1 00:00:07,318 --> 00:00:09,404 ♪ Ben 10 ♪ 2 00:00:10,446 --> 00:00:12,532 ♪ Ben 10 ♪ 3 00:00:13,658 --> 00:00:15,910 ♪ Ben 10 ♪ 4 00:00:16,869 --> 00:00:20,707 ♪ Ben 10 ♪ 5 00:00:22,375 --> 00:00:25,461 ♪♪ 6 00:00:29,716 --> 00:00:34,345 Max: Okay, last one to the RV section is a rotten egg. 7 00:00:34,429 --> 00:00:36,097 Woman: [ Whistling ] 8 00:00:36,180 --> 00:00:38,975 Redecorating the Rustbucket is so exciting! 9 00:00:39,058 --> 00:00:40,685 So bouncy! 10 00:00:40,768 --> 00:00:42,437 Eh, not a trampoline, Ben. 11 00:00:42,520 --> 00:00:44,105 Let's get to the RV section. 12 00:00:44,188 --> 00:00:46,065 No thanks! Bouncy! 13 00:00:46,149 --> 00:00:47,275 Bouncy! 14 00:00:47,358 --> 00:00:48,234 Bouncy! 15 00:00:48,317 --> 00:00:50,361 Oh, man. What a baby! 16 00:00:50,445 --> 00:00:52,321 Say that to my face! 17 00:00:52,405 --> 00:00:55,074 Ba-by! Ba-- 18 00:00:55,158 --> 00:00:57,368 Okay, yeah, this is fun! 19 00:00:57,452 --> 00:01:00,538 Kids, I said not a trampoline. 20 00:01:00,621 --> 00:01:02,915 [ Baby cooing ] 21 00:01:02,999 --> 00:01:05,835 Is that a baby? Where's its parents? 22 00:01:05,918 --> 00:01:08,045 And what's with the security guard hat? 23 00:01:08,129 --> 00:01:10,214 Salt fish licorice sticks! 24 00:01:12,091 --> 00:01:14,135 Last one there needs their nappy changed! 25 00:01:14,218 --> 00:01:15,720 Hey, hey! Hold up! 26 00:01:15,803 --> 00:01:16,971 [ Sighs ] 27 00:01:17,054 --> 00:01:19,265 Take the kids across the country, they said. 28 00:01:19,348 --> 00:01:21,684 Oooh, it'll be fun, they said. 29 00:01:21,767 --> 00:01:23,060 Both: Baby! Baby! Baby! 30 00:01:23,144 --> 00:01:24,228 Baby! Baby! 31 00:01:24,312 --> 00:01:25,897 Yeah, I already said baby. 32 00:01:25,980 --> 00:01:27,940 No -- baby! 33 00:01:28,023 --> 00:01:30,067 [ Baby coos ] 34 00:01:30,151 --> 00:01:32,236 Time to accelerate! 35 00:01:37,283 --> 00:01:39,951 Gotcha! Glasses? 36 00:01:40,036 --> 00:01:42,789 Seem kinda big on ya, buddy. 37 00:01:42,872 --> 00:01:44,081 Nice grab! 38 00:01:44,165 --> 00:01:47,543 Now watch me grab that licorice! 39 00:01:47,627 --> 00:01:50,797 One pack of the salt fish licorice sticks, please. 40 00:01:50,880 --> 00:01:52,255 That'll be $3.50. 41 00:01:52,340 --> 00:01:53,341 Waah! 42 00:01:53,424 --> 00:01:55,092 XLR8 doesn't have pockets! 43 00:01:55,176 --> 00:01:56,677 Gwen has pockets. 44 00:01:56,761 --> 00:01:58,971 One please! 45 00:01:59,055 --> 00:02:01,557 And my friend might need his nappy changed. 46 00:02:01,641 --> 00:02:04,060 Yooooooou! 47 00:02:04,143 --> 00:02:05,394 [ Crash! ] Hmmm. 48 00:02:05,478 --> 00:02:06,938 This pillow looks fine. 49 00:02:07,021 --> 00:02:08,980 Oh, but this one might be more comfortable. 50 00:02:09,064 --> 00:02:10,900 [ Sighs ] I wish the kids were here to ask. 51 00:02:10,983 --> 00:02:12,318 Huh. 52 00:02:12,401 --> 00:02:13,486 You know, people really should 53 00:02:13,569 --> 00:02:14,904 keep a better eye on their babies. 54 00:02:14,987 --> 00:02:16,656 Hey, kids, which cushion would you rather have 55 00:02:16,739 --> 00:02:18,825 in the Rustbucket? 