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[ CHILDREN LAUGHING ]
[ INDISTINCT CONVERSATIONS ]
[ DOG BARKS ]

2
00:00:09,276 --> 00:00:11,010
[ INDISTINCT CONVERSATIONS ]
[ DOG BARKS ]
[ CAT MEOWS ]

3
00:00:11,012 --> 00:00:11,844
[ DOG BARKS ]
[ CAT MEOWS ]
[ DOG WHIMPERS ]

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[ CAT MEOWS ]
[ DOG WHIMPERS ]
[ CHILDREN LAUGH ]

5
00:00:13,180 --> 00:00:18,851
>> Ben: [ SIGHS ]
TWO WEEKS.
TWO WHOLE WEEKS.

6
00:00:18,853 --> 00:00:20,185
TWO WEEKS.
TWO WHOLE WEEKS.
NOBODY'S TRIED TO BLOW UP THE

7
00:00:20,187 --> 00:00:20,586
TWO WHOLE WEEKS.
NOBODY'S TRIED TO BLOW UP THE
EARTH.

8
00:00:20,588 --> 00:00:21,920
NOBODY'S TRIED TO BLOW UP THE
EARTH.
NOBODY'S TRIED TO KILL ME AND

9
00:00:21,922 --> 00:00:23,389
EARTH.
NOBODY'S TRIED TO KILL ME AND
TAKE THE OMNITRIX.

10
00:00:23,391 --> 00:00:25,024
NOBODY'S TRIED TO KILL ME AND
TAKE THE OMNITRIX.
EVERYTHING IS JUST FINE AND

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00:00:25,026 --> 00:00:25,524
TAKE THE OMNITRIX.
EVERYTHING IS JUST FINE AND
BORING!

12
00:00:25,526 --> 00:00:26,959
EVERYTHING IS JUST FINE AND
BORING!
>> Rook: IS IT NOT A <i>GOOD</i> THING

13
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BORING!
>> Rook: IS IT NOT A <i>GOOD</i> THING
FOR THERE TO BE NO

14
00:00:27,895 --> 00:00:29,361
>> Rook: IS IT NOT A <i>GOOD</i> THING
FOR THERE TO BE NO
UNIVERSE-THREATENING DISASTERS

15
00:00:29,363 --> 00:00:30,195
FOR THERE TO BE NO
UNIVERSE-THREATENING DISASTERS
FOR A CHANGE?

16
00:00:30,197 --> 00:00:31,363
UNIVERSE-THREATENING DISASTERS
FOR A CHANGE?
>> Ben: YEAH, BUT...

17
00:00:31,365 --> 00:00:33,065
FOR A CHANGE?
>> Ben: YEAH, BUT...
>> Rook: I SUGGEST YOU RELAX AND

18
00:00:33,067 --> 00:00:34,700
>> Ben: YEAH, BUT...
>> Rook: I SUGGEST YOU RELAX AND
ENJOY THIS UNUSUAL ABSENCE OF

19
00:00:34,702 --> 00:00:36,035
>> Rook: I SUGGEST YOU RELAX AND
ENJOY THIS UNUSUAL ABSENCE OF
THREAT TO YOUR LIFE, THE

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00:00:36,037 --> 00:00:37,936
ENJOY THIS UNUSUAL ABSENCE OF
THREAT TO YOUR LIFE, THE
UNIVERSE, AND EVERYTHING.

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00:00:37,938 --> 00:00:39,538
THREAT TO YOUR LIFE, THE
UNIVERSE, AND EVERYTHING.
>> Ben: YEAH, BUT...

22
00:00:39,540 --> 00:00:41,707
UNIVERSE, AND EVERYTHING.
>> Ben: YEAH, BUT...
>> Rook: NO MORE "YEAH, BUTS."

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>> Ben: YEAH, BUT...
>> Rook: NO MORE "YEAH, BUTS."
BE PROUD THAT THANKS TO YOU, NO

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>> Rook: NO MORE "YEAH, BUTS."
BE PROUD THAT THANKS TO YOU, NO
ONE IN BELLWOOD HAS ANYTHING TO

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00:00:44,945 --> 00:00:46,378
BE PROUD THAT THANKS TO YOU, NO
ONE IN BELLWOOD HAS ANYTHING TO
BE AFRAID OF.

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00:00:46,380 --> 00:00:47,646
ONE IN BELLWOOD HAS ANYTHING TO
BE AFRAID OF.
>> Frightwig: ARE YOU SURE THIS

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00:00:47,648 --> 00:00:49,648
BE AFRAID OF.
>> Frightwig: ARE YOU SURE THIS
THING IS GONNA DO THE TRICK?

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>> Frightwig: ARE YOU SURE THIS
THING IS GONNA DO THE TRICK?
>> Thumbskull: YEAH.

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00:00:50,918 --> 00:00:52,918
THING IS GONNA DO THE TRICK?
>> Thumbskull: YEAH.
THE BOSS DON'T LOOK SO GOOD.

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>> Thumbskull: YEAH.
THE BOSS DON'T LOOK SO GOOD.
>> Zombozo: [ SIGHS ]

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THE BOSS DON'T LOOK SO GOOD.
>> Zombozo: [ SIGHS ]
DON'T I?

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>> Zombozo: [ SIGHS ]
DON'T I?
>> Thumbskull: UH...N-NO.

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DON'T I?
>> Thumbskull: UH...N-NO.
YOU DON'T.

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>> Thumbskull: UH...N-NO.
YOU DON'T.
UH, DIDN'T I JUST SAY THAT?

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YOU DON'T.
UH, DIDN'T I JUST SAY THAT?
UNH! HEY!

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UH, DIDN'T I JUST SAY THAT?
UNH! HEY!
>> Frightwig: GET IT THROUGH

37
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UNH! HEY!
>> Frightwig: GET IT THROUGH
YOUR THICK HEAD ALREADY,

38
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>> Frightwig: GET IT THROUGH
YOUR THICK HEAD ALREADY,
THUMBSKULL!

39
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YOUR THICK HEAD ALREADY,
THUMBSKULL!
ZOMBOZO FEEDS ON FEAR.

40
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THUMBSKULL!
ZOMBOZO FEEDS ON FEAR.
>> Acid Breath: BUT THANKS TO

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ZOMBOZO FEEDS ON FEAR.
>> Acid Breath: BUT THANKS TO
THAT BRAT BEN TENNYSON, NO ONE'S

42
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>> Acid Breath: BUT THANKS TO
THAT BRAT BEN TENNYSON, NO ONE'S
HAD ANY REASON TO BE SCARED FOR

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THAT BRAT BEN TENNYSON, NO ONE'S
HAD ANY REASON TO BE SCARED FOR
FAR TOO LONG.

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HAD ANY REASON TO BE SCARED FOR
FAR TOO LONG.
>> Zombozo: NOT TO WORRY, MY

45
00:01:15,176 --> 00:01:15,841
FAR TOO LONG.
>> Zombozo: NOT TO WORRY, MY
FRIENDS.

46
00:01:15,843 --> 00:01:18,077
>> Zombozo: NOT TO WORRY, MY
FRIENDS.
I'LL GIVE THEM ALL SOMETHING TO

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FRIENDS.
I'LL GIVE THEM ALL SOMETHING TO
FEAR.

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00:01:19,780 --> 00:01:24,950
>> ♪ BEN 10
>> ♪ HE'S A KID, AND HE WANTS TO
HAVE FUN ♪

49
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>> ♪ HE'S A KID, AND HE WANTS TO
HAVE FUN ♪
>> ♪ BUT WHEN YOU NEED A

50
00:01:25,753 --> 00:01:27,219
HAVE FUN ♪
>> ♪ BUT WHEN YOU NEED A
SUPERHERO, HE GETS THE JOB

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00:01:27,221 --> 00:01:27,586
>> ♪ BUT WHEN YOU NEED A
SUPERHERO, HE GETS THE JOB
DONE ♪

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SUPERHERO, HE GETS THE JOB
DONE ♪
>> ♪ BEN 10

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DONE ♪
>> ♪ BEN 10
>> ♪ WITH A DEVICE THAT HE WEARS

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00:01:29,256 --> 00:01:30,122
>> ♪ BEN 10
>> ♪ WITH A DEVICE THAT HE WEARS
ON HIS ARM ♪

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>> ♪ WITH A DEVICE THAT HE WEARS
ON HIS ARM ♪
>> ♪ HE CAN CHANGE HIS SHAPE AND

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00:01:31,125 --> 00:01:32,458
ON HIS ARM ♪
>> ♪ HE CAN CHANGE HIS SHAPE AND
SAVE THE WORLD FROM HARM ♪

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>> ♪ HE CAN CHANGE HIS SHAPE AND
SAVE THE WORLD FROM HARM ♪
>> ♪ WHEN TROUBLE'S TAKING

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SAVE THE WORLD FROM HARM ♪
>> ♪ WHEN TROUBLE'S TAKING
PLACE ♪

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>> ♪ WHEN TROUBLE'S TAKING
PLACE ♪
>> ♪ HE GETS RIGHT IN ITS FACE

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PLACE ♪
>> ♪ HE GETS RIGHT IN ITS FACE
>> ♪ BEN 10

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>> ♪ HE GETS RIGHT IN ITS FACE
>> ♪ BEN 10
>> ♪ WHEN LIVES ARE ON THE

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>> ♪ BEN 10
>> ♪ WHEN LIVES ARE ON THE
LINE ♪

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>> ♪ WHEN LIVES ARE ON THE
LINE ♪
>> ♪ IT'S HERO TIME

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LINE ♪
>> ♪ IT'S HERO TIME
>> ♪ BEN 10

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>> Ben: [ SLURPING ]

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[ SLURPING INTENSIFIES ]

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BEGINNER'S LUCK.

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>> Rook: [ SLURPS ]
>> Ben: [ GASPS ]
WHOA!

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>> Ben: [ GASPS ]
WHOA!
[ THUD ]

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WHOA!
[ THUD ]
DUDE!

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[ THUD ]
DUDE!
[ THUNDER CRASHES ]

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DUDE!
[ THUNDER CRASHES ]
<i>[ CARNIVAL MUSIC PLAYS ]</i>

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[ THUNDER CRASHES ]
<i>[ CARNIVAL MUSIC PLAYS ]</i>
<i>>> Rook: UNUSUAL WEATHER WE'RE</i>

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00:02:18,706 --> 00:02:19,104
<i>[ CARNIVAL MUSIC PLAYS ]</i>
<i>>> Rook: UNUSUAL WEATHER WE'RE</i>
<i>HAVING.</i>

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00:02:19,106 --> 00:02:19,872
<i>>> Rook: UNUSUAL WEATHER WE'RE</i>
<i>HAVING.</i>
<i>>> Ben: [ GASPS ]</i>

76
00:02:19,874 --> 00:02:21,373
<i>HAVING.</i>
<i>>> Ben: [ GASPS ]</i>
<i>UNUSUAL CREEPY MUSIC WE'RE</i>

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00:02:21,375 --> 00:02:21,907
<i>>> Ben: [ GASPS ]</i>
<i>UNUSUAL CREEPY MUSIC WE'RE</i>
<i>HAVING.</i>

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00:02:21,909 --> 00:02:23,075
<i>UNUSUAL CREEPY MUSIC WE'RE</i>
<i>HAVING.</i>
<i>[ THUNDER CRASHES ]</i>

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00:02:23,077 --> 00:02:24,376
<i>HAVING.</i>
<i>[ THUNDER CRASHES ]</i>
<i>[ MUSIC CONTINUES ]</i>

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00:02:24,378 --> 00:02:25,577
<i>[ THUNDER CRASHES ]</i>
<i>[ MUSIC CONTINUES ]</i>
<i>MUST BE SOMETHING NUTSO.</i>

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00:02:25,579 --> 00:02:26,612
<i>[ MUSIC CONTINUES ]</i>
<i>MUST BE SOMETHING NUTSO.</i>
<i>LET'S CHECK IT OUT!</i>

82
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<i>MUST BE SOMETHING NUTSO.</i>
<i>LET'S CHECK IT OUT!</i>
<i>COME ON, COME ON, COME ON, COME</i>

