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>>
probably some kids looking
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00:00:17,184 --> 00:00:24,590
For free samples.
>>
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00:00:58,425 --> 00:01:06,065
>>
>> all right, kiddies, snack
time's over.
4
00:01:06,067 --> 00:01:08,067
Whoa!
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00:01:18,711 --> 00:01:23,882
>> ¶ it started when an alien
device did what it did ¶
¶ and stuck itself upon his
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00:01:23,884 --> 00:01:29,221
Wrist with secrets that it hid ¶
¶ now he's got superpowers
¶ he's no ordinary kid
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00:01:29,223 --> 00:01:34,326
¶ he's ben 10
>> ¶ ben 10
>> ¶ so, if you see him, you
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00:01:34,328 --> 00:01:39,932
Might be in for a big surprise ¶
¶ he'll turn into an alien
before your very eyes ¶
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00:01:39,934 --> 00:01:43,302
¶ he's slimy, creepy, fast, and
strong ¶
¶ he's every shape and size
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00:01:43,304 --> 00:01:49,274
¶ he's ben 10
>> ¶ ben 10
>> ¶ armed with powers, he's on
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00:01:49,276 --> 00:01:53,812
The case ¶
¶ fighting off evil from earth
or space ¶
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00:01:53,814 --> 00:01:59,318
¶ he'll never stop till he makes
them pay ¶
¶ 'cause he's the baddest kid to
13
00:01:59,320 --> 00:02:08,827
Ever save the day ¶
¶ ben 10
>> ¶ ben 10
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00:02:13,633 --> 00:02:15,134
>> and be on the lookout on
15
00:02:15,136 --> 00:02:16,635
State highway 818 for a prison
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00:02:16,637 --> 00:02:18,504
Bus reportedly taken over by
17
00:02:18,506 --> 00:02:23,008
The inmates.
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00:02:23,010 --> 00:02:24,610
>> ben: Those cons picked the
19
00:02:24,612 --> 00:02:26,545
Wrong bridge at the wrong time.
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00:02:26,547 --> 00:02:28,180
>> max: Ben, this time we need
21
00:02:28,182 --> 00:02:29,781
To figure out our plan before
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00:02:29,783 --> 00:02:31,049
You go charging off.
23
00:02:31,051 --> 00:02:32,618
>> gwen: Grandpa's right.
24
00:02:32,620 --> 00:02:34,353
>> ben: Okay, here's the plan --
25
00:02:34,355 --> 00:02:36,021
You guys sit back and enjoy the
26
00:02:36,023 --> 00:02:37,556
Hero show.
27
00:02:37,558 --> 00:02:41,193
>> max: Ben, gwen and i can
help.
>> ben: Ha ha, that's funny,
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00:02:41,195 --> 00:02:46,064
Grandpa.
I'm out of here.
>> stinkfly: Oh, man.
29
00:02:46,066 --> 00:02:56,575
I mean, yeah, stinkfly's gonna
bring down the pain from above.
>> max: Ben!
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00:02:56,577 --> 00:03:03,515
>> next stop, freedom.
>> stinkfly: Nobody gets out of
jail free when this fly is on
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00:03:03,517 --> 00:03:07,219
Patrol.
>> oh!
And i thought the prison food
32
00:03:07,221 --> 00:03:14,326
Smelled gross.
what is that thing?
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00:03:14,328 --> 00:03:16,195
>> history.
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00:03:21,834 --> 00:03:26,305
>> stinkfly: Now you see me...
Now you don't!
35
00:03:42,288 --> 00:03:44,723
>> max: Extending gyro blade.
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00:03:51,931 --> 00:03:57,469
>> stinkfly: Whoa!
>> gwen: You don't have to do
this all by yourself, you know.
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00:03:57,471 --> 00:04:01,640
>> ben: Hey, when you got the
moves, use them.
38
00:04:19,659 --> 00:04:24,563
>> they sure got some butt-ugly
bugs down here.
>> stinkfly: Who you calling
39
00:04:24,565 --> 00:04:29,635
"butt-ugly," butt-ugly?
>> max: Ugh!