56 00:02:20,785 --> 00:02:22,870 [ Both laugh weakly ] 57 00:02:24,372 --> 00:02:27,667 They have a really fun place for babies in this store, 58 00:02:27,750 --> 00:02:29,627 and it's called daycare. Aah! 59 00:02:29,710 --> 00:02:31,838 You can stay here while I shop the camping gear. 60 00:02:31,921 --> 00:02:34,173 Aww! No fair! Aww, don't leave us here. 61 00:02:34,257 --> 00:02:36,884 Don't leave us here. Both: We're not babies! 62 00:02:36,968 --> 00:02:39,011 [ Whining ] 63 00:02:39,095 --> 00:02:41,722 Yes, right there. Perfect. 64 00:02:41,806 --> 00:02:44,141 You two are such good boys. 65 00:02:44,225 --> 00:02:47,395 Know that Nanny appreciates your perfect manners. 66 00:02:47,478 --> 00:02:49,355 Manners are so important. 67 00:02:49,438 --> 00:02:51,941 Hey, are you in charge of this Kiddy-land? 68 00:02:52,024 --> 00:02:54,527 Oh, my! Who do we have here? 69 00:02:54,610 --> 00:02:57,363 My grandkids. They've been rowdy all day. 70 00:02:57,446 --> 00:02:59,156 They could use some cooldown time 71 00:02:59,240 --> 00:03:01,117 if you, uh, don't mind watching them. 72 00:03:01,200 --> 00:03:03,953 Not at all. Don't slouch, dearie. 73 00:03:04,036 --> 00:03:05,705 Just leave everything to me. 74 00:03:05,788 --> 00:03:09,041 They'll be like whole new children when you get back. 75 00:03:09,125 --> 00:03:12,461 And we'll begin with a lovely little storytime. 76 00:03:12,545 --> 00:03:15,131 Sounds perfect. Best behavior, kids. 77 00:03:15,214 --> 00:03:16,883 Ben, no alien stuff. 78 00:03:16,966 --> 00:03:18,259 Back in a few. 79 00:03:18,342 --> 00:03:21,220 You children are in for a treat. 80 00:03:21,304 --> 00:03:23,306 This is my favorite story. 81 00:03:23,389 --> 00:03:27,727 And if you pay strict attention, you may just learn something. 82 00:03:29,812 --> 00:03:31,439 Hey! What gives? 83 00:03:31,522 --> 00:03:33,274 Silence, children. 84 00:03:33,357 --> 00:03:36,903 It's time for an amazing story -- mine. 85 00:03:36,986 --> 00:03:40,907 Many years ago, there lived a proper young biochemist. 86 00:03:40,990 --> 00:03:43,701 Her peers had very poor upbringings indeed. 87 00:03:43,783 --> 00:03:48,331 They ridiculed her brilliant scientific notions as foolish. 88 00:03:48,414 --> 00:03:51,959 But she didn't let their rudeness stop her pursuits. 89 00:03:52,043 --> 00:03:54,170 She devised a miraculous powder 90 00:03:54,253 --> 00:03:57,423 that would turn ill-mannered and impolite alike 91 00:03:57,506 --> 00:04:00,259 back into their purer, younger, state. 92 00:04:00,343 --> 00:04:04,347 Primed for re-education in her special finishing schools. 93 00:04:04,430 --> 00:04:07,183 Soon everyone could be transformed 94 00:04:07,266 --> 00:04:10,645 into respectful, responsible young children. 95 00:04:10,728 --> 00:04:14,315 And the world could begin a new era of good manners, 96 00:04:14,398 --> 00:04:19,737 all courtesy of me, their Nanny of Nicety! 97 00:04:19,819 --> 00:04:21,280 [ Gnawing ] 98 00:04:21,364 --> 00:04:23,449 More like Nanny Nightmare! 99 00:04:23,532 --> 00:04:28,371 It is very rude to interrupt. 