1 00:00:01,688 --> 00:00:03,773 ♪♪ 2 00:00:07,026 --> 00:00:08,319 ♪ Ben 10! ♪ 3 00:00:08,403 --> 00:00:10,405 ♪ Ben 10! ♪ 4 00:00:10,488 --> 00:00:11,447 ♪ Ben 10! ♪ 5 00:00:11,531 --> 00:00:12,448 ♪ Ben 10! ♪ 6 00:00:12,532 --> 00:00:13,616 ♪ Ben 10! ♪ 7 00:00:13,700 --> 00:00:14,867 ♪ Ben 10! ♪ 8 00:00:14,951 --> 00:00:16,786 ♪ Ben 10! ♪ 9 00:00:16,869 --> 00:00:20,832 ♪ Ben 10! ♪ 10 00:00:21,999 --> 00:00:25,128 ♪♪ 11 00:00:30,842 --> 00:00:32,927 Huh, that sign said the gas station 12 00:00:33,010 --> 00:00:35,054 is somewhere around here. 13 00:00:35,138 --> 00:00:38,349 According to the map, we're in Harrowing Harbor. 14 00:00:38,433 --> 00:00:40,518 The most haunted town on the East Coast! 15 00:00:40,601 --> 00:00:41,936 Haunted? [ Gulps ] 16 00:00:42,019 --> 00:00:44,105 Only if they're counting the bored stiff? 17 00:00:44,188 --> 00:00:46,607 [ Laughs nervously ] 18 00:00:46,691 --> 00:00:48,151 [ Owl hoots ] Aah! 19 00:00:48,234 --> 00:00:49,986 Was that a "bored" scream? 20 00:00:50,069 --> 00:00:51,446 Never heard one of those before. 21 00:00:51,529 --> 00:00:53,156 There it is. 22 00:00:53,239 --> 00:00:54,699 [ Air brakes hiss ] 23 00:00:54,782 --> 00:00:56,659 -Come on, Bravehead. -Aah! 24 00:00:56,743 --> 00:00:59,787 Very funny. I wasn't scared, you know. 25 00:00:59,871 --> 00:01:03,958 Told you, kids. The nose always knows which way to...goes. 26 00:01:04,041 --> 00:01:07,086 Man: You shouldn't be here. 27 00:01:07,170 --> 00:01:08,171 Ghost! 28 00:01:08,254 --> 00:01:09,714 Still not scared? 29 00:01:09,797 --> 00:01:13,092 You need to leave. 30 00:01:13,176 --> 00:01:15,928 Uh, leave? But we need gas... 31 00:01:16,011 --> 00:01:19,557 uh, Carl with a "C." What's the "C" stand for? 32 00:01:19,640 --> 00:01:22,560 Carl. 33 00:01:22,642 --> 00:01:24,228 Oh, nice to meet you Carl with a "C." 34 00:01:24,312 --> 00:01:26,689 We're looking for gas and a place to stay. 35 00:01:26,773 --> 00:01:29,609 Nothing in this town for the living... 36 00:01:29,692 --> 00:01:32,570 [ Grumbles ] or the dead. 37 00:01:32,653 --> 00:01:35,865 -Man, you're creepy. -That looks like a nice hotel. 38 00:01:35,948 --> 00:01:37,950 [ Thunder crashes ] 39 00:01:38,034 --> 00:01:42,705 If haunted by unearthly horrors is what you call nice. 40 00:01:42,789 --> 00:01:47,627 No one has lasted the night to enjoy their free breakfast, 41 00:01:47,710 --> 00:01:50,004 thanks to the ancient evil that haunts it -- 42 00:01:50,087 --> 00:01:53,174 Free breakfast? Ah, dang, I shouldn't have said that. 43 00:01:53,257 --> 00:01:54,592 I wonder if they a have a waffle maker? 44 00:01:54,675 --> 00:01:57,344 Carl, do you know if...Carl? 45 00:01:57,428 --> 00:02:00,389 Okay. I'm freaked out now. Let's gas and go! 46 00:02:00,473 --> 00:02:03,392 Heck, we don't even need gas. I'll push! 47 00:02:03,476 --> 00:02:06,771 -You thinking what I'm thinking? -Free breakfast! 