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Ha-- wha-- who -- what was that?
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>> kevin: Relax, hero.
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You fell asleep.
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>> ben: I'm not asleep.
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>> gwen: Well, you should be.
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How many all-nighters did you
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Say you pulled in a row?
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>> ben: Two.
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Okay, three.
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Maybe four.
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Anyway, I'm good for another
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One.
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>> kevin: Well, that makes one
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Of us.
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I'm dropping you off, and I'm
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Going home to my bed.
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>> ben: But there's probably
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Aliens out there -- you know,
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Forever knights, something.
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>> kevin: Why are you so against
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Sleeping?
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>> ben: I'm not.
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Let's go to mr. Smoothy's.
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>> gwen: He's been having
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Nightmares.
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>> ben: Gwen!
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>> kevin: Tell you what -- I'll
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Loan you a night-light.
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That'll keep the boogeyman away.
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>> ben: I'm not afraid of the
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Dark.
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>> kevin: Good. Then get out.
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I still got to take your cousin
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Home before her folks go into
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Full meltdown.
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>> gwen: Get some sleep, ben.
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>> ben: Sure.
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Nothing to be afraid of.
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Transcript: Adriano_CSI
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What was --
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>> jetray: Jet--
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>>
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>> jetray: Well, that didn't
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Work, so how about a more direct
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Approach?
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Where'd he go?
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What...Is that?
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>>
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Where have you taken me?
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>> kevin: Welcome to
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Los soledad, abandoned
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Top-secret research lab and
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Gateway to nowhere.
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>> ben: I'm ben tennyson.
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Didn't get a chance to introduce
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Myself earlier, what with that
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Whole attacking-me thing you
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Did.
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>> oh.
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I know who you are.
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You're the one who helped
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Aggregor recapture my friends --
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Bivalvan, p'andor, andreas,
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Galapagus.
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He has them all now.
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>> ben: Whoa.
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Calm down, sparky.
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>> my name is ra'ad.
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>> ben: Okay, fine.
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Ra'ad, your friends are all
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Safe.
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The plumbers took them back to
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Their home planets.
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>> wrong!
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You led aggregor right to them,
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And the plumbers' sad fate is
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Also on your hands.
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>> ben: Aggregor?
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>> gwen: Galapagus told us about
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Him, remember?
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He's the guy those aliens were
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Hiding from.
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>> kevin: He can absorb things
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Just like me.
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>> and you are wondering,
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Kevin levin, if aggregor is an
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Osmosian also just like you.
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>> kevin: How'd you know what I
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Was thinking?
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>> I am an amperi.
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We are masters of the
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Electromagnetic spectrum.
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Your thoughts are but electric
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Pulses.
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I can read them with ease.
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>> gwen: Kevin, if aggregor is
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Like you...
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>> he is.
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Like all osmosians, aggregor can
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Absorb matter, energy, or the
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Powers of any living creature.
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>> ben: All right, mind-reader.
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What's aggregor's plan?
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>> when he catches me, he will
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Absorb my powers and those of
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The other four prisoners.
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That combination will make him
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The most powerful being in this
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Galaxy.
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>> ben: Then we can't let that
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Happen.
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Work with us, ra'ad.
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Help us stop him.
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>> a most generous offer.
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I accept.
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>> kevin: And you are trusting
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Him why?
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>> ben: Because he knows how
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Aggregor operates and because we
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Don't have a lot of time.
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>> we certainly don't.
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>> all: Aaaah!
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>> I read your minds.
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If it came to it, you'd turn me
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In to save yourselves.
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>> ben:
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You're wrong!
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>> gwen: We wouldn't!
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>> kevin: But I'd really feel
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Bad about it!
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>> I rest my case.
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>> ben:
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>> uncataloged dna detected.
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>> you see?
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Others.
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He used that ultimatrix of yours
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As a homing device!
