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1
00:00:07,641 --> 00:00:09,742
>> ah! Ooh!
2
00:00:10,778 --> 00:00:11,577
Help!
3
00:00:11,579 --> 00:00:12,711
I can't get down!
4
00:00:12,713 --> 00:00:15,781
>> don't worry!
We'll come up and get you!
5
00:00:15,783 --> 00:00:16,415
>> we?
6
00:00:16,417 --> 00:00:21,687
>> hey, you're the one with all
those alien heroes at your
fingertips.
7
00:00:22,656 --> 00:00:24,456
Oh, good thinking!
8
00:00:24,458 --> 00:00:26,658
Turn into the vicious alien
attack dog
9
00:00:26,660 --> 00:00:30,396
To rescue the scared
kid out of the tree.
10
00:00:33,701 --> 00:00:36,135
>> oh!
11
00:00:36,137 --> 00:00:36,668
>> it's ok.
12
00:00:36,670 --> 00:00:38,504
I'm here to help get you down.
13
00:00:38,506 --> 00:00:41,673
>> i don't want to get down.
14
00:00:41,675 --> 00:00:43,742
I want out!
15
00:00:43,744 --> 00:00:47,579
>> oh!
16
00:00:47,581 --> 00:00:49,114
Leave me alone!
17
00:00:49,116 --> 00:00:52,117
>> you can't get away from me.
18
00:00:52,119 --> 00:00:53,719
Always the hero.
19
00:00:53,721 --> 00:00:56,522
What a waste of potential.
20
00:00:56,524 --> 00:01:01,193
If you want to be helpful,
get me out!
21
00:01:01,195 --> 00:01:07,366
>> aaah!
22
00:01:07,368 --> 00:01:08,801
Oh...
23
00:01:16,477 --> 00:01:17,509
>> ¶ it started when ¶
24
00:01:17,511 --> 00:01:19,411
¶ an alien device
did what it did ¶
25
00:01:19,413 --> 00:01:21,747
¶ and stuck itself
upon his wrist ¶
26
00:01:21,749 --> 00:01:23,315
¶ with secrets that it hid ¶
27
00:01:23,317 --> 00:01:25,084
¶ now he's got super powers ¶
28
00:01:25,086 --> 00:01:26,718
¶ he's no ordinary kid ¶
29
00:01:26,720 --> 00:01:29,354
¶ he's ben 10 ¶
30
00:01:29,356 --> 00:01:30,589
>> ¶ ben 10 ¶
31
00:01:30,591 --> 00:01:31,590
>> ¶ so if you see him ¶
32
00:01:31,592 --> 00:01:33,792
¶ you might be in
for a big surprise ¶
33
00:01:33,794 --> 00:01:35,527
¶ he'll turn into an alien ¶
34
00:01:35,529 --> 00:01:37,196
¶ before your very eyes ¶
35
00:01:37,198 --> 00:01:39,565
¶ he's funny, freaky, fast
and strong ¶
36
00:01:39,567 --> 00:01:41,133
¶ he's every shape and size ¶
37
00:01:41,135 --> 00:01:43,102
¶ he's ben 10 ¶
38
00:01:43,104 --> 00:01:44,770
>> ¶ ben 10 ¶
39
00:01:44,772 --> 00:01:46,472
>> ¶ all new powers ¶
40
00:01:46,474 --> 00:01:48,373
¶ he's on the case ¶
41
00:01:48,375 --> 00:01:49,675
¶ fighting all evil ¶
42
00:01:49,677 --> 00:01:51,410
¶ from earth or space ¶
43
00:01:51,412 --> 00:01:55,280
¶ he'll never stop
till it's ok ¶
44
00:01:55,282 --> 00:01:56,748
¶ 'cause he's the baddest kid ¶
45
00:01:56,750 --> 00:01:58,817
¶ to ever save the day ¶
46
00:01:58,819 --> 00:02:00,619
¶ ben 10 ¶
47
00:02:04,225 --> 00:02:05,724
>> ¶ ben 10 ¶
48
00:02:05,726 --> 00:02:08,393
>> ¶ 10, 10, 10 ¶
49
00:02:19,607 --> 00:02:21,573
>> ben.
