Original subtitles

>> Ben: ALBEDO! STAY BACK, ROOK!

TAKE A LOOK AROUND, KHYBER. YOUR BUDDY ALBEDO HERE LOST. YOU'VE LOST.

YOUR BUDDY ALBEDO HERE LOST. YOU'VE LOST. >> Albedo: [ CACKLES ]

YOU'VE LOST. >> Albedo: [ CACKLES ] SHOW THEM!

>> Albedo: [ CACKLES ] SHOW THEM! SHOW THEM WHY IT IS THEY WHO

SHOW THEM! SHOW THEM WHY IT IS THEY WHO HAVE LOST!

>> Khyber: STAY BACK. YOUR LITTLE OLD GALVAN WOULDN'T HOLD UP TO ANY ROUGH PLAY.

YOUR LITTLE OLD GALVAN WOULDN'T HOLD UP TO ANY ROUGH PLAY. >> [ SIGHS ]

HOLD UP TO ANY ROUGH PLAY. >> [ SIGHS ] ALBEDO, THIS IS JUST THE SORT OF

>> [ SIGHS ] ALBEDO, THIS IS JUST THE SORT OF THING THAT GOT YOU FIRED.

ALBEDO, THIS IS JUST THE SORT OF THING THAT GOT YOU FIRED. >> Albedo: [ GRUNTS ]

THING THAT GOT YOU FIRED. >> Albedo: [ GRUNTS ] >> Ben: WHAT'S THE GAME PLAN,

>> Albedo: [ GRUNTS ] >> Ben: WHAT'S THE GAME PLAN, AZMUTH?

>> Ben: WHAT'S THE GAME PLAN, AZMUTH? THE SMARTEST GUY IN THE GALAXY

AZMUTH? THE SMARTEST GUY IN THE GALAXY MUST HAVE A THOUSAND CONTINGENCY

THE SMARTEST GUY IN THE GALAXY MUST HAVE A THOUSAND CONTINGENCY PLANS IN PLACE.

MUST HAVE A THOUSAND CONTINGENCY PLANS IN PLACE. >> CONTINGENCY PLANS?

PLANS IN PLACE. >> CONTINGENCY PLANS? WHO HAS TIME TO WORRY ABOUT THAT

>> CONTINGENCY PLANS? WHO HAS TIME TO WORRY ABOUT THAT NONSENSE?

WHO HAS TIME TO WORRY ABOUT THAT NONSENSE? HURRY UP AND EXTRICATE ME!

NONSENSE? HURRY UP AND EXTRICATE ME! >> Khyber: [ WHISTLES ]

HURRY UP AND EXTRICATE ME! >> Khyber: [ WHISTLES ] >> [ GROWLING ]

>> Khyber: [ WHISTLES ] >> [ GROWLING ] >> Max: [ GRUNTS ]

>> [ GROWLING ] >> Max: [ GRUNTS ] >> Rook: [ GRUNTS ]

>> Max: [ GRUNTS ] >> Rook: [ GRUNTS ] >> Ben: [ GRUNTS ]

>> Rook: [ GRUNTS ] >> Ben: [ GRUNTS ] >> Max: WHAT THE?!

>> Ben: [ GRUNTS ] >> Max: WHAT THE?! >> Ben: THEY'RE DITTO PREDATORS.

>> Max: WHAT THE?! >> Ben: THEY'RE DITTO PREDATORS. >> Albedo: FIRST THINKER, I KNOW

>> Ben: THEY'RE DITTO PREDATORS. >> Albedo: FIRST THINKER, I KNOW YOU'RE WONDERING WHY I'VE

>> Albedo: FIRST THINKER, I KNOW YOU'RE WONDERING WHY I'VE BROUGHT YOU HERE.

YOU'RE WONDERING WHY I'VE BROUGHT YOU HERE. >> IF YOU'RE GOING TO GO INTO

BROUGHT YOU HERE. >> IF YOU'RE GOING TO GO INTO DETAIL, FOR GOODNESS' SAKE, BE

>> IF YOU'RE GOING TO GO INTO DETAIL, FOR GOODNESS' SAKE, BE BRIEF.

DETAIL, FOR GOODNESS' SAKE, BE BRIEF. >> Albedo: FINE.

BRIEF. >> Albedo: FINE. BRIEFLY, I HAVE BUILT A CEREBRAL

>> Albedo: FINE. BRIEFLY, I HAVE BUILT A CEREBRAL VORTEX.

BRIEFLY, I HAVE BUILT A CEREBRAL VORTEX. I SHALL DRAIN OFF AZMUTH'S

VORTEX. I SHALL DRAIN OFF AZMUTH'S MENTAL ABILITIES AND USE THEM TO

I SHALL DRAIN OFF AZMUTH'S MENTAL ABILITIES AND USE THEM TO AUGMENT MY OWN ULTIMATE GALVAN

MENTAL ABILITIES AND USE THEM TO AUGMENT MY OWN ULTIMATE GALVAN MIND.

AUGMENT MY OWN ULTIMATE GALVAN MIND. WHY, WITH MY HYPER-EVOLVED BRAIN

MIND. WHY, WITH MY HYPER-EVOLVED BRAIN COMBINED WITH AZMUTH'S...

WHY, WITH MY HYPER-EVOLVED BRAIN COMBINED WITH AZMUTH'S... >> Ben: YOU'LL BE ABOUT AS SMART

COMBINED WITH AZMUTH'S... >> Ben: YOU'LL BE ABOUT AS SMART AS AZMUTH.

>> Ben: YOU'LL BE ABOUT AS SMART AS AZMUTH. >> I'M AFRAID YOU HAVEN'T

AS AZMUTH. >> I'M AFRAID YOU HAVEN'T THOUGHT THIS THROUGH THOROUGHLY.

>> I'M AFRAID YOU HAVEN'T THOUGHT THIS THROUGH THOROUGHLY. >> Albedo: DON'T TALK DOWN TO

THOUGHT THIS THROUGH THOROUGHLY. >> Albedo: DON'T TALK DOWN TO ME, FIRST THINKER.

>> Albedo: DON'T TALK DOWN TO ME, FIRST THINKER. OH.

ME, FIRST THINKER. OH. AND I WASN'T FIRED.

OH. AND I WASN'T FIRED. I QUIT!

