1
00:00:01,688 --> 00:00:03,773
♪♪

2
00:00:07,110 --> 00:00:09,195
♪ Ben 10! ♪

3
00:00:10,446 --> 00:00:11,447
♪ Ben 10! ♪

4
00:00:11,531 --> 00:00:12,448
♪ Ben 10! ♪

5
00:00:12,532 --> 00:00:13,616
♪ Ben 10! ♪

6
00:00:13,700 --> 00:00:14,867
♪ Ben 10! ♪

7
00:00:14,951 --> 00:00:16,786
♪ Ben 10! ♪

8
00:00:16,869 --> 00:00:18,955
♪ Ben 10! ♪

9
00:00:21,040 --> 00:00:24,252
[ Suspenseful music plays ]

10
00:00:26,546 --> 00:00:29,173
[ Foot tapping ]

11
00:00:29,257 --> 00:00:31,342
[ Drumming ]

12
00:00:32,509 --> 00:00:35,012
[ Thumping ]

13
00:00:35,096 --> 00:00:36,639
Ben, quit it! Ben, quit it!

14
00:00:36,723 --> 00:00:38,808
This is taking forever!

15
00:00:38,891 --> 00:00:40,935
I'm dying to test out
my new helmet

16
00:00:41,018 --> 00:00:42,520
at Mini Moto Go-Kart Park.

17
00:00:42,603 --> 00:00:45,648
Can't this bucket of bolts
go any faster?!

18
00:00:45,732 --> 00:00:46,774
Now, Ben,
it's not the car

19
00:00:46,858 --> 00:00:48,443
that matters;
it's the driver,

20
00:00:48,526 --> 00:00:50,862
and this driver goes
the speed limit.

21
00:00:50,945 --> 00:00:54,031
[ Car honks ]

22
00:00:54,115 --> 00:00:57,535
[Suspenseful music plays]
Move over, slow-poke!

23
00:00:57,618 --> 00:00:59,537
Uh, maybe you should
let me drive.

24
00:00:59,620 --> 00:01:01,664
You are driving.

25
00:01:01,748 --> 00:01:03,124
Driving us nuts!

26
00:01:03,207 --> 00:01:05,041
Ha ha!
[singsong] Still got it.

27
00:01:05,125 --> 00:01:06,294
Says who?

28
00:01:06,377 --> 00:01:07,712
Your older cousin.

29
00:01:07,795 --> 00:01:09,213
By seven seconds.

30
00:01:09,297 --> 00:01:10,715
Best seven seconds
of my life.

31
00:01:10,798 --> 00:01:11,632
Whoa!

32
00:01:11,716 --> 00:01:12,925
[ Tires screech ]

33
00:01:13,009 --> 00:01:14,469
[ Zoom! ]

34
00:01:14,552 --> 00:01:17,722
[ Tires screech ]

35
00:01:18,639 --> 00:01:21,767
[ All scream ]

36
00:01:24,937 --> 00:01:27,106
Come on, Grandpa,
we can take 'em.

37
00:01:27,190 --> 00:01:28,523
[Engine sputters]
I'm not sure the rust bucket's

38
00:01:28,608 --> 00:01:31,110
in any condition to take
anybody right now.

39
00:01:31,194 --> 00:01:33,196
[ Engine cranks ]

40
00:01:33,279 --> 00:01:34,197
[ Backfire ]

41
00:01:34,279 --> 00:01:35,656
That sounds bad.

42
00:01:35,740 --> 00:01:36,991
Really bad.

43
00:01:37,074 --> 00:01:38,951
We're gonna need to find
a repair shop, pronto.

44
00:01:39,035 --> 00:01:40,118
I think you meant to say

45
00:01:40,203 --> 00:01:42,497
we're gonna need
an upgrade, pronto.

46
00:01:42,580 --> 00:01:44,123
Tha-That won't be
necessary, Ben.

47
00:01:44,207 --> 00:01:45,457
There's an exit
up ahead.

48
00:01:45,541 --> 00:01:48,753
I'm sure we can find
a regular repair shop.

49
00:01:48,836 --> 00:01:50,421
Aw, man.

50
00:01:50,505 --> 00:01:53,716
[ Vrooming ]

51
00:01:53,800 --> 00:01:55,176
[Engine revs]
Ben Tennyson,

52
00:01:55,259 --> 00:01:56,886
world's fastest go-cart racer,

53
00:01:56,969 --> 00:01:58,596
checks out his competition.

