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00:00:07,641 --> 00:00:10,576
[ Beeping ]
[ Electricity crackling ]
2
00:00:32,098 --> 00:00:34,033
>> Gwen: I hear normal kids
3
00:00:34,035 --> 00:00:35,567
normally spend their normal
4
00:00:35,569 --> 00:00:37,836
summer vacations at the beach or
5
00:00:37,838 --> 00:00:39,204
the mall -- oho!
6
00:00:39,206 --> 00:00:40,072
That's right.
7
00:00:40,074 --> 00:00:41,507
We were supposed to go to the
8
00:00:41,509 --> 00:00:42,608
mall today.
9
00:00:42,610 --> 00:00:43,742
>> Max: Sorry, honey.
10
00:00:43,744 --> 00:00:45,811
Got a little sidetracked.
11
00:00:50,383 --> 00:00:52,785
[ Machinery whirring ]
12
00:00:52,787 --> 00:00:55,554
>> This nuclear reactor is the
13
00:00:55,556 --> 00:00:58,957
perfect way to detonate my DNA
14
00:00:58,959 --> 00:01:01,960
bomb into the atmosphere and
15
00:01:01,962 --> 00:01:04,630
de-evolutionize the world!
16
00:01:04,632 --> 00:01:06,799
[ Door crashes open ]
17
00:01:06,801 --> 00:01:15,307
>> Gwen: Took him long enough.
>> Heatblast: Okay, animo,
science class is canceled.
18
00:01:15,309 --> 00:01:19,711
>> Fool!
In less than a minute, the world
will get a lesson it will never
19
00:01:19,713 --> 00:01:27,820
forget!
In the meantime, meet my latest
creation.
20
00:01:27,822 --> 00:01:31,957
>> Heatblast: Bring it on!
I'll barbecue that bug.
21
00:01:36,329 --> 00:01:43,135
Oh, yeah.
Being a hero rocks!
>> [ Screeching ]
22
00:01:57,851 --> 00:02:06,492
>> Gwen: Hey! Hothead, DNA bomb
ticking down over here,
remember?
23
00:02:06,494 --> 00:02:11,029
Aah!
Oh!
24
00:02:19,372 --> 00:02:25,711
>> Even you can't generate
enough heat to melt that casing!
>> Heatblast: If I can't shut it
25
00:02:25,713 --> 00:02:33,952
down, I'll just have to turn it
up.
>> Gwen: Ben, you don't know
26
00:02:33,954 --> 00:02:37,656
what that's going to do.
>> Heatblast: Can't be any worse
than what's going to happen if I
27
00:02:37,658 --> 00:02:46,899
don't.
>> No!
You're overloading the system!
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00:02:46,901 --> 00:02:49,101
>> Heatblast: That's the idea.
29
00:02:59,913 --> 00:03:01,947
[ Alarm blaring ]
30
00:03:10,089 --> 00:03:14,626
[ Electricity crackling ]
>> Max: [ Grunts ]
31
00:03:20,099 --> 00:03:28,941
>> You may have ruined my plan
today, Tennyson, but there's
always tomorrow!
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00:03:28,943 --> 00:03:34,446
>> Max: Ben, are you okay?
>> Ben: Yeah. Good thing I was
heatblast, 'cause that DNA wave
33
00:03:34,448 --> 00:03:38,016
would have scrambled me.
[ Beeps ]
>> Gwen: What's up with the
34
00:03:38,018 --> 00:03:41,753
watch?
>> Ben: I don't know.
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00:03:56,302 --> 00:04:00,372
[ Beeping ]
All right!
I got the green early.
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00:04:00,374 --> 00:04:04,276
>> Max: Hold off, now, Ben.
Who knows what's going on?
>> Ben: But animo is getting
37
00:04:04,278 --> 00:04:06,545
away.
I can't catch him if I don't go
hero.
38
00:04:06,547 --> 00:04:16,555
Stinkfly cleared for takeoff.
>> Wildmutt: [ Growls ]
>> Grey matter: Sometimes I
39
00:04:16,557 --> 00:04:22,261
think this thing just plain
hates me.
>> Gwen: How are you planning on
40
00:04:22,263 --> 00:04:25,530
catching up to animo now,
short stuff?
41
00:04:28,968 --> 00:04:36,074
>> Someday, my pet, that
snot-nosed hero will get his!
>> Grey matter: In the meantime,
42
00:04:36,076 --> 00:04:38,043
here's yours.
43
00:04:43,349 --> 00:04:45,350
>> [ Grunting ]
44
00:04:52,191 --> 00:05:00,198
Time...To cut this little pygmy
punk down to size!
>> Grey matter: Whoa!
45
00:05:00,200 --> 00:05:05,737
Whoa-oh!
>> Aah!
46
00:05:09,175 --> 00:05:15,047
[ Grunting ]
>> Grey matter: Ohh, that's
gonna leave a mark.
47
00:05:15,049 --> 00:05:23,789
>> Ben: [ Grunting ]
Aah!
Huh?
48
00:05:23,791 --> 00:05:27,125
>> Max: You're really getting
good at some of those spells in
that book.
49
00:05:27,127 --> 00:05:32,331
>> Gwen: Practice makes perfect.
>> Ben: That was awesome.
What's next?
50
00:05:32,333 --> 00:05:35,634
>> Gwen: Now we get to do
something I want to do for a
change.
51
00:05:35,636 --> 00:05:37,903
>> Ben: What? Aw, man!
52
00:05:44,010 --> 00:05:47,879
Take that! Hyah!
And that! Hyah!
And that!
53
00:05:47,881 --> 00:05:49,881
[ Grunting ]
54
00:05:56,356 --> 00:06:03,862
You're going down.
Sumo slammers death blow!
Aah!
55
00:06:03,864 --> 00:06:08,800
>> This is a store, not a boxing
ring.
56
00:06:13,406 --> 00:06:17,676
>> Gwen: How do you think these
will make me look?
>> Ben: Like a total -- mnh!
57
00:06:17,678 --> 00:06:20,912
>> Max: You'd look lovely in all
of them.
>> Gwen: But I don't know which
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00:06:20,914 --> 00:06:28,520
one to pick.
>> Max: So get them all.
>> Gwen: Thanks, grandpa.
59
00:06:28,522 --> 00:06:31,790
Pbht!
>> Ben: Bleh!
[ Coughs ]
60
00:06:31,792 --> 00:06:35,627
>> Max: Let's not ruin Gwen's
day, huh?
>> Ben: What about ruiningmy
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00:06:35,629 --> 00:06:39,431
day?
I'm the one stuck in some dumb
clothing store duringmysummer
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00:06:39,433 --> 00:06:43,568
vacation.
>> Max: Now, Ben, Gwen needs a
break from the whole "battling
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00:06:43,570 --> 00:06:47,973
bad guys and aliens" thing --
that's all.
She just wants to feel normal
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00:06:47,975 --> 00:06:51,476
again.
>> Ben: Trust me -- there's
nothing normal about Gwen.
65
00:06:51,478 --> 00:06:54,646
[ Door opens ]
Huh?
>> Gwen: This is so fun!
66
00:06:54,648 --> 00:06:58,316
[ Gasps ]
Hey, can we go shoe shopping
after this?
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00:06:58,318 --> 00:07:07,826
[ Beeping ]
[ Electricity crackles ]
>> Ben: Yaaah!
68
00:07:07,828 --> 00:07:14,633
>> Gwen: Ben!
>> Ben: It wasn't my fault --
the watch just wigged out.
69
00:07:14,635 --> 00:07:21,306
[ Chuckles ]
And not my size.
>> Gwen: Banned from an entire
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00:07:21,308 --> 00:07:25,343
mall?!
I've never been so humiliated in
all my life!
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00:07:25,345 --> 00:07:29,448
>> Ben: That's not true.
You've been humiliated plenty of
times worse than that.
72
00:07:29,450 --> 00:07:34,920
>> Gwen: Yeah, and all by you!
