1
00:00:00,000 --> 00:00:11,343
>> Max: HA HA!
EVEN BOWMAN CAN'T GET BRATHARATS
THIS FRESH.

2
00:00:11,345 --> 00:00:12,945
EVEN BOWMAN CAN'T GET BRATHARATS
THIS FRESH.
OHHHHH!

3
00:00:12,947 --> 00:00:16,281
THIS FRESH.
OHHHHH!
JUST RIGHT.

4
00:00:16,283 --> 00:00:17,950
OHHHHH!
JUST RIGHT.
>> Rook: MMMM!

5
00:00:17,952 --> 00:00:19,852
JUST RIGHT.
>> Rook: MMMM!
OH, THAT IS GOOD.

6
00:00:19,854 --> 00:00:22,521
>> Rook: MMMM!
OH, THAT IS GOOD.
>> Ben: BLEHHH! EHHH! EHHH!

7
00:00:22,523 --> 00:00:24,690
OH, THAT IS GOOD.
>> Ben: BLEHHH! EHHH! EHHH!
DON'T THEY SELL ANYTHING BESIDES

8
00:00:24,692 --> 00:00:26,859
>> Ben: BLEHHH! EHHH! EHHH!
DON'T THEY SELL ANYTHING BESIDES
DISGUSTING ALIEN FOOD DOWN HERE?

9
00:00:26,861 --> 00:00:28,527
DON'T THEY SELL ANYTHING BESIDES
DISGUSTING ALIEN FOOD DOWN HERE?
LIKE, WHY HAVEN'T I SEEN ANY

10
00:00:28,529 --> 00:00:29,895
DISGUSTING ALIEN FOOD DOWN HERE?
LIKE, WHY HAVEN'T I SEEN ANY
ALIEN VIDEO-GAME SHOPS?

11
00:00:29,897 --> 00:00:31,530
LIKE, WHY HAVEN'T I SEEN ANY
ALIEN VIDEO-GAME SHOPS?
>> Max: VIDEO GAMES ROT YOUR

12
00:00:31,532 --> 00:00:32,865
ALIEN VIDEO-GAME SHOPS?
>> Max: VIDEO GAMES ROT YOUR
BRAINS, BEN.

13
00:00:32,867 --> 00:00:33,298
>> Max: VIDEO GAMES ROT YOUR
BRAINS, BEN.
OH!

14
00:00:33,300 --> 00:00:35,200
BRAINS, BEN.
OH!
I ALMOST FORGOT THE PARMACIAN

15
00:00:35,202 --> 00:00:38,203
OH!
I ALMOST FORGOT THE PARMACIAN
BRAIN ROT!

16
00:00:38,205 --> 00:00:39,605
I ALMOST FORGOT THE PARMACIAN
BRAIN ROT!
>> Rook: I CANNOT WAIT FOR THIS

17
00:00:39,607 --> 00:00:40,039
BRAIN ROT!
>> Rook: I CANNOT WAIT FOR THIS
MEAL.

18
00:00:40,041 --> 00:00:41,874
>> Rook: I CANNOT WAIT FOR THIS
MEAL.
YOUR GRANDFATHER IS A MASTER

19
00:00:41,876 --> 00:00:42,641
MEAL.
YOUR GRANDFATHER IS A MASTER
CHEF, BEN.

20
00:00:42,643 --> 00:00:44,610
YOUR GRANDFATHER IS A MASTER
CHEF, BEN.
>> Ben: AAAAH! AAH!

21
00:00:44,612 --> 00:00:51,283
YOU'RE WELCOME TO EAT <i>MY</i>
<i>PORTION.</i>
<i>>> Rook: OH. THANK YOU.</i>

22
00:00:51,285 --> 00:00:53,719
<i>PORTION.</i>
<i>>> Rook: OH. THANK YOU.</i>
<i>[ SCREAMING IN DISTANCE ]</i>

23
00:00:53,721 --> 00:00:57,122
<i>>> Rook: OH. THANK YOU.</i>
<i>[ SCREAMING IN DISTANCE ]</i>
<i>>> Max: INCOMI-I-I-I-I-I-NG!</i>

24
00:01:00,226 --> 00:01:04,296
>> ♪ BEN 10
>> ♪ HE'S A KID, AND HE WANTS TO
HAVE FUN ♪

25
00:01:04,298 --> 00:01:05,130
>> ♪ HE'S A KID, AND HE WANTS TO
HAVE FUN ♪
>> ♪ BUT WHEN YOU NEED A

26
00:01:05,132 --> 00:01:06,598
HAVE FUN ♪
>> ♪ BUT WHEN YOU NEED A
SUPERHERO, HE GETS THE JOB

27
00:01:06,600 --> 00:01:06,965
>> ♪ BUT WHEN YOU NEED A
SUPERHERO, HE GETS THE JOB
DONE ♪

28
00:01:06,967 --> 00:01:07,466
SUPERHERO, HE GETS THE JOB
DONE ♪
>> ♪ BEN 10

29
00:01:07,468 --> 00:01:08,634
DONE ♪
>> ♪ BEN 10
>> ♪ WITH A DEVICE THAT HE WEARS

30
00:01:08,636 --> 00:01:09,468
>> ♪ BEN 10
>> ♪ WITH A DEVICE THAT HE WEARS
ON HIS ARM ♪

31
00:01:09,470 --> 00:01:10,469
>> ♪ WITH A DEVICE THAT HE WEARS
ON HIS ARM ♪
>> ♪ HE CAN CHANGE HIS SHAPE AND

32
00:01:10,471 --> 00:01:11,804
ON HIS ARM ♪
>> ♪ HE CAN CHANGE HIS SHAPE AND
SAVE THE WORLD FROM HARM ♪

33
00:01:11,806 --> 00:01:12,671
>> ♪ HE CAN CHANGE HIS SHAPE AND
SAVE THE WORLD FROM HARM ♪
>> ♪ WHEN TROUBLE'S TAKING

34
00:01:12,673 --> 00:01:13,138
SAVE THE WORLD FROM HARM ♪
>> ♪ WHEN TROUBLE'S TAKING
PLACE ♪

35
00:01:13,140 --> 00:01:14,139
>> ♪ WHEN TROUBLE'S TAKING
PLACE ♪
>> ♪ HE GETS RIGHT IN ITS FACE

36
00:01:14,141 --> 00:01:16,475
PLACE ♪
>> ♪ HE GETS RIGHT IN ITS FACE
>> ♪ BEN 10

37
00:01:16,477 --> 00:01:17,476
>> ♪ HE GETS RIGHT IN ITS FACE
>> ♪ BEN 10
>> ♪ WHEN LIVES ARE ON THE

38
00:01:17,478 --> 00:01:18,010
>> ♪ BEN 10
>> ♪ WHEN LIVES ARE ON THE
LINE ♪

39
00:01:18,012 --> 00:01:18,844
>> ♪ WHEN LIVES ARE ON THE
LINE ♪
>> ♪ IT'S HERO TIME

40
00:01:18,846 --> 00:01:19,745
LINE ♪
>> ♪ IT'S HERO TIME
>> ♪ BEN 10

41
00:01:22,382 --> 00:01:25,584
>> Max: HE-E-E-E-E-E-E-LP!

42
00:01:25,586 --> 00:01:31,790
>> Ben: AND GRANDPA MAX TELLS <i>ME</i>
<i>NOT TO PLAY WITH MY FOOD.</i>
<i>>> Rook: I DO NOT BELIEVE IT WAS</i>

43
00:01:31,792 --> 00:01:32,791
<i>NOT TO PLAY WITH MY FOOD.</i>
<i>>> Rook: I DO NOT BELIEVE IT WAS</i>
<i>FOOD.</i>

44
00:01:32,793 --> 00:01:34,026
<i>>> Rook: I DO NOT BELIEVE IT WAS</i>
<i>FOOD.</i>
<i>>> Ben: AND I DON'T THINK THAT</i>

45
00:01:34,028 --> 00:01:36,528
<i>FOOD.</i>
<i>>> Ben: AND I DON'T THINK THAT</i>
<i>GUY'S HERE TO PLAY.</i>

46
00:01:36,530 --> 00:01:38,263
<i>>> Ben: AND I DON'T THINK THAT</i>
<i>GUY'S HERE TO PLAY.</i>
<i>>> [ GROWLS, ROARS ]</i>

47
00:01:38,265 --> 00:01:46,505
<i>>> Ben: COME ON!</i>
<i>>> Rook: BEN, I BELIEVE WE</i>
<i>SHOULD PROCEED WITH CAUTION.</i>

48
00:01:46,507 --> 00:01:47,773
<i>>> Rook: BEN, I BELIEVE WE</i>
<i>SHOULD PROCEED WITH CAUTION.</i>
<i>>> Ben: CAUTION, SCHMAUTION!</i>

49
00:01:47,775 --> 00:01:49,108
<i>SHOULD PROCEED WITH CAUTION.</i>
<i>>> Ben: CAUTION, SCHMAUTION!</i>
<i>THERE ISN'T A MONSTER MADE THAT</i>

50
00:01:49,110 --> 00:01:51,110
<i>>> Ben: CAUTION, SCHMAUTION!</i>
<i>THERE ISN'T A MONSTER MADE THAT</i>
<i>I CAN'T HANDLE WITH ONE --</i>