83
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<i>LET'S CHECK IT OUT!</i>
<i>COME ON, COME ON, COME ON, COME</i>
<i>ON, COME ON, COME ON!</i>

84
00:02:29,450 --> 00:02:36,555
<i>YOU KNOW WHAT WOULD BE EPIC --</i>
<i>BILLY BILLIONS TEAMING UP WITH</i>
<i>ALBEDO!</i>

85
00:02:36,557 --> 00:02:37,523
<i>BILLY BILLIONS TEAMING UP WITH</i>
<i>ALBEDO!</i>
<i>OR -- [ GASPS ]</i>

86
00:02:37,525 --> 00:02:39,124
<i>ALBEDO!</i>
<i>OR -- [ GASPS ]</i>
<i>MAYBE THE INCURSEANS ARE BACK TO</i>

87
00:02:39,126 --> 00:02:40,392
<i>OR -- [ GASPS ]</i>
<i>MAYBE THE INCURSEANS ARE BACK TO</i>
<i>TRY TO BLOW UP THE EARTH!</i>

88
00:02:40,394 --> 00:02:41,560
<i>MAYBE THE INCURSEANS ARE BACK TO</i>
<i>TRY TO BLOW UP THE EARTH!</i>
<i>WAIT, WAIT, WAIT! I KNOW!</i>

89
00:02:41,562 --> 00:02:43,028
<i>TRY TO BLOW UP THE EARTH!</i>
<i>WAIT, WAIT, WAIT! I KNOW!</i>
<i>A WHOLE BUNCH OF EVIL ALIEN X's</i>

90
00:02:43,030 --> 00:02:44,229
<i>WAIT, WAIT, WAIT! I KNOW!</i>
<i>A WHOLE BUNCH OF EVIL ALIEN X's</i>
<i>PLOTTING TO TAKE OVER EVERY</i>

91
00:02:44,231 --> 00:02:45,397
<i>A WHOLE BUNCH OF EVIL ALIEN X's</i>
<i>PLOTTING TO TAKE OVER EVERY</i>
<i>DIMENSION AT ONCE!</i>

92
00:02:45,399 --> 00:02:45,797
<i>PLOTTING TO TAKE OVER EVERY</i>
<i>DIMENSION AT ONCE!</i>
<i>YES!</i>

93
00:02:45,799 --> 00:02:47,366
<i>DIMENSION AT ONCE!</i>
<i>YES!</i>
<i>>> Rook: NONE OF THOSE OPTIONS</i>

94
00:02:47,368 --> 00:02:48,901
<i>YES!</i>
<i>>> Rook: NONE OF THOSE OPTIONS</i>
<i>SEEM TO SUGGEST THE USE OF, AS</i>

95
00:02:48,903 --> 00:02:50,903
<i>>> Rook: NONE OF THOSE OPTIONS</i>
<i>SEEM TO SUGGEST THE USE OF, AS</i>
<i>YOU SAY, "CREEPY MUSIC."</i>

96
00:02:50,905 --> 00:02:52,037
<i>SEEM TO SUGGEST THE USE OF, AS</i>
<i>YOU SAY, "CREEPY MUSIC."</i>
<i>BUT THE POPULACE IS MOST</i>

97
00:02:52,039 --> 00:02:53,372
<i>YOU SAY, "CREEPY MUSIC."</i>
<i>BUT THE POPULACE IS MOST</i>
<i>ASSUREDLY BEING DRAWN TOWARDS</i>

98
00:02:53,374 --> 00:02:55,307
<i>BUT THE POPULACE IS MOST</i>
<i>ASSUREDLY BEING DRAWN TOWARDS</i>
<i>ITS SOURCE.</i>

99
00:02:55,309 --> 00:02:56,575
<i>ASSUREDLY BEING DRAWN TOWARDS</i>
<i>ITS SOURCE.</i>
<i>>> Ben: HOW ABOUT A ROGUE</i>

100
00:02:56,577 --> 00:02:57,776
<i>ITS SOURCE.</i>
<i>>> Ben: HOW ABOUT A ROGUE</i>
<i>WayBad RETURNING TO SEEK</i>

101
00:02:57,778 --> 00:03:00,312
<i>>> Ben: HOW ABOUT A ROGUE</i>
<i>WayBad RETURNING TO SEEK</i>
<i>REVENGE ON ME -- WITH VILGAX?</i>

102
00:03:00,314 --> 00:03:01,346
<i>WayBad RETURNING TO SEEK</i>
<i>REVENGE ON ME -- WITH VILGAX?</i>
<i>PLEASE LET IT BE AN AWESOMELY</i>

103
00:03:01,348 --> 00:03:02,147
<i>REVENGE ON ME -- WITH VILGAX?</i>
<i>PLEASE LET IT BE AN AWESOMELY</i>
<i>CATASTROPHIC, COOL,</i>

104
00:03:02,149 --> 00:03:03,715
<i>PLEASE LET IT BE AN AWESOMELY</i>
<i>CATASTROPHIC, COOL,</i>
<i>WORLD-THREATENING CRISIS.</i>

105
00:03:03,717 --> 00:03:09,855
<i>>> Rook: THERE DOESN'T APPEAR TO</i>
<i>BE ANY AWESOMELY CATASTROPHIC,</i>
<i>COOL, OR WORLD-THREATENING</i>

106
00:03:09,857 --> 00:03:10,489
<i>BE ANY AWESOMELY CATASTROPHIC,</i>
<i>COOL, OR WORLD-THREATENING</i>
<i>CRISIS.</i>

107
00:03:10,491 --> 00:03:11,490
<i>COOL, OR WORLD-THREATENING</i>
<i>CRISIS.</i>
<i>>> Ben: OH, NO?</i>

108
00:03:11,492 --> 00:03:13,192
<i>CRISIS.</i>
<i>>> Ben: OH, NO?</i>
<i>A CIRCUS RANDOMLY SHOWS UP JUST</i>

109
00:03:13,194 --> 00:03:14,359
<i>>> Ben: OH, NO?</i>
<i>A CIRCUS RANDOMLY SHOWS UP JUST</i>
<i>OUTSIDE OF BELLWOOD?</i>

110
00:03:14,361 --> 00:03:15,527
<i>A CIRCUS RANDOMLY SHOWS UP JUST</i>
<i>OUTSIDE OF BELLWOOD?</i>
<i>HELLO?</i>

111
00:03:15,529 --> 00:03:16,862
<i>OUTSIDE OF BELLWOOD?</i>
<i>HELLO?</i>
<i>THAT CAN ONLY MEAN ONE THING.</i>

112
00:03:16,864 --> 00:03:18,363
<i>HELLO?</i>
<i>THAT CAN ONLY MEAN ONE THING.</i>
<i>IT BEGINS WITH "Z" AND ENDS WITH</i>

113
00:03:18,365 --> 00:03:19,565
<i>THAT CAN ONLY MEAN ONE THING.</i>
<i>IT BEGINS WITH "Z" AND ENDS WITH</i>
<i>"O."</i>

114
00:03:19,567 --> 00:03:21,099
<i>IT BEGINS WITH "Z" AND ENDS WITH</i>
<i>"O."</i>
<i>>> Rook: ZEUGOBRANCHIATO?</i>

115
00:03:21,101 --> 00:03:22,201
<i>"O."</i>
<i>>> Rook: ZEUGOBRANCHIATO?</i>
<i>>> Ben: RIGHT!</i>

116
00:03:22,203 --> 00:03:23,402
<i>>> Rook: ZEUGOBRANCHIATO?</i>
<i>>> Ben: RIGHT!</i>
<i>WHAT?</i>

117
00:03:23,404 --> 00:03:25,604
<i>>> Ben: RIGHT!</i>
<i>WHAT?</i>
<i>NO! ZOMBOZO!</i>

118
00:03:25,606 --> 00:03:26,705
<i>WHAT?</i>
<i>NO! ZOMBOZO!</i>
<i>>> Rook: THAT WAS MY SECOND</i>

119
00:03:26,707 --> 00:03:28,407
<i>NO! ZOMBOZO!</i>
<i>>> Rook: THAT WAS MY SECOND</i>
<i>GUESS.</i>

120
00:03:28,409 --> 00:03:30,409
<i>>> Rook: THAT WAS MY SECOND</i>
<i>GUESS.</i>
<i>>> Ben: AHA!</i>

121
00:03:30,411 --> 00:03:31,743
<i>GUESS.</i>
<i>>> Ben: AHA!</i>
<i>[ ELEPHANT TRUMPETS ]</i>

122
00:03:31,745 --> 00:03:34,213
<i>>> Ben: AHA!</i>
<i>[ ELEPHANT TRUMPETS ]</i>
<i>[ LION GROWLS ]</i>

123
00:03:34,215 --> 00:03:35,948
<i>[ ELEPHANT TRUMPETS ]</i>
<i>[ LION GROWLS ]</i>
<i>[ LAUGHTER ]</i>

124
00:03:35,950 --> 00:03:37,049
<i>[ LION GROWLS ]</i>
<i>[ LAUGHTER ]</i>
<i>[ INDISTINCT CONVERSATIONS ]</i>

125
00:03:37,051 --> 00:03:37,883
<i>[ LAUGHTER ]</i>
<i>[ INDISTINCT CONVERSATIONS ]</i>
<i>>> Rook: ACCORDING TO</i>

126
00:03:37,885 --> 00:03:38,951
<i>[ INDISTINCT CONVERSATIONS ]</i>
<i>>> Rook: ACCORDING TO</i>
<i>PLUMBER RECORDS, "ONE</i>

127
00:03:38,953 --> 00:03:40,285
<i>>> Rook: ACCORDING TO</i>
<i>PLUMBER RECORDS, "ONE</i>
<i>MR. HERBERT J. ZOMBONI IS</i>

128
00:03:40,287 --> 00:03:41,620
<i>PLUMBER RECORDS, "ONE</i>
<i>MR. HERBERT J. ZOMBONI IS</i>
<i>CURRENTLY A RESIDENT OF THE</i>

129
00:03:41,622 --> 00:03:43,188
<i>MR. HERBERT J. ZOMBONI IS</i>
<i>CURRENTLY A RESIDENT OF THE</i>
<i>DETENTION LEVEL OF OUR OWN EARTH</i>

130
00:03:43,190 --> 00:03:43,555
<i>CURRENTLY A RESIDENT OF THE</i>
<i>DETENTION LEVEL OF OUR OWN EARTH</i>
<i>HQ..."</i>

131
00:03:43,557 --> 00:03:45,057
<i>DETENTION LEVEL OF OUR OWN EARTH</i>
<i>HQ..."</i>
<i>>> Ben: OKAY, HERE'S HOW WE'RE</i>

132
00:03:45,059 --> 00:03:46,525
<i>HQ..."</i>
<i>>> Ben: OKAY, HERE'S HOW WE'RE</i>
<i>GONNA GET THE DROP ON ZOMBOZO.</i>

133
00:03:46,527 --> 00:03:47,526
<i>>> Ben: OKAY, HERE'S HOW WE'RE</i>
<i>GONNA GET THE DROP ON ZOMBOZO.</i>
<i>>> Rook: "...WHERE HE HAS</i>

134
00:03:47,528 --> 00:03:48,560
<i>GONNA GET THE DROP ON ZOMBOZO.</i>
<i>>> Rook: "...WHERE HE HAS</i>
<i>REMAINED EVER SINCE HE WAS</i>

135
00:03:48,562 --> 00:03:49,228
<i>>> Rook: "...WHERE HE HAS</i>
<i>REMAINED EVER SINCE HE WAS</i>
<i>APPREHENDED..."</i>

136
00:03:49,230 --> 00:03:50,262
<i>REMAINED EVER SINCE HE WAS</i>
<i>APPREHENDED..."</i>
<i>>> Ben: YOU STAY IN HERE...</i>

137
00:03:50,264 --> 00:03:51,396
<i>APPREHENDED..."</i>
<i>>> Ben: YOU STAY IN HERE...</i>
<i>>> Rook: "...BY BEN TENNYSON."</i>

138
00:03:51,398 --> 00:03:52,564
<i>>> Ben: YOU STAY IN HERE...</i>
<i>>> Rook: "...BY BEN TENNYSON."</i>
<i>>> Ben: ...WHILE I DO A LITTLE</i>

139
00:03:52,566 --> 00:03:53,532
<i>>> Rook: "...BY BEN TENNYSON."</i>
<i>>> Ben: ...WHILE I DO A LITTLE</i>
<i>SNOOPING AROUND OUTSIDE.</i>

140
00:03:53,534 --> 00:03:54,700
<i>>> Ben: ...WHILE I DO A LITTLE</i>
<i>SNOOPING AROUND OUTSIDE.</i>
<i>>> Rook: I SAID, "ACCORDING TO</i>

141
00:03:54,702 --> 00:03:55,968
<i>SNOOPING AROUND OUTSIDE.</i>
<i>>> Rook: I SAID, "ACCORDING TO</i>
<i>PLUMBER RECORDS, 'ONE</i>

142
00:03:55,970 --> 00:03:57,102
<i>>> Rook: I SAID, "ACCORDING TO</i>
<i>PLUMBER RECORDS, 'ONE</i>
<i>MR. HERBERT J. --"</i>

143
00:03:57,104 --> 00:03:58,770
<i>PLUMBER RECORDS, 'ONE</i>
<i>MR. HERBERT J. --"</i>
<i>>> Ben: IT'S A CIRCUS, ROOK!</i>

144
00:03:58,772 --> 00:04:00,405
<i>MR. HERBERT J. --"</i>
<i>>> Ben: IT'S A CIRCUS, ROOK!</i>
<i>ZOMBOZO'S</i> <i>GOT</i> TO BE HERE.