50
00:02:21,575 --> 00:02:22,508
Ben!
51
00:02:22,510 --> 00:02:24,309
>> earth to dweeb!
52
00:02:24,311 --> 00:02:24,776
>> huh?
53
00:02:24,778 --> 00:02:27,312
>> clean the wax out
of your ears.
54
00:02:27,314 --> 00:02:27,846
>> you ok, son?
55
00:02:27,848 --> 00:02:33,252
>> oh, yeah. I guess i'm still
just a little weirded out by
that wildman nightmare.
56
00:02:33,254 --> 00:02:35,487
>> well, what do you expect
when you wolf down
57
00:02:35,489 --> 00:02:39,324
2 mega-enchurritos for a
midnight snack?
58
00:02:39,326 --> 00:02:40,526
>> you think you're so smart.
59
00:02:40,528 --> 00:02:43,295
Is that why you want to go to
this stupid school?
60
00:02:43,297 --> 00:02:45,330
It's full of nothing but snobs
and posers.
61
00:02:45,332 --> 00:02:50,235
>> bencroft academy is one of
the top schools in the country.
62
00:02:50,237 --> 00:02:52,905
>> yeah, for snobs and posers.
63
00:02:52,907 --> 00:02:53,772
>> ben, i'm warning you.
64
00:02:53,774 --> 00:02:57,743
You'd better not do anything to
embarrass me on the tour of the
campus.
65
00:02:57,745 --> 00:03:00,212
>> don't get your shorts
in a twist.
66
00:03:00,214 --> 00:03:02,614
I'll be on my best behavior.
67
00:03:02,616 --> 00:03:05,751
>> oh, why doesn't that make me
feel better?
68
00:03:07,321 --> 00:03:10,856
>> and recently, bencroft
academy was awarded the
69
00:03:10,858 --> 00:03:13,392
Prestigious solid gold main cup
70
00:03:13,394 --> 00:03:16,662
Trophy for top-rated prep
school on the east coast.
71
00:03:16,664 --> 00:03:20,432
So you can see why we're very
picky about who we admit.
72
00:03:20,434 --> 00:03:27,639
So many delude themselves into
thinking they are bencroft
material.
73
00:03:27,641 --> 00:03:29,708
It's so sad.
74
00:03:29,710 --> 00:03:32,878
>> well, i have a 4.2
gpa, i'm president of the
75
00:03:32,880 --> 00:03:35,514
Computer club, treasurer of the
science society, volunteer at
76
00:03:35,516 --> 00:03:41,887
Several local charities, and
i'm a member of my school's
jiu-jitsu team.
77
00:03:41,889 --> 00:03:46,992
>> how nice for you.
78
00:03:52,266 --> 00:03:54,399
>> do you have a question?
79
00:03:54,401 --> 00:03:54,933
>> uh, yeah.
80
00:03:54,935 --> 00:03:57,236
Why are there so many kids here
during vacation?
81
00:03:57,238 --> 00:04:03,875
>> attending our prestigious
summer school session.
82
00:04:03,877 --> 00:04:04,977
>> "summer" and "school."
83
00:04:04,979 --> 00:04:09,481
There's 2 words that should
never be used together.
84
00:04:09,483 --> 00:04:11,016
>> what?
85
00:04:24,331 --> 00:04:25,330
>> grandpa's right.
86
00:04:25,332 --> 00:04:27,633
I just need a little sleep.
87
00:04:29,536 --> 00:04:32,871
>> and this is our science lab.
88
00:04:32,873 --> 00:04:33,772
>> oh?
89
00:04:33,774 --> 00:04:38,777
Oh, an electron microscope!
90
00:04:46,453 --> 00:04:47,986
>> let me out!
91
00:04:47,988 --> 00:04:50,022
>> leave me alone!