51
00:01:51,112 --> 00:01:52,144
<i>THERE ISN'T A MONSTER MADE THAT</i>
<i>I CAN'T HANDLE WITH ONE --</i>
<i>YAAAAH!</i>

52
00:01:52,146 --> 00:01:53,045
<i>I CAN'T HANDLE WITH ONE --</i>
<i>YAAAAH!</i>
<i>>> Rook: BEN!</i>

53
00:01:53,047 --> 00:01:53,979
<i>YAAAAH!</i>
<i>>> Rook: BEN!</i>
<i>>> Ben: SORRY.</i>

54
00:01:53,981 --> 00:01:56,682
<i>>> Rook: BEN!</i>
<i>>> Ben: SORRY.</i>
<i>UH, WHAT WERE WE TALKING ABOUT?</i>

55
00:01:56,684 --> 00:01:58,484
<i>>> Ben: SORRY.</i>
<i>UH, WHAT WERE WE TALKING ABOUT?</i>
<i>>> [ SNARLS ]</i>

56
00:01:58,486 --> 00:02:05,457
<i>>> Ben: RIGHT --</i>
<i>MONSTER-HANDLING.</i>
<i>[ BEEP ]</i>

57
00:02:05,459 --> 00:02:13,999
<i>>> Feedback: LET'S DRAG THIS</i>
<i>OUT.</i>
<i>THERE'S A DINNER I'M IN NO HURRY</i>

58
00:02:14,001 --> 00:02:15,667
<i>OUT.</i>
<i>THERE'S A DINNER I'M IN NO HURRY</i>
<i>TO GET TO.</i>

59
00:02:15,669 --> 00:02:17,169
<i>THERE'S A DINNER I'M IN NO HURRY</i>
<i>TO GET TO.</i>
<i>ALLEY-OOP!</i>

60
00:02:17,171 --> 00:02:19,171
<i>TO GET TO.</i>
<i>ALLEY-OOP!</i>
<i>>> [ [ GROWLS ]</i>

61
00:02:19,173 --> 00:02:25,310
<i>>> Ben: OKAY.</i>
<i>PLAN "B," THEN.</i>

62
00:02:25,312 --> 00:02:34,353
<i>>> [ LAUGHS EVILLY ]</i>
<i>>> Rook: BEN, HE ABSORBED THE</i>
<i>ENERGY FROM MY PROTO-TOOL.</i>

63
00:02:34,355 --> 00:02:36,021
<i>>> Rook: BEN, HE ABSORBED THE</i>
<i>ENERGY FROM MY PROTO-TOOL.</i>
<i>I THINK THAT YOU ARE ONLY MAKING</i>

64
00:02:36,023 --> 00:02:38,657
<i>ENERGY FROM MY PROTO-TOOL.</i>
<i>I THINK THAT YOU ARE ONLY MAKING</i>
<i>HIM STRONGER.</i>

65
00:02:38,659 --> 00:02:39,992
<i>I THINK THAT YOU ARE ONLY MAKING</i>
<i>HIM STRONGER.</i>
<i>>> Feedback: QUICKER WITH THE</i>

66
00:02:39,994 --> 00:02:41,560
<i>HIM STRONGER.</i>
<i>>> Feedback: QUICKER WITH THE</i>
<i>INFO NEXT TIME, PARTNER.</i>

67
00:02:41,562 --> 00:02:43,028
<i>>> Feedback: QUICKER WITH THE</i>
<i>INFO NEXT TIME, PARTNER.</i>
<i>>> [ ROARS ]</i>

68
00:02:43,030 --> 00:02:51,036
<i>>> Max: NOW, BEN!</i>
<i>>> [ SCREECHING ]</i>
<i>>> Feedback: IF YOU FEED OFF</i>

69
00:02:51,038 --> 00:02:52,538
<i>>> [ SCREECHING ]</i>
<i>>> Feedback: IF YOU FEED OFF</i>
<i>ENERGY, LET'S SEE WHAT HAPPENS</i>

70
00:02:52,540 --> 00:02:55,841
<i>>> Feedback: IF YOU FEED OFF</i>
<i>ENERGY, LET'S SEE WHAT HAPPENS</i>
<i>WHEN I TAKE IT AWAY.</i>

71
00:02:55,843 --> 00:02:57,776
<i>ENERGY, LET'S SEE WHAT HAPPENS</i>
<i>WHEN I TAKE IT AWAY.</i>
<i>>> [ ROARS ]</i>

72
00:02:57,778 --> 00:03:06,518
<i>[ OMNITRIX POWERS DOWN ]</i>
<i>>> [ GROANS ]</i>
<i>>> Ben: HUH? PHIL?!</i>

73
00:03:06,520 --> 00:03:08,187
<i>>> [ GROANS ]</i>
<i>>> Ben: HUH? PHIL?!</i>
<i>[ VEHICLE DOOR CLOSES ]</i>

74
00:03:08,189 --> 00:03:09,388
<i>>> Ben: HUH? PHIL?!</i>
<i>[ VEHICLE DOOR CLOSES ]</i>
<i>>> Max: [ GASPS ]</i>

75
00:03:09,390 --> 00:03:12,124
<i>[ VEHICLE DOOR CLOSES ]</i>
<i>>> Max: [ GASPS ]</i>
<i>PHIL.</i>

76
00:03:12,126 --> 00:03:13,425
<i>>> Max: [ GASPS ]</i>
<i>PHIL.</i>
<i>>> MAX.</i>

77
00:03:13,427 --> 00:03:15,794
<i>PHIL.</i>
<i>>> MAX.</i>
<i>MAX, I'M SO GLAD I FOUND YOU.</i>

78
00:03:15,796 --> 00:03:17,629
<i>>> MAX.</i>
<i>MAX, I'M SO GLAD I FOUND YOU.</i>
<i>>> Rook: THIS MONSTER IS A PHIL?</i>

79
00:03:17,631 --> 00:03:20,065
<i>MAX, I'M SO GLAD I FOUND YOU.</i>
<i>>> Rook: THIS MONSTER IS A PHIL?</i>
<i>AND...THIS PHIL IS A PLUMBER?</i>

80
00:03:20,067 --> 00:03:21,099
<i>>> Rook: THIS MONSTER IS A PHIL?</i>
<i>AND...THIS PHIL IS A PLUMBER?</i>
<i>>> Ben: GRANDPA MAX'S OLD</i>

81
00:03:21,101 --> 00:03:22,134
<i>AND...THIS PHIL IS A PLUMBER?</i>
<i>>> Ben: GRANDPA MAX'S OLD</i>
<i>PARTNER.</i>

82
00:03:22,136 --> 00:03:23,635
<i>>> Ben: GRANDPA MAX'S OLD</i>
<i>PARTNER.</i>
<i>LAST TIME I SAW HIM, HE LOOKED</i>

83
00:03:23,637 --> 00:03:25,237
<i>PARTNER.</i>
<i>LAST TIME I SAW HIM, HE LOOKED</i>
<i>PRETTY BAD, BUT HE'S GONE A FEW</i>

84
00:03:25,239 --> 00:03:27,206
<i>LAST TIME I SAW HIM, HE LOOKED</i>
<i>PRETTY BAD, BUT HE'S GONE A FEW</i>
<i>TRILLION MILES DOWNHILL SINCE.</i>

85
00:03:27,208 --> 00:03:33,946
<i>>> Max: PHIL...</i>
<i>WHAT HAPPENED TO YOU?</i>
<i>>> DON'T YOU REMEMBER?</i>

86
00:03:33,948 --> 00:03:36,815
<i>WHAT HAPPENED TO YOU?</i>
<i>>> DON'T YOU REMEMBER?</i>
<i>YOU SAW IT FIVE YEARS AGO.</i>

87
00:03:36,817 --> 00:03:38,584
<i>>> DON'T YOU REMEMBER?</i>
<i>YOU SAW IT FIVE YEARS AGO.</i>
<i>MALWARE AND DR. PSYCHOBOS</i>

88
00:03:38,586 --> 00:03:40,619
<i>YOU SAW IT FIVE YEARS AGO.</i>
<i>MALWARE AND DR. PSYCHOBOS</i>
<i>BROUGHT ME OUT OF THE NULL VOID.</i>

89
00:03:40,621 --> 00:03:42,955
<i>MALWARE AND DR. PSYCHOBOS</i>
<i>BROUGHT ME OUT OF THE NULL VOID.</i>
<i>THEY USED ME AS A TEST SUBJECT.</i>

90
00:03:42,957 --> 00:03:44,590
<i>BROUGHT ME OUT OF THE NULL VOID.</i>
<i>THEY USED ME AS A TEST SUBJECT.</i>
<i>BUT THE NEMETRIX WAS TOO MUCH</i>

91
00:03:44,592 --> 00:03:45,123
<i>THEY USED ME AS A TEST SUBJECT.</i>
<i>BUT THE NEMETRIX WAS TOO MUCH</i>
<i>FOR ME.</i>

92
00:03:45,125 --> 00:03:47,092
<i>BUT THE NEMETRIX WAS TOO MUCH</i>
<i>FOR ME.</i>
<i>I WENT COMPLETELY BERSERK.</i>

93
00:03:47,094 --> 00:03:57,002
<i>THEN...SOME SORT OF PORTAL</i>
<i>OPENED UP, AND I WAS...</i>
<i>I...</i>

94
00:03:57,004 --> 00:03:58,136
<i>OPENED UP, AND I WAS...</i>
<i>I...</i>
<i>[ Raspily ] I FOUND MYSELF</i>

