♪♪
♪ Ben 10! ♪
Muwah-ha-ha! It's too late, Tennyson!
I've already --
Ugh!
Could you for once spare me the doom and gloom speech!
Just get to the part where I win,
you lose, we all go home!
Ah, but this time I've got --
This time I've got this pointy ball thing.
Blah blah.
This "pointy ball" is set to destroy
that industrial server farm below!
I'll knock out the central communication capability
of the world's largest tech companies,
and soon the only social medium left
will be the tele-- Are you...sleeping?!
Huh, what?
Oh, were you done?
Okay, let's get this over with.
Am I boring you?!
Nah. It's just this is all so repetitive!
I mean, I bet there's a couple of your minions
sneaking up behind me as I speak.
[ Clanking ]
Uhh, I'm not even breaking a sweat, and I'm on fire!
You know, I worked very hard to put this plan together.
You could at least have the courtesy to --
[ Tethers snap ]
Oh, no!
Oh, oh, ohh!
I'll get you for this, Tennyson!
Oh.
He's right. This is getting boring!
Whoa. Why so glum?
What is wrong with you?
Me? I-I'm not the one who stuffed you guys inside a mine!
We could totally hear everything you were saying.
You knew we were in danger and yet you were bored?
Look, it's not like you guys were in any real trouble.
I had everything under control.
Well, it didn't feel like it in here.
I've been schooling bad guys all summer.
I can't help it if they aren't a challenge anymore.
Oh, I'm sorry.
We'll try and get kidnapped by someone
a little more challenging next time.
-Pfft, good luck. -Gwen has a point.
You can't get too comfortable with your powers.
Lose focus and you may find yourself
unprepared for the unexpected.
[ Phone vibrates ]
Hello?
Betcha anything it's Phil.
He's got some big emergency and we gotta go somewhere
and look at something.
You don't have to be so smug.
Not everything is a dire situation.
It's Phil, we gotta go to his lab and look at something.
He says it's pretty dire.
Like clockwork.
Thank you for coming on such short notice.
Lemme guess, balloons terrorizing
a chocolate shop in Podunk, Indiana.
Not quite.
-Nice. -What?
Not like it's the end of the world.
Actually, it may be.
[ Beep ]
♪♪
Whoa. Nice work with the garage, Phil.
Alright!
Phil: I was alerted to the oncoming object yesterday.
I had hoped its trajectory would alter a little,
one way or the other.
But unfortunately, it's headed straight for us.
Do you know what it is?
As best I can determine, it's a meteorite.
But I've never seen one as big as this.
[ Squeals ]
Are you excited?
I wanna go there.
Are you crazy?
Don't you see?
This is the challenge I need.
This is the possible end of the world.
Would you relax? I got this.
See? First, you launch me into space.
Little Mr. Meteor will be going along
minding his own business when along comes me.
Kapow.
Earth saved.
Nope. I don't think so.
One ball versus another ball?
P-ting!
You'd ricochet like an 8 ball.
Earth saved, yes.
But you'd be hurtling into deep space with no way to get back.
I wouldn't have homework ever again.
Would you please take this seriously?
[ Keyboard clacking ]
Oh! I wouldn't have to clean my room!
You're no help at all, you know that?
Actually, I was thinking Ben could be very helpful.
Though not on his own.
Even if he could punch the meteor,
the debris alone would be enough to do extensive damage.
I've made a significant discovery
that I believe will solve our dilemma.
Could I see the Omnitrix, Ben?
[ Beeping ]
Hey, my key.
Apparently, your key was inserted improperly.
After months of analyzing your Omnitrix,
I've concluded that the key is meant to be inverted.
Inserted properly should unlock immense power.
Then what are we waiting for?
Mm, not so fast. We need to proceed carefully
and make sure you're ready for a mission in space.
♪♪
Phil: Now we're going to see how you respond to extreme G-forces.
You just need to sit back and relax.
Okay. Doesn't sound like much of a challenge.
-Here we go. -Alright.
I got this.
Oh, no, I don't.
No, I can do it.
No, no, I can't.
[ Grunting ]
I want offffff!
Wait, I'm gooood.
Please stoppppp!
Let's see how you can withstand
the frigid temperature of outer space.
You want to brace yourself?
Bring it on.
[ Grunting ]
He's doing well. Just a bit more.
Ohhh!
[ Crash ]
Wow.
♪♪
What is this? Some kind of jungle gym?
Your harness will simulate the effect of zero gravity.
And the course represents a variety of obstacles
you may encounter in space.
Good luck.
Enough with this.
I just want to bust some meteors and --
You know, we can still hear you.
[ Crashing ]
Oh!
[ Laughs ]
Well, that was an awful mess.
Look, I can do this. I'm totally ready.
Let's put that key back in the Omnitrix,
I'll go Jetray, fly up to that meteor,
and blast it to stardust.
[ Sighs ]
Unfortunately, we're out of time, and out of options.
Hee-hee-hee-hee!
Could you please be a little less excited
about the possible end of the world?
Let's see your Omnitrix.
[ Beeping ]
[ Beep, chirping ]
Whoa!
I suggest you give it a couple of turns.
Then dial up Jetray.
Alright. Ugh!
Wha!
♪♪
Noice!
Noice is roight!
[ Beeping ]
Huh? It's never done that before.
Give it another turn.
Whoa! What's goin' on?
-Ben? -You okay?
[ Groans ]
Whoa.
[ Beeping ]
I have robot vision!
I think you've unlocked the next level from the Omnitrix.
This modification is clearly meant for flight.
You think so?
