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Toughest guy in the galaxy.
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[ Grunts ]
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Humongousaur: [ Grunts ]
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Toughest guy in the galaxy?
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That would be me!
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[ Grunting ]
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Ultimate Humongousaur:
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Ultimate Humongousaur!
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[ Roars ]
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[ Groans ]
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Ultimate Humongousaur:
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[ Roars ]
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Gwen: Ben! Stop it!
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Kevin: Dude, what are you
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doing?!
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I-I give up.
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Ultimate Humongousaur: Not...
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An option.
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Gwen: Ben, calm down!
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Ultimate Humongousaur: My...
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Name's...Not...
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Ben!
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Sync and corrections by n17t01
www.addic7ed.com
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Gwen: Aah!
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Kevin: Aah!
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[ Grunts ]
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[ Footsteps thumping ]
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Gwen: Ben, whatever's wrong,
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let us help you.
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Ultimate Humongousaur: Stop
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calling me that!
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I told you -- my name isn't Ben!
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Gwen: [ Grunts ]
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Kevin: Somebody shot the dots
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off his dice.
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Gwen: Maybe not.
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Look at his eyes.
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They're red.
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Kevin: So?
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Gwen: Normally his eyes are
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green.
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Gwen: I don't think so.
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He may be under Albedo's
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control.
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Ultimate Humongousaur:
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[ Roars ]
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Ben: What's happening to...
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Ultimate Humongousaur: What's
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happening is that I'm taking
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back what you stole!
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Ben: [ Grunts ]
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You can't hit me with my own
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fist!
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Ultimate Humongousaur:
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[ Grunts ]
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It's not yours! It's mine!
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Ben: No, it's mine!
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Gwen: We've got to stop this
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before he hurts himself.
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Kevin: On it.
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Ultimate Humongousaur: Mine!
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Ben: Mine!
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Gwen: Enjoyed that?
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Kevin: Maybe a little.
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Now what?
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Gwen: Now I see if I can come
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up with a spell that will allow
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Ben's personality to take
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control again.
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Got it!
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Probably.
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Imperium in mentem!
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Kevin: Nice!
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Gwen: Ben!
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Ultimate Humongousaur: Don't
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call me that!
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Ben: It's...It's okay, Gwen.
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It's me.
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It's...
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Ultimate Humongousaur: Me.
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Ben: Me!
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Ultimate Humongousaur: Me!
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Me!
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Ben: Me!
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Ultimate Humongousaur: Me!
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Kevin: Okay, not funny
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anymore.
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How do we help him?
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Gwen: Maybe a sleeping spell?
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Somnus!
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Kevin: Weird. Even for him.
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What now?
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Gwen: Now we get him some
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help.
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This is highly unusual.
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Gwen: Dr. borges, my aunt
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Sandra said you're the best
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psychiatrist in town -- and she
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would know.
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Kevin: Look, doc, can you
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help him or not?
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Ultimate Humongousaur:
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[ Grunting ]
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[ Metal creaking ]
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Let me go!
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Ben: Hold it down, will you?
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That sleep spell gave me a
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headache.
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Well, it would certainly put
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a shine on my résumé.
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It's always good to begin at the
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psychological roots.
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Tell me something about your
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relationship with your mother.
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Ultimate Humongousaur: My
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mother tried to eat me before I
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even hatched!
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Okay.
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There are probably some issues
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around that.
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You're Ben now, right?
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Was your childhood marred by any
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traumatic events?
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Ben: Well, when I was 4, a
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clown at the circus scared me.
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Not really what we're looking
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for, Ben.
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Any unusual dreams lately?
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Ultimate Humongousaur: I
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dream of freedom from
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Ben Tennyson!
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Ah, but you are Ben Tennyson.
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Ultimate Humongousaur: I am
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not a part of him!
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I am alive!
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I think! I feel!
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I'm sick of being held captive
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within this -- this disgusting
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human!
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Ben: Who's calling who
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disgusting?
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You ever get a whiff of your own
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breath?
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Ultimate Humongousaur:
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[ Grunting ]
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I loathe you!
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[ Grunting ]
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Ben: [ Grunts ]
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Let go, doofus!
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You'll strangle us both!
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I've seen cases of multiple
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personality disorder before, but
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nothing this pronounced.