>> Ben: That's all I'm saying.
>> Max: Okay, you two.
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00:07:34,922 --> 00:07:38,990
We'll all feel better after a
good night's sleep.
>> Gwen: Only if I wake up with
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00:07:38,992 --> 00:07:42,294
a new cousin.
>> Ben: Pbht!
75
00:07:46,532 --> 00:07:53,371
[ Thumps ]
Oh, morning already?
Oh, somebody turn off the sun.
76
00:07:53,373 --> 00:07:59,211
>> Max: Oh, it's 3:30.
The sun doesn't come up for
another two hours.
77
00:07:59,213 --> 00:08:01,213
[ Machinery whirring ]
78
00:08:08,387 --> 00:08:10,388
[ Whirring continues ]
79
00:08:15,461 --> 00:08:21,366
[ Whirring stops ]
>> Ben: I don't know who that
is, but he's gonna think twice
80
00:08:21,368 --> 00:08:26,404
before he changes my wake-up
call.
Going hero.
81
00:08:26,406 --> 00:08:34,980
Whoa! A diamondhead crystal?
[ Beeps ]
Tetrax!
82
00:08:34,982 --> 00:08:40,719
>> Good to see you again, Ben.
>> Ben: [ Chuckling ] Yeah.
It's good to see you, too.
83
00:08:40,721 --> 00:08:43,989
>> Gwen: We haven't seen you
since we took down sixsix
together.
84
00:08:43,991 --> 00:08:49,594
How have you been?
>> I've been a little busy, but
i came as soon as I heard.
85
00:08:49,596 --> 00:08:54,666
>> Ben: Yeah, about munching
that x-321 you gave me -- see, i
was going after animo, and I
86
00:08:54,668 --> 00:08:58,203
zigged instead of zagged, and,
well...
>> I'm not here about that
87
00:08:58,205 --> 00:09:02,007
board, Ben.
>> Ben: Really?
Then why are you here?
88
00:09:02,009 --> 00:09:06,344
>> I picked up the sdm signal
from the omnitrix.
>> Ben: This? It's just the
89
00:09:06,346 --> 00:09:12,617
watch acting wacko again -- no
biggie.
>> Max: Sdm? Self-destruct mode?
90
00:09:12,619 --> 00:09:16,121
>> The omnitrix broadcasts a
signal when it begins its
countdown.
91
00:09:16,123 --> 00:09:20,125
>> Ben: The watch is gonna
destroy itself?
>> Along with whoever is wearing
92
00:09:20,127 --> 00:09:23,395
it at the time.
>> Ben: Oh, man.
93
00:09:26,766 --> 00:09:32,771
>> So, you have no idea what
triggered the omnitrix
self-destruct mode?
94
00:09:32,773 --> 00:09:36,408
>> Gwen: Ben, you don't know
what that's going to do.
95
00:09:40,746 --> 00:09:46,451
[ Electricity crackling ]
>> Ben: It's a mystery.
>> Gwen: Really?
96
00:09:46,453 --> 00:09:52,390
Think hard, Ben.
You don't rememberanythingthat
may have caused this to happen?
97
00:09:52,392 --> 00:09:56,962
>> Ben: Well, it doesn't really
matter, does it, Gwen, since
tetrax is here to take care of
98
00:09:56,964 --> 00:10:00,231
it.
>> I haven't a clue how to
deactivate the omnitrix.
99
00:10:00,233 --> 00:10:03,902
Only azmuth would know how to do
that.
>> Ben: Who's azmuth?
100
00:10:03,904 --> 00:10:08,740
>> The rumored creator of the
omnitrix.
Details on him are sketchy at
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00:10:08,742 --> 00:10:12,077
best.
No one is even quite sure which
planet he lives on.
102
00:10:12,079 --> 00:10:15,981
>> Gwen: So, how are you going
to find him?
>> On my ship, I have the
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00:10:15,983 --> 00:10:20,118
equipment we need to examine the
omnitrix for azmuth's DNA
signature.
104
00:10:20,120 --> 00:10:24,990
It's like an autograph on his
work.
Once we have that, we can scan
105
00:10:24,992 --> 00:10:30,629
the galaxy until we locate him.
>> Max: How long until the watch
self-destructs?
106
00:10:30,631 --> 00:10:35,700
>> Judging from the pattern's
repetition, I'd say less than
four earth days.
107
00:10:35,702 --> 00:10:40,005
We'd better get going.
There's no telling who else has
picked up on the signal.
108
00:10:40,007 --> 00:10:46,945
>> Max: Road trip, space style!
>> Sorry, Max.
We can't run the risk of some
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00:10:46,947 --> 00:10:51,449
alien somewhere recognizing you.
>> Max: I understand.
I guess you're gonna get that
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00:10:51,451 --> 00:10:55,954
break from your cousin after
all.
>> Ben: Translation -- no dweebs
111
00:10:55,956 --> 00:11:00,392
allowed in space.
>> Max: Ben, I'm concerned
you're not taking this
112
00:11:00,394 --> 00:11:04,629
seriously.
>> Ben: I know, I know.
It's always serious, grandpa,
113
00:11:04,631 --> 00:11:08,833
and I always win.
>> Gwen: With some help, thank
you very much.
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00:11:08,835 --> 00:11:14,472
>> Ben: I'll be okay, okay?
We'll find the creator, he'll
fix the watch, and I'll be back
115
00:11:14,474 --> 00:11:19,811
before you know it.
>> Gwen: Try not to mess things
up, okay?
116
00:11:19,813 --> 00:11:23,915
>> Ben: Since when do I ever
mess things up?
>> Gwen: Do you want your list
117
00:11:23,917 --> 00:11:27,719
in chronological or alphabetical
order?
>> Max: Take good care of my
118
00:11:27,721 --> 00:11:29,721
grandson.
119
00:11:34,660 --> 00:11:39,364
>> Ben: Cool.
>> Yes, it is...Cool, isn't it?
120
00:11:58,718 --> 00:12:04,255
>> Ben: Whoa, what's this?
>> This is my training room.
Have to stay in shape between
121
00:12:04,257 --> 00:12:09,094
missions.
That's the hover simulator.
It can re-create over 1,000
122
00:12:09,096 --> 00:12:12,897
different courses.
You're welcome to use it any
time.
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00:12:12,899 --> 00:12:18,303
>> Ben: Yeah! Yes!
Whoo-hoo! Yeah!
[ Gasps ]
124
00:12:18,305 --> 00:12:22,407
Whoa.
Awesome!
Check it out!
125
00:12:22,409 --> 00:12:28,079
[ Laughs ]
Looks like a big video game.
Aah!
126
00:12:28,081 --> 00:12:33,251
Living snot!
>> That's my pilot, gluto.
>> Ben: Hey.
127
00:12:33,253 --> 00:12:37,388
>> [ Murmurs indistinctly ]
>> Ben: Yeah, nice to meet you,
too.
128
00:12:37,390 --> 00:12:43,928
>> I assume you're familiar with
space-travel protocol?
>> Ben: Oh, sure.
129
00:13:00,346 --> 00:13:02,614
>> [ Murmuring ]
130
00:13:10,823 --> 00:13:20,932
>> Ben: So this is what a
pancake feels like!
A-a-a-a-a-a-ah!
131
00:13:20,934 --> 00:13:29,140
Ah, hey!
Yeah! Whoo-hoo!
[ Laughing ]
132
00:13:29,142 --> 00:13:34,045
>> Initiating artificial
gravity.
>> Ben: [ Gulps ]
133
00:13:34,047 --> 00:13:38,316
Ugh!
Space travel looks so much
easier in the movies.
134
00:13:38,318 --> 00:13:43,822
>> I don't mean to interrupt
your naptime, but we really
should examine the watch.
135
00:13:50,062 --> 00:13:57,335
>> Your ship will be useful in
my quest for the omnitrix, and
when I recover it, I will exact
136
00:13:57,337 --> 00:14:04,576
my revenge on the earth-boy who
imprisoned me in that cursed
null void dimension.
