♪♪
♪ Ben 10! ♪
♪♪
[ Rumbling ]
[ Grunts ]
Whoa!
Huh?
[ Roars ]
What're you supposed to be?!
Uh-oh!
Whoa!
[ Grunts ] Phew!
I think I lost that...
what should I call it? Teleph-ant?
Ele-mite?
[ Roars ]
Never mind! Whoa!
[ Grunts ]
[ Groans ]
This could be going better. [ Grunts ]
Whoa!
[ Beeping ] Is that me beeping?
Oh, I never heard that sound be--
[ Grunts ]
[ Groans ] Okay...
Sucker punch and run?!
Not on my watch!
[ Grunting ]
Ben, hurry up and get in!
Aw, I hate when they get away.
You did the best that you could, Ben.
That's all anyone can ever ask for.
You okay, Ben? You look a little worn out.
I was Cannonbolt! Big, round, strong Cannonbolt!
And that elephant-termite thing
still knocked me around like a rag doll!
I don't have enough power.
More power? 10 Aliens isn't enough?
[ Beeping ] Agh! What is that noise?!
Ugh! I don't know!
Grandpa, are you hearing this?!
That alarm is troubling.
Ugh! This funky noise is throwing me off my game!
[ Groans ]
[ Rumbling ] Huh? Whoa!
Whoa! What was that?!
Look!
It's gotta be that creature!
[ Crows cawing ]
The tremors definitely end here -- Mount Megalodon.
This web site says Mount Megalodon is a dormant volcano,
but it's been inactive for hundreds of years.
Dr. Animo: Well, it's about to take itself off the inactive list.
You should not have come here, you single-celled simpletons!
Animo! You got a lot of nerve calling us, uh, single-cell...
cell-sim-- blah -- tongue-twister!
What's the idea, unleashing your mega-monster
on innocent civilians?
All part of setting my true plan into motion.
When my creature reactivates this volcano,
either the city of Portland pays me to stop it
or drowns in a sea of hot lava!
Whoa, harsh.
Yes, harsh indeed.
[ Laughs manically ]
So, Ben, hot lava. Can you dial up, Overflow?
Coming right up.
Whoa. What's this? I don't recognize this alien.
Maybe thy alarm has something to do with it.
Some kind of warning.
Are we gonna stand around talking about it,
or we gonna see what this new alien can do?
Ben!
[ Laughs ] Yeah!
Whoa!
[ Laughs ] Cool!
It's definitely... different.
And what do you call this new monstrosity?
[ Breathy whispering ]
Gax! This is so rad!
Uh-huh. [ Laughs ]
What's a Gax?
I don't know, it just popped into my head.
Both: Whoa!
Whatever you're calling yourself,
you're gonna have to figure out how to stop that creature.
It's hero time, Ben.
You betcha it is!
Okay, let's see what Gax can do!
They haven't invented words
to describe how awesome I feel right now.
[ Laughs ]
All Right!
[ Grunting ]
Huh...
♪♪
[ Grunting ]
Whoops!
[ Screams ] Whoa!
[ Laughs ]
I take back every bad thing I ever said about tentacles!
Okay, buddy, I know you're up here somewhere!
Come on out
and let's settle this like awesome super-powered monsters!
Whoa! Huh?!
[ Growls ]
Not this time!
[ Roars ]
How's it going, pal? Still ugly?
[ Grunting ]
Whoa!
[ Screams ]
Whoa! Okay, guess it's time to get serious.
If you're gonna make these holes, maybe...
[ Grunts ] ...you should fill them!
You really don't let
this "lava and fire" business phase you, huh?
[ Roars ] [ Screams ]
[ Grunts ]
That was not cool!
Whoa! I have laser eyes?!
Now that's what I call power!
[ Laughs ]
All hail king laser space squid Gax!
[ Grunts ]
Laser eyes!
What do you think you're doing?