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The fact that he shares DNA with
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this...Creature only complicates
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matters.
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Gwen: Are you saying that
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he's stuck that way?
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Perhaps if I tried a hypnotic
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trance as a way to get the two
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warring sides of his psyche to
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make peace.
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Ultimate Humongousaur:
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Hypnotic trance! Ha!
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Like you could hypnotize me!
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And you're floating down a
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river in a boat, lying back,
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rocked by the gentle waters.
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Ultimate Humongousaur: Aah!
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[ Grunting ]
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[ Roars ]
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I-I'll send you my bill!
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Ultimate Humongousaur: My
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head!
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My head! It hurts!
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It hurts!
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Why won't you get out?!
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Why won't you leave me alone?!
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Why?!
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[ Groans ]
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[ Energy pulsating ]
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Ben: [ Groans ]
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That's the weirdest dream I
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ever --
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not a dream.
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[ Echoing ] Gwen?
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Kevin?
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Anybody?
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If I could just remember what
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happened, I...
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I exploded or...Imploded or
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something.
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Blew me right apart, and I --
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wait a minute.
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Am I dead?
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Kevin: You think he's dead?
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Gwen: Don't say that.
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I'd know if he was.
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Kevin: How?
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Gwen: I just would.
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Kevin: Then where is he?
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Gwen: In there, I-I think.
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I can feel it -- feel him.
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And...
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Kevin: And?
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Gwen: Something else in there
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with him.
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Something dangerous.
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Ben: I'm too young to die
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and too famous.
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Not to mention handsome and
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smart and talented.
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And charming -- let's not forget
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that.
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But if I dead, chances are
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the place with the fiery red
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light would be not where I want
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to go.
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[ Rumbling ]
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Great.
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I'm dead and I'm in an
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earthquake.
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[ Grunts ]
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Ultimate Humongousaur: It's
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not an earthquake, and you're
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not dead.
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Yet.
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Kevin: Go inside some crazy
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cosmic-watch thingy we don't
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even understand?
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Yeah. No.
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Gwen: But Ben's in there.
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Kevin: Even if he is, it's
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busted.
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We go in there, we may never
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come out again.
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Gwen: You have a better idea?
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Kevin: You want to fix a
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watch, you go to the watchmaker.
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Gwen: It'll take too much
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time.
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And you're talking about Azmuth.
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Who knows if he'll even help?
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Ben needs us now.
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Kevin: How's this?
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You try your way, I'll try it
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mine.
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But you be careful in there,
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okay?
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Gwen: You too.
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Ben: You're not real.
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You're just parts of me!
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Ultimate echo echo: Liar!
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Ultimate Spidermonkey:
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[ Growls ]
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Ben: [ Grunts ]
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Ultimate Humongousaur: When
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are you gonna get it through
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that thick skull that we're not
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part of you?!
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Ultimate Swampfire: We're
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individuals with our own hearts
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and minds and will.
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Ultimate big chill: And we're
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sick of being trapped here in
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the Ultimatrix.
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Ben: Wait. Wait.
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This is the Ultimatrix?
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Ultimate Humongousaur:
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You've been our jailer,
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Tennyson!
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But now you're our ticket out.
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Your mind controls this place.
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No more you, no more prison.
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[ Beeping ]
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Ghostfreak: Ghostfreak!
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Now you're under control.
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Ultimate Humongousaur:
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[ Laughs ]
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You don't understand anything,
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do you, Tennyson?
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You can't control us -- not ever
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again.
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Heatblast: Heatblast!
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Brainstorm: Brainstorm!
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Listen!
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Whatever is going on here, I
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didn't do it to you!
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I'm one of the good guys,
292
00:11:29,734 --> 00:11:30,432
remember?
293
00:11:30,501 --> 00:11:32,434
I'm a hero!
294
00:11:37,241 --> 00:11:39,342
Ultimate Humongousaur: Hero?!
295
00:11:39,377 --> 00:11:42,979
You treat us like slaves!
296
00:11:44,749 --> 00:11:49,352
Diamondhead: [ Grunting ]
297
00:11:55,693 --> 00:11:57,428
Ben: [ Grunts ]
298
00:11:57,496 --> 00:12:01,866
[ Groans ]
299
00:12:01,901 --> 00:12:02,967
Ultimate Humongousaur: Time
300
00:12:03,002 --> 00:12:09,373
to pay for your sins, Tennyson.