145
00:04:00,407 --> 00:04:01,406
<i>>> Ben: IT'S A CIRCUS, ROOK!</i>
<i>ZOMBOZO'S</i> <i>GOT</i> TO BE HERE.
NOW GO BLEND IN WITH THE

146
00:04:01,408 --> 00:04:02,708
<i>ZOMBOZO'S</i> <i>GOT</i> TO BE HERE.
NOW GO BLEND IN WITH THE
AUDIENCE SO YOU CAN KEEP AN EYE

147
00:04:02,710 --> 00:04:03,408
NOW GO BLEND IN WITH THE
AUDIENCE SO YOU CAN KEEP AN EYE
ON THE SHOW.

148
00:04:03,410 --> 00:04:04,643
AUDIENCE SO YOU CAN KEEP AN EYE
ON THE SHOW.
I'LL BE OUTSIDE.

149
00:04:04,645 --> 00:04:05,577
ON THE SHOW.
I'LL BE OUTSIDE.
>> Rook: AH.

150
00:04:05,579 --> 00:04:07,479
I'LL BE OUTSIDE.
>> Rook: AH.
YOU DO NOT WISH TO STAY BECAUSE

151
00:04:07,481 --> 00:04:08,914
>> Rook: AH.
YOU DO NOT WISH TO STAY BECAUSE
OF YOUR FEAR OF CLOWNS.

152
00:04:08,916 --> 00:04:10,382
YOU DO NOT WISH TO STAY BECAUSE
OF YOUR FEAR OF CLOWNS.
>> Ben: I'VE NEVER BEEN AFRAID

153
00:04:10,384 --> 00:04:11,717
OF YOUR FEAR OF CLOWNS.
>> Ben: I'VE NEVER BEEN AFRAID
OF CLOWNS.

154
00:04:11,719 --> 00:04:14,686
>> Young Ben: YAAAAAAAAAAAH!

155
00:04:14,688 --> 00:04:18,690
YAAAAAAAAAAAH!

156
00:04:18,692 --> 00:04:22,194
YAAAAAAAAAAAH!

157
00:04:22,196 --> 00:04:27,733
YAAAAAAAAAAAH!

158
00:04:27,735 --> 00:04:35,274
YAAAAAAAAAAAH!
>> Ben: SERIOUSLY -- DOESN'T
RING A BELL.

159
00:04:35,276 --> 00:04:36,441
>> Ben: SERIOUSLY -- DOESN'T
RING A BELL.
>> Rook: THAT IS WHAT I READ IN

160
00:04:36,443 --> 00:04:36,908
RING A BELL.
>> Rook: THAT IS WHAT I READ IN
YOUR FILE.

161
00:04:36,910 --> 00:04:38,110
>> Rook: THAT IS WHAT I READ IN
YOUR FILE.
>> Ben: HOW OFTEN DO YOU READ MY

162
00:04:38,112 --> 00:04:38,777
YOUR FILE.
>> Ben: HOW OFTEN DO YOU READ MY
FILE?

163
00:04:38,779 --> 00:04:40,379
>> Ben: HOW OFTEN DO YOU READ MY
FILE?
KINDA WEIRD, ROOK.

164
00:04:40,381 --> 00:04:42,547
FILE?
KINDA WEIRD, ROOK.
BESIDES, IF YOU READ IT, YOU'D

165
00:04:42,549 --> 00:04:45,250
KINDA WEIRD, ROOK.
BESIDES, IF YOU READ IT, YOU'D
KNOW -- I'M AFRAID OF PEACOCKS.

166
00:04:45,252 --> 00:04:46,385
BESIDES, IF YOU READ IT, YOU'D
KNOW -- I'M AFRAID OF PEACOCKS.
[ CHEERS AND APPLAUSE ]

167
00:04:46,387 --> 00:04:47,853
KNOW -- I'M AFRAID OF PEACOCKS.
[ CHEERS AND APPLAUSE ]
>> Rook: WELL, EVEN IF THERE IS

168
00:04:47,855 --> 00:04:49,187
[ CHEERS AND APPLAUSE ]
>> Rook: WELL, EVEN IF THERE IS
NO VILLAIN HERE TO THWART, I

169
00:04:49,189 --> 00:04:50,455
>> Rook: WELL, EVEN IF THERE IS
NO VILLAIN HERE TO THWART, I
HAVE NEVER BEEN TO A CIRCUS.

170
00:04:50,457 --> 00:04:51,757
NO VILLAIN HERE TO THWART, I
HAVE NEVER BEEN TO A CIRCUS.
I AM LOOKING FORWARD TO THE

171
00:04:51,759 --> 00:04:52,391
HAVE NEVER BEEN TO A CIRCUS.
I AM LOOKING FORWARD TO THE
EXPERIENCE.

172
00:04:52,393 --> 00:04:54,693
I AM LOOKING FORWARD TO THE
EXPERIENCE.
>> Ben: KNOCK YOURSELF OUT.

173
00:04:54,695 --> 00:04:55,360
EXPERIENCE.
>> Ben: KNOCK YOURSELF OUT.
IT'S AN...

174
00:04:55,362 --> 00:04:56,428
>> Ben: KNOCK YOURSELF OUT.
IT'S AN...
>> Both: EXPRESSION.

175
00:04:56,430 --> 00:04:58,430
IT'S AN...
>> Both: EXPRESSION.
>> Rook: AH, YES.

176
00:04:58,432 --> 00:04:59,431
>> Both: EXPRESSION.
>> Rook: AH, YES.
>> Ben: PFFFT!

177
00:04:59,433 --> 00:05:00,532
>> Rook: AH, YES.
>> Ben: PFFFT!
"AFRAID OF CLOWNS."

178
00:05:00,534 --> 00:05:01,700
>> Ben: PFFFT!
"AFRAID OF CLOWNS."
WHERE DO THE PLUMBERS GET THAT

179
00:05:01,702 --> 00:05:02,701
"AFRAID OF CLOWNS."
WHERE DO THE PLUMBERS GET THAT
STUFF?

180
00:05:02,703 --> 00:05:13,512
[ Singsong voice ] ZOMBOZO.
I KNOW YOU'RE HERE.
>> [ HISSES ]

181
00:05:13,514 --> 00:05:14,046
I KNOW YOU'RE HERE.
>> [ HISSES ]
>> [ SQUAWKS ]

182
00:05:14,048 --> 00:05:14,880
>> [ HISSES ]
>> [ SQUAWKS ]
>> Ben: OOH! AAH!

183
00:05:14,882 --> 00:05:21,186
>> [ SQUAWKS ]
[ CAWING ]
>> Ben: [ SIGHS ]

184
00:05:21,188 --> 00:05:22,321
[ CAWING ]
>> Ben: [ SIGHS ]
[ CHATTERING ]

185
00:05:22,323 --> 00:05:23,188
>> Ben: [ SIGHS ]
[ CHATTERING ]
HUH?!

186
00:05:23,190 --> 00:05:25,023
[ CHATTERING ]
HUH?!
[ CHATTERING CONTINUES ]

187
00:05:25,025 --> 00:05:26,358
HUH?!
[ CHATTERING CONTINUES ]
[ CHATTERING STOPS ]

188
00:05:26,360 --> 00:05:31,196
[ BEEPING ]
[ BEEP ]
WHAT'S UP, ROOK?

189
00:05:31,198 --> 00:05:32,197
[ BEEP ]
WHAT'S UP, ROOK?
SOMETHING FREAKY HAPPENING IN

190
00:05:32,199 --> 00:05:32,531
WHAT'S UP, ROOK?
SOMETHING FREAKY HAPPENING IN
THERE?

191
00:05:32,533 --> 00:05:34,032
SOMETHING FREAKY HAPPENING IN
THERE?
>> Rook: Yes -- very!

192
00:05:34,034 --> 00:05:35,233
THERE?
>> Rook: Yes -- very!
I would not have thought a bear

193
00:05:35,235 --> 00:05:36,368
>> Rook: Yes -- very!
I would not have thought a bear
could ride a unicycle.

194
00:05:36,370 --> 00:05:37,202
I would not have thought a bear
could ride a unicycle.
[ Bear roars ]

195
00:05:37,204 --> 00:05:37,903
could ride a unicycle.
[ Bear roars ]
[ BEEP ]

196
00:05:37,905 --> 00:05:39,871
[ Bear roars ]
[ BEEP ]
>> Ben: [ GROANS ]

197
00:05:39,873 --> 00:05:41,773
[ BEEP ]
>> Ben: [ GROANS ]
[ AUDIENCE CHEERING ]

198
00:05:41,775 --> 00:05:50,449
SO, WAS IT EVERYTHING YOU
THOUGHT IT WAS GOING TO BE AND
OH SO MUCH MORE?

199
00:05:50,451 --> 00:05:51,950
THOUGHT IT WAS GOING TO BE AND
OH SO MUCH MORE?
OH, THEY HAD FACE PAINTING.

200
00:05:51,952 --> 00:05:54,052
OH SO MUCH MORE?
OH, THEY HAD FACE PAINTING.
YOU WENT ALL OUT. GOOD FOR YOU.

201
00:05:54,054 --> 00:05:57,556
OH, THEY HAD FACE PAINTING.
YOU WENT ALL OUT. GOOD FOR YOU.
WELL, LET'S BLOW THIS FIRETRAP.

202
00:05:57,558 --> 00:05:58,590
YOU WENT ALL OUT. GOOD FOR YOU.
WELL, LET'S BLOW THIS FIRETRAP.
DO YOU REALLY NOT KNOW WHAT THAT

203
00:05:58,592 --> 00:05:59,558
WELL, LET'S BLOW THIS FIRETRAP.
DO YOU REALLY NOT KNOW WHAT THAT
EXPRESSION MEANS, OR ARE YOU

204
00:05:59,560 --> 00:06:01,159
DO YOU REALLY NOT KNOW WHAT THAT
EXPRESSION MEANS, OR ARE YOU
JUST PULLING MY LEG?