100 00:04:28,454 --> 00:04:31,082 But if you're such a brilliant scientist, 101 00:04:31,165 --> 00:04:34,585 why are you working the baby-sitting room in a furniture megastore? 102 00:04:34,669 --> 00:04:36,253 Wouldn't you know it? 103 00:04:36,337 --> 00:04:40,841 These emporiums have just the sort of tiny little screw I need 104 00:04:40,925 --> 00:04:43,094 to build my superweapon! 105 00:04:43,177 --> 00:04:44,512 Both: Superweapon? 106 00:04:44,595 --> 00:04:46,012 Of course! 107 00:04:46,097 --> 00:04:49,016 I have to distribute my regressive baby powder evenly 108 00:04:49,100 --> 00:04:51,394 over the entire city, don't I? 109 00:04:51,477 --> 00:04:52,603 You're bonkers! 110 00:04:52,687 --> 00:04:54,897 Hey, uh, tryin' ta find the kitchen stuff? 111 00:04:54,981 --> 00:04:56,357 This place is like a maze. 112 00:04:56,440 --> 00:04:58,192 Wait. Why are those kids chained up? 113 00:04:58,276 --> 00:05:02,488 My dear boy, let Nanny help you find your way. 114 00:05:02,571 --> 00:05:04,949 There. Much more agreeable. 115 00:05:05,032 --> 00:05:06,909 Now run along and play, young man. 116 00:05:06,993 --> 00:05:08,577 I have a world to change. 117 00:05:08,661 --> 00:05:09,704 Both: No! 118 00:05:09,787 --> 00:05:12,999 Those noises! Very disagreeable. 119 00:05:13,082 --> 00:05:15,584 Your slates are awfully dirty, darlings. 120 00:05:15,668 --> 00:05:20,423 Why don't I make them blank for you? 121 00:05:20,506 --> 00:05:21,799 Baby! 122 00:05:21,882 --> 00:05:24,677 It's not time to start all that again, Gwen, we -- 123 00:05:24,760 --> 00:05:26,595 No! Baby! 124 00:05:26,679 --> 00:05:29,390 Oh, my gosh, we're babies! 125 00:05:29,473 --> 00:05:32,018 Hmm, more toddler than baby. 126 00:05:32,101 --> 00:05:34,312 I'll have to look into my powder formula. 127 00:05:34,395 --> 00:05:36,355 Still, you're quite manageable now. 128 00:05:36,439 --> 00:05:37,565 Oh, boys! 129 00:05:37,648 --> 00:05:39,859 Do get these little ones out of the way. 130 00:05:39,942 --> 00:05:41,986 Nanny has a populace to transform. 131 00:05:42,069 --> 00:05:43,029 Both: Yah! 132 00:05:43,112 --> 00:05:44,363 Thank you. 133 00:05:44,447 --> 00:05:48,284 Time to work the four arm. 134 00:05:48,367 --> 00:05:50,619 [ Screams ] 135 00:05:50,703 --> 00:05:52,872 Aww, so cute! 136 00:05:52,955 --> 00:05:56,125 Hey, he looks different. 137 00:05:56,208 --> 00:05:57,543 [ Groans ] 138 00:05:57,626 --> 00:05:59,670 Man, these baby legs are short! 139 00:05:59,754 --> 00:06:02,006 Get in that car! 140 00:06:02,089 --> 00:06:04,175 Ow! 141 00:06:07,011 --> 00:06:08,846 Just a toy car! 142 00:06:08,929 --> 00:06:11,015 Hey! Get back here! 143 00:06:11,098 --> 00:06:14,018 Just steer! Whoa! 144 00:06:17,521 --> 00:06:19,065 They're gaining on us! 145 00:06:19,148 --> 00:06:20,149 [ Grunts ] 146 00:06:20,232 --> 00:06:22,693 Both: Ow! 147 00:06:22,777 --> 00:06:24,945 Ehhh! 148 00:06:25,029 --> 00:06:26,238 Go around it! 149 00:06:26,322 --> 00:06:29,033 The steering wheel's not connected to anything! 150 00:06:29,116 --> 00:06:30,785 It's just a toy car! 151 00:06:30,868 --> 00:06:33,286 That must be why we don't need seatbelts. 