301
00:12:09,442 --> 00:12:10,408
Gwen: Hey!
302
00:12:10,443 --> 00:12:14,144
Nobody picks on Ben but me!
303
00:12:14,179 --> 00:12:15,478
That's the way it works in
304
00:12:15,514 --> 00:12:17,947
families, right?
305
00:12:26,088 --> 00:12:28,490
You are encroaching Galvan
306
00:12:28,525 --> 00:12:30,425
planetary territory.
307
00:12:30,461 --> 00:12:32,394
As you are demonstrably of low
308
00:12:32,429 --> 00:12:34,130
intelligence, I offer this
309
00:12:34,198 --> 00:12:35,664
warning -- turn back
310
00:12:35,700 --> 00:12:37,332
immediately or automatic
311
00:12:37,401 --> 00:12:39,335
security systems will destroy
312
00:12:39,403 --> 00:12:40,236
your vessel.
313
00:12:40,305 --> 00:12:41,938
Kevin: Azmuth, it's me --
314
00:12:41,973 --> 00:12:42,505
Kevin.
315
00:12:42,540 --> 00:12:44,140
You are encroaching Galvan
316
00:12:44,175 --> 00:12:45,842
planetary territory...
317
00:12:45,877 --> 00:12:47,944
Kevin: I hate recordings.
318
00:12:48,013 --> 00:12:49,580
Almost as much as I hate people
319
00:12:49,648 --> 00:12:50,848
telling me what to do.
320
00:12:50,883 --> 00:12:52,550
>>...Turn back immediately or
321
00:12:52,585 --> 00:12:54,318
automatic security systems will
322
00:12:54,387 --> 00:12:56,220
destroy your vessel.
323
00:13:07,198 --> 00:13:09,133
Kevin: I'm so good, I impress
324
00:13:09,168 --> 00:13:10,300
myself.
325
00:13:10,369 --> 00:13:12,369
[ Alarm beeping ]
326
00:13:20,714 --> 00:13:25,518
Kevin: [ Grunts ]
327
00:13:25,587 --> 00:13:27,220
Wonder if there's bus service
328
00:13:27,256 --> 00:13:28,955
back to earth.
329
00:13:29,024 --> 00:13:31,057
Hope he's home.
330
00:13:39,031 --> 00:13:39,931
Halt!
331
00:13:39,967 --> 00:13:41,299
Kevin: Secondary security
332
00:13:41,368 --> 00:13:41,833
system?
333
00:13:41,868 --> 00:13:42,833
That is correct.
334
00:13:42,869 --> 00:13:44,235
Kevin: And you're not gonna
335
00:13:44,304 --> 00:13:45,569
let me walk up and ring the
336
00:13:45,638 --> 00:13:46,837
doorbell, are you?
337
00:13:46,873 --> 00:13:47,938
Also correct.
338
00:13:48,007 --> 00:13:49,673
Kevin: Just making sure.
339
00:13:49,742 --> 00:13:51,208
Hyah!
340
00:13:51,277 --> 00:13:53,844
[ Rumbling ]
341
00:14:26,947 --> 00:14:29,916
Gwen: I knew you were alive!
342
00:14:29,951 --> 00:14:30,750
Ben: Don't think I'm not
343
00:14:30,785 --> 00:14:33,019
happy to see you, cuz...
344
00:14:33,088 --> 00:14:36,824
But this isn't the time.
345
00:14:36,859 --> 00:14:39,460
Enough's enough!
346
00:14:39,495 --> 00:14:43,031
Way big: Way big!
347
00:14:53,676 --> 00:14:54,376
Ultimate Humongousaur:
348
00:14:54,412 --> 00:14:55,077
Retreat!
349
00:14:55,112 --> 00:14:57,746
Ultimate big chill: Retreat?
350
00:14:57,814 --> 00:14:58,914
Ultimate Humongousaur: You
351
00:14:58,949 --> 00:15:00,915
heard me.
352
00:15:08,189 --> 00:15:09,289
Gwen: Kind of liberal with
353
00:15:09,358 --> 00:15:10,558
the transformations.
