>> Ben: ALBEDO! STAY BACK, ROOK!
TAKE A LOOK AROUND, KHYBER. YOUR BUDDY ALBEDO HERE LOST. YOU'VE LOST.
>> Albedo: [ CACKLES ]
SHOW THEM!
SHOW THEM WHY IT IS THEY WHO
HAVE LOST!
>> Khyber: STAY BACK. YOUR LITTLE OLD GALVAN WOULDN'T HOLD UP TO ANY ROUGH PLAY.
>> [ SIGHS ]
ALBEDO, THIS IS JUST THE SORT OF
THING THAT GOT YOU FIRED.
>> Albedo: [ GRUNTS ]
>> Ben: WHAT'S THE GAME PLAN,
AZMUTH?
THE SMARTEST GUY IN THE GALAXY
MUST HAVE A THOUSAND CONTINGENCY
PLANS IN PLACE.
>> CONTINGENCY PLANS?
WHO HAS TIME TO WORRY ABOUT THAT
NONSENSE?
HURRY UP AND EXTRICATE ME!
>> Khyber: [ WHISTLES ]
>> [ GROWLING ]
>> Max: [ GRUNTS ]
>> Rook: [ GRUNTS ]
>> Ben: [ GRUNTS ]
>> Max: WHAT THE?!
>> Ben: THEY'RE DITTO PREDATORS.
>> Albedo: FIRST THINKER, I KNOW
YOU'RE WONDERING WHY I'VE
BROUGHT YOU HERE.
>> IF YOU'RE GOING TO GO INTO
DETAIL, FOR GOODNESS' SAKE, BE
BRIEF.
>> Albedo: FINE.
BRIEFLY, I HAVE BUILT A CEREBRAL
VORTEX.
I SHALL DRAIN OFF AZMUTH'S
MENTAL ABILITIES AND USE THEM TO
AUGMENT MY OWN ULTIMATE GALVAN
MIND.
WHY, WITH MY HYPER-EVOLVED BRAIN
COMBINED WITH AZMUTH'S...
>> Ben: YOU'LL BE ABOUT AS SMART
AS AZMUTH.
>> I'M AFRAID YOU HAVEN'T
THOUGHT THIS THROUGH THOROUGHLY.
>> Albedo: DON'T TALK DOWN TO
ME, FIRST THINKER.
OH.
AND I WASN'T FIRED.
I QUIT!
>> [ GROANING ]
>> ♪ BEN 10 >> ♪ HE'S A KID, AND HE WANTS TO HAVE FUN ♪
>> ♪ BUT WHEN YOU NEED A
SUPERHERO, HE GETS THE JOB
DONE ♪
>> ♪ BEN 10
>> ♪ WITH A DEVICE THAT HE WEARS
ON HIS ARM ♪
>> ♪ HE CAN CHANGE HIS SHAPE AND
SAVE THE WORLD FROM HARM ♪
>> ♪ WHEN TROUBLE'S TAKING
PLACE ♪
>> ♪ HE GETS RIGHT IN ITS FACE
>> ♪ BEN 10
>> ♪ WHEN LIVES ARE ON THE
LINE ♪
>> ♪ IT'S HERO TIME
>> ♪ BEN 10
>> [ GROANING ]
[ MACHINE BEEPS ] Hello? Is anybody out there? >> Albedo: THE TRANSFER WORKED!
NOW, WATCH AS I MAKE AZMUTH'S
INTELLIGENCE MINE.
>> Ben: AZMUTH?
>> Khyber: [ CHUCKLES ]
NOW, WHO WANTS A TREAT?
>> [ ROARS ]
>> Max: [ GRUNTS ]
HIS BODY'S STILL ALIVE.
>> [ ROARS ]
>> Rook: [ GRUNTING ]
[ BEEP ]
>> Albedo: [ GRUNTS ]
KHYBER! THE BRAIN!
>> [ ROARS ]
[ OMNITRIX POWERS DOWN ] >> [ CHUCKLING ] >> Ben: AZMUTH!
YOU'RE...OKAY?