205
00:06:01,161 --> 00:06:02,627
EXPRESSION MEANS, OR ARE YOU
JUST PULLING MY LEG?
DO YOU REALLY NOT KNOW WHAT <i>THAT</i>

206
00:06:02,629 --> 00:06:04,396
JUST PULLING MY LEG?
DO YOU REALLY NOT KNOW WHAT <i>THAT</i>
<i>EXPRESSION MEANS, EITHER, OR ARE</i>

207
00:06:04,398 --> 00:06:05,197
DO YOU REALLY NOT KNOW WHAT <i>THAT</i>
<i>EXPRESSION MEANS, EITHER, OR ARE</i>
<i>YOU JUST --</i>

208
00:06:05,199 --> 00:06:05,897
<i>EXPRESSION MEANS, EITHER, OR ARE</i>
<i>YOU JUST --</i>
<i>[ HORN HONKS ]</i>

209
00:06:05,899 --> 00:06:07,199
<i>YOU JUST --</i>
<i>[ HORN HONKS ]</i>
<i>>> Rook: [ Monotone ] COME ONE,</i>

210
00:06:07,201 --> 00:06:07,699
<i>[ HORN HONKS ]</i>
<i>>> Rook: [ Monotone ] COME ONE,</i>
<i>COME ALL.</i>

211
00:06:07,701 --> 00:06:08,500
<i>>> Rook: [ Monotone ] COME ONE,</i>
<i>COME ALL.</i>
<i>>> Ben: [ GASPS ]</i>

212
00:06:08,502 --> 00:06:10,369
<i>COME ALL.</i>
<i>>> Ben: [ GASPS ]</i>
<i>YOU'RE NOT JUST A</i> <i>SAD</i> CLOWN.

213
00:06:10,371 --> 00:06:12,571
<i>>> Ben: [ GASPS ]</i>
<i>YOU'RE NOT JUST A</i> <i>SAD</i> CLOWN.
YOU'RE A SAD <i>ZOMBIE</i> CLOWN!

214
00:06:12,573 --> 00:06:15,674
<i>YOU'RE NOT JUST A</i> <i>SAD</i> CLOWN.
YOU'RE A SAD <i>ZOMBIE</i> CLOWN!
>> Rook: COME ONE, COME ALL.

215
00:06:15,676 --> 00:06:17,042
YOU'RE A SAD <i>ZOMBIE</i> CLOWN!
>> Rook: COME ONE, COME ALL.
>> Ben: OMNITRIX, DON'T FAIL ME

216
00:06:17,044 --> 00:06:17,542
>> Rook: COME ONE, COME ALL.
>> Ben: OMNITRIX, DON'T FAIL ME
NOW!

217
00:06:17,544 --> 00:06:19,344
>> Ben: OMNITRIX, DON'T FAIL ME
NOW!
[ BEEP ]

218
00:06:19,346 --> 00:06:26,385
>> Upgrade: COTTON CANDY?
WELL, THIS <i>IS</i> A STICKY
SITUATION.

219
00:06:26,387 --> 00:06:36,695
CUT IT OUT, ROOK!
YOU'RE ONLY GONNA HURT <i>YOURSELF!</i>

220
00:06:36,697 --> 00:06:43,034
<i>OR...NOT.</i>
<i>>> Rook: COME ONE, COME ALL.</i>

221
00:06:43,036 --> 00:06:54,679
<i>>> Rook: [ Monotone ] COME</i>
<i>ONE...COME ALL.</i>
<i>>> Upgrade: YEAH.</i>

222
00:06:54,681 --> 00:06:56,448
<i>ONE...COME ALL.</i>
<i>>> Upgrade: YEAH.</i>
<i>YOU SAID THAT ALREADY.</i>

223
00:06:56,450 --> 00:07:02,154
<i>[ As barker ] POPCORN! PEANUTS!</i>
<i>GET 'EM WHILE THEY'RE HOT!</i>

224
00:07:02,156 --> 00:07:17,202
<i>[ Normal voice ] YOU KNOW, FOR A</i>
<i>SAD CLOWN, YOU GOT A LOT OF</i>
<i>ANGER ISSUES.</i>

225
00:07:17,204 --> 00:07:20,505
<i>SAD CLOWN, YOU GOT A LOT OF</i>
<i>ANGER ISSUES.</i>
<i>>> Rook: COME ONE...COME ALL.</i>

226
00:07:20,507 --> 00:07:24,743
<i>>> Upgrade: WHOA!</i>

227
00:07:24,745 --> 00:07:30,081
<i>SORRY TO HAVE TO DO THIS TO YOU,</i>
<i>BUT IT'S FOR YOUR OWN GOOD.</i>

228
00:07:30,083 --> 00:07:36,221
<i>>> Rook: COME ONE...</i>
<i>COME ALL.</i>

229
00:07:36,223 --> 00:07:46,498
<i>>> Ben: I'M NOT SURE WHAT</i>
<i>HAPPENED, GRANDPA.</i>
<i>ROOK STAYED BEHIND TO KEEP AN</i>

230
00:07:46,500 --> 00:07:47,699
<i>HAPPENED, GRANDPA.</i>
<i>ROOK STAYED BEHIND TO KEEP AN</i>
<i>EYE ON THE SHOW AND CAME OUT</i>

231
00:07:47,701 --> 00:07:49,601
<i>ROOK STAYED BEHIND TO KEEP AN</i>
<i>EYE ON THE SHOW AND CAME OUT</i>
<i>ALL SAD-ZOMBIE-CLOWN-IFIED.</i>

232
00:07:49,603 --> 00:07:51,269
<i>EYE ON THE SHOW AND CAME OUT</i>
<i>ALL SAD-ZOMBIE-CLOWN-IFIED.</i>
<i>>> Max: BUT YOU WENT OUTSIDE.</i>

233
00:07:51,271 --> 00:07:52,938
<i>ALL SAD-ZOMBIE-CLOWN-IFIED.</i>
<i>>> Max: BUT YOU WENT OUTSIDE.</i>
<i>OH. RIGHT.</i>

234
00:07:52,940 --> 00:07:54,606
<i>>> Max: BUT YOU WENT OUTSIDE.</i>
<i>OH. RIGHT.</i>
<i>I REMEMBER HOW AFRAID OF CLOWNS</i>

235
00:07:54,608 --> 00:07:55,507
<i>OH. RIGHT.</i>
<i>I REMEMBER HOW AFRAID OF CLOWNS</i>
<i>YOU USED TO BE.</i>

236
00:07:55,509 --> 00:07:56,942
<i>I REMEMBER HOW AFRAID OF CLOWNS</i>
<i>YOU USED TO BE.</i>
<i>>> Ben: WHY DO PEOPLE KEEP</i>

237
00:07:56,944 --> 00:07:57,609
<i>YOU USED TO BE.</i>
<i>>> Ben: WHY DO PEOPLE KEEP</i>
<i>SAYING THAT?!</i>

238
00:07:57,611 --> 00:07:58,743
<i>>> Ben: WHY DO PEOPLE KEEP</i>
<i>SAYING THAT?!</i>
<i>I'VE NEVER BEEN AFRAID OF</i>

239
00:07:58,745 --> 00:07:59,211
<i>SAYING THAT?!</i>
<i>I'VE NEVER BEEN AFRAID OF</i>
<i>CLOWNS!</i>

240
00:07:59,213 --> 00:08:00,145
<i>I'VE NEVER BEEN AFRAID OF</i>
<i>CLOWNS!</i>
<i>>> Max: IF YOU SAY SO.</i>

241
00:08:00,147 --> 00:08:01,313
<i>CLOWNS!</i>
<i>>> Max: IF YOU SAY SO.</i>
<i>>> Ben: I WOULD HAVE STUCK</i>

242
00:08:01,315 --> 00:08:02,714
<i>>> Max: IF YOU SAY SO.</i>
<i>>> Ben: I WOULD HAVE STUCK</i>
<i>AROUND AND GONE BACK INSIDE, BUT</i>

243
00:08:02,716 --> 00:08:04,049
<i>>> Ben: I WOULD HAVE STUCK</i>
<i>AROUND AND GONE BACK INSIDE, BUT</i>
<i>I THOUGHT IT WAS MORE IMPORTANT</i>

244
00:08:04,051 --> 00:08:05,383
<i>AROUND AND GONE BACK INSIDE, BUT</i>
<i>I THOUGHT IT WAS MORE IMPORTANT</i>
<i>TO GET ROOK BACK HERE FOR HELP.</i>

245
00:08:05,385 --> 00:08:06,818
<i>I THOUGHT IT WAS MORE IMPORTANT</i>
<i>TO GET ROOK BACK HERE FOR HELP.</i>
<i>>> Max: YOU DID THE RIGHT THING,</i>

246
00:08:06,820 --> 00:08:07,152
<i>TO GET ROOK BACK HERE FOR HELP.</i>
<i>>> Max: YOU DID THE RIGHT THING,</i>
<i>BEN.</i>

247
00:08:07,154 --> 00:08:08,453
<i>>> Max: YOU DID THE RIGHT THING,</i>
<i>BEN.</i>
<i>BUT NOW THAT THE GALVANS HAVE</i>

248
00:08:08,455 --> 00:08:09,654
<i>BEN.</i>
<i>BUT NOW THAT THE GALVANS HAVE</i>
<i>EVERYTHING UNDER CONTROL --</i>

249
00:08:09,656 --> 00:08:11,022
<i>BUT NOW THAT THE GALVANS HAVE</i>
<i>EVERYTHING UNDER CONTROL --</i>
<i>[ GLASS SHATTERS ]</i>

250
00:08:11,024 --> 00:08:12,491
<i>EVERYTHING UNDER CONTROL --</i>
<i>[ GLASS SHATTERS ]</i>
<i>>> Blukic and Driba:</i> <i>HE</i> DID IT!

251
00:08:12,493 --> 00:08:13,825
<i>[ GLASS SHATTERS ]</i>
<i>>> Blukic and Driba:</i> <i>HE</i> DID IT!
>> Max: NOW THAT THE GALVANS

252
00:08:13,827 --> 00:08:15,227
<i>>> Blukic and Driba:</i> <i>HE</i> DID IT!
>> Max: NOW THAT THE GALVANS
<i>ALMOST</i> HAVE EVERYTHING UNDER

253
00:08:15,229 --> 00:08:17,062
>> Max: NOW THAT THE GALVANS
<i>ALMOST</i> HAVE EVERYTHING UNDER
CONTROL, YOU SHOULD GO FIND OUT

254
00:08:17,064 --> 00:08:18,663
<i>ALMOST</i> HAVE EVERYTHING UNDER
CONTROL, YOU SHOULD GO FIND OUT
WHO EXACTLY IS CLOWNING AROUND

255
00:08:18,665 --> 00:08:19,531
CONTROL, YOU SHOULD GO FIND OUT
WHO EXACTLY IS CLOWNING AROUND
AT THE CIRCUS.

256
00:08:19,533 --> 00:08:21,233
WHO EXACTLY IS CLOWNING AROUND
AT THE CIRCUS.
>> Ben: I ALREADY KNOW, GRANDPA.

257
00:08:21,235 --> 00:08:22,300
AT THE CIRCUS.
>> Ben: I ALREADY KNOW, GRANDPA.
SO DO YOU.

258
00:08:22,302 --> 00:08:23,235
>> Ben: I ALREADY KNOW, GRANDPA.
SO DO YOU.
IT'S ZOMBOZO!

259
00:08:23,237 --> 00:08:24,503
SO DO YOU.
IT'S ZOMBOZO!
>> Max: IMPOSSIBLE.

260
00:08:24,505 --> 00:08:25,203
IT'S ZOMBOZO!
>> Max: IMPOSSIBLE.
[ BEEP ]

261
00:08:25,205 --> 00:08:27,138
>> Max: IMPOSSIBLE.
[ BEEP ]
ZOMBOZO IS LOCKED UP SECURELY IN

262
00:08:27,140 --> 00:08:28,507
[ BEEP ]
ZOMBOZO IS LOCKED UP SECURELY IN
HIS CELL.

263
00:08:28,509 --> 00:08:36,648
[ DOOR OPENS ]
>> Max: THERE'S NO WAY FROM IN
HERE THAT ZOMBOZO COULD BE THE

264
00:08:36,650 --> 00:08:38,083
>> Max: THERE'S NO WAY FROM IN
HERE THAT ZOMBOZO COULD BE THE
RINGLEADER OF WHATEVER THAT

265
00:08:38,085 --> 00:08:39,251
HERE THAT ZOMBOZO COULD BE THE
RINGLEADER OF WHATEVER THAT
CIRCUS DID TO ROOK.