354
00:15:10,593 --> 00:15:12,260
Way big: Trying to run down
355
00:15:12,329 --> 00:15:13,161
the battery.
356
00:15:13,196 --> 00:15:14,796
I figured if I timed out, it
357
00:15:14,831 --> 00:15:16,531
would send me back to the real
358
00:15:16,567 --> 00:15:17,365
world.
359
00:15:17,401 --> 00:15:19,001
But no such luck.
360
00:15:19,070 --> 00:15:21,604
So, uh, what's with the glowy
361
00:15:21,639 --> 00:15:22,004
body?
362
00:15:22,073 --> 00:15:23,539
Gwen: It's my astral
363
00:15:23,608 --> 00:15:24,274
projection.
364
00:15:24,309 --> 00:15:25,876
Guess I'm more Anodite than I
365
00:15:25,911 --> 00:15:26,543
thought.
366
00:15:26,579 --> 00:15:28,178
Way big: The Ultimates say
367
00:15:28,247 --> 00:15:30,080
they're really alive and trapped
368
00:15:30,116 --> 00:15:31,182
in here.
369
00:15:31,250 --> 00:15:32,349
Crazy, huh?
370
00:15:32,418 --> 00:15:34,251
Gwen: Of course it is.
371
00:15:34,320 --> 00:15:35,820
Transformations are just blank
372
00:15:35,855 --> 00:15:37,455
slates for your mind to inhabit.
373
00:15:37,490 --> 00:15:38,990
Way big: They don't act like
374
00:15:39,059 --> 00:15:41,058
blank slates.
375
00:15:41,094 --> 00:15:42,626
Gwen: Even if is true, you
376
00:15:42,661 --> 00:15:44,061
didn't know it was happening.
377
00:15:44,096 --> 00:15:45,496
And what can you do stop it,
378
00:15:45,531 --> 00:15:47,531
anyway?
379
00:15:47,600 --> 00:15:48,432
Ben?
380
00:15:48,467 --> 00:15:50,968
What are you -- [ Grunts ]
381
00:16:04,049 --> 00:16:05,249
Way big: Where'd Spidermonkey
382
00:16:05,318 --> 00:16:07,251
go?
383
00:16:11,356 --> 00:16:12,890
Ultimate Spidermonkey: Guess
384
00:16:12,959 --> 00:16:13,691
you got me...
385
00:16:13,760 --> 00:16:17,527
Right where we want you!
386
00:16:17,596 --> 00:16:20,030
Way big: You lured me here!
387
00:16:20,065 --> 00:16:20,797
Ultimate Humongousaur: Got
388
00:16:20,866 --> 00:16:24,768
that right!
389
00:16:24,804 --> 00:16:29,873
[ Grunts ]
390
00:16:29,942 --> 00:16:33,611
Now, Tennyson, you burn, and we
391
00:16:33,680 --> 00:16:34,746
live!
392
00:16:34,781 --> 00:16:35,680
Ultimates: [ Chanting ] Burn!
393
00:16:35,716 --> 00:16:38,516
Burn! Burn! Burn!
394
00:16:38,586 --> 00:16:42,521
Way big: Don't think so.
395
00:16:42,590 --> 00:16:45,592
[ Beeping ]
396
00:16:45,660 --> 00:16:48,929
Ben: On second thought...
397
00:16:52,266 --> 00:16:55,402
Gwen: Aah!
398
00:16:55,437 --> 00:16:56,403
Ultimate Humongousaur: It's
399
00:16:56,471 --> 00:16:57,303
over, Tennyson.
400
00:16:57,339 --> 00:16:59,038
Ultimate big chill: Why don't
401
00:16:59,073 --> 00:17:01,106
you just do what's right?
402
00:17:01,141 --> 00:17:03,108
Gwen: That's enough!
403
00:17:09,215 --> 00:17:10,482
Ben: Gwen, don't.
404
00:17:10,518 --> 00:17:12,217
If you use that power for too
405
00:17:12,253 --> 00:17:12,851
long...
406
00:17:12,920 --> 00:17:14,419
Gwen: I risk losing my
407
00:17:14,488 --> 00:17:15,186
humanity.
408
00:17:15,222 --> 00:17:17,022
That's why I'm not wasting any
409
00:17:17,057 --> 00:17:17,856
more time.
