Original subtitles

>> ben: Previously on "ben 10"... >> the mass attracting station

On the north ridge was just destroyed by some sort of werewolf.

It took some satellite equipment. >> ben: And it ripped down that

Receiver you had here. >> mommy! >> max: I say there's a big

Chunk of corrodium buried right here. >> dr. Vicktor, i am your

Superior. >> you have no idea how wrong you are.

>> >> >> take care of the boy.

I don't want anything to interfere with our plans. I was told of the omnitrix, but

You are not the only one with the power to transform.

>> xlr8: I don't know what your plan is. >> oh, it's not my plan.

It's the master's. It always was. >> i live!

>> xlr8: Ghostfreak! >> you and i have a score to settle, ben tennyson.

>> ¶ it started when an alien device did what it did ¶ ¶ and stuck itself upon his

Wrist with secrets that it hid ¶ ¶ now he's got superpowers ¶ he's no ordinary kid

¶ he's ben 10 >> ¶ ben 10 >> ¶ so, if you see him, you

Might be in for a big surprise ¶ ¶ he'll turn into an alien before your very eyes ¶

¶ he's slimy, creepy, fast, and strong ¶ ¶ he's every shape and size

¶ he's ben 10 >> ¶ ben 10 >> ¶ armed with powers, he's on

The case ¶ ¶ fighting off evil from earth or space ¶

¶ he'll never stop till he makes them pay ¶ ¶ 'cause he's the baddest kid to

Ever save the day ¶ ¶ ben 10 >> ¶ ben 10

>> ben: Aah!

>> no.

He must be alive when i merge

With him if i am to control the

Omnitrix.

>> ben: >> what's the matter, ben? Aren't you glad to see me?

Haven't you learned by now that nothing can stop me? >> ben: Nothing except...

>> grey matter: Grey matter? Oh, man. Give me a break.

>> find him! I can't merge with him in his alien form.

But it's merely a matter of time before he turns human again.

>> gwen: Shouldn't we be looking for the corrodium? >> max: Easier to bring the

Entire kit and caboodle back to earth then waste time searching for a few rocks in a whole

Rocket ship. >> gwen: Guess we know where i got my brains from.

But you sure you remember how to fly this thing, grandpa? >> max: Just like riding a

Bicycle -- a 100-ton, 20,000-mile-an-hour, high-tech bicycle.

>> why are we chasing this little pest when the master plan is so close to becoming reality?

Master... No! >> you fool.

That little pest could ruin everything we've planned. Do as i say, or you shall be the

Focus of my wrath. >> grey matter: Master plan? I don't like the sound of that.

And i like the looks of it even less. Yo, earth to grandpa.

Come in, grandpa. >> max: Ben? >> gwen: If you're checking up

On us, don't bother. We're totally handling things up here.

We don't need your help. >> grey matter: Wrong. When you hear what i'm about to

Say, you're gonna wish you had my alien muscle with you. >> gwen: Since when is

Grey matter muscle? >> max: Please, gwen. Go ahead, ben.

>> grey matter: I figured out what old bolt head is up to. He's going to project a

Corrodium beam from the space station to a transceiver in new mexico.

>> max: Which will then spread it over the entire earth! >> gwen: New mexico?

Like where we first took on the werewolf? >> grey matter: Duh, that's why

He was stealing that satellite equipment. >> max: A beam of corrodium like

That will mutate all human and animal life on earth. >> grey matter: I think that's

Just a side effect. With the sun blocked out, ghostfreak would be at full

Power all the time. >> both: Ghostfreak? >> grey matter: Yeah.

Dr. Monster somehow brought ghostfreak back to life. He's behind all this stuff --

The werewolf, mr. Mummy, everything! >> max: Hold on a second, ben.

That's strange. According to this, the corrodium inside this ship is moving.

>> gwen: How could it be moving? Unless...Aah! >> max: It's inside the mummy.

>> grey matter: Grandpa! Gwen!

Oh, man. Come on, think. There's got to be something in

All this junk that will help. Aha! whoa!

no!

>> max: can't keep this up much longer. >> gwen: Hang on, grandpa!

>> max: Gwen, wait. Your spells don't work inside your hazmat suit, remember?

>> gwen: Yes, they do. Just not like they're supposed to.

Kimokia objectia!

Whew. At least i bought us some time to regroup in this closet.

Who needs ben and his alien heroes? >> max: Gwen, this isn't a

Closet. It's an air lock.

>> gwen:

>> exterior air lock closed. Repressurizing.

>> gwen: Not very stylish, but you got to love these plumber suits.

>> max: Yeah, but they won't last long in zero atmosphere. We have to find another way back

Inside the station and fast.

>> ben: Aw, stupid watch. Uh, don't suppose you'd consider becoming a good guy, would you?