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But this time I will destroy it
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Before he finds me --
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>> ben:
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>> gwen: Ben?
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Talk to me, ben.
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>> ben:
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Where's ra'ad?
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>> gwen: He's gone.
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>> kevin: And I think he messed
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Up your watch.
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>> ben:
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That's great.
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Things cannot get any worse.
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>> aggregor: Oh, yes, they can.
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>> ben: It's not working.
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>> gwen: Keep trying.
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We'll stall.
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Welcome to los soledad.
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How may we help you?
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>> aggregor: I have come for
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Ra'ad.
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>> kevin: Who?
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>> aggregor: Ra'ad, the
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Runaway -- my prisoner.
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>> gwen: Hmm.
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Do you know anybody named ra'ad?
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>> kevin: No.
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Doesn't ring a bell.
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>> aggregor: Perhaps this will
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Refresh your memory.
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>> ben: Boy, I hope that's not
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One of those alien probes you
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Read about.
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>> aggregor:
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>> gwen: Ben, anytime you want
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To jump in.
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>> ben: It won't...Turn...On!
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>> kevin: Stay put.
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Aah!
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>> aggregor: You're out of your
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Depth, hatchling.
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>> kevin: Look, you don't scare
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Me.
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I'm an osmosian just like you.
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>> aggregor: No, not like me.
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Not even close.
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>> kevin:
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Aah!
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>> gwen: Stay away from him!
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>> ben: It's about time.
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Amperi, amperi -- amperi?
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That's it?
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Okay.
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It'll have to do.
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>> ampfibian: Ampfibian!
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>> aggregor:
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Actually, now that you've become
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An amperi, I can use you to
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Complete my collection.
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>> gwen: I've got a better idea.
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>> aggregor: Enjoy your respite,
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Brief though it will be.
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No one escapes from aggregor.
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>> gwen:
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>> kevin: What was that?
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>> gwen: A teleportation spell.
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>> kevin: How 'bout you don't do
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That one anymore?
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>> gwen: It got us out of there,
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Didn't it?
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>> ampfibian: Yeah.
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Problem is aggregor won't give
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Up.
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He'll come after us.
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>> and when he does, you had
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Better be ready.
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>> kevin: What do you mean,
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"you"?
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>> ampfibian: We.
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We meant "we."
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I meant "we."
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That was weird.
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>> aggregor: Lock on to
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Ben tennyson's ultimatrix.
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>> unable to locate.
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>> aggregor: Nonsense.
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He didn't leave the planet!
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Reroute all processors to the
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Sensors.
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Find ben tennyson.
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>> kevin: What makes you so sure
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Aggregor will come after us
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Again?
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>> ben: Call it a hunch.
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>> kevin: Maybe he'll go back to
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Chasing ra'ad.
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>> ampfibian: We don't even know
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If ra'ad's still alive.
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>> gwen: Teleportation hangover
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Here.
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Hold it down.
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>> ampfibian: Sorry, gwen.
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>> gwen: Don't apologize.
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Bring me another ice pack.
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>> kevin: Let's get the
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Ultimatrix up and running again.
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>> no. Let's not.
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>> ampfibian: Ra'ad, is that
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You?
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>> trapped in your ultimatrix,
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Yes, but it is a blessing.
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As long as the device is
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Offline, aggregor can't track my
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Whereabouts through it.
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>> ampfibian: Better come up
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With a new plan.
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It's hero time!
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>> gwen: Ben, seriously!
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Trying to sleep!
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>> ampfibian: It's ra'ad!
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I hear him in my head!
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>> kevin: Sure.
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>> gwen: He's not kidding.
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I can sense ra'ad's essence
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Inside of him.
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It's like they're sharing the
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Same body.
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>> ampfibian: I call dibs!
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>> joke while you can.
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I'm going to take control of you
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And your ultimatrix.
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>> ampfibian: He's trying to
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Take over the ultimatrix.
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Keep me from using it.