>> [ CHUCKLES ]
PULL MY FINGER.
>> Max: NO, BEN.
THAT'S NOT AZMUTH TALKING --
JUST HIS PRE-BRAIN.
>> Rook: GALVANS HAVE A
SECONDARY BRAIN THAT HANDLES
BASIC BODILY FUNCTIONS.
>> Ben: YEAH, HOW BASIC ARE WE
TALKING HERE?
>> Max: IT MAKES BLUKIC AND
DRIBA LOOK LIKE GENIUSES.
>> PBHT! PBHT!
>> Ben: [ LAUGHS ]
I KIND OF LIKE THIS GUY.
>> Arctiguana: GIVE ME THAT BRAIN! >> [ ROARS ]
>> Ben: [ GRUNTS ]
>> [ ROARS ]
>> Ben: [ GRUNTS ]
[ GRUNTS ]
[ DOOR WHIRS ]
>> [ GROANS ]
[ CLANKING ]
>> Ben: HEY, AZMUTH IS BEATING
HIS HEAD AGAINST A WALL.
Do you think he's trying to tell
us something?
>> Rook: YES -- THAT HIS BRAIN
IS MISSING.
>> Max: STAY PUT UNTIL WE GET
THERE, BEN.
AND KEEP AZMUTH OUT OF TROUBLE
UNTIL WE CAN FIX HIM.
>> Ben: Maybe he knows how to
rebrain himself.
I'll set him next to this lab
stuff and see what he does.
[ COMMUNICATOR BEEPS ]
GO ON, BUDDY. MAKE ME PROUD.
[ CLANKING ]
[ MACHINE BEEPS ]
>> SELF-DESTRUCT SEQUENCE ARM.
[ TIMER BEEPS ]
PRESS BUTTON TO PROCEED.
>> Both: OHHH!
>> Max: Ben!
>> Rook: Please -- do not press
anything!
>> AWESOME.
[ ALARM BLARING ]
>> SELF-DESTRUCT SEQUENCE
ACTIVATED.
OVERLOAD IMMINENT.
>> Ben: WHAT -- NO COUNTDOWN?!
[ BLARING CONTINUES ] >> Albedo: WHAT'S GOING ON? AAH!
>> [ GROWLS ]
[ DOOR BUZZES ]
>> Ben: IT WASN'T ME! IT WAS AZMUTH! >> Rook: WHILE YOU WERE
SUPERVISING HIM.
>> Ben: [ GRUNTS ]
ALMOST HOME, BUDDY. WE'LL GET YOUR SMARTS BACK. I GUESS WE HAVE TO.
>> [ BELCHES ]
EXCUSE YOU!
>> Ben: [ LAUGHS ]
GOOD ONE.
>> [ Clears throat ]
Since my mind has been offline
for some time, I assume that
Ben Tennyson has rescued me and
is trying to build a cerebral
vortex to restore me.
>> Ben: WOW. GOOD GUESS.
>> Let me walk you through the
procedure.
You'll need four A.U.s of
superfine nucleitized carbon
filament, 15 scolometric
ligatures, a pair of scissors --
Write this down! It's critical!
>> Rook: DO YOU NEED A PEN?
>> Ben: NAH.
IT'S JUST AZMUTH'S USUAL
"BLAH BLAH BLAH."
BUT THGUY -- I COULD SIT DOWN
AND HAVE A SMOOTHIE WITH HIM.
>> Max: BEN, THE BRAIN IS GOING
BACK.
[ RUMBLING ]
>> [ GROANS ]
>> Rook: KHYBER!
>> Ben: THIS CALLS FOR SOME
ASTRODACTYL.
[ BEEP ]
>> Cannonbolt: WHY DO I EVEN
BOTHER CALLING THEM OUT ANYMORE?
[ GRUNTS ] >> Albedo: FOCUSING THE TRACTOR BEAM.
>> Cannonbolt: [ GRUNTING ]
[ ENGINE SPUTTERS ] [ OMNITRIX POWERS DOWN ] >> Ben: [ PANTING ]
DUDE!