I do have jet packs on my feet.
Well, there's only one way to find out.
Okay. Stand back.
[ Grunting ]
Be careful, Ben.
Huh? Oh, you better believe I got this.
Hah!
Wow.
Whoo-hoo!
Amazing.
Whoo! Whoo! Whoo-hoo-hoo!
Whoa, hey, there, handsome.
Aaah!
Stop!
Oops. Better get some distance.
Huh?
Wings? But I already have w--
W-o-o-w!
♪♪
Ohhh! [ Grumbling ]
There he is.
Ben: Hi, guys!
That was Ben, right?
Hang on. I think I got it.
Aahh.
Whooooo-hoooo!
Tell me you saw that!
We did. Clearly, that suit is meant for space travel,
and who knows what else.
I went really fast!
Yes. And we still have the crisis at hand.
-Crisis? -The meteor, space brain.
Oh, right. Hold on to your hats.
[ Electricity crackles ]
Whoa-whoa-whoa.
[ Crash ]
Don't worry. I can do this.
Just need to...uh...
get my balance.
Check!
Remember, we only have one shot at this.
Get up there and blast it with everything you've got.
After you deal with the meteor, return here for analysis.
Okey-dokey.
[ Pebbles rattling ]
Whoo-hoo-hoo-hoo-hoo!
♪♪
We can track him inside.
Gwen?
I just wanna hang out here for a minute.
♪♪
Have you got him?
Yes, he's on a direct heading for the meteor.
At this current speed, he'll make contact
in about 20 minutes.
I hope he doesn't get any "brilliant" ideas on the way.
Ben: I just had a brilliant idea!
I wonder if I'm fast enough to turn back time.
I could go back and get even with that kid in second grade
who gave me a -- Oh, hello.
Time to tango.
♪♪
Aaaaah!
Huh? Hey!
Hey!
Wha -- What just happened?
He missed.
No, no, no, no. That can't be right.
He'd turn around if he missed.
Right. Why isn't he turning around?
Ben: What is this? Some autopilot thing?
Ugh! Autopilot off.
C'mon, turn around!
Wait, wait. Where am I going?
I have a doctor's appointment tomorrow!
30 seconds until impact.
Where did he go?
I don't know.
[ Beeping ]
No! We can't give up now.
There's gotta be a way to talk to him.
Which button talks to Ben?
He can't be gone.
You just lost track of him.
Computers glitch all the time.
We just...
♪♪
This can't be.
10 seconds until impact.
[ Alarm blaring ] 9, 8, 7, 6,
5, 4, 3, 2, 1.
[ Alarm stops ] Celestial object undetected.
Huh?
Something's not right.
That's odd.
Did it impact?
♪♪
Ben: This is soo weird.
What?
Hey! What's going on?
Where am I?
Fine. I'll do it the old-fashioned way.
I can't tell which way is up or down out here.
Gotta find...
my way...
back to Earth.
[ Beeping ]
Whoa. A space suit?
This must be another one of those upgrades
Phil was talking about.
Whoa...robot vision.
Wait, Phil. Oh, no.
The meteor. Is everyone okay?
Did I...fail?
No! I'm not just gonna give up here.
Maybe there's still time.
Once the Omnitrix times in, I can go back and save everyone.
Huh? Oh, great, what now?
[ Garbled voice ]
Maybe they're not here for me?
Aah! Nope, definitely after meeeeee!
Ugh!
[ Alarm blaring ] Uh-oh.
Hey, guys, nice ship you got here.
Looook, I appreciate the lift,
but I can get back to Earth just fine on my own.
I think.
[ Speaking native language ]
Sorry, but I don't speak...
whatever language alien frog men speak.
[ Speaking native language ] [ Translator engages ]
You are under arrest for the countless acts
of destruction and violence
perpetrated across the known universe.
You've escaped prosecution long enough, Vilgax.
Whoa, awesome!
The suit can even translate alien languages?
Omnitrix, I don't say this enough but...
I love you.
Wait, did you just call me Vilgax?
That's a good one.
I guess aliens can have a sense of humor, too.
You aren't fooling anyone, Vilgax.
We know the Omnitrix allows you to take any form.
We see right through that pathetic,
Earthling-baby disguise.
Okay, first of all, rude.
Second, you sound like you're actually serious.
Are you nuts, dude?
How could you possibly think I'm Vilgax?
You can continue to profess ignorance,
but one way or another, you are coming with us.
You will stand before the Grand Magistrate.
He will decide your punishment.
Alright, fine.
Vilgax, the scourge of the galaxy, surrenders.
Too bad I'm not Vilgax.
Stop him!
I don't have time to waste convincing you goons.
I've got an entire planet to save.
I hope this works.
[ Alarm blaring ]
Don't worry, Earth. I'm comin' for you.
Don't let Vilgax escape!
Oh, no!
Aah!
[ Grunts ]
No! Let go of me.
I'm telling you, you got the wrong guy.
♪♪
Aaaah!
He's gone Vaxasaurian. Hold him down.
Get your gross tongues off of me!
Aw, man, they just keep coming.
Need some more firepower.
♪♪
Whoa!
Get outta my way!
C'mon! Open, you stinkin' hunk of junk.
You can't escape.
This ship's armor is impenetrable.
Oho, oh, yeah.
Hey, you guys wanna see something cool?
Whoo-hoo. Outta my way.
Just have to... get control...
for one second.
There! The exit.
No way it can stand up to this.
Aaaaahhhh!
[ Groans ]
I still don't love that part of the Omnitrix.
Quickly, grab him while he's down.
Aaah! Gwen. Grandpa!