48 00:02:06,854 --> 00:02:08,897 [ Lightning strikes ] 49 00:02:08,980 --> 00:02:11,734 You don't really believe Carl's story do you? 50 00:02:11,818 --> 00:02:13,027 It's a gimmick. 51 00:02:13,110 --> 00:02:15,029 Carl with a "C" probably runs the hotel. 52 00:02:15,112 --> 00:02:17,406 He lures you in with a ghost story... 53 00:02:17,490 --> 00:02:20,159 And wham! Then he hooks you with the free breakfast. 54 00:02:20,243 --> 00:02:22,829 Okay, here's an idea -- Carl's right! 55 00:02:22,912 --> 00:02:24,497 He seems like an honest guy. 56 00:02:24,580 --> 00:02:26,791 Sure, the eye thing's a little weird, 57 00:02:26,874 --> 00:02:28,417 and the whole disappearing stuff, 58 00:02:28,501 --> 00:02:30,503 so I'm going back to the rust bucket. 59 00:02:30,586 --> 00:02:32,255 [ Crow caws ] Aah! 60 00:02:32,338 --> 00:02:34,257 Open, open, open, open, open, open, open! 61 00:02:34,340 --> 00:02:36,050 Hello? Hello? [ Rings doorbell ] 62 00:02:36,133 --> 00:02:38,009 Open, open, open, open, open, open, open, open, open, open, 63 00:02:38,094 --> 00:02:43,349 open, open! Ben, I'm telling ya, this is all just a big...gimmick? 64 00:02:43,432 --> 00:02:44,809 [ Door opens ] May I be of service? 65 00:02:44,892 --> 00:02:48,479 -Aah! -Uh, Carl...with a "C"? 66 00:02:48,563 --> 00:02:52,775 I am his twin brother, Karl with a "K." 67 00:02:52,859 --> 00:02:54,735 See? A gimmick. Called it! 68 00:02:54,819 --> 00:02:57,572 Three of your scariest rooms, please. 69 00:02:57,655 --> 00:03:02,201 A room is $50 for the night. Up front. 70 00:03:02,285 --> 00:03:03,786 Free breakfast included? 71 00:03:03,870 --> 00:03:06,289 [ Grunts ] If you last the night. 72 00:03:06,372 --> 00:03:09,584 You could sleep in the rust bucket, alone! 73 00:03:09,667 --> 00:03:11,502 Better hurry, little one. 74 00:03:11,586 --> 00:03:16,132 The monsters under your bed await! Who says that? 75 00:03:16,215 --> 00:03:17,425 [ Lightning strikes ] Aah! 76 00:03:17,508 --> 00:03:19,927 [ Door creaks ] 77 00:03:20,011 --> 00:03:22,013 Come on, Ben, your little baby steps 78 00:03:22,096 --> 00:03:23,556 are only slowing us down. 79 00:03:23,639 --> 00:03:25,682 I'll show you little baby. 80 00:03:25,766 --> 00:03:27,560 [ Electricity crackles ] Aah! 81 00:03:27,643 --> 00:03:31,063 Hmm, sounds like one of your guests is a little jumpy. 82 00:03:31,147 --> 00:03:33,691 You're the only guests here. 83 00:03:35,151 --> 00:03:37,486 That's not one of your beds is it? 84 00:03:37,569 --> 00:03:40,156 Amusing, no. It's an enchanted locker. 85 00:03:40,239 --> 00:03:42,450 It has the power to trap ghosts. 86 00:03:42,533 --> 00:03:47,121 Lock one inside, we throw in free cable. 87 00:03:52,710 --> 00:03:55,420 The pictures are watching me. 88 00:03:55,504 --> 00:03:59,926 Adrenaland's "House of Skulls" have had those since the '50s. 89 00:04:00,009 --> 00:04:01,719 [ Blows raspberry ] Uhh! 90 00:04:01,802 --> 00:04:04,055 [ Lightning strikes ] 91 00:04:04,138 --> 00:04:05,473 Monsters? 