54
00:01:58,679 --> 00:02:02,558
His archrival barely manages
to hide his terror

55
00:02:02,642 --> 00:02:06,229
at facing such an amazing racer!

56
00:02:06,312 --> 00:02:08,397
[ Vroom ]

57
00:02:12,360 --> 00:02:14,320
Tennyson takes the inside.

58
00:02:14,403 --> 00:02:16,489
[ Rock music plays ]

59
00:02:24,288 --> 00:02:27,375
♪♪

60
00:02:32,295 --> 00:02:35,091
♪♪

61
00:02:35,174 --> 00:02:36,092
[Snap!]
-Huh?

62
00:02:36,175 --> 00:02:37,343
Ben, we're here.

63
00:02:37,426 --> 00:02:40,304
Yes! [chanting] Go-cart!
Go-cart! Go-cart!

64
00:02:40,388 --> 00:02:43,224
Ben! I meant we've stopped
here to find the mechanic.

65
00:02:43,307 --> 00:02:45,351
Ugh. And where is here?

66
00:02:45,434 --> 00:02:47,436
[Whistling]
Twilight Falls?

67
00:02:47,520 --> 00:02:50,021
I think it's
a retirement community.

68
00:02:50,106 --> 00:02:51,732
Well, I'll be
in the rust bucket.

69
00:02:51,816 --> 00:02:53,025
Wake me when we're ready
to leave.

70
00:02:53,109 --> 00:02:54,443
Ahh!
-Wouldn't dream

71
00:02:54,527 --> 00:02:56,444
of letting ya miss
all the excitement.

72
00:02:56,529 --> 00:02:58,990
This is almost
too exciting.

73
00:02:59,073 --> 00:03:01,534
We just need a mechanic,
and we can be on our way.

74
00:03:01,617 --> 00:03:02,994
[ Whimsical tune continues ]

75
00:03:03,077 --> 00:03:04,537
Whoa! Sweet ride.

76
00:03:04,620 --> 00:03:06,956
What's a car like this doing
in a sleepy little dump

77
00:03:07,039 --> 00:03:08,791
of a town like --
-Hey, now.

78
00:03:08,875 --> 00:03:10,626
You're talking about
my little town here.

79
00:03:10,710 --> 00:03:13,129
Oh, hey, car...person.

80
00:03:13,212 --> 00:03:14,797
You'll have to pardon
my cousin.

81
00:03:14,881 --> 00:03:17,216
Words aren't his specialty.
-That's all right.

82
00:03:17,300 --> 00:03:19,093
Everybody's welcome
in Twilight Falls.

83
00:03:19,176 --> 00:03:21,637
Name's Komal.
This here's my shop.

84
00:03:21,721 --> 00:03:22,930
[ Creak, clang ]

85
00:03:23,014 --> 00:03:25,349
We're a little behind
on our maintenance.

86
00:03:25,432 --> 00:03:27,643
Oh, I'm Max and these are
my grandkids,

87
00:03:27,727 --> 00:03:29,520
Gwen and Ben.
-'Sup?

88
00:03:29,604 --> 00:03:31,022
Oh, it's a good thing
we found you.

89
00:03:31,105 --> 00:03:33,190
Our RV --
-Not another word.

90
00:03:33,274 --> 00:03:34,525
I'll get my crew on it
right away.

91
00:03:34,609 --> 00:03:35,902
[ Whistles ]

92
00:03:35,985 --> 00:03:38,905
♪ Hup hup hup hup hup hup
hup hup hup hup hup ♪

93
00:03:38,988 --> 00:03:40,072
How'd you know?

94
00:03:40,156 --> 00:03:41,365
Are you a mind-reader?

95
00:03:41,449 --> 00:03:43,033
A pit chief
always knows.

96
00:03:43,117 --> 00:03:44,327
You're a pit chief?!

97
00:03:44,410 --> 00:03:45,578
Sure.

98
00:03:45,661 --> 00:03:46,829
Worked with some
of the best in the biz.

99
00:03:46,913 --> 00:03:48,080
This little beauty here

100
00:03:48,164 --> 00:03:49,706
has won more races
than I can count.

