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00:00:02,737 --> 00:00:06,605
>> both: [ laughing, cheering ]
2
00:00:10,477 --> 00:00:20,452
>> aah!
[ groans ]
[ rumbling ]
3
00:00:23,490 --> 00:00:27,593
>> ha ha!
>> [ gasps ]
4
00:00:48,448 --> 00:00:50,816
>> the omnitrix.
5
00:00:58,525 --> 00:01:03,962
>> ¶ it started when an alien
device did what it did ¶
¶ and stuck itself upon his
6
00:01:03,964 --> 00:01:09,201
Wrist with secrets that it hid ¶
¶ now he's got superpowers
¶ he's no ordinary kid
7
00:01:09,203 --> 00:01:14,306
¶ he's ben 10
>> ¶ ben 10
>> ¶ so, if you see him, you
8
00:01:14,308 --> 00:01:19,978
Might be in for a big surprise ¶
¶ he'll turn into an alien
before your very eyes ¶
9
00:01:19,980 --> 00:01:23,315
¶ he's slimy, creepy, fast, and
strong ¶
¶ he's every shape and size
10
00:01:23,317 --> 00:01:29,288
¶ he's ben 10
>> ¶ ben 10
>> ¶ armed with powers, he's on
11
00:01:29,290 --> 00:01:33,892
The case ¶
¶ fighting off evil from earth
or space ¶
12
00:01:33,894 --> 00:01:39,331
¶ he'll never stop till he makes
them pay ¶
¶ 'cause he's the baddest kid to
13
00:01:39,333 --> 00:01:50,142
Ever save the day ¶
¶ ben 10
>> ¶ ben 10
14
00:02:04,924 --> 00:02:05,757
>> gwen: Ben!
15
00:02:05,759 --> 00:02:10,429
I'm telling grandpa!
16
00:02:10,431 --> 00:02:13,966
Armarus umspecti!
17
00:02:18,771 --> 00:02:20,973
>> [ gasps ]
18
00:02:38,291 --> 00:02:42,161
>> gwen: I just love it when
things work out.
19
00:02:46,466 --> 00:02:54,239
Hey, you're the one who always
wants more attention.
[ beeping ]
20
00:02:54,241 --> 00:02:58,310
>> ben: Phew!
Never thought i'd be so glad to
be me again.
21
00:02:58,312 --> 00:03:04,917
Sorry, fidos, playtime's over.
Oh, man!
22
00:03:08,521 --> 00:03:17,329
>> gwen: [ laughs ]
hey, grandpa, check this out.
>> ben: You really shouldn't
23
00:03:17,331 --> 00:03:21,500
Fool around with your powers
like that, gwen, honestly.
I thought you were more mature
24
00:03:21,502 --> 00:03:24,536
Than that.
>> gwen: Grandpa seems pretty
bummed.
25
00:03:24,538 --> 00:03:31,009
>> ben: Really?
Hey, grandpa, what's wrong?
>> max: Oh, nothing, nothing.
26
00:03:31,011 --> 00:03:34,846
I'm fine.
I just need a little time to
myself, that's all.
27
00:03:34,848 --> 00:03:43,021
>> gwen: No problem.
We'll be at the playground.
>> ben: Hey, that hurts!
28
00:03:43,023 --> 00:03:48,627
What's wrong with you -- you
know, other than the obvious.
>> gwen: My mom told me that
29
00:03:48,629 --> 00:03:52,364
Grandma and grandpa met in
st. Louis.
>> ben: Yeah. So?
30
00:03:52,366 --> 00:03:58,203
>> gwen: So being here reminds
him of grandma.
I think he's feeling lonely.
31
00:03:58,205 --> 00:04:01,807
>> ben: Ha!
Shows how much you know.
How can grandpa be lonely when
32
00:04:01,809 --> 00:04:05,744
We're around him all the time?
>> gwen: Even you can't be that
clueless.
33
00:04:05,746 --> 00:04:07,746
[ children screaming ]
34
00:04:19,559 --> 00:04:22,894
>> the omnitrix.
Where did you get it?
Answer me!
35
00:04:22,896 --> 00:04:27,733
>> ben: Yeah, that's a long
story, but the short answer
is...
36
00:04:27,735 --> 00:04:35,207
>> heatblast: Doesn't matter
'cause you ain't getting it.
Where'd she go?
