When Ben is prevented from riding an attraction at a water park because he isn't tall enough, he decides to go alien to get even with the ride's attendant. Unfortunately the unpredictability of the prototype watch causes him to become stuck as Grey Matter instead. To make the situation worse, Grey Matter is then kidnapped by a sci-fi geek named Howell, who intends to "unveil" his new discovery to a group of mysterious masked illuminata types at a dark strange mansion.