How am I supposed to hold the city ransom
when you've gone and doomed them!
Mount Megalodon is going to blow any second!
[ All gasp ]
But I was trying to save everyone.
Were you, now? Well done!
[ Roars ] [ Grunts ]
What?! No!
How's he doing?
The good news is that Gax is doing great.
The mountain, not so much.
Whoa! Oh, oh -- ah! Ah!
I can fix this! [ Grunts ]
Down, down, down!
Yeah, that ought to hold it.
Grandpa, look!
[ Roars ] What?!
You've gotta be kidding me!
Ben! What are we gonna do?!
Whatever we can!
[ Grunting ]
Ready to end this, bug-breath?
[ Watch beeping ]
Uh, yeah -- me, neither! [ Roars ]
[ Groans ]
Uh, so, uh,
don't suppose you want to take a little time out
to, uh, catch our breath?
I think not. Destroy him.
[ Roars ]
Oh, it's going to be too gruesome.
I can't watch!
No, no, wait! [ Laughs ] Of course I can.
Gwen: Ben, look out!
Whoa! Wha!
Gotcha! Are you okay?
Wait! I don't know if Gax is the best alien for this job.
Of course he's the best for this job!
He's the best for everything!
Ben, this is really serious.
You can't control Gax.
Come on! Gax saved the whole mountain!
Just look at it!
Yeah, Ben, look at it.
Okay, so maybe I need to learn to reign him in a little.
But practice makes perfect, right?
Sure you don't want to wrap this one up
with something like Diamondhead
and run around with Gax la...ter.
Don't you worry, cousin!
What's that worst that can happen
now that you guys took care of that weird insect-aphant?
[ Screams, grunts ]
I have had enough of this!
[ Rumbling ]
Gwen's totally gonna "I told you so" me on this one.
♪♪
Ben!
It's okay, I got this!
Huh?
[ Screaming ]
[ Coughing ]
[ Grunts ]
Please tell me you can get us out of this!
I wouldn't have driven us up the side of a volcano if I couldn't!
Hold on tight, kiddo!
[ Grunting ]
Are you guys okay?
For now! Just worry about the volcano!
If you find somewhere safe to time out,
you can come back with an alien you can actually control.
Whoa! [ Roars ]
Get it away from the volcano!
Otherwise, you two are just making things worse!
Oh!
Maybe making things worse is exactly what we need.
What?! What?!
[ Grunts ]
Laser eyes!
Uh, Ben? I don't think Grandpa can drive us out of a landslide!
Well, if I can lift an elephant thing,
the Rustbucket should be a piece of cake!
[ Grunts ]
[ Groaning ]
Sure, that looks acceptably stable.
Good job, team!
So we still on for burgers?
[ Roars ] Whoa!
Are you kidding me?!
[ Groans ]
And stay down!
Tennyson, don't think you've beaten me yet!
Hey! So you see this?
It's a little something I like to call
"victory by a landslide."
[ Growls ]
Put me down right now!
How about I put you up instead? What?
Oof, oof! Oh, ugh.
Wait, what am I doing?
I will have my revenge!
You and what army?!
And you said I couldn't control Gax's power.
Don't you think it's weird you haven't timed out yet?
If by "weird" you mean awesome,
then, yes, I would say it is awesome.
Ugh, Ben! Kids, food's ready!
I guess we'll find out
if whatever Gax is likes hamburgers.
[ Chuckles ] Whoa!
Nice to see you got over your tentacle phobia.
Not hard when they're attached to...
[ Gulps ]
...the most cool and powerful alien in the whole universe!
Hail to the Gax! [ Beeping ]
Ugh, there's that alarm again!
Whoa! This is different.
Uh, shouldn't you be back to Ben now?
Should, but I'm not! Weird.
But I like it! Lean green is on the scene.
A most peculiar malfunction
appears to be occurring within the mechanism!
I seem to be caught
in some sort of unprecedented transformational loop.