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>> kevin: Let him try.
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I'm about to hack into the
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Ultimatrix and force a reboot.
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>> gwen: 'cause that worked out
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So well last time?
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>> ampfibian: Yeah.
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We busted the omnitrix and
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Turned you into a freak.
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>> kevin: Have you looked in the
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Mirror lately?
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>> gwen: No jokes, kevin.
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It's dangerous.
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00:13:45,396 --> 00:13:46,830
>> kevin: It'll go better this
285
00:13:46,864 --> 00:13:47,731
Time -- promise.
286
00:13:47,765 --> 00:13:48,832
>> ampfibian: Why?
287
00:13:48,866 --> 00:13:50,567
>> kevin: 'cause this time I'll
288
00:13:50,635 --> 00:13:51,836
Use the blue buttons.
289
00:13:51,870 --> 00:13:53,537
>> ampfibian: I can't tell you
290
00:13:53,572 --> 00:13:54,939
How reassured I am by --
291
00:13:54,973 --> 00:13:56,041
Aah!
292
00:13:56,108 --> 00:14:00,178
>> gwen: Ben?
293
00:14:00,212 --> 00:14:01,846
>> don't touch the ultimatrix!
294
00:14:01,914 --> 00:14:03,748
>> kevin: Aah!
295
00:14:03,816 --> 00:14:05,016
>> gwen: Ben, what are you
296
00:14:05,084 --> 00:14:05,917
Doing?
297
00:14:05,984 --> 00:14:10,487
>> I'm...Not...Ben!
298
00:14:10,522 --> 00:14:15,925
>> gwen: Let him go!
299
00:14:15,993 --> 00:14:18,461
>>
300
00:14:27,806 --> 00:14:31,009
>> gwen: Don't make me hurt you.
301
00:14:31,077 --> 00:14:32,744
>> ampfibian: Get out of my
302
00:14:32,779 --> 00:14:33,645
Head!
303
00:14:33,713 --> 00:14:35,814
>> it isn't your head.
304
00:14:35,882 --> 00:14:37,015
It's mine!
305
00:14:37,050 --> 00:14:38,550
>> ampfibian: Okay, good point,
306
00:14:38,618 --> 00:14:40,720
But I'm using it now!
307
00:14:40,787 --> 00:14:42,188
>> gwen: Kevin, reboot the
308
00:14:42,255 --> 00:14:43,722
Ultimatrix, and do it fast!
309
00:14:43,790 --> 00:14:45,357
>> kevin: I'll try, but if it
310
00:14:45,391 --> 00:14:46,191
Doesn't work...
311
00:14:46,226 --> 00:14:47,626
>> gwen: It has to work, kevin.
312
00:14:47,694 --> 00:14:49,161
I can sense ben's spirit fading.
313
00:14:49,195 --> 00:14:50,629
If we don't get him back in his
314
00:14:50,697 --> 00:14:52,097
Body fast, ra'ad will take over
315
00:14:52,165 --> 00:14:54,033
And we'll lose ben forever.
316
00:15:02,248 --> 00:15:03,282
>> gwen: How much longer?
317
00:15:03,349 --> 00:15:04,649
>> kevin: I'm working as fast as
318
00:15:04,717 --> 00:15:05,184
I can.
319
00:15:05,251 --> 00:15:06,719
>> ampfibian: Work faster!
320
00:15:06,753 --> 00:15:08,354
I got to get out of this body
321
00:15:08,388 --> 00:15:09,355
Before ra'ad --
322
00:15:09,422 --> 00:15:10,889
>> if you reactivate the
323
00:15:10,924 --> 00:15:13,992
Ultimatrix, aggregor will find
324
00:15:14,059 --> 00:15:14,726
Me.
325
00:15:14,760 --> 00:15:16,794
He will destroy us all!
326
00:15:16,829 --> 00:15:22,266
>> gwen: We'll take our chances.