I couldn't make it.
I'm sorry.
Any sign of him, Grandpa?
Not yet, kiddo.
But we've been looking for hours.
It is not like Ben to be silent for this long.
I know, we're doing all we can.
Tennysons, good news.
I've refined my tracking program and I've managed to pinpoint
where the Omnitrix's signal is coming from.
It's quite nearby.
That means Ben is, too.
I hope so, but...
well, if Ben crashed from space...
we don't know if -- -Phil.
We have to try.
No, of course. Let's find him.
I'm sending you both the coordinates.
Meet up and check it out, then call me back.
There is one more thing.
The energy signature looks different.
I'm not sure why or what it means.
[ Tires screech ]
Ben?
-Ben? -[ Gasps ] Ben.
Ben, I don't know what's going on with the Omnitrix,
but you need to fight it.
I know you would never hurt me or Gwen.
Get in.
I think he finally timed out.
I am coming to a stop, but please remain inside.
Ben could still be dangerous.
We'll be okay. Deep down he's still...
Ugh.
-Kevin? -Kevin?
What's going on? Did you find Ben?
No. We thought we did, but it was just Kevin.
Gotta adjust the program then.
Call me when you're back on the road.
You heard him, hit the road.
It's not like, I wanted anyone, to see me like this,
especially not you.
Kevin, why don't you come with us?
If your watch is giving you problems,
maybe we could help you figure out what's going on.
I don't need your help. I -- Whoa!
[ Grunting ]
I built this. I should be able to control it.
And that's so amazing.
It is?
I mean, yeah, I didn't do it all on my own.
There was kinda this weird dream.
Our friend, Phil, would love to know about this.
He could help you.
The Omnitrix had the same problem and he helped Ben.
I'm. Not. Ben!
And this isn't the Omnitrix, it's the AntiTrix.
What's with you guys anyway?
I'm not part of your little family.
And I've never done anything for you.
You should hate me.
Kevin, we don't hate you.
Sure, you've been... difficult...at times.
But you don't seem bad, you know just kinda...
lost.
If you'll trust us, we'll trust you.
Come with us.
♪♪
Fine, if this Phil guy can fix my AntiTrix,
Okay.
Calling all units, be on the lookout
for an armed, dangerous... -[ Yawns ]
-...jaywalker. -Roger that!
We'll do everything we can against the pedestrian menace.
Hey, wait. There's the perp now.
♪♪
[ Siren wails, tires screech ]
Sir, you are going to need to step to the side of the road.
If you do not move immediately,
we will be forced to issue a citati--
Get out of here!
♪♪
I can't believe I'm saying this,
but this may be bigger than jaywalking.
[ Grunts ] Let me go. You don't understand.
I need to get back to Earth before it's too late.
Ugh.
Someone needs to tell me what's going on. Right now!
Vilgax, you are charged with destroying several planets,
with widespread harm and mayhem, and with escaping the Null Void.
How do you plead?
I plead not Vilgax!
Are you people crazy?
If Vilgax escaped, we gotta move now,
or it won't just be my planet in danger.
How can you be so calm?
Something about this seems really fishy.
[ Fish snarl ]
Uh, I mean, crooked.
[ Spiders gasp, chatter ]
It just all seems kinda one-sided?
[ Creatures chatter ]
Order!
We are not fools, Vilgax.
We know the Omnitrix grants you any appearance.
You will not win the court's sympathy
just because you've chosen such a weak, pathetic form.
Hey!
And furthermore, a reliable witness
will testify to your identity.
Witness?
That's no reliable witness, that's Tetrax.
He's a good-for-nothing bounty hunter.
So, you admit to knowing this Petrosapien?
Well, yeah, he's tried
to capture me like a billion times.
And he'd tell you anything to get his hands on me.
We are well aware of Tetrax's history.
He has assisted the court today at great personal risk,
and will in no way benefit from your capture.
And now with no further interruptions,
we will hear his testimony.
Tetrax: Magistrate, the video evidence speaks for itself.
It's clear Vilgax only chose his current form to blend in
with the indigenous species long enough to wreak havoc.
I mean, why else would he look like that?
It's like -- It's like a squishy little sac of organs
held together with hair.
And its head is enormous.
This is just what I look like!
If I've gotta be an alien to be taken seriously, then fine!
♪♪
[ Spectators murmur ] Let's get outta here!
The prisoner is escaping. Seize him!
-There. An exit. -This has gone on long enough.
[ Grunts ] Aaah!
Vilgax.
You continue to disrupt our pursuit of justice
and have made numerous attempts to escape from the trial.
These are not the actions of the hero you claim to be.
I declare you guilty on all charges.
In order to protect the universe from your destruction,
I hereby sentence you to a lifetime inside the Null Void.
[ Gavel bangs ]
No. No, no, no, no.
Why won't you listen to me?
I haven't done anything wrong.
I have to get home.
Please, I'll do anything.
Oh, really, Vilgax?
Begging for mercy?
Pathetic.
Aaah.
No way. This can't be happening.
The court is adjourned.
Ben: You can't do this. Aaah!
Nooooo!
Ugh!
[ Rattling, whirring ]
Uh.
Huh?
Voice: You don't deserve to wield the Omnitrix.
It belongs with its creator.
Me.
Ummm...me who?
Any progress?
Well, the energy signature that his watch
is emitting is very sporadic.
Something about it seems familiar.
Greetings, Earth.
We are the Twains, and we are here
to introduce you to your new rulers.
Us.
Ugh, he still hasn't dealt with those two?
What is taking so long?
