|A Small Problem|
|Number in Series||11|
|Air Date||March 11, 2006|
|Next Episode||Side Effects|
|Previous Episode||Lucky Girl|
Ben and Gwen are at a water park, but when the lifegaurd says he is to short to ride the water slide, he decides to turn into Ripjaws to get revenge. After Gwen goes in to ride the slide, Ben accidentally turns into Grey Matter. Grey Matter then sneaks in and gets revenge by tieing the lifegaurds shoe laces together. A man named Howell Wayneright then sees Grey Matter, and attempts to capture him, so Grey Matter quickly finds Gwen on the slide and he races her to the bottom. Once they reach the water at the end, Grey Matter and Gwen talk about keeping his transformation a secret from Grandpa.
After Gwen walks out of the pool, Howell comes out from behind him and grabs him. Grey Matter then shouts for help so Howell puts Ben in a little container and runs off. Gwen quickly tells Max and they both start to run after Howell. Howell ends up being to fast and he drives away in his car leaving Gwen and Max worried. When Howell gets to his house, he appears to have everything voice activated as he turns off the security system and makes dinner just by saying it. Inside the Rust Bucket, Gwen and Grandpa Max are discussing why Ben hasn't changed back yet and how they can find him.
Back at Howells house, Wayneright is watching Grey Matter as he tries to escape. After asking Grey Matter some questions, Howell quickly takes a picture of him. Later, a Forever Knight named Enoch is seen talking to Howell through the internet. Howell is explaining that he captured an alien and would like a reward, so Enoch sends a group to his house to collect the alien. Grey Matter then gets an idea to get the cat to knock the bottle off the table breaking it and freeing himself. Grey Matter is then chased down the hallway by Waynerights mini robots that vacume up garbage. After Howell sees Grey Matter is missing, Ben is seen climbing up a cabinet to get away from the robots. Grey Matter then finds a phone and calls Gwen telling them only part of the address because he accidentally broke the phone.When Howell comes, Grey Matter quickly runs and opens a vent but Howell is faster and grabs him. Back in the Rust Bucket Gwen is looking at a map to give Grandpa directions on where Ben could be at. Meanwhile, Grey Matter is back in the vent, but howell turns on the fans which causes Grey Matter to fly out. Howell then chases Grey Matter with a broom until he escapes through the sink and ends up in the toilet instead. Max and Gwen are then seen looking into someones house hoping to find Ben but have no luck. Grey Matter then turns off the security cameras and tries to escape through the chimney, but Howell lights a match to smoke him out. Grey Matter then falls into Howells net and is put in a cage.
While driving, Gwen points out Howells car to Max as they drive closer. The Forever Knights then show up and meet with Howell. Grandpa Max and Gwen are then seen kicking down the door into Howeels house. However, it turns out to be someone elses house and they watch as the Forever Knights and Howell are taking Grey Matter away behind them. Max then finds Howells phone and tries to get an adress from it as Gwen is watching. At the castle, Howell tells Enoch that he wants to tell the world about his discovery, but he replys saying it has to be a secret. When scientists take Grey Matter away, Howell argues with Enoch saying that its his property. Howell then gets kicked out, and as he feels bad for Grey Matter he tries to break back in. Max and Gwen are then seen outside, and Max explains to her who the Forever Knights are. Max tries to hide his knowledge of everything by saying he only knows about them because he is old.When they get to the laboratory Grey Matter watches as they cut a wooden Grey Matter with different lazers on top of a table. Max and Gwen try to break in by climbing up a tree. When they land on the castle walls, a Forever Knight tries to attack them, but Max and Gwen are able to stop him. While Grey Matter is strapped to the table, Howell comes up from behind the Forever Knights and attacks them and then he sets Grey Matter free. When more Forever Knights attack Howell, Grey Matter is able to exit the room and run into Gwen and Max. Gwen then picks up Grey Matter and they try to run out the castle but get trapped inside another room. Inside the room, they find a bunch of alien tech so they decide to destroy it. However, when the Forever Knights show up to attack, Grey Matter quickly comes up with a plan. After Gwen and Max run out of the castle, Grey Matter hooks up the alien tech to make a fusion bomb that will blow up the room. The Forever Knights get out leaving Howell in the room with Grey Matter, except before Grey Matter can escape he turns back into Ben.
Howell questions where Ben came from, but he says he will tell Howell after he helps him out. Howell helps release Ben's hand and they then both run out of the castle. After the castle blows up, Howell asks where Grey Matter went, and then he said he was done with anything that had to do with aliens. Back in the Rust Bucket, Ben and Gwen talk about getting the Omnitrix fixed. Meanwhile, at the castle Enoch is in his car and is telling someone to find out everything they can about Ben, Gwen, and Max.
- Enoch and the Forever Knights are introduced.
- Max hints about his plumber knowledge.