101
00:03:49,790 --> 00:03:51,334
I was just working
some last-minute tweaks

102
00:03:51,417 --> 00:03:53,002
to get her ready
for the big race today.

103
00:03:53,085 --> 00:03:54,211
Big race?!

104
00:03:54,295 --> 00:03:56,255
We might seem like
a sleepy little town,

105
00:03:56,339 --> 00:03:58,716
but, every year, the world's
finest racers gather here

106
00:03:58,799 --> 00:04:00,843
to compete in the
Cali Ten Hundred.

107
00:04:00,927 --> 00:04:02,720
[ Vrooming ]

108
00:04:02,803 --> 00:04:03,846
Cali Ten Hundred?

109
00:04:03,930 --> 00:04:05,097
What are there
ten hundred of?

110
00:04:05,181 --> 00:04:07,308
You know, I never
thought to ask.

111
00:04:07,391 --> 00:04:09,769
But I do know
I need to win today.

112
00:04:09,852 --> 00:04:11,395
That prize money
could really help me

113
00:04:11,479 --> 00:04:12,772
get my shop back
in order.

114
00:04:12,855 --> 00:04:14,148
[Tires screech]
Huh?

115
00:04:14,231 --> 00:04:16,358
[laughs] [French accent]
You really think

116
00:04:16,442 --> 00:04:17,735
you've got a chance
at winning?

117
00:04:17,817 --> 00:04:18,778
Come on.

118
00:04:18,860 --> 00:04:20,404
All: LaGrange!

119
00:04:20,488 --> 00:04:22,448
You were banned
from the Cali 10 Hundred

120
00:04:22,531 --> 00:04:23,699
a long time ago.

121
00:04:23,783 --> 00:04:25,493
And you cut us off!

122
00:04:25,576 --> 00:04:27,995
Oh, come on.
[Tsking]

123
00:04:28,079 --> 00:04:29,705
Nothing can stop me
from claiming the prize

124
00:04:29,789 --> 00:04:32,208
after taking out every car
in the race.

125
00:04:32,291 --> 00:04:35,544
Allow me to start
with yours.

126
00:04:35,628 --> 00:04:37,922
[Suspenseful music plays]
[Beep]

127
00:04:39,006 --> 00:04:40,257
[ Gasp ]

128
00:04:40,341 --> 00:04:41,550
Uh-oh.

129
00:04:41,634 --> 00:04:43,636
Looks like you're going to
need a tune-up.

130
00:04:43,719 --> 00:04:45,304
[ Laughs ]

131
00:04:45,387 --> 00:04:47,515
[ Tires screech ]

132
00:04:47,598 --> 00:04:49,684
Oh, no.

133
00:04:49,767 --> 00:04:51,644
I don't believe it.

134
00:04:51,727 --> 00:04:53,896
I'm ruined!

135
00:04:53,980 --> 00:04:54,939
Ow!

136
00:04:55,022 --> 00:04:56,399
That's all I need.

137
00:04:56,482 --> 00:04:59,068
I'm out of the race and, now,
I have a broken ankle.

138
00:04:59,151 --> 00:05:00,444
I'm worse off
than when I started.

139
00:05:00,528 --> 00:05:02,822
It's too bad you don't
have another car.

140
00:05:02,905 --> 00:05:06,659
Well, there is
another car.

141
00:05:06,742 --> 00:05:07,868
[ Suspenseful music plays ]

142
00:05:07,952 --> 00:05:09,662
She's a bit
of a fixer-upper.

143
00:05:09,745 --> 00:05:11,122
More of a fixer-forever.

144
00:05:11,205 --> 00:05:14,500
Just needs an upgrade
and it'll be ready to race.

145
00:05:14,583 --> 00:05:15,626
Whaddya say, Komal?

146
00:05:15,710 --> 00:05:16,877
An upgrade?

147
00:05:16,961 --> 00:05:20,172
What are we talking,
headers, cams, turbo?

148
00:05:20,256 --> 00:05:21,090
All of the above.

149
00:05:21,173 --> 00:05:22,508
Just get this thing to the race,

150
00:05:22,591 --> 00:05:25,469
and we'll teach LaGrange
he can't mess with us.

151
00:05:25,553 --> 00:05:27,513
[ Engines rev ]

152
00:05:27,596 --> 00:05:30,099
[ Suspenseful music plays ]

153
00:05:30,182 --> 00:05:31,517
Well, here you go.