Doesn't it strike you as odd
that the most powerful radio tower in the country
is located at an innocuous house in the suburbs?
What strikes me as odd, brother,
is how whenever I come up with a brilliant plan,
you find a way to doubt me.
Your plan?
I believe I was the sole visionary who devised the idea
to communicate our message of dominance
to every home on the planet.
Kevin: Could we wrap it up here, guys?
I don't know what that thing is, but if you don't knock it off,
the owner of the house won't fix my AntiTrix.
And you are?
Well, it looks like... Mm.
[ Chomping ]
I'm the guy who's gonna kick your butts.
♪♪
-Ohhh! -Ohhh!
Take it easy, Kevin.
Kevin, stop! Stop!
Huh? Whoa.
[ Siren chirps ]
We'll take it from here, folks.
Run! 5-0. 5-0.
Whoever you saw on those security cameras, it wasn't me.
They aren't even here for you.
Say whaa?
Next time leave the planning to the more intelligent of us, me.
Oh, I see, when the plan is working, it's all your idea,
but when we're stuck here you had nothing to do with it.
-Oh, yeah? [ Arguing ]
That wasn't how Ben would have handled it,
but still effective. -Psh.
I don't take cues from that loser.
Okay. Yeesh. Let's just get back inside, fix your watch,
and find out what happened to Ben.
Forget about Ben, I want my watch fixed.
Looks like there's a new good guy in town.
Let's get one thing straight.
I'm more powerful than that doofus will ever be, and --
Whoa! Gah!
What is wrong with this thing?!
Are you gonna help me fix my watch or what?
Deal's a deal. Let's step inside and get to work.
I know you're new to this good-guy stuff,
but I'm still proud of you, kiddo.
Hey. I already told you. I'm not -- Huh? Proud?
Of me?
[ Crash ]
Not so fast.
-Duck! -Duck!
I believe you have something that belongs to me.
Uhh, we'll call in back-up.
[ Tires screech ]
Wait. You -- I've seen you before.
My dream.
Y-you were in my dream about the AntiTrix.
Yes, I used you as a vessel to finally complete my own design.
But you have served your purpose,
and it's time to hand the device over to its rightful owner.
What? I still built it. It's still mine.
If you want it, come and get it.
You are less than intimidating, human.
We'll see about that. W-What?
I said hand it over now.
The AntiTrix is mine! I made it!
You wanna see what this thing can do?
Time for some Quad Smack action.
You test my patience.
Whaa! Whoa!
Ughh.
This would be less painful if you'd simply hand it over.
No chance.
Welcome to your new home.
[ Crash ]
Welp, back to your parent's house.
Enough. If you won't surrender the AntiTrix,
you'll be incinerated.
Prepare to get bashed!
Right in the mouth.
Vilgax shows up right as Ben disappears.
This all has to be connected somehow.
Ben: First, they think I'm Vilgax.
Now, my space suit is talking to me.
There must be some way to get back to Gwen and Grandpa.
Huh?
Whoa, maybe there's a way to get out through there.
Voice: I wouldn't do that if I were you.
Jumping through a rift in the Null Void
could spit you out anywhere in the universe.
I don't want any trouble.
I'm just trying to get back to my family.
I don't think you'll be going anywhere for a long time.
Yeah? Who's gonna stop me?
[ Roars ]
So, that's the device Vilgax is after?
Vilgax?
Oh, yeah, he got sucked in here.
Where is he?
Heh, he broke out of here.
Said he was heading to your planet for revenge.
What? That meteor. It must have been him.
Grandpa. Gwen.
Boy, is he going to be angry
when he finds out you aren't there.
Now hand over the device.
Ha, fat chance.
Looks like you guys can't handle this --
Alien: So, this is the child he was talking about.
Let me have the honor of removing the Omnitrix.
[ Laughs maniacally ]
S-Stay away from me.
How about we take a look inside?
[ Electricity crackles ]
What are you doing?
Vilgax said the device can absorb our DNA.
Do you want to be trapped forever?
We need to find another means to procure it.
I have a way. [ Roars ]
Time in. Time in. Time in.
Just give up.
You're not takin' my watch!
Oh, hey there.
Uh, maybe you guys wanna talk this out?
Sure, let's talk...
inside your nightmares.
Ugh, why is it always tentacles?
Ectonurite, that's enough.
My apologies. He's all yours, Azmuth.
Don't think you've seen the last of us, Azmuth.
Sleep with one eye open.
Heh, they're scared of this little guy?
Wait, is that Grey Matter?
Give me the Omnitrix. No need for struggle.
If Vilgax wants it so bad he should've come get it himself.
Not send some shrimp.
[ Beep ]
Yeah. Yeah. Whoa. Did he just time me out?
This is what defeated Vilgax?
You're just a larva.
Larva?
Look who's talking, ya shriveled up Grey Matter.
Oh. Timed in already?
I'll kick your butt just like I kicked your boss, Vilgax.
♪♪
What were you saying about knowing nothing?
I am quite impressed you were able to access
the Omni-Orbital Flight Suit.
Clearly with the help of someone
with a higher intelligence than you possess.
You mean Phil?
I'm tired of these games.
Hey, what gives?
How dare you! Give that back.
It's my watch. I made it.
You can't just say that and bail.
What do you mean, you made it?
I sent it to a very specific human.
My coordinates are never wrong.
Vilgax made it sound like he was a great warrior.
Was he bested by a mere infant?
Yeah, I kicked his butt like 21 times.
The fact Vilgax got close to the Omnitrix
means it's not safe in your incompetent hands.
Incompetent? Didn't you hear me?
