1 00:00:01,729 --> 00:00:06,526 ♪♪ 2 00:00:06,609 --> 00:00:10,238 ♪ Ben 10 ♪ 3 00:00:10,321 --> 00:00:13,991 ♪ Ben 10 ♪ 4 00:00:14,075 --> 00:00:16,828 ♪ Ben 10 5 00:00:16,911 --> 00:00:19,706 ♪ Ben 10 ♪ 6 00:00:30,049 --> 00:00:31,801 Ah, Squid City! 7 00:00:31,884 --> 00:00:33,845 This place is a special part of my childhood, 8 00:00:33,928 --> 00:00:35,847 and this could be your last chance to see it. 9 00:00:35,930 --> 00:00:38,057 Pretty soon, they're gonna tear this whole place down 10 00:00:38,141 --> 00:00:39,934 and put in one of those shiny new megaplexes. 11 00:00:40,017 --> 00:00:43,020 Well, can't stop the march of progress, but at least I can let 12 00:00:43,104 --> 00:00:45,982 you guys experience the local delicacies one last time. 13 00:00:46,065 --> 00:00:47,859 Wait, where's Ben? 14 00:00:47,942 --> 00:00:50,278 Ben? Earth to Ben! 15 00:00:50,361 --> 00:00:54,574 Squids! Squids -- everywhere! 16 00:00:54,657 --> 00:00:56,617 Hurry, Ben, you're gonna miss out! 17 00:00:56,701 --> 00:00:57,994 It's ice cream, 18 00:00:58,077 --> 00:00:59,370 Squid City style! 19 00:00:59,454 --> 00:01:00,580 I like ice cream. 20 00:01:00,663 --> 00:01:02,039 What's "Squid City style" about it? 21 00:01:02,123 --> 00:01:04,625 Black ice cream made with squid ink! 22 00:01:04,708 --> 00:01:06,669 Squid ink? 23 00:01:06,753 --> 00:01:12,175 Ice... scream?! 24 00:01:12,258 --> 00:01:13,926 Not hungry! 25 00:01:14,010 --> 00:01:16,345 Wow, that's not something I thought I'd hear you say -- 26 00:01:16,429 --> 00:01:17,638 like ever. 27 00:01:17,722 --> 00:01:19,682 Let me show you how a girl does it. 28 00:01:19,766 --> 00:01:21,601 Squid-tender, serve me up a large! 29 00:01:21,684 --> 00:01:24,228 Well! I'll have an extra large! 30 00:01:24,312 --> 00:01:26,272 Oh, no! What have I done?! 31 00:01:26,355 --> 00:01:30,067 Great! We'll have three of your finest squid ink cones. 32 00:01:30,151 --> 00:01:31,903 Coming right up. 33 00:01:31,986 --> 00:01:34,029 Nice! 34 00:01:34,112 --> 00:01:35,573 I thought you were gonna chicken out. 35 00:01:35,656 --> 00:01:36,991 [ Tires screech ] 36 00:01:37,074 --> 00:01:38,993 Cannonbolt, seriously? 37 00:01:39,076 --> 00:01:41,037 Lay down your money or keep moving! 38 00:01:41,120 --> 00:01:42,288 What's the big deal? 39 00:01:42,371 --> 00:01:43,623 What do you mean, you're out? 40 00:01:43,706 --> 00:01:45,666 It's Squid City Pier's signature dish! 41 00:01:45,749 --> 00:01:48,211 Not anymore. The Squid Stand's closing down 42 00:01:48,294 --> 00:01:50,254 to make way for the new megaplex. 43 00:01:50,338 --> 00:01:52,005 Looks like they got the last ones. 44 00:01:52,088 --> 00:01:54,634 B-b-but -- but... 45 00:01:54,717 --> 00:01:57,344 Sorry, mate. The pier, she's a-changing. 46 00:01:57,428 --> 00:01:59,180 Would you look at that! 47 00:01:59,263 --> 00:02:01,808 Not a single squid to be found anywhere on it. 48 00:02:01,891 --> 00:02:04,477 And why is everybody so anxious to forget the past? 49 00:02:04,560 --> 00:02:05,812 The past is great! 50 00:02:05,895 --> 00:02:09,231 I could not agree more, good sir! 51 00:02:09,314 --> 00:02:10,316 Huh? Whoo-hoo! 52 00:02:10,398 --> 00:02:11,901 Something not squid related! 53 00:02:11,984 --> 00:02:14,403 [ Screaming ] 54 00:02:14,487 --> 00:02:16,989 Flee before my mighty beast! 