92 00:04:05,556 --> 00:04:07,683 Strobe lights with cut paper gels. Hmph. 93 00:04:07,767 --> 00:04:10,019 Child's play. Come on! 94 00:04:17,192 --> 00:04:19,278 Uh, guys? 95 00:04:20,863 --> 00:04:23,032 I trust you'll find your rooms accommodating. 96 00:04:23,115 --> 00:04:25,785 Scream if you need anything. 97 00:04:25,868 --> 00:04:28,537 Scream if you don't. 98 00:04:28,621 --> 00:04:30,831 Not sure if I prefer Karl with a "K"... 99 00:04:30,915 --> 00:04:33,084 [ Yawns ] ...or Carl with a "C." 100 00:04:33,167 --> 00:04:35,962 Guys, are you sure about this place? 101 00:04:36,045 --> 00:04:38,464 Fear is all in your head, Ben. Go to bed. 102 00:04:38,547 --> 00:04:39,966 Dream "free breakfast." 103 00:04:40,049 --> 00:04:43,094 Don't let your imagination get the best of you. 104 00:04:43,177 --> 00:04:45,762 My imagination? 105 00:04:46,389 --> 00:04:50,017 -Zoinks! -Leave... 106 00:04:50,101 --> 00:04:53,104 Uh, cut it out, imagination! 107 00:04:56,816 --> 00:04:58,067 [ Hissing ] 108 00:04:58,150 --> 00:04:59,902 [ Gasps ] 109 00:04:59,986 --> 00:05:02,279 Oh. [ Chuckles ] An umbrella. [ Chuckles ] 110 00:05:02,363 --> 00:05:03,948 That's harmless. [ Thud ] 111 00:05:04,031 --> 00:05:06,117 Eek! 112 00:05:06,993 --> 00:05:10,037 A branch? Get it together, Ben! 113 00:05:10,121 --> 00:05:12,623 Leave now... 114 00:05:12,707 --> 00:05:14,083 It's all in my head. It's all in my head. 115 00:05:14,166 --> 00:05:15,459 It's all in my head. It's all in my head! 116 00:05:15,543 --> 00:05:19,046 A clock? I was scared of a clock?! 117 00:05:22,717 --> 00:05:24,927 [ Gasps ] 118 00:05:25,011 --> 00:05:27,096 Definitely not in my head! 119 00:05:27,179 --> 00:05:28,597 Begone! 120 00:05:28,681 --> 00:05:31,767 Or be banished to oblivion! 121 00:05:31,851 --> 00:05:33,435 I'm gonna have to go with a third option -- 122 00:05:33,519 --> 00:05:35,312 cannonbolt! 123 00:05:35,396 --> 00:05:38,232 Aw, man. Upgrade? 124 00:05:38,315 --> 00:05:41,193 [ Grunting ] 125 00:05:41,277 --> 00:05:43,446 There's nothing around here to upgrade. 126 00:05:45,239 --> 00:05:47,324 Hey now. 127 00:05:51,620 --> 00:05:53,372 Let's get medieval. 128 00:05:53,456 --> 00:05:57,710 [ Grunting ] 129 00:05:57,793 --> 00:06:00,004 Whoa! Oh, that's a bummer. 130 00:06:00,087 --> 00:06:01,380 Aah! 131 00:06:01,464 --> 00:06:02,715 [ Grunting ] 132 00:06:02,798 --> 00:06:04,925 [ Knock on door ] [ Snoring ] 133 00:06:05,009 --> 00:06:07,970 [ Mutters ] Free breakfast? Is it breakfast time? 134 00:06:08,054 --> 00:06:11,140 Sea spook! Phantom fisherman! Ghosty diver dude! 135 00:06:11,223 --> 00:06:13,768 He took my sword! And I pushed him. Over there! 136 00:06:13,851 --> 00:06:15,353 Come on! I'll show you! 137 00:06:15,436 --> 00:06:18,606 He fell right over... What? He's gone? 138 00:06:18,689 --> 00:06:21,067 You sure you saw a phantom fisherman? 