410
00:17:17,891 --> 00:17:19,223
I'm destroying these
411
00:17:19,259 --> 00:17:23,294
transformations, Ben.
412
00:17:23,330 --> 00:17:24,496
Ben: No, Gwen.
413
00:17:24,565 --> 00:17:26,031
Stand down.
414
00:17:26,066 --> 00:17:27,032
Gwen: But...
415
00:17:27,067 --> 00:17:30,135
Ben: Stand down.
416
00:17:30,204 --> 00:17:31,570
Ultimate Humongousaur: If
417
00:17:31,639 --> 00:17:33,739
this is some kind of trick...
418
00:17:33,774 --> 00:17:35,107
Ben: No tricks.
419
00:17:35,142 --> 00:17:36,942
There's only one way out of
420
00:17:37,011 --> 00:17:38,010
this.
421
00:17:38,045 --> 00:17:39,378
In order for the Ultimates to
422
00:17:39,446 --> 00:17:41,447
live...
423
00:17:41,482 --> 00:17:44,583
I have to die.
424
00:17:44,618 --> 00:17:46,385
Kevin: [ Grunts ]
425
00:17:46,420 --> 00:17:48,187
Tennyson may have messed up the
426
00:17:48,222 --> 00:17:50,022
Ultimatrix, but he's put himself
427
00:17:50,057 --> 00:17:54,893
on the line again and again!
428
00:17:54,929 --> 00:17:56,261
He's risked his life a hundred
429
00:17:56,296 --> 00:17:57,662
times for people he didn't even
430
00:17:57,731 --> 00:18:00,031
know -- for slobs like me, for
431
00:18:00,100 --> 00:18:02,000
jerks like you!
432
00:18:02,036 --> 00:18:04,469
[ Grunts ]
433
00:18:04,504 --> 00:18:06,071
He's a hero.
434
00:18:06,107 --> 00:18:12,977
And more important...
435
00:18:13,013 --> 00:18:15,547
He's my best friend.
436
00:18:15,615 --> 00:18:17,081
[ Groans ]
437
00:18:17,116 --> 00:18:20,384
Halt, Mechamorph!
438
00:18:20,420 --> 00:18:22,019
You could have called first.
439
00:18:22,055 --> 00:18:23,654
Kevin: I didn't have your
440
00:18:23,689 --> 00:18:25,155
number.
441
00:18:25,190 --> 00:18:27,457
You, Kevin Levin, are
442
00:18:27,492 --> 00:18:29,459
evolving.
443
00:18:29,494 --> 00:18:31,060
Perhaps there's the tiniest
444
00:18:31,096 --> 00:18:32,895
speck of hope for this universe
445
00:18:32,931 --> 00:18:34,898
after all.
446
00:18:38,035 --> 00:18:39,536
Ultimates: [ Chanting ] Burn!
447
00:18:39,605 --> 00:18:42,739
Burn! Burn! Burn!
448
00:18:42,807 --> 00:18:48,411
Burn! Burn! Burn! Burn!
449
00:18:48,446 --> 00:18:49,612
Ben: Wait.
450
00:18:49,648 --> 00:18:51,181
Before you...
451
00:18:51,249 --> 00:18:52,349
Let me say goodbye to Gwen.
452
00:18:52,384 --> 00:18:53,550
Ultimate big chill: Do you
453
00:18:53,619 --> 00:18:55,151
think we're fools?
454
00:18:55,187 --> 00:18:57,054
Ultimate Humongousaur: No.
455
00:18:57,089 --> 00:18:59,056
Let him say his goodbyes.
456
00:18:59,091 --> 00:19:04,495
He deserves that much at least.
457
00:19:04,531 --> 00:19:07,266
Gwen: What's the plan?
458
00:19:07,334 --> 00:19:08,967
Ben: No plan.
459
00:19:09,003 --> 00:19:10,535
I don't know why they branched
460
00:19:10,604 --> 00:19:12,170
off and became individuals, but
461
00:19:12,239 --> 00:19:13,872
I know that they deserve to live
462
00:19:13,908 --> 00:19:15,140
free.
463
00:19:15,176 --> 00:19:18,977
Gwen: So do you.