152 00:06:33,370 --> 00:06:35,956 All right, nothing some punches can't fix! 153 00:06:36,040 --> 00:06:37,124 -Waah! -Yah! 154 00:06:37,208 --> 00:06:38,125 Ohh! 155 00:06:38,209 --> 00:06:39,668 Ha, ballroom! 156 00:06:39,752 --> 00:06:42,338 Waah! More babies! 157 00:06:42,421 --> 00:06:43,672 Where'd they go? 158 00:06:43,756 --> 00:06:44,715 Ohh! 159 00:06:44,799 --> 00:06:45,966 [ Baby laughs ] Ben! 160 00:06:46,050 --> 00:06:47,885 Don't throw babies! 161 00:06:47,968 --> 00:06:50,096 Look! A skylight! 162 00:06:50,179 --> 00:06:53,265 And outside is that powder gun Nanny was talking about. 163 00:06:53,349 --> 00:06:55,893 We got to stop her! 164 00:06:55,976 --> 00:06:57,728 Quick! Toss me up! 165 00:06:57,812 --> 00:07:01,941 Allez-oops! Whoa! 166 00:07:02,024 --> 00:07:04,110 [ Crunch! ] Ow! 167 00:07:05,736 --> 00:07:07,113 [ Grunting ] 168 00:07:07,196 --> 00:07:10,199 You're too...heavy! 169 00:07:10,282 --> 00:07:12,368 Yup, that's better. 170 00:07:13,536 --> 00:07:15,746 Nanny: Children are not allowed on the roof. 171 00:07:15,830 --> 00:07:17,748 But since you're already here 172 00:07:17,832 --> 00:07:19,208 it would be rude of me 173 00:07:19,291 --> 00:07:22,545 not to show you my marvelous creation firsthand. 174 00:07:22,628 --> 00:07:24,088 Adorable, isn't it? 175 00:07:24,171 --> 00:07:26,757 I'm sorry I don't have time to play, sweetlings. 176 00:07:26,841 --> 00:07:29,176 But Nanny still has adjustments to make 177 00:07:29,260 --> 00:07:34,223 before she finally fixes the entire world! 178 00:07:34,306 --> 00:07:36,642 We have to stop her! 179 00:07:36,725 --> 00:07:39,145 Don't worry. I got this. 180 00:07:39,228 --> 00:07:41,814 Hey, Nanny Nightmare! 181 00:07:41,897 --> 00:07:44,650 [ Snorts, burps ] 182 00:07:44,733 --> 00:07:47,778 Repugnant! How dare you?! 183 00:07:47,862 --> 00:07:49,613 [ Burps repeatedly ] 184 00:07:49,697 --> 00:07:51,407 Stop that this instant! 185 00:07:51,490 --> 00:07:52,533 [ Belches ] 186 00:07:52,616 --> 00:07:53,909 Were you raised in a-- 187 00:07:53,993 --> 00:07:55,327 [ Belching ] Barn? 188 00:07:55,411 --> 00:07:56,579 Insolent! 189 00:07:56,661 --> 00:08:00,916 I'll teach you, you disgusting little troll! 190 00:08:01,000 --> 00:08:04,044 [ Laughs ] Super gross, Ben. 191 00:08:04,128 --> 00:08:05,212 Good job! 192 00:08:05,296 --> 00:08:08,674 And when I'm done, I -- [ Grunts ] 193 00:08:11,635 --> 00:08:13,721 Whoa! 194 00:08:14,346 --> 00:08:16,265 I don't have time for this! 195 00:08:16,348 --> 00:08:19,101 I have a whole city to transform! 196 00:08:19,185 --> 00:08:20,519 Playtime's over, Ben! 197 00:08:20,603 --> 00:08:23,230 We have to do something to that powder cannon! 198 00:08:23,314 --> 00:08:24,481 Fast! 199 00:08:24,565 --> 00:08:26,192 Somebody needs a nap 200 00:08:26,275 --> 00:08:30,237 and I know just the alien to give it to her! 201 00:08:30,321 --> 00:08:33,449 Aww! Baby Upgwade! 202 00:08:33,532 --> 00:08:35,284 Upgwade's on it! 203 00:08:35,367 --> 00:08:39,121 [ Beeping ] 204 00:08:39,205 --> 00:08:40,580 Gwen! I need help! 205 00:08:40,664 --> 00:08:44,752 What should I do? [ Grunts ] 206 00:08:44,835 --> 00:08:48,881 You're...too...small. 