Ben and Gwen want something from the vending machine. When Ben's snack doesn't come out of it, he plans to retrieve it as Grey Matter. The plan was that Ben turns into Grey Matter and retrieve his snack. Gwen finds a sock full of money. In the process, however, the watch times out while Ben was still inside. When Gwen comes out she finds Ben stuck in the vending machine. She finds it silly but Ben is really mad about this. Ben's snack bar falls out and Gwen takes it angering Ben even more. Then Gwen gets into the Rust Bucket leaving Ben in the machine.