464
00:19:19,013 --> 00:19:20,812
Ben: Goodbye, Gwen.
465
00:19:28,921 --> 00:19:30,788
You probably won't believe this,
466
00:19:30,857 --> 00:19:32,523
but I never meant for you to
467
00:19:32,559 --> 00:19:36,026
suffer -- any of you -- and I'm
468
00:19:36,061 --> 00:19:38,228
sorry.
469
00:20:03,354 --> 00:20:04,521
What happened?
470
00:20:04,590 --> 00:20:06,657
Your sacrifice reset the
471
00:20:06,692 --> 00:20:07,692
Ultimatrix.
472
00:20:07,727 --> 00:20:09,327
The flaw that generated the
473
00:20:09,396 --> 00:20:11,129
self-actualized Ultimates has
474
00:20:11,164 --> 00:20:12,330
been corrected.
475
00:20:12,399 --> 00:20:14,398
Any Ultimates generated from
476
00:20:14,467 --> 00:20:16,667
this moment forth will simply be
477
00:20:16,736 --> 00:20:18,603
reflections of you, as was
478
00:20:18,671 --> 00:20:19,670
always intended.
479
00:20:19,739 --> 00:20:21,472
Ben: But I jumped into the
480
00:20:21,507 --> 00:20:22,406
pit.
481
00:20:22,441 --> 00:20:24,307
Why am I still alive?
482
00:20:24,343 --> 00:20:26,109
Not that I'm complaining, mind
483
00:20:26,144 --> 00:20:26,509
you.
484
00:20:26,578 --> 00:20:28,211
Your intention was what
485
00:20:28,280 --> 00:20:30,046
mattered to the Ultimatrix --
486
00:20:30,115 --> 00:20:31,848
the fact that you were willing
487
00:20:31,883 --> 00:20:33,749
to sacrifice everything in order
488
00:20:33,785 --> 00:20:35,585
to set them free.
489
00:20:35,654 --> 00:20:38,588
Genuine self-sacrifice -- more
490
00:20:38,623 --> 00:20:41,758
rare than astatine or francium.
491
00:20:41,793 --> 00:20:43,592
That's twice today I have found
492
00:20:43,661 --> 00:20:46,128
a small measure of hope -- a
493
00:20:46,197 --> 00:20:48,397
very disturbing pattern.
494
00:20:48,465 --> 00:20:49,464
Ultimate Humongousaur: Glad
495
00:20:49,500 --> 00:20:51,533
you're all happy, but where do
496
00:20:51,569 --> 00:20:53,569
we go when the only home we've
497
00:20:53,605 --> 00:20:57,674
ever known...Is in that device?
498
00:20:57,743 --> 00:20:59,209
Kevin: You can always go back
499
00:20:59,244 --> 00:21:00,744
in.
500
00:21:00,780 --> 00:21:01,211
[ Thud ]
501
00:21:01,280 --> 00:21:02,580
Or not.
502
00:21:02,649 --> 00:21:04,115
Ben: Somewhere out there is a
503
00:21:04,183 --> 00:21:06,384
planet where you can be free.
504
00:21:06,419 --> 00:21:09,387
And I can take you there.
505
00:21:16,529 --> 00:21:18,096
Ultimate Humongousaur: We
506
00:21:18,165 --> 00:21:19,398
were wrong about you.
507
00:21:19,467 --> 00:21:21,100
I was wrong.
508
00:21:21,135 --> 00:21:22,468
Ben: Given the circumstances,
509
00:21:22,537 --> 00:21:25,104
I can't say I blame you.
510
00:21:36,950 --> 00:21:38,985
I don't know about you guys, but
511
00:21:39,020 --> 00:21:39,919
I'm starving.
512
00:21:39,988 --> 00:21:40,653
Burgers?
513
00:21:40,722 --> 00:21:41,988
Kevin: My treat.
514
00:21:42,023 --> 00:21:43,356
Gwen: Your treat?
515
00:21:43,391 --> 00:21:45,291
Kevin: Hey, it's the least I
516
00:21:45,326 --> 00:21:47,460
can do for my best girl.
517
00:21:47,529 --> 00:21:50,063
And my best friend.
518
00:21:51,686 --> 00:21:54,000
Sync and corrections by n17t01
www.Addic7ed.Com
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