266
00:08:39,253 --> 00:08:40,485
RINGLEADER OF WHATEVER THAT
CIRCUS DID TO ROOK.
>> Ben: NOT BUYING IT.

267
00:08:40,487 --> 00:08:41,853
CIRCUS DID TO ROOK.
>> Ben: NOT BUYING IT.
ALL RIGHT, HERBERT!

268
00:08:41,855 --> 00:08:43,355
>> Ben: NOT BUYING IT.
ALL RIGHT, HERBERT!
WHAT DID YOU DO TO MY PARTNER?

269
00:08:43,357 --> 00:08:44,823
ALL RIGHT, HERBERT!
WHAT DID YOU DO TO MY PARTNER?
>> Zombozo: I EAGERLY INFLICT

270
00:08:44,825 --> 00:08:47,559
WHAT DID YOU DO TO MY PARTNER?
>> Zombozo: I EAGERLY INFLICT
YOU PAINS, AND EVERYONE MAY

271
00:08:47,561 --> 00:08:49,227
>> Zombozo: I EAGERLY INFLICT
YOU PAINS, AND EVERYONE MAY
SHARE THE GAINS.

272
00:08:49,229 --> 00:08:51,096
YOU PAINS, AND EVERYONE MAY
SHARE THE GAINS.
NOW FEAST YOUR EYES ON THE

273
00:08:51,098 --> 00:08:54,165
SHARE THE GAINS.
NOW FEAST YOUR EYES ON THE
CENTER RING, WHERE PAINTED FACES

274
00:08:54,167 --> 00:08:55,834
NOW FEAST YOUR EYES ON THE
CENTER RING, WHERE PAINTED FACES
DANCE AND SING.

275
00:08:55,836 --> 00:08:56,935
CENTER RING, WHERE PAINTED FACES
DANCE AND SING.
>> Max: POETRY 101.

276
00:08:56,937 --> 00:08:58,370
DANCE AND SING.
>> Max: POETRY 101.
HE'S BEEN TRYING TO BETTER

277
00:08:58,372 --> 00:08:59,971
>> Max: POETRY 101.
HE'S BEEN TRYING TO BETTER
HIMSELF WITH OUR G.E.D. PROGRAM

278
00:08:59,973 --> 00:09:01,273
HE'S BEEN TRYING TO BETTER
HIMSELF WITH OUR G.E.D. PROGRAM
WHILE HE'S BEHIND BARS.

279
00:09:01,275 --> 00:09:02,841
HIMSELF WITH OUR G.E.D. PROGRAM
WHILE HE'S BEHIND BARS.
>> Ben: I'M NOT LEAVING UNTIL

280
00:09:02,843 --> 00:09:04,209
WHILE HE'S BEHIND BARS.
>> Ben: I'M NOT LEAVING UNTIL
YOU ANSWER ME, CLOWN BOY!

281
00:09:04,211 --> 00:09:05,777
>> Ben: I'M NOT LEAVING UNTIL
YOU ANSWER ME, CLOWN BOY!
>> Zombozo: I EAGERLY INFLICT

282
00:09:05,779 --> 00:09:07,045
YOU ANSWER ME, CLOWN BOY!
>> Zombozo: I EAGERLY INFLICT
YOU PAINS...

283
00:09:07,047 --> 00:09:08,880
>> Zombozo: I EAGERLY INFLICT
YOU PAINS...
[ BEEP ]

284
00:09:08,882 --> 00:09:16,354
>> Wildmutt: [ SNIFFING ]
>> Zombozo: ...WHERE PAINTED
FACES DANCE AND SING.

285
00:09:16,356 --> 00:09:19,224
>> Zombozo: ...WHERE PAINTED
FACES DANCE AND SING.
>> Wildmutt: [ GRUNTING ]

286
00:09:19,226 --> 00:09:20,559
FACES DANCE AND SING.
>> Wildmutt: [ GRUNTING ]
[ GROWLS ]

287
00:09:20,561 --> 00:09:22,327
>> Wildmutt: [ GRUNTING ]
[ GROWLS ]
[ OMNITRIX POWERS DOWN ]

288
00:09:22,329 --> 00:09:24,195
[ GROWLS ]
[ OMNITRIX POWERS DOWN ]
>> Ben: GRRRRR!

289
00:09:24,197 --> 00:09:26,698
[ OMNITRIX POWERS DOWN ]
>> Ben: GRRRRR!
[ SPITS ]

290
00:09:26,700 --> 00:09:27,699
>> Ben: GRRRRR!
[ SPITS ]
>> Both: JERRY FROM

291
00:09:27,701 --> 00:09:29,367
[ SPITS ]
>> Both: JERRY FROM
INHUMAN RESOURCES?!

292
00:09:29,369 --> 00:09:30,835
>> Both: JERRY FROM
INHUMAN RESOURCES?!
>> Max: THAT WOULD EXPLAIN WHY I

293
00:09:30,837 --> 00:09:32,304
INHUMAN RESOURCES?!
>> Max: THAT WOULD EXPLAIN WHY I
HAVEN'T GOTTEN MY PAYCHECK IN SO

294
00:09:32,306 --> 00:09:32,704
>> Max: THAT WOULD EXPLAIN WHY I
HAVEN'T GOTTEN MY PAYCHECK IN SO
LONG.

295
00:09:32,706 --> 00:09:34,139
HAVEN'T GOTTEN MY PAYCHECK IN SO
LONG.
>> Ben: PLUMBER HQ REALLY NEEDS

296
00:09:34,141 --> 00:09:35,307
LONG.
>> Ben: PLUMBER HQ REALLY NEEDS
TO WORK ON ITS SECURITY,

297
00:09:35,309 --> 00:09:36,141
>> Ben: PLUMBER HQ REALLY NEEDS
TO WORK ON ITS SECURITY,
GRANDPA.

298
00:09:36,143 --> 00:09:51,256
>> Zombie Clowns: COME ONE...
COME ALL.
COME ONE...COME ALL.

299
00:09:51,258 --> 00:09:51,923
COME ALL.
COME ONE...COME ALL.
>> Ben: AAH!

300
00:09:51,925 --> 00:09:52,924
COME ONE...COME ALL.
>> Ben: AAH!
IT'S THE ZOMBIE-CLOWN

301
00:09:52,926 --> 00:09:55,026
>> Ben: AAH!
IT'S THE ZOMBIE-CLOWN
"APOCALYPSE NOW"!

302
00:09:55,028 --> 00:09:57,562
IT'S THE ZOMBIE-CLOWN
"APOCALYPSE NOW"!
[ ZOMBIE CLOWNS GRUNT ]

303
00:09:57,564 --> 00:09:59,230
"APOCALYPSE NOW"!
[ ZOMBIE CLOWNS GRUNT ]
[ TIRES SQUEALING ]

304
00:09:59,232 --> 00:10:08,006
NOT FUNNY, PEOPLE!
WHOA!

305
00:10:08,008 --> 00:10:13,845
[ TIRES SCREECH ]
AAH!

306
00:10:13,847 --> 00:10:18,283
OKAY, THAT <i>WAS</i> A LITTLE BIT
FUNNY.

307
00:10:18,285 --> 00:10:24,956
BACK TO NOT BEING FUNNY!
[ TIRES SCREECH ]
>> Big Chill: WHEW.

308
00:10:24,958 --> 00:10:26,558
[ TIRES SCREECH ]
>> Big Chill: WHEW.
THAT WAS CLOSE.

309
00:10:26,560 --> 00:10:27,859
>> Big Chill: WHEW.
THAT WAS CLOSE.
[ ZOMBIE CLOWNS GRUNTING ]

310
00:10:27,861 --> 00:10:29,594
THAT WAS CLOSE.
[ ZOMBIE CLOWNS GRUNTING ]
[ PEOPLE SCREAMING ]

311
00:10:29,596 --> 00:10:30,095
[ ZOMBIE CLOWNS GRUNTING ]
[ PEOPLE SCREAMING ]
HUH.

312
00:10:30,097 --> 00:10:32,197
[ PEOPLE SCREAMING ]
HUH.
BEING FRIGHTENED BY A ZOMBIE

313
00:10:32,199 --> 00:10:34,366
HUH.
BEING FRIGHTENED BY A ZOMBIE
CLOWN DOESN'T TURN YOU <i>INTO</i> A

314
00:10:34,368 --> 00:10:35,800
BEING FRIGHTENED BY A ZOMBIE
CLOWN DOESN'T TURN YOU <i>INTO</i> A
ZOMBIE CLOWN?

315
00:10:35,802 --> 00:10:39,404
CLOWN DOESN'T TURN YOU <i>INTO</i> A
ZOMBIE CLOWN?
SO MUCH FOR <i>THAT</i> THEORY.

316
00:10:39,406 --> 00:10:40,972
ZOMBIE CLOWN?
SO MUCH FOR <i>THAT</i> THEORY.
[ OMNITRIX POWERS DOWN ]

317
00:10:40,974 --> 00:10:42,574
SO MUCH FOR <i>THAT</i> THEORY.
[ OMNITRIX POWERS DOWN ]
[ ICE CRACKLING ]

318
00:10:42,576 --> 00:10:44,643
[ OMNITRIX POWERS DOWN ]
[ ICE CRACKLING ]
>> Ben: YOU GUYS STAY COOL, NOW.

319
00:10:44,645 --> 00:10:45,877
[ ICE CRACKLING ]
>> Ben: YOU GUYS STAY COOL, NOW.
HEH. GET IT?

320
00:10:45,879 --> 00:10:47,379
>> Ben: YOU GUYS STAY COOL, NOW.
HEH. GET IT?
'CAUSE OF THE COLD?

321
00:10:47,381 --> 00:10:48,713
HEH. GET IT?
'CAUSE OF THE COLD?
AW, ZOMBIE CLOWNS HAVE NO SENSE

322
00:10:48,715 --> 00:10:49,547
'CAUSE OF THE COLD?
AW, ZOMBIE CLOWNS HAVE NO SENSE
OF HUMOR.

323
00:10:49,549 --> 00:10:58,990
HUH?
HMM.

324
00:10:58,992 --> 00:11:06,998
>> Driba: IT'S MOST DEFINITELY
AN AIRBORNE VIRUS.
>> Blukic: NO, IT ISN'T.

325
00:11:07,000 --> 00:11:08,667
AN AIRBORNE VIRUS.
>> Blukic: NO, IT ISN'T.
>> Driba: YES, IT IS!

326
00:11:08,669 --> 00:11:10,201
>> Blukic: NO, IT ISN'T.
>> Driba: YES, IT IS!
>> Blukic: IF IT WERE AIRBORNE,

327
00:11:10,203 --> 00:11:12,037
>> Driba: YES, IT IS!
>> Blukic: IF IT WERE AIRBORNE,
ROOK WOULD BE A ZOMBIE TRAPEZE

328
00:11:12,039 --> 00:11:14,039
>> Blukic: IF IT WERE AIRBORNE,
ROOK WOULD BE A ZOMBIE TRAPEZE
ARTIST, NOT A ZOMBIE CLOWN.

329
00:11:14,041 --> 00:11:15,073
ROOK WOULD BE A ZOMBIE TRAPEZE
ARTIST, NOT A ZOMBIE CLOWN.
[ TEETH CHATTERING ]

330
00:11:15,075 --> 00:11:15,540
ARTIST, NOT A ZOMBIE CLOWN.
[ TEETH CHATTERING ]
>> Driba: HM.

331
00:11:15,542 --> 00:11:16,708
[ TEETH CHATTERING ]
>> Driba: HM.
I CERTAINLY CAN'T ARGUE WITH

332
00:11:16,710 --> 00:11:17,275
>> Driba: HM.
I CERTAINLY CAN'T ARGUE WITH
<i>THAT</i> LOGIC.

333
00:11:17,277 --> 00:11:18,276
I CERTAINLY CAN'T ARGUE WITH
<i>THAT</i> LOGIC.
>> Blukic: YES, YOU CAN.

334
00:11:18,278 --> 00:11:19,210
<i>THAT</i> LOGIC.
>> Blukic: YES, YOU CAN.
>> Driba: NO, I CAN'T.