139 00:06:21,150 --> 00:06:23,402 [ Yawn ] What's he blabbing about now? 140 00:06:23,486 --> 00:06:26,113 He was right there. A ghost. He tried to spearfish me. 141 00:06:26,197 --> 00:06:28,616 We gotta leave! Now! 142 00:06:28,699 --> 00:06:30,826 Okay, okay. Calm down, Ben. 143 00:06:30,910 --> 00:06:32,911 Let's see if we can't catch this sea ghost 144 00:06:32,995 --> 00:06:34,914 before we do anything drastic. 145 00:06:34,997 --> 00:06:38,501 I got an idea. 146 00:06:38,584 --> 00:06:41,587 -I'll be right over there. -Why am I bait? 147 00:06:41,670 --> 00:06:45,007 And is it really necessary for me to wear the sign? 148 00:06:45,091 --> 00:06:48,844 Because it's your ghost. And yes. So start fishin'. 149 00:06:48,928 --> 00:06:50,221 He's not my ghost. 150 00:06:50,304 --> 00:06:52,932 [ Whistles ] Here, ghostie, ghostie, ghostie! 151 00:06:53,015 --> 00:06:54,433 Nothing! Guess we should just... 152 00:06:54,517 --> 00:06:56,935 You have been warned! 153 00:06:57,019 --> 00:06:58,104 Aw, crud. 154 00:06:58,187 --> 00:07:02,024 Horror beyond comprehension awaits! 155 00:07:02,108 --> 00:07:03,609 It really is a ghost! 156 00:07:03,692 --> 00:07:06,487 Prepare to join me in the depths! 157 00:07:06,570 --> 00:07:08,823 Not again! Aah! 158 00:07:08,906 --> 00:07:12,576 -[ Grunts ] -You should have left. 159 00:07:12,660 --> 00:07:15,329 And you shouldn't have come back! 160 00:07:15,412 --> 00:07:17,498 [ Grunts ] 161 00:07:18,874 --> 00:07:20,793 Looks like we got ourselves some free cable. 162 00:07:20,876 --> 00:07:22,419 [ Pounding on lid ] 163 00:07:22,503 --> 00:07:27,216 Fools! Let me out of here! I'm your only hope! 164 00:07:27,299 --> 00:07:29,635 Wait, I recognize that voice. 165 00:07:29,718 --> 00:07:32,179 [ Lid creaks ] 166 00:07:32,262 --> 00:07:33,764 Carl with a "C"? 167 00:07:33,848 --> 00:07:35,850 I knew it! He's in cahoots with his brother Karl with a "K." 168 00:07:35,933 --> 00:07:39,145 Charging people 50 bucks a pop, then terrifying them, 169 00:07:39,228 --> 00:07:42,231 and swindling them out of the free breakfast. 170 00:07:42,314 --> 00:07:45,609 Yeah, I admit it. I was trying to scare you off. 171 00:07:45,693 --> 00:07:46,944 And I would've, too, 172 00:07:47,027 --> 00:07:50,489 if it wasn't for that kid turning into aliens! 173 00:07:50,573 --> 00:07:52,533 But I'm not working with my brother. 174 00:07:52,616 --> 00:07:56,786 I'm trying to save you from his evil plans. 175 00:07:56,871 --> 00:08:01,083 Likely story, Carl with a "C"! You failed. We're staying. 176 00:08:01,167 --> 00:08:03,335 Nothing you do is going to scare us from -- 177 00:08:03,419 --> 00:08:05,296 [ Laughs evilly ] 178 00:08:05,379 --> 00:08:09,925 Congratulations! You won the free breakfast. 179 00:08:10,009 --> 00:08:13,554 Too bad it will be your last meal. 180 00:08:13,637 --> 00:08:16,348 Um, what exactly are you? 181 00:08:16,432 --> 00:08:18,684 Evil that never sleeps! 182 00:08:18,767 --> 00:08:21,228 Evidently, dabbling in dark magic 183 00:08:21,312 --> 00:08:26,275 turns you into a monster and your brother into a ghost. 