154
00:05:31,600 --> 00:05:33,560
Not sure how useful
it's gonna be,

155
00:05:33,644 --> 00:05:35,771
and I'm in no condition
to race, with this ankle.

156
00:05:35,855 --> 00:05:38,232
I got everything
I need right here.

157
00:05:38,315 --> 00:05:40,484
You're a little weird,
kid, but I like you.

158
00:05:40,568 --> 00:05:43,029
Ladies and gentlemen,
start your engines.

159
00:05:43,112 --> 00:05:45,197
Better get a move on.

160
00:05:46,490 --> 00:05:48,075
Time to upgrade.

161
00:05:48,159 --> 00:05:49,118
[ Zap! ]

162
00:05:49,201 --> 00:05:50,536
What?

163
00:05:50,619 --> 00:05:51,495
Uh...what?

164
00:05:51,579 --> 00:05:52,872
Oh, just wait.

165
00:05:52,955 --> 00:05:54,415
You're gonna love
this part.

166
00:05:54,498 --> 00:05:56,584
[ Beeping ]

167
00:05:58,836 --> 00:06:00,379
Not bad, right?

168
00:06:00,463 --> 00:06:02,715
Uh, yeah, we probably
should've warned you

169
00:06:02,798 --> 00:06:04,717
beforehand.

170
00:06:04,800 --> 00:06:07,678
Hey! You're not going
without me.

171
00:06:07,762 --> 00:06:09,513
[ Seatbelt clicks ]

172
00:06:09,597 --> 00:06:10,473
[ Gunshot ]

173
00:06:10,556 --> 00:06:12,016
[ Tires screech ]

174
00:06:12,099 --> 00:06:14,185
[ Resonating ]

175
00:06:19,940 --> 00:06:21,525
All right, gang,

176
00:06:21,609 --> 00:06:24,195
it's time
to thin ze herd.

177
00:06:24,278 --> 00:06:27,031
[ Suspenseful music plays ]

178
00:06:27,114 --> 00:06:28,074
[ Grunts ]

179
00:06:28,157 --> 00:06:29,950
[ Clatter ]

180
00:06:30,034 --> 00:06:31,077
[ Glass breaks ]

181
00:06:31,160 --> 00:06:34,872
I think that man hit me
on purpose!

182
00:06:34,955 --> 00:06:36,082
Okay, you had your fun.

183
00:06:36,165 --> 00:06:38,250
Can we go
to the buffet now?

184
00:06:39,877 --> 00:06:40,836
[ Beep ]

185
00:06:40,920 --> 00:06:41,879
[ Whoosh! ]

186
00:06:41,962 --> 00:06:43,422
[ Clanging ]

187
00:06:43,506 --> 00:06:46,634
Nicely done, but we need
to step it up.

188
00:06:46,717 --> 00:06:47,593
[ Beep ]

189
00:06:47,676 --> 00:06:48,594
[ Squeaking ]

190
00:06:48,677 --> 00:06:49,804
Wrong button.

191
00:06:49,887 --> 00:06:50,805
[ Beep ]

192
00:06:50,887 --> 00:06:52,890
[ Pow-pow-pow! ]

193
00:06:52,973 --> 00:06:54,725
[ Tires screech ]

194
00:06:54,809 --> 00:06:56,477
[ Crash! ]

195
00:06:56,560 --> 00:06:58,687
Beep beep.
Coming through.

196
00:06:58,771 --> 00:07:00,940
Ben, we need
to stop LaGrange

197
00:07:01,023 --> 00:07:02,358
before he really
hurts someone.

198
00:07:02,441 --> 00:07:04,527
Working on it.
Just hang on.

199
00:07:06,737 --> 00:07:08,489
We got a visitor.

200
00:07:08,572 --> 00:07:10,616
I love surprise guests.

201
00:07:10,699 --> 00:07:11,742
[ Tires screech ]

202
00:07:11,826 --> 00:07:13,119
Whoa!

203
00:07:13,202 --> 00:07:14,578
Let's not do that again.

204
00:07:14,662 --> 00:07:15,871
Ha ha ha!

205
00:07:15,955 --> 00:07:18,958
I think you need to give
them a warm welcome.