This is ridiculous!
Ridiculous good or ridiculous bad?
Uh, Ben, can you stop it?
Stop it?
I think I love it!
[ Rumbling ]
[ Car alarm beeping ]
Where exactly are we headed, Grandpa?
My old buddy, Phil, is consulting
on a new high-speed commuter train here in Portland.
He's a real genius when it comes to electronic stuff.
So he can help with the watch,
but what about the kid wearing the watch?
Oh! Oh, boy.
[ Grunting ]
Yeah! Oof! [ Chuckles ]
Hopefully, Phil can shed some light on the watch malfunction
and the Ben malfunction alike.
Malfunction? More like an Upgrade!
Not again!
Aw, yeah! Let the parade of aliens continue!
Whoo-hoo!
This is serious!
Seriously awesome!
Being able to go alien-to-alien-to-alien
is the best!
I've never felt more powerful!
I want to do as much as I can while this lasts.
Anyone want me to upgrade your cell phone into a satellite?
Gwen's right, Ben.
There could be unexpected consequences
to this power glitch.
You should probably sit tight --
Too late.
[ Rumbling ]
♪♪
[ Screams ]
[ Groans ]
♪♪
[ Horns honking ]
♪♪
[ Siren wails ]
[ Groaning ]
Get in here! Oof!
Hey!
This isn't a game, you know.
Game? Did you see me?
I was the definition of a powerful hero in action!
It is possible to have too much of a good thing.
You should cool it
until we figure out what's up with that watch.
What's up is I'm better than ever.
I don't think the watch needs fixing.
It just needs me to use it more!
Roll out the power!
[ Screams ]
[ Grunts ]
[ Cheering ]
All right! Finally back to Gax!
Uh, wait! Can Gax fly?!
[ Grunting ]
Aw, man!
[ Grunts ]
Nope, Gax can't fly.
Nice landing. Gax shouldn't even be out here!
There's a massive crater in the middle of the road.
Oops? But come on!
Who's not digging these muscles?
Max: He's not digging muscles, but he is digging.
Let's get to the underground and find my buddy, Phil.
I don't want to delay any longer.
Men: Help! Help us! Someone's in trouble.
Hello?! Phil: Help -- down here!
That's Phil's voice!
The aftershocks from Mount Megalodon
must have caused a cave-in!
Hero time!
[ Grunts ]
Men: Help! Please! Anyone!
Not just anyone...
Gax!
Whoa!
[ Coughing ]
Come with me -- now!
What is that?! It's a monster!
-I've never seen such a thing! -Monster?!
No, no, no, no, I'm trying to help.
Uh-oh. No time for games, guys.
[ All gasp ]
Grandpa, special delivery!
[ Grunts ]
[ All yell ]
Ben, what about Phil?!
Phil? Uh-oh! He must still be in the train.
Hey, ugly! What did you do with my crew!
You must be, Phil.
Look, first of all, I'm not a monster!
I'm a... Stinkfly?
Seriously?! What are you?
[ Crackling ]
No time for questions!
Oh, no! Ben! Ben!
Phil, get out of there!
[ Grunts ]
[ Coughing ]
Well, we're not getting out that way.
Thanks for saving me. No problem. It's what I do.
Was that... [ Coughs ]
...Max Tennyson I heard up there?
Yeah, Grandpa's up there with your...
[ Beeping ] With -- oh, brother.
With your worker people. Sorry.
This thing won't quit squawking.
This is the cause of your incredible transformations?
The watch, yeah! It's pretty cool.
Well, how does it work? Is this some sort of alarm?
Oh, it stopped.
It must be some sort of DNA-altering transformer,
but what's the source of its power?
Some sort of nuclear core? Uh, Phil?
No, that can't be it. Phil?!
What? Oh, right.
We should probably get out of here.
[ Gasps ] Well, I'll be!
Focus, Phil!
♪♪
The train's controls are in that room.