>> soon the earth will be mine. But first -- the omnitrix.

>> ben: You want to be in the spotlight? How about this, freak?

>> aah! >> ben: Stun gun -- a little

Present from my close personal friend grey matter. >> master.

You will pay for your insolence, child. >> ben: Aah!

Oh, yeah. Badder than the bad guys. Now i just have to figure out a

Way to get up into space and help grandpa and gwen.

yes! Just give me someone i can use.

>> upgrade: Now, that's what i'm talking about.

>>

>> upgrade: Oh, why can't you just stay grounded like your master?

>> max: There should be a manual access panel around here somewhere.

>> gwen: You know, for a guy who never went up into space, you seem to know an awful lot about

It. >> max: I never said i didn't go into space.

I said i never went into space with nasa.

>> target in range. Beginning transmission in 5, 4, 3, 2...

>> max: I don't think so. >> transmission aborted.

>> upgrade: Well, this is my stop.

Thank you for flying air upgrade. Buh-bye.

>> no-o-o!

>> >> both: Ben? >> upgrade: Who else?

Somebody open the air lock.

Lucky for you guys, a real hero showed up.

>> ben: Oh, man. I think i'm gonna hurl. >> gwen: Yeah, real heroic.

>> ben: Hey, i just saved your butt. >> gwen: You know what your

Problem is? >> ben: Besides you? >> gwen: You're threatened by

The fact that we can handle ourselves without you. >> ben: Please.

Without me, that mummy would have tossed you into space like yesterday's garbage.

>> max: Wait, something's not right.

>> target reacquired.

>> ben: Ghostfreak? But how? >> you aren't the only one who can hitch a ride on a rocket.

>> 5, 4... >> ben: I've stopped you before. I can stop you again.

>> too late!

>>

>> all:

>> darkness falls. Earth is now my domain!

>> now, how shall i dispose of you three? >> gwen: Oh, whatever you do,

Don't toss us out into space. >> excellent idea. Remove the suits.

>> ben: Nice going, big mouth. Why don't you just hand him over my watch while you're at it?

>> gwen: I can handle this. Appendage-a gregoria!

>> you've learned some new tricks since we last met, child. >> ben: She's not the only one.

>> benvicktor: Electromagnetic body.

Sweet.

>> aah! >> max: The controls are locked. I can't shut down the corrodium

Beam. >> benvicktor: No problem. A little lightning should do the

Trick. Okay, it's go time -- me and you.

>> here in the darkness of space, i am at my full potential.

Stay away from that transmitter, boy. >> benvicktor: Make me.

>> max: Yeah, i still got the right stuff. What in the world?

Bet neil armstrong never had to deal with this.

>> gwen: Let's see. Reanima verdanica! Okay.

How about -- reanima dynamica?!

I, uh, got to go.

Doesn't "occupied" mean anything to you?

don't forget to put the seat down on your way out.

>> every minute brings you closer to becoming human again. It'll be a pleasure to watch you

Explode in the vacuum of space.

Now we finish this.

>> max: Don't know what you're doing, but i don't like the looks of it.

>> no-o-o-o!

>> huh?

You will pay dearly for that.

>> benvicktor: Two freaks down, one to... Where did he go?

Gwen! gwen.

>> ben: No worries. We just have to wait until the watch recharges.

>> gwen: We don't have time. This module's about to depressurize.

>> ben: What are you doing? >> gwen: Saving your life. Don't ask me why.

>> ben: Aw, great. Now i get to float around forever with space cooties.

>> gwen: This is no picnic for me either. Shower much?

>> max: You kids need a lift? Mission accomplished. I guess saving the earth beats a

Moonwalk. >> ben: I still say things would have gone a lot smoother if you

Two would just let me handle everything myself. >> gwen: Why can't you admit

We're as good as the omnitrix? >> ben: Face it. Nothing is as good as the

Omnitrix. >> i couldn't agree more.

You have only delayed my plans, boy. Once i have control over the

Omnitrix, earth's defenses will be powerless against me. >> gwen: Ben, sunny-side up!

>> smiling in the face of your demise. I admire that.

>> ben: Oh, i'm not smiling at my demise. I'm smiling at yours.

>> gwen: Grandpa! Now! >> foolish children. Aah!

>> gwen: So have we made our point about teamwork yet? >> both: Aah!

>> max: We took on too much damage when i rammed the transmitter.

The ship's breaking up.

>> cannonbolt: Ouch. >> gwen: aw, and he complained about

Being smothered in my cooties.

>> ben: All right, all right. I guess we are pretty good at kicking butt together.

Team? >> both: Team.

>> ben: And we've seen the last of ghostfreak. Ghostfreak? Oh, man.

Uh, guys, where are we?