207 00:08:48,964 --> 00:08:50,090 Got it! 208 00:08:50,174 --> 00:08:52,551 Initiate firing sequence! 209 00:08:52,635 --> 00:08:56,305 All right, world! Back to the nursery with you! 210 00:08:56,388 --> 00:08:59,516 Don't know how this thing works but I'm gonna try to reverse it. 211 00:09:04,605 --> 00:09:07,942 What?! What have you done to my glorious machine? 212 00:09:08,025 --> 00:09:11,237 It's supposed to be aimed at the city! 213 00:09:11,320 --> 00:09:14,531 And the dust! It's the wrong color! 214 00:09:14,615 --> 00:09:16,992 What? [ Coughs ] 215 00:09:17,076 --> 00:09:20,621 ♪♪ 216 00:09:27,836 --> 00:09:30,130 Oh, good, we're back to normal size. 217 00:09:30,214 --> 00:09:33,509 What have you done to my machine?! 218 00:09:33,592 --> 00:09:35,052 More like what did it do to your face? 219 00:09:35,135 --> 00:09:36,512 You're old. 220 00:09:36,595 --> 00:09:39,640 It's not proper to comment on the age of an elder! 221 00:09:39,723 --> 00:09:43,060 You've pulled your last prank, you whelps! 222 00:09:43,143 --> 00:09:44,603 [ Crack! ] Ah! My back! 223 00:09:44,687 --> 00:09:48,565 Aah! You reversed my de-aging powder? 224 00:09:48,649 --> 00:09:49,900 Sure did. 225 00:09:49,984 --> 00:09:52,444 And now even your wrinkles have wrinkles! 226 00:09:52,528 --> 00:09:53,445 Ooh, face! 227 00:09:53,529 --> 00:09:55,739 Yeah, pretty proud of that one. 228 00:09:55,823 --> 00:09:59,410 You've ruined everything, you brats! 229 00:09:59,493 --> 00:10:01,870 Aah! 230 00:10:01,954 --> 00:10:04,790 [ Indistinct shouting ] This isn't over yet! 231 00:10:04,873 --> 00:10:07,167 My back! I'll get you yet! 232 00:10:07,251 --> 00:10:09,169 Oh! My knee! 233 00:10:09,253 --> 00:10:11,213 Both: Done and done! 234 00:10:11,297 --> 00:10:13,215 Noooo! 235 00:10:13,299 --> 00:10:16,385 How can you arrest an older woman? 236 00:10:16,468 --> 00:10:18,762 Or her old-ish lackeys? 237 00:10:18,846 --> 00:10:20,139 I need a nap. 238 00:10:20,222 --> 00:10:23,392 You can nap in prison, grandpas. 239 00:10:23,475 --> 00:10:24,810 Wait. If they're old... 240 00:10:24,893 --> 00:10:26,603 Then what about Grandpa Max? 241 00:10:26,687 --> 00:10:29,940 He was already super old! 242 00:10:31,775 --> 00:10:33,152 [ Both scream ] 243 00:10:33,235 --> 00:10:38,240 We're too late! He's just a pile of dust! 244 00:10:38,324 --> 00:10:39,408 Oh, wow. 245 00:10:39,491 --> 00:10:41,827 I must have dozed off in that tent. 246 00:10:41,910 --> 00:10:44,663 Hey, kids did -- Both: Grandpa! 247 00:10:44,747 --> 00:10:47,416 [ Both shouting indistinctly ] 248 00:10:47,499 --> 00:10:49,960 Wow, you kids are so well behaved. 249 00:10:50,044 --> 00:10:52,504 You know, I should leave you with a nanny more often. 250 00:10:52,588 --> 00:10:56,091 No, Grandpa, don't! We won't do anything ever again, whatever it is! 251 00:10:56,175 --> 00:10:58,218 All right, all right. 252 00:10:58,302 --> 00:11:00,304 You don't have to be babies about it. 253 00:11:00,387 --> 00:11:02,473 Geez. 254 00:11:04,725 --> 00:11:07,853 ♪♪ 255 00:11:16,111 --> 00:11:18,364 Time to throw stuff.