37
00:04:48,521 --> 00:04:54,092
>> gwen: Okay, mr. Hero, rest
time's over.
Go fry the bad guy.
38
00:04:54,094 --> 00:05:00,932
>> heatblast: I'm soaked.
I can't even get a spark.
[ gun cocks, laser blasts ]
39
00:05:00,934 --> 00:05:05,871
>> max: That was your only
warning shot.
Now, turn around -- slowly.
40
00:05:05,873 --> 00:05:09,441
>> that voice.
Max?
>> max: Xylene?
41
00:05:09,443 --> 00:05:13,712
Is that you?
>> heatblast: Uh, did i miss
something?
42
00:05:13,714 --> 00:05:16,548
>> are these children with you?
43
00:05:33,166 --> 00:05:38,136
>> huh.
I don't see any big lizard.
All i see is a bunch of junk.
44
00:05:38,138 --> 00:05:40,172
[ rumbling ]
45
00:05:43,576 --> 00:05:45,577
[ all shouting ]
46
00:06:00,326 --> 00:06:04,329
>> ben: She's been here for like
three hours, and she hasn't said
anything to us.
47
00:06:04,331 --> 00:06:07,866
You'd think we were invisible or
something.
>> gwen: Don't take it so
48
00:06:07,868 --> 00:06:11,837
Personal.
They're just catching up.
So, how'd you two meet?
49
00:06:11,839 --> 00:06:16,341
>> max: Xylene and i go way back
to my first days in the
plumbers.
50
00:06:16,343 --> 00:06:21,380
We worked a lot together in
those early years.
>> you even made me an honorary
51
00:06:21,382 --> 00:06:23,382
Plumbette.
52
00:06:26,386 --> 00:06:32,858
Mmm! Delicious.
>> max: Well, it's nice to have
somebody around here who
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00:06:32,860 --> 00:06:37,129
Appreciates my cooking.
>> ben: Why shouldn't the lizard
lady like grandpa's dinner?
54
00:06:37,131 --> 00:06:41,533
It was crawling on the ground an
hour ago.
>> max: So, xylene, what brings
55
00:06:41,535 --> 00:06:45,303
You back to earth after all
these years?
>> that.
56
00:06:45,305 --> 00:06:49,207
>> ben: I knew it!
She's just like all the rest.
She's only interested in the
57
00:06:49,209 --> 00:06:52,744
Omnitrix.
>> max: Now, just calm down,
ben.
58
00:06:52,746 --> 00:06:56,715
Xylene, tell him that's not
true.
>> why wouldn't i be interested
59
00:06:56,717 --> 00:07:00,886
In the omnitrix?
I'm the one who sent it to
earth.
60
00:07:00,888 --> 00:07:06,992
I was transporting the omnitrix
when i was attacked by our old
friends.
61
00:07:26,779 --> 00:07:32,451
Realizing i could no longer
protect the omnitrix from
vilgax, i placed it in a special
62
00:07:32,453 --> 00:07:42,694
Pod...
[ gasps ]
...And jettisoned it to the
63
00:07:42,696 --> 00:07:49,701
Planet below for safekeeping.
When i crashed, my body fell
into a hibernative state
64
00:07:49,703 --> 00:07:54,372
Until...
>> max: Well, the good news is
that vilgax is no longer a
65
00:07:54,374 --> 00:07:58,443
Problem.
Thanks to ben here, he's cooling
his claws in the null void.
66
00:07:58,445 --> 00:08:02,881
>> yes, well, i'm sure you're
just being modest about your
role in all that.
67
00:08:02,883 --> 00:08:07,652
>> ben: So, since vilgax is
taken care of, guess you don't
need to stick around here
68
00:08:07,654 --> 00:08:13,725
Anymore.
>> max: Benjamin, that's hardly
polite.
69
00:08:13,727 --> 00:08:18,630
>> my transportation will be on
its way shortly.
>> max: In the meantime, you'll
70
00:08:18,632 --> 00:08:24,469
Be our guest.
We'll use the time to catch up.
So, you guys don't mind cleaning
71
00:08:24,471 --> 00:08:28,640
Up, do you?
>> ben: I don't like her.
>> gwen: Really?
72
00:08:28,642 --> 00:08:33,812
I never would've guessed.
>> ben: Remember what happened
with grandpa's old partner phil?
73
00:08:33,814 --> 00:08:39,818
I better do an undercover
investigation, hero style.