55 00:02:17,073 --> 00:02:20,076 Your hideous megaplex will never be built, 56 00:02:20,159 --> 00:02:22,703 for I am here to ensure that 57 00:02:22,787 --> 00:02:26,249 Squid City will stand forever! 58 00:02:26,331 --> 00:02:28,000 [ Whimpering ] 59 00:02:28,084 --> 00:02:30,294 It looks like we get to start building the laser tag park! 60 00:02:30,378 --> 00:02:34,757 You are obliterating the pier's storied history for laser tag?! 61 00:02:34,841 --> 00:02:37,134 Where will the children crush their pennies, 62 00:02:37,218 --> 00:02:39,011 stretch their taffy? 63 00:02:39,095 --> 00:02:40,471 Gale! 64 00:02:40,555 --> 00:02:42,181 Whoa! Jamie, help! 65 00:02:42,265 --> 00:02:44,141 Good day, young miss. 66 00:02:44,225 --> 00:02:46,435 Now, run along home before you get hurt! 67 00:02:46,519 --> 00:02:48,437 [ Gasps ] Chauvinism! 68 00:02:48,521 --> 00:02:50,398 What's this squid's problem? 69 00:02:50,481 --> 00:02:52,567 My problem is the future! 70 00:02:52,650 --> 00:02:57,446 And my solution is the past! 71 00:02:57,530 --> 00:02:59,532 Don't mess this up, Tennyson! 72 00:02:59,615 --> 00:03:04,287 It's the most important part of the play -- and I love plays! 73 00:03:04,370 --> 00:03:06,747 [ Crowd cheering ] 74 00:03:08,666 --> 00:03:10,877 Ben! Hey, look out! 75 00:03:10,960 --> 00:03:13,588 [ Grunts ] Are you all right, Ben? 76 00:03:13,671 --> 00:03:15,381 Hero time? [ Groans ] 77 00:03:15,464 --> 00:03:16,924 Hero time? 78 00:03:17,008 --> 00:03:19,635 Right. 79 00:03:19,719 --> 00:03:22,179 That squid won't know what hit him! 80 00:03:22,263 --> 00:03:24,765 Wait. Did I just say "squid"?! 81 00:03:24,849 --> 00:03:27,310 Oh, brother. 82 00:03:27,393 --> 00:03:28,811 Ew! 83 00:03:28,895 --> 00:03:30,062 Yuck! 84 00:03:30,146 --> 00:03:31,272 Gross! 85 00:03:31,355 --> 00:03:33,274 Oh, you're pretty fast, you scoundrel! 86 00:03:33,357 --> 00:03:36,235 I wonder, though, are you fast enough to escape 87 00:03:36,319 --> 00:03:38,194 the power of the past? 88 00:03:38,279 --> 00:03:40,865 I doubt it. 89 00:03:40,948 --> 00:03:43,533 For how could any fancy-pancy modern technology 90 00:03:43,618 --> 00:03:49,206 be a match for the time-tested talents of Steam Smythe! 91 00:03:49,290 --> 00:03:50,958 There's a dude in that squid?! 92 00:03:51,042 --> 00:03:53,586 I am a gentleman, not a "dude," 93 00:03:53,669 --> 00:03:58,174 and this is no squid. This is a Clocktopus! 94 00:03:58,257 --> 00:03:59,800 Whoa! 95 00:03:59,884 --> 00:04:01,344 [ Grunts ] 96 00:04:01,427 --> 00:04:03,137 [ Laughs maniacally ] 97 00:04:03,220 --> 00:04:07,224 You will all begin to share my appreciation of the past! 98 00:04:07,308 --> 00:04:09,226 Watch with shock and awe 99 00:04:09,310 --> 00:04:12,730 as I, with the simple pull of a lever... 100 00:04:12,813 --> 00:04:14,231 [ Grunts ] 101 00:04:14,315 --> 00:04:15,524 Simple pull of... 102 00:04:15,608 --> 00:04:16,858 [ Grunts ] 103 00:04:16,942 --> 00:04:18,610 Come on with it! Everybody's watching! 104 00:04:18,694 --> 00:04:23,574 Yes! I will lay low this hideous shopping mall. 105 00:04:23,658 --> 00:04:26,118 That, good people, was just a small demonstration 106 00:04:26,202 --> 00:04:28,245 of my restoration efforts. Gah! 107 00:04:28,329 --> 00:04:30,581 Uh, you think that's going to do anything, Gwen? 108 00:04:30,665 --> 00:04:33,209 I got a "Gah" out of him, Grandpa! 