AND I WASN'T FIRED. I QUIT! >> [ GROANING ]

>> ♪ BEN 10 >> ♪ HE'S A KID, AND HE WANTS TO HAVE FUN ♪

>> ♪ HE'S A KID, AND HE WANTS TO HAVE FUN ♪ >> ♪ BUT WHEN YOU NEED A

HAVE FUN ♪ >> ♪ BUT WHEN YOU NEED A SUPERHERO, HE GETS THE JOB

>> ♪ BUT WHEN YOU NEED A SUPERHERO, HE GETS THE JOB DONE ♪

SUPERHERO, HE GETS THE JOB DONE ♪ >> ♪ BEN 10

DONE ♪ >> ♪ BEN 10 >> ♪ WITH A DEVICE THAT HE WEARS

>> ♪ BEN 10 >> ♪ WITH A DEVICE THAT HE WEARS ON HIS ARM ♪

>> ♪ WITH A DEVICE THAT HE WEARS ON HIS ARM ♪ >> ♪ HE CAN CHANGE HIS SHAPE AND

ON HIS ARM ♪ >> ♪ HE CAN CHANGE HIS SHAPE AND SAVE THE WORLD FROM HARM ♪

>> ♪ HE CAN CHANGE HIS SHAPE AND SAVE THE WORLD FROM HARM ♪ >> ♪ WHEN TROUBLE'S TAKING

SAVE THE WORLD FROM HARM ♪ >> ♪ WHEN TROUBLE'S TAKING PLACE ♪

>> ♪ WHEN TROUBLE'S TAKING PLACE ♪ >> ♪ HE GETS RIGHT IN ITS FACE

PLACE ♪ >> ♪ HE GETS RIGHT IN ITS FACE >> ♪ BEN 10

>> ♪ HE GETS RIGHT IN ITS FACE >> ♪ BEN 10 >> ♪ WHEN LIVES ARE ON THE

>> ♪ BEN 10 >> ♪ WHEN LIVES ARE ON THE LINE ♪

>> ♪ WHEN LIVES ARE ON THE LINE ♪ >> ♪ IT'S HERO TIME

LINE ♪ >> ♪ IT'S HERO TIME >> ♪ BEN 10

>> [ GROANING ]

[ MACHINE BEEPS ] Hello? Is anybody out there? >> Albedo: THE TRANSFER WORKED!

Hello? Is anybody out there? >> Albedo: THE TRANSFER WORKED! NOW, WATCH AS I MAKE AZMUTH'S

>> Albedo: THE TRANSFER WORKED! NOW, WATCH AS I MAKE AZMUTH'S INTELLIGENCE MINE.

NOW, WATCH AS I MAKE AZMUTH'S INTELLIGENCE MINE. >> Ben: AZMUTH?

INTELLIGENCE MINE. >> Ben: AZMUTH? >> Khyber: [ CHUCKLES ]

>> Ben: AZMUTH? >> Khyber: [ CHUCKLES ] NOW, WHO WANTS A TREAT?

>> Khyber: [ CHUCKLES ] NOW, WHO WANTS A TREAT? >> [ ROARS ]

NOW, WHO WANTS A TREAT? >> [ ROARS ] >> Max: [ GRUNTS ]

>> [ ROARS ] >> Max: [ GRUNTS ] HIS BODY'S STILL ALIVE.

>> Max: [ GRUNTS ] HIS BODY'S STILL ALIVE. >> [ ROARS ]

HIS BODY'S STILL ALIVE. >> [ ROARS ] >> Rook: [ GRUNTING ]

>> [ ROARS ] >> Rook: [ GRUNTING ] [ BEEP ]

>> Rook: [ GRUNTING ] [ BEEP ] >> Albedo: [ GRUNTS ]

[ BEEP ] >> Albedo: [ GRUNTS ] KHYBER! THE BRAIN!

>> Albedo: [ GRUNTS ] KHYBER! THE BRAIN! >> [ ROARS ]

[ OMNITRIX POWERS DOWN ] >> [ CHUCKLING ] >> Ben: AZMUTH!

>> [ CHUCKLING ] >> Ben: AZMUTH! YOU'RE...OKAY?

>> Ben: AZMUTH! YOU'RE...OKAY? >> [ CHUCKLES ]

YOU'RE...OKAY? >> [ CHUCKLES ] PULL MY FINGER.

>> [ CHUCKLES ] PULL MY FINGER. >> Max: NO, BEN.

PULL MY FINGER. >> Max: NO, BEN. THAT'S NOT AZMUTH TALKING --

>> Max: NO, BEN. THAT'S NOT AZMUTH TALKING -- JUST HIS PRE-BRAIN.

THAT'S NOT AZMUTH TALKING -- JUST HIS PRE-BRAIN. >> Rook: GALVANS HAVE A

JUST HIS PRE-BRAIN. >> Rook: GALVANS HAVE A SECONDARY BRAIN THAT HANDLES

>> Rook: GALVANS HAVE A SECONDARY BRAIN THAT HANDLES BASIC BODILY FUNCTIONS.

SECONDARY BRAIN THAT HANDLES BASIC BODILY FUNCTIONS. >> Ben: YEAH, HOW BASIC ARE WE

BASIC BODILY FUNCTIONS. >> Ben: YEAH, HOW BASIC ARE WE TALKING HERE?

TALKING HERE? >> Max: IT MAKES BLUKIC AND

>> Max: IT MAKES BLUKIC AND DRIBA LOOK LIKE GENIUSES.

DRIBA LOOK LIKE GENIUSES. >> PBHT! PBHT!

>> PBHT! PBHT! >> Ben: [ LAUGHS ]

>> Ben: [ LAUGHS ] I KIND OF LIKE THIS GUY.

>> Arctiguana: GIVE ME THAT BRAIN! >> [ ROARS ]

BRAIN! >> [ ROARS ] >> Ben: [ GRUNTS ]

>> [ ROARS ] >> Ben: [ GRUNTS ] >> [ ROARS ]

>> Ben: [ GRUNTS ] >> [ ROARS ] >> Ben: [ GRUNTS ]

>> [ ROARS ] >> Ben: [ GRUNTS ] [ GRUNTS ]

>> Ben: [ GRUNTS ] [ GRUNTS ] [ DOOR WHIRS ]

[ GRUNTS ] [ DOOR WHIRS ] >> [ GROANS ]

[ DOOR WHIRS ] >> [ GROANS ] [ CLANKING ]

>> [ GROANS ] [ CLANKING ] >> Ben: HEY, AZMUTH IS BEATING

[ CLANKING ] >> Ben: HEY, AZMUTH IS BEATING HIS HEAD AGAINST A WALL.

>> Ben: HEY, AZMUTH IS BEATING HIS HEAD AGAINST A WALL. Do you think he's trying to tell

HIS HEAD AGAINST A WALL. Do you think he's trying to tell us something?

Do you think he's trying to tell us something? >> Rook: YES -- THAT HIS BRAIN

us something? >> Rook: YES -- THAT HIS BRAIN IS MISSING.

>> Rook: YES -- THAT HIS BRAIN IS MISSING. >> Max: STAY PUT UNTIL WE GET

IS MISSING. >> Max: STAY PUT UNTIL WE GET THERE, BEN.

>> Max: STAY PUT UNTIL WE GET THERE, BEN. AND KEEP AZMUTH OUT OF TROUBLE

THERE, BEN. AND KEEP AZMUTH OUT OF TROUBLE UNTIL WE CAN FIX HIM.

AND KEEP AZMUTH OUT OF TROUBLE UNTIL WE CAN FIX HIM. >> Ben: Maybe he knows how to

UNTIL WE CAN FIX HIM. >> Ben: Maybe he knows how to rebrain himself.

>> Ben: Maybe he knows how to rebrain himself. I'll set him next to this lab

rebrain himself. I'll set him next to this lab stuff and see what he does.