40
00:04:46,619 --> 00:04:54,526
>> swim for it!
>> gwen: I don't think so.
Aquata risa sparklota!
41
00:04:57,497 --> 00:05:02,301
I meant to do that.
>> ben: Hey, gwen, give me some
pretzels.
42
00:05:02,303 --> 00:05:07,005
>> gwen: Gee, ben, i didn't know
your legs were broken.
Get them yourself, you lazy
43
00:05:07,007 --> 00:05:11,310
Dweeb.
>> ben: Excuse me, since i just
took out a busload of escaped
44
00:05:11,312 --> 00:05:16,315
Prisoners, i think i --
>> gwen: Uh, we took down a
busload of escaped prisoners.
45
00:05:16,317 --> 00:05:20,819
>> pbht! Please.
No offense, but you guys were
just on cleanup.
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00:05:20,821 --> 00:05:25,390
Everyone knows my aliens lead,
you and grandpa follow.
Now, what about those --
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00:05:25,392 --> 00:05:29,828
Thanks.
>> max: Hey, shh.
Guys, i'm trying to listen.
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00:05:29,830 --> 00:05:34,666
>> today's launch of the noven
spacecraft has been delayed by
a freak electrical storm.
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00:05:34,668 --> 00:05:39,638
I've covered bad weather from
the four corners of the globe,
and i've never seen anything
50
00:05:39,640 --> 00:05:44,042
Like this purple lightning.
>> ben: But we have.
>> max: In the desert with that
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00:05:44,044 --> 00:05:47,212
Werewolf.
>> gwen: And on the farm with
that mummy.
52
00:05:47,214 --> 00:05:51,583
>> this is steve cummings
reporting live from the kennedy
space center.
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00:05:51,585 --> 00:05:57,189
>> max: Next stop,
cape canaveral.
>> and my redesign of the
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00:05:57,191 --> 00:06:02,194
Propellant tanks will increase
velocity on the twin
solid-rocket boosters, allowing
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00:06:02,196 --> 00:06:06,565
For increased high-altitude
efficiency.
The changes are already being
56
00:06:06,567 --> 00:06:10,502
Implemented.
>> very impressive,
dr. Vicktor, but since you're
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00:06:10,504 --> 00:06:15,907
New here, you should know once a
launch is scrubbed, protocol
dictates a thorough review
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00:06:15,909 --> 00:06:18,744
Before --
>> who are you to question my
work?
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00:06:18,746 --> 00:06:26,618
>> well, i am the flight
director of this mission.
>> yes, of course.
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00:06:26,620 --> 00:06:31,056
>> not exactly mr. Personality,
but he is brilliant.
I can see why you hired him.
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00:06:31,058 --> 00:06:35,127
>> i thought you hired him.
>> ben: Okay, i go in as
diamondhead -- no, wait,
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00:06:35,129 --> 00:06:38,697
Four arms -- and get to the
bottom of this purple lightning
stuff.
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00:06:38,699 --> 00:06:42,467
>> max: Hold on, ben.
I may know someone who can get
us inside with a little less
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00:06:42,469 --> 00:06:47,639
Commotion.
>> ben: Really? Who?
>> max: Just an old friend.
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00:06:49,475 --> 00:06:55,914
>> max tennyson!
What's it been, 40 years?
>> max:
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00:06:55,916 --> 00:06:59,885
Give or take.
>> whatever happened to you?
One day you were here, the next
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00:06:59,887 --> 00:07:03,622
Day, you were gone.
Had to give your little walk to
armstrong.
68
00:07:03,624 --> 00:07:09,961
>> ben: Armstrong?
Like apollo 11's neil armstrong?
Grandpa, you were supposed to be
69
00:07:09,963 --> 00:07:15,300
The first man on the moon?
>> sure was.
Does this guy look familiar?
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00:07:15,302 --> 00:07:22,407
Best astronaut in the program.
>> max: A different duty called.
>> so, what can i help you with,
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00:07:22,409 --> 00:07:25,844
Max?
>> max: Just playing tourist.
Wanted to show the youngsters
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00:07:25,846 --> 00:07:36,455
Around the old stomping ground.