>> Rook: "DUDE," INDEED.
BUT I BURNED OUT OUR ENGINE.
WE ARE DEAD IN THE WATER.
>> Max: ALL-BASE PLUMBER ALERT. OUR SHIP IS DISABLED AND UNDER FIRE.
MAYDAY! MAYDAY!
>> Ben: TICKTOCK, ROOK!
>> Rook: WHAT IS THAT SUPPOSED
TO MEAN?
>> Ben: YOU KNOW -- THE SOUND A
CLOCK MAKES.
>> Rook: WHAT CLOCK?
>> Ben: ANY CLOCK!
YOU KNOW -- TICKTOCK?
>> Rook: I HAVE NEVER HEARD A
CLOCK MAKE THAT NOISE.
MISS TENNYSON! KEVIN! >> Kevin: WE JUST HAPPENED TO BE IN THE NEIGHBORHOOD.
>> Gwen: ASTRONOMY PAPER.
IT'S HARD TO BOOK TIME ON THE
SCHOOL'S TELESCOPE.
>> Albedo: RETREAT! >> Khyber: NO! OUR QUARRY WILL BURN!
>> Albedo: LET THEM.
WE WILL RETRIEVE THE BRAINSPHERE
FROM THE WRECKAGE.
>> Max: WE'RE STILL COMING IN TOO HOT! >> Gwen: [ GRUNTS ]
>> Gravattack: [ GRUNTS ]
[ BOTH COUGH ]
>> DADDY? >> Albedo: THIS IS BECOMING TEDIOUS.
>> Gravattack: HEY, YOU'RE
WELCOME TO STOP HASSLING US
ANYTIME.
>> Albedo: THE BRAINSPHERE,
TENNYSON.
>> Gravattack: OH.
YOU MEAN THIS LITTLE THING?
>> Albedo: [ GROWLS ]
[ WARBLING ]
[ GRUNTS ] >> Gravattack: HA!
>> Albedo: UH...UH...UH-OH! WHOA-OH-OH-OH-OH!
WHOA-UH-OH-OH-OH-OH-OHHHHHH!
>> Gravattack: OW! OW! HEY, COME ON! NO FAIR CHANGING YOUR MASS!
[ OMNITRIX POWERS DOWN ]
>> Ben: [ GRUNTS ]
>> Gravattack: LET'S SEE HOW YOU LIKE IT. >> Ben: UH -- AAH!
[ GRUNTING ]
>> Max: [ PANTING ]
>> MOMMY?
>> Gwen: HEY!
[ GRUNTING ]
>> [ PURRS ] [ GROWLS ] >> Khyber: WHY, HELLO, YOU
TRAITOROUS OLD MUTT.
>> Kevin: YOU DON'T FEED YOUR
PETS MUCH, HUH?
[ GRUNTS ]
>> Khyber: IF YOU FEED HIM,
YOU'LL DULL HIS HUNTING
INSTINCT.
>> Kevin: ZED'S A GIRL, YOU
JERK.
>> [ BARKING ]
>> Khyber: [ WHISTLES ] >> [ ROARS ]
>> Ben: AAH! AAH! >> Gravattack: GIVE ME AZMUTH'S BRAIN!
>> Ben: AAH!
[ CLUNK ]
>> Gravattack: FINALLY!
>> Ben: [ GROANS ]
>> [ GROWLS ]
>> [ BARKING ] >> Khyber: COWARD. >> Kevin: GOOD GIRL!
>> Gwen: HUH? UGH! IS THERE ANYTHING HE CAN PLAY
WITH BESIDES MY GLASSES?
>> Khyber: I AM NO MAN'S QUARRY! I WILL NOT BE CAGED LIKE AN ANIMAL!
>> Gwen: YOU THINK THIS IS BAD?
YOU'RE GONNA HATE THE NULL VOID.
>> Ben: WHERE'S ALBEDO TAKING
AZMUTH?
>> Khyber: [ WHISTLES ]
>> [ GROWLS ]
[ BEEP ] [ GROWLING ] >> Upchuck: [ BELCHES ]
TOP OF THE FOOD CHAIN, BABY! UPCHUCK DOESN'T HAVE A NATURAL PREDATOR.
