Ben, Gwen and Grandpa Max arrive in Bismarck, North Dakota, for its annual celebration of bee pollination, bringing them face-to-face with Queen Bee and a bold new scheme, forcing Ben to conquer his new fear of bees.
After the Rustbucket breaks down, Ben, Gwen, and Grandpa Max find themselves killing time at the local town library but soon scramble to outmaneuver Hex as he searches for a hidden ancient artifact.
Team Tennyson enjoys the biggest convention in town, but when a gawky costume store employee finds a familiar-looking helmet in the back of the store and tries it on, Ben is faced with the return of an old foe in a new form: Forever Knight.
The Tennyson's come across the "Bottomless Pit", a naturally formed pit with no bottom. Ben fights his better judgment to jump in, until Kevin 11 shows up and starts to goad him into a contest to the bottom.