>> ben: Ugh!
Oh, sorry.
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00:07:36,457 --> 00:07:42,360
>> you shouldn't be here.
You bring unauthorized visitors
into a classified area?
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00:07:42,362 --> 00:07:46,965
Get rid of them.
>> ben: What's his problem?
>> it's kind of a crazy day,
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00:07:46,967 --> 00:07:51,336
Max, with the delay and all.
Maybe we should reschedule your
tour.
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00:07:51,338 --> 00:07:53,672
You remember the way out, right?
77
00:07:58,711 --> 00:08:02,948
>> max: So, i never did wind up
going into space with nasa.
>> ben: Bummer.
78
00:08:02,950 --> 00:08:08,053
Don't you ever regret not being
the first man on the moon?
>> max: I just took my leaps for
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00:08:08,055 --> 00:08:12,324
Mankind in other ways.
hold on.
80
00:08:22,068 --> 00:08:29,007
plumber's standard issue.
81
00:08:34,514 --> 00:08:42,521
Nasa records everything.
Let's see about that purple
lightning.
82
00:08:42,523 --> 00:08:47,526
>> dr. Vicktor, there you are.
I need to speak to you about
your credentials.
83
00:08:47,528 --> 00:08:52,531
>> not now!
>> dr. Vicktor, i am your
superior.
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00:08:52,533 --> 00:09:01,940
>> you have no idea how wrong
you are.
>>
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00:09:01,942 --> 00:09:06,378
>>
>> take care of the boy.
I don't want anything to
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00:09:06,380 --> 00:09:08,880
Interfere with our plans.
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00:09:10,950 --> 00:09:14,719
>> ben:
who would have thought tv could
be so boring?
88
00:09:14,721 --> 00:09:20,959
>> max: Yeah, these must be
prelaunch images.
Okay, we're on to something now.
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00:09:20,961 --> 00:09:27,465
>> ben:
you guys have your way of
finding out things, and i have
90
00:09:27,467 --> 00:09:39,277
Mine.
Whoa, a mega merry-go-round.
>>
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00:09:39,279 --> 00:09:41,012
>> ben: The werewolf!
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00:09:46,919 --> 00:09:59,164
>> ben: Heatblast is gonna singe
that mangy fur coat of yours.
93
00:09:59,166 --> 00:10:03,168
The mummy?
Aw, great.
94
00:10:15,681 --> 00:10:20,518
>> max: Here's the footage from
when the purple lightning hit.
>> gwen: Wait.
95
00:10:20,520 --> 00:10:27,492
What's that?
Zoom in -- over there on the
launch pad.
96
00:10:27,494 --> 00:10:31,262
Dr. Vicktor?
>> max: Ah.
Awful big coincidence,
97
00:10:31,264 --> 00:10:37,836
Don't you think, ben?
Ben?
>> mummy: Whoa!
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00:10:37,838 --> 00:10:45,477
How do you work these things?
Hey!
Whoa!
99
00:10:45,479 --> 00:10:51,216
I better figure out what this
thing can do, or i'm gonna wind
up wolfie's chew toy.
100
00:11:02,294 --> 00:11:03,828
Whoa!
101
00:11:50,209 --> 00:11:58,516
Where'd he go?
Got you!
Whoa!
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00:11:58,518 --> 00:12:06,257
>> max: I don't think so.
>> gwen: Ben?
Is that you?
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00:12:06,259 --> 00:12:10,695
>>
unfortunately.
>> max: Oh, sorry about that,
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00:12:10,697 --> 00:12:14,299
Sport.
Thought you were that mummy.
I guess because, you know,
105
00:12:14,301 --> 00:12:19,704
You're a mummy.
>> ben: Werewolf from the indian
reservation attacked me.
106
00:12:19,706 --> 00:12:23,742
He's got to still be running
around here somewhere.
>> max: I don't like it.
107
00:12:23,744 --> 00:12:28,646
Dr. Vicktor being around when
purple lightning grounds the
shuttle, then the werewolf shows
108
00:12:28,648 --> 00:12:32,250
Up.