[ STOMACH GURGLES ]
[ GROANING ]
WHAT'S HAPPENING?
OH, NO!
>> Khyber: I TOLD YOU THERE IS
MORE TO THIS NEMETRIX THAN YOU
KNOW -- ONE OF THE ADVANTAGES OF
MY ALLIANCE WITH ALBEDO.
>> [ GROWLS ] >> Khyber: IT IS NO LONGER LIMITED TO NATURAL PREDATORS.
SEE HOW YOU DO AGAINST AN
ULTIMATE PANUNCIAN.
>> Upchuck: HE LOOK HUNGRY.
[ OMNITRIX POWERS DOWN ]
>> [ GROWLS ]
[ ROARS ]
>> Gwen: [ GRUNTS ]
[ GROANS ] [ BEEP ] >> Kevin: BEN?
>> BLAH BLAH-BLAH.
BLAH, BLAH, BLAH, BLAH, BLAH,
BLAH, BLAH, BLAH, BLAH.
[ GRUNTS ]
[ BEEP ]
>> Pesky Dust: [ GROANS ] AH, MAN! LAME ALIEN! >> Khyber: NO. NOT A NEMUINA.
STAY BACK!
>> Pesky Dust: I MEAN...
[ TRILLS ]
...YOU'RE IN TROUBLE NOW.
TELL ME WHERE ALBEDO WENT, OR
THIS GUY WILL...
[ TRILLS ]
...DO WHAT THIS GUY DOES.
[ TRILLING ]
>> Khyber: [ GASPING ]
[ SNORES ]
>> Max: I'M PROUD OF YOU KIDS. YOU ALL DID YOUR PART -- BEN, GWEN, KHYBER.
>> Gwen: YEAH.
WE NEVER COULD'VE CAUGHT VILGAX
WITHOUT YOU.
>> Ben: YOU'RE THE BEST BFF
EVER.
>> Khyber: OH.
DO I GET A TROPHY?
>> Pesky Dust: OOH!
LOOKS LIKE I'M RUNNING KHYBER'S
DREAM.
NI-I-I-I-I-I-CE!
[ TRILLS ]
>> Max: HERE YOU GO, CHAMP.
AND THERE'S MORE WHERE THAT CAME
FROM.
ALL YOU HAVE TO DO IS TELL US
WHERE ALBEDO IS TAKING AZMUTH'S
BRAIN.
>> Ben: YEAH. YOU CAN TELL US.
>> Gwen: WE'RE ALL ON THE SAME
TEAM.
>> Khyber: THINK LIKE A GALVAN,
GUYS.
IF YOU'RE GONNA BUILD A
CEREBRAL, UH, WHATCHIMAHOOZIE,
YOU NEED A FULLY STOCKED
LABORATORY.
DUH!
[ GASPING ] [ OMNITRIX POWERS DOWN ] >> Ben: HE'S IN A LAB SOMEWHERE.
DUH!
>> Gwen: [ GRUNTS ]
A LOT OF TEETH COMING!
>> Rook: RUN!
>> [ ROARS ] >> Rook: [ GRUNTS ] >> [ ROARS ]
>> Kevin: [ GRUNTS ]
>> [ ROARING ]
>> Gwen: DO SOMETHING, BEN! [ BEEP ]
>> Kevin: [ GRUNTING ]
>> [ YOWLS ] [ OMNITRIX POWERS DOWN ] >> Max: "ULTIMATE," MY FOOT.
>> Khyber: [ SCOFFS ]
>> Rook: I CAN ONLY THINK OF TWO
LABORATORIES ON EARTH THAT WOULD
HAVE THE MATERIAL TO BUILD A
CEREBRAL VORTEX.
>> Max: THE LAB AT PLUMBER HQ.
OR...
>> Ben: BILLIONS TOWER!
>> Albedo: IT DOESN'T TAKE A GENIUS TO TELL YOU THAT YOU'RE TOO LATE.