I beat Vilgax and many others with my Omnitrix.
If you had any brain cells properly developed,
you would've known to end him.
Ending him wouldn't be the hero thing to do.
Something feels off.
Uh! Yaaa!
Hero? Don't make me laugh.
Aaaah! Yaah!
This is it! It's all over.
Or not.
Guess the gravity is wack here.
I think we're done.
Not a chance.
I'm not going to let you give that to Vilgax.
I thought it was clear that I don't work for him.
He was my student.
What? Really?
You have to tell me what happened to you guys.
No.
I won't leave you alone until you tell me.
How about now?
Come on. It's been an hour.
I think.
Tell me.
Tell me, tell me, tell me, tell me, tell me, tell me.
[ Grumbles ]
Fine.
If it will cease your obnoxious chattering.
Yay! Storytime.
[ Sighs ]
When I was younger, I was a world-renowned inventor.
I was adored all over the galaxy for my bold, daring inventions.
I never worried about the consequences of my creations.
But I had bigger plans.
I was secretly working on my masterpiece,
the Omnitrix, a device to allow the wearer
to literally walk in the shoes of other alien races,
to bring a closer unity in the universe.
While I was working on this device,
I discovered a brilliant and ambitious young Chimera
named Vilgax.
I decided to mentor him and show him
the many possibilities of science,
but Vilgax had different plans.
He wanted to bring the universe together under his rule,
and what better tool to accomplish that goal
but the Omnitrix.
And thus was the conception of one
of the most terrifying warlords in the galaxy.
I could not watch my creation used in this way.
I coded the Omnitrix to respond only to me telepathically.
I left Vilgax a shell of his former self,
trapping half of him inside.
The only way it would be out of danger
was by sending it to one of the most unintelligent planets
I could find.
Luckily, I was keeping track of a group of sub-species
who could keep it safe.
Little did I know it would end up
with a reckless human calf.
Because of Vilgax, I was exiled.
Hah, Vilgax was your secretary.
Now that I told you, leave me alone.
I hate talking.
Wait a minute. I need to defeat Vilgax.
Were you not listening to me?
You're the one who clearly restored him.
Yes, but if you teach me that mind telephone thing,
I can turn him old again.
No!
Aww, come on.
Sorry, calfling.
Fine. I'll go save 'em
without you or the dumb watch.
Where are those portal space things?
I'm sure I can hold my breath long enough.
Hold on.
I can't tell if you're courageous or a fool.
No, I'm Ben Tennyson,
and I'll do anything to save my family.
Omnitrix or not.
That's what a hero does.
So, you're willing to go into the depths of space
risking your life for the ones you love. Mm.
Kneel.
Yeah, sure.
I'm setting a timer on the Omnitrix.
Whoa, so it is a watch.
Stick out your arm.
Aah!
Haha, now we're talking.
I will let you keep the watch under one condition --
you pass a most dangerous trial.
That's it? This'll be a piece of cake.
♪♪
So, when is this trial supposed to start?
I'm running low on time here.
I mean, I think I am. I can't read this.
[ Grunts ]
A giant tube?
What's this about?
This is the trial.
I thought that I made that obvious.
Yeah, I get that, but how do you expect me to prove myself here?
There's nothing for me to punch.
Or blast with fire.
Or use my laser eyes.
Perhaps you aren't so out of place in the Null Void.
Are you kidding? I'm a hero.
Your trial is a simple one.
Reach me before the timer on the Omnitrix ends,
and you'll have proven yourself worthy.
That's it?
That's it.
This is too easy.
[ Rattling ]
Whoa-oh! What? Whoa!
Ugh.
[ Panting ]
Whoa.
C'mon, kid, I thought this was going to be easy.
Wanna play it that way, huh?
♪♪
Rath'll show you something.
Mm.
Rath won't let any puny rocks keep him from savin' the world.
You should consider saving yourself first.
What?
Lasers?
No fair.
[ Panting ]
Incapacitating yourself as time runs out.
Oh, what a genius you are.
Just wait. Rath isn't finished.
[ Inhales ]
Take your time, this is quite entertaining.
♪♪
[ Grunting ]
Aha!
♪♪
You guys are seriously getting on my nerves.
♪♪
Okay, a lot harder than I thought,
but at least I made some progress.
What? I'm outside of the tube?
Unnnh! I don't get it. None of my guys are working.
I went through every single one.
And I've used up so much time.
I think. I can't read this thing.
Ugh. I need to figure this out.
And if I don't.
Hey, Azmuth. You could at least give me a hint or something.
I'm trying to save my planet here.
Huh, like I care.
My life's work is strapped to your wrist.
How do you think I feel?
You need to prove your worth.
As for that, I'll give you a hint.
Because I like to keep things interesting.
[ Slurps ]
The reason you cannot pass this trial
is because you are letting the Omnitrix dictate your actions.
What? But I pressed the button.
All you do is press the button.
If you don't become its master,
you will never realize the true power within it.
I...I don't understand.
Ectonurite: Then perhaps you should allow us
to give it a try.
Aah! You. Hey. Aren't you gonna help me?
They're trying to take the Omnitrix.
Aren't you supposed to be the hero?
You better hurry. Your time is running out.
Urgh, let me go, you gross freak.
Maybe you'll like my Piscciss friend instead.
Aaah!
[ Growls ]
You want a piece of Rath? Come and get it!
Awww, come on.
Rath has no time for you.
You're not the only one who's clever.
What? Awww, man.
[ Slurps ] Ah.
You're wasting your time
when you don't have much of it left.