92
00:04:53,394 --> 00:04:54,059
>> ah ha ha.
93
00:04:54,061 --> 00:04:58,797
Oh, that's my cousin, always
joking.
94
00:04:58,799 --> 00:05:00,699
>> ah!
95
00:05:01,735 --> 00:05:03,869
>> ben, what are you doing?
96
00:05:03,871 --> 00:05:05,337
>> i didn't do it.
97
00:05:05,339 --> 00:05:09,341
It was ghostfreak.
98
00:05:09,343 --> 00:05:13,879
>> this is not going to look
good on your application.
99
00:05:13,881 --> 00:05:17,382
Bencroft is a no-freak zone.
100
00:05:17,384 --> 00:05:19,918
>> see what i mean?
101
00:05:19,920 --> 00:05:22,688
Easy money.
102
00:05:24,458 --> 00:05:29,594
>> hey, this room is off-limits
without an escort.
103
00:05:29,596 --> 00:05:32,631
>> i am so sorry about my
cousin.
104
00:05:32,633 --> 00:05:35,367
Actually, we're not really
even related.
105
00:05:35,369 --> 00:05:37,669
I think his parents found him
at a zoo or something.
106
00:05:37,671 --> 00:05:44,676
>> oh. At b.A, it is as
important who you are as what
you've done.
107
00:05:44,678 --> 00:05:49,715
You know, if you're a person
from a quality family.
108
00:05:49,717 --> 00:05:54,486
>> oh, benjamin tennyson,
i'm gonna--
109
00:05:54,955 --> 00:05:57,589
>> i'd better check that out.
110
00:06:04,565 --> 00:06:05,630
>> you again?
111
00:06:05,632 --> 00:06:08,100
>> it's that kid who
took down zambozo.
112
00:06:08,102 --> 00:06:13,772
>> that was a sweet gig working
for that clown, and you ruined
it!
113
00:06:13,774 --> 00:06:14,906
Now it's payback time.
114
00:06:14,908 --> 00:06:20,545
>> a little heatblast action
should light a fire under you
freaks.
115
00:06:20,547 --> 00:06:25,917
>> ghostfreak, i didn't pick
you. Nice trick, kid.
116
00:06:34,561 --> 00:06:37,963
>> i ain't scared of
no ghosts.
117
00:06:40,601 --> 00:06:43,502
>> you should be.
118
00:06:43,504 --> 00:06:48,473
>> it's those circus freaks.
119
00:07:03,857 --> 00:07:07,926
>> something's wrong.
I've never seen ben so vicious.
120
00:07:07,928 --> 00:07:09,127
>> you're trashing the whole
gym!
121
00:07:09,129 --> 00:07:14,666
Are you trying to ruin my
chances of getting accepted
here?
122
00:07:14,668 --> 00:07:16,735
Ben, answer me!
123
00:07:17,538 --> 00:07:20,572
>> ben's not here.
124
00:07:20,574 --> 00:07:21,640
>> oh!
125
00:07:27,548 --> 00:07:33,685
>> i guess they
didn't learn their lesson.
126
00:07:40,994 --> 00:07:46,932
>> no, i'm not going back!
127
00:07:46,934 --> 00:07:47,799
>> phew.
128
00:07:47,801 --> 00:07:51,069
Man, i'm glad to be rid of that
freak.
129
00:07:51,071 --> 00:07:54,072
>> oh, i thought we were close.
130
00:07:54,074 --> 00:08:00,545
So nice to finally meet you
face to face.
131
00:08:03,150 --> 00:08:05,650
>> this can't be happening.
132
00:08:05,652 --> 00:08:07,953
You can't be you.
I'm you!
133
00:08:07,955 --> 00:08:09,754
>> i was never you.
134
00:08:09,756 --> 00:08:16,495
An ectoneurite's consciousness
exists even in a few strands of
dna.
135
00:08:16,497 --> 00:08:22,667
When the sample was taken for
the omnitrix, i was trapped
inside.
