Gwen asks Kevin to take her to her school’s dance, forcing a clueless Kevin to seek advice from Ben. However, Ben has his own problems. Big Chill is overriding the Omnitrix, and taking over his body with each transformation, Worse, Big Chill starts eating every metal object in sight uncontrollably. When Ben transforms back, he has no memory of his time as Big Chill. Asking Julie to help, she decides to follow Big Chill on her motor scooter, making notes of what he does. Big Chill, however, does not wish to be followed, and loses her. When Gwen hears about this, she decides not to attend the dance (much to Kevin’s disappointment, has he studied dancing and fine dining extensively), and they, along with Julie, manage to track down Big Chill. The arrive seeing that Big Chill has constructed a large metal structure. Big Chill attacks them to defend it, and the teams manage to subdue the enraged alien. Kevin tries to destroy the structure, only to discover that Big Chill was building a nest for the eggs he had laid. The eggs hatch into infant Necrofriggians, and soon leave. Ben at last transforms back to his human state. Kevin teases Ben about being a “mother.” Julie takes Ben home on her scooter. And, having missed the dance, Gwen and Kevin dance to the music in Kevin’s car.