He's right. Got no time for this.
Rath's got a world to save.
And we have an Omnitrix to steal.
Whaaa!
Enough games.
Time to reap my rewards.
What? What're you both looking at?
Aaaah!
Well, I'm out of here.
Hey. Wait a minute.
You said we were in this together.
That's no longer my concern.
I've got to make it.
For Gwen. For Grandpa.
Help. Please!
I need your help.
Save me.
How can I save him when none of my aliens
could even pass this dumb test?
Come on, watch.
Aaaaah!
Just do what I -- what I...want.
[ Slurps ] Hmm?
That's it.
He said all I do is hit the watch.
Maybe if I pull up instead.
That's new. That. And that.
Alright. I don't know what I did.
But here goes nothing.
♪♪
Awesome!
Ew.
Don't worry, Mr. Ugly Fish Alien.
I'm on my way.
Not on my watch.
Got you.
We're still headed to the portal.
Oh, right.
Whoa! -Aaah!
♪♪
Got ya.
This is so awesome!
This is repulsive.
I can do this. Just a little bit further.
Ugh! No, no, no, no, no, no, no, no.
I was so close.
I can't believe I lost.
What about Grandpa and Gwen?
How can I beat Vilgax now?
Please, Azmuth, if you can just tell me how --
Enough of the theatrics, kid.
You've earned yourself a bit more time.
What? You're? Why?
Color me surprised that altruism
still exists in this reality.
Altra-whoo?
Your sacrifice lead to your ability to control the Omnitrix.
Oh, you mean the booger guy?
[ Grumbles ] Yes, the "booger guy".
You did what many would not.
And for that, I'm giving you more time to save your planet.
You -- You are?
Thanks, Azmuth.
Now I just have to figure out how to get outta here.
There's nothing to figure out.
This will take you out of the Null Void.
Though it was not made for someone of your size.
You'll need to expand the particles using electricity.
Awesome. I got just the alien for that.
♪♪
Alright.
Hey, Azmuth, if you've had this portal thingy all this time,
why haven't you used it to escape the Null Void?
Because I deserve to be here.
You better hurry up.
That portal won't stay open for long.
Hey, uh, Azmuth.
[ Grumbles ] What is it now?
I just wanted to say, for what it's worth,
I believe people can change.
Just go.
Nice kid. Hi.
Whoo-hoo!
Sweet, sweet freedom.
What's that?
The ship with all the mean frog guys.
They're getting sucked into the Null Void.
♪♪
Alright. Time to pull out all the stops.
[ Grunting ]
[ Electricity crackles ]
Oh, man. Too weak.
Was that Vilgax? He saved us?
There's no way Vilgax would save us.
Tetrax, you were wrong.
Tetrax.
Urgh.
Oh, that took a lot out of me.
I gotta... I gotta...
save...Earth.
-Aaaah! -Ugh!
Kevin! You got to let us help.
Even Ben has trouble with Vilgax.
Well, it's a good thing I'm me then.
You don't need to do this alone.
I've got this.
You guys worry too much.
Aah! -Foolish human.
You are merely stalling.
I will have my AntiTrix.
Well, if you want it, you're gonna have to come and get it.
Get down!
Surprise, Squid breath.
Ugh. Come on, Vilgax. I can do this all day!
Cool.
Are you planning to sing me a song?
No. I'm gonna blow you away!
[ Music plays loudly ]
How do you like that, squid breath?
[ Laughs ]
Aaah!
Uh, oh.
Kevin. You won't be able to beat Vilgax like that.
You need to -- -Gwen!
-Ugh!
-Hey! Let go of me. -So how shall we proceed, boy?
You don't know who you're messing with!
Typical.
Aah!
Let go!
You must be under the impression that you are special,
when in reality, you were only good for one thing.
Aaaah!
Kevin!
-Aaah! -Kevin.
[ Grunting ]
Get up. Come on, wake up.
Gwen...
I tried.
I'll try again after I nap.
I've waited countless cycles for this moment.
And now...
Yes. Yes! Yes!!
Oh, no.
I believe this will do nicely.
What did he do to himself?
Now, where is Benjamin Tennyson?
We don't know!
You are hiding him!
Everyone! Get in.
Is anyone going to explain the deal
with the space octopus that just stole my AntiTrix?
Uh-huh, yeah, one second.
[ Tires screech ]
-Kevin! Whoa! -Look out, kids.
Yow!
Just stay where you are. I'll figure out what to do.
[ All shouting ]
Well, good thing we had our seatbelts on.
Whoa!
What happened to your other little changeling boy?
Don't tell me you allowed someone else
to eliminate him already.
[ Laughs ]
-He's got us trapped. -Don't worry, sweetie.
The Rustbucket has gotten out of plenty of worse scrapes
than this. -When?
Hey, what happened to Kevin?
Surprise, squid face! How's this for a present?
What?
How dare you!
You'll regret the day you challenged me, boy!
Was that Kevin?
It sounds like he and Glitch are drawing Vilgax away.
We can't leave him out there alone.
We have to help.
Unfortunately, it looks like the Rustbucket
is out of commission until further notice.
I think I might have an alternative option.
Ben: [ Groaning ]
Gah! Ugh.
Hey, I'm alive.
Welcome back.
It appears that I may have been too quick to judge you, child.
Ya think?
Yes, indeed I do think.
When you risked your life to prevent this ship
from careening into the Null Void,
I saw that you were not the intergalactic criminal
that I perceived you to be.
Please accept my sincerest apologies.
♪♪
Ahem.
I'm sorry for booking you under false pretenses.
That sounded painful.