137
00:14:09,415 --> 00:14:13,518
>> Master, we have intercepted a
signal.
It appears to be from the
138
00:14:13,520 --> 00:14:22,327
omnitrix.
>> The omnitrix in space?
What is Tennyson up to?
139
00:14:22,329 --> 00:14:26,497
>> Ready?
>> Ben: Would "no" be an option?
>> don't worry.
140
00:14:26,499 --> 00:14:30,535
I've had many of these tests
performed on myself.
Never felt a thing.
141
00:14:30,537 --> 00:14:36,107
>> Ben: But don't you have,
like, diamond-hard skin?
>> Ah.
142
00:14:36,109 --> 00:14:38,443
Good point. Let's get started.
143
00:15:19,084 --> 00:15:22,921
Can't find azmuth's DNA
signature anywhere.
Do you have any ideas where it
144
00:15:22,923 --> 00:15:26,758
could be?
>> Ben: When my dad got my mom a
watch for their anniversary, he
145
00:15:26,760 --> 00:15:31,829
had them engrave some writing on
the back of it.
>> Of course.
146
00:15:41,006 --> 00:15:48,646
Found it.
Now we can scan for the being
with that DNA composition.
147
00:15:48,648 --> 00:15:54,619
That can't be right.
According to this, azmuth is on
incarcicon, the prison planet.
148
00:15:54,621 --> 00:15:59,290
>> Ben: The creator of the
omnitrix is in some space
slammer?
149
00:15:59,292 --> 00:16:04,295
Why?
>> Unknown, but it's home to the
scummiest of the scum of the
150
00:16:04,297 --> 00:16:09,600
universe.
Lay a course to incarcicon.
>> [ Murmuring ]
151
00:16:09,602 --> 00:16:16,607
[ Gasps ]
>> Security breach, lower level.
We have an intruder.
152
00:16:16,609 --> 00:16:22,680
We have to assume the worst.
If we split up, we can cover
more ground.
153
00:16:22,682 --> 00:16:25,516
>> Ben: Especially xlr8.
154
00:16:28,620 --> 00:16:32,490
>> Wildmutt: [ Growls ]
>> Good thinking.
The vulpin's keen senses should
155
00:16:32,492 --> 00:16:39,397
be able to sniff out the
intruder.
>> Wildmutt [ Snarling ]
156
00:16:39,399 --> 00:16:41,399
[ Sniffing ]
157
00:16:47,006 --> 00:16:56,014
[ Rustling ]
[ Snarling ]
[ Growling ]
158
00:17:02,321 --> 00:17:10,194
[ Crash ]
>> Gwen: Hey! Paws off, fido!
Save the mad dog routine, will
159
00:17:10,196 --> 00:17:14,565
ya?
It's not like Iwantto be here,
but I figured you could use some
160
00:17:14,567 --> 00:17:17,568
backup.
>> Wildmutt: [ Growls ]
161
00:17:19,238 --> 00:17:21,539
[ Alarm blaring ]
162
00:17:30,616 --> 00:17:45,730
[ Alarm blaring ]
>> Gwen: I can't hold on!
A-a-a-a-h!
163
00:17:45,732 --> 00:17:57,308
Ugh!
[ Nails screeching ]
[ Both grunt ]
164
00:17:57,310 --> 00:18:03,314
>> Gwen: [ Sighs ]
>> What happened?
>> Ben: Door must be defective.
165
00:18:03,316 --> 00:18:08,719
It just flew open.
>> Gwen, you're the intruder?
>> Gwen: Sorry.
166
00:18:08,721 --> 00:18:14,092
I just figured since Ben can't
find his toothbrush when it's
stuck in his mouth, he could use
167
00:18:14,094 --> 00:18:18,296
some help finding the creator.
>> Ben: Hey!
>> Gwen: I'm just kidding.
168
00:18:18,298 --> 00:18:22,767
Ben never brushes his teeth.
>> Ben: Can we turn around and
drop her back on earth?
169
00:18:22,769 --> 00:18:27,939
You know, like from orbit?
>> Sorry, Ben, no time.
We need every moment the
170
00:18:27,941 --> 00:18:32,243
omnitrix --
[ Beeping ]
The countdown appears to have
171
00:18:32,245 --> 00:18:35,980
accelerated.
I have to check something out.
172
00:18:46,258 --> 00:18:50,928
>> Gwen: Aren't you a little bit
worried that the self-destruct
countdown has sped up?
173
00:18:50,930 --> 00:18:54,699
>> Ben: Nah.
I work best under pressure.
>> Gwen: This doesn't only
174
00:18:54,701 --> 00:18:58,769
affect you, you know.
What about grandpa?
I'm sure he doesn't want you to
175
00:18:58,771 --> 00:19:03,941
get vaporized...Or whatever.
>> Ben: Look, tetrax and I have
it covered.
176
00:19:03,943 --> 00:19:08,012
We'll find azmuth, he'll fix the
watch, and I'll keep kicking
alien butt.
177
00:19:08,014 --> 00:19:13,618
>> Gwen: Tetrax said azmuth
would deactivate the omnitrix,
not fix it.
178
00:19:13,620 --> 00:19:22,026
>> Ben: A-a-a-h!
Ugh!
You're just trying to mess with
179
00:19:22,028 --> 00:19:26,197
me.
>> I'm afraid Gwen's right, Ben.
Truthfully, I thought you'd be
180
00:19:26,199 --> 00:19:30,835
relieved to have it off.
You've done well with the
omnitrix, better than any
181
00:19:30,837 --> 00:19:34,872
earthling could have, but now
you can have a normal life
again.
182
00:19:34,874 --> 00:19:39,143
>> Ben: Normal?
Who wants to be normal?
If you're not a hero, you're a
183
00:19:39,145 --> 00:19:43,748
zero.
>> Gwen: Thanks a lot.
>> Unfortunately, the computers
184
00:19:43,750 --> 00:19:48,519
confirm my fears.
Your transformations speed up
the countdown.
185
00:19:48,521 --> 00:19:53,558
To be safe, you shouldn't use
the omnitrix again.
>> Ben: Huh?
186
00:19:53,560 --> 00:20:03,034
Whoa-oa-oa!
[ Groans ]
Oh, man.
187
00:20:03,036 --> 00:20:10,208
>> [ Murmuring ]
>> Gwen: I see!
That's very cool.
188
00:20:10,210 --> 00:20:14,212
>> Ben: Great.
Gwen's in love with the snot
blob.
189
00:20:14,214 --> 00:20:17,215
>> We're coming upon incarcicon.
190
00:20:26,391 --> 00:20:32,063
>> You are approaching secure
space of the incarcicon
intergalactic detention center.
191
00:20:32,065 --> 00:20:36,434
Identify yourself or be
destroyed.
>> Ben: What now?
192
00:20:36,436 --> 00:20:38,903
[ Beeping ]
193
00:21:01,660 --> 00:21:06,297
>> Vendor security clearance
accepted.
Proceed to sanitation disposal
194
00:21:06,299 --> 00:21:10,668
bay number four.
>> Ben: [ Chuckles nervously ]
195
00:21:16,141 --> 00:21:21,412
>> Gwen: Sanitation disposal bay
number four?
They think we're a garbage
196
00:21:21,414 --> 00:21:23,447
truck?
197
00:21:38,096 --> 00:21:42,633
>> I downloaded the DNA
signature into my scanner.
It should lead us directly to
198
00:21:42,635 --> 00:21:47,772
azmuth, but if these prisoners
see a human, it'll be trouble.
>> Gwen: Wow.
199
00:21:47,774 --> 00:21:53,210
The rest of the universe hates
us that much?
>> No, most species love humans.
200
00:21:53,212 --> 00:21:59,450
They're considered quite a
delicacy.