What's next?
>> gwen: That!
109
00:12:32,252 --> 00:12:42,227
>> ben: I better check this out.
>> gwen: Oh, goody, another game
of follow-the-loser.
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00:12:42,229 --> 00:12:46,097
>> max: The purple lightning
came from right around here.
>> gwen: What is this place,
111
00:12:46,099 --> 00:12:49,134
Grandpa?
>> max: Well, they call it the
graveyard.
112
00:12:49,136 --> 00:12:55,774
Rockets, thrusters, engines,
capsules -- you name it -- from
every mission -- mercury,
113
00:12:55,776 --> 00:13:01,446
Gemini, apollo.
Nasa's like your aunt vera --
neither one likes to throw
114
00:13:01,448 --> 00:13:08,319
Anything out.
>> gwen: Grandpa, this is dated
1968, and it says, "to the brave
115
00:13:08,321 --> 00:13:14,492
Men who so valiantly reached the
heavens," and there are initials
of all the astronauts.
116
00:13:14,494 --> 00:13:20,498
M.T. Wouldn't happen to be
maxwell tennyson, would it?
>> max: Can't live in the past,
117
00:13:20,500 --> 00:13:26,437
Gwen.
>>
>> ben: And something tells me
118
00:13:26,439 --> 00:13:29,407
He doesn't want us living in the
present, either.
119
00:13:44,824 --> 00:13:51,329
>> max: Plumber's standard
issue.
>> gwen: Ahhh!
120
00:13:51,331 --> 00:14:01,706
The mummy and the werewolf?
>> ben: Ahh!
Oh, man.
121
00:14:01,708 --> 00:14:15,053
What do you have against
four arms?
>> max: Gwen, get back.
122
00:14:15,055 --> 00:14:18,590
He's gonna release the
corrodium.
123
00:14:33,372 --> 00:14:41,512
>> ben: Hang on, grandpa.
I'm on my way.
Back off my grandpa, fido.
124
00:14:41,514 --> 00:14:42,814
Ahh!
125
00:14:44,884 --> 00:14:51,556
>> i was told of the omnitrix,
but you are not the only one
with the power to transform.
126
00:15:04,803 --> 00:15:11,910
>> ben: We could be in trouble.
>> gwen: There's got to be a
good rampaging alien monster
127
00:15:11,912 --> 00:15:14,412
Spell in here somewhere.
128
00:15:19,485 --> 00:15:28,593
>> i want them eliminated before
the launch.
>> gwen: This spell's gonna blow
129
00:15:28,595 --> 00:15:33,998
All of you freaks out of here.
Twista combititus!
130
00:15:38,637 --> 00:15:45,843
>> i'll show you some magic.
I'm gonna make you disappear.
>> max: Gwen!
131
00:15:48,781 --> 00:15:52,884
>> gwen: That was cool!
Just wish i knew how i did it.
132
00:16:04,096 --> 00:16:08,900
>> enough!
We need to prepare for the
launch.
133
00:16:18,310 --> 00:16:21,813
>> gwen: Ugh!
>> max: I've got a really bad
feeling that they're taking the
134
00:16:21,815 --> 00:16:24,882
Corrodium out to that
spacecraft.
>> ben: Okay, so i'll go
135
00:16:24,884 --> 00:16:29,887
Accelerate, stop the launch, get
the corrodium, then come back
here and deal with bolt neck and
136
00:16:29,889 --> 00:16:33,791
His pals.
>> gwen: Hello!
Current events -- the watch just
137
00:16:33,793 --> 00:16:37,395
Timed out.
Who knows when it's gonna let
you go hero again?
138
00:16:37,397 --> 00:16:41,366
>> max: You can't do everything,
ben.
We have to work as a team.
139
00:16:41,368 --> 00:16:45,970
Gwen and i will deal with the
launch.
Once the watch recharges, you
140
00:16:45,972 --> 00:16:52,343
Have a little chat with
dr. Vicktor and company.
>> ben: If you run into trouble,
141
00:16:52,345 --> 00:16:56,381
Don't panic.
I'll be there as soon as i can.