95
00:03:58,138 --> 00:04:00,239
<i>I...</i>
<i>[ Raspily ] I FOUND MYSELF</i>
<i>TRANSPORTED BACK TO THE --</i>

96
00:04:00,241 --> 00:04:03,141
<i>[ Raspily ] I FOUND MYSELF</i>
<i>TRANSPORTED BACK TO THE --</i>
<i>[ GROWLS ]</i>

97
00:04:03,143 --> 00:04:05,244
<i>TRANSPORTED BACK TO THE --</i>
<i>[ GROWLS ]</i>
<i>MAX! HELP!</i>

98
00:04:05,246 --> 00:04:06,311
<i>[ GROWLS ]</i>
<i>MAX! HELP!</i>
<i>HELP!</i>

99
00:04:06,313 --> 00:04:09,448
<i>MAX! HELP!</i>
<i>HELP!</i>
<i>[ GROANS ]</i>

100
00:04:09,450 --> 00:04:12,117
<i>HELP!</i>
<i>[ GROANS ]</i>
<i>>> Rook: LOOK OUT!</i>

101
00:04:12,119 --> 00:04:14,119
<i>[ GROANS ]</i>
<i>>> Rook: LOOK OUT!</i>
<i>>> RECHARGE.</i>

102
00:04:14,121 --> 00:04:23,929
<i>>> Rook: HE IS VERY FAST.</i>
<i>>> Max: YEAH.</i>
<i>AND HITS LIKE A WRECKING BALL.</i>

103
00:04:23,931 --> 00:04:25,030
<i>>> Max: YEAH.</i>
<i>AND HITS LIKE A WRECKING BALL.</i>
<i>>> Ben: HE WENT UP AND OUT.</i>

104
00:04:25,032 --> 00:04:26,498
<i>AND HITS LIKE A WRECKING BALL.</i>
<i>>> Ben: HE WENT UP AND OUT.</i>
<i>COME ON.</i>

105
00:04:26,500 --> 00:04:36,441
<i>>> Max: WHEN WE FIND HIM, WE</i>
<i>NEED TO TAKE HIM DOWN AS GENTLY</i>
<i>AS WE CAN.</i>

106
00:04:36,443 --> 00:04:37,509
<i>NEED TO TAKE HIM DOWN AS GENTLY</i>
<i>AS WE CAN.</i>
<i>>> Ben: I DON'T KNOW.</i>

107
00:04:37,511 --> 00:04:38,977
<i>AS WE CAN.</i>
<i>>> Ben: I DON'T KNOW.</i>
<i>SMASHING HIM WITH A TRUCK SEEMED</i>

108
00:04:38,979 --> 00:04:40,979
<i>>> Ben: I DON'T KNOW.</i>
<i>SMASHING HIM WITH A TRUCK SEEMED</i>
<i>TO WORK PRETTY GOOD LAST TIME.</i>

109
00:04:40,981 --> 00:04:45,117
<i>WHAT?!</i>
<i>HE WAS THE ONE CHASING</i> <i>YOU,</i>
<i>REMEMBER?</i>

110
00:04:45,119 --> 00:04:46,551
<i>HE WAS THE ONE CHASING</i> <i>YOU,</i>
<i>REMEMBER?</i>
<i>I DON'T THINK BEING GENTLE WAS</i>

111
00:04:46,553 --> 00:04:47,653
<i>REMEMBER?</i>
<i>I DON'T THINK BEING GENTLE WAS</i>
<i>WHAT HE HAD IN MIND.</i>

112
00:04:47,655 --> 00:04:49,221
<i>I DON'T THINK BEING GENTLE WAS</i>
<i>WHAT HE HAD IN MIND.</i>
<i>>> Max: IT NEVER SAT EASY WITH</i>

113
00:04:49,223 --> 00:04:50,722
<i>WHAT HE HAD IN MIND.</i>
<i>>> Max: IT NEVER SAT EASY WITH</i>
<i>ME THAT WE LEFT PHIL IN THE</i>

114
00:04:50,724 --> 00:04:52,124
<i>>> Max: IT NEVER SAT EASY WITH</i>
<i>ME THAT WE LEFT PHIL IN THE</i>
<i>NULL VOID THE FIRST TIME.</i>

115
00:04:52,126 --> 00:04:53,492
<i>ME THAT WE LEFT PHIL IN THE</i>
<i>NULL VOID THE FIRST TIME.</i>
<i>HE'S SUFFERED ENOUGH.</i>

116
00:04:53,494 --> 00:04:55,060
<i>NULL VOID THE FIRST TIME.</i>
<i>HE'S SUFFERED ENOUGH.</i>
<i>>> Rook: AND HE DOES NOT SEEM TO</i>

117
00:04:55,062 --> 00:04:56,561
<i>HE'S SUFFERED ENOUGH.</i>
<i>>> Rook: AND HE DOES NOT SEEM TO</i>
<i>BE IN CONTROL OF HIS MONSTROUS</i>

118
00:04:56,563 --> 00:04:57,329
<i>>> Rook: AND HE DOES NOT SEEM TO</i>
<i>BE IN CONTROL OF HIS MONSTROUS</i>
<i>FORM.</i>

119
00:04:57,331 --> 00:04:58,830
<i>BE IN CONTROL OF HIS MONSTROUS</i>
<i>FORM.</i>
<i>WE NEED TO FIND HIM BEFORE HE</i>

120
00:04:58,832 --> 00:04:59,831
<i>FORM.</i>
<i>WE NEED TO FIND HIM BEFORE HE</i>
<i>HARMS AN INNOCENT.</i>

121
00:04:59,833 --> 00:05:00,799
<i>WE NEED TO FIND HIM BEFORE HE</i>
<i>HARMS AN INNOCENT.</i>
<i>>> Ben: HUH?</i>

122
00:05:00,801 --> 00:05:04,803
<i>HE SAID HE NEEDED A RECHARGE.</i>

123
00:05:04,805 --> 00:05:16,214
<i>HEY, UGLY.</i>
<i>WE WERE JUST TALKING ABOUT YOU.</i>
<i>>> [ SNARLS ]</i>

124
00:05:16,216 --> 00:05:24,156
<i>[ BEEP ]</i>
<i>>> Max: STOP!</i>
<i>PHIL, I KNOW YOU'RE IN THERE.</i>

125
00:05:24,158 --> 00:05:26,091
<i>>> Max: STOP!</i>
<i>PHIL, I KNOW YOU'RE IN THERE.</i>
<i>>> [ ROARS ]</i>

126
00:05:26,093 --> 00:05:35,200
<i>>> Rook: MY TRUCK!</i>
<i>[ WEAPON SPUTTERS ]</i>
<i>LOW-BATTERY WARNING?</i>

127
00:05:35,202 --> 00:05:37,002
<i>[ WEAPON SPUTTERS ]</i>
<i>LOW-BATTERY WARNING?</i>
<i>>> Ben: NO WORRIES, ROOK.</i>

128
00:05:37,004 --> 00:05:38,370
<i>LOW-BATTERY WARNING?</i>
<i>>> Ben: NO WORRIES, ROOK.</i>
<i>IT'S PAYBACK TIME --</i>

129
00:05:38,372 --> 00:05:39,504
<i>>> Ben: NO WORRIES, ROOK.</i>
<i>IT'S PAYBACK TIME --</i>
<i>FEEDBACK-STYLE!</i>

130
00:05:39,506 --> 00:05:41,440
<i>IT'S PAYBACK TIME --</i>
<i>FEEDBACK-STYLE!</i>
<i>[ BEEP ]</i>

131
00:05:41,442 --> 00:06:01,960
<i>>> Max: BE CAREFUL, BEN.</i>
<i>DON'T HURT PHIL.</i>
<i>JUST CONTAIN HIM.</i>

132
00:06:01,962 --> 00:06:12,571
<i>>> Frankenstrike: [ GROANS ]</i>
<i>HOW ABOUT YOU TELL</i> <i>HIM</i> TO TAKE
IT EASY ON <i>ME?</i>

133
00:06:12,573 --> 00:06:14,406
<i>HOW ABOUT YOU TELL</i> <i>HIM</i> TO TAKE
IT EASY ON <i>ME?</i>
<i>HE'S</i> <i>YOUR</i> FRIEND.

134
00:06:14,408 --> 00:06:25,584
[ GROANS ]
>> [ GROWLS ]
>> Max: HEY! HEY, PARTNER!

135
00:06:25,586 --> 00:06:27,085
>> [ GROWLS ]
>> Max: HEY! HEY, PARTNER!
DON'T YOU REMEMBER YOUR OLD --

136
00:06:27,087 --> 00:06:28,720
>> Max: HEY! HEY, PARTNER!
DON'T YOU REMEMBER YOUR OLD --
>> [ ROARS ]

137
00:06:28,722 --> 00:06:46,138
>> Frankenstrike: OKAY.
NEED ANOTHER PLAN "B" -- AGAIN.

138
00:06:46,140 --> 00:06:55,747
>> [ SNIFFS ]
>> Frankenstrike: SURPRISE!

139
00:06:55,749 --> 00:07:00,852
[ GROANING ]

140
00:07:00,854 --> 00:07:11,997
>> [ ROARS ]

141
00:07:11,999 --> 00:07:20,839
>> Frankenstrike: HE'S TAKING
EVERYTHING I CAN THROW AT HIM --
AND SLINGING IT BACK DOUBLE!