>> Ben: I could go alien, just
201
00:21:59,452 --> 00:22:03,788
this once.
>> And risk speeding up the
self-destruct mode even more?
202
00:22:03,790 --> 00:22:07,625
No.
Every second's too critical
until we find azmuth.
203
00:22:07,627 --> 00:22:12,129
You thinking what I'm thinking?
>> [ Murmurs ]
>> Exactly.
204
00:22:12,131 --> 00:22:18,936
From time to time, my missions
require a disguise.
I have just the one for you two.
205
00:22:25,143 --> 00:22:27,111
>> [ Whimpering ]
206
00:22:38,590 --> 00:22:44,428
>> Gwen: I'm an alien's butt.
It's official -- worst summer of
my life.
207
00:22:44,430 --> 00:22:50,735
>> Ben: Hey, "rock, paper,
scissors," two out of three --
i won fair and square.
208
00:22:50,737 --> 00:22:55,072
Where are the guards?
>> No guards, no rules, no
parole.
209
00:22:55,074 --> 00:23:00,344
On incarcicon, it's survival of
the meanest.
These aren't friendly types.
210
00:23:00,346 --> 00:23:09,053
They're all here for a reason --
some of them, lots of reasons.
>> [ Squeals ]
211
00:23:15,694 --> 00:23:18,396
>> Mine! Mine!
212
00:23:24,369 --> 00:23:29,974
>> Ben: Uh, help yourself.
I'm on a diet.
>> Gwen: What? What's happening?
213
00:23:29,976 --> 00:23:36,213
>> Ben: Trust me, you don't want
to know.
>> Snacktime's over.
214
00:23:36,215 --> 00:23:40,317
Now move along.
Unless we have some other
business.
215
00:23:40,319 --> 00:23:45,289
>> [ Growls ]
>> Maybe you guys should wait
over on the side until I can
216
00:23:45,291 --> 00:23:48,592
scope this place out.
217
00:23:52,397 --> 00:23:54,432
>> Ben: Hey, watch it!
218
00:24:01,807 --> 00:24:07,478
Huh?
It can't be!
No way!
219
00:24:07,480 --> 00:24:11,982
He must have picked up on the
self-destruct signal.
How did he know the creator was
220
00:24:11,984 --> 00:24:14,585
here?
>> Gwen: Who are you babbling
about?
221
00:24:14,587 --> 00:24:19,356
>> Ben: If I have to give up
going hero, at least I'm gonna
take down vilgax once and for
222
00:24:19,358 --> 00:24:24,595
all.
>> Gwen: Vilgax?
Ben, wait!
223
00:24:24,597 --> 00:24:28,666
>> All: [ Growling ]
>> Gwen: Hi!
You guys have all had dinner,
224
00:24:28,668 --> 00:24:36,173
right?
>> Upchuck: I'm gonna chew you
up and spit you out!
225
00:24:36,175 --> 00:24:41,679
[ Chomps ]
[ Belches ]
226
00:24:54,626 --> 00:24:58,362
>> [ Speaks native language ]
>> It's not my fault you're
here, sixsix.
227
00:24:58,364 --> 00:25:01,932
don't do the crime if you can't
do the time.
228
00:25:15,380 --> 00:25:21,819
>> What's your problem?
>> Upchuck: That voice.
Hey, you're not vilgax.
229
00:25:21,821 --> 00:25:26,123
You're a girl!
>> Yeah, I know.
230
00:25:34,499 --> 00:25:38,602
>> He turned into a human -- but
how?
>> The omnitrix!
231
00:25:38,604 --> 00:25:44,775
He's wearing the omnitrix!
>> Itdoesexist.
>> That's our ticket out of
232
00:25:44,777 --> 00:25:49,179
here!
>> The omnitrix, he's got it!
>> Ben: I think we're in
233
00:25:49,181 --> 00:25:55,819
trouble.
>> Gwen: I really wish I was at
the mall right now.
234
00:25:59,190 --> 00:26:07,364
[ All growling ]
>> Gwen: Way to keep a low
profile, genius.
235
00:26:07,366 --> 00:26:10,601
>> Ben: Looks like we're on our
own.
>> Gwen: I was afraid you were
236
00:26:10,603 --> 00:26:16,807
going to say that.
[ Strains ]
237
00:26:47,806 --> 00:26:52,343
>> Careful -- with that thing on
his wrist, he can become any one
of us he wants.
238
00:26:52,345 --> 00:26:57,147
>> Yeah, but if he knew how to
control it, he would have used
it again by now.
239
00:26:57,149 --> 00:26:59,149
>> Give me that thing!
240
00:27:30,048 --> 00:27:39,056
>> You guys okay?
>> Ben: Whoa!
>> That was my favorite board.
241
00:27:39,058 --> 00:27:41,058
>> [ Growls ]
242
00:27:46,131 --> 00:27:48,766
>> Gwen: "Whoa" is right.
243
00:27:53,138 --> 00:27:57,408
>> How do they know about the
omnitrix?
>> Ben: Funny story.
244
00:27:57,410 --> 00:27:59,410
I'll tell you later.
245
00:28:06,051 --> 00:28:09,086
Sorry about that whole "chew you
up" thing.
I thought you were somebody
246
00:28:09,088 --> 00:28:13,557
else.
>> What are you doing with the
omnitrix?
247
00:28:13,559 --> 00:28:17,895
>> Ben: What's it to you?
>> Plenty, after all the work i
put into it, only to have it
248
00:28:17,897 --> 00:28:21,732
wind up on the wrist of some...
Thing.
>> Ben: You created the
249
00:28:21,734 --> 00:28:25,602
omnitrix?
You're azmuth?
Look, there's a major problem
250
00:28:25,604 --> 00:28:33,911
with the watch.
>> Yeah, I can see that.
>> Gwen: Histus potiva!
251
00:28:39,250 --> 00:28:47,224
Hey!
Less chitchat, more combat!
>> Ben: So, can you fix it?
252
00:28:47,226 --> 00:28:54,431
>> First you have to get me out
of this galactic sewer.
>> Ben: Hey!
253
00:28:54,433 --> 00:29:01,605
Ah! Ugh!
Let go of me!
Get your hands off!
254
00:29:01,607 --> 00:29:07,311
Oh, man, like I don't have
enough problems.
[ Beeping ]
255
00:29:14,586 --> 00:29:22,893
>> Gwen: Ben!
Ben, are you okay?
>> Ben: Uh, what?
256
00:29:22,895 --> 00:29:27,297
Mom, I don't want to go to
school.
>> Gwen: Yeah, he's okay.
257
00:29:27,299 --> 00:29:32,102
>> But he won't be for long
unless we can figure a way out
of here.
258
00:29:44,649 --> 00:29:51,455
>> Gwen: Got to love that blob.
Hey!
>> Ben: Tetrax, wait!
259
00:29:51,457 --> 00:29:55,993
The creator!
>> You are not authorized to e
in this maximum-security area.
260
00:29:55,995 --> 00:30:00,364
Exit or your ship will be
destroyed.
261
00:30:05,103 --> 00:30:07,137
>> Gluto, get us out of here!
262
00:30:22,187 --> 00:30:26,890
>> Ben: Tetrax, no.
That's the creator!
263
00:30:31,329 --> 00:30:38,235
>> Nice to meet you.
>> You're not leaving without
me!
264
00:30:41,840 --> 00:30:48,812
>> Ben, the hatch!
>> We're going to be blown to
bits!
265
00:30:48,814 --> 00:30:51,715
>> Ben: Definitely not vilgax.
266
00:30:59,157 --> 00:31:04,394
[ Alarm blares ]
Are we sure this is the way out
of here?
267
00:31:04,396 --> 00:31:06,430
>> Gluto is on it.
268
00:31:21,246 --> 00:31:26,250
>> Ben: Ah!
Big wall coming up fast!
>> We're not gonna make it.
269
00:31:26,252 --> 00:31:28,785
>> Gwen: She may have a point.