You have no idea.
As much as I'd love to bask in being right, I don't have time.
Vilgax is probably on Earth,
and if I don't get there soon, my family will get hurt.
Not to mention, the whole universe is in danger!
Indeed. You have a history with Vilgax.
You have my permission to apprehend him.
Yea, that's kinda the problem.
I have no idea how to get home.
Then we will take you there.
That is impossible.
Our ship has sustained significant damage.
We are incapable to reach warp speed.
What about the wormhole I came in through?
That is possible.
Excellent. Set the course.
In the meantime, we have matters of justice to attend to.
Ugh, haven't you done enough justicing today?
Because you were falsely accused,
we must apprehend those who have conspired against you.
We will start with the bounty hunter Tetrax.
The bounty hunter isn't here.
Likely he caught wind of what was happening and jumped ship.
Scour the vessel for him. If he is still here,
he will face the consequences of his actions.
Alright. I'll help.
Let's see if we can do this quickly.
What is the plan here?
The plan is you quit yapping and drive.
I know you use this abrasive attitude to protect yourself,
but I can see in you a true desire to do good, Kevin.
Listen, if there's anything I know,
it's how to adapt and survive.
If anyone can deal with being alone
with Captain Calamari out here, it's me. Ugh!
This situation seems less than ideal.
Whoa! Come, on. I know you must have some trick
up your sleeve to get us outta this.
There may be one thing. I believe in you, Kevin.
Whaaa!
Let's be rid of this useless vehicle, shall we?
Glitch. No!
Take away all your toys and all that remains
is a useless, sniveling little human child.
Even more pathetic than the one I came here to squash.
[ Laughs ]
Adorable.
You're about to learn the true power
of the Galvan Mechamorphs, boy.
You'll regret wasting yours on cars and stereos.
Or rather, that's what I would be saying
if I wasn't about to end you.
I...I...
Huh? -Kevin.
You are...a survivor.
You must adapt...
to survive.
Hey. Wait. What are you doing?
Gah.
What?!
♪♪
You can't be serious.
Gotta say, Glitch, I'm digging this armor thing.
This is a prototype I have been developing for Ben.
I have not had the opportunity to test its field efficacy.
You mean I get to use this before Ben does?
-Affirmative. -Heh, heh, loser.
Let's see what you can do.
I had planned on ending you before you were forced
to watch me conquer this wretched planet.
I hope your pathetic insubordination was worth it.
Ha! You missed me!
What a dingus! I was right in front of him.
♪♪
Gah! C'mon!
This is ridiculous.
I've looked everywhere.
Maybe he did bail.
Have you transferred the credits?
Hm?
Received.
Our business is concluded.
So, you're trying to escape.
We'll see about that.
Leaving so soon, Tetrax?
That was the plan.
Whoa!
Why'd you do it, Tetrax? Aah!
Why'd you turn me in and claim I was Vilgax?
Tetrax?
Ohh!
It was business, changeling.
Business?
Huh? Aaah!
You made a bad deal.
You've bested me.
I loathe that.
I'm not too upset about it.
What business would have you lying in intergalactic court?
One that pays a lot.
Yeah? And who would pay you that much?
An old, grumpy Galvan.
A Galvan? You mean Azmuth?
The very same.
I was tasked with delivering you to the Null Void.
He wanted something from you,
but knew that you would not come along willingly.
Yea, he wanted the Omnitrix back, but he let me keep it
so I could save my family, and If I hadn't met Azmuth,
I wouldn't have unlocked that booger guy.
-That what? -But then again,
you got me imprisoned in the Null Void.
That place is awful.
-Yea, it's trash. -Huh.
So, I suppose you kinda helped me?
I was doing a job, changeling.
The fate of your family doesn't concern me.
And I suppose you're going to let them take me in?
[ Grunts ] You better skedaddle before I have more time
to reflect on this decision.
Hey.
Did you get my joke?
Reflect? You know. Cause of the crystals?
Huh.
You've returned. Any luck finding Tetrax?
Uh, no. That dude bailed.
No matter. One way or another, we'll find him.
If not now, then perhaps in the next reboot.
Sir. We have reached the wormhole.
Excellent. Ben, are you ready?
Why's Vilgax's Bootleg Goo makin' the ground
all "bouncy castle"?
Vilgax is using his Galvan Mechamorph.
The "bootleg", as you call it, to terraform your planet
into a living extension of his person.
Uh, translation?
In layman's terms, you need to stop this spread
from turning your world into "Planet Vilgax".
Okay, but I'm gonna need all the juice
you can give me to pull this off.
Indeed.
♪♪
Whoa! No!
I am afraid my power supply
will not last much longer at this rate.
You never said your batteries could run out.
Whoa! Aah!
-Power levels critically low. -Gwen: Kevin?
-Whoa! -Is that you?
♪♪
Aww, c'mon!
Doors opening in 30 seconds.
Aah! What was that? Aaah!
♪♪
Mobilize damage control. We need to get out of here now.
We're getting bombarded by an asteroid field.
We're receiving orders to move away from the wormhole.
Not until you open this door.
It's an asteroid field.
You'll be in some serious danger.
The whole universe is in danger!
Uh-oh.
Hang on, guys. I'm coming.
♪♪
Brace for impact.
♪♪
Okay, Vilgax. It's hero time!
♪♪
Good luck, sweet child of the stars.
Enough!
Kevin, It is imperative that we wrap this up.
Agreed.
A pity you didn't stand down while you still had the chance.
I'd rather go all-in and end up squashed than stand around
and let some slab of squid jerky like you take over the planet.