335
00:11:19,212 --> 00:11:19,878
>> Blukic: YES, YOU CAN.
>> Driba: NO, I CAN'T.
>> Blukic: CAN.

336
00:11:19,880 --> 00:11:20,612
>> Driba: NO, I CAN'T.
>> Blukic: CAN.
>> Driba: CAN'T!

337
00:11:20,614 --> 00:11:21,946
>> Blukic: CAN.
>> Driba: CAN'T!
[ CHOMP ]

338
00:11:21,948 --> 00:11:28,219
>> Blukic: [ GASPS ]
[ TEETH CHATTERING ]
>> Driba: I WAS RIGHT!

339
00:11:28,221 --> 00:11:29,554
[ TEETH CHATTERING ]
>> Driba: I WAS RIGHT!
IT   <i>WA</i>AIRBORNE!

340
00:11:29,556 --> 00:11:31,389
>> Driba: I WAS RIGHT!
IT   <i>WA</i>AIRBORNE!
IN A MANNER OF SPEAKING.

341
00:11:31,391 --> 00:11:32,524
IT   <i>WA</i>AIRBORNE!
IN A MANNER OF SPEAKING.
AAAH!

342
00:11:32,526 --> 00:11:33,224
IN A MANNER OF SPEAKING.
AAAH!
[ CRASH ]

343
00:11:33,226 --> 00:11:34,125
AAAH!
[ CRASH ]
>> Blukic: [ Monotone ] COME

344
00:11:34,127 --> 00:11:37,962
[ CRASH ]
>> Blukic: [ Monotone ] COME
ONE...COME ALL.

345
00:11:37,964 --> 00:11:39,130
>> Blukic: [ Monotone ] COME
ONE...COME ALL.
>> Driba: OHHH!

346
00:11:39,132 --> 00:11:40,098
ONE...COME ALL.
>> Driba: OHHH!
HELP!

347
00:11:40,100 --> 00:11:42,634
>> Driba: OHHH!
HELP!
BLUKIC!

348
00:11:42,636 --> 00:11:43,435
HELP!
BLUKIC!
[ THUD ]

349
00:11:43,437 --> 00:11:45,036
BLUKIC!
[ THUD ]
[ HORN HONKING ]

350
00:11:45,038 --> 00:11:45,603
[ THUD ]
[ HORN HONKING ]
[ CHOMP ]

351
00:11:45,605 --> 00:11:49,774
[ HORN HONKING ]
[ CHOMP ]
>> Blukic: COME ONE...COME ALL.

352
00:11:49,776 --> 00:11:50,875
[ CHOMP ]
>> Blukic: COME ONE...COME ALL.
>> Driba: [ Monotone ] DON'T

353
00:11:50,877 --> 00:11:52,410
>> Blukic: COME ONE...COME ALL.
>> Driba: [ Monotone ] DON'T
COME ONE!

354
00:11:52,412 --> 00:11:54,479
>> Driba: [ Monotone ] DON'T
COME ONE!
DON'T COME ALL!

355
00:11:54,481 --> 00:12:11,262
[ TIRES SCREECH ]
>> Acid Breath: <i>LADIES AND</i>
<i>GENTLEMEN!</i>

356
00:12:11,264 --> 00:12:14,566
>> Acid Breath: <i>LADIES AND</i>
<i>GENTLEMEN!</i>
<i>WELCOME THE ONE AND ONLY</i>

357
00:12:14,568 --> 00:12:16,935
<i>GENTLEMEN!</i>
<i>WELCOME THE ONE AND ONLY</i>
<i>BEN 10!</i>

358
00:12:16,937 --> 00:12:20,071
<i>WELCOME THE ONE AND ONLY</i>
<i>BEN 10!</i>
<i>IN HIS FINAL APPEARANCE!</i>

359
00:12:20,073 --> 00:12:21,906
<i>BEN 10!</i>
<i>IN HIS FINAL APPEARANCE!</i>
<i>[ CHEERS AND APPLAUSE ]</i>

360
00:12:21,908 --> 00:12:31,382
<i>>> Ben: LET ME GUESS -- HE'S IN</i>
<i>THERE?</i>
<i>YOU'RE SLACKING OFF, ZOMBOZO!</i>

361
00:12:31,384 --> 00:12:32,851
<i>THERE?</i>
<i>YOU'RE SLACKING OFF, ZOMBOZO!</i>
<i>FEEDING ON FEAR?</i>

362
00:12:32,853 --> 00:12:34,085
<i>YOU'RE SLACKING OFF, ZOMBOZO!</i>
<i>FEEDING ON FEAR?</i>
<i>TURNING PEOPLE INTO ZOMBIE</i>

363
00:12:34,087 --> 00:12:34,953
<i>FEEDING ON FEAR?</i>
<i>TURNING PEOPLE INTO ZOMBIE</i>
<i>CLOWNS?</i>

364
00:12:34,955 --> 00:12:36,121
<i>TURNING PEOPLE INTO ZOMBIE</i>
<i>CLOWNS?</i>
<i>IT'S LIKE YOU'RE NOT EVEN</i>

365
00:12:36,123 --> 00:12:36,588
<i>CLOWNS?</i>
<i>IT'S LIKE YOU'RE NOT EVEN</i>
<i>TRYING!</i>

366
00:12:36,590 --> 00:12:37,288
<i>IT'S LIKE YOU'RE NOT EVEN</i>
<i>TRYING!</i>
<i>[ BEEP ]</i>

367
00:12:37,290 --> 00:12:39,124
<i>TRYING!</i>
<i>[ BEEP ]</i>
<i>>> Acid Breath: WHICH ALIEN WILL</i>

368
00:12:39,126 --> 00:12:41,626
<i>[ BEEP ]</i>
<i>>> Acid Breath: WHICH ALIEN WILL</i>
<i>HE BECOME, FOLKS?</i>

369
00:12:41,628 --> 00:12:45,396
<i>>> Acid Breath: WHICH ALIEN WILL</i>
<i>HE BECOME, FOLKS?</i>
<i>OH, THE SUSPENSE IS KILLING ME.</i>

370
00:12:45,398 --> 00:12:51,469
<i>>> Rath: [ ROARS ]</i>
<i>[ AUDIENCE CHEERING ]</i>

371
00:12:51,471 --> 00:13:00,478
<i>LEMME TELL YA SOMETHIN',</i>
<i>OMNITRIX!</i>
<i>RATH DOES NOT APPRECIATE YOUR</i>

372
00:13:00,480 --> 00:13:01,679
<i>OMNITRIX!</i>
<i>RATH DOES NOT APPRECIATE YOUR</i>
<i>SENSE OF IRONY!</i>

373
00:13:01,681 --> 00:13:03,815
<i>RATH DOES NOT APPRECIATE YOUR</i>
<i>SENSE OF IRONY!</i>
<i>[ ZOMBIE CLOWNS MOANING ]</i>

374
00:13:03,817 --> 00:13:05,083
<i>SENSE OF IRONY!</i>
<i>[ ZOMBIE CLOWNS MOANING ]</i>
<i>>> Max: STUN SETTINGS ONLY!</i>

375
00:13:05,085 --> 00:13:06,684
<i>[ ZOMBIE CLOWNS MOANING ]</i>
<i>>> Max: STUN SETTINGS ONLY!</i>
<i>WE CAN'T HARM OUR OWN!</i>

376
00:13:06,686 --> 00:13:17,095
<i>>> Zombie Clowns: COME ONE...</i>
<i>COME ALL.</i>
<i>COME ONE...COME ALL.</i>

377
00:13:17,097 --> 00:13:20,765
<i>COME ALL.</i>
<i>COME ONE...COME ALL.</i>
<i>COME ONE...COME ALL.</i>

378
00:13:20,767 --> 00:13:22,066
<i>COME ONE...COME ALL.</i>
<i>COME ONE...COME ALL.</i>
<i>>> Max: WE HAVE TO GET THEM</i>

379
00:13:22,068 --> 00:13:23,368
<i>COME ONE...COME ALL.</i>
<i>>> Max: WE HAVE TO GET THEM</i>
<i>CONTAINED BEFORE THEY TURN</i>

380
00:13:23,370 --> 00:13:24,669
<i>>> Max: WE HAVE TO GET THEM</i>
<i>CONTAINED BEFORE THEY TURN</i>
<i>EVERYONE IN BELLWOOD INTO A</i>

381
00:13:24,671 --> 00:13:25,837
<i>CONTAINED BEFORE THEY TURN</i>
<i>EVERYONE IN BELLWOOD INTO A</i>
<i>ZOMBIE CLOWN!</i>

382
00:13:25,839 --> 00:13:27,906
<i>EVERYONE IN BELLWOOD INTO A</i>
<i>ZOMBIE CLOWN!</i>
<i>>> Frightwig: UP, YOU BEAST!</i>

383
00:13:27,908 --> 00:13:29,040
<i>ZOMBIE CLOWN!</i>
<i>>> Frightwig: UP, YOU BEAST!</i>
<i>UP!</i>

384
00:13:29,042 --> 00:13:30,008
<i>>> Frightwig: UP, YOU BEAST!</i>
<i>UP!</i>
<i>HAH!</i>

385
00:13:30,010 --> 00:13:31,709
<i>UP!</i>
<i>HAH!</i>
<i>>> Rath: WHATTA -- AAH!</i>

386
00:13:31,711 --> 00:13:33,444
<i>HAH!</i>
<i>>> Rath: WHATTA -- AAH!</i>
<i>LEMME TELL YA SOMETHIN', CRAZY</i>

387
00:13:33,446 --> 00:13:35,213
<i>>> Rath: WHATTA -- AAH!</i>
<i>LEMME TELL YA SOMETHIN', CRAZY</i>
<i>LADY WHO'S MAKIN' RATH RIDE A</i>

388
00:13:35,215 --> 00:13:35,947
<i>LEMME TELL YA SOMETHIN', CRAZY</i>
<i>LADY WHO'S MAKIN' RATH RIDE A</i>
<i>UNICYCLE!</i>

389
00:13:35,949 --> 00:13:37,782
<i>LADY WHO'S MAKIN' RATH RIDE A</i>
<i>UNICYCLE!</i>
<i>RATH DOESN'T KNOW HOW TO RIDE A</i>

390
00:13:37,784 --> 00:13:38,550
<i>UNICYCLE!</i>
<i>RATH DOESN'T KNOW HOW TO RIDE A</i>
<i>UNICYCLE!</i>

391
00:13:38,552 --> 00:13:40,385
<i>RATH DOESN'T KNOW HOW TO RIDE A</i>
<i>UNICYCLE!</i>
<i>[ CHEERS AND APPLAUSE ]</i>

392
00:13:40,387 --> 00:13:48,259
<i>AAAH!</i>
<i>DAAAH!</i>
<i>WHOA!</i>

393
00:13:48,261 --> 00:13:49,394
<i>DAAAH!</i>
<i>WHOA!</i>
<i>>> Frightwig: [ SNICKERS ]</i>

394
00:13:49,396 --> 00:13:50,962
<i>WHOA!</i>
<i>>> Frightwig: [ SNICKERS ]</i>
<i>NOW JUMP!</i>

395
00:13:50,964 --> 00:13:52,697
<i>>> Frightwig: [ SNICKERS ]</i>
<i>NOW JUMP!</i>
<i>JUMP, I SAY!</i>

396
00:13:52,699 --> 00:13:53,531
<i>NOW JUMP!</i>
<i>JUMP, I SAY!</i>
<i>>> Rath: [ ROARS ]</i>

397
00:13:53,533 --> 00:13:55,133
<i>JUMP, I SAY!</i>
<i>>> Rath: [ ROARS ]</i>
<i>RATH DOESN'T CARE WHAT YOU SAY!</i>

398
00:13:55,135 --> 00:13:56,868
<i>>> Rath: [ ROARS ]</i>
<i>RATH DOESN'T CARE WHAT YOU SAY!</i>
<i>[ ROARS ]</i>