142
00:07:20,841 --> 00:07:21,973
EVERYTHING I CAN THROW AT HIM --
AND SLINGING IT BACK DOUBLE!
>> Max: CHANGE INTO FEEDBACK

143
00:07:21,975 --> 00:07:23,008
AND SLINGING IT BACK DOUBLE!
>> Max: CHANGE INTO FEEDBACK
AGAIN.

144
00:07:23,010 --> 00:07:24,176
>> Max: CHANGE INTO FEEDBACK
AGAIN.
>> Frankenstrike: DON'T KNOW IF

145
00:07:24,178 --> 00:07:25,610
AGAIN.
>> Frankenstrike: DON'T KNOW IF
I CAN.

146
00:07:25,612 --> 00:07:27,045
>> Frankenstrike: DON'T KNOW IF
I CAN.
>> Rook: WE WILL BUY YOU TIME.

147
00:07:27,047 --> 00:07:27,646
I CAN.
>> Rook: WE WILL BUY YOU TIME.
[ TIRES SCREECH ]

148
00:07:27,648 --> 00:07:28,280
>> Rook: WE WILL BUY YOU TIME.
[ TIRES SCREECH ]
WE WILL --

149
00:07:28,282 --> 00:07:30,315
[ TIRES SCREECH ]
WE WILL --
>> Max: HUH?

150
00:07:30,317 --> 00:07:32,284
WE WILL --
>> Max: HUH?
[ LAUGHTER ]

151
00:07:32,286 --> 00:07:37,889
>> All: LOOK OUT!
>> I DON'T KNOW WHAT THAT IS!
>> IT WON'T STOP!

152
00:07:37,891 --> 00:07:39,825
>> I DON'T KNOW WHAT THAT IS!
>> IT WON'T STOP!
>> [ ROARS ]

153
00:07:39,827 --> 00:07:40,992
>> IT WON'T STOP!
>> [ ROARS ]
[ TIRES SCREECH ]

154
00:07:40,994 --> 00:07:43,528
>> [ ROARS ]
[ TIRES SCREECH ]
>> All: AAAAAAAAAAAAAAAAAH!

155
00:07:46,666 --> 00:07:52,070
[ TIRES SCREECHING ]
>> Frankenstrike: OH, BOY.
HANG ON!

156
00:07:52,072 --> 00:07:53,205
>> Frankenstrike: OH, BOY.
HANG ON!
[ SCREECHING CONTINUES ]

157
00:07:53,207 --> 00:07:55,173
HANG ON!
[ SCREECHING CONTINUES ]
[ ENGINE SPUTTERS ]

158
00:07:55,175 --> 00:08:03,215
HEY!
WHAT DO YOU KNOW? IT WORKED.

159
00:08:03,217 --> 00:08:08,687
>> RUN! JUST RUN!
>> BUT YOUR DAD'S CAR!
>> LET HIM KILL ME!

160
00:08:08,689 --> 00:08:10,522
>> BUT YOUR DAD'S CAR!
>> LET HIM KILL ME!
AT LEAST HE'S FAMILY!

161
00:08:10,524 --> 00:08:11,756
>> LET HIM KILL ME!
AT LEAST HE'S FAMILY!
>> Max: NICELY DONE, BEN.

162
00:08:11,758 --> 00:08:13,158
AT LEAST HE'S FAMILY!
>> Max: NICELY DONE, BEN.
>> Frankenstrike: WELL, COULDN'T

163
00:08:13,160 --> 00:08:14,559
>> Max: NICELY DONE, BEN.
>> Frankenstrike: WELL, COULDN'T
STOP THE ENGINE, SO I SHORTED

164
00:08:14,561 --> 00:08:15,494
>> Frankenstrike: WELL, COULDN'T
STOP THE ENGINE, SO I SHORTED
OUT THE BATTERY.

165
00:08:15,496 --> 00:08:16,695
STOP THE ENGINE, SO I SHORTED
OUT THE BATTERY.
>> Rook: MIGHT I SUGGEST

166
00:08:16,697 --> 00:08:18,330
OUT THE BATTERY.
>> Rook: MIGHT I SUGGEST
POSTPONING THE CONGRATULATIONS

167
00:08:18,332 --> 00:08:19,531
>> Rook: MIGHT I SUGGEST
POSTPONING THE CONGRATULATIONS
UNTIL <i>AFTER</i> WE DEFEAT

168
00:08:19,533 --> 00:08:21,533
POSTPONING THE CONGRATULATIONS
UNTIL <i>AFTER</i> WE DEFEAT
MAGISTER TENNYSON'S MONSTER?

169
00:08:21,535 --> 00:08:28,240
>> Frankenstrike: UH, HOW DO
WE...

170
00:08:28,242 --> 00:08:35,614
AHHH. GOT IT.
GET READY TO FOLLOW MY LEAD.
>> Rook: WHAT LEAD?

171
00:08:35,616 --> 00:08:38,950
GET READY TO FOLLOW MY LEAD.
>> Rook: WHAT LEAD?
>> Frankenstrike: YOU'LL SEE.

172
00:08:38,952 --> 00:08:42,053
>> Rook: WHAT LEAD?
>> Frankenstrike: YOU'LL SEE.
HEY! ITSY-BITSY!

173
00:08:42,055 --> 00:08:44,022
>> Frankenstrike: YOU'LL SEE.
HEY! ITSY-BITSY!
>> [ ROARS ]

174
00:08:44,024 --> 00:08:54,232
>> Frankenstrike: KEEP COMING.
KEEP COMING.
NOW, GUYS!

175
00:08:54,234 --> 00:09:00,705
>> Rook: HURRY, BEN!

176
00:09:00,707 --> 00:09:12,584
[ OMNITRIX POWERS DOWN ]
>> Ben: OKAY, NOW THAT WE GOT
HIM...

177
00:09:12,586 --> 00:09:14,052
>> Ben: OKAY, NOW THAT WE GOT
HIM...
>> Rook: WHAT DO WE DO WITH HIM?

178
00:09:14,054 --> 00:09:15,987
HIM...
>> Rook: WHAT DO WE DO WITH HIM?
I WAS WONDERING THE SAME THING.

179
00:09:15,989 --> 00:09:20,225
>> [ GROWLING, SNARLING ]

180
00:09:20,227 --> 00:09:29,134
PLEASE...
[ Weakly ] HELP ME!
>> Max: THERE'S ONLY ONE PLACE

181
00:09:29,136 --> 00:09:30,769
[ Weakly ] HELP ME!
>> Max: THERE'S ONLY ONE PLACE
SECURE ENOUGH TO HOLD PHIL UNTIL

182
00:09:30,771 --> 00:09:32,270
>> Max: THERE'S ONLY ONE PLACE
SECURE ENOUGH TO HOLD PHIL UNTIL
WE CAN FIND SOME WAY TO CURE

183
00:09:32,272 --> 00:09:33,738
SECURE ENOUGH TO HOLD PHIL UNTIL
WE CAN FIND SOME WAY TO CURE
HIM.

184
00:09:33,740 --> 00:09:42,447
>> Driba: HMMM.
NOT EXACTLY THE FINEST HUMAN
SPECIMEN.

185
00:09:42,449 --> 00:09:44,082
NOT EXACTLY THE FINEST HUMAN
SPECIMEN.
>> Blukic: WE'VE SEEN WORSE.

186
00:09:44,084 --> 00:09:45,317
SPECIMEN.
>> Blukic: WE'VE SEEN WORSE.
>> Driba: NO, WE HAVEN'T!

187
00:09:45,319 --> 00:09:46,952
>> Blukic: WE'VE SEEN WORSE.
>> Driba: NO, WE HAVEN'T!
>> GALVAN TECHS?

188
00:09:46,954 --> 00:09:48,587
>> Driba: NO, WE HAVEN'T!
>> GALVAN TECHS?
PATELLIDAY WAS THE FIRST ALIEN

189
00:09:48,589 --> 00:09:50,188
>> GALVAN TECHS?
PATELLIDAY WAS THE FIRST ALIEN
PLUMBER I EVER SAW ON AN EARTH

190
00:09:50,190 --> 00:09:50,655
PATELLIDAY WAS THE FIRST ALIEN
PLUMBER I EVER SAW ON AN EARTH
BASE.

191
00:09:50,657 --> 00:09:52,257
PLUMBER I EVER SAW ON AN EARTH
BASE.
>> Max: GALVAN PRIME WAS MORE

192
00:09:52,259 --> 00:09:53,925
BASE.
>> Max: GALVAN PRIME WAS MORE
THAN HAPPY TO LET US KEEP THESE

193
00:09:53,927 --> 00:09:54,292
>> Max: GALVAN PRIME WAS MORE
THAN HAPPY TO LET US KEEP THESE
TWO.

194
00:09:54,294 --> 00:09:56,261
THAN HAPPY TO LET US KEEP THESE
TWO.
[ BOTH GRUNTING ]

195
00:09:56,263 --> 00:10:03,335
IS ATTACHING WIRES TO PHIL SAFE?
HE MIGHT SIPHON THE ENERGY.
>> Driba: TSK, TSK, TSK, TSK.

196
00:10:03,337 --> 00:10:05,470
HE MIGHT SIPHON THE ENERGY.
>> Driba: TSK, TSK, TSK, TSK.
THESE ARE <i>PASSIVE</i> SENSORS.