206
00:07:19,041 --> 00:07:21,919
Warm, or cold?

207
00:07:22,002 --> 00:07:23,754
Oh!
I can't see anything.

208
00:07:23,838 --> 00:07:25,214
Relax. I've got it.

209
00:07:25,297 --> 00:07:29,093
How about
some black ice?

210
00:07:29,176 --> 00:07:31,887
Uh-oh! Whoa! Whoa!
Ah! Whoa!

211
00:07:31,971 --> 00:07:35,015
Hang in there, Gwen.
I got an idea.

212
00:07:35,099 --> 00:07:37,184
[ Zoom! ]

213
00:07:37,977 --> 00:07:40,062
Quoi?

214
00:07:40,437 --> 00:07:42,064
Impossible!

215
00:07:42,148 --> 00:07:44,108
Hey!
Mr. LaGrange!

216
00:07:44,191 --> 00:07:45,401
We were wondering
if you'd consider

217
00:07:45,484 --> 00:07:46,819
dropping out of the race.

218
00:07:46,902 --> 00:07:50,114
It is Monsieur LaGrange
and the answer is no!

219
00:07:50,197 --> 00:07:54,160
Now, be a good little
loser and go away!

220
00:07:54,243 --> 00:07:56,745
Ah-ah-ah, we've seen
that move before.

221
00:07:56,829 --> 00:08:00,624
So, [laughs] finally,
a worthy competitor.

222
00:08:00,708 --> 00:08:02,751
Oh! These fools.

223
00:08:02,835 --> 00:08:04,920
Your services are
no longer required!

224
00:08:05,004 --> 00:08:06,380
Think he's
going to be sore at us

225
00:08:06,463 --> 00:08:07,882
for letting
that car through?

226
00:08:07,965 --> 00:08:10,050
[ Whoosh! ]

227
00:08:10,509 --> 00:08:11,427
Oui.

228
00:08:11,510 --> 00:08:12,845
A little sore.

229
00:08:12,928 --> 00:08:15,472
He's destroying everything,
even his own racers!

230
00:08:15,556 --> 00:08:17,224
It's just us and him now.

231
00:08:17,308 --> 00:08:18,601
We meet again.

232
00:08:18,684 --> 00:08:21,395
I've enjoyed our little
soirée, but, alas,

233
00:08:21,478 --> 00:08:23,898
ze finish line awaits.

234
00:08:23,981 --> 00:08:25,774
You sound so sure
of yourself.

235
00:08:25,858 --> 00:08:27,318
Care to up the stakes?

236
00:08:27,401 --> 00:08:29,445
Upgrade: What are you doin'?
-I got this.

237
00:08:29,528 --> 00:08:30,613
A bet, ah?

238
00:08:30,696 --> 00:08:32,448
And, uh,
when I'm victorious,

239
00:08:32,531 --> 00:08:33,699
what will I win?

240
00:08:33,782 --> 00:08:35,409
If you win,
you get this car.

241
00:08:35,492 --> 00:08:39,497
If we win, you never
race again, ev-er.

242
00:08:39,580 --> 00:08:42,541
Ha ha. Please, have the keys
to my new car ready

243
00:08:42,625 --> 00:08:44,126
when I see you
at the finish line.

244
00:08:44,210 --> 00:08:45,419
Au revoir.

245
00:08:45,502 --> 00:08:47,463
All righty, Ben.

246
00:08:47,546 --> 00:08:49,173
Let's make this creep
eat our dust!

247
00:08:49,256 --> 00:08:50,716
[Alert beeps]
Oh, no.

248
00:08:50,799 --> 00:08:51,926
Don't tell me.

249
00:08:52,009 --> 00:08:52,968
[ Zap! ]

250
00:08:53,052 --> 00:08:55,429
[ Engine sputters ]

251
00:08:55,512 --> 00:08:56,805
Oh, what a pity.

252
00:08:56,889 --> 00:08:59,433
I did not even get
a chance to cheat.

253
00:08:59,516 --> 00:09:00,976
Come on, turn green!

254
00:09:01,060 --> 00:09:02,186
Forget it, Ben.

255
00:09:02,269 --> 00:09:03,270
We've lost.

256
00:09:03,354 --> 00:09:05,606
Komal's shop is done for.