But I'm guessing they aren't made of rock?
Don't worry! I can fix anything --
so long as you get that boulder out of the way.
[ Grunting ]
No problem. Incredible.
How much weight would you say each arm can--
Focus, Phil!
Right! Okay...
[ Muttering ]
Phil, you almost done?
Just one more.
Got it!
Whoo-hoo! [ Grunts ]
Good job! High-five!
More like high-20!
Whoops!
[ Sighs ]
How about a low-four.
So, Max wanted me to look at the device?
He said you're an excellent engineer
and thought you could analyze the alarm
and perhaps repair my watch so that --
[ Beeping ] Oh, dear. One moment.
[ Screams, grunts ]
Max, is right. I might be able to help.
But that's no watch. [ Thud ]
You expecting someone?
Uh...Who are you guys? What are you guys?
♪♪
Tennyson, watch! Watch!
[ Grunts ]
Ben: Watch what?
Oh! "Watch!" Yeah, it's timed out right now,
so maybe you guys just go away by choice?
You know, pick on someone your own smell?
Hey!
All too easy, Six-Six.
[ Hisses ] [ Grunts ]
♪♪
They're after the Omni-- uh, after your watch, Ben!
Sorry to rain on your parade, uglies.
The watch stays with me.
Flash flood!
[ Grunts ]
[ Both grunt ]
Let's see how you like living in an aquarium.
Whoa!
[ Grunts ]
Wait a minute! I'm supposed to have power over the water!
Whoa! -[ Grunts ]
See ya in the sewers!
[ Growls ]
Or sooner.
Hope you're ready to get...
Fast? Uh-oh!
Thank you!
Ha, ha! Ya snooze, ya lose, pokey!
[ Screams ]
Okay, point the other end at the bad guys.
[ Growls ]
Nice hand shake you got there.
Too bad we won't have time to...
[ Growling ]
How are you getting so close to me?
I'm the fast one!
Six-Six may be susceptible to your speed,
but you'll not find Tetrax so slow, Kineceleran!
[ Grunts ]
Who are you calling "Kenny celery-man"?
What you are is of no matter to us.
[ Grunts ]
What you have...
is.
Give it to us, and you may yet live.
[ Grunts ]
Oh, man!
I am not catching any breaks here.
[ Grunts ]
Stand here! Huh?
Oh, yeah! Sweet tech!
[ Grunts ]
Oh, no. Oh, no!
Tennyson, we've got a problem!
We have no brakes!
[ Panting ]
That's not what I want to hear right now!
[ Grunting ]
[ Groans ]
Got some problems with the console.
Like there is no console?!
There's light up ahead. We're almost out of the tunnel.
[ Footsteps approach ]
Hand over the alien.
Which alien? I've got, like, 10!
[ Sighs ] See?
♪♪
[ Grunting ]
Well, look at that!
Too scared to face off with the vine! [ Grunts ]
I have a feeling that's not it...
so much as the fact that we're headed for a mighty big drop.
♪♪
Ben! Phil!
Jump!
It's Max. They want us to jump across?!
I can't make it across like this.
I need a more powerful alien -- like Gax!
Trust me, kid!
You've got all the power you need right here.
♪♪
Wait for it!
Uh, wait for what?!
Huh? [ Grunts ]
[ Tires squeal ]
Whoa! [ Grunting ]
[ Groaning ] That was kind of fun.
Sure.
Low-five.
[ Groans ]
Well, whoever they were, they're gone now.
So I failed. Those alien guys got away.
No, you won. You saved all those workers.
And you saved me.
Forever grateful.
I second that.
And while I hate to be short on the niceties,
any thought on Ben's buggy watch or why they were after it?
The didn't want the device,
they wanted something in the device.
In it? But what?
[ Gasps ]
Gax!
♪♪
[ Yawns loudly ]
[ Groans ] Man!
You guys got up early! Got up?
We've been up...
all night long!