270
00:31:37,028 --> 00:31:41,632
>> Ben: That was so cool!
Let's never do that again.
271
00:31:59,450 --> 00:32:01,451
>> [ Speaking native language ]
272
00:32:07,959 --> 00:32:11,728
>> What have you been using this
for, to open cans?
Break rocks?
273
00:32:11,730 --> 00:32:15,499
>> Gwen: Sounds about right.
>> Ben: What about the
self-destruct?
274
00:32:15,501 --> 00:32:20,137
I'm sure the genius who created
the omnitrix can stop the
countdown without totally
275
00:32:20,139 --> 00:32:24,975
turning it off, right?
>> Maybe, but there is a
problem.
276
00:32:24,977 --> 00:32:28,745
I didn't officially create the
omnitrix.
>> All: What?!
277
00:32:28,747 --> 00:32:32,316
>> Ben: You mean you're not
the --
>> egocentric, selfish,
278
00:32:32,318 --> 00:32:36,286
self-promoting, "oh, aren't I so
brilliant" creator of the
omnitrix?
279
00:32:36,288 --> 00:32:41,658
No, I'm myaxx, his assistant.
>> But it has your DNA signature
on it.
280
00:32:41,660 --> 00:32:47,130
>> I, uh, may have accidentally
erased azmuth's DNA signature
and put on my own, but that's
281
00:32:47,132 --> 00:32:51,335
only because he never gave me
the credit I deserve.
>> Gwen: You might have
282
00:32:51,337 --> 00:32:55,005
mentioned this when we were
risking our lives to bust you
out of jail.
283
00:32:55,007 --> 00:32:59,676
>> If I had, I'd still be stuck
in that slime pit, wouldn't I?
>> Ben: You can't stop the
284
00:32:59,678 --> 00:33:03,847
self-destruct countdown?
>> Azmuth never trusted me with
the abort sequence.
285
00:33:03,849 --> 00:33:08,685
>> Give me one good reason why i
shouldn't shove you in an energy
tube and shoot you back to
286
00:33:08,687 --> 00:33:12,556
incarcicon right now!
>> Because I know where azmuth
is.
287
00:33:12,558 --> 00:33:16,226
>> Ben: That's a pretty good
reason.
>> Where?
288
00:33:16,228 --> 00:33:21,865
>> Zenon.
>> Zenon?
It had to be zenon.
289
00:33:21,867 --> 00:33:27,871
>> Gwen: Why do I get the
feeling that zenon isn't exactly
a vacation paradise?
290
00:33:27,873 --> 00:33:32,409
>> The random energy blasts,
like the one on incarcicon --
they're growing larger and more
291
00:33:32,411 --> 00:33:36,680
intense, aren't they?
>> Ben: Yeah.
>> They indicate the Omni energy
292
00:33:36,682 --> 00:33:40,083
inside is building to critical
levels.
Eventually...
293
00:33:40,085 --> 00:33:44,821
>> Ben: I know.
Poof. I'm toast.
>> Well, not just you, of
294
00:33:44,823 --> 00:33:47,491
course.
>> Ben: What are you talking
about?
295
00:33:47,493 --> 00:33:54,097
>> Ask him.
He knows, don't you?
You didn't tell him?
296
00:33:54,099 --> 00:33:58,735
>> If the self-destruct is
allowed to detonate, the
explosion will cause an energy
297
00:33:58,737 --> 00:34:03,073
ripple that will literally rip
apart the universe, including
earth.
298
00:34:03,075 --> 00:34:05,042
>> Both: Grandpa.
299
00:34:08,079 --> 00:34:11,848
>> Azmuth is a hopeless
paranoid.
He built in the self-destruct as
300
00:34:11,850 --> 00:34:16,787
a last resort to keep his most
prized creation out of the wrong
hands, but he never thought
301
00:34:16,789 --> 00:34:21,124
anyone would be foolish enough
to set it off.
>> Gwen: Obviously he never met
302
00:34:21,126 --> 00:34:25,028
Ben.
>> Ben: I can't believe you knew
about this the whole time and
303
00:34:25,030 --> 00:34:28,365
didn't tell me.
>> I'm sorry, Ben.
I thought you'd be more
304
00:34:28,367 --> 00:34:32,903
concerned about how this
affected you rather than others.
>> Ben: What do you mean?
305
00:34:32,905 --> 00:34:36,373
I help people all the time with
the omnitrix.
>> That's true.
306
00:34:36,375 --> 00:34:41,545
You do help a lot of people, but
ask yourself this -- do you help
because it's the right thing to
307
00:34:41,547 --> 00:34:45,248
do or for the thrill of being a
hero?
308
00:34:51,989 --> 00:35:02,966
>> Scan the area.
There. Retrieve that.
[ Beeping ]
309
00:35:02,968 --> 00:35:06,670
>> [ Speaking native language ]
...Myaxx.
>> But they must not have found
310
00:35:06,672 --> 00:35:11,441
what they were looking for on
incarcicon.
Their current trajectory has
311
00:35:11,443 --> 00:35:16,513
them headed into the ucopita
quadrant.
What does Tennyson know that I
312
00:35:16,515 --> 00:35:20,784
don't?
>> [ Speaking native language ]
>> Silence!
313
00:35:26,924 --> 00:35:30,694
You had better be very sure.
314
00:35:34,866 --> 00:35:38,768
>> This containment device
should deflect the energy
fluctuations back into the
315
00:35:38,770 --> 00:35:42,205
omnitrix, while still allowing
you full access to the control
dials.
316
00:35:42,207 --> 00:35:48,178
>> Ben: Lot of good it does me
if I can't go hero anyway.
[ Crash ]
317
00:35:48,180 --> 00:35:54,885
>> Gluto, status.
>> [ Murmuring ]
>> Zenon.
318
00:35:54,887 --> 00:36:00,724
>> Ben: Uh, where?
>> Azmuth created a device which
absorbs all the light of this
319
00:36:00,726 --> 00:36:04,494
quadrant.
Of course, I was the one who
calculated the entire
320
00:36:04,496 --> 00:36:10,333
particle-absorption matrix, but
will he admit that?
No.
321
00:36:10,335 --> 00:36:15,505
Anyway, zenon is surrounded by
an asteroid belt.
>> Gwen: Which you can't see
322
00:36:15,507 --> 00:36:19,242
because azmuth turned out all
the lights.
>> Exactly.
323
00:36:19,244 --> 00:36:21,278
Those are failed attempts.
324
00:36:24,582 --> 00:36:29,719
>> [ Murmuring ]
>> Even gluto can't drive blind.
>> Ben: How are we supposed to
325
00:36:29,721 --> 00:36:38,762
get to zenon if we can't see it?
>> The answer is on your wrist.
>> Ben: Uh, explain to me again
326
00:36:38,764 --> 00:36:43,266
what I'm doing out here.
>> The omnitrix has a built-in
homing device.
327
00:36:43,268 --> 00:36:48,205
We should be close enough for it
to guide us through the asteroid
field.
328
00:36:48,207 --> 00:36:51,875
>> "Should be"?
>> [ Murmurs ]
>> Ben: Okay,
329
00:36:51,877 --> 00:36:53,877
this is way creepy.
330
00:37:00,785 --> 00:37:04,921
>> What are you doing?
You have to direct us or the
ship will be torn apart.
331
00:37:04,923 --> 00:37:12,462
>> Ben: Oh, great.
No pressure.
[ Beeping ]
332
00:37:12,464 --> 00:37:17,767
It's working!
>> [ Murmuring ]
>> I know, I know, I was going
333
00:37:17,769 --> 00:37:20,737
to.
Should we turn to starboard or
port?
334
00:37:20,739 --> 00:37:25,775
>> Ben: What?
>> Gwen: He means right or left.
>> Ben: Why didn't he just say
335
00:37:25,777 --> 00:37:30,814
so?
[ Beeping ]
Go to the right.
