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1
00:00:02,235 --> 00:00:07,506
♪♪
2
00:00:07,541 --> 00:00:08,840
♪ Ben 10! ♪
3
00:00:08,875 --> 00:00:10,842
♪ Ben 10! ♪
4
00:00:10,877 --> 00:00:11,877
♪ Ben 10! ♪
5
00:00:11,912 --> 00:00:13,145
♪ Ben 10! ♪
6
00:00:13,180 --> 00:00:14,312
♪ Ben 10! ♪
7
00:00:14,347 --> 00:00:15,480
♪ Ben 10! ♪
8
00:00:15,515 --> 00:00:17,382
♪ Ben 10! ♪
9
00:00:17,417 --> 00:00:19,051
♪ Ben 10! ♪
10
00:00:23,356 --> 00:00:32,497
♪♪
11
00:00:32,532 --> 00:00:40,338
♪♪
12
00:00:40,373 --> 00:00:42,841
Announcer: Welcome,Junior Boxcar Racers!
13
00:00:42,876 --> 00:00:45,878
Just a few minutesleft to tune up.
14
00:00:47,747 --> 00:00:49,848
-Phew.
-[ Grunts ]
15
00:00:49,883 --> 00:00:51,750
The Rust Buggy is a go.
16
00:00:51,785 --> 00:00:54,052
Yeah! Check it out.
17
00:00:54,087 --> 00:00:56,922
It's got 10 wheels
in honor of me.
18
00:00:56,957 --> 00:01:00,692
Don't forget, every official
racecar needs a sponsor.
19
00:01:00,727 --> 00:01:01,927
[ Howls ]
20
00:01:01,962 --> 00:01:04,529
Go, Wolves!
21
00:01:04,564 --> 00:01:08,767
Attention, all racers, makeyour way to the starting line!
22
00:01:08,802 --> 00:01:12,270
Time to dial up an alien that
will put our car over the top.
23
00:01:12,305 --> 00:01:13,738
Bring it, Upgrade!
24
00:01:13,773 --> 00:01:15,040
Ben, if that's
not cheating,
25
00:01:15,075 --> 00:01:16,541
at the very least,
it's showing off.
26
00:01:16,576 --> 00:01:19,377
Gwendolyn, is a bird
showing off when it flies?
27
00:01:19,412 --> 00:01:22,047
I don't think so.
Now, take a step back
28
00:01:22,082 --> 00:01:24,549
because this bird is about
to spread his wings.
29
00:01:24,584 --> 00:01:25,717
[ Static ]
30
00:01:25,752 --> 00:01:27,285
Uh, hold up.
31
00:01:27,320 --> 00:01:29,554
[ Beeping ]
32
00:01:29,589 --> 00:01:31,389
Ya!
-Ya!
33
00:01:31,424 --> 00:01:32,557
Huh? Bad timing.
34
00:01:32,592 --> 00:01:34,392
Oh, more
than bad timing.
35
00:01:34,427 --> 00:01:36,128
Have you been messing
with the watch again?
36
00:01:36,163 --> 00:01:38,563
Uh, no. Oh, I mean,
you know, not that much.
37
00:01:38,598 --> 00:01:40,899
It only happens
when I try to use Upgrade.
38
00:01:40,934 --> 00:01:42,300
Come to think of it,
I can't remember
39
00:01:42,335 --> 00:01:43,902
the last time
you went Upgrade.
40
00:01:43,937 --> 00:01:47,072
I know, right?
It was probably...
41
00:01:47,107 --> 00:01:51,076
Voice:
Fulmini, Innervasion, soon.
42
00:01:51,111 --> 00:01:52,410
What is it, Ben?
43
00:01:52,445 --> 00:01:54,246
I don't know.
I can't make it out.
44
00:01:54,281 --> 00:01:57,415
Like a radio transmission,
weird voices talking,
45
00:01:57,450 --> 00:01:59,584
but all jumbly.
-Never mind that.
46
00:01:59,619 --> 00:02:02,254
You got to focus.
We've got a race to win.
47
00:02:02,289 --> 00:02:06,258
Right, yeah, focus.
Focus, focus, focus.
48
00:02:06,293 --> 00:02:07,325
Mmm...
49
00:02:07,360 --> 00:02:10,462
Whoa!
I'm in my own head.
50
00:02:10,497 --> 00:02:14,933
Cybearg! Slammer Dan!
Only one thing to do now...
51
00:02:14,968 --> 00:02:17,502
Dance party!