You changed aliens every 15 minutes.
Huh? Are you sure?
I don't remember turning into any aliens last night.
I slept like a baby!
♪♪
Oh, we're sure.
Overflow even "wet the bed!"
Ugh, Gwen!
Well, I'm not changing anymore!
Maybe you guys can nap now.
[ Watch beeps ]
That watch has a mind of its own right now.
Until we can understand what's wrong,
we're staying out here deep in the forest so nobody gets hurt.
[ Beeping ]
Is it just me or is this noise actually getting worse?
The watch never made that sound until that new alien showed up.
He has a name! It's Gax.
It's definitely an alarm, right? Possibly.
It could've been what attracted those other aliens to Gax
if that's what they were after.
I don't even get what we're trying to fix!
Aside from the occasional beeping,
being able to change from alien to alien is awesome!
And I got a new super-powerful bonus hero!
Ben, I think it may be a little more complicated than that,
but we'll figure it out -- as a team!
Ow! Phil, what is this thing?!
It's a device to monitor the energy signatures
of your rapidly-changing alien forms.
Ugh! That's it!
This is my watch and my aliens!
I'd know if something was wrong with it,
and I'm telling you guys there isn't!
I'm gonna go test out my new powers -- on my own.
Ben! No, it's better if he goes
and uses the watch as much as possible.
It will give us more data to work with.
[ Chirps ] All right, Gax!
♪♪
[ Growls ]
Super strength!
Whoa! Whoa!
Super flip!
Ha ha, yeah!
Hmm.
[ Grunts ]
He shoots...
he scores!
And what's better than roasting one tree?
Roasting three trees!
Oh, yeah!
I can't believe that Phil guy was trying to fix this!
[ Growls ]
If anything, he just made it worse!
I'm trying to focus on Gax!
If I can just get this thingy off my watch.
Ugh. Looks like this job
is gonna require some heavy machinery.
Come on, watch. I want to focus on Gax!
Huh!? What?!
Now look what you made me do, Phil!
Uh...
Well, at least now I can stomp out the...
fire!
[ Screaming ]
This is most unpleasant!
Ow, ow, ow, ow, ow, ow, ow, ow, ow!
Whoa! I don't...
feel so...
good.
[ Groans ]
Oh, no!
No, no, no, no, no!
Ooh, now we're talking. Yes!
[ Grunts ]
Uh-oh. Agh!
Oh, man! Stay cool, Ben, you got this.
There's no level of disaster you can't master.
[ Grunts ] Oof!
[ All gasp ]
Ugh! See?
And I didn't even have to lift a finger.
I guess that takes care of the fire.
[ Watch beeping ] Oh, not you, too!
These readings are off the charts.
Never mind the readings, Phil!
That's the way Ben went, we've got to go find him.
Wait a moment! There's something strange here.
The data inside the watch that allows Ben to transform,
a portion of it seems...
fragmented -- incomplete.
As if it's missing its other half.
I don't think that the watch has been sounding an alarm at all.
I believe it may be a beacon.
Whoa, another alien?!
Wha?! I better not take any chances.
[ Grunts ]
Nope.
Whew! Close one!
I've seriously had enough forest fire for today.
Now, don't think I forgot about...
[ Gasps ]
Gax's shriveled old twin?!
You're calling yourself Gax, eh?
[ Chuckles ]
Well, then you may call me Vil.
Greetings, fellow Chimeran.
Chimera-who with the what now?
Is that what kind of alien you are?
Is that what kind of alien Gax is?!
You really have no idea of the power you possess, do you?
Oh, I have an idea. Check this out.
[ Grunts ]
[ Squawking ]
Of course, your form wields great physical strength,
but you lack control.
Now you sound like Grandpa and Gwen --
another person trying to tell me how to use my aliens.
Why don't you try your laser on another tree?
This time, I'll guide you.
You better have a fire extinguisher
in that spaceship of yours.