109 00:04:33,292 --> 00:04:34,877 That's a start! 110 00:04:34,961 --> 00:04:36,462 [ Grunting ] 111 00:04:36,545 --> 00:04:38,923 Enough! 112 00:04:41,008 --> 00:04:44,428 I would just as well crush you Neophytes, 113 00:04:44,512 --> 00:04:47,139 but a gentleman never strikes a young lady 114 00:04:47,223 --> 00:04:48,975 or a senior citizen. 115 00:04:49,058 --> 00:04:50,851 Neophytes? Gentleman? 116 00:04:50,935 --> 00:04:53,062 Ah! Ha! 117 00:04:53,145 --> 00:04:55,189 A true gentleman provides redress 118 00:04:55,272 --> 00:04:56,691 when he has slighted another. 119 00:04:56,774 --> 00:04:59,318 You dare question my manners, sir?! 120 00:04:59,402 --> 00:05:01,946 Oh! I gotcha, Grandpa. 121 00:05:02,029 --> 00:05:06,158 Yes, you have offended us, sir, and we demand satisfaction! 122 00:05:06,242 --> 00:05:08,494 We challenge you to a duel! 123 00:05:08,577 --> 00:05:10,663 I've already vanquished the both of you! 124 00:05:10,746 --> 00:05:12,248 Why would I do it again? 125 00:05:12,331 --> 00:05:15,042 But the laws of etiquette allow us to choose a champion! 126 00:05:15,126 --> 00:05:17,253 And we choose him! 127 00:05:17,336 --> 00:05:19,755 Huh?! [ Screams ] 128 00:05:19,839 --> 00:05:21,757 A duel, eh? 129 00:05:21,841 --> 00:05:24,677 A battle twixt the greatness of yesterday 130 00:05:24,760 --> 00:05:29,390 and the foolishness of tomorrow? I accept! 131 00:05:29,473 --> 00:05:33,102 Here are my terms -- when I am victorious, 132 00:05:33,185 --> 00:05:37,940 you will admit I, Steam Smythe, am the cat's pajamas. 133 00:05:38,024 --> 00:05:39,316 What? 134 00:05:39,400 --> 00:05:41,610 Secondly, your champion has until noon to prepare! 135 00:05:41,694 --> 00:05:43,237 Done. 136 00:05:43,320 --> 00:05:44,864 [ Ticking ] 137 00:05:44,947 --> 00:05:46,449 [ Clamoring ] 138 00:05:46,532 --> 00:05:48,242 I'm in a nightmare. No, a squidmare. 139 00:05:48,325 --> 00:05:51,536 Kids, we need to evacuate the pier before the duel. 140 00:05:51,620 --> 00:05:54,373 Okay! Everybody out! 141 00:05:54,457 --> 00:05:56,417 [ Cheering ] Fight the squid! 142 00:05:56,500 --> 00:05:57,835 We want to see a fight! 143 00:05:57,918 --> 00:05:59,837 Doesn't look like they're going anywhere, Ben. 144 00:05:59,920 --> 00:06:01,380 I can't fight the squid! 145 00:06:01,464 --> 00:06:03,215 Clocktopus. [ Growls ] 146 00:06:03,299 --> 00:06:04,675 Whatever! 147 00:06:04,759 --> 00:06:06,469 What's got you so scared? 148 00:06:06,552 --> 00:06:10,139 That awful day -- in the past. 149 00:06:10,222 --> 00:06:13,601 Say it! 150 00:06:13,684 --> 00:06:14,977 Eh? 151 00:06:15,061 --> 00:06:16,437 Say your line! 152 00:06:16,520 --> 00:06:17,563 My line? 153 00:06:17,646 --> 00:06:18,856 Oh, my line! 154 00:06:18,939 --> 00:06:20,524 Don't worry, Captain! 155 00:06:20,608 --> 00:06:25,613 I'll save us from the squi... Aah! 156 00:06:25,696 --> 00:06:27,198 Squi... 157 00:06:27,281 --> 00:06:28,866 [ Groans ] 158 00:06:28,949 --> 00:06:32,078 [ Crowd laughing ] 159 00:06:33,496 --> 00:06:36,582 The laughter, the embarrassment -- 160 00:06:36,665 --> 00:06:38,334 I ruined the school play! 161 00:06:38,417 --> 00:06:40,878 Ben, I know that day was traumatic for you, 162 00:06:40,961 --> 00:06:42,713 but if I've learned anything today, 163 00:06:42,797 --> 00:06:45,466 it's that if you hold onto the past too tightly, 164 00:06:45,549 --> 00:06:47,134 it will only hold you back. 165 00:06:47,218 --> 00:06:49,804 What you -- we need to do 166 00:06:49,887 --> 00:06:52,014 is to make sure those lessons we carry with us 167 00:06:52,098 --> 00:06:53,933 help us move forward. 