>> gwen: Ooh, i feel safer
142
00:16:56,383 --> 00:16:58,016
Already.
143
00:17:29,915 --> 00:17:34,252
>> are you clear on your
instructions?
The downlink must be aligned
144
00:17:34,254 --> 00:17:36,320
When projection begins.
145
00:18:06,218 --> 00:18:07,952
>>
146
00:18:11,924 --> 00:18:14,625
>> ben: Whoa.
Talk about an express flight.
147
00:18:24,269 --> 00:18:29,507
>> gwen: Where is everybody?
>> max: Let's not look a gift
horse in the mouth.
148
00:18:29,509 --> 00:18:35,480
See if you can access the
mainframe.
>> gwen: All the overrides have
149
00:18:35,482 --> 00:18:38,783
Been locked out.
Who knew dr. Monster was a
computer geek?
150
00:18:38,785 --> 00:18:43,187
>> max: We're gonna have to shut
it down from inside the
spacecraft.
151
00:18:43,189 --> 00:18:47,959
Maybe you should stay here.
You know, just in case.
>> gwen: I seem to remember
152
00:18:47,961 --> 00:18:51,963
Someone saying something
recently like, "we have to work
as a team."
153
00:18:51,965 --> 00:19:00,705
>> max: Point taken.
If the corrodium is on board,
we'll need these.
154
00:19:00,707 --> 00:19:04,509
Now we should be ready for
anything.
155
00:19:06,879 --> 00:19:10,548
>> ben: Now, if i could just get
a little cooperation.
156
00:19:25,164 --> 00:19:29,400
>> xlr8: Yes! Got what i asked
for!
That muscle head will never know
157
00:19:29,402 --> 00:19:31,435
What hit him.
158
00:19:39,645 --> 00:19:46,984
Wow, good reflexes.
>> you will not stop me, boy,
even with your pitiful array of
159
00:19:46,986 --> 00:19:49,020
Weakling aliens.
160
00:19:51,156 --> 00:19:53,291
I'll rip you.
161
00:19:57,930 --> 00:20:10,308
These games have delayed me long
enough.
Enjoy your trip.
162
00:20:15,047 --> 00:20:21,085
>> xlr8: Sure hope this works.
Better hurry!
Uh, what's he gonna do with
163
00:20:21,087 --> 00:20:25,923
That?
>> you are resilient.
But your presence changes
164
00:20:25,925 --> 00:20:31,429
Nothing.
All is ready.
Observe.
165
00:20:34,132 --> 00:20:38,636
>> gwen: What's happening?
>> max: Main thrusters ignition.
Looks like we're going for a
166
00:20:38,638 --> 00:20:43,574
Ride.
>> gwen: A ride?
Where was the countdown?
167
00:20:43,576 --> 00:20:48,079
There's supposed to be a
t-minus-whatever countdown.
You know, 10, 9, 8.
168
00:20:48,081 --> 00:21:00,258
>> max: Gwen, you just became an
astronaut.
>> xlr8: Grandpa and gwen!
169
00:21:00,260 --> 00:21:06,931
I don't know what your plan is,
but it's over, frankenfreak.
>> oh, it's not my plan.
170
00:21:06,933 --> 00:21:11,102
It's the master's.
It always was.
171
00:21:14,406 --> 00:21:20,411
>> xlr8: The master's!
Who's the -- wait a minute.
I know this place.
172
00:21:20,413 --> 00:21:25,449
>> yes.
It is where you believe you
destroyed my master.
173
00:21:25,451 --> 00:21:27,451
You were wrong.
174
00:21:36,695 --> 00:21:43,134
>> i live!
>> xlr8: Ghostfreak!
>> master, all is prepared for
175
00:21:43,136 --> 00:21:47,271
Your return.
>> xlr8: How can this be?
I saw him fried with my own
176
00:21:47,273 --> 00:21:51,142
Eyes.
177
00:21:55,213 --> 00:22:00,184
>> max: Don't worry.
The worst is over.
Come on.
178
00:22:10,329 --> 00:22:16,667
>> you and i have a score to
settle, ben tennyson.
17254
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