336
00:37:30,816 --> 00:37:37,821
I mean left! Go left!
>> [ Murmuring ]
>> Gwen: This is why we don't
337
00:37:37,823 --> 00:37:40,624
give him the map when we drive.
338
00:37:43,661 --> 00:37:46,796
[ Metal screeching ]
339
00:38:02,179 --> 00:38:06,683
>> Ben: I did it!
>> Well done, Ben.
>> Ben: Yeah!
340
00:38:06,685 --> 00:38:11,855
>> Come on in.
>> [ Murmuring ]
[ Beeping ]
341
00:38:11,857 --> 00:38:18,628
[ Gasps ]
>> Ben: [ Gasps ]
342
00:38:26,170 --> 00:38:33,410
A-a-a-a-ah!
>> Vilgax.
343
00:38:37,381 --> 00:38:44,888
>> Surrender the omnitrix and
your deaths will be swift --
except, of course, for the
344
00:38:44,890 --> 00:38:50,560
Tennyson boy.
>> We're goners now.
>> Not while I'm in charge.
345
00:38:50,562 --> 00:38:55,398
Ben, I'm sending a gyropod.
>> Ben: I'll just go stink and
fly back.
346
00:38:55,400 --> 00:38:59,736
>> No, Ben, we can't afford to
accelerate the countdown.
I'm sending the pod.
347
00:38:59,738 --> 00:39:03,873
Gwen, I need you and gluto to
keep him busy for a while.
348
00:39:41,679 --> 00:39:47,016
>> Ben: What kind of mega-weird
alien is this built for?
Gluto.
349
00:39:47,018 --> 00:39:50,153
Oh, well.
How hard can it be?
350
00:40:19,917 --> 00:40:28,158
Oh, gross!
[ Bang ]
Man, where's gluto when you need
351
00:40:28,160 --> 00:40:30,160
him?
352
00:40:37,601 --> 00:40:39,536
>> Ben: A-a-a-h!
353
00:40:43,841 --> 00:40:48,044
Huh?
Oh, yeah, now I got it.
354
00:40:55,286 --> 00:40:59,155
This isn't so tough, once you
figure it out.
355
00:41:10,868 --> 00:41:16,673
One of these has to be a cool
ray gun or something.
[ Beeping ]
356
00:41:30,387 --> 00:41:35,058
>> What are you doing?
>> We're going outside.
We need to free theresolute
357
00:41:35,060 --> 00:41:40,330
from vilgax's ship.
>> Me? Outside? I-in space?
Oh, no.
358
00:41:40,332 --> 00:41:45,668
I'm more of a land-based
species.
>> If we don't clear those
359
00:41:45,670 --> 00:41:50,139
tethers by the time we hit
zenon's gravitational pull, both
ships will be destroyed in
360
00:41:50,141 --> 00:41:54,244
re-entry.
>> Well, when you put itthat
way...
361
00:42:02,419 --> 00:42:07,757
>> It appears we have scared the
pilot right out of his skin.
362
00:42:13,364 --> 00:42:15,398
Stop them!
363
00:42:45,396 --> 00:42:51,301
>> Ben, get back to the ship!
>> Ben: I'm trying!
Ugh!
364
00:43:12,923 --> 00:43:16,492
All right!
[ Thumping ]
365
00:43:23,634 --> 00:43:27,503
[ Weapons cock ]
>> Segma sofum!
366
00:43:37,982 --> 00:43:39,983
Yes! Wipeout!
367
00:43:56,834 --> 00:43:58,835
[ Buzzing ]
368
00:44:10,147 --> 00:44:14,250
>> How dare you touch me, you
slime!
369
00:44:27,498 --> 00:44:29,866
>> Ben: [ Gasps ]
370
00:44:38,709 --> 00:44:40,710
A-a-a-a-ah!
371
00:44:44,381 --> 00:44:49,285
Yeah!
This is better than
"sumo slammer" any day!
372
00:44:56,393 --> 00:45:00,830
>> Ben, I'm opening up the rear
ramp.
Try to land in the cargo bay.
373
00:45:00,832 --> 00:45:02,799
>> Ben: Okay, I'll try.
374
00:45:21,051 --> 00:45:23,119
Look out!
375
00:45:44,074 --> 00:45:46,075
>> [ Groans ]
376
00:45:49,747 --> 00:45:52,448
[ Alarms blare ]
377
00:45:54,585 --> 00:46:03,459
>> Gwen: Gluto?
Gluto?!
[ Weapon cocks ]
378
00:46:03,461 --> 00:46:05,762
[ Gasps ]
379
00:46:12,503 --> 00:46:14,504
No!
380
00:46:21,512 --> 00:46:23,946
>> Ben: A-a-a-a-ah!
381
00:46:31,522 --> 00:46:35,224
>> Hello...Ben.
382
00:46:42,766 --> 00:46:48,204
>> You are going to regret
sending me to the null void for
what little remains of your
383
00:46:48,206 --> 00:46:56,512
miserable life!
>> Ben: A-a-a-a-h!
Look, the omnitrix is in
384
00:46:56,514 --> 00:47:00,383
self-destruct mode.
Even if you get it from me,
you'll just wind up getting
385
00:47:00,385 --> 00:47:05,922
blown to bits with the rest of
the universe.
>> I will take my chances.
386
00:47:22,539 --> 00:47:27,176
>> Ben: [ Gasps ]
I'll make you a deal.
I won't fight you for the
387
00:47:27,178 --> 00:47:31,981
omnitrix, but you have to
promise to find the creator and
stop it from self-destructing.
388
00:47:31,983 --> 00:47:40,423
>> I do not make deals!
>> Ben: That's okay.
Neither do I.
389
00:47:40,425 --> 00:47:45,027
Say bye-bye, vilgeek!
[ Alarm blaring ]
390
00:47:49,199 --> 00:47:55,471
>> A-a-a-a-a-a-ah!
>> Ben: [ Straining ]
391
00:48:00,444 --> 00:48:04,046
Yes!
[ Explosion ]
Aah!
392
00:48:08,619 --> 00:48:13,623
>> Gwen: Come on, you can fly
this thing.
It's just like riding a bike...
393
00:48:19,129 --> 00:48:26,736
...a huge, super-high-tech,
alien bike.
>> Ben: What are you doing?
394
00:48:26,738 --> 00:48:30,640
>> Gwen: Duh!
I'm trying to keep us from
winding up a junk pile on zenon.
395
00:48:30,642 --> 00:48:36,045
don't just stand there -- help
me.
>> Ben: Hey, what happened?
396
00:48:36,047 --> 00:48:40,950
>> Gwen: Gluto sacrificed
himself to save me from one of
vilgax's drones.
397
00:48:40,952 --> 00:48:45,588
It's called being totally
unselfish -- something you
wouldn't understand.
398
00:48:45,590 --> 00:48:50,693
>> Ben: I'm unselfish!
>> Gwen: Yeah, right.
[ Banging ]
399
00:48:56,900 --> 00:49:00,269
>> Ben: Okay, that's not it.
400
00:49:08,812 --> 00:49:16,319
Have we pulled that one yet?
>> Gwen: I don't think so.
>> [ Both straining ]
401
00:49:30,701 --> 00:49:32,969
>> Both: Whew!
402
00:49:42,112 --> 00:49:44,080
>> Gwen: Brakes!
403
00:49:54,958 --> 00:49:58,828
>> Both: Aah!
Ugh!
404
00:50:09,239 --> 00:50:15,211
>> Gluto!
>> Gwen: He died trying to save
me.
405
00:50:15,213 --> 00:50:17,279
>> We'd better find azmuth.
406
00:50:22,753 --> 00:50:26,455
>> Azmuth's compound is just
through that valley.
407
00:50:30,894 --> 00:50:34,096
>> Gwen: Must be the gardener's
day off.
>> Ben: Hello?
408
00:50:34,098 --> 00:50:38,100
Anybody home?