[ Chuckles ] A perfectly agreeable arrangement.
Huh? What is that?
Hm? It's always something with this planet.
Look! There's someone in the crater!
What? No.
It can't be.
Hey, buddy.
It's been a while.
Ben. You're back?
Gwen, I'm so glad to see you.
You will not believe what I've seen.
Wait, why is the ground all squishy?
Ask him.
So good of you to return.
You bear the key that unlocks the full power of the AntiTrix.
AntiTrix? Where'd you get an AntiTrix?
Ask him.
Squidly stole my watch.
Kevin? Are you -- Are you wearing Glitch?
Hold on. Did I come back to a parallel universe?
Listen, loser, we need to take down this giant freak
and stop him from changing the planet --
No, no, no. Ugh.
Kevin, I'm afraid we've suffered too significant
a power loss to be any help.
Well, that's not cool.
You handle Vilgax. We'll help Kevin.
What?
[ Tires screech ]
Seriously, am I on the right Earth?
I'll need that key now.
Some things never change.
♪♪
Wait a second. Aaah!
Aaaah!
Dude, you can fly?
[ Groaning ]
Stuck the landing.
You'd do well to stay down.
C'mon, Gaxxy. I thought you knew me better than that.
Oh, I do. I just wanted a running start.
Kevin: You shouldn't have bothered savin' me.
Gax is too strong and the suit is toast.
Nonsense, we'll fix you up somehow.
The damage is not insurmountable.
With Phil's permission, I may be able to draw some power
from his automobile and commence repairs.
-Fine with me. -Let's get you up and running.
Ugh.
This may be harder than I thought.
All the power and none of the fun.
How we doing, Glitch?
We are not 100%,
but I think we can effectively re-engage Vilgax.
Kevin: You're wasting your time. I can't beat that guy.
Listen, you've managed to hold off Vilgax on your own.
And now Ben is back.
You two can defeat Vilgax together.
I don't think it's a stretch to say the world
needs you right now.
We need you.
You're right. Stand back, I'm goin' after my watch.
♪♪
Finally, I can unlock the unlimited power
contained within my device.
Kevin: Vilgax!
Aaah!
♪♪
Unnnnh!
I'm afraid we can't sustain...
[ Groans ] Glitch?
It's only fitting you witness
the unleashing of the ultimate alien.
♪♪
Heh, I got it.
[ Laughs ]
I guess I didn't get it in time.
Yes. I feel the power coursing through my being.
♪♪
[ Groans ]
Infinite power!
That isn't good.
Behold the power of the AntiTrix, fully unleashed!
I am the ultimate being!
Unmatched, unstoppable.
Ben: More like the ultimate doofus.
What is that?
Space armor. Pretty cool, right?
You could have brought this guy out earlier, ya know.
Where do you think you're going?
We can take him.
Alright, just stay spiky.
[ Laughs ]
This is all so futile.
Stay down, big boy.
I think I've had enough fun.
♪♪
Aw, come on!
♪♪
Let's hope the ol' saying is true --
the bigger they are...
The harder they fall.
♪♪
Uh! Didn't even faze him.
♪♪
Kevin?
♪♪
No!
♪♪
[ Gasps ] Ben!
You okay?
Glitch is -- is gone.
What about Kevin?
I don't know. Vilgax hit him pretty hard.
I threw my biggest guy at him.
It did nothing. I don't know how to beat him.
I-I don't know either.
I'm just as baffled as you are.
Azmuth: Come in. Do you hear me, Earthling?
Azmuth? Is that you?
What are you waiting for? Finish him.
You're running out of time. -How?
He's too powerful. Kevin's gone.
I can't do it.
Always with the whining.
Have you already forgotten what I taught you?
Oh, yeah.
Guys, you should probably give me a little room.
Frog alien: We appreciate your help
repairing our engines, Azmuth,
but did you bring us here just to watch Vilgax begin
his reign of terror again?
I've never seen a planet so far gone.
I've seen it only once before.
Before, there was no coming back,
but now, perhaps things will be different.
This far enough?
Ben: Yeah, that should work.
What do ya reckon is going to happen?
He's probably going to explode.
I'm just going to put everything into this alien
and hopefully it will be enough.
♪♪
Wow! He got way big.
♪♪
Sweeeeet!
Wish me luck.
♪♪
[ Thunder crashes, rain falls ]
Aaaah!
You have been a nuisance for too long!
Whoa! Was that from me?
Aaaah!
You can't beat me! You're just a 10-year-old.
Don't mess with 10-year-olds!
Impossible!
You'd do well to stay down.
♪♪
The harder they fall.
Well done, Earthling. We can take it from here.
-We? -Look up.
♪♪
A deal's a deal.
Thanks for giving me the chance to save my family.
Here you go.
You were surprisingly effective
and managed not to destroy everything.
I'll take that as a compliment.
If you wish.
♪♪
What's the matter? You act like you've lost a limb.
Typical.
And you've managed to get your stench all over this thing.
So...you, uh, should probably hang on to it
for a while longer.
Alright!
Just don't make me regret this.
♪♪
What happened? My body is back to normal.
My power! What happened to it?
Ben!
I am so glad it's over.
I don't get it. This is where I saw him land.
Well, if I know Kevin, he'll turn up sooner or later.
C'mon, Grandpa and Phil are waiting.
I think I'll be able to salvage Glitch from this debris.
Awesome. So, uh, where to now?
How about Nebraska? Never been there.
Nebraska? What's in Nebraska?
I hear they have a Stonehenge made of cars.
Works for me.
Me too.
♪♪