[ LAUGHS EVILLY ]
>> Albedo: [ LAUGHS EVILLY ] WITH MY ULTIMATE, EVOLVED, SUPERLATIVE BRAIN, I SHALL MAKE
THE UNIVERSE PERFECT.
DO YOU STILL THINK I'M A
FREAK SHOW?
>> Ben: WITH THAT REALLY HUGE
HEAD GETTING EVEN BIGGER?
N-O-O-O-O-O-O.
>> Gwen: [ GRUNTS ] UNGH! >> Albedo: AND THEY CALL YOU THE
SMART ONE.
>> Kevin: SHE IS THE SMART ONE,
MELON HEAD.
AAH!
>> Albedo: CALL ME
PRIME THINKER, YOU TROGLODYTE!
>> Gwen: AAH! >> Kevin: CAN'T MOVE! [ ALL GRUNTING ]
>> Albedo: AZMUTH'S ADDED
BRAINPOWER GIVES ME MUCH FINER
CONTROL OVER MY ABILITIES.
AND I CAN FEEL MYSELF GETTING
EVEN SMARTER.
[ LAUGHS EVILLY ]
>> Ben: SMART ENOUGH TO ACT LIKE
A GROWN-UP?
>> Albedo: SMART ENOUGH TO --
[ ENERGY CRACKLES ]
NO!
NOW I SEE THE UNIVERSE FOR WHAT
IT IS.
WE ARE ALL DUST, BOUND BY ONE
ENORMOUS UNIVERSAL FORCE.
NO. NOT UNIVERSAL.
NOT EVEN MULTIVERSAL.
THIS OMNIVERSAL FORCE CONTINUES
FOREVER, IN EVERY DIRECTION
THROUGH EVERY REALITY.
MY LUST FOR POWER, MY JEALOUSY
OF AZMUTH -- IT ISN'T JUST EVIL.
ULTIMATELY, IT'S POINTLESS.
I COULD NEVER TRULY DESTROY YOU.
YOU WOULD ONLY HAVE NOT BEEN NOT
UNEXISTENT IN WHAT COULD HAVE
NOT NOW BEEN THE PAST, PRESENT,
AND PARTIAL FUTURE.
TO TEAR DOWN AND TO DESTROY IS
OF NO CONSEQUENCE OR QUALITY.
TO CREATE IS DIVINE.
>> EE!
[ BEEP ]
MAMBO!
♪ DIGGITY-DIGGITY
OOPSIES!
>> Albedo: TO THINK THIS IS HOW
AZMUTH ALWAYS SEES THINGS...
THERE'S SO MUCH TO BE DONE.
IF ONLY I HAD THE TIME.
>> Bloxx: TOO BAD YOU COULDN'T
HAVE YOUR LITTLE INSIGHT WITHOUT
STEALING A BRAIN.
'CAUSE YOU SURE CAN'T KEEP IT.
THIS ONE? [ ALL AGREEING ]
>> Albedo: NO! MY UNDERSTANDING IS SLIPPING AWAY!
[ GRUNTS ]
YOU TRICKED ME.
YOU -- YOU ALLOWED ME TO GLIMPSE
MY OWN FOLLY.
[ ALL SCREAM ]
>> YEE-HAW!
>> Humungousaur: BUT NOW, WITHOUT THE SHACKLES OF ENLIGHTENMENT, YOU WILL KNOW THE
VENGEANCE OF ALBEDO!
>> [ GRUNTS ]
>> Humungousaur: [ GRUNTS ] >> Bloxx: UNH! >> Humungousaur: [ ROARS ]
RIDDING MYSELF OF YOU WILL BE NOTHING MORE THAN SWATTING AT A BUG!
[ GRUNTS ]
>> [ LAUGHS ]
[ OMNITRIX POWERS DOWN ]
>> Humungousaur: AND YOUR WORLD
IS CRAWLING WITH EVEN WEAKER
BUGS.
I'LL MAKE AN EXAMPLE OF THEM.
[ BEEP ]
>> Ben: HERE.