>> Tell me you didn't bring us
all the way here for nothing.
409
00:50:38,102 --> 00:50:41,737
>> The compound must have been
overrun.
Azmuth was always worried his
410
00:50:41,739 --> 00:50:49,945
lab would be discovered by those
after the omnitrix.
[ Beeping ]
411
00:50:49,947 --> 00:50:59,455
But I thought he was just being
paranoid.
>> Any chance he escaped?
412
00:50:59,457 --> 00:51:01,791
>> Gwen: A-a-a-a-ah!
413
00:51:07,764 --> 00:51:09,832
>> Ben: Wildvines!
414
00:51:32,656 --> 00:51:35,191
>> [ Both grunting ]
415
00:51:42,099 --> 00:51:47,937
>> Gwen: Ben, look out!
Help!
[ Groaning ]
416
00:51:47,939 --> 00:51:51,640
Aah!
>> Ben: Gwen!
Going hero.
417
00:51:51,642 --> 00:51:54,643
>> Ben, no!
The self-destruct will
accelerate!
418
00:51:54,645 --> 00:51:57,012
>> Ben: I don't care!
419
00:52:04,321 --> 00:52:12,928
>> Four arms: [ Growling ]
>> Gwen: Ben!
>> Four arms: Hold on!
420
00:52:12,930 --> 00:52:21,904
I'm coming!
[ Grunts ]
N-o-o-o-o!
421
00:52:31,848 --> 00:52:38,754
[ Straining ]
Gwen!
422
00:52:41,224 --> 00:52:50,299
>> Four arms: [ Grunts ]
>> Ben, she's gone.
>> Four arms: No!
423
00:52:50,301 --> 00:52:56,138
I've got to save her!
>> There were too many, Ben.
The florauna weren't going to
424
00:52:56,140 --> 00:53:00,643
stop until they had one of us.
>> Four arms: She sacrificed
herself to save me.
425
00:53:00,645 --> 00:53:07,216
[ Grunts ]
It should've been me!
It should've been me!
426
00:53:07,218 --> 00:53:09,251
It should've been me!
427
00:53:18,995 --> 00:53:25,234
>> Ben: Ugh.
It should've been me.
This is all your fault!
428
00:53:25,236 --> 00:53:28,871
>> fault?
>> Ben: Yeah, if you hadn't
helped the creator make this
429
00:53:28,873 --> 00:53:32,942
stupid thing, then I never would
have found it, and Gwen would
still be alive!
430
00:53:32,944 --> 00:53:36,345
>> Ben --
>> I am a selfish and
self-centered being, but it
431
00:53:36,347 --> 00:53:41,550
takes one to know one.
>> That's enough, both of you.
We still need to find the
432
00:53:41,552 --> 00:53:46,088
creator.
Myaxx, if azmuth did survive an
attack like that, where would he
433
00:53:46,090 --> 00:53:48,123
go?
434
00:54:00,971 --> 00:54:03,906
>> Ben: I'm sorry, Gwen.
435
00:54:12,582 --> 00:54:16,619
>> You okay?
>> Ben: Just wondering how I'm
gonna tell grandpa about...
436
00:54:16,621 --> 00:54:20,623
>> I'm sorry.
I know what you're going
through.
437
00:54:20,625 --> 00:54:26,629
I was young.
I didn't care about anybody but
myself, so it made sense that I
438
00:54:26,631 --> 00:54:31,800
wound up a mercenary, a soldier
for hire.
I was loyal to whoever paid me
439
00:54:31,802 --> 00:54:36,405
the most, no matter how evil
they were.
It was only a matter of time
440
00:54:36,407 --> 00:54:42,077
before I would work for the
worst of the worst -- vilgax.
I stole the last piece of the
441
00:54:42,079 --> 00:54:47,316
puzzle vilgax needed to invade
my home world.
When my people didn't bow at his
442
00:54:47,318 --> 00:54:52,955
feet, he destroyed the entire
planet to make an example out of
it.
443
00:54:52,957 --> 00:55:02,665
Vilgax did the dirty work, but
he couldn't have done it without
my help.
444
00:55:02,667 --> 00:55:08,203
So when I heard that he was
after the omnitrix, I vowed to
never let another powerful
445
00:55:08,205 --> 00:55:13,676
weapon fall into his claws
again.
>> Ben: This is allmyfault.
446
00:55:13,678 --> 00:55:18,847
I saw that the watch was acting
all weird at the reactor, but i
used it anyway.
447
00:55:18,849 --> 00:55:23,686
I must have somehow set off the
self-destruct.
Gwen is dead because of me.
448
00:55:23,688 --> 00:55:29,458
Now everyone else will be, too.
>> We both have made costly
mistakes, but if we don't find
449
00:55:29,460 --> 00:55:34,563
azmuth and stop the
self-destruct, then Gwen and
gluto and all the others will
450
00:55:34,565 --> 00:55:40,903
have lost their lives for
nothing, and we're not going to
let that happen, right?
451
00:55:44,541 --> 00:55:46,742
>> Look out!
452
00:56:05,228 --> 00:56:14,403
>> The omnitrix.
What are you doing with my
omnitrix?
453
00:56:14,405 --> 00:56:22,010
>> Ben: "My omnitrix"?
You? You're the creator?
>> Myaxx, you traitorous worm,
454
00:56:22,012 --> 00:56:25,614
is that you?
>> Nice to see you again, too,
boss.
455
00:56:25,616 --> 00:56:31,120
>> Ben: I'm Ben Tennyson.
I wound up with the omnitrix.
Now it's in self-destruct
456
00:56:31,122 --> 00:56:34,423
countdown, and --
>> I know.
I invented it!
457
00:56:34,425 --> 00:56:41,263
>> Ben: Oh, yeah.
So, anyway, if you could just
turn it off...
458
00:56:41,265 --> 00:56:46,435
>> Maybe Ben didn't make it
clear why we're here.
>> I understand completely.
459
00:56:46,437 --> 00:56:51,206
You misused my creation, and now
the whole universe will be
destroyed.
460
00:56:51,208 --> 00:56:57,045
>> Ben: Look, I don't know why
you don't want to help us, but
my cousin sacrificed her life to
461
00:56:57,047 --> 00:57:08,891
stop this thing.
>> That is none of my concern.
>> Ben: It is now.
462
00:57:08,893 --> 00:57:18,634
>> Cannonbolt: Let's roll!
Ugh!
[ Grunting ]
463
00:57:18,636 --> 00:57:22,004
>> That looked like it really
hurt.
464
00:57:29,078 --> 00:57:34,550
>> Cannonbolt: I've come too
far, I've lost too much, to be
stopped now.
465
00:57:44,661 --> 00:57:52,968
>> Remind me not to get that kid
mad.
>> Cannonbolt: Youaregoing to
466
00:57:52,970 --> 00:57:57,506
turn this thing off!
>> You think you're a hero, but
you're a fool.
467
00:57:57,508 --> 00:58:02,611
You only sped up the countdown!
Because of you, the universe has
even less time.
468
00:58:02,613 --> 00:58:07,449
>> Cannonbolt: If the universe
is going down anyway, I'm gonna
have the pleasure of kicking
469
00:58:07,451 --> 00:58:09,485
your butt first!
470
00:58:19,562 --> 00:58:27,369
[ Breathing heavily ]
>> Look at what you did.
Do you know how long it takes to
471
00:58:27,371 --> 00:58:32,040
break in a bio-suit like that?
>> Cannonbolt: He's really a
grey matter?
472
00:58:32,042 --> 00:58:37,045
>> Who knew?
>> Yeah, I'm a galvan, so what?
Does that give you the right to
473
00:58:37,047 --> 00:58:40,983
destroy my property and invade
my privacy?
>> Enough talk!
474
00:58:40,985 --> 00:58:46,054
Stop the countdown!
>> I say let the omnitrix
self-destruct and take the
475
00:58:46,056 --> 00:58:49,658
universe with it.