I'll set him next to this lab stuff and see what he does. [ COMMUNICATOR BEEPS ]

stuff and see what he does. [ COMMUNICATOR BEEPS ] GO ON, BUDDY. MAKE ME PROUD.

[ COMMUNICATOR BEEPS ] GO ON, BUDDY. MAKE ME PROUD. [ CLANKING ]

GO ON, BUDDY. MAKE ME PROUD. [ CLANKING ] [ MACHINE BEEPS ]

[ CLANKING ] [ MACHINE BEEPS ] >> SELF-DESTRUCT SEQUENCE ARM.

[ MACHINE BEEPS ] >> SELF-DESTRUCT SEQUENCE ARM. [ TIMER BEEPS ]

>> SELF-DESTRUCT SEQUENCE ARM. [ TIMER BEEPS ] PRESS BUTTON TO PROCEED.

[ TIMER BEEPS ] PRESS BUTTON TO PROCEED. >> Both: OHHH!

PRESS BUTTON TO PROCEED. >> Both: OHHH! >> Max: Ben!

>> Both: OHHH! >> Max: Ben! >> Rook: Please -- do not press

>> Max: Ben! >> Rook: Please -- do not press anything!

>> Rook: Please -- do not press anything! >> AWESOME.

anything! >> AWESOME. [ ALARM BLARING ]

>> AWESOME. [ ALARM BLARING ] >> SELF-DESTRUCT SEQUENCE

[ ALARM BLARING ] >> SELF-DESTRUCT SEQUENCE ACTIVATED.

>> SELF-DESTRUCT SEQUENCE ACTIVATED. OVERLOAD IMMINENT.

ACTIVATED. OVERLOAD IMMINENT. >> Ben: WHAT -- NO COUNTDOWN?!

[ BLARING CONTINUES ] >> Albedo: WHAT'S GOING ON? AAH!

>> Albedo: WHAT'S GOING ON? AAH! >> [ GROWLS ]

AAH! >> [ GROWLS ] [ DOOR BUZZES ]

>> Ben: IT WASN'T ME! IT WAS AZMUTH! >> Rook: WHILE YOU WERE

IT WAS AZMUTH! >> Rook: WHILE YOU WERE SUPERVISING HIM.

>> Ben: [ GRUNTS ]

ALMOST HOME, BUDDY. WE'LL GET YOUR SMARTS BACK. I GUESS WE HAVE TO.

WE'LL GET YOUR SMARTS BACK. I GUESS WE HAVE TO. >> [ BELCHES ]

I GUESS WE HAVE TO. >> [ BELCHES ] EXCUSE YOU!

>> [ BELCHES ] EXCUSE YOU! >> Ben: [ LAUGHS ]

EXCUSE YOU! >> Ben: [ LAUGHS ] GOOD ONE.

>> Ben: [ LAUGHS ] GOOD ONE. >> [ Clears throat ]

GOOD ONE. >> [ Clears throat ] Since my mind has been offline

>> [ Clears throat ] Since my mind has been offline for some time, I assume that

Since my mind has been offline for some time, I assume that Ben Tennyson has rescued me and

for some time, I assume that Ben Tennyson has rescued me and is trying to build a cerebral

Ben Tennyson has rescued me and is trying to build a cerebral vortex to restore me.

is trying to build a cerebral vortex to restore me. >> Ben: WOW. GOOD GUESS.

vortex to restore me. >> Ben: WOW. GOOD GUESS. >> Let me walk you through the

>> Ben: WOW. GOOD GUESS. >> Let me walk you through the procedure.

>> Let me walk you through the procedure. You'll need four A.U.s of

procedure. You'll need four A.U.s of superfine nucleitized carbon

You'll need four A.U.s of superfine nucleitized carbon filament, 15 scolometric

superfine nucleitized carbon filament, 15 scolometric ligatures, a pair of scissors --

filament, 15 scolometric ligatures, a pair of scissors -- Write this down! It's critical!

ligatures, a pair of scissors -- Write this down! It's critical! >> Rook: DO YOU NEED A PEN?

Write this down! It's critical! >> Rook: DO YOU NEED A PEN? >> Ben: NAH.

>> Rook: DO YOU NEED A PEN? >> Ben: NAH. IT'S JUST AZMUTH'S USUAL

>> Ben: NAH. IT'S JUST AZMUTH'S USUAL "BLAH BLAH BLAH."

IT'S JUST AZMUTH'S USUAL "BLAH BLAH BLAH." BUT THGUY -- I COULD SIT DOWN

"BLAH BLAH BLAH." BUT THGUY -- I COULD SIT DOWN AND HAVE A SMOOTHIE WITH HIM.

BUT THGUY -- I COULD SIT DOWN AND HAVE A SMOOTHIE WITH HIM. >> Max: BEN, THE BRAIN IS GOING

AND HAVE A SMOOTHIE WITH HIM. >> Max: BEN, THE BRAIN IS GOING BACK.

>> Max: BEN, THE BRAIN IS GOING BACK. [ RUMBLING ]

BACK. [ RUMBLING ] >> [ GROANS ]

[ RUMBLING ] >> [ GROANS ] >> Rook: KHYBER!

>> [ GROANS ] >> Rook: KHYBER! >> Ben: THIS CALLS FOR SOME

>> Rook: KHYBER! >> Ben: THIS CALLS FOR SOME ASTRODACTYL.

>> Ben: THIS CALLS FOR SOME ASTRODACTYL. [ BEEP ]

ASTRODACTYL. [ BEEP ] >> Cannonbolt: WHY DO I EVEN

[ BEEP ] >> Cannonbolt: WHY DO I EVEN BOTHER CALLING THEM OUT ANYMORE?

[ GRUNTS ] >> Albedo: FOCUSING THE TRACTOR BEAM.

>> Cannonbolt: [ GRUNTING ]

[ ENGINE SPUTTERS ] [ OMNITRIX POWERS DOWN ] >> Ben: [ PANTING ]

[ OMNITRIX POWERS DOWN ] >> Ben: [ PANTING ] DUDE!

>> Ben: [ PANTING ] DUDE! >> Rook: "DUDE," INDEED.

DUDE! >> Rook: "DUDE," INDEED. BUT I BURNED OUT OUR ENGINE.

>> Rook: "DUDE," INDEED. BUT I BURNED OUT OUR ENGINE. WE ARE DEAD IN THE WATER.

>> Max: ALL-BASE PLUMBER ALERT. OUR SHIP IS DISABLED AND UNDER FIRE.

OUR SHIP IS DISABLED AND UNDER FIRE. MAYDAY! MAYDAY!

FIRE. MAYDAY! MAYDAY! >> Ben: TICKTOCK, ROOK!

MAYDAY! MAYDAY! >> Ben: TICKTOCK, ROOK! >> Rook: WHAT IS THAT SUPPOSED

>> Ben: TICKTOCK, ROOK! >> Rook: WHAT IS THAT SUPPOSED TO MEAN?

>> Rook: WHAT IS THAT SUPPOSED TO MEAN? >> Ben: YOU KNOW -- THE SOUND A

TO MEAN? >> Ben: YOU KNOW -- THE SOUND A CLOCK MAKES.

