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00:00:01,068 --> 00:00:06,672
>> ben: Previously on
"ben 10"...
>> the mass attracting station
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00:00:06,674 --> 00:00:10,476
On the north ridge was just
destroyed by some sort of
werewolf.
3
00:00:10,478 --> 00:00:13,579
It took some satellite
equipment.
>> ben: And it ripped down that
4
00:00:13,581 --> 00:00:18,417
Receiver you had here.
>> mommy!
>> max: I say there's a big
5
00:00:18,419 --> 00:00:24,390
Chunk of corrodium buried right
here.
>> dr. Vicktor, i am your
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00:00:24,392 --> 00:00:28,761
Superior.
>> you have no idea how wrong
you are.
7
00:00:28,763 --> 00:00:31,597
>>
>>
>> take care of the boy.
8
00:00:31,599 --> 00:00:36,235
I don't want anything to
interfere with our plans.
I was told of the omnitrix, but
9
00:00:36,237 --> 00:00:41,874
You are not the only one with
the power to transform.
10
00:00:53,053 --> 00:00:57,589
>> xlr8: I don't know what your
plan is.
>> oh, it's not my plan.
11
00:00:57,591 --> 00:01:06,765
It's the master's.
It always was.
>> i live!
12
00:01:06,767 --> 00:01:15,741
>> xlr8: Ghostfreak!
>> you and i have a score to
settle, ben tennyson.
13
00:01:24,451 --> 00:01:29,888
>> ¶ it started when an alien
device did what it did ¶
¶ and stuck itself upon his
14
00:01:29,890 --> 00:01:34,960
Wrist with secrets that it hid ¶
¶ now he's got superpowers
¶ he's no ordinary kid
15
00:01:34,962 --> 00:01:40,099
¶ he's ben 10
>> ¶ ben 10
>> ¶ so, if you see him, you
16
00:01:40,101 --> 00:01:45,938
Might be in for a big surprise ¶
¶ he'll turn into an alien
before your very eyes ¶
17
00:01:45,940 --> 00:01:49,074
¶ he's slimy, creepy, fast, and
strong ¶
¶ he's every shape and size
18
00:01:49,076 --> 00:01:55,013
¶ he's ben 10
>> ¶ ben 10
>> ¶ armed with powers, he's on
19
00:01:55,015 --> 00:01:59,818
The case ¶
¶ fighting off evil from earth
or space ¶
20
00:01:59,820 --> 00:02:05,157
¶ he'll never stop till he makes
them pay ¶
¶ 'cause he's the baddest kid to
21
00:02:05,159 --> 00:02:14,133
Ever save the day ¶
¶ ben 10
>> ¶ ben 10
22
00:02:28,648 --> 00:02:31,250
>> ben: Aah!
23
00:02:38,391 --> 00:02:40,592
>> no.
24
00:02:45,732 --> 00:02:47,966
He must be alive when i merge
25
00:02:47,968 --> 00:02:50,302
With him if i am to control the
26
00:02:50,304 --> 00:02:54,239
Omnitrix.
27
00:02:54,241 --> 00:03:02,147
>> ben:
>> what's the matter, ben?
Aren't you glad to see me?
28
00:03:02,149 --> 00:03:08,420
Haven't you learned by now that
nothing can stop me?
>> ben: Nothing except...
29
00:03:08,422 --> 00:03:15,961
>> grey matter: Grey matter?
Oh, man. Give me a break.
30
00:03:27,106 --> 00:03:31,510
>> find him!
I can't merge with him in his
alien form.
31
00:03:31,512 --> 00:03:37,082
But it's merely a matter of time
before he turns human again.
32
00:03:40,753 --> 00:03:45,057
>> gwen: Shouldn't we be looking
for the corrodium?
>> max: Easier to bring the
33
00:03:45,059 --> 00:03:49,461
Entire kit and caboodle back to
earth then waste time searching
for a few rocks in a whole
34
00:03:49,463 --> 00:03:54,433
Rocket ship.
>> gwen: Guess we know where i
got my brains from.
35
00:03:54,435 --> 00:04:00,305
But you sure you remember how to
fly this thing, grandpa?
>> max: Just like riding a
36
00:04:00,307 --> 00:04:07,779
Bicycle -- a 100-ton,
20,000-mile-an-hour, high-tech
bicycle.
37
00:04:15,955 --> 00:04:24,663
>> why are we chasing this
little pest when the master plan
is so close to becoming reality?
38
00:04:24,665 --> 00:04:35,941
Master...
No!
>> you fool.
39
00:04:35,943 --> 00:04:42,748
That little pest could ruin
everything we've planned.