136
00:08:22,669 --> 00:08:28,507
But now, i can reveal
my true self.
137
00:08:36,116 --> 00:08:38,950
>> i thought you
were ugly before.
138
00:08:38,952 --> 00:08:39,784
What do you want?
139
00:08:39,786 --> 00:08:45,056
>> i need the power of the
omnitrix to make me whole again.
140
00:08:45,058 --> 00:08:49,094
I can only do that by taking
over your body.
141
00:08:49,096 --> 00:08:56,768
Now, let's see how you like
being trapped inside someone
else.
142
00:09:00,841 --> 00:09:01,673
>> aah!
143
00:09:01,675 --> 00:09:02,741
>> ben, take it easy.
144
00:09:02,743 --> 00:09:07,913
You look like you've just seen
a ghost.
145
00:09:20,727 --> 00:09:22,260
>> aaah!
146
00:09:25,299 --> 00:09:33,238
>> i guess these frail
human bodies are good for
something after all.
147
00:09:36,310 --> 00:09:39,811
>> ghostfreak's gotta be in
here somewhere.
148
00:09:39,813 --> 00:09:40,812
>> he's looking for himself?
149
00:09:40,814 --> 00:09:44,816
>> he said he's been alive
inside the watch this whole
time, just trying to get out.
150
00:09:44,818 --> 00:09:47,619
That's why i always felt
weirded out when i was
ghostfreak.
151
00:09:47,621 --> 00:09:51,623
>> look, ben, whatever's going
on, we'll always be here for
you.
152
00:09:51,625 --> 00:09:57,829
>> that's right, even if it
turns out you've got a major
leak in your brain pan.
153
00:09:57,831 --> 00:09:58,997
>> i'm not a wacko!
154
00:09:58,999 --> 00:10:00,065
Ghostfreak is loose!
155
00:10:00,067 --> 00:10:03,835
>> ok, ok, so the butter hasn't
slipped off your noodle.
156
00:10:03,837 --> 00:10:08,239
But how are you planning on
bringing him down once we find
him?
157
00:10:08,241 --> 00:10:10,809
That alien's pretty tough.
158
00:10:10,811 --> 00:10:11,376
>> sunlight!
159
00:10:11,378 --> 00:10:12,811
He couldn't go into the sun.
160
00:10:12,813 --> 00:10:14,846
He had to stay in the shadows.
161
00:10:14,848 --> 00:10:16,247
>> what, like a vampire?
162
00:10:16,249 --> 00:10:19,351
You never had that problem when
you were ghostfreak.
163
00:10:19,353 --> 00:10:21,920
>> that's exactly why
he needs me.
164
00:10:21,922 --> 00:10:25,357
Somehow if we're joined, he'll
be whole again, which means
165
00:10:25,359 --> 00:10:27,292
We'd better find him before
sunset.
166
00:10:27,294 --> 00:10:31,896
>> i've got a couple of things
from my plumber days that might
help.
167
00:10:31,898 --> 00:10:34,933
>> how tough could it be to rob
a school?
168
00:10:34,935 --> 00:10:37,102
It'll be easy money.
169
00:10:38,138 --> 00:10:41,840
>> it's that kid
with the watch.
170
00:10:41,842 --> 00:10:42,974
Let's get out of here.
171
00:10:42,976 --> 00:10:45,176
>> attention, freaks.
172
00:10:45,178 --> 00:10:47,345
You are now my minions.
173
00:10:47,347 --> 00:10:54,986
Obey my commands,
or feel my wrath.
174
00:10:55,889 --> 00:11:01,192
>> i don't think you realize
who you're dealing with.
175
00:11:05,198 --> 00:11:10,035
>> ooh, oh, oh!
176
00:11:10,037 --> 00:11:12,837
>> i am not that kid.
177
00:11:12,839 --> 00:11:18,810
Serve me, and i promise you'll
never see him again.
178
00:11:18,812 --> 00:11:21,980
>> what if we don't want
to help you?