>> Ben: YOU KNOW -- THE SOUND A CLOCK MAKES. >> Rook: WHAT CLOCK?

CLOCK MAKES. >> Rook: WHAT CLOCK? >> Ben: ANY CLOCK!

>> Rook: WHAT CLOCK? >> Ben: ANY CLOCK! YOU KNOW -- TICKTOCK?

>> Ben: ANY CLOCK! YOU KNOW -- TICKTOCK? >> Rook: I HAVE NEVER HEARD A

YOU KNOW -- TICKTOCK? >> Rook: I HAVE NEVER HEARD A CLOCK MAKE THAT NOISE.

MISS TENNYSON! KEVIN! >> Kevin: WE JUST HAPPENED TO BE IN THE NEIGHBORHOOD.

>> Kevin: WE JUST HAPPENED TO BE IN THE NEIGHBORHOOD. >> Gwen: ASTRONOMY PAPER.

IN THE NEIGHBORHOOD. >> Gwen: ASTRONOMY PAPER. IT'S HARD TO BOOK TIME ON THE

>> Gwen: ASTRONOMY PAPER. IT'S HARD TO BOOK TIME ON THE SCHOOL'S TELESCOPE.

>> Albedo: RETREAT! >> Khyber: NO! OUR QUARRY WILL BURN!

>> Khyber: NO! OUR QUARRY WILL BURN! >> Albedo: LET THEM.

OUR QUARRY WILL BURN! >> Albedo: LET THEM. WE WILL RETRIEVE THE BRAINSPHERE

>> Albedo: LET THEM. WE WILL RETRIEVE THE BRAINSPHERE FROM THE WRECKAGE.

>> Max: WE'RE STILL COMING IN TOO HOT! >> Gwen: [ GRUNTS ]

>> Gravattack: [ GRUNTS ]

[ BOTH COUGH ]

>> DADDY? >> Albedo: THIS IS BECOMING TEDIOUS.

>> Albedo: THIS IS BECOMING TEDIOUS. >> Gravattack: HEY, YOU'RE

TEDIOUS. >> Gravattack: HEY, YOU'RE WELCOME TO STOP HASSLING US

>> Gravattack: HEY, YOU'RE WELCOME TO STOP HASSLING US ANYTIME.

WELCOME TO STOP HASSLING US ANYTIME. >> Albedo: THE BRAINSPHERE,

ANYTIME. >> Albedo: THE BRAINSPHERE, TENNYSON.

>> Albedo: THE BRAINSPHERE, TENNYSON. >> Gravattack: OH.

TENNYSON. >> Gravattack: OH. YOU MEAN THIS LITTLE THING?

>> Gravattack: OH. YOU MEAN THIS LITTLE THING? >> Albedo: [ GROWLS ]

YOU MEAN THIS LITTLE THING? >> Albedo: [ GROWLS ] [ WARBLING ]

[ GRUNTS ] >> Gravattack: HA!

>> Albedo: UH...UH...UH-OH! WHOA-OH-OH-OH-OH!

WHOA-UH-OH-OH-OH-OH-OHHHHHH!

>> Gravattack: OW! OW! HEY, COME ON! NO FAIR CHANGING YOUR MASS!

OW! HEY, COME ON! NO FAIR CHANGING YOUR MASS! [ OMNITRIX POWERS DOWN ]

NO FAIR CHANGING YOUR MASS! [ OMNITRIX POWERS DOWN ] >> Ben: [ GRUNTS ]

>> Gravattack: LET'S SEE HOW YOU LIKE IT. >> Ben: UH -- AAH!

LIKE IT. >> Ben: UH -- AAH! [ GRUNTING ]

>> Ben: UH -- AAH! [ GRUNTING ] >> Max: [ PANTING ]

[ GRUNTING ] >> Max: [ PANTING ] >> MOMMY?

>> Max: [ PANTING ] >> MOMMY? >> Gwen: HEY!

>> MOMMY? >> Gwen: HEY! [ GRUNTING ]

>> [ PURRS ] [ GROWLS ] >> Khyber: WHY, HELLO, YOU

[ GROWLS ] >> Khyber: WHY, HELLO, YOU TRAITOROUS OLD MUTT.

>> Khyber: WHY, HELLO, YOU TRAITOROUS OLD MUTT. >> Kevin: YOU DON'T FEED YOUR

TRAITOROUS OLD MUTT. >> Kevin: YOU DON'T FEED YOUR PETS MUCH, HUH?

>> Kevin: YOU DON'T FEED YOUR PETS MUCH, HUH? [ GRUNTS ]

PETS MUCH, HUH? [ GRUNTS ] >> Khyber: IF YOU FEED HIM,

[ GRUNTS ] >> Khyber: IF YOU FEED HIM, YOU'LL DULL HIS HUNTING

>> Khyber: IF YOU FEED HIM, YOU'LL DULL HIS HUNTING INSTINCT.

YOU'LL DULL HIS HUNTING INSTINCT. >> Kevin: ZED'S A GIRL, YOU

INSTINCT. >> Kevin: ZED'S A GIRL, YOU JERK.

>> [ BARKING ]

>> Khyber: [ WHISTLES ] >> [ ROARS ]

>> Ben: AAH! AAH! >> Gravattack: GIVE ME AZMUTH'S BRAIN!

>> Gravattack: GIVE ME AZMUTH'S BRAIN! >> Ben: AAH!

BRAIN! >> Ben: AAH! [ CLUNK ]

>> Ben: AAH! [ CLUNK ] >> Gravattack: FINALLY!

[ CLUNK ] >> Gravattack: FINALLY! >> Ben: [ GROANS ]

>> [ GROWLS ]

>> [ BARKING ] >> Khyber: COWARD. >> Kevin: GOOD GIRL!

>> Gwen: HUH? UGH! IS THERE ANYTHING HE CAN PLAY

UGH! IS THERE ANYTHING HE CAN PLAY WITH BESIDES MY GLASSES?

>> Khyber: I AM NO MAN'S QUARRY! I WILL NOT BE CAGED LIKE AN ANIMAL!

I WILL NOT BE CAGED LIKE AN ANIMAL! >> Gwen: YOU THINK THIS IS BAD?

ANIMAL! >> Gwen: YOU THINK THIS IS BAD? YOU'RE GONNA HATE THE NULL VOID.

>> Gwen: YOU THINK THIS IS BAD? YOU'RE GONNA HATE THE NULL VOID. >> Ben: WHERE'S ALBEDO TAKING

YOU'RE GONNA HATE THE NULL VOID. >> Ben: WHERE'S ALBEDO TAKING AZMUTH?

>> Ben: WHERE'S ALBEDO TAKING AZMUTH? >> Khyber: [ WHISTLES ]

AZMUTH? >> Khyber: [ WHISTLES ] >> [ GROWLS ]

[ BEEP ] [ GROWLING ] >> Upchuck: [ BELCHES ]

TOP OF THE FOOD CHAIN, BABY! UPCHUCK DOESN'T HAVE A NATURAL PREDATOR.