168 00:06:54,016 --> 00:06:56,143 Dead wrong. 169 00:06:56,227 --> 00:07:00,189 The defender of a foolish future 170 00:07:00,272 --> 00:07:02,900 versus a hero of the past! 171 00:07:02,983 --> 00:07:04,401 [ Coughing ] 172 00:07:04,485 --> 00:07:06,529 You're the only one who can beat him, Ben. 173 00:07:06,612 --> 00:07:09,031 What say you, my good man? 174 00:07:09,115 --> 00:07:10,866 Shall we rumble? 175 00:07:10,950 --> 00:07:14,703 Nope. Fight's off. 176 00:07:14,787 --> 00:07:17,289 Aw, come on! What a rip! 177 00:07:17,373 --> 00:07:19,375 [ Booing ] 178 00:07:19,458 --> 00:07:21,293 [ Laughs ] 179 00:07:21,377 --> 00:07:25,131 No one will stand to defend your hideous megaplex. 180 00:07:25,214 --> 00:07:27,299 Gah! 181 00:07:28,843 --> 00:07:33,639 That is the last "Gah" you will get out of me, child! 182 00:07:33,722 --> 00:07:35,891 You need to cool it, Steam Smythe! 183 00:07:35,975 --> 00:07:40,437 As I have already stated, gentlemen do not hit ladies! 184 00:07:40,521 --> 00:07:41,605 Gah! 185 00:07:41,689 --> 00:07:43,524 I'm no lady. I'm a girl. 186 00:07:43,607 --> 00:07:45,568 And that's three "gahs"! 187 00:07:45,651 --> 00:07:47,736 As you wish! 188 00:07:48,946 --> 00:07:50,156 [ Grunts ] 189 00:07:50,239 --> 00:07:51,907 Ben! You came back? 190 00:07:51,991 --> 00:07:54,785 How else was I gonna get those people to leave? 191 00:07:54,869 --> 00:07:56,495 [ Grunts ] 192 00:07:56,579 --> 00:07:59,081 [ Laughs ] A champion indeed! 193 00:07:59,165 --> 00:08:02,042 Okay, people are saved. 194 00:08:02,126 --> 00:08:03,419 Time to run! 195 00:08:03,502 --> 00:08:05,087 [ Grunting ] 196 00:08:05,171 --> 00:08:07,715 Don't look so scared, my boy! 197 00:08:07,798 --> 00:08:10,009 I'm merely imbuing you with a little respect 198 00:08:10,092 --> 00:08:11,385 for a greater age! 199 00:08:11,468 --> 00:08:14,096 [ Laughing ] 200 00:08:14,180 --> 00:08:16,974 Don't worry, Captain. I'll save you from the -- 201 00:08:17,057 --> 00:08:18,767 the squid. 202 00:08:18,851 --> 00:08:23,439 The squid! 203 00:08:23,522 --> 00:08:26,775 I can't do it! 204 00:08:26,859 --> 00:08:28,444 Of course you can't! 205 00:08:28,527 --> 00:08:32,198 My generation created Titanics, Hindenbergs! 206 00:08:32,281 --> 00:08:33,949 What has yours made? 207 00:08:34,032 --> 00:08:36,285 Fast food, mini malls? 208 00:08:36,368 --> 00:08:38,704 You have nothing worth fighting for! 209 00:08:38,786 --> 00:08:42,291 Ben, that play was four years ago! 210 00:08:42,373 --> 00:08:43,834 Those are just memories. 211 00:08:43,918 --> 00:08:46,545 It's time we both stopped holding on to the past 212 00:08:46,629 --> 00:08:48,297 and look to the future! 213 00:08:48,380 --> 00:08:49,590 Blasphemy! 214 00:08:49,673 --> 00:08:51,842 It's time to start making new memories, Ben -- 215 00:08:51,926 --> 00:08:53,219 good ones! 216 00:08:53,302 --> 00:08:54,511 "Good ones." 217 00:08:54,595 --> 00:08:56,096 Grandpa Max is right! 