>> gwen: These dishes aren't
74
00:08:39,820 --> 00:08:44,589
Gonna wash themselves, you know!
Or will they?
75
00:08:47,994 --> 00:08:52,330
>> the youngsters -- i never
thought you'd turn out to be the
domestic type.
76
00:08:52,332 --> 00:08:56,167
Don't you miss your plumber
days?
>> max: Well, we still get our
77
00:08:56,169 --> 00:09:01,339
Fair share of excitement around
here, especially since you
dropped that little present of
78
00:09:01,341 --> 00:09:06,344
Yours in our laps.
>> you haven't aged at all since
i last saw you.
79
00:09:06,346 --> 00:09:11,016
>> wildvine: If this keeps up,
i'm gonna hurl sap.
>> do you remember that night?
80
00:09:11,018 --> 00:09:17,455
>> max: How could i forget?
>> rumors are swirling that
there's some new dna weapon out
81
00:09:17,457 --> 00:09:20,792
There.
Sure you won't change your mind
and come with me?
82
00:09:20,794 --> 00:09:26,197
>> max: Tempting, but until i
bring vilgax down, i have a job
to do here.
83
00:09:26,199 --> 00:09:28,733
But we'll always have roswell.
84
00:09:42,315 --> 00:09:46,918
>> with vilgax out of the
picture, there's nothing keeping
you here any longer.
85
00:09:46,920 --> 00:09:55,226
I could use your help out there.
>> max: Another tempting offer.
>> wildvine: No way!
86
00:09:55,228 --> 00:09:59,898
>> gwen: Don't ask.
So, what's up with grandpa and
xylene?
87
00:09:59,900 --> 00:10:03,902
>> ben: Should've kicked her
butt back to outer space when i
had the chance.
88
00:10:03,904 --> 00:10:07,272
>> gwen: Grandpa seems to like
her.
Maybe we should give her a
89
00:10:07,274 --> 00:10:11,242
Chance.
>> ben: Right.
Next thing you know, she'll want
90
00:10:11,244 --> 00:10:17,849
Us to call her "grandma lizard."
forget about it.
[ both gasp ]
91
00:10:28,094 --> 00:10:31,997
>> gwen: Isn't that one of
vilgax's robot buddies?
92
00:10:35,001 --> 00:10:38,503
>> ben: [ coughs ]
it must be after the omnitrix.
93
00:10:42,875 --> 00:10:46,077
You want this?
[ beeping ]
94
00:10:49,281 --> 00:10:52,751
>> four arms: You got to take it
from me!
95
00:10:57,857 --> 00:11:06,197
>> max: What in the world?
>> four arms: I can handle this!
I don't need your help!
96
00:11:16,242 --> 00:11:19,110
>> gwen: Elota objectia!
97
00:11:33,259 --> 00:11:36,628
It's taking over the
rust bucket!
98
00:11:49,442 --> 00:11:51,609
>> four arms: Uh-oh.
99
00:12:01,020 --> 00:12:02,987
>> max: Xylene!
100
00:12:09,295 --> 00:12:14,799
>> four arms: Yes!
>> we make a good team.
>> max: Always did.
101
00:12:22,708 --> 00:12:27,645
>> four arms: Sorry about the
rust bucket, grandpa.
Guess i got a little carried
102
00:12:27,647 --> 00:12:32,851
Away.
>> max: Yeah, maybe just a
little.
103
00:12:41,627 --> 00:12:44,829
Guess that mechadroid was the
same one that fell to earth with
you.
104
00:12:44,831 --> 00:12:48,500
>> gwen: And it seems to be
doing the mergy thing like the
other one.
105
00:12:48,502 --> 00:12:53,171
>> apparently they developed the
ability to amalgamate mechanical
devices in order to fulfill
106
00:12:53,173 --> 00:12:58,243
Their programming -- namely,
retrieve the omnitrix.
You are sure the mechadroid was
107
00:12:58,245 --> 00:13:02,680
Destroyed, aren't you?
>> diamondhead: Yes, i'm sure
the mechadroid was destroyed.
108
00:13:02,682 --> 00:13:05,049
Give me a break.
109
00:13:14,026 --> 00:13:20,665
>> if you wanted to be truly
helpful, a galvanic mechamorph
would've been more appropriate.
110
00:13:20,667 --> 00:13:24,836
>> max: She means upgrade.
