Gag: The same old woman appearing at random intervals.