257
00:09:05,689 --> 00:09:06,941
[Warbling]
That worked?

258
00:09:07,024 --> 00:09:08,442
I've gotta find the manual
to this thing.

259
00:09:08,526 --> 00:09:09,985
We're back in business.

260
00:09:10,069 --> 00:09:12,029
What are you waiting
for? Let's go!

261
00:09:12,112 --> 00:09:13,447
Uh, you're welcome?

262
00:09:13,530 --> 00:09:16,909
et's see if LaGrange is
faster than Accelerate.

263
00:09:16,992 --> 00:09:19,078
[ Zap! ]

264
00:09:20,871 --> 00:09:23,290
So, change of plans.

265
00:09:23,374 --> 00:09:24,291
Hang tight.

266
00:09:24,375 --> 00:09:25,376
Seatbelt fastened?

267
00:09:25,459 --> 00:09:26,335
Yep.

268
00:09:26,418 --> 00:09:28,420
Ah, here goes nothin'.

269
00:09:28,504 --> 00:09:31,048
[Zoom!]
Gwen: Yeah-eah-eah-eah!

270
00:09:33,676 --> 00:09:37,054
Closing in
on LaGraaaaange.

271
00:09:37,137 --> 00:09:38,222
But it would seem
I will have

272
00:09:38,305 --> 00:09:39,723
a chance to cheat,
after all.

273
00:09:39,807 --> 00:09:43,143
[ Beeping ]

274
00:09:43,227 --> 00:09:45,312
Ben, we got incoming!

275
00:09:48,941 --> 00:09:50,901
We're losing him without
your afterburners!

276
00:09:50,985 --> 00:09:53,070
Then let's cut
this race short.

277
00:09:55,322 --> 00:09:57,408
[ Sniffs ]

278
00:09:59,201 --> 00:10:00,286
[ Crash! ]

279
00:10:00,369 --> 00:10:02,162
You think zis race
is over?

280
00:10:02,246 --> 00:10:04,999
Now, my coup de grâce!

281
00:10:05,082 --> 00:10:07,710
[ Beeping ]

282
00:10:07,793 --> 00:10:11,839
[ Sonar pings ]

283
00:10:11,922 --> 00:10:13,007
Get ready
for another boost!

284
00:10:13,090 --> 00:10:15,175
Ready whenever you are.

285
00:10:16,427 --> 00:10:18,053
Why is it following us?

286
00:10:18,137 --> 00:10:20,139
It's gotta be
a heatseeking missile.

287
00:10:20,222 --> 00:10:21,807
LaGrange,
straight ahead.

288
00:10:21,890 --> 00:10:23,267
All righty, Mr. Rocket.

289
00:10:23,350 --> 00:10:25,436
This is your stop.

290
00:10:27,563 --> 00:10:29,565
Ah, plus tard.

291
00:10:29,648 --> 00:10:30,816
[ Beep ]

292
00:10:30,899 --> 00:10:34,403
[ Tires screech ]

293
00:10:34,486 --> 00:10:36,196
[ Rock music plays ]

294
00:10:36,280 --> 00:10:37,323
[ Zap! ]

295
00:10:37,406 --> 00:10:38,615
We just saved
Komal's shop!

296
00:10:38,699 --> 00:10:41,410
Then there's only
one thing left to do.

297
00:10:41,493 --> 00:10:44,079
Prepare to eat my dust!

298
00:10:44,163 --> 00:10:45,831
Pssh!
You're goin' down.

299
00:10:45,914 --> 00:10:47,833
[ Beeping ]

300
00:10:47,916 --> 00:10:48,792
[ Tires screech ]

301
00:10:48,876 --> 00:10:50,794
Hey, wait up, you two.

302
00:10:50,878 --> 00:10:53,464
Aw, I think
I got a bad cart.

303
00:10:53,547 --> 00:10:55,716
A wise man once told me,
"It's not the car

304
00:10:55,799 --> 00:10:57,468
that matters;
it's the driver."

305
00:10:57,551 --> 00:11:00,721
I gotta stop saying
stuff like that.

306
00:11:01,680 --> 00:11:05,267
♪♪

307
00:11:11,732 --> 00:11:13,942
♪♪

308
00:11:14,026 --> 00:11:16,278
Time to throw stuff.

309
00:11:16,362 --> 00:11:18,739
♪♪