197
00:10:05,472 --> 00:10:06,171
>> Driba: TSK, TSK, TSK, TSK.
THESE ARE <i>PASSIVE</i> SENSORS.
>> Blukic: WE'RE NOT

198
00:10:06,173 --> 00:10:08,673
THESE ARE <i>PASSIVE</i> SENSORS.
>> Blukic: WE'RE NOT
CEREBROCRUSTRACEONS.

199
00:10:08,675 --> 00:10:09,841
>> Blukic: WE'RE NOT
CEREBROCRUSTRACEONS.
>> Driba: WE KNOW WHAT WE'RE

200
00:10:09,843 --> 00:10:11,009
CEREBROCRUSTRACEONS.
>> Driba: WE KNOW WHAT WE'RE
DOING.

201
00:10:11,011 --> 00:10:12,444
>> Driba: WE KNOW WHAT WE'RE
DOING.
>> Ben: WE SHOULD JUST TOSS HIM

202
00:10:12,446 --> 00:10:13,511
DOING.
>> Ben: WE SHOULD JUST TOSS HIM
BACK WHERE HE CAME FROM.

203
00:10:13,513 --> 00:10:14,946
>> Ben: WE SHOULD JUST TOSS HIM
BACK WHERE HE CAME FROM.
>> Rook: YOU DO NOT BELIEVE HIS

204
00:10:14,948 --> 00:10:16,147
BACK WHERE HE CAME FROM.
>> Rook: YOU DO NOT BELIEVE HIS
PLEAS FOR HELP ARE GENUINE?

205
00:10:16,149 --> 00:10:17,449
>> Rook: YOU DO NOT BELIEVE HIS
PLEAS FOR HELP ARE GENUINE?
>> Ben: HEY, WE DIDN'T THROW

206
00:10:17,451 --> 00:10:18,817
PLEAS FOR HELP ARE GENUINE?
>> Ben: HEY, WE DIDN'T THROW
HIM IN THE NULL VOID THE FIRST

207
00:10:18,819 --> 00:10:20,051
>> Ben: HEY, WE DIDN'T THROW
HIM IN THE NULL VOID THE FIRST
TIME FOR BEING AN UPSTANDING

208
00:10:20,053 --> 00:10:20,986
HIM IN THE NULL VOID THE FIRST
TIME FOR BEING AN UPSTANDING
CITIZEN.

209
00:10:20,988 --> 00:10:22,988
TIME FOR BEING AN UPSTANDING
CITIZEN.
HE'S GAMING US.

210
00:10:22,990 --> 00:10:24,556
CITIZEN.
HE'S GAMING US.
>> Rook: MAX SEEMS TO TRUST HIM.

211
00:10:24,558 --> 00:10:25,991
HE'S GAMING US.
>> Rook: MAX SEEMS TO TRUST HIM.
AND I BELIEVE HE IS NOT THE

212
00:10:25,993 --> 00:10:27,559
>> Rook: MAX SEEMS TO TRUST HIM.
AND I BELIEVE HE IS NOT THE
FIRST MONSTER TO RETURN FROM THE

213
00:10:27,561 --> 00:10:30,161
AND I BELIEVE HE IS NOT THE
FIRST MONSTER TO RETURN FROM THE
NULL VOID IN NEED OF A FRIEND.

214
00:10:30,163 --> 00:10:31,963
FIRST MONSTER TO RETURN FROM THE
NULL VOID IN NEED OF A FRIEND.
>> Ben: PHIL IS NO KEVIN.

215
00:10:31,965 --> 00:10:33,231
NULL VOID IN NEED OF A FRIEND.
>> Ben: PHIL IS NO KEVIN.
>> Driba: OOOOOOH!

216
00:10:33,233 --> 00:10:35,000
>> Ben: PHIL IS NO KEVIN.
>> Driba: OOOOOOH!
MR. PERSONALITY HERE IS

217
00:10:35,002 --> 00:10:36,668
>> Driba: OOOOOOH!
MR. PERSONALITY HERE IS
SURROUNDED BY AN ENDOPHYTIC

218
00:10:36,670 --> 00:10:38,069
MR. PERSONALITY HERE IS
SURROUNDED BY AN ENDOPHYTIC
ENERGY FIELD.

219
00:10:38,071 --> 00:10:39,170
SURROUNDED BY AN ENDOPHYTIC
ENERGY FIELD.
>> Rook: I SEE.

220
00:10:39,172 --> 00:10:40,138
ENERGY FIELD.
>> Rook: I SEE.
>> Ben: DON'T TELL ME YOU

221
00:10:40,140 --> 00:10:41,039
>> Rook: I SEE.
>> Ben: DON'T TELL ME YOU
UNDERSTOOD THAT.

222
00:10:41,041 --> 00:10:42,240
>> Ben: DON'T TELL ME YOU
UNDERSTOOD THAT.
>> Rook: CERTAIN ENERGY

223
00:10:42,242 --> 00:10:43,642
UNDERSTOOD THAT.
>> Rook: CERTAIN ENERGY
PARASITES HAVE A NATURALLY

224
00:10:43,644 --> 00:10:45,176
>> Rook: CERTAIN ENERGY
PARASITES HAVE A NATURALLY
OCCURRING ENDOPHYTIC FIELD.

225
00:10:45,178 --> 00:10:46,711
PARASITES HAVE A NATURALLY
OCCURRING ENDOPHYTIC FIELD.
THEY INCREASE THE OUTPUT OF

226
00:10:46,713 --> 00:10:48,513
OCCURRING ENDOPHYTIC FIELD.
THEY INCREASE THE OUTPUT OF
NEARBY POWER SOURCES IN ORDER TO

227
00:10:48,515 --> 00:10:50,749
THEY INCREASE THE OUTPUT OF
NEARBY POWER SOURCES IN ORDER TO
SIPHON OFF THE EXCESS UNNOTICED.

228
00:10:50,751 --> 00:10:52,183
NEARBY POWER SOURCES IN ORDER TO
SIPHON OFF THE EXCESS UNNOTICED.
>> Driba: AND YOU SAY PHIL WORE

229
00:10:52,185 --> 00:10:53,418
SIPHON OFF THE EXCESS UNNOTICED.
>> Driba: AND YOU SAY PHIL WORE
THE NEMETRIX ONCE?

230
00:10:53,420 --> 00:10:54,319
>> Driba: AND YOU SAY PHIL WORE
THE NEMETRIX ONCE?
>> Rook: YES.

231
00:10:54,321 --> 00:10:56,021
THE NEMETRIX ONCE?
>> Rook: YES.
DO YOU SUPPOSE IT SCRAMBLED HIS

232
00:10:56,023 --> 00:10:57,389
>> Rook: YES.
DO YOU SUPPOSE IT SCRAMBLED HIS
DNA AND LEFT A RESIDUAL

233
00:10:57,391 --> 00:10:59,190
DO YOU SUPPOSE IT SCRAMBLED HIS
DNA AND LEFT A RESIDUAL
ENDOPHYTIC FIELD IN PHIL?

234
00:10:59,192 --> 00:11:00,525
DNA AND LEFT A RESIDUAL
ENDOPHYTIC FIELD IN PHIL?
>> Blukic: HEY!

235
00:11:00,527 --> 00:11:02,861
ENDOPHYTIC FIELD IN PHIL?
>> Blukic: HEY!
THE POWER CORE'S RUNNING AT 120%

236
00:11:02,863 --> 00:11:04,696
>> Blukic: HEY!
THE POWER CORE'S RUNNING AT 120%
CAPACITY, BUT NOTHING'S

237
00:11:04,698 --> 00:11:06,197
THE POWER CORE'S RUNNING AT 120%
CAPACITY, BUT NOTHING'S
OVERLOADING.

238
00:11:06,199 --> 00:11:08,033
CAPACITY, BUT NOTHING'S
OVERLOADING.
>> Driba: OOH! <i>HE'S</i> DOING IT!

239
00:11:08,035 --> 00:11:09,200
OVERLOADING.
>> Driba: OOH! <i>HE'S</i> DOING IT!
>> Rook: THAT IS THE GREATEST

240
00:11:09,202 --> 00:11:10,201
>> Driba: OOH! <i>HE'S</i> DOING IT!
>> Rook: THAT IS THE GREATEST
SOURCE OF POWER IN THIS

241
00:11:10,203 --> 00:11:11,369
>> Rook: THAT IS THE GREATEST
SOURCE OF POWER IN THIS
HEMISPHERE.

242
00:11:11,371 --> 00:11:12,871
SOURCE OF POWER IN THIS
HEMISPHERE.
SHOULD WE BE CONCERNED?

243
00:11:12,873 --> 00:11:15,006
HEMISPHERE.
SHOULD WE BE CONCERNED?
>> Max: PHIL, HOW ARE YOU DOING?

244
00:11:15,008 --> 00:11:16,041
SHOULD WE BE CONCERNED?
>> Max: PHIL, HOW ARE YOU DOING?
>> A-OKAY, MAXY.

245
00:11:16,043 --> 00:11:17,509
>> Max: PHIL, HOW ARE YOU DOING?
>> A-OKAY, MAXY.
>> Max: I THOUGHT YOU SAID THOSE

246
00:11:17,511 --> 00:11:18,677
>> A-OKAY, MAXY.
>> Max: I THOUGHT YOU SAID THOSE
SENSORS WERE PASSIVE.