179
00:11:21,982 --> 00:11:25,750
>> i was hoping you'd ask.
180
00:11:29,089 --> 00:11:33,191
>> what's happening to me?
181
00:11:42,235 --> 00:11:47,272
>> any other questions?
182
00:11:47,274 --> 00:11:49,340
>> when do we start?
183
00:11:53,113 --> 00:11:55,113
>> we've been at this for
hours.
184
00:11:55,115 --> 00:11:58,717
If ghostfreak trashes the
campus, i'll never get admitted.
185
00:11:58,719 --> 00:12:06,224
Not like that is as important
as saving all these innocent
people.
186
00:12:08,128 --> 00:12:12,330
>> i'm picking up some
trace spectral activity from
around that corner.
187
00:12:12,332 --> 00:12:18,870
>> ok, let me get my
game face on.
188
00:12:26,213 --> 00:12:32,317
>> aah!
189
00:12:32,319 --> 00:12:34,853
>> hey, i meant to do that.
190
00:12:34,855 --> 00:12:38,790
Maybe i'm finally getting the
hang of this thing.
191
00:12:44,531 --> 00:12:50,001
>> i haven't got time for you
freaks, so the party's over.
192
00:12:50,003 --> 00:12:52,437
>> you got it all wrong,
muscle head.
193
00:12:52,439 --> 00:12:56,474
It's just about to really
get rolling.
194
00:12:56,476 --> 00:13:01,146
>> and it's a surprise party.
195
00:13:02,182 --> 00:13:05,183
Hello, ben, have you
been working out?
196
00:13:05,185 --> 00:13:06,050
>> ghostfreak!
197
00:13:06,052 --> 00:13:08,987
>> oh, major horror show.
198
00:13:08,989 --> 00:13:12,791
>> you ain't seen nothing yet.
199
00:13:17,931 --> 00:13:23,935
>> ah, it seems i cannot merge
with your alien forms.
200
00:13:23,937 --> 00:13:27,338
No matter, time is on my side.
201
00:13:27,340 --> 00:13:30,542
You will be human again
soon enough.
202
00:13:30,544 --> 00:13:35,046
>> but we have a surprise
of our own.
203
00:13:35,048 --> 00:13:36,314
>> daylight at night!
204
00:13:36,316 --> 00:13:40,552
>> sun gun. Projects a beam as
bright as sunlight.
205
00:13:40,554 --> 00:13:45,957
>> clever, but not
clever enough.
206
00:13:51,031 --> 00:13:58,303
As long as i am in a host body,
your weapon has no effect.
207
00:14:31,137 --> 00:14:33,204
>> aah!
208
00:14:33,206 --> 00:14:38,276
>> ha ha. So should i turn in my
admissions application to the
main office,
209
00:14:38,278 --> 00:14:41,112
Or just give it to you?
210
00:14:57,130 --> 00:15:01,399
>> go ahead and play
musical freaks all you want.
211
00:15:01,401 --> 00:15:04,535
I'll just kick their butts.
212
00:15:04,537 --> 00:15:10,508
>> all right, maybe i need a
new partner.
213
00:15:10,510 --> 00:15:15,680
Someone more interesting for
you to battle.
214
00:15:15,682 --> 00:15:18,182
>> gwen, look out!
215
00:15:18,184 --> 00:15:22,120
>> aah!
216
00:15:22,122 --> 00:15:24,956
>> heh heh heh heh heh.
217
00:15:24,958 --> 00:15:26,124
Too late.
218
00:15:26,126 --> 00:15:29,594
Let's have some fun.
219
00:15:48,581 --> 00:15:52,116
>> ah!
220
00:15:52,118 --> 00:15:56,154
Ben, what are you doing?
221
00:16:16,676 --> 00:16:23,247
>> ah, music to my ears!
222
00:16:23,249 --> 00:16:28,252
>> ben!
223
00:16:28,254 --> 00:16:32,023
>> come on out, so i can fry
your pale butt!
224
00:16:32,025 --> 00:16:33,057
>> i have another idea.