UPCHUCK DOESN'T HAVE A NATURAL PREDATOR. [ STOMACH GURGLES ]

PREDATOR. [ STOMACH GURGLES ] [ GROANING ]

[ STOMACH GURGLES ] [ GROANING ] WHAT'S HAPPENING?

[ GROANING ] WHAT'S HAPPENING? OH, NO!

WHAT'S HAPPENING? OH, NO! >> Khyber: I TOLD YOU THERE IS

OH, NO! >> Khyber: I TOLD YOU THERE IS MORE TO THIS NEMETRIX THAN YOU

>> Khyber: I TOLD YOU THERE IS MORE TO THIS NEMETRIX THAN YOU KNOW -- ONE OF THE ADVANTAGES OF

MORE TO THIS NEMETRIX THAN YOU KNOW -- ONE OF THE ADVANTAGES OF MY ALLIANCE WITH ALBEDO.

>> [ GROWLS ] >> Khyber: IT IS NO LONGER LIMITED TO NATURAL PREDATORS.

>> Khyber: IT IS NO LONGER LIMITED TO NATURAL PREDATORS. SEE HOW YOU DO AGAINST AN

LIMITED TO NATURAL PREDATORS. SEE HOW YOU DO AGAINST AN ULTIMATE PANUNCIAN.

SEE HOW YOU DO AGAINST AN ULTIMATE PANUNCIAN. >> Upchuck: HE LOOK HUNGRY.

ULTIMATE PANUNCIAN. >> Upchuck: HE LOOK HUNGRY. [ OMNITRIX POWERS DOWN ]

>> Upchuck: HE LOOK HUNGRY. [ OMNITRIX POWERS DOWN ] >> [ GROWLS ]

[ OMNITRIX POWERS DOWN ] >> [ GROWLS ] [ ROARS ]

>> [ GROWLS ] [ ROARS ] >> Gwen: [ GRUNTS ]

[ GROANS ] [ BEEP ] >> Kevin: BEN?

[ BEEP ] >> Kevin: BEN? >> BLAH BLAH-BLAH.

>> Kevin: BEN? >> BLAH BLAH-BLAH. BLAH, BLAH, BLAH, BLAH, BLAH,

>> BLAH BLAH-BLAH. BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH.

BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH. [ GRUNTS ]

BLAH, BLAH, BLAH, BLAH. [ GRUNTS ] [ BEEP ]

>> Pesky Dust: [ GROANS ] AH, MAN! LAME ALIEN! >> Khyber: NO. NOT A NEMUINA.

AH, MAN! LAME ALIEN! >> Khyber: NO. NOT A NEMUINA. STAY BACK!

>> Khyber: NO. NOT A NEMUINA. STAY BACK! >> Pesky Dust: I MEAN...

STAY BACK! >> Pesky Dust: I MEAN... [ TRILLS ]

>> Pesky Dust: I MEAN... [ TRILLS ] ...YOU'RE IN TROUBLE NOW.

[ TRILLS ] ...YOU'RE IN TROUBLE NOW. TELL ME WHERE ALBEDO WENT, OR

...YOU'RE IN TROUBLE NOW. TELL ME WHERE ALBEDO WENT, OR THIS GUY WILL...

TELL ME WHERE ALBEDO WENT, OR THIS GUY WILL... [ TRILLS ]

THIS GUY WILL... [ TRILLS ] ...DO WHAT THIS GUY DOES.

[ TRILLS ] ...DO WHAT THIS GUY DOES. [ TRILLING ]

...DO WHAT THIS GUY DOES. [ TRILLING ] >> Khyber: [ GASPING ]

[ TRILLING ] >> Khyber: [ GASPING ] [ SNORES ]

>> Max: I'M PROUD OF YOU KIDS. YOU ALL DID YOUR PART -- BEN, GWEN, KHYBER.

YOU ALL DID YOUR PART -- BEN, GWEN, KHYBER. >> Gwen: YEAH.

BEN, GWEN, KHYBER. >> Gwen: YEAH. WE NEVER COULD'VE CAUGHT VILGAX

>> Gwen: YEAH. WE NEVER COULD'VE CAUGHT VILGAX WITHOUT YOU.

WE NEVER COULD'VE CAUGHT VILGAX WITHOUT YOU. >> Ben: YOU'RE THE BEST BFF

WITHOUT YOU. >> Ben: YOU'RE THE BEST BFF EVER.

>> Ben: YOU'RE THE BEST BFF EVER. >> Khyber: OH.

EVER. >> Khyber: OH. DO I GET A TROPHY?

>> Khyber: OH. DO I GET A TROPHY? >> Pesky Dust: OOH!

DO I GET A TROPHY? >> Pesky Dust: OOH! LOOKS LIKE I'M RUNNING KHYBER'S

>> Pesky Dust: OOH! LOOKS LIKE I'M RUNNING KHYBER'S DREAM.

LOOKS LIKE I'M RUNNING KHYBER'S DREAM. NI-I-I-I-I-I-CE!

DREAM. NI-I-I-I-I-I-CE! [ TRILLS ]

NI-I-I-I-I-I-CE! [ TRILLS ] >> Max: HERE YOU GO, CHAMP.

[ TRILLS ] >> Max: HERE YOU GO, CHAMP. AND THERE'S MORE WHERE THAT CAME

>> Max: HERE YOU GO, CHAMP. AND THERE'S MORE WHERE THAT CAME FROM.

AND THERE'S MORE WHERE THAT CAME FROM. ALL YOU HAVE TO DO IS TELL US

FROM. ALL YOU HAVE TO DO IS TELL US WHERE ALBEDO IS TAKING AZMUTH'S

ALL YOU HAVE TO DO IS TELL US WHERE ALBEDO IS TAKING AZMUTH'S BRAIN.

WHERE ALBEDO IS TAKING AZMUTH'S BRAIN. >> Ben: YEAH. YOU CAN TELL US.

BRAIN. >> Ben: YEAH. YOU CAN TELL US. >> Gwen: WE'RE ALL ON THE SAME

>> Ben: YEAH. YOU CAN TELL US. >> Gwen: WE'RE ALL ON THE SAME TEAM.

>> Gwen: WE'RE ALL ON THE SAME TEAM. >> Khyber: THINK LIKE A GALVAN,

TEAM. >> Khyber: THINK LIKE A GALVAN, GUYS.

>> Khyber: THINK LIKE A GALVAN, GUYS. IF YOU'RE GONNA BUILD A

GUYS. IF YOU'RE GONNA BUILD A CEREBRAL, UH, WHATCHIMAHOOZIE,

IF YOU'RE GONNA BUILD A CEREBRAL, UH, WHATCHIMAHOOZIE, YOU NEED A FULLY STOCKED

CEREBRAL, UH, WHATCHIMAHOOZIE, YOU NEED A FULLY STOCKED LABORATORY.

YOU NEED A FULLY STOCKED LABORATORY. DUH!

[ GASPING ] [ OMNITRIX POWERS DOWN ] >> Ben: HE'S IN A LAB SOMEWHERE.

