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Councilwoman Lang's tries to develop a downtown area in the city again, which disturbs a man named Clancy. As Upgrade, Ben tries to stop a villain. He finds an ice cream truck and gets in it, but gets trapped in there when getting an ice cream. Now he has a cold and what's worse is that the Omnitrix and his forms are weakened by the cold. When Clancy makes threats to the city by causing a meltdown at a power plant and captures Councilwoman Liang, Ben attempts to stop him while dealing with his cold's side effects.
The episode starts at an old, abandoned apartment building. A man named Bob is knocking the structure down with the wrecking ball, and expresses his feelings for his work. While Bob works, a bluish-skinned looking man in ragged clothes named Clancy steps out of one of the holes made by the ball. Insects swarm all over his body, and it seems that he doesn’t mind. He talks, and says that the bugs are a part of him. Joe, Bob’s boss, notices what Clancy said, and ordered Bob to stop his work. Clancy tells the workers to leave immediately. Bob replies with a chuckle to his statement, and tells Clancy that the building must be torn down by the order of Councilwoman Liang. Joe agrees with Bob, and tells Clancy that the place must come down, whether he rejects it or not. Clancy is infuriated and releases a swarm of wasps from his sleeves. The bugs chase down Bob and they lift him up to Clancy. Bob tells him to put him down, but Clancy replies with a threat if they continue what they are doing...Read the full recap