225
00:16:33,059 --> 00:16:39,364
Drop the weapon, and i'll meld
with you and take over the
world!
226
00:16:39,366 --> 00:16:41,332
>> fat chance.
227
00:16:41,334 --> 00:16:47,271
>> then you'd better hope your
cousin knows how to fly.
228
00:16:47,273 --> 00:16:51,442
It's your choice, hero.
229
00:17:00,286 --> 00:17:01,586
>> ooh.
230
00:17:01,588 --> 00:17:08,693
Ben, what--what's happening?
231
00:17:08,695 --> 00:17:14,165
>> next sound you hear will be
your cousin's screams as she
232
00:17:14,167 --> 00:17:16,134
Takes a big dive!
233
00:17:20,306 --> 00:17:25,643
>> aah, aah!
234
00:17:27,714 --> 00:17:29,714
>> eliminate them both!
235
00:17:29,716 --> 00:17:32,617
>> we had a deal, you halloween
reject.
236
00:17:32,619 --> 00:17:40,258
>> you had a deal with me,
not them.
237
00:17:44,064 --> 00:17:46,330
>> aah, aah!
238
00:17:50,303 --> 00:17:52,370
>> ben, no!
239
00:17:57,310 --> 00:18:02,180
>> together again,
just like old-- ah!
240
00:18:02,182 --> 00:18:09,153
>> that's enough to make me
gag, too.
241
00:18:09,155 --> 00:18:12,824
>> get him, you fools!
242
00:18:18,665 --> 00:18:22,800
>> where'd that little
pipsqueak go?
243
00:18:22,802 --> 00:18:24,268
>> whoa!
244
00:18:27,440 --> 00:18:28,573
>> oof!
245
00:18:28,575 --> 00:18:30,208
>> ah!
246
00:18:38,585 --> 00:18:40,184
>> aah!
247
00:18:45,825 --> 00:18:48,192
>> get back!
248
00:18:53,399 --> 00:18:57,502
You can run, but you
can't hide!
249
00:19:01,641 --> 00:19:02,573
>> spread out.
250
00:19:02,575 --> 00:19:07,345
They're in here somewhere.
251
00:19:38,912 --> 00:19:43,281
>> it's just you and me,
precious.
252
00:19:43,283 --> 00:19:47,885
>> bring it on, stinkbreath.
253
00:19:47,887 --> 00:19:49,654
>> whoa!
254
00:19:55,929 --> 00:19:57,929
>> ah!
255
00:19:57,931 --> 00:19:59,530
Oh!
256
00:20:23,656 --> 00:20:25,323
Uh-oh.
257
00:20:25,325 --> 00:20:28,459
Aw, man, not now!
258
00:20:36,903 --> 00:20:38,436
Uh!
259
00:20:38,438 --> 00:20:39,870
Whoa!
260
00:20:58,825 --> 00:20:59,724
>> think of it, ben.
261
00:20:59,726 --> 00:21:06,530
With the power of the watch and
your dna, i will be unstoppable!
262
00:21:08,501 --> 00:21:12,703
>> time you saw the
light, freak!
263
00:21:12,705 --> 00:21:15,606
>> aah! Aah!
264
00:21:15,608 --> 00:21:17,008
Aah!
265
00:21:35,295 --> 00:21:36,827
>> whew!
266
00:21:46,506 --> 00:21:47,805
>> humph!
267
00:21:47,807 --> 00:21:54,979
>> something tells me i
am so not getting into bencroft
academy.
268
00:21:54,981 --> 00:21:57,648
>> you don't need you need this
stupid school to prove you're
smart.
269
00:21:57,650 --> 00:22:03,587
Do you think any of these
eggheads could have brought
down those circus freaks?
270
00:22:03,589 --> 00:22:07,892
>> that's the nicest thing
you've ever said to me.
271
00:22:07,894 --> 00:22:10,428
Thanks, ben.
272
00:22:10,430 --> 00:22:13,464
>> oh!
19384
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