Do as i say, or you shall be the
40
00:04:42,750 --> 00:04:49,721
Focus of my wrath.
>> grey matter: Master plan?
I don't like the sound of that.
41
00:04:59,432 --> 00:05:05,304
And i like the looks of it even
less.
Yo, earth to grandpa.
42
00:05:05,306 --> 00:05:09,308
Come in, grandpa.
>> max: Ben?
>> gwen: If you're checking up
43
00:05:09,310 --> 00:05:12,678
On us, don't bother.
We're totally handling things up
here.
44
00:05:12,680 --> 00:05:17,215
We don't need your help.
>> grey matter: Wrong.
When you hear what i'm about to
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00:05:17,217 --> 00:05:22,187
Say, you're gonna wish you had
my alien muscle with you.
>> gwen: Since when is
46
00:05:22,189 --> 00:05:26,058
Grey matter muscle?
>> max: Please, gwen.
Go ahead, ben.
47
00:05:26,060 --> 00:05:30,462
>> grey matter: I figured out
what old bolt head is up to.
He's going to project a
48
00:05:30,464 --> 00:05:34,399
Corrodium beam from the space
station to a transceiver in
new mexico.
49
00:05:34,401 --> 00:05:38,837
>> max: Which will then spread
it over the entire earth!
>> gwen: New mexico?
50
00:05:38,839 --> 00:05:42,908
Like where we first took on the
werewolf?
>> grey matter: Duh, that's why
51
00:05:42,910 --> 00:05:46,978
He was stealing that satellite
equipment.
>> max: A beam of corrodium like
52
00:05:46,980 --> 00:05:51,850
That will mutate all human and
animal life on earth.
>> grey matter: I think that's
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00:05:51,852 --> 00:05:56,154
Just a side effect.
With the sun blocked out,
ghostfreak would be at full
54
00:05:56,156 --> 00:06:00,359
Power all the time.
>> both: Ghostfreak?
>> grey matter: Yeah.
55
00:06:00,361 --> 00:06:05,697
Dr. Monster somehow brought
ghostfreak back to life.
He's behind all this stuff --
56
00:06:05,699 --> 00:06:10,669
The werewolf, mr. Mummy,
everything!
>> max: Hold on a second, ben.
57
00:06:10,671 --> 00:06:16,274
That's strange.
According to this, the corrodium
inside this ship is moving.
58
00:06:16,276 --> 00:06:25,917
>> gwen: How could it be moving?
Unless...Aah!
>> max: It's inside the mummy.
59
00:06:25,919 --> 00:06:29,588
>> grey matter: Grandpa! Gwen!
60
00:06:39,932 --> 00:06:45,070
Oh, man.
Come on, think.
There's got to be something in
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00:06:45,072 --> 00:06:54,679
All this junk that will help.
Aha!
whoa!
62
00:07:07,627 --> 00:07:10,529
no!
63
00:07:15,268 --> 00:07:22,507
>> max:
can't keep this up much longer.
>> gwen: Hang on, grandpa!
64
00:07:22,509 --> 00:07:27,245
>> max: Gwen, wait.
Your spells don't work inside
your hazmat suit, remember?
65
00:07:27,247 --> 00:07:31,483
>> gwen: Yes, they do.
Just not like they're supposed
to.
66
00:07:31,485 --> 00:07:34,553
Kimokia objectia!
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00:07:48,868 --> 00:07:54,306
Whew.
At least i bought us some time
to regroup in this closet.
68
00:07:54,308 --> 00:07:58,376
Who needs ben and his alien
heroes?
>> max: Gwen, this isn't a
69
00:07:58,378 --> 00:08:03,415
Closet.
It's an air lock.
70
00:08:16,963 --> 00:08:21,166
>> gwen:
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00:08:28,307 --> 00:08:32,844
>> exterior air lock closed.
Repressurizing.
72
00:08:38,317 --> 00:08:41,586
>> gwen: Not very stylish, but
you got to love these plumber
suits.
73
00:08:41,588 --> 00:08:46,591
>> max: Yeah, but they won't
last long in zero atmosphere.
We have to find another way back
74
00:08:46,593 --> 00:08:49,194
Inside the station and fast.
75
00:08:52,431 --> 00:09:03,775
>> ben: Aw, stupid watch.
Uh, don't suppose you'd consider
becoming a good guy, would you?
76
00:09:09,448 --> 00:09:17,422
>> soon the earth will be mine.
But first -- the omnitrix.
77
00:09:17,424 --> 00:09:24,362
>> ben: You want to be in the
spotlight?
How about this, freak?
78
00:09:24,364 --> 00:09:34,639
>>
aah!