247
00:11:18,679 --> 00:11:20,178
>> Max: I THOUGHT YOU SAID THOSE
SENSORS WERE PASSIVE.
HOW IS HE AFFECTING THE POWER

248
00:11:20,180 --> 00:11:21,112
SENSORS WERE PASSIVE.
HOW IS HE AFFECTING THE POWER
CORE?

249
00:11:21,114 --> 00:11:22,514
HOW IS HE AFFECTING THE POWER
CORE?
>> Driba: WELL, THEY'RE PASSIVE,

250
00:11:22,516 --> 00:11:24,516
CORE?
>> Driba: WELL, THEY'RE PASSIVE,
BUT THEY'RE STILL CONDUCTIVE.

251
00:11:24,518 --> 00:11:25,617
>> Driba: WELL, THEY'RE PASSIVE,
BUT THEY'RE STILL CONDUCTIVE.
>> Blukic: DUH!

252
00:11:25,619 --> 00:11:27,419
BUT THEY'RE STILL CONDUCTIVE.
>> Blukic: DUH!
>> Max: UNPLUG HIM -- NOW!

253
00:11:27,421 --> 00:11:28,119
>> Blukic: DUH!
>> Max: UNPLUG HIM -- NOW!
>> Blukic: [ GASPS ]

254
00:11:28,121 --> 00:11:29,888
>> Max: UNPLUG HIM -- NOW!
>> Blukic: [ GASPS ]
HOW COULD BE SO STUPID, BLUKIC?!

255
00:11:29,890 --> 00:11:31,423
>> Blukic: [ GASPS ]
HOW COULD BE SO STUPID, BLUKIC?!
WHAT CAN WE DO TO STOP HIM?!

256
00:11:31,425 --> 00:11:33,191
HOW COULD BE SO STUPID, BLUKIC?!
WHAT CAN WE DO TO STOP HIM?!
>> Blukic: MAYBE WE COULD USE

257
00:11:33,193 --> 00:11:34,726
WHAT CAN WE DO TO STOP HIM?!
>> Blukic: MAYBE WE COULD USE
NOSEDEENIANS TO SIPHON THE

258
00:11:34,728 --> 00:11:36,728
>> Blukic: MAYBE WE COULD USE
NOSEDEENIANS TO SIPHON THE
ENDOPHYTIC FIELD.

259
00:11:36,730 --> 00:11:38,029
NOSEDEENIANS TO SIPHON THE
ENDOPHYTIC FIELD.
>> Driba: UNDERTOWN'S POWER

260
00:11:38,031 --> 00:11:39,097
ENDOPHYTIC FIELD.
>> Driba: UNDERTOWN'S POWER
STATION DEPENDS ON THE

261
00:11:39,099 --> 00:11:40,965
>> Driba: UNDERTOWN'S POWER
STATION DEPENDS ON THE
MEGAWHATTS FOR POWER, BLUKIC!

262
00:11:40,967 --> 00:11:43,702
STATION DEPENDS ON THE
MEGAWHATTS FOR POWER, BLUKIC!
WE JUST CAN'T TAKE THEM OFFLINE!

263
00:11:43,704 --> 00:11:45,203
MEGAWHATTS FOR POWER, BLUKIC!
WE JUST CAN'T TAKE THEM OFFLINE!
>> [ GROANS ]

264
00:11:45,205 --> 00:11:46,271
WE JUST CAN'T TAKE THEM OFFLINE!
>> [ GROANS ]
[ GRUNTS ]

265
00:11:46,273 --> 00:11:47,539
>> [ GROANS ]
[ GRUNTS ]
[ BOTH GROAN ]

266
00:11:47,541 --> 00:11:48,273
[ GRUNTS ]
[ BOTH GROAN ]
[ GROANS ]

267
00:11:48,275 --> 00:11:49,240
[ BOTH GROAN ]
[ GROANS ]
NO!

268
00:11:49,242 --> 00:11:50,075
[ GROANS ]
NO!
NO!!

269
00:11:50,077 --> 00:11:52,077
NO!
NO!!
[ BEEP, CLICK ]

270
00:11:52,079 --> 00:11:53,778
NO!!
[ BEEP, CLICK ]
>> Max: HOLD HIM!

271
00:11:53,780 --> 00:11:57,949
>> Ben: [ SIGHS ]

272
00:11:57,951 --> 00:12:04,989
ANYTHING BUT ONE OF MY ELECTRIC
GUYS, PLEASE.
[ BEEP ]

273
00:12:04,991 --> 00:12:06,157
GUYS, PLEASE.
[ BEEP ]
>> Shocksquatch: AH, FOR PETE'S

274
00:12:06,159 --> 00:12:06,958
[ BEEP ]
>> Shocksquatch: AH, FOR PETE'S
SAKE!

275
00:12:06,960 --> 00:12:08,927
>> Shocksquatch: AH, FOR PETE'S
SAKE!
GIMME A BREAK, WILL YA?

276
00:12:08,929 --> 00:12:17,102
AH, WELL.
AT LEAST SHOCKSQUATCH CAN LAY
DOWN THE SMACKDOWN.

277
00:12:17,104 --> 00:12:18,937
AT LEAST SHOCKSQUATCH CAN LAY
DOWN THE SMACKDOWN.
[ GRUNTS ]

278
00:12:18,939 --> 00:12:20,138
DOWN THE SMACKDOWN.
[ GRUNTS ]
STOP, PHIL!

279
00:12:20,140 --> 00:12:22,107
[ GRUNTS ]
STOP, PHIL!
[ GROWLS ]

280
00:12:22,109 --> 00:12:37,589
[ WHIRRING ]

281
00:12:37,591 --> 00:12:50,602
LOOK, I KNOW YOU'VE GOT THAT
MONSTER INSIDE TRYING TO GET
OUT, BUT IF YOU REALLY WANT OUR

282
00:12:50,604 --> 00:12:52,137
MONSTER INSIDE TRYING TO GET
OUT, BUT IF YOU REALLY WANT OUR
HELP, YOU NEED TO SNAP OUT OF

283
00:12:52,139 --> 00:12:53,605
OUT, BUT IF YOU REALLY WANT OUR
HELP, YOU NEED TO SNAP OUT OF
IT!

284
00:12:53,607 --> 00:13:00,645
AAH! HEY! QUIT IT!
[ OMNITRIX POWERS DOWN ]

285
00:13:00,647 --> 00:13:09,354
[ CLICK, BUZZER ]
>> Ben: [ GROANS ]
LET'S TRY THIS AGAIN!

286
00:13:09,356 --> 00:13:10,889
>> Ben: [ GROANS ]
LET'S TRY THIS AGAIN!
[ BEEP ]

287
00:13:10,891 --> 00:13:13,191
LET'S TRY THIS AGAIN!
[ BEEP ]
>> Ampfibian: AW, MAN!

288
00:13:13,193 --> 00:13:28,239
YOU WANT ENERGY SO BAD?
TAKE IT!
>> [ GROANS ]

289
00:13:28,241 --> 00:13:29,374
TAKE IT!
>> [ GROANS ]
>> Rook: BEN! STOP!

290
00:13:29,376 --> 00:13:30,742
>> [ GROANS ]
>> Rook: BEN! STOP!
YOU'RE ONLY FEEDING HIM!

291
00:13:30,744 --> 00:13:32,510
>> Rook: BEN! STOP!
YOU'RE ONLY FEEDING HIM!
>> Ampfibian: THE OMNITRIX KEEPS

292
00:13:32,512 --> 00:13:33,912
YOU'RE ONLY FEEDING HIM!
>> Ampfibian: THE OMNITRIX KEEPS
GIVING ME ELECTRICAL GUYS.

293
00:13:33,914 --> 00:13:35,413
>> Ampfibian: THE OMNITRIX KEEPS
GIVING ME ELECTRICAL GUYS.
WHAT ELSE CAN I DO?

294
00:13:35,415 --> 00:13:37,682
GIVING ME ELECTRICAL GUYS.
WHAT ELSE CAN I DO?
>> [ SCREAMING ]

295
00:13:37,684 --> 00:13:45,924
>> Ampfibian: OVERLOADED.
AND YOU WERE SO WORRIED.
>> I-I'M SORRY, MAX.

296
00:13:45,926 --> 00:13:48,693
AND YOU WERE SO WORRIED.
>> I-I'M SORRY, MAX.
I-I WAS TRYING TO...

297
00:13:48,695 --> 00:13:50,195
>> I-I'M SORRY, MAX.
I-I WAS TRYING TO...
>> Max: IT'S OKAY.

298
00:13:50,197 --> 00:13:51,496
I-I WAS TRYING TO...
>> Max: IT'S OKAY.
WE'LL FIX THIS.

299
00:13:51,498 --> 00:13:52,697
>> Max: IT'S OKAY.
WE'LL FIX THIS.
>> Ampfibian: COME ON, PHIL.

300
00:13:52,699 --> 00:13:53,832
WE'LL FIX THIS.
>> Ampfibian: COME ON, PHIL.
WE'RE GETTING YOU CONTAINED

301
00:13:53,834 --> 00:13:54,899
>> Ampfibian: COME ON, PHIL.
WE'RE GETTING YOU CONTAINED
BEFORE YOU TURN INTO THAT

302
00:13:54,901 --> 00:13:56,901
WE'RE GETTING YOU CONTAINED
BEFORE YOU TURN INTO THAT
MONSTER AGAIN.