>> diamondhead: Yeah, well,
you're not the boss of me.
111
00:13:24,838 --> 00:13:29,674
>> max: Come on, now, ben.
Xylene probably does know a
thing or two about the omnitrix.
112
00:13:29,676 --> 00:13:33,211
Maybe you should listen to her.
>> diamondhead: You're taking
her side?
113
00:13:33,213 --> 00:13:37,515
>> you're being irrational.
>> diamondhead: If i'm such a
mess-up, then why did you send
114
00:13:37,517 --> 00:13:41,052
The watch to me in the first
place?
>> i didn't send you the
115
00:13:41,054 --> 00:13:46,191
Omnitrix.
You fo the omnitrix before it
reached its intended recipient.
116
00:13:46,193 --> 00:13:50,195
>> diamondhead: What?
>> the pod containing it veered
slightly off its intended
117
00:13:50,197 --> 00:13:56,367
Course.
[ beeping ]
>> diamondhead: I got the watch
118
00:13:56,369 --> 00:14:01,072
By mistake?
>> of course.
You didn't believe that i would
119
00:14:01,074 --> 00:14:05,743
Purposely send the most powerful
device in the universe to a
child, did you?
120
00:14:05,745 --> 00:14:11,749
I was sending it to max.
>> gwen: Guess it would make
more sense, grandpa being a
121
00:14:11,751 --> 00:14:17,255
Plumber and all.
>> ben: Oh, well, great!
Just take it back, and you two
122
00:14:17,257 --> 00:14:22,260
Can cruise around the universe.
See if i care!
>> max: Ben!
123
00:14:22,262 --> 00:14:31,102
Gwen.
>> did i say something wrong?
>> ben: Leave me alone.
124
00:14:31,104 --> 00:14:35,773
>> gwen: So the watch wasn't
meant for you.
So what?
125
00:14:35,775 --> 00:14:40,078
You've done a pretty good job
with it so far.
>> ben: It's not just about the
126
00:14:40,080 --> 00:14:43,581
Watch, doofus.
Don't you get it?
She wants grandpa to go away
127
00:14:43,583 --> 00:14:49,988
With her just like before, only
this time there's nothing
keeping him here.
128
00:14:54,960 --> 00:14:59,797
>> i'm sorry, max.
I must admit these human
offspring are a mystery to me.
129
00:14:59,799 --> 00:15:04,802
On my planet, once you hatch,
you're on your own.
Well, soon you won't have to
130
00:15:04,804 --> 00:15:11,442
Worry about them.
The mechadroid.
131
00:15:17,816 --> 00:15:19,851
>> max: Xylene!
132
00:15:41,674 --> 00:15:47,645
>> ben: No!
Grandpa!
133
00:15:52,418 --> 00:15:56,020
>> gwen: You said you trashed
that thing.
>> we all thought it was
134
00:15:56,022 --> 00:15:59,090
Destroyed.
That doesn't matter now.
>> ben: It doesn't?
135
00:15:59,092 --> 00:16:04,696
>> gwen: Wait.
If that thing only wants the
omnitrix, why did it kidnap
136
00:16:04,698 --> 00:16:08,132
Grandpa?
>> ben: Because it knows i'll
come rescue him.
137
00:16:08,134 --> 00:16:11,769
It's a trap.
>> exactly. That's why --
>> ben: Look, i know you're
138
00:16:11,771 --> 00:16:16,274
Gonna give us the whole "the
omnitrix is more important than
any single being" lecture.
139
00:16:16,276 --> 00:16:19,877
>> well, it is.
>> ben: But no way are we
letting that living junkyard
140
00:16:19,879 --> 00:16:22,880
Hurt him.
>> i agree --
>> ben: So help us or get out of
141
00:16:22,882 --> 00:16:25,049
Our way because...
142
00:16:28,787 --> 00:16:33,458
>> be quiet and listen.
You're not the only ones who
care about max.
143
00:16:33,460 --> 00:16:43,167
If we work together, we can save
him and the omnitrix.
Truce?
144
00:16:43,169 --> 00:16:47,338
>> both: Truce.
>> time is crucial.
As we stand here, it's
145
00:16:47,340 --> 00:16:51,843
Collecting more and more items,
becoming stronger for its final
battle with us.
146
00:16:51,845 --> 00:16:55,747
Where would the mechadroid have
access to the most mechanical
items in this area?
