With the Villain's, they were in the Plumber Base, trying to find the brain.
"This is taking too long." said Plankton.
Joker stepped on Plankton.
"Don't be so one eyed about it." said Joker.
A drum solo was heard.
"One zombat would have only grown you to an extra inch tall." said Vrak.
"Can we find that brain already? I'm hungry for a pamango fruit." said the chest head parrot.
"I agree." The top Head said, "Plus I want to see that Godzilla movie."
"Quiet." said Quackerjack.
The group reached the monitoring room.
"We could use this room to find that brain." said Quackerjack.
"Agreed." Plankton said.
Back outside; the Plumbers were still trying to stop King Sphinx when Patelliday got a hunch.
"I have the strange feeling that this is only a distraction." said Patelliday, "Wait. All the Plumber's are dealing with this, aren't they?"
Rook appeared next to Patelliday.
"Everyone but Ben and Spongebob. I have no clue where they are at." said Rook.
Max looked at Rook.
"Last me and Patelliday saw those two, they disappeared because of a-"Max said before he realized something, "Rook, head back into HQ. That brain those two managed to save is in danger."
Rook nodded.
"Right." Rook said and ran off.
Max is mad as he saw King Sphinx.
"How am I going to do this?" Max asked.
Just then a voice is heard.
"Excuse me." A voice asked.
Max turned and saw the Gromble.
"I seem to have lost some of my students and they're good friends of your grandson." Said Gromble.
Max screamed and aimed his blaster at Gromble.
"Get back." Said Max.
"Easy. Anyone who's a friend or relative of Ben Tennyson is a friend of mine." Said Gromble.
Max then remembered what Ben told him.
"Wait, you're the Gromble." Max said.
"Yes. And I have been searching for my three best students." He said, "SO WHERE ARE THEY!"
"I wish I knew." Said Max, "Wait, Spongebob did say something about a brain he managed to acquire possibly being able to send him, Ben, and your students to Antarctica."
Gromble became shocked.
"ANTARCTICA? That place it out of sewer range." Said Gromble.
With Rook; he was making his way to the storage part of HQ.
"I gotta get there." Rook said, "Maybe I should have called Spider Man to help."
Suddenly, a slinky wrapped around Rook.
"What the?" said Rook.
Quackerjack appeared on springs.
"IT'S PLAYTIME!" yelled Quackerjack.
Rook is mad.
"Quackerjack." Said Rook.
Vrak and Two Headed Parrot appeared as well.
"With backup." Said Vrak.
"So you are using King Sphinx's attack to distract the Plumbers so that you can get your hands on that very powerful brain." Said Rook.
"Yes. Yes I did." The evil duck said.
"Once in our possession, the entire universe shall be ours." Said Vrak.
"That is never going to happen." Said Rook.
He put his Proto Tool in sword mode and cut the slinky.
The villains are shocked.
Quackerjack pulled out some type of toy crystal sword, but it turned out to be real.
"IT'S PLAYTIME!" yelled Quackerjack.
Soon they all charges at each other.
Meanwhile with Ben's group.
Spongebob grabbed the totaled ship's controls.
"Obviously it'll take more than some super glue to fix this." Said Spongebob.
Grey Matter sighed.
"Man I hope everyone is doing fine." Grey Matter said and took a picture of him and Kai out, "She must be doing good."
He put the photo away.
Grey Matter reattached the last wire and everything turned back on.
"Plumber' base fully operational once again." Said Grey Matter.
He jumped out of the wire bay.
"Command Code 1010 Tennyson Benjamin Disengage Life-Form Lock." Said Grey Matter.
He managed to hit the omnitrix, turning him back to Ben.
"I've got to get to the hanger." Said Ben.
He ran off.
With Spongebob, Ickis, Krumm, and Oblina; they noticed that the lights were coming back on.
"The systems are back on." Said Oblina.
"Good, we've got to get a message to HQ." said Spongebob, "Stay in the hanger till Ben gets here."
He ran off into the computer room.
He turned on the computer.
"Plumber Headquarters in Bellwood." Said Spongebob.
The screen showed the monitoring room in Plumber HQ and Joker was shown.
"What's the problem Squarepants, frozen in Antarctica?" said Joker.
He did his signature laugh.
Spongebob became mad.
"Joker." Said Spongebob.
"The brain's practically already ours. So go back into the ocean." Said Joker.
Joker laughed before Spongebob turned off the computer.
Spongebob pulled out his communicating device.
"Ben, the ship needs to be repaired fast. The League is already in possession of the brain." Said Spongebob.
"I hear ya Sponge Boy." Ben said.
Ickis starts to panic and running around crazy.
"What can we do? The brain is already in possession of some very great evil." Said Ickis.
Oblina slapped Ickis.
"Pull yourself together." Said Oblina.
"Who are you kidding Oblina? We're done for either way." Said Krumm.
Ben managed to appear.
"I'm here and ready to jury rig a ship." Said Ben.
He activated his omnitrix, slammed down on it and became Jury Rigg.
"Fix, Fix, Fix, Fix." Jury Rigg said as he repaired the totaled ship.
Spongebob entered the hanger and saw the repaired ship.
The omnitrix started beeping before it reverted Jury Rigg back to Ben.
"The ship is repaired." Said Ben.
"Finally. Now we've got to get back to Bellwood." Said Spongebob.
The five entered the ship and Spongebob managed to get it to fly.