303
00:13:56,903 --> 00:13:58,703
BEFORE YOU TURN INTO THAT
MONSTER AGAIN.
>> [ SIGHS ]

304
00:13:58,705 --> 00:14:00,672
MONSTER AGAIN.
>> [ SIGHS ]
[ LAUGHING EVILLY ]

305
00:14:00,674 --> 00:14:07,846
KID...[ CHUCKLES ]
THERE HASN'T BEEN A PHIL IN THIS
BODY FOR YEARS.

306
00:14:07,848 --> 00:14:09,781
THERE HASN'T BEEN A PHIL IN THIS
BODY FOR YEARS.
[ GROWLS ]

307
00:14:09,783 --> 00:14:19,624
[ OMNITRIX POWERS DOWN ]
>> Ben: [ GROANS ]
>> [ LAUGHS EVILLY ]

308
00:14:19,626 --> 00:14:21,926
>> Ben: [ GROANS ]
>> [ LAUGHS EVILLY ]
SUCKERS.

309
00:14:21,928 --> 00:14:23,394
>> [ LAUGHS EVILLY ]
SUCKERS.
>> Ben: KNEW YOU'VE...BEEN

310
00:14:23,396 --> 00:14:26,064
SUCKERS.
>> Ben: KNEW YOU'VE...BEEN
FAKING...IT.

311
00:14:26,066 --> 00:14:27,065
>> Ben: KNEW YOU'VE...BEEN
FAKING...IT.
>> [ GROWLS ]

312
00:14:27,067 --> 00:14:29,400
FAKING...IT.
>> [ GROWLS ]
DON'T GET MUCH PAST <i>YOU,</i> JUNIOR.

313
00:14:29,402 --> 00:14:31,369
>> [ GROWLS ]
DON'T GET MUCH PAST <i>YOU,</i> JUNIOR.
ALL I WANTED WAS YOUR POWER

314
00:14:31,371 --> 00:14:32,470
DON'T GET MUCH PAST <i>YOU,</i> JUNIOR.
ALL I WANTED WAS YOUR POWER
CORE.

315
00:14:32,472 --> 00:14:36,374
ALL I WANTED WAS YOUR POWER
CORE.
SOON, EVEN THAT OLD PHIL BODY

316
00:14:36,376 --> 00:14:39,310
CORE.
SOON, EVEN THAT OLD PHIL BODY
WILL BE GONE...FOREVER.

317
00:14:55,895 --> 00:15:01,165
>> [ ROARS ]

318
00:15:01,167 --> 00:15:11,910
[ COMPUTER BEEPS ]
[ CLICK, BUZZER ]
>> Ben: GRANDPA!

319
00:15:11,912 --> 00:15:15,013
[ CLICK, BUZZER ]
>> Ben: GRANDPA!
[ WHIRRING ]

320
00:15:15,015 --> 00:15:17,482
>> Ben: GRANDPA!
[ WHIRRING ]
>> [ GROWLS ]

321
00:15:17,484 --> 00:15:22,153
[ WHIRRING SLOWS ]

322
00:15:22,155 --> 00:15:28,192
NO!
I NEED MORE!

323
00:15:28,194 --> 00:15:34,198
AND I KNOW WHERE TO GET IT.
>> Rook: YOU ARE NOT LEAVING.

324
00:15:34,200 --> 00:15:43,141
>> NICE TRY, KID.
[ GRUNTS ]
>> Ben: UNH!

325
00:15:43,143 --> 00:15:45,610
[ GRUNTS ]
>> Ben: UNH!
DUDE, YOU'RE IN A LOT OF --

326
00:15:45,612 --> 00:15:51,816
[ GROANS ]

327
00:15:51,818 --> 00:15:57,689
>> Max: BEN?
BEN?
ARE YOU OKAY, SON?

328
00:15:57,691 --> 00:16:00,692
BEN?
ARE YOU OKAY, SON?
>> Ben: [ GROANS ]

329
00:16:00,694 --> 00:16:02,060
ARE YOU OKAY, SON?
>> Ben: [ GROANS ]
[ COMPUTERS BEEPING ]

330
00:16:02,062 --> 00:16:03,528
>> Ben: [ GROANS ]
[ COMPUTERS BEEPING ]
>> GET THOSE DECOUPLERS

331
00:16:03,530 --> 00:16:04,662
[ COMPUTERS BEEPING ]
>> GET THOSE DECOUPLERS
DECOUPLED!

332
00:16:04,664 --> 00:16:07,065
>> GET THOSE DECOUPLERS
DECOUPLED!
AND WITHOUT THE SASS THIS TIME.

333
00:16:07,067 --> 00:16:10,368
DECOUPLED!
AND WITHOUT THE SASS THIS TIME.
[ BOTH GRUNTING ]

334
00:16:10,370 --> 00:16:11,469
AND WITHOUT THE SASS THIS TIME.
[ BOTH GRUNTING ]
>> Ben: WHAT'S HAPPENING?

335
00:16:11,471 --> 00:16:13,037
[ BOTH GRUNTING ]
>> Ben: WHAT'S HAPPENING?
>> Rook: PHIL IS GONE, SO WE

336
00:16:13,039 --> 00:16:14,806
>> Ben: WHAT'S HAPPENING?
>> Rook: PHIL IS GONE, SO WE
HAVE BEGUN REPAIRS TO THE POWER

337
00:16:14,808 --> 00:16:15,239
>> Rook: PHIL IS GONE, SO WE
HAVE BEGUN REPAIRS TO THE POWER
CORE.

338
00:16:15,241 --> 00:16:17,041
HAVE BEGUN REPAIRS TO THE POWER
CORE.
IT SEEMS HE WAS ONLY USING US TO

339
00:16:17,043 --> 00:16:18,543
CORE.
IT SEEMS HE WAS ONLY USING US TO
GET PAST THE HEADQUARTERS'

340
00:16:18,545 --> 00:16:20,244
IT SEEMS HE WAS ONLY USING US TO
GET PAST THE HEADQUARTERS'
EXTERNAL DEFENSES.

341
00:16:20,246 --> 00:16:27,652
>> Ben: I'M SORRY, GRANDPA.
>> Max: NO.
YOU WERE RIGHT, BEN.

342
00:16:27,654 --> 00:16:29,887
>> Max: NO.
YOU WERE RIGHT, BEN.
PHIL IS NO KEVIN.

343
00:16:29,889 --> 00:16:32,223
YOU WERE RIGHT, BEN.
PHIL IS NO KEVIN.
WHAT'S PAST IS PAST.

344
00:16:32,225 --> 00:16:33,992
PHIL IS NO KEVIN.
WHAT'S PAST IS PAST.
WE'LL FIND HIM, AND WE'LL TAKE

345
00:16:33,994 --> 00:16:35,426
WHAT'S PAST IS PAST.
WE'LL FIND HIM, AND WE'LL TAKE
HIM DOWN.

346
00:16:35,428 --> 00:16:44,335
[ WHIRRING ]
>> Ben: AND I HAVE AN IDEA OF
WHERE HE MIGHT BE.

347
00:16:44,337 --> 00:16:49,574
[ ALL GROANING ]

348
00:16:49,576 --> 00:16:59,250
>> [ LAUGHS EVILLY ]
MAN, THAT'S GOOD EATIN'!
>> Ben: AFTER BLUKIC AND DRIBA

349
00:16:59,252 --> 00:17:00,885
MAN, THAT'S GOOD EATIN'!
>> Ben: AFTER BLUKIC AND DRIBA
BROUGHT UP THE MEGAWHATTS, I HAD

350
00:17:00,887 --> 00:17:02,353
>> Ben: AFTER BLUKIC AND DRIBA
BROUGHT UP THE MEGAWHATTS, I HAD
A FEELING YOU'D MAKE YOUR WAY

351
00:17:02,355 --> 00:17:04,722
BROUGHT UP THE MEGAWHATTS, I HAD
A FEELING YOU'D MAKE YOUR WAY
HERE.

352
00:17:04,724 --> 00:17:06,190
A FEELING YOU'D MAKE YOUR WAY
HERE.
>> REALLY, MAX?

353
00:17:06,192 --> 00:17:08,092
HERE.
>> REALLY, MAX?
COME TO SAY GOODBYE TO YOUR OLD

354
00:17:08,094 --> 00:17:09,260
>> REALLY, MAX?
COME TO SAY GOODBYE TO YOUR OLD
FRIEND PHIL?

355
00:17:09,262 --> 00:17:11,095
COME TO SAY GOODBYE TO YOUR OLD
FRIEND PHIL?
>> Max: ROOK, CONCUSSIVES ONLY.

356
00:17:11,097 --> 00:17:12,930
FRIEND PHIL?
>> Max: ROOK, CONCUSSIVES ONLY.
NO ENERGY WEAPONS.

357
00:17:12,932 --> 00:17:14,565
>> Max: ROOK, CONCUSSIVES ONLY.
NO ENERGY WEAPONS.
>> Rook: ONE WAY OR ANOTHER, WE

358
00:17:14,567 --> 00:17:16,601
NO ENERGY WEAPONS.
>> Rook: ONE WAY OR ANOTHER, WE
WILL STOP YOU.

359
00:17:16,603 --> 00:17:17,769
>> Rook: ONE WAY OR ANOTHER, WE
WILL STOP YOU.
>> [ GROANS ]

360
00:17:17,771 --> 00:17:19,270
WILL STOP YOU.
>> [ GROANS ]
[ LAUGHS EVILLY ]

361
00:17:19,272 --> 00:17:21,039
>> [ GROANS ]
[ LAUGHS EVILLY ]
I BARELY FELT THAT.