399
00:13:56,870 --> 00:13:58,736
<i>RATH DOESN'T CARE WHAT YOU SAY!</i>
<i>[ ROARS ]</i>
<i>[ GRUNTING ]</i>

400
00:13:58,738 --> 00:14:01,973
<i>[ ROARS ]</i>
<i>[ GRUNTING ]</i>
<i>[ CHEERS AND APPLAUSE ]</i>

401
00:14:01,975 --> 00:14:03,208
<i>[ GRUNTING ]</i>
<i>[ CHEERS AND APPLAUSE ]</i>
<i>LEMME TELL YA SOMETHIN',</i>

402
00:14:03,210 --> 00:14:04,409
<i>[ CHEERS AND APPLAUSE ]</i>
<i>LEMME TELL YA SOMETHIN',</i>
<i>LADIES AND GENTLEMEN AND</i>

403
00:14:04,411 --> 00:14:05,510
<i>LEMME TELL YA SOMETHIN',</i>
<i>LADIES AND GENTLEMEN AND</i>
<i>CHILDREN OF ALL AGES!</i>

404
00:14:05,512 --> 00:14:06,644
<i>LADIES AND GENTLEMEN AND</i>
<i>CHILDREN OF ALL AGES!</i>
<i>RATH IS GONNA --</i>

405
00:14:06,646 --> 00:14:08,479
<i>CHILDREN OF ALL AGES!</i>
<i>RATH IS GONNA --</i>
<i>[ GARBLED SPEAKING ]</i>

406
00:14:08,481 --> 00:14:15,186
<i>[ CHEERS AND APPLAUSE ]</i>
<i>[ ROARS ]</i>
<i>>> Frightwig: [ SCREAMING ]</i>

407
00:14:15,188 --> 00:14:22,493
<i>[ THUD ]</i>
<i>[ CHEERS AND APPLAUSE ]</i>
<i>>> Rath: THANK YOU! THANK YOU!</i>

408
00:14:22,495 --> 00:14:24,996
<i>[ CHEERS AND APPLAUSE ]</i>
<i>>> Rath: THANK YOU! THANK YOU!</i>
<i>OOF!</i>

409
00:14:24,998 --> 00:14:26,431
<i>>> Rath: THANK YOU! THANK YOU!</i>
<i>OOF!</i>
<i>ALL RIGHT, WHICH ONE OF YOU</i>

410
00:14:26,433 --> 00:14:27,999
<i>OOF!</i>
<i>ALL RIGHT, WHICH ONE OF YOU</i>
<i>COWARDS IS THROWIN' TOMATOES --</i>

411
00:14:28,001 --> 00:14:30,435
<i>ALL RIGHT, WHICH ONE OF YOU</i>
<i>COWARDS IS THROWIN' TOMATOES --</i>
<i>ER, BOWLING BALLS AT RATH?!</i>

412
00:14:30,437 --> 00:14:36,441
<i>NOW, YOU LISTEN TO ME, GUY WITH</i>
<i>A GIANT THUMBNAIL ON HIS HEAD!</i>

413
00:14:36,443 --> 00:14:38,910
<i>A GIANT THUMBNAIL ON HIS HEAD!</i>
<i>RATH IS GONNA FILE, BUFF, AND</i>

414
00:14:38,912 --> 00:14:40,078
<i>RATH IS GONNA FILE, BUFF, AND</i>
<i>PUT A NICE BASE COAT --</i>

415
00:14:40,080 --> 00:14:41,112
<i>PUT A NICE BASE COAT --</i>
<i>[ GRUNTS ]</i>

416
00:14:41,114 --> 00:14:44,415
<i>[ GRUNTS ]</i>
<i>[ CHEERS AND APPLAUSE ]</i>

417
00:14:44,417 --> 00:14:45,283
<i>[ CHEERS AND APPLAUSE ]</i>
<i>[ CAR ALARM WAILING ]</i>

418
00:14:45,285 --> 00:14:47,452
<i>[ CAR ALARM WAILING ]</i>
<i>[ ELEPHANT TRUMPETS ]</i>

419
00:14:47,454 --> 00:14:53,191
<i>>> Thumbskull: [ Muffled ] UH...</i>
<i>I-I'M ALL RIGHT.</i>
<i>[ CHEERS AND APPLAUSE ]</i>

420
00:14:53,193 --> 00:14:55,093
<i>I-I'M ALL RIGHT.</i>
<i>[ CHEERS AND APPLAUSE ]</i>
<i>>> Acid Breath: [ HISSES ]</i>

421
00:14:55,095 --> 00:15:08,907
<i>>> Rath: HEY, MYSTERIOUS GREEN</i>
<i>CLOUD OF PAINFUL ACIDIC GAS</i>
<i>THAT'S EATING AWAY AT RATH'S</i>

422
00:15:08,909 --> 00:15:12,377
<i>CLOUD OF PAINFUL ACIDIC GAS</i>
<i>THAT'S EATING AWAY AT RATH'S</i>
<i>NASAL PASSAGES EVEN AS WE SPEAK!</i>

423
00:15:12,379 --> 00:15:15,513
<i>THAT'S EATING AWAY AT RATH'S</i>
<i>NASAL PASSAGES EVEN AS WE SPEAK!</i>
<i>LEWODAN ELBOW DROP!</i>

424
00:15:15,515 --> 00:15:16,547
<i>NASAL PASSAGES EVEN AS WE SPEAK!</i>
<i>LEWODAN ELBOW DROP!</i>
<i>WHOA!</i>

425
00:15:16,549 --> 00:15:19,918
<i>LEWODAN ELBOW DROP!</i>
<i>WHOA!</i>
<i>[ CHEERS AND APPLAUSE ]</i>

426
00:15:19,920 --> 00:15:21,085
<i>WHOA!</i>
<i>[ CHEERS AND APPLAUSE ]</i>
<i>WHOA!</i>

427
00:15:21,087 --> 00:15:21,986
<i>[ CHEERS AND APPLAUSE ]</i>
<i>WHOA!</i>
<i>WHOA!</i>

428
00:15:21,988 --> 00:15:23,755
<i>WHOA!</i>
<i>WHOA!</i>
<i>AH, RATH IS NOT GONNA --</i>

429
00:15:23,757 --> 00:15:24,389
<i>WHOA!</i>
<i>AH, RATH IS NOT GONNA --</i>
<i>[ BOING ]</i>

430
00:15:24,391 --> 00:15:26,024
<i>AH, RATH IS NOT GONNA --</i>
<i>[ BOING ]</i>
<i>ONE THING'S FOR SURE, MISTER --</i>

431
00:15:26,026 --> 00:15:26,557
<i>[ BOING ]</i>
<i>ONE THING'S FOR SURE, MISTER --</i>
<i>[ BOING ]</i>

432
00:15:26,559 --> 00:15:28,393
<i>ONE THING'S FOR SURE, MISTER --</i>
<i>[ BOING ]</i>
<i>[ RETCHES ] YOGURT!</i>

433
00:15:28,395 --> 00:15:35,533
<i>>> Acid Breath: [ HISSES ]</i>
<i>>> Rath: YOU THINK THIS IS</i>
<i>OVER?!</i>

434
00:15:35,535 --> 00:15:37,502
<i>>> Rath: YOU THINK THIS IS</i>
<i>OVER?!</i>
<i>NOT BY A LONG SHOT!</i>

435
00:15:37,504 --> 00:15:42,540
<i>AAAAAAAH!</i>
<i>[ CHEERS AND APPLAUSE ]</i>

436
00:15:42,542 --> 00:15:54,919
<i>[ CHATTERING ]</i>
<i>[ AUDIENCE SCREAMING ]</i>
<i>>> Ben: [ Dazed ] I DO NOT</i>

437
00:15:54,921 --> 00:15:56,587
<i>[ AUDIENCE SCREAMING ]</i>
<i>>> Ben: [ Dazed ] I DO NOT</i>
<i>RECOMMEND LANDING ON THE RING</i>

438
00:15:56,589 --> 00:15:57,121
<i>>> Ben: [ Dazed ] I DO NOT</i>
<i>RECOMMEND LANDING ON THE RING</i>
<i>TOSS.</i>

439
00:15:57,123 --> 00:15:58,723
<i>RECOMMEND LANDING ON THE RING</i>
<i>TOSS.</i>
<i>[ SCREAMING CONTINUES ]</i>

440
00:15:58,725 --> 00:15:59,757
<i>TOSS.</i>
<i>[ SCREAMING CONTINUES ]</i>
<i>>> Audience: [ Monotone ] COME</i>

441
00:15:59,759 --> 00:16:02,827
<i>[ SCREAMING CONTINUES ]</i>
<i>>> Audience: [ Monotone ] COME</i>
<i>ONE...COME ALL.</i>

442
00:16:02,829 --> 00:16:05,863
<i>>> Audience: [ Monotone ] COME</i>
<i>ONE...COME ALL.</i>
<i>>> Ben: OH, COME ON!</i>

443
00:16:05,865 --> 00:16:07,699
<i>ONE...COME ALL.</i>
<i>>> Ben: OH, COME ON!</i>
<i>[ SCREAMING CONTINUES ]</i>

444
00:16:07,701 --> 00:16:14,806
<i>SEE, THIS IS JUST THE KIND OF</i>
<i>THING THAT MAKES PEOPLE HATE</i>
<i>CLOWNS.</i>

445
00:16:14,808 --> 00:16:19,143
<i>[ AUDIENCE SCREAMING ]</i>

446
00:16:19,145 --> 00:16:22,880
<i>[ CHATTERING ]</i>
<i>[ CHOMP ]</i>

447
00:16:22,882 --> 00:16:26,417
<i>[ CHOMP ]</i>

448
00:16:26,419 --> 00:16:29,921
<i>>> AAAAAAAAAAAH!</i>

449
00:16:29,923 --> 00:16:37,061
<i>>> Zombozo: IT'S WORKING.</i>
<i>[ BEEP ]</i>
<i>>> Ben: WHERE'S DITTO?</i>

450
00:16:37,063 --> 00:16:37,895
<i>[ BEEP ]</i>
<i>>> Ben: WHERE'S DITTO?</i>
<i>OR ECHO ECHO?</i>

451
00:16:37,897 --> 00:16:38,997
<i>>> Ben: WHERE'S DITTO?</i>
<i>OR ECHO ECHO?</i>
<i>SOMEBODY THAT CAN TAKE ON A</i>

452
00:16:38,999 --> 00:16:39,831
<i>OR ECHO ECHO?</i>
<i>SOMEBODY THAT CAN TAKE ON A</i>
<i>WHOLE CROWD AT ONCE!</i>

453
00:16:39,833 --> 00:16:40,999
<i>SOMEBODY THAT CAN TAKE ON A</i>
<i>WHOLE CROWD AT ONCE!</i>
<i>[ BEEP ]</i>

454
00:16:41,001 --> 00:16:53,511
<i>>> Frankenstrike: HUH?</i>
<i>FRANKENSTRIKE?</i>
<i>AGAINST A WHOLE MOB OF ZOMBIE</i>

455
00:16:53,513 --> 00:16:54,779
<i>FRANKENSTRIKE?</i>
<i>AGAINST A WHOLE MOB OF ZOMBIE</i>
<i>CLOWNS?</i>

456
00:16:54,781 --> 00:16:56,381
<i>AGAINST A WHOLE MOB OF ZOMBIE</i>
<i>CLOWNS?</i>
<i>YEAH, OKAY.</i>

457
00:16:56,383 --> 00:17:01,352
<i>[ ZOMBIE CLOWNS HISSING ]</i>
<i>[ GRUNTING ]</i>

458
00:17:01,354 --> 00:17:05,523
<i>[ ZOMBIE CLOWNS MOANING ]</i>

459
00:17:05,525 --> 00:17:10,828
<i>REALLY?</i>

460
00:17:10,830 --> 00:17:22,073
<i>GRANDPA!</i>
<i>>> Max: BEN!</i>
<i>IT'S A GOOD THING YOU AREN'T</i>

461
00:17:22,075 --> 00:17:23,474
<i>>> Max: BEN!</i>
<i>IT'S A GOOD THING YOU AREN'T</i>
<i>AFRAID OF CLOWNS ANYMORE.</i>

462
00:17:23,476 --> 00:17:25,043
<i>IT'S A GOOD THING YOU AREN'T</i>
<i>AFRAID OF CLOWNS ANYMORE.</i>
<i>>> Frankenstrike: I NEVER WAS!</i>

463
00:17:25,045 --> 00:17:26,377
<i>AFRAID OF CLOWNS ANYMORE.</i>
<i>>> Frankenstrike: I NEVER WAS!</i>
<i>>> AAAAAH!</i>

464
00:17:26,379 --> 00:17:33,384
<i>>> Zombozo: [ GRUNTS ANGRILY ]</i>
<i>GAH!</i>
<i>I NEED</i> <i>EVERYONE'S</i> FEAR TO REGAIN

465
00:17:33,386 --> 00:17:34,919
<i>GAH!</i>
<i>I NEED</i> <i>EVERYONE'S</i> FEAR TO REGAIN
MY FULL POWER!