[ OMNITRIX POWERS DOWN ] >> Ben: HE'S IN A LAB SOMEWHERE. DUH!

>> Ben: HE'S IN A LAB SOMEWHERE. DUH! >> Gwen: [ GRUNTS ]

DUH! >> Gwen: [ GRUNTS ] A LOT OF TEETH COMING!

>> Gwen: [ GRUNTS ] A LOT OF TEETH COMING! >> Rook: RUN!

>> [ ROARS ] >> Rook: [ GRUNTS ] >> [ ROARS ]

>> Rook: [ GRUNTS ] >> [ ROARS ] >> Kevin: [ GRUNTS ]

>> [ ROARS ] >> Kevin: [ GRUNTS ] >> [ ROARING ]

>> Gwen: DO SOMETHING, BEN! [ BEEP ]

>> Kevin: [ GRUNTING ]

>> [ YOWLS ] [ OMNITRIX POWERS DOWN ] >> Max: "ULTIMATE," MY FOOT.

[ OMNITRIX POWERS DOWN ] >> Max: "ULTIMATE," MY FOOT. >> Khyber: [ SCOFFS ]

>> Max: "ULTIMATE," MY FOOT. >> Khyber: [ SCOFFS ] >> Rook: I CAN ONLY THINK OF TWO

>> Khyber: [ SCOFFS ] >> Rook: I CAN ONLY THINK OF TWO LABORATORIES ON EARTH THAT WOULD

>> Rook: I CAN ONLY THINK OF TWO LABORATORIES ON EARTH THAT WOULD HAVE THE MATERIAL TO BUILD A

LABORATORIES ON EARTH THAT WOULD HAVE THE MATERIAL TO BUILD A CEREBRAL VORTEX.

HAVE THE MATERIAL TO BUILD A CEREBRAL VORTEX. >> Max: THE LAB AT PLUMBER HQ.

CEREBRAL VORTEX. >> Max: THE LAB AT PLUMBER HQ. OR...

>> Max: THE LAB AT PLUMBER HQ. OR... >> Ben: BILLIONS TOWER!

>> Albedo: IT DOESN'T TAKE A GENIUS TO TELL YOU THAT YOU'RE TOO LATE.

GENIUS TO TELL YOU THAT YOU'RE TOO LATE. [ LAUGHS EVILLY ]

>> Albedo: [ LAUGHS EVILLY ] WITH MY ULTIMATE, EVOLVED, SUPERLATIVE BRAIN, I SHALL MAKE

WITH MY ULTIMATE, EVOLVED, SUPERLATIVE BRAIN, I SHALL MAKE THE UNIVERSE PERFECT.

SUPERLATIVE BRAIN, I SHALL MAKE THE UNIVERSE PERFECT. DO YOU STILL THINK I'M A

THE UNIVERSE PERFECT. DO YOU STILL THINK I'M A FREAK SHOW?

DO YOU STILL THINK I'M A FREAK SHOW? >> Ben: WITH THAT REALLY HUGE

FREAK SHOW? >> Ben: WITH THAT REALLY HUGE HEAD GETTING EVEN BIGGER?

>> Ben: WITH THAT REALLY HUGE HEAD GETTING EVEN BIGGER? N-O-O-O-O-O-O.

>> Gwen: [ GRUNTS ] UNGH! >> Albedo: AND THEY CALL YOU THE

UNGH! >> Albedo: AND THEY CALL YOU THE SMART ONE.

>> Albedo: AND THEY CALL YOU THE SMART ONE. >> Kevin: SHE IS THE SMART ONE,

SMART ONE. >> Kevin: SHE IS THE SMART ONE, MELON HEAD.

>> Kevin: SHE IS THE SMART ONE, MELON HEAD. AAH!

MELON HEAD. AAH! >> Albedo: CALL ME

AAH! >> Albedo: CALL ME PRIME THINKER, YOU TROGLODYTE!

>> Gwen: AAH! >> Kevin: CAN'T MOVE! [ ALL GRUNTING ]

>> Kevin: CAN'T MOVE! [ ALL GRUNTING ] >> Albedo: AZMUTH'S ADDED

[ ALL GRUNTING ] >> Albedo: AZMUTH'S ADDED BRAINPOWER GIVES ME MUCH FINER

>> Albedo: AZMUTH'S ADDED BRAINPOWER GIVES ME MUCH FINER CONTROL OVER MY ABILITIES.

BRAINPOWER GIVES ME MUCH FINER CONTROL OVER MY ABILITIES. AND I CAN FEEL MYSELF GETTING

CONTROL OVER MY ABILITIES. AND I CAN FEEL MYSELF GETTING EVEN SMARTER.

AND I CAN FEEL MYSELF GETTING EVEN SMARTER. [ LAUGHS EVILLY ]

EVEN SMARTER. [ LAUGHS EVILLY ] >> Ben: SMART ENOUGH TO ACT LIKE

[ LAUGHS EVILLY ] >> Ben: SMART ENOUGH TO ACT LIKE A GROWN-UP?

>> Ben: SMART ENOUGH TO ACT LIKE A GROWN-UP? >> Albedo: SMART ENOUGH TO --

A GROWN-UP? >> Albedo: SMART ENOUGH TO -- [ ENERGY CRACKLES ]

>> Albedo: SMART ENOUGH TO -- [ ENERGY CRACKLES ] NO!

[ ENERGY CRACKLES ] NO! NOW I SEE THE UNIVERSE FOR WHAT

NO! NOW I SEE THE UNIVERSE FOR WHAT IT IS.

NOW I SEE THE UNIVERSE FOR WHAT IT IS. WE ARE ALL DUST, BOUND BY ONE

IT IS. WE ARE ALL DUST, BOUND BY ONE ENORMOUS UNIVERSAL FORCE.

WE ARE ALL DUST, BOUND BY ONE ENORMOUS UNIVERSAL FORCE. NO. NOT UNIVERSAL.

ENORMOUS UNIVERSAL FORCE. NO. NOT UNIVERSAL. NOT EVEN MULTIVERSAL.

NO. NOT UNIVERSAL. NOT EVEN MULTIVERSAL. THIS OMNIVERSAL FORCE CONTINUES

NOT EVEN MULTIVERSAL. THIS OMNIVERSAL FORCE CONTINUES FOREVER, IN EVERY DIRECTION

THIS OMNIVERSAL FORCE CONTINUES FOREVER, IN EVERY DIRECTION THROUGH EVERY REALITY.

FOREVER, IN EVERY DIRECTION THROUGH EVERY REALITY. MY LUST FOR POWER, MY JEALOUSY

THROUGH EVERY REALITY. MY LUST FOR POWER, MY JEALOUSY OF AZMUTH -- IT ISN'T JUST EVIL.

MY LUST FOR POWER, MY JEALOUSY OF AZMUTH -- IT ISN'T JUST EVIL. ULTIMATELY, IT'S POINTLESS.

OF AZMUTH -- IT ISN'T JUST EVIL. ULTIMATELY, IT'S POINTLESS. I COULD NEVER TRULY DESTROY YOU.