147
00:16:55,749 --> 00:16:59,817
>> gwen: St. Louis is the
largest river port in the
united states.
148
00:16:59,819 --> 00:17:01,786
>> ben: The docks.
149
00:17:12,998 --> 00:17:18,169
Grandpa!
>> max: Ben, go!
This thing has got control of
150
00:17:18,171 --> 00:17:20,938
The nanotech in my plumber suit.
151
00:17:26,011 --> 00:17:31,516
Do whatever it takes to bring
this thing down, even if that
means taking me with it.
152
00:17:31,518 --> 00:17:35,453
>> ben: Sorry, grandpa.
Not an option.
Is this what you want?!
153
00:17:35,455 --> 00:17:42,693
I'll swap you straight up -- my
grandpa for the omnitrix!
>> max: Ben, don't do it!
154
00:17:42,695 --> 00:17:47,832
>> ben: We know what we're
doing.
>> max: "we"?
155
00:17:51,370 --> 00:17:56,007
>> max, we must stop meeting
like this.
156
00:18:00,879 --> 00:18:04,482
>> ben: [ gasps ]
gwen!
157
00:18:45,958 --> 00:18:48,526
[ gasps ]
158
00:18:55,767 --> 00:18:59,937
>> we have to destroy the
original mechadroid to defeat
it.
159
00:18:59,939 --> 00:19:03,941
>> ben: Sounds like a job for
upgrade.
>> i have a better idea, but you
160
00:19:03,943 --> 00:19:07,278
Must trust me.
Your grandfather's life depends
on it.
161
00:19:07,280 --> 00:19:09,247
[ beeping ]
162
00:19:13,452 --> 00:19:19,490
>> upchuck: What's this thing
supposed to do?
>> you're going to eat it.
163
00:19:19,492 --> 00:19:24,295
Literally eat it.
That's your power.
>> upchuck: Well, i am kind of
164
00:19:24,297 --> 00:19:26,597
Hungry.
165
00:19:35,174 --> 00:19:37,608
[ tires screech ]
166
00:19:52,191 --> 00:19:59,664
>> now, spit!
>> upchuck: Cool!
Exploding loogies!
167
00:19:59,666 --> 00:20:04,669
I've got upchuck power!
>> gwen: Ohh, great!
Like you weren't disgusting
168
00:20:04,671 --> 00:20:10,942
Enough already.
>> i'll get max.
Let go of him!
169
00:20:17,216 --> 00:20:19,550
>> gwen: Ben, hang on!
170
00:20:25,224 --> 00:20:27,792
>> upchuck: Now for dessert.
171
00:20:45,377 --> 00:20:51,482
>> max: Way to go, ben.
[ beeping ]
>> ben: Yuck.
172
00:20:51,484 --> 00:20:55,052
Bad robot.
Can i get some mouthwash or
something?
173
00:20:55,054 --> 00:21:02,093
[ burps ]
i wanted to apologize for being
kind of a doofus before.
174
00:21:02,095 --> 00:21:07,565
I guess i was just jealous.
But if you make grandpa happy,
then i'm happy.
175
00:21:07,567 --> 00:21:15,072
>> you certainly are a tennyson,
aren't you?
Take good care of that, ben.
176
00:21:15,074 --> 00:21:20,244
Vilgax isn't the only one
interested in it.
>> gwen: Well, you've managed to
177
00:21:20,246 --> 00:21:24,782
Impress another alien.
Guess we should let grandpa say
goodbye.
178
00:21:24,784 --> 00:21:30,755
>> ben: Yeah, but to who?
>> you're not coming, are you?
>> max: It's a big galaxy out
179
00:21:30,757 --> 00:21:36,627
There, but right now those kids
are my whole world.
180
00:21:39,931 --> 00:21:43,234
>> gwen: Ugh!
>> ben: Gross!
181
00:21:47,773 --> 00:21:50,541
>> we'll always have roswell.
182
00:21:57,115 --> 00:22:01,485
>> ben: We thought we were gonna
lose you, grandpa.
>> max: Nah, you can't get rid
183
00:22:01,487 --> 00:22:06,490
Of me that easy.
Come on. Let's go.
>> both: Front seat!
184
00:22:06,492 --> 00:22:11,228
Called it first!
>> gwen: Did not!
>> ben: Did too!
18319
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