327
00:15:29,807 --> 00:15:30,973
>> kevin: Ready.
328
00:15:31,041 --> 00:15:33,509
>> gwen: Go!
329
00:15:37,313 --> 00:15:38,347
>> no!
330
00:15:38,414 --> 00:15:41,350
Aaaaaah!
331
00:15:54,700 --> 00:15:57,803
>> kevin: Told ya.
332
00:15:57,871 --> 00:16:00,339
>> system restart in progress.
333
00:16:00,373 --> 00:16:01,707
>> ben: Thanks.
334
00:16:01,775 --> 00:16:03,976
>> you fools.
335
00:16:04,010 --> 00:16:06,112
You signed all of our death
336
00:16:06,146 --> 00:16:11,150
Warrants.
337
00:16:11,184 --> 00:16:12,852
He's coming.
338
00:16:12,886 --> 00:16:14,854
I can feel it.
339
00:16:14,888 --> 00:16:15,889
>> ben: Then we don't have any
340
00:16:15,956 --> 00:16:16,756
Choice but to fight him
341
00:16:16,790 --> 00:16:20,393
Together.
342
00:16:20,427 --> 00:16:21,694
>> you're wrong.
343
00:16:21,729 --> 00:16:24,698
I still have a choice.
344
00:16:29,536 --> 00:16:31,604
>> ben: So much for teamwork.
345
00:16:38,779 --> 00:16:40,547
>> kevin: Again with the roof!
346
00:16:40,581 --> 00:16:44,685
You never heard of using a door?
347
00:16:44,719 --> 00:16:46,686
Aah!
348
00:16:51,893 --> 00:16:54,361
>> gwen:
349
00:16:57,765 --> 00:16:59,099
>> aggregor: Surrender the
350
00:16:59,133 --> 00:17:00,634
Amperi.
351
00:17:00,668 --> 00:17:02,002
>> ben: Sorry.
352
00:17:02,036 --> 00:17:03,403
He stepped out.
353
00:17:03,471 --> 00:17:05,172
>> reboot complete.
354
00:17:05,206 --> 00:17:06,840
All systems available.
355
00:17:06,874 --> 00:17:08,174
>> ben: You'll just have to deal
356
00:17:08,208 --> 00:17:10,310
With me.
357
00:17:10,344 --> 00:17:13,113
>> brainstorm: Brainstorm!
358
00:17:13,147 --> 00:17:14,948
You'll find that challenging an
359
00:17:15,016 --> 00:17:16,650
Intellectually superior foe
360
00:17:16,684 --> 00:17:18,085
Often leads to complete
361
00:17:18,119 --> 00:17:21,088
Humiliation.
362
00:17:24,492 --> 00:17:26,293
>> aggregor: I couldn't agree
363
00:17:26,361 --> 00:17:29,630
More.
364
00:17:29,664 --> 00:17:32,633
>> brainstorm: Aaaaaah!
365
00:17:46,116 --> 00:17:47,116
>> kevin:
366
00:17:47,184 --> 00:17:49,118
Ben?
367
00:18:00,564 --> 00:18:02,799
Why are you still here -- to
368
00:18:02,833 --> 00:18:03,533
Watch?
369
00:18:09,672 --> 00:18:11,072
The one guy who tried to help
370
00:18:11,107 --> 00:18:12,441
You is dying in there, but
371
00:18:12,508 --> 00:18:14,542
That's okay with you, isn't it?
372
00:18:14,610 --> 00:18:16,344
I don't need to read minds to
373
00:18:16,412 --> 00:18:17,712
Know what you think.
374
00:18:17,746 --> 00:18:19,414
I used to be just like you.
375
00:18:19,448 --> 00:18:20,248
So go. Run.
376
00:18:20,283 --> 00:18:22,183
Steal whatever time it buys you,
377
00:18:22,251 --> 00:18:24,719
Coward.