ULTIMATELY, IT'S POINTLESS. I COULD NEVER TRULY DESTROY YOU. YOU WOULD ONLY HAVE NOT BEEN NOT

I COULD NEVER TRULY DESTROY YOU. YOU WOULD ONLY HAVE NOT BEEN NOT UNEXISTENT IN WHAT COULD HAVE

YOU WOULD ONLY HAVE NOT BEEN NOT UNEXISTENT IN WHAT COULD HAVE NOT NOW BEEN THE PAST, PRESENT,

UNEXISTENT IN WHAT COULD HAVE NOT NOW BEEN THE PAST, PRESENT, AND PARTIAL FUTURE.

NOT NOW BEEN THE PAST, PRESENT, AND PARTIAL FUTURE. TO TEAR DOWN AND TO DESTROY IS

AND PARTIAL FUTURE. TO TEAR DOWN AND TO DESTROY IS OF NO CONSEQUENCE OR QUALITY.

TO TEAR DOWN AND TO DESTROY IS OF NO CONSEQUENCE OR QUALITY. TO CREATE IS DIVINE.

OF NO CONSEQUENCE OR QUALITY. TO CREATE IS DIVINE. >> EE!

TO CREATE IS DIVINE. >> EE! [ BEEP ]

>> EE! [ BEEP ] MAMBO!

[ BEEP ] MAMBO! ♪ DIGGITY-DIGGITY

MAMBO! ♪ DIGGITY-DIGGITY ♪ DIGGITY-DIGGITY

♪ DIGGITY-DIGGITY ♪ DIGGITY-DIGGITY OOPSIES!

♪ DIGGITY-DIGGITY OOPSIES! >> Albedo: TO THINK THIS IS HOW

OOPSIES! >> Albedo: TO THINK THIS IS HOW AZMUTH ALWAYS SEES THINGS...

>> Albedo: TO THINK THIS IS HOW AZMUTH ALWAYS SEES THINGS... THERE'S SO MUCH TO BE DONE.

AZMUTH ALWAYS SEES THINGS... THERE'S SO MUCH TO BE DONE. IF ONLY I HAD THE TIME.

THERE'S SO MUCH TO BE DONE. IF ONLY I HAD THE TIME. >> Bloxx: TOO BAD YOU COULDN'T

IF ONLY I HAD THE TIME. >> Bloxx: TOO BAD YOU COULDN'T HAVE YOUR LITTLE INSIGHT WITHOUT

>> Bloxx: TOO BAD YOU COULDN'T HAVE YOUR LITTLE INSIGHT WITHOUT STEALING A BRAIN.

HAVE YOUR LITTLE INSIGHT WITHOUT STEALING A BRAIN. 'CAUSE YOU SURE CAN'T KEEP IT.

THIS ONE? [ ALL AGREEING ]

>> Albedo: NO! MY UNDERSTANDING IS SLIPPING AWAY!

MY UNDERSTANDING IS SLIPPING AWAY! [ GRUNTS ]

AWAY! [ GRUNTS ] YOU TRICKED ME.

[ GRUNTS ] YOU TRICKED ME. YOU -- YOU ALLOWED ME TO GLIMPSE

YOU TRICKED ME. YOU -- YOU ALLOWED ME TO GLIMPSE MY OWN FOLLY.

YOU -- YOU ALLOWED ME TO GLIMPSE MY OWN FOLLY. [ ALL SCREAM ]

MY OWN FOLLY. [ ALL SCREAM ] >> YEE-HAW!

>> Humungousaur: BUT NOW, WITHOUT THE SHACKLES OF ENLIGHTENMENT, YOU WILL KNOW THE

WITHOUT THE SHACKLES OF ENLIGHTENMENT, YOU WILL KNOW THE VENGEANCE OF ALBEDO!

ENLIGHTENMENT, YOU WILL KNOW THE VENGEANCE OF ALBEDO! >> [ GRUNTS ]

>> Humungousaur: [ GRUNTS ] >> Bloxx: UNH! >> Humungousaur: [ ROARS ]

RIDDING MYSELF OF YOU WILL BE NOTHING MORE THAN SWATTING AT A BUG!

NOTHING MORE THAN SWATTING AT A BUG! [ GRUNTS ]

BUG! [ GRUNTS ] >> [ LAUGHS ]

[ GRUNTS ] >> [ LAUGHS ] [ OMNITRIX POWERS DOWN ]

>> [ LAUGHS ] [ OMNITRIX POWERS DOWN ] >> Humungousaur: AND YOUR WORLD

[ OMNITRIX POWERS DOWN ] >> Humungousaur: AND YOUR WORLD IS CRAWLING WITH EVEN WEAKER

>> Humungousaur: AND YOUR WORLD IS CRAWLING WITH EVEN WEAKER BUGS.

IS CRAWLING WITH EVEN WEAKER BUGS. I'LL MAKE AN EXAMPLE OF THEM.

BUGS. I'LL MAKE AN EXAMPLE OF THEM. [ BEEP ]

I'LL MAKE AN EXAMPLE OF THEM. [ BEEP ] >> Ben: HERE.

[ BEEP ] >> Ben: HERE. YOU'RE HAVING BETTER LUCK WITH

>> Ben: HERE. YOU'RE HAVING BETTER LUCK WITH IT THAN ME.

>> I AM NO BUG. I AM...UH... >> UH...ATOMIX!

I AM...UH... >> UH...ATOMIX! >> Atomix: YES! ATOMIX!

>> Humungousaur: [ GROWLS ]

>> Atomix: YAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HA!

HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HA! >> Humungousaur: UNH!

>> PBHT! OOH! >> Atomix: GRANDFATHER, KEEP HIM

OOH! >> Atomix: GRANDFATHER, KEEP HIM SAFE.

>> Atomix: GRANDFATHER, KEEP HIM SAFE. >> Max: [ LAUGHS ]

SAFE. >> Max: [ LAUGHS ] AZMUTH --

>> Max: [ LAUGHS ] AZMUTH -- [ LAUGHS ]

AZMUTH -- [ LAUGHS ] QUI-- HEY! QUIT THAT.

[ LAUGHS ] QUI-- HEY! QUIT THAT. >> Spidermonkey: [ GRUNTING,

QUI-- HEY! QUIT THAT. >> Spidermonkey: [ GRUNTING, SCREECHING ]

[ WHIRRING ] >> Atomix: [ GRUNTS ] AH, FISSILE WHISTLE!

>> Atomix: [ GRUNTS ] AH, FISSILE WHISTLE! >> Spidermonkey: [ GRUNTS ]

AH, FISSILE WHISTLE! >> Spidermonkey: [ GRUNTS ] UNH!

>> Spidermonkey: [ GRUNTS ] UNH! >> Atomix: MM, COUSIN, SHIELD

UNH! >> Atomix: MM, COUSIN, SHIELD THE OTHERS!

[ ALL SCREAM ]

HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA! NUCLEAR WINNER!

>> Spidermonkey: [ GROANS ]

[ OMNITRIX POWERS DOWN ]

>> Gwen: JUST SO YOU KNOW, WE ALMOST PASSED OUT FROM THE ALTITUDE.