184 00:08:26,358 --> 00:08:28,027 Huh. Who knew? 185 00:08:28,110 --> 00:08:31,322 I warned you, but you didn't listen. 186 00:08:31,405 --> 00:08:33,991 You are the free breakfast. 187 00:08:34,074 --> 00:08:35,492 Normally, I would say I told you so, 188 00:08:35,575 --> 00:08:37,870 but I'm too terrified right now! 189 00:08:42,082 --> 00:08:43,918 Aah! 190 00:08:44,001 --> 00:08:46,503 I think it's about time to dial up a good one, Ben. 191 00:08:46,587 --> 00:08:49,298 Breakfast is served! 192 00:08:49,381 --> 00:08:51,842 [ Laughs ] 193 00:08:56,472 --> 00:09:01,185 Whoa! 194 00:09:01,268 --> 00:09:05,439 Time to eat! [ Laughs ] 195 00:09:05,522 --> 00:09:07,650 Whoa! 196 00:09:07,733 --> 00:09:10,361 Ah! Ben! The watch! 197 00:09:10,444 --> 00:09:12,988 Aah! 198 00:09:15,699 --> 00:09:19,161 [ Grunting ] 199 00:09:20,704 --> 00:09:22,790 [ Grunting ] 200 00:09:24,291 --> 00:09:25,668 [ Grunting ] 201 00:09:25,751 --> 00:09:29,880 Nice try, plant thing, but my hunger is too strong. 202 00:09:29,964 --> 00:09:32,216 Uh-oh. Whoa! 203 00:09:32,299 --> 00:09:35,010 [ Grunting ] 204 00:09:35,094 --> 00:09:37,471 Ben's in trouble! Carl with a "C." 205 00:09:37,554 --> 00:09:40,307 [ Grunting ] 206 00:09:40,391 --> 00:09:43,893 Brother. Time to join me! 207 00:09:43,978 --> 00:09:47,439 [ Growling ] 208 00:09:49,358 --> 00:09:52,403 Carl, you shouldn't play with sharp things! 209 00:09:52,486 --> 00:09:54,071 [ Spear thuds ] 210 00:09:54,154 --> 00:09:58,951 [ Growling and grunting ] 211 00:09:59,034 --> 00:10:01,370 The lure! It's the source of his power. 212 00:10:01,453 --> 00:10:03,122 Way ahead of ya. [ Grunts ] 213 00:10:03,205 --> 00:10:06,250 [ Grunting ] 214 00:10:06,333 --> 00:10:08,252 [ Screams ] 215 00:10:08,335 --> 00:10:11,088 [ All screaming ] 216 00:10:11,171 --> 00:10:14,091 [ Yelling ] 217 00:10:14,174 --> 00:10:16,760 We gotta help Carl with a "C"! 218 00:10:16,844 --> 00:10:20,306 Carl! Hang on, we'll help you! 219 00:10:20,389 --> 00:10:24,310 You already have! [ Laughs ] 220 00:10:26,186 --> 00:10:28,314 Kids! We gotta go! [ Grunts ] 221 00:10:28,397 --> 00:10:29,523 Both: Grandpa! 222 00:10:29,606 --> 00:10:34,028 Aah! Huh? 223 00:10:34,111 --> 00:10:36,196 Now we're going! 224 00:10:41,535 --> 00:10:46,248 Wow! Huh. I'm actually kinda bummed to see that place go. 225 00:10:46,332 --> 00:10:48,375 Looks like you got over your fear. 226 00:10:48,459 --> 00:10:49,835 Yeah, I guess so. 227 00:10:49,918 --> 00:10:51,253 Funny, thinking you know everything 228 00:10:51,337 --> 00:10:53,130 can get you in just as much trouble 229 00:10:53,213 --> 00:10:54,631 as fearing the unknown. 230 00:10:54,715 --> 00:10:56,175 How about you, Grandpa? 231 00:10:56,258 --> 00:10:58,469 [ Sighs ] Well, I learned there's no such thing 232 00:10:58,552 --> 00:11:01,013 as a free breakfast. 233 00:11:02,806 --> 00:11:05,893 ♪♪