Ben, as Four Arms, thwarts an armored car robbery by a very tough female named Joey. During the fight, some of Vilgax's new and improved drones attack and Grandpa Max is injured. When Four Arms takes Grandpa Max to the hospital, Joey starts messing with the drones and is converted into a powerful alien cyborg named Rojo. With these enhancements, Vilgax is able to communicate with her and convince her to work for him. When she attacks Ben at the hospital, she is thwarted once again, but Ben is left thinking that it's too dangerous for him to be around others and runs away. During their final confrontation, it turns out to be the advice of Grandpa Max that helps Ben defeat her. As Upgrade, he is able to stop her, but not before receiving a disturbing message from Vilgax.
Elenco: Ashley Johnson , Charlie Schlatter , Dwight Schultz , Greg Cipes , Greg Ellis , Jeff Bennett , Jim Ward , John DiMaggio , Kevin Conroy , Kevin Michael Richardson , Michael Dorn , Peter Renaday , Richard Green , Rob Paulsen , Robin Atkin Downes , Tom Kane , Vicki Lewis , Yuri Lowenthal , Jennifer Hale , Kari Wahlgren , Khary Payton , Tara Strong , Claudia Schmidt , Meagan Smith , Paul Eiding , Ulf Söhmisch , Dee Bradley Baker , Fred Tatasciore , Richard McGonagle , Richard Steven Horvitz .