ALMOST PASSED OUT FROM THE ALTITUDE. >> Ben: SORRY. NEW ALIEN.

ALTITUDE. >> Ben: SORRY. NEW ALIEN. >> Kevin: BUT AWESOME ALIEN!

>> Max: [ GRUNTS ] >> Rook: LET US GET AZMUTH'S BRAIN BACK BEFORE ALBEDO WAKES

>> Rook: LET US GET AZMUTH'S BRAIN BACK BEFORE ALBEDO WAKES UP.

>> Ben: AZMUTH? BUDDY? PULL MY FINGER? >> DON'T BE INFANTILE.

PULL MY FINGER? >> DON'T BE INFANTILE. >> Ben: YOU KNOW, YOU'D STILL BE

>> DON'T BE INFANTILE. >> Ben: YOU KNOW, YOU'D STILL BE THE SMARTEST GUY IN 17 GALAXIES

>> Ben: YOU KNOW, YOU'D STILL BE THE SMARTEST GUY IN 17 GALAXIES IF YOU LIGHTENED UP.

THE SMARTEST GUY IN 17 GALAXIES IF YOU LIGHTENED UP. >> FIVGALAXIES.

IF YOU LIGHTENED UP. >> FIVGALAXIES. WHY IS THAT DIFFICULT TO

>> FIVGALAXIES. WHY IS THAT DIFFICULT TO REMEMBER?

WHY IS THAT DIFFICULT TO REMEMBER? >> Ben: WHATEVER.

REMEMBER? >> Ben: WHATEVER. BUT AS LONG AS YOUR BRAIN IS

>> Ben: WHATEVER. BUT AS LONG AS YOUR BRAIN IS BACK, I HAVE A QUESTION.

BUT AS LONG AS YOUR BRAIN IS BACK, I HAVE A QUESTION. WITH THE OLD OMNITRIX CONTROLS,

BACK, I HAVE A QUESTION. WITH THE OLD OMNITRIX CONTROLS, I GOT WHATEVER ALIEN I WANTED

WITH THE OLD OMNITRIX CONTROLS, I GOT WHATEVER ALIEN I WANTED PRACTICALLY EVERY TIME.

I GOT WHATEVER ALIEN I WANTED PRACTICALLY EVERY TIME. IF YOU'RE SUCH A GENIUS, HOW

PRACTICALLY EVERY TIME. IF YOU'RE SUCH A GENIUS, HOW COME --

IF YOU'RE SUCH A GENIUS, HOW COME -- >> I AM A GENIUS.

COME -- >> I AM A GENIUS. BUT I EXPECTED MORE DEXTERITY

>> I AM A GENIUS. BUT I EXPECTED MORE DEXTERITY OUT OF THOSE FAT FINGERS OF

BUT I EXPECTED MORE DEXTERITY OUT OF THOSE FAT FINGERS OF YOURS.

OUT OF THOSE FAT FINGERS OF YOURS. >> Ben: THEY LOOK OKAY TO ME.

YOURS. >> Ben: THEY LOOK OKAY TO ME. >> THEN STOP BANGING SO HARD ON

>> Ben: THEY LOOK OKAY TO ME. >> THEN STOP BANGING SO HARD ON MY OMNITRIX.

>> THEN STOP BANGING SO HARD ON MY OMNITRIX. THE IMPACT SETS THE TIME-OUT

MY OMNITRIX. THE IMPACT SETS THE TIME-OUT FUNCTION TO A RANDOM --

THE IMPACT SETS THE TIME-OUT FUNCTION TO A RANDOM -- HELLO.

FUNCTION TO A RANDOM -- HELLO. [ DEVICE BEEPS ]

HELLO. [ DEVICE BEEPS ] CLEVER DEVICE.

[ DEVICE BEEPS ] CLEVER DEVICE. LOOKS LIKE IT COULD RUN FOREVER.

CLEVER DEVICE. LOOKS LIKE IT COULD RUN FOREVER. [ DEVICE BEEPS ]

LOOKS LIKE IT COULD RUN FOREVER. [ DEVICE BEEPS ] WELL, CALL IF YOU THINK --

[ DEVICE BEEPS ] WELL, CALL IF YOU THINK -- UH, MAX, CALL IF YOU THINK IT'S

WELL, CALL IF YOU THINK -- UH, MAX, CALL IF YOU THINK IT'S IMPORTANT.

>> Ben: HE'S BACK. >> Albedo: [ GROANS ]

>> Rook: AND I WILL BE SEEKING RESTITUTION. I JUST HAD MY Proto-TRUK

RESTITUTION. I JUST HAD MY Proto-TRUK OVERHAULED.

I JUST HAD MY Proto-TRUK OVERHAULED. >> REPORTS FROM THE DOCKS JUST

OVERHAULED. >> REPORTS FROM THE DOCKS JUST IN.

>> REPORTS FROM THE DOCKS JUST IN. I'M SORRY, SIR -- NO SIGN OF

IN. I'M SORRY, SIR -- NO SIGN OF KHYBER OR HIS PET.

I'M SORRY, SIR -- NO SIGN OF KHYBER OR HIS PET. >> Ben: SO WE'RE SHORT A BAD

KHYBER OR HIS PET. >> Ben: SO WE'RE SHORT A BAD GUY.

>> Ben: SO WE'RE SHORT A BAD GUY. >> Max: NEXT TIME.

GUY. >> Max: NEXT TIME. >> Albedo: MY STABILIZER!

SOMETHING'S NOT -- NO! [ DEVICE BEEPING ]

[ DEVICE WHIRS ] NO! NOT THIS AGAIN! >> Gwen: YOU DON'T THINK THIS IS

NO! NOT THIS AGAIN! >> Gwen: YOU DON'T THINK THIS IS AZMUTH'S DOING?

>> Gwen: YOU DON'T THINK THIS IS AZMUTH'S DOING? >> Ben: DEFINITELY.

AZMUTH'S DOING? >> Ben: DEFINITELY. >> Albedo: THE IRRATIONAL

>> Ben: DEFINITELY. >> Albedo: THE IRRATIONAL IMPULSES!

>> Albedo: THE IRRATIONAL IMPULSES! THE HORMONES!

IMPULSES! THE HORMONES! THE DISGUSTING FRIED-FOOD

THE HORMONES! THE DISGUSTING FRIED-FOOD CRAVINGS!

THE DISGUSTING FRIED-FOOD CRAVINGS! WHAT COULD BE WORSE THAN BEING

CRAVINGS! WHAT COULD BE WORSE THAN BEING TRANSFORMED INTO A 16-YEAR-OLD

WHAT COULD BE WORSE THAN BEING TRANSFORMED INTO A 16-YEAR-OLD BEN TENNYSON?!

TRANSFORMED INTO A 16-YEAR-OLD BEN TENNYSON?! [ BEEP ]

[ Higher voice ] AW, MAN! [ CRYING ]

>> ♪ BEN 10

♪ BEN 10

♪ BEN 10

♪ BEN 10