218 00:08:56,180 --> 00:08:58,057 I have plenty to fight for! 219 00:08:58,140 --> 00:09:00,392 Video games! 220 00:09:00,476 --> 00:09:01,977 Camera phones! 221 00:09:02,061 --> 00:09:03,812 [ Grunts ] 222 00:09:03,896 --> 00:09:06,315 Oh, yeah, and family! 223 00:09:06,398 --> 00:09:08,317 I have plenty to fight for! 224 00:09:08,400 --> 00:09:10,903 Egads! You may have brawn, brute, 225 00:09:10,986 --> 00:09:13,822 but I have a hide of iron and steel. 226 00:09:13,906 --> 00:09:15,616 And, seven arms! 227 00:09:15,699 --> 00:09:18,827 Four arms versus seven arms? 228 00:09:18,911 --> 00:09:21,330 That's not very gentlemanly! 229 00:09:21,413 --> 00:09:24,208 [ Screams ] What are you doing? 230 00:09:24,291 --> 00:09:28,087 Just making things a little more sporting, stream breath! 231 00:09:28,170 --> 00:09:31,882 You cad! With one simple pull of this lever, I -- 232 00:09:31,966 --> 00:09:33,259 I'll show you! 233 00:09:33,342 --> 00:09:35,636 [ Grunting ] Come on! 234 00:09:35,719 --> 00:09:37,554 Steam! 235 00:09:37,638 --> 00:09:41,642 Do you finally understand, you four-armed fool? 236 00:09:41,725 --> 00:09:45,896 The past is coming, and I along with it! 237 00:09:45,980 --> 00:09:47,523 Where did you go? 238 00:09:47,606 --> 00:09:51,110 Kids these days -- absolutely no attention span whatsoever! 239 00:09:51,193 --> 00:09:53,612 [ Grunts ] [ Screaming ] 240 00:09:53,696 --> 00:09:57,449 Nice try, my red friend, but with one... 241 00:09:57,533 --> 00:09:59,410 simple... 242 00:09:59,493 --> 00:10:01,912 [ Grunting ] 243 00:10:01,996 --> 00:10:03,747 simple... 244 00:10:03,831 --> 00:10:07,334 [ Growling ] 245 00:10:07,418 --> 00:10:09,920 This is supposed to be a duel, right? 246 00:10:10,004 --> 00:10:11,755 En garde! 247 00:10:11,839 --> 00:10:13,507 En garde, indeed! 248 00:10:13,590 --> 00:10:15,384 [ Grunting ] 249 00:10:15,467 --> 00:10:18,345 You hit like a squid! 250 00:10:18,429 --> 00:10:22,224 You're all hot under the collar, Steamy. 251 00:10:22,308 --> 00:10:24,518 You need to chill! 252 00:10:24,601 --> 00:10:26,729 No, no, no, no! 253 00:10:26,812 --> 00:10:28,897 The exhaust pipes are filling with water! 254 00:10:31,317 --> 00:10:34,361 Drat! How could I have gotten so careless? 255 00:10:34,445 --> 00:10:35,529 Next time... 256 00:10:35,612 --> 00:10:38,073 [ Panting ] you will not be so lucky! 257 00:10:38,157 --> 00:10:39,700 Leg cramp! 258 00:10:39,783 --> 00:10:41,160 Aw, man! 259 00:10:41,243 --> 00:10:43,746 Just as I was making some good memories. 260 00:10:43,829 --> 00:10:45,247 Nice job, Ben! 261 00:10:45,331 --> 00:10:47,708 You really put Steam Smythe in his place -- 262 00:10:47,791 --> 00:10:49,126 the past! 263 00:10:49,209 --> 00:10:50,502 But he's getting away! 264 00:10:50,586 --> 00:10:52,087 Ah, we'll get him another day. 265 00:10:52,171 --> 00:10:54,131 The important thing is that you stood up to your fear, 266 00:10:54,214 --> 00:10:56,300 and you faced it. I'm proud of you. 267 00:10:56,383 --> 00:10:59,762 Yeah, I guess facing the future is a whole lot easier. 268 00:10:59,845 --> 00:11:03,349 Grandpa, can I try that ice cream now? 269 00:11:05,476 --> 00:11:09,271 [ Theme music plays ] 270 00:11:16,320 --> 00:11:18,447 Time to throw stuff!