>> ben: Stun gun -- a little
79
00:09:34,641 --> 00:09:39,144
Present from my close personal
friend grey matter.
>> master.
80
00:09:39,146 --> 00:09:47,986
You will pay for your insolence,
child.
>> ben: Aah!
81
00:10:14,814 --> 00:10:19,017
Oh, yeah.
Badder than the bad guys.
Now i just have to figure out a
82
00:10:19,019 --> 00:10:25,023
Way to get up into space and
help grandpa and gwen.
83
00:10:28,861 --> 00:10:33,999
yes!
Just give me someone i can use.
84
00:10:34,001 --> 00:10:37,969
>> upgrade: Now, that's what i'm
talking about.
85
00:10:50,950 --> 00:10:52,917
>>
86
00:11:04,864 --> 00:11:09,734
>> upgrade: Oh, why can't you
just stay grounded like your
master?
87
00:11:21,047 --> 00:11:25,150
>> max: There should be a manual
access panel around here
somewhere.
88
00:11:25,152 --> 00:11:30,055
>> gwen: You know, for a guy who
never went up into space, you
seem to know an awful lot about
89
00:11:30,057 --> 00:11:32,924
It.
>> max: I never said i didn't go
into space.
90
00:11:32,926 --> 00:11:36,928
I said i never went into space
with nasa.
91
00:11:58,951 --> 00:12:06,925
>> target in range.
Beginning transmission in 5, 4,
3, 2...
92
00:12:06,927 --> 00:12:11,730
>> max: I don't think so.
>> transmission aborted.
93
00:12:31,817 --> 00:12:35,487
>> upgrade: Well, this is my
stop.
94
00:12:40,426 --> 00:12:47,232
Thank you for flying
air upgrade.
Buh-bye.
95
00:12:47,234 --> 00:12:50,268
>> no-o-o!
96
00:12:54,106 --> 00:13:00,979
>>
>> both: Ben?
>> upgrade: Who else?
97
00:13:00,981 --> 00:13:03,715
Somebody open the air lock.
98
00:13:15,027 --> 00:13:20,131
Lucky for you guys, a real hero
showed up.
99
00:13:20,133 --> 00:13:24,769
>> ben: Oh, man.
I think i'm gonna hurl.
>> gwen: Yeah, real heroic.
100
00:13:24,771 --> 00:13:29,140
>> ben: Hey, i just saved your
butt.
>> gwen: You know what your
101
00:13:29,142 --> 00:13:32,143
Problem is?
>> ben: Besides you?
>> gwen: You're threatened by
102
00:13:32,145 --> 00:13:35,146
The fact that we can handle
ourselves without you.
>> ben: Please.
103
00:13:35,148 --> 00:13:39,184
Without me, that mummy would
have tossed you into space like
yesterday's garbage.
104
00:13:39,186 --> 00:13:44,222
>> max: Wait, something's not
right.
105
00:13:44,224 --> 00:13:46,391
>> target reacquired.
106
00:13:50,129 --> 00:13:56,034
>> ben: Ghostfreak? But how?
>> you aren't the only one who
can hitch a ride on a rocket.
107
00:13:56,036 --> 00:14:00,672
>> 5, 4...
>> ben: I've stopped you before.
I can stop you again.
108
00:14:00,674 --> 00:14:05,343
>> too late!
109
00:14:23,662 --> 00:14:25,697
>>
110
00:14:31,237 --> 00:14:33,872
>> all:
111
00:14:45,217 --> 00:14:52,924
>> darkness falls.
Earth is now my domain!
112
00:15:09,275 --> 00:15:15,780
>> now, how shall i dispose of
you three?
>> gwen: Oh, whatever you do,
113
00:15:15,782 --> 00:15:25,423
Don't toss us out into space.
>> excellent idea.
Remove the suits.
114
00:15:25,425 --> 00:15:30,962
>> ben: Nice going, big mouth.
Why don't you just hand him over
my watch while you're at it?
115
00:15:30,964 --> 00:15:35,767
>> gwen: I can handle this.
Appendage-a gregoria!
116
00:15:41,173 --> 00:15:50,181
>> you've learned some new
tricks since we last met, child.
>> ben: She's not the only one.
117
00:15:50,183 --> 00:15:56,921
>> benvicktor: Electromagnetic
body.
118
00:15:56,923 --> 00:15:59,190
Sweet.
119
00:16:04,596 --> 00:16:09,300
>> aah!
>> max: The controls are locked.
I can't shut down the corrodium
120
00:16:09,302 --> 00:16:13,638
Beam.
>> benvicktor: No problem.
A little lightning should do the
121
00:16:13,640 --> 00:16:23,181
Trick.
Okay, it's go time --
me and you.