466
00:17:34,921 --> 00:17:41,359
>> Frightwig: AAAH!
[ GROANS ]
>> Frankenstrike: YOU REALLY

467
00:17:41,361 --> 00:17:42,360
[ GROANS ]
>> Frankenstrike: YOU REALLY
SHOULD DO SOMETHING ABOUT THOSE

468
00:17:42,362 --> 00:17:43,361
>> Frankenstrike: YOU REALLY
SHOULD DO SOMETHING ABOUT THOSE
SPLIT ENDS.

469
00:17:43,363 --> 00:17:47,165
SHOULD DO SOMETHING ABOUT THOSE
SPLIT ENDS.
>> Acid Breath: HEY, BOLT BOY.

470
00:17:47,167 --> 00:17:50,902
SPLIT ENDS.
>> Acid Breath: HEY, BOLT BOY.
SSSHOW ME WHATCHA GOT.

471
00:17:50,904 --> 00:18:00,478
>> Frankenstrike: [ GAGGING ]
OHH.
SMELLS ALMOST AS BAD AS

472
00:18:00,480 --> 00:18:02,180
OHH.
SMELLS ALMOST AS BAD AS
GRANDPA MAX'S COOKING.

473
00:18:02,182 --> 00:18:03,014
SMELLS ALMOST AS BAD AS
GRANDPA MAX'S COOKING.
>> Max: HEY!

474
00:18:03,016 --> 00:18:09,020
>> Frankenstrike: OPEN WIDE AND
SAY "AH!"

475
00:18:09,022 --> 00:18:20,865
THAT'S TWO DOWN, ONE TO --
UNH!
UNGH!

476
00:18:20,867 --> 00:18:22,700
UNH!
UNGH!
>> Thumbskull: [ CHUCKLES ]

477
00:18:22,702 --> 00:18:34,378
>> Frankenstrike: [ SHOUTS ]
>> Thumbskull: BOSS NEEDS
<i>EVERYONE'S</i> FEAR.

478
00:18:34,380 --> 00:18:37,582
>> Thumbskull: BOSS NEEDS
<i>EVERYONE'S</i> FEAR.
ESPECIALLY YOURS, BEN 10.

479
00:18:37,584 --> 00:18:50,394
[ BELL CLANGS ]
OOF!
[ CHUCKLES ]

480
00:18:50,396 --> 00:18:57,602
[ GROANS ]
>> Frankenstrike: UNLESS YOU'VE
GOT A COLORFUL BIRD WITH A CRAZY

481
00:18:57,604 --> 00:18:59,737
>> Frankenstrike: UNLESS YOU'VE
GOT A COLORFUL BIRD WITH A CRAZY
TAIL AROUND, YOUR BOSS IS OUT OF

482
00:18:59,739 --> 00:19:01,873
GOT A COLORFUL BIRD WITH A CRAZY
TAIL AROUND, YOUR BOSS IS OUT OF
LUCK GETTING ANY FEAR FROM ME!

483
00:19:01,875 --> 00:19:06,010
[ CHOMP ]
[ GASPS ] GRANDPA!

484
00:19:06,012 --> 00:19:13,351
>> Max: [ Monotone ] COME ONE...
COME ALL.
>> Frankenstrike: AAAAAAAA...

485
00:19:13,353 --> 00:19:14,785
COME ALL.
>> Frankenstrike: AAAAAAAA...
[ OMNITRIX POWERS DOWN ]

486
00:19:14,787 --> 00:19:16,954
>> Frankenstrike: AAAAAAAA...
[ OMNITRIX POWERS DOWN ]
>> Ben: ...AAAAAAAAAAAAAH!

487
00:19:16,956 --> 00:19:19,190
[ OMNITRIX POWERS DOWN ]
>> Ben: ...AAAAAAAAAAAAAH!
>> Young Ben: GRANDPA?

488
00:19:19,192 --> 00:19:20,491
>> Ben: ...AAAAAAAAAAAAAH!
>> Young Ben: GRANDPA?
GRANDPA.

489
00:19:20,493 --> 00:19:21,826
>> Young Ben: GRANDPA?
GRANDPA.
>> Max: READY FOR YOUR VERY

490
00:19:21,828 --> 00:19:23,227
GRANDPA.
>> Max: READY FOR YOUR VERY
FIRST TRIP TO THE CIRCUS, BEN?

491
00:19:23,229 --> 00:19:24,395
>> Max: READY FOR YOUR VERY
FIRST TRIP TO THE CIRCUS, BEN?
>> Young Ben: [ GASPS ]

492
00:19:24,397 --> 00:19:25,530
FIRST TRIP TO THE CIRCUS, BEN?
>> Young Ben: [ GASPS ]
AAAAAAAAA...

493
00:19:25,532 --> 00:19:27,632
>> Young Ben: [ GASPS ]
AAAAAAAAA...
>> Ben: ...AAAAAAAAAAAAAAH!

494
00:19:27,634 --> 00:19:29,700
AAAAAAAAA...
>> Ben: ...AAAAAAAAAAAAAAH!
[ WHIRRING ]

495
00:19:29,702 --> 00:19:32,170
>> Ben: ...AAAAAAAAAAAAAAH!
[ WHIRRING ]
>> Zombozo: YES!

496
00:19:32,172 --> 00:19:35,206
[ WHIRRING ]
>> Zombozo: YES!
>> Max: COME ONE...COME ALL.

497
00:19:35,208 --> 00:19:40,344
>> Zombozo: MISS ME?
>> Ben: [ SHRIEKS ]

498
00:19:40,346 --> 00:19:50,154
>> Zombozo: [ LAUGHS EVILLY ]
>> Eye Guy: EYE-YI-YI!
SO MANY ZOMBOZOS!

499
00:19:50,156 --> 00:19:52,657
>> Eye Guy: EYE-YI-YI!
SO MANY ZOMBOZOS!
[ WAILS ]

500
00:19:52,659 --> 00:19:55,593
SO MANY ZOMBOZOS!
[ WAILS ]
TOO MANY CLOWNS!

501
00:19:55,595 --> 00:19:57,428
[ WAILS ]
TOO MANY CLOWNS!
[ WAILING ]

502
00:19:57,430 --> 00:20:07,038
>> Zombozo: OOOOH.
<i>YOUR</i> FEAR IS DELICIOUS!

503
00:20:07,040 --> 00:20:10,541
[ LAUGHS EVILLY ]

504
00:20:10,543 --> 00:20:17,715
[ HISSING ]
[ GASPS ]
>> Toepick: STAY AWAY FROM ME!

505
00:20:17,717 --> 00:20:19,183
[ GASPS ]
>> Toepick: STAY AWAY FROM ME!
>> Zombozo: <i>YOU</i> STAY AWAY FROM

506
00:20:19,185 --> 00:20:20,618
>> Toepick: STAY AWAY FROM ME!
>> Zombozo: <i>YOU</i> STAY AWAY FROM
<i>ME!</i>

507
00:20:20,620 --> 00:20:21,519
>> Zombozo: <i>YOU</i> STAY AWAY FROM
<i>ME!</i>
<i>NO!</i>

508
00:20:21,521 --> 00:20:22,386
<i>ME!</i>
<i>NO!</i>
<i>NO!</i>

509
00:20:22,388 --> 00:20:24,522
<i>NO!</i>
<i>NO!</i>
<i>N-O-O-O-O-O-O-O-O-O-O!!</i>

510
00:20:24,524 --> 00:20:37,868
<i>[ ZOMBIE CLOWN GROANS FADING ]</i>
<i>[ CROWD GASPING ]</i>

511
00:20:37,870 --> 00:20:44,442
<i>>> Rook: WHA--</i>
<i>WHAT HAPPENED?</i>
<i>>> Blukic: YOU WERE INFECTED BY</i>

512
00:20:44,444 --> 00:20:46,143
<i>WHAT HAPPENED?</i>
<i>>> Blukic: YOU WERE INFECTED BY</i>
<i>A FEAR PATHOGEN THAT TURNED YOU</i>

513
00:20:46,145 --> 00:20:47,945
<i>>> Blukic: YOU WERE INFECTED BY</i>
<i>A FEAR PATHOGEN THAT TURNED YOU</i>
<i>INTO A CLOWN.</i>

514
00:20:47,947 --> 00:20:49,747
<i>A FEAR PATHOGEN THAT TURNED YOU</i>
<i>INTO A CLOWN.</i>
<i>>> Driba: A</i> <i>SAD</i> CLOWN.

515
00:20:49,749 --> 00:20:52,483
<i>INTO A CLOWN.</i>
<i>>> Driba: A</i> <i>SAD</i> CLOWN.
>> Blukic: A SAD <i>ZOMBIE</i> CLOWN.

516
00:20:52,485 --> 00:20:54,051
<i>>> Driba: A</i> <i>SAD</i> CLOWN.
>> Blukic: A SAD <i>ZOMBIE</i> CLOWN.
>> Driba: MORE TRAGIC THAN SAD,

517
00:20:54,053 --> 00:20:55,219
>> Blukic: A SAD <i>ZOMBIE</i> CLOWN.
>> Driba: MORE TRAGIC THAN SAD,
ALL THINGS CONSIDERED.

518
00:20:55,221 --> 00:20:56,721
>> Driba: MORE TRAGIC THAN SAD,
ALL THINGS CONSIDERED.
>> Rook: I DO NOT THINK I LIKE

519
00:20:56,723 --> 00:20:57,388
ALL THINGS CONSIDERED.
>> Rook: I DO NOT THINK I LIKE
THE CIRCUS.

520
00:20:57,390 --> 00:20:59,223
>> Rook: I DO NOT THINK I LIKE
THE CIRCUS.
>> Zombozo: [ BREATHES SHAKILY ]

521
00:20:59,225 --> 00:21:07,398
[ WHIMPERS ]
NO FAIR DEFEATING YOUR FEAR WITH
<i>MY</i> FEAR!

522
00:21:07,400 --> 00:21:08,899
NO FAIR DEFEATING YOUR FEAR WITH
<i>MY</i> FEAR!
CHEATER!

523
00:21:08,901 --> 00:21:10,234
<i>MY</i> FEAR!
CHEATER!
>> Acid Breath: HEH?

524
00:21:10,236 --> 00:21:11,836
CHEATER!
>> Acid Breath: HEH?
[ HISSES ]

525
00:21:11,838 --> 00:21:22,580
>> Zombozo: [ LAUGHS EVILLY ]
[ WEAPONS COCK ]
>> Toepick: AAAAAAAAAAAAAAAH!

526
00:21:22,582 --> 00:21:30,921
>> Ben: GRANDPA!
YOU'RE OKAY!
>> Max: NEVER WERE AFRAID OF

527
00:21:30,923 --> 00:21:32,089
YOU'RE OKAY!
>> Max: NEVER WERE AFRAID OF
CLOWNS, HUH?

528
00:21:32,091 --> 00:21:33,924
>> Max: NEVER WERE AFRAID OF
CLOWNS, HUH?
>> Ben: MAYBE JUST A <i>LITTLE</i> BIT.

529
00:21:33,926 --> 00:21:44,402
>> ♪ BEN 10

530
00:21:44,404 --> 00:21:49,307
♪ BEN 10

531
00:21:49,309 --> 00:21:56,580
♪ BEN 10

532
00:21:56,582 --> 00:22:01,385
♪ BEN 10