YOU'RE HAVING BETTER LUCK WITH
IT THAN ME.
>> I AM NO BUG. I AM...UH... >> UH...ATOMIX!
>> Atomix: YES! ATOMIX!
>> Humungousaur: [ GROWLS ]
>> Atomix: YAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HA!
>> Humungousaur: UNH!
>> PBHT! OOH! >> Atomix: GRANDFATHER, KEEP HIM
SAFE.
>> Max: [ LAUGHS ]
AZMUTH --
[ LAUGHS ]
QUI-- HEY! QUIT THAT.
>> Spidermonkey: [ GRUNTING,
SCREECHING ]
[ WHIRRING ] >> Atomix: [ GRUNTS ] AH, FISSILE WHISTLE!
>> Spidermonkey: [ GRUNTS ]
UNH!
>> Atomix: MM, COUSIN, SHIELD
THE OTHERS!
[ ALL SCREAM ]
HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA! NUCLEAR WINNER!
>> Spidermonkey: [ GROANS ]
[ OMNITRIX POWERS DOWN ]
>> Gwen: JUST SO YOU KNOW, WE ALMOST PASSED OUT FROM THE ALTITUDE.
>> Ben: SORRY. NEW ALIEN.
>> Kevin: BUT AWESOME ALIEN!
>> Max: [ GRUNTS ] >> Rook: LET US GET AZMUTH'S BRAIN BACK BEFORE ALBEDO WAKES
UP.
>> Ben: AZMUTH? BUDDY? PULL MY FINGER? >> DON'T BE INFANTILE.
>> Ben: YOU KNOW, YOU'D STILL BE
THE SMARTEST GUY IN 17 GALAXIES
IF YOU LIGHTENED UP.
>> FIVGALAXIES.
WHY IS THAT DIFFICULT TO
REMEMBER?
>> Ben: WHATEVER.
BUT AS LONG AS YOUR BRAIN IS
BACK, I HAVE A QUESTION.
WITH THE OLD OMNITRIX CONTROLS,
I GOT WHATEVER ALIEN I WANTED
PRACTICALLY EVERY TIME.
IF YOU'RE SUCH A GENIUS, HOW
COME --
>> I AM A GENIUS.
BUT I EXPECTED MORE DEXTERITY
OUT OF THOSE FAT FINGERS OF
YOURS.
>> Ben: THEY LOOK OKAY TO ME.
>> THEN STOP BANGING SO HARD ON
MY OMNITRIX.
THE IMPACT SETS THE TIME-OUT
FUNCTION TO A RANDOM --
HELLO.
[ DEVICE BEEPS ]
CLEVER DEVICE.
LOOKS LIKE IT COULD RUN FOREVER.
[ DEVICE BEEPS ]
WELL, CALL IF YOU THINK --
UH, MAX, CALL IF YOU THINK IT'S
IMPORTANT.
>> Ben: HE'S BACK. >> Albedo: [ GROANS ]
>> Rook: AND I WILL BE SEEKING RESTITUTION. I JUST HAD MY Proto-TRUK
OVERHAULED.
>> REPORTS FROM THE DOCKS JUST
IN.
I'M SORRY, SIR -- NO SIGN OF
KHYBER OR HIS PET.
>> Ben: SO WE'RE SHORT A BAD
GUY.
>> Max: NEXT TIME.
>> Albedo: MY STABILIZER!
SOMETHING'S NOT -- NO! [ DEVICE BEEPING ]
[ DEVICE WHIRS ] NO! NOT THIS AGAIN! >> Gwen: YOU DON'T THINK THIS IS
AZMUTH'S DOING?
>> Ben: DEFINITELY.
>> Albedo: THE IRRATIONAL
IMPULSES!
THE HORMONES!
THE DISGUSTING FRIED-FOOD
CRAVINGS!
WHAT COULD BE WORSE THAN BEING
TRANSFORMED INTO A 16-YEAR-OLD
BEN TENNYSON?!
[ BEEP ]
[ Higher voice ] AW, MAN! [ CRYING ]
>> ♪ BEN 10
♪ BEN 10