Good. Now, don't stop -- focus.
Control your power.
Whoa! No fire this time!
I just like, lasered that tree out of existence!
[ Laughing ]
[ Coughing ] Awesome!
Now see what can be accomplished
when such raw force is matched with precision and discipline?
Wow! I usually just go with the flow,
but maybe there really is something to this --
to having control. Indeed.
The true potential of this form is found
only in a lifetime
of the deliberate honing of one's raw strength.
Which is why this power is rightfully mine!
[ Screams ]
Ben!
Yes!
[ Screaming continues ]
[ Grunts ]
I'm Vilgax once more!
What? What did you do?
What happened to Gax?
"Gax" is but a fraction of my DNA.
My true power, trapped inside that Omnitrix
to be used as a child's plaything.
But now the halves have become whole.
I have returned to my full strength,
and I will destroy that cursed device.
We are too late.
Oh, I can't handle any more bad guys right now!
Hang on!
You are indeed too late, interlopers!
Now, witness the power of Vilgax!
Vilgax has combined! We have to stop him!
[ Grunts ]
[ Roars ]
Whoa, whoa! All right, I can work with this.
What's going on, Ben?
I don't know, Grandpa,
but I think these guys are on our side.
And I need to help them.
♪♪
Sorry we got off on the wrong foot!
[ Grunts ] Whoa!
Eee! Oof!
[ Screams ] Oof!
Undone by unpredictable transformations!
[ Grunting ]
Ooh!
It appears I am once again a solo act.
I need a plan.
I could elevate those elements and use their kinetic energy
to offset the stability of -- I've got it!
I lost it.
Have to do this the Cannonbolt way!
[ Growling ]
Seeds?
[ Growls ]
Ha, ha! Huh?
Whoa!
[ Growls ] You are a pest!
And you are trying my patience!
[ Grunting ] I just need a second.
[ Grunts ] No, not again!
Oof! [ Grunts ]
Ugh!
[ Grunts ]
Oh, boy! [ Grunts ]
[ Panting ]
Ben, you all right?!
Yeah. [ Exhales ]
I didn't know if I was going to make it out of that one.
[ Loud thump ] Congratulations!
You've managed to knock me off balance!
Aw, come on, dude, why couldn't you stay down?!
Just surrender, child!
That's it, squid face. You're sushi!
[ Grunts ]
Without full control of your power, you cannot defeat me.
Whoa!
Ow!
Ben!
Gwen, get down!
♪♪
Pitiful!
[ Whoosh! ]
♪♪
Oh, no! Grandpa, is he?
Grey Matter: [ Coughs ] Ugh!
Good thing Grey Matter is so small.
I could have been crushed.
[ Groans ] I just want to go back to Ben.
Ben. That...
may not be possible.
You really are a brilliant science guy, Phil...
and a downer.
It appears the device has fused into an open state.
And while I am reading energy signatures for 10 aliens...
I'm no longer reading one for Ben Tennyson.
♪♪
Ugh! So hungry.
Here you go, Ben. Cooking isn't really my forte.
But Grandpa is too busy to make dinner so, uh, bon appetit?
Aw, sweet! I'm starving!
Oof! Aw, crushed it,
And torched it.
No!
It's fine.
I probably overcooked it anyway.
All right, kids, it shouldn't be much longer.
How you holding up?
Both: We're fine, Grandpa.
[ Growls ] I wish I'd never found this stupid watch!
I can't eat.
I can't sleep.
I can't even be me anymore!
Don't worry.
We'll get you back to your normal annoying Ben self soon.
[ Screams ] Gwen!
It's okay, Grandpa buys oven mitts in bulk.
Good news! Thanks to the data I gathered
during battle with that Vilgax creature,
I've concluded that the source of the problems with your Omnitrix is
in fact Vilgax himself.
And that's good news how?
Because now I know how to fix it!
All you have to do is defeat Vilgax!
