After escaping the clutches of Dr ZIon and his henchmen Zimmer. Ben and his friends arrive at a small planet orbited by a jungle moon, inhabited by a race of technological advanced amphibians, Specialising in deep water research. After entering the moon atmosphere two tadpole shapes space crafts known as Tad Drones, approach the school bus demanding they land and state there business before guiding the bus to a lily pad shaped landing bay hovering above a large clear lake surrounded by towering jungle trees.
After landing Ben and his friends are approached by Professor Crob, the planets leader. After discussing there situation he guides the group to a small sub descending into the depths of the moons great lake, before arriving at the great city of fly. Consisting of large domes with great green generates, located in the centre of each gel like sphere, huddled together at the bottom of the lake. Soon after arriving, the city becomes under attack by one of Dr Zion’s great inventions known as the Kraken, a large robotic squid, that fires a laser and forms into a large drill when its tentacles form together. Theodore and Ben work together with the help of there friends and the people of fly, to resolve the situation by creating an invention known as the soundtorch, that emits the mating call of the great Gwen. A large serpent beast, that the people of Fly fear the most. Using its shear power to defeat the Kraken, saving the people of Fly and retrieving a peace of the Quantum Transporter needed to get them home.
The school bus once again comes into contact with Dr Zion ship, which chases the bus into an asteroid belt, located near the galaxies largest neon sun. An anomaly that is mined for fuel, powering many of the galaxies ships and cites. After escaping Zion, Ben and his friends hide out in an old abandoned mining station, which later they discover is not as abandoned as they where led to be leave.
After splitting into two groups to explore the station, Carl comes across a large holding tank that has been ripped apart from the inside out, Finding the remains of a large beast laying in the corner of the room. After approaching anxiously, Carl cuts his arm on the tooth of the beast infecting him with a rage virus that sends him historical before vanishing into the depths of the station. Theodore and Ellie must now work together to find a cure. Before Carl hurts himself or the people around him, however its not long before Zion locates the mining station sending Zimmer to find and capture the unwary group.
After arriving at the planet Ostion, a desert planet located in the Jager system. Ben and his friends come across the ancient city of Varkan, said to hold an ancient technology holding the scientific knowledge of an advanced civilisation. Although ancient, Varkan is still a thriving city populated by a race of highly advanced robots, created by the ancient race that once populated the planet.
On arrival, the school bus lands in the city’s largest trading port where Ben and his friends are introduced to Limerick a class 5 sales bot, offering to sell them a map, that will lead them to the ancient knowledge hidden deep beneath the city. However Theodore explains the danger and how such knowledge should not be in the hands of one individual before continuing to explore the city. However curiosity gets the better of Sam, whom after purchasing the map brakes away from the group in search of the ancient hidden knowledge. Unaware that lurking in the shadows Zion and Zimmer are following his every move, leading them to the knowledge they seek.
After a number of event Sam locates the ancient tome holding what the robots call the Nexus the brain of the planet. Which at this point Sam is confronted by Zimmer knocking him to the floor and ripping the Nexus from its power source before Zion activates another of his inventions the Armadillo. A powerful armoured tank which rips its way through the city destroying everything in its path. Ben and Theodore Now must work together with the help of the people of Varkan creating a device allowing the robots of the planet to morph together creating a powerful fighting robot which must fight and destroy the Armadillo saving the city and providing Theodore with another peace of the Quantum Transporter.