The episode begins with Ben taking a swim in a lake at night.

Gwen isn't as eager

to get dirty water all over her. Ben teases her but is suddenly pulled under when
she turns away. As Gwen checks back, a giant monster emerges from the lake and
scares her. She drops her flashlight, revealing it's actually just Ben pranking her as
Four Arms. As Gwen storms off, a tentacle of an actual monster pulls Four Arms
under the lake. Four Arms manages to escape and makes it back to the Rust Bucket
in a sweat, though Gwen and Max obviously don't believe him and tell him to cut
the act.

The next morning, the three head out to the pier for a fishing trip. Gwen then
decides to stay on the shore. Ben and Max meet the captain of the boat chartered
for the day: one Shaw, a gruff-looking man with an impatience about him. As they
ride into the lake, Ben keeps an eye out for the lake monster. Shaw overhears him
talking about it and pipes up. Not only has he seen it, but he explains that it's called
the Krakken and that he's been trying to hunt it for years; people think he's crazy,
but he's convinced it exists. He even offers to take Ben and Max to the spot of a
sighting. While Max is suspicious of Shaw's sanity, he sees Ben's excitement and
agrees. However, they are soon forced to stop the boat: the area in front of them
has been cordoned off. A boat pulls up next to them, and a man onboard introduces
himself as Jonah Melville, part of the marine biology group that closed off the area
for study. Shaw starts getting angry, but Max smugly orders him to turn back, as
he's the one who technically calls the shots. Just as they do, though, Shaw's sonar
starts picking up something. They spot the fin of a large animal heading toward the
docks -- where Gwen is.

The Krakken reveals its towering figure, smashing the docks and sending all the
people on it (Gwen included) into the water. Ben tries to save them by turning into
Ripjaws, but instead turns into XLR8. With no choice but to use what he has,
XLR8 tries swimming to them, gradually figuring out that he's fast enough to run
on the water. He snatches everyone out of the Krakken's path and gets them to
safety. Jonah orders his crew to get his boat moving; the Krakken spots it and gives
chase, trying to grab a specific crate on the boat marked "CANNERY". Jonah and
his crew try to hold it back, and XLR8 kicks the Krakken's grip loose. With time to
breathe, he asks them what was so valuable in the crate that they risked their lives
for; Jonah lies. The Krakken comes back one more time and manages to steal the
crate away. XLR8 times out before he can finish running back to Shaw's boat; Max
sees Ben and yells at Shaw to turn the boat around. Shaw, busy aiming a harpoon
at the Krakken, decides to let it go, grumbling about getting it next time.

Later that night, Ben reaffirms that he was right, and wants to help Shaw catch the
Krakken, but Max insists that he should leave it be. Shaw then passes by, insulted
by Jonah's organization shutting down the lake, and insisting it won’t stop him
from catching the beast. As Gwen and Max get ready for bed, Ben manages to slip
out and stow away on Shaw's boat, which Shaw only discovers once they've gone
far into the lake. They finally reach the spot of the sighting and Shaw dives down
to look for the Krakken, his harpoon gun as the weapon and himself as the bait. He
refuses that Ben comes down with him, but Ben finds a spare diving suit and
follows him down anyway, almost getting himself harpooned. At the bottom, the
two discover a nest of giant eggs and swim back up. As Shaw surfaces, he finds an
armed speedboat parked right next to his. Men in diving gear and masks pull him
up and interrogate him (Ben hides from them in the water). The leader asks what
Shaw saw down there, to which Shaw lies that he saw nothing. The leader knocks
him out and reveals himself to be Jonah. Jonah loads Shaw's body on his boat,
throws a tracker into this spot in the lake (knowing about the eggs and making sure
to come back to collect them), and blows up Shaw's boat.

The Omnitrix recharges, and Ben goes after Jonah as Stinkfly. He manages to
dodge Jonah shooting at him and disables his weapons with slime, but a well-
placed depth charge crashes Stinkfly in the water, rendering his wings useless.
Luckily, a log allows Stinkfly to stand up and dry his wings before Jonah runs him
down. The Krakken shows up, forcing Jonah to dump Shaw's body overboard and
escape. Stinkfly rescues Shaw from drowning and has a near miss flying him back
to the Rust Bucket. Inside, Ben explains the reasoning behind the Krakken attacks:
Jonah has been stealing her eggs. Gwen finds out on her laptop that the
environmental group was a lie, and Jonah is actually a poacher of rare animals that
crates them up (like the crate the Krakken managed to nab) and sells them to the
highest bidder. Ben wants to get the eggs back, but Shaw is only focused on
capturing the Krakken. He offers a ride in his spare boat, but the Tennysons hijack
it from him, taking it to Jonah's cannery hideout.

At the cannery, Jonah has already retrieved the eggs using a miniature sub and is
loading them into a large container. The trio arrives; Ben sends Gwen and Max
inside, while he stays to deal with the poachers. Ben transforms into Ripjaws and
confronts Jonah in his sub. The two receive an unexpected visit from the Krakken,
who showed up to get the eggs back. The three begin to fight over the eggs: Jonah
manages to fend off the Krakken but Ripjaws interferes and gets the eggs from
him. Meanwhile, Max and Gwen sneak around and take out some guarding
henchmen.

Jonah's minisub proves to be formidable, but Ripjaws gains the upper hand by
wielding an anchor and removing one of its limbs. He then takes the eggs back to
the Krakken's nest, appeasing it. Jonah attempts to steal the eggs again, but his sub
is torn in half by the Krakken. Jonah takes one last stab at the Krakken, but the
knife shatters on its skin. The Krakken is about to eat him, but Ripjaws comes
between them, saving Jonah and letting the calmed Krakken go back to her eggs.
Ripjaws knocks Jonah out and leaves him hanging on some wreckage for the
police (which were called before) to find.

As Jonah is arrested, an overjoyed Shaw comes riding up to Max in his rowboat,

claiming to have caught something. On closer inspection, it is Ripjaws in a fishing
net; Shaw thinks it's one of the Krakken’s offspring. Ripjaws reverts back to Ben
while Shaw's head is turned. Max points Ben out, bewildering Shaw. The episode
ends on the Krakken, happily cradling her eggs.