How am I supposed do that?
I already lost to him once
because my transformations are...
My transformations...
Transformations are...
Transformations...
[ Growls ]
We can fix him, right?
Let's just focus on finding Vilgax for now.
Speaking of squid face, the dish just picked him up.
[ Beeping ]
Mount Megalodon? I just fixed that...
Mess.
Ben, it's probably safer if you stay in the back
until you get better control over your situation.
So what could Vilgax want with the volcano?
I mean, besides a beat down from Ben!
[ Chuckles ]
Ben? [ Sighs ]
Well, he's not here to admire the view.
If he wants to break orbit,
his ship is going to need to replace a lot of energy,
and there's a ton of it in the magma underneath that mountain.
And while he's getting it,
we should have just enough time to analyze the data I gathered,
and undo whatever he did to the Omnitrix
before he gets out of reach.
What if we don't--
Whoa! [ Rumbling ]
Huh?
Hang on!
♪♪
Phil: The volcano's destabilizing -- right underneath us!
Turn back, Max!
[ Grunts ] I can't stop it!
Maybe I can!
Come on...
Yes!
Whoa!
Both: Ben!
No!
No, no, no, no, no!
[ Gasps ] Yes! [ Laughs ]
No! [ Screams ]
Oh, man, oh, man, oh, man!
[ Grunts ]
Thank you for bringing me the Omnitrix!
You survived our last encounter thanks to its power!
Mildly impressive.
Hey! My eyes are up here, Vilgax!
And I hope you're ready for round two,
'cause you're about to get Heatblasted!
I am always ready, changeling.
What? Oh, fine!
Whoa! [ Screams ]
[ Grunts ] Aqua kick -- aagh!
Pitiful! [ Grunting ]
Not so fast, Vilgax!
Here's water in your -- arms!
[ Grunts ]
Hyah!
Ouchie!
Eek!
[ Screaming ]
I can't control my transformations,
but perhaps I can control my lack of control.
Guess who's coming, sour puss?
[ Grunting ]
Prepare yourself, brute!
For even I do not know my next attack!
Stinkfly?
[ Growls ]
Whoa!
Four Arms -- each fist with your name on it!
[ Grunts ]
[ Groaning ]
Your crystals mean nothing to me!
[ Grunting ]
It's not about the crystals, octo-face!
It's all about the element of surprise!
[ Grunts ]
Awful hard to fight when you don't know what's coming!
Huh?! Aah!
[ Panting ]
It would appear that I've underestimated
the power of the Omnitrix.
Giving a mere child the power to challenge me --
Vilgax the Conqueror!
I think I'll take it.
Come and get it!
[ Grunts ]
[ Computer chirps ] Hmm!
The molten energy from this dirt planet
has finished fueling my ship.
I can finally resume conquering the galaxy.
Max, what are you doing?
I'm going after Ben.
Still as reckless as ever, huh?
He's my grandson, Phil -- he's counting on me.
You're going to jump on an alien ship
that's floating in a pool of seething magma?
It's not a good idea!
Look out -- coming through!
Gwen? No!
[ Groans ]
You never should have come back, foolish sapling.
[ Groans ] Hey!
Nobody calls my cousin a fool but me, creep face!
Gwen?! Hyah!
[ Grunting ] I'm not afraid of you!
Whoa! Oof!
Stay here!
Stay? I'm your back-up!
You shouldn't be here! What?!
There's no way I'm going to let you hog all of the action!
This guy is too powerful -- maybe even for me.
I couldn't stand it if you got hurt.
Believe in yourself, Ben...
because I do.
Very touching final words.
Cousins forever.
I have a mission for you.
I need you to take care of Grandpa!
Ben, what are you -- Hang on!
[ Grunts ] [ Screams ]
Gotcha! [ Grunts ] Are you all right?
I am, but I'm worried about Ben. He's scared.
Sometimes being scared is the perfect motivation.