Best thing that could happen,
probably.
476
00:58:49,660 --> 00:58:53,061
Start fresh.
I didn't create a weapon.
All of you did.
477
00:58:53,063 --> 00:58:57,766
I created the ultimate device
for understanding all the beings
of the universe.
478
00:58:57,768 --> 00:59:03,071
You and vilgax are no different.
>> Ben: That's not true!
Sure I've messed around with the
479
00:59:03,073 --> 00:59:08,010
watch, but I've helped a lot of
people with it, too.
At first, all I cared about was
480
00:59:08,012 --> 00:59:12,748
that I wouldn't be able to go
hero anymore, that I'd be stuck
with just being me.
481
00:59:12,750 --> 00:59:19,755
Sometimes you have to see the
good in people and not just be a
selfish jerk.
482
00:59:19,757 --> 00:59:21,757
[ Explosions ]
483
00:59:32,602 --> 00:59:37,973
>> Azmuth!
The creator of the omnitrix.
484
00:59:41,578 --> 00:59:48,450
At last we meet.
What an honor...For you.
485
01:00:04,434 --> 01:00:07,436
>> This ends now!
486
01:00:18,615 --> 01:00:22,384
>> Use it now and we kiss this
half of the universe bye-bye!
487
01:00:27,190 --> 01:00:33,195
[ Explosion ]
>> Why do you continue to defend
the omnitrix when it's hopeless?
488
01:00:33,197 --> 01:00:37,966
I do not understand.
>> Ben: That's because the only
thing you think about is
489
01:00:37,968 --> 01:00:43,505
yourself.
Now, step off!
I've got a world to save.
490
01:01:38,261 --> 01:01:42,097
Gwen!
>> Gluto!
>> Both: You're alive!
491
01:01:42,099 --> 01:01:45,934
>> Ben: We thought you were
goners!
>> Gwen: Gluto saved me from the
492
01:01:45,936 --> 01:01:50,105
wildvines.
Turns out, gluto's species can
regenerate from just the
493
01:01:50,107 --> 01:01:56,111
smallest of parts, like what was
left on my clothes after he went
splat.
494
01:01:56,113 --> 01:01:58,113
>> Who knew?
495
01:03:17,360 --> 01:03:22,798
>> What have you done?
>> Ben: I ask myself that
question all the time.
496
01:03:39,148 --> 01:03:41,349
[ Crackling ]
497
01:03:49,659 --> 01:03:57,299
[ Beeping ]
>> I'm still not sure the
universe is worth saving, but
498
01:03:57,301 --> 01:03:59,768
while I think about it...
499
01:04:19,555 --> 01:04:25,594
>> Ben: It's over, vilgax!
The watch is deactivated.
It's useless now.
500
01:04:25,596 --> 01:04:31,499
>> But the creator of the
omnitrix is not.
You will build me an even more
501
01:04:31,501 --> 01:04:35,270
powerful device.
>> [ Gasps ]
502
01:05:07,470 --> 01:05:10,538
>> Gwen: What would you do
without me?
>> Ben: Sure am glad I don't
503
01:05:10,540 --> 01:05:14,643
have to find out.
>> Gwen: What's that?
>> Ben: I said, vilgax is
504
01:05:14,645 --> 01:05:18,480
smearing us, and I can't do
anything without it.
I'm just a plain kid without the
505
01:05:18,482 --> 01:05:22,717
omnitrix.
>> Gwen: don't you get it?
You don't need that thing.
506
01:05:22,719 --> 01:05:28,056
What about all the times you
saved grandpa or me or lots of
other people when you weren't an
507
01:05:28,058 --> 01:05:35,497
alien?
You are a hero, even if you
can'tgohero.
508
01:05:35,499 --> 01:05:39,634
>> Ben: What gives?
I thought you pulled the plug on
this thing and couldn't turn it
509
01:05:39,636 --> 01:05:44,205
back on.
>> Who told you that?
Not me.
510
01:05:50,780 --> 01:05:54,182
>> Ben: All right!
I'm back in the alien-hero
business!
511
01:05:54,184 --> 01:05:57,886
>> Here, try this alien on for
size.
512
01:06:06,862 --> 01:06:09,564
[ Laser fire ]
513
01:06:16,205 --> 01:06:26,815
>> Gwen: That's a big alien.
>> Way big: Whoa! Check me out!
I'm not just big, I'm way big!
514
01:06:57,179 --> 01:07:04,085
>> [ Grunts ]
>> Leaving?
515
01:07:13,029 --> 01:07:17,932
>> [ Grunting ]
Release me or suffer the
consequences!
516
01:07:17,934 --> 01:07:24,672
>> Way big: Pretty big talk from
such a little guy.
[ Groans ]
517
01:07:24,674 --> 01:07:28,243
That's it!
You aresooutta here!
518
01:07:33,449 --> 01:07:37,819
>> A-a-a-a-a-ah!
519
01:07:43,025 --> 01:07:48,263
>> Ben: What are you doing?
>> Improvising a ride.
This place is getting too noisy
520
01:07:48,265 --> 01:07:52,600
for me.
>> Ben: Mr. azmuth, I just
wanted to thank you for fixing
521
01:07:52,602 --> 01:07:56,037
the omnitrix.
If you want it back, it is
yours.
522
01:07:56,039 --> 01:08:02,744
>> I created the omnitrix to
help all the beings of the
universe grow closer together.
523
01:08:02,746 --> 01:08:08,950
If an earthling can make that
happen, then I see no reason why
he shouldn't have it.
524
01:08:08,952 --> 01:08:13,488
Besides, that thing is nothing
but trouble, always has been.
You keep it.
525
01:08:13,490 --> 01:08:21,763
Good riddance!
You coming?
>> Are you going to give me some
526
01:08:21,765 --> 01:08:27,001
respect from now on?
>> Eh, I wouldn't count on it.
>> I guess it is better than
527
01:08:27,003 --> 01:08:33,842
that prison planet.
>> Ben: Wait -- you have to tell
me how to work this thing.
528
01:08:33,844 --> 01:08:38,346
>> don't you want to figure it
out on your own -- like a true
hero would?
529
01:08:38,348 --> 01:08:43,651
>> Ben: Hmm.
Not really.
>> [ Chuckles ] I like that boy.
530
01:08:49,125 --> 01:08:52,660
>> Ben: Oh, man!
We'd better be heading back
home.
531
01:08:52,662 --> 01:08:58,199
It'll be nice to have a little
normal time after all this.
Yo, snotty, think you can drive
532
01:08:58,201 --> 01:09:05,507
us back to earth?
>> [ Distorted ] No problem!
>> Ben: You can speak English,
533
01:09:05,509 --> 01:09:10,879
and you understand everything
I've said?
>> Oh, yeah!
534
01:09:10,881 --> 01:09:19,220
Snot blob!
>> Who knew?
>> Ben: I have a feeling it's
535
01:09:19,222 --> 01:09:26,828
gonna be a long trip back home.
>> Gwen: Thanks for the ride!
>> Ben: And the cool gift!
536
01:09:26,830 --> 01:09:28,763
Visit soon!
537
01:09:33,135 --> 01:09:37,705
>> Max: Well, after an adventure
like that, bet you guys are
looking forward to a nice,
538
01:09:37,707 --> 01:09:42,710
normal day.
>> Ben: Oh. Yeah.
We should go to the mall and go
539
01:09:42,712 --> 01:09:48,349
shopping for clothes and junk.
>> We interrupt regular
broadcasting for this emergency
540
01:09:48,351 --> 01:09:51,986
report.
A horde of what appears to be
zombies are attacking the mall.
541
01:09:51,988 --> 01:09:56,591
Citizens are advised to stay
clear of the area.
>> Gwen: Ah, guess this is a
542
01:09:56,593 --> 01:10:03,565
normal day for us.
>> Ben: This is the best summer
ever!
543
01:10:03,567 --> 01:10:06,534
It's hero time!