362
00:17:21,041 --> 00:17:22,240
[ LAUGHS EVILLY ]
I BARELY FELT THAT.
[ CHUCKLES ]

363
00:17:22,242 --> 00:17:25,410
I BARELY FELT THAT.
[ CHUCKLES ]
YOU LOSE, <i>PARTNER.</i>

364
00:17:25,412 --> 00:17:32,717
<i>>> Ben: OKAY, OMNITRIX --</i>
<i>FOR REAL THIS TIME.</i>
<i>FEEDBACK!</i>

365
00:17:32,719 --> 00:17:34,886
<i>FOR REAL THIS TIME.</i>
<i>FEEDBACK!</i>
<i>[ BEEP ]</i>

366
00:17:34,888 --> 00:17:36,287
<i>FEEDBACK!</i>
<i>[ BEEP ]</i>
<i>>> Buzzshock: I'M A MEGAWHATT?</i>

367
00:17:36,289 --> 00:17:39,290
<i>[ BEEP ]</i>
<i>>> Buzzshock: I'M A MEGAWHATT?</i>
<i>OH. THAT'S NEW.</i>

368
00:17:39,292 --> 00:17:42,093
<i>>> Buzzshock: I'M A MEGAWHATT?</i>
<i>OH. THAT'S NEW.</i>
<i>>> [ LAUGHS EVILLY ]</i>

369
00:17:42,095 --> 00:17:44,595
<i>OH. THAT'S NEW.</i>
<i>>> [ LAUGHS EVILLY ]</i>
<i>A NOSEDEENIAN!</i>

370
00:17:44,597 --> 00:17:46,097
<i>>> [ LAUGHS EVILLY ]</i>
<i>A NOSEDEENIAN!</i>
<i>HAVEN'T FIGURED IT OUT YET, HAVE</i>

371
00:17:46,099 --> 00:17:46,764
<i>A NOSEDEENIAN!</i>
<i>HAVEN'T FIGURED IT OUT YET, HAVE</i>
<i>YOU, JUNIOR?</i>

372
00:17:46,766 --> 00:17:48,266
<i>HAVEN'T FIGURED IT OUT YET, HAVE</i>
<i>YOU, JUNIOR?</i>
<i>>> Buzzshock:</i> <i>YOU'RE</i> THE REASON

373
00:17:48,268 --> 00:17:50,601
<i>YOU, JUNIOR?</i>
<i>>> Buzzshock:</i> <i>YOU'RE</i> THE REASON
I KEEP GETTING ELECTRIC ALIENS?

374
00:17:50,603 --> 00:17:52,904
<i>>> Buzzshock:</i> <i>YOU'RE</i> THE REASON
I KEEP GETTING ELECTRIC ALIENS?
>> MY EXPOSURE TO THE NEMETRIX

375
00:17:52,906 --> 00:17:54,972
I KEEP GETTING ELECTRIC ALIENS?
>> MY EXPOSURE TO THE NEMETRIX
IS MESSING WITH YOUR LITTLE

376
00:17:54,974 --> 00:17:56,140
>> MY EXPOSURE TO THE NEMETRIX
IS MESSING WITH YOUR LITTLE
WATCH THERE.

377
00:17:56,142 --> 00:17:57,108
IS MESSING WITH YOUR LITTLE
WATCH THERE.
[ CHUCKLES ]

378
00:17:57,110 --> 00:18:00,812
WATCH THERE.
[ CHUCKLES ]
I NEED TO FEED, AND THE OMNITRIX

379
00:18:00,814 --> 00:18:02,480
[ CHUCKLES ]
I NEED TO FEED, AND THE OMNITRIX
PROVIDES.

380
00:18:02,482 --> 00:18:10,321
>> Rook: BEN!
YOU ARE A MEGAWHATT!
>> Buzzshock: OH! YEAH!

381
00:18:10,323 --> 00:18:26,204
GUYS! FOLLOW ME!
[ GIGGLING ]

382
00:18:26,206 --> 00:18:37,315
HEY! OVER HERE!
CAN'T CATCH ME!
[ GIGGLES ]

383
00:18:37,317 --> 00:18:39,317
CAN'T CATCH ME!
[ GIGGLES ]
>> ALL YOU'VE DONE IS TURN

384
00:18:39,319 --> 00:18:41,352
[ GIGGLES ]
>> ALL YOU'VE DONE IS TURN
YOURSELF INTO DESSERT.

385
00:18:41,354 --> 00:18:46,791
>> Buzzshock: OKAY, NOW!
MEGAWHATTS, SCATTER!

386
00:18:46,793 --> 00:18:53,998
>> [ GROWLS ]

387
00:18:54,000 --> 00:18:59,737
BEN TENNYSON!

388
00:18:59,739 --> 00:19:08,679
[ GROANS ]

389
00:19:08,681 --> 00:19:18,422
>> Buzzshock: [ GROANS ]
AW, MAN!
>> [ SNARLS ]

390
00:19:18,424 --> 00:19:20,892
AW, MAN!
>> [ SNARLS ]
IF YOU LIVE LONG ENOUGH, TELL

391
00:19:20,894 --> 00:19:24,061
>> [ SNARLS ]
IF YOU LIVE LONG ENOUGH, TELL
MAX I NEVER LIKED HIM.

392
00:19:24,063 --> 00:19:25,396
IF YOU LIVE LONG ENOUGH, TELL
MAX I NEVER LIKED HIM.
>> Max: WHY DON'T YOU TELL ME

393
00:19:25,398 --> 00:19:27,832
MAX I NEVER LIKED HIM.
>> Max: WHY DON'T YOU TELL ME
YOURSELF?

394
00:19:27,834 --> 00:19:30,101
>> Max: WHY DON'T YOU TELL ME
YOURSELF?
>> A NULL VOID PROJECTOR?

395
00:19:30,103 --> 00:19:32,069
YOURSELF?
>> A NULL VOID PROJECTOR?
[ LAUGHS EVILLY ]

396
00:19:32,071 --> 00:19:38,009
[ PROJECTOR POWERING DOWN ]
>> Max: [ GASPS ]

397
00:19:38,011 --> 00:19:45,917
>> [ GROWLS ]
NOT MUCH USE IF IT'S DEPOWERED,
HUH?

398
00:19:45,919 --> 00:19:46,617
NOT MUCH USE IF IT'S DEPOWERED,
HUH?
>> Buzzshock: UNH!

399
00:19:46,619 --> 00:19:47,618
HUH?
>> Buzzshock: UNH!
OW!

400
00:19:47,620 --> 00:19:49,353
>> Buzzshock: UNH!
OW!
OHHH!

401
00:19:49,355 --> 00:19:50,188
OW!
OHHH!
[ SIGHS ]

402
00:19:50,190 --> 00:19:52,356
OHHH!
[ SIGHS ]
HERE GOES PLAN "B"!

403
00:19:52,358 --> 00:19:58,863
[ PROJECTOR POWERS UP ]
>> NO!
[ WHIRRING ]

404
00:19:58,865 --> 00:20:12,710
NO!
PLEASE! TURN IT OFF!
YOU ALREADY LET ME ROT IN THERE

405
00:20:12,712 --> 00:20:13,611
PLEASE! TURN IT OFF!
YOU ALREADY LET ME ROT IN THERE
ONCE!

406
00:20:13,613 --> 00:20:15,246
YOU ALREADY LET ME ROT IN THERE
ONCE!
HAVE A HEART!

407
00:20:15,248 --> 00:20:16,914
ONCE!
HAVE A HEART!
>> Max: PHIL GOT A RAW DEAL, ALL

408
00:20:16,916 --> 00:20:17,615
HAVE A HEART!
>> Max: PHIL GOT A RAW DEAL, ALL
RIGHT.

409
00:20:17,617 --> 00:20:19,650
>> Max: PHIL GOT A RAW DEAL, ALL
RIGHT.
BUT    <i>YOU'</i>GOT THIS COMING.

410
00:20:19,652 --> 00:20:22,119
RIGHT.
BUT    <i>YOU'</i>GOT THIS COMING.
>> [ STRAINING ]

411
00:20:22,121 --> 00:20:22,920
BUT    <i>YOU'</i>GOT THIS COMING.
>> [ STRAINING ]
GAAH!

412
00:20:22,922 --> 00:20:27,124
>> [ STRAINING ]
GAAH!
AAAAAAAAAAAAAAAAAAAAAAAAAH!

413
00:20:27,126 --> 00:20:39,437
[ OMNITRIX POWERS DOWN ]
>> Ben: GO HERO OR GO HOME,
RIGHT?

414
00:20:39,439 --> 00:20:46,244
HEY, GRANDPA MAX!
STILL GOT YOUR SHOPPING LIST?
I'M STARVING.

415
00:20:46,246 --> 00:20:51,515
>> Max: YOU WON'T BE
DISAPPOINTED, KIDDO.

416
00:20:51,517 --> 00:20:57,154
[ MEGAWHATTS GIGGLING ]

417
00:21:04,296 --> 00:21:08,165
>> ♪ BEN 10

418
00:21:08,167 --> 00:21:13,037
♪ BEN 10

419
00:21:13,039 --> 00:21:20,311
♪ BEN 10

420
00:21:20,313 --> 00:21:23,314
♪ BEN 10