[ Groaning ]
[ Gasps ] Gwen.
Welcome to my control room...
wearer of the Omnitrix.
[ Growls ]
This fight is over.
What? I'm me again?! What did you do?!
What your incompetence and ignorance could not --
repair the Omnitrix.
And now, you should brace yourself.
The removal process is...
most unpleasant.
[ Grunts ] Aah!
You insolent wretch!
If he fixed it, then I can choose whatever alien I want!
None of the aliens you have displayed
possess the power to stop this ship
from entering orbit in 30 seconds.
There's still one alien you haven't met yet!
♪♪
And his name is Upgrade!
Hope you enjoyed your flight,
because I'm sending this ship right into the garbage!
A Galvanic mechamorph?!
No!
[ Grunting ]
Yes! One massive ship downgrade coming right up!
We gotta do something, Grandpa!
We've done all we can.
It's up to Ben now.
And he might be doing it!
[ Whoosh! ]
No!
What have you done with my ship?!
Not sure, but it sounds really bad.
You ought to get that looked at.
[ Growls ]
Very clever, boy, but now you've doomed us both.
You can't run, and the Omnitrix can't help you now.
If my ship goes down, you go down with it.
Run, Omnitrix?
That's it!
What are you?!
[ Grunts ]
Whoa! What's up with the Omnitrix?
Enough!
Couldn't agree more!
I will destroy you,
and then I will destroy this world!
Now see, that's what makes me mad.
Not enough that you ruined my day...
Now you want to ruin everyone else's!
Bup, bup, bup, bup. You're not going anywhere!
[ Grunts ] You're all washed up!
[ Growls, grunts ]
Oh, you want my Omnitrix, Vilgax?
This Omnitrix?!
Unfortunately, I have other plans for it.
[ Growls ]
[ Grunts ]
Aah!
It's not possible to change this frequently!
Maybe not, but I had some unexpected practice
with rapid changes recently!
My win, your loss.
[ Rumbling ]
Whuh-oh!
[ Alarm blares ]
Oh, no! It's going down!
Ben?
[ Sobbing ]
He -- he saved the planet.
He saved the entire universe.
[ Sniffling ]
Sorry.
I wasn't sure how to interrupt without being a jerk about it.
Ben!
[ Laughing ] Come here, you two!
♪♪
And then Heatblast blasted him across the room,
and Cannonbolt stomped him,
and Diamondhead trapped him in a giant crystal.
And I was like glowing, and I was switching aliens
without even touching the watch!
It was amazing!
That sounds so cool!
Yeah, here, let me show you!
Come on, Heatblast!
[ Grunts ] Heatblast!
Aw, man. Is it broken again?
Not at all!
When you used Upgrade to enhance the Omnitrix,
it gave you a great boost of power,
but that boost was only temporary.
To all appearances,
the Omnitrix is functioning as it was before Gax appeared.
Sounds like it's back to square one.
The Omnitrix truly is a magnificent piece of technology,
and I'm certain there's even more to discover about it.
Wait! Where are you going?
My services are needed elsewhere.
Take care, Tennysons.
Bye, Phil! Wow! What a cool, mysterious guy.
[ Scoffs ] He barely even did anything!
Well, kids, it's been a wild trip so far.
But given today, I'm guessing
you probably want to cut it short and head home early?
[ Laughs ] Gotcha!
Last one to the Rustbucket is a wart on Vilgax's nose!
Whoa! Best summer of my life!
[ Beeping ]
Okay, so, today Grandpa, Ben, and I are out whale watching.
[ Gasps ] I think we might have something here.
Let me give you guys a better angle. Hold on.
Before an animal surfaces the water,
you can usually see their air bubbles and --
Ben! You're gonna scare away all the whales!
[ Laughs ]
Who wants to watch some boring old whales
when you can watch cool new Overfl-- Aah!
Wow! Wasn't that beautiful?
Time to throw stuff!