122
00:16:23,183 --> 00:16:29,721
>> here in the darkness of
space, i am at my full
potential.
123
00:16:36,562 --> 00:16:42,166
Stay away from that transmitter,
boy.
>> benvicktor: Make me.
124
00:16:54,380 --> 00:17:04,088
>> max: Yeah, i still got the
right stuff.
What in the world?
125
00:17:04,090 --> 00:17:07,759
Bet neil armstrong never had to
deal with this.
126
00:17:10,896 --> 00:17:18,202
>> gwen: Let's see.
Reanima verdanica!
Okay.
127
00:17:18,204 --> 00:17:22,807
How about -- reanima dynamica?!
128
00:17:32,618 --> 00:17:34,986
I, uh, got to go.
129
00:17:40,793 --> 00:17:44,462
Doesn't "occupied" mean anything
to you?
130
00:17:48,967 --> 00:17:54,505
don't forget to put the seat
down on your way out.
131
00:18:06,485 --> 00:18:14,559
>> every minute brings you
closer to becoming human again.
It'll be a pleasure to watch you
132
00:18:14,561 --> 00:18:18,329
Explode in the vacuum of space.
133
00:18:25,404 --> 00:18:28,840
Now we finish this.
134
00:18:32,344 --> 00:18:37,348
>> max: Don't know what you're
doing, but i don't like the
looks of it.
135
00:18:47,259 --> 00:18:51,529
>> no-o-o-o!
136
00:18:56,201 --> 00:18:58,536
>> huh?
137
00:19:03,509 --> 00:19:06,377
You will pay dearly for that.
138
00:19:36,575 --> 00:19:43,548
>> benvicktor: Two freaks down,
one to...
Where did he go?
139
00:19:43,550 --> 00:19:48,920
Gwen!
gwen.
140
00:19:48,922 --> 00:19:53,724
>> ben: No worries.
We just have to wait until the
watch recharges.
141
00:19:53,726 --> 00:20:01,666
>> gwen: We don't have time.
This module's about to
depressurize.
142
00:20:01,668 --> 00:20:07,538
>> ben: What are you doing?
>> gwen: Saving your life.
Don't ask me why.
143
00:20:15,714 --> 00:20:19,517
>> ben: Aw, great.
Now i get to float around
forever with space cooties.
144
00:20:19,519 --> 00:20:24,589
>> gwen: This is no picnic for
me either.
Shower much?
145
00:20:24,591 --> 00:20:31,796
>> max: You kids need a lift?
Mission accomplished.
I guess saving the earth beats a
146
00:20:31,798 --> 00:20:35,633
Moonwalk.
>> ben: I still say things would
have gone a lot smoother if you
147
00:20:35,635 --> 00:20:39,971
Two would just let me handle
everything myself.
>> gwen: Why can't you admit
148
00:20:39,973 --> 00:20:44,442
We're as good as the omnitrix?
>> ben: Face it.
Nothing is as good as the
149
00:20:44,444 --> 00:20:47,745
Omnitrix.
>> i couldn't agree more.
150
00:20:51,984 --> 00:20:57,221
You have only delayed my plans,
boy.
Once i have control over the
151
00:20:57,223 --> 00:21:06,897
Omnitrix, earth's defenses will
be powerless against me.
>> gwen: Ben, sunny-side up!
152
00:21:06,899 --> 00:21:11,135
>> smiling in the face of your
demise.
I admire that.
153
00:21:11,137 --> 00:21:16,607
>> ben: Oh, i'm not smiling at
my demise.
I'm smiling at yours.
154
00:21:16,609 --> 00:21:26,784
>> gwen: Grandpa! Now!
>> foolish children.
Aah!
155
00:21:26,786 --> 00:21:34,859
>> gwen: So have we made our
point about teamwork yet?
>> both: Aah!
156
00:21:34,861 --> 00:21:38,496
>> max: We took on too much
damage when i rammed the
transmitter.
157
00:21:38,498 --> 00:21:40,531
The ship's breaking up.
158
00:21:51,843 --> 00:21:57,048
>> cannonbolt: Ouch.
>> gwen:
aw, and he complained about
159
00:21:57,050 --> 00:21:59,650
Being smothered in my cooties.
160
00:22:03,355 --> 00:22:08,859
>> ben: All right, all right.
I guess we are pretty good at
kicking butt together.
161
00:22:08,861 --> 00:22:13,397
Team?
>> both: Team.
162
00:22:13,399 --> 00:22:19,837
>> ben: And we've seen the last
of ghostfreak.
Ghostfreak? Oh, man.
163
00:22:19,839 --> 00:22:23,674
Uh, guys, where are we?
15614
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