378
00:18:29,892 --> 00:18:32,860
>> brainstorm:
379
00:18:52,048 --> 00:18:53,782
>> aggregor: My weapon was
380
00:18:53,850 --> 00:18:55,317
Designed to deal with
381
00:18:55,351 --> 00:18:58,052
Electro-manipulative species,
382
00:18:58,087 --> 00:19:01,056
And that includes you.
383
00:19:05,194 --> 00:19:07,595
This is the device that controls
384
00:19:07,663 --> 00:19:09,697
Your transformations, yes?
385
00:19:09,765 --> 00:19:12,167
I will change you back to what I
386
00:19:12,202 --> 00:19:13,202
Need.
387
00:19:13,236 --> 00:19:18,875
>> brainstorm: Aaaaaaah!
388
00:19:18,943 --> 00:19:20,310
>> gwen: You're killing him!
389
00:19:20,344 --> 00:19:21,611
>> aggregor: Not until I'm
390
00:19:21,679 --> 00:19:24,615
Completely done with him.
391
00:19:27,987 --> 00:19:32,024
Aaaaaaaaaah!
392
00:19:40,534 --> 00:19:41,868
>> gwen: Ra'ad!
393
00:19:41,902 --> 00:19:42,869
You came back!
394
00:19:42,936 --> 00:19:44,570
>> there is no escape from
395
00:19:44,604 --> 00:19:46,306
Aggregor.
396
00:19:46,340 --> 00:19:49,108
I...Could not let your friend
397
00:19:49,142 --> 00:19:51,377
Needlessly sacrifice himself in
398
00:19:51,411 --> 00:19:54,279
My name.
399
00:19:54,314 --> 00:19:57,281
>> aggregor: How noble.
400
00:20:16,065 --> 00:20:19,401
>> aaaaah!
401
00:20:24,006 --> 00:20:25,740
Running out of time!
402
00:20:25,808 --> 00:20:28,744
Get out -- now!
403
00:20:48,366 --> 00:20:49,700
>> gwen:
404
00:20:49,734 --> 00:20:54,906
>> ben:
405
00:20:54,941 --> 00:20:57,910
Where's kevin?
406
00:21:03,116 --> 00:21:04,282
>> kevin: At least I don't have
407
00:21:04,350 --> 00:21:05,551
To worry about getting the roof
408
00:21:05,618 --> 00:21:07,987
Fixed.
409
00:21:08,021 --> 00:21:09,655
>> ben: What happened to ra'ad?
410
00:21:09,723 --> 00:21:11,356
>> gwen: Aggregor got him, like
411
00:21:11,424 --> 00:21:12,624
Ra'ad said he would.
412
00:21:12,659 --> 00:21:14,326
>> ben: He gave himself up for
413
00:21:14,360 --> 00:21:17,362
Me?
414
00:21:17,429 --> 00:21:18,630
>> kevin: Guess he wasn't a
415
00:21:18,664 --> 00:21:20,599
Total jerk after all.
416
00:21:20,633 --> 00:21:22,166
>> gwen: What do we do now?
417
00:21:22,201 --> 00:21:23,601
>> kevin: Nothing to do.
418
00:21:23,635 --> 00:21:25,169
Aggregor has all five of the
419
00:21:25,237 --> 00:21:26,437
Aliens.
420
00:21:26,471 --> 00:21:27,538
Game's over.
421
00:21:27,572 --> 00:21:29,640
>> ben: It's not a game, and
422
00:21:29,674 --> 00:21:30,807
It's not over.
423
00:21:30,875 --> 00:21:33,409
I'm going to stop him.
424
00:21:33,444 --> 00:21:35,244
The ultimatrix has scanned all
425
00:21:35,279 --> 00:21:36,879
Five of the aliens, and I'm
426
00:21:36,914 --> 00:21:38,614
Going to use their powers to
427
00:21:38,682 --> 00:21:41,350
Save them.
26668
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