52
00:02:17,537 --> 00:02:22,607
♪♪
53
00:02:22,642 --> 00:02:23,842
Huh?
54
00:02:23,877 --> 00:02:26,978
Whoa! I never made
something this nice.
55
00:02:27,013 --> 00:02:29,281
Are you guys seeing this?
-Uh, that's neat, Ben,
56
00:02:29,316 --> 00:02:31,616
but what do they have
to do with racing?
57
00:02:31,651 --> 00:02:32,817
Oh, yeah, right.
58
00:02:32,852 --> 00:02:35,620
I guess nothing,
but, uh, they're so fun.
59
00:02:35,655 --> 00:02:37,455
Last place, here we come.
60
00:02:37,490 --> 00:02:39,991
♪ Cybearg the bot
and Slammer the Dan ♪
61
00:02:40,026 --> 00:02:41,960
♪ Throwing sweet parties
as the schedule demands ♪
62
00:02:41,995 --> 00:02:43,128
♪ Whoo! ♪
63
00:02:43,163 --> 00:02:45,497
[ Indistinct voices ]
64
00:02:45,532 --> 00:02:47,799
Hey!
65
00:02:47,834 --> 00:02:49,968
What was that all about?
-Hmm.
66
00:02:50,003 --> 00:02:52,470
Might be the watch
trying to tell you something.
67
00:02:52,505 --> 00:02:53,972
Whoa, you think so?
68
00:02:54,007 --> 00:02:55,707
Yep, that you'll have
to compete in the race
69
00:02:55,742 --> 00:02:57,709
on even terms
like everyone else.
70
00:02:57,744 --> 00:02:59,177
See you at
the finish line, kiddo.
71
00:02:59,212 --> 00:03:01,479
-They're lining up. Let's go!
-Oh, right.
72
00:03:01,514 --> 00:03:04,015
Announcer: Racers,start your engines!
73
00:03:04,050 --> 00:03:05,884
[ Laughs ]
Just kidding.
74
00:03:05,919 --> 00:03:07,519
None of you should haveengines.
75
00:03:07,554 --> 00:03:09,554
We don't needany more lawsuits.
76
00:03:09,589 --> 00:03:11,690
-No Upgrade, huh?
-Nope.
77
00:03:11,725 --> 00:03:13,825
Good.
You don't need to cheat.
78
00:03:13,860 --> 00:03:18,564
I'd rather win fair and...
square?
79
00:03:21,735 --> 00:03:23,168
Oh, Gwen,
didn't you hear?
80
00:03:23,203 --> 00:03:25,170
They don't let high horses
into these races.
81
00:03:25,205 --> 00:03:26,671
Guess you better get off yours.
82
00:03:26,706 --> 00:03:29,908
On your marks! Get set!
83
00:03:29,943 --> 00:03:31,443
[ Starter pistol fires ]
Go!
84
00:03:34,214 --> 00:03:35,513
I don't get it.
85
00:03:35,548 --> 00:03:38,917
I put on so many wheels.
We should be extra fast.
86
00:03:38,952 --> 00:03:41,519
More wheels doesn't
equal more speed, Ben.
87
00:03:41,554 --> 00:03:42,621
Wah!
88
00:03:42,656 --> 00:03:44,389
Whatever, just cut them
off at the pass.
89
00:03:44,424 --> 00:03:45,857
-What pass?
-I don't know.
90
00:03:45,892 --> 00:03:47,726
It's just what they say
in the movies.
91
00:03:47,761 --> 00:03:50,028
Words, Gwen.
Just like high horse.
92
00:03:50,063 --> 00:03:59,104
♪♪
93
00:03:59,139 --> 00:04:01,039
Gwen: Look out!
94
00:04:01,074 --> 00:04:03,375
What a bunch of dirty cheats.
95
00:04:03,410 --> 00:04:05,877
Oh, so now you're
against cheating?
96
00:04:05,912 --> 00:04:07,245
Hold on!
97
00:04:07,280 --> 00:04:08,747
Whoa!
98
00:04:08,782 --> 00:04:10,115
Yah!
99
00:04:10,150 --> 00:04:11,750
That'll show them.
100
00:04:11,785 --> 00:04:13,085
What is that?
101
00:04:20,994 --> 00:04:22,627
Ben Tennyson.
102
00:04:22,662 --> 00:04:26,064
Man, these guys
must really want to win.
103
00:04:26,099 --> 00:04:28,600
I just wanted
to win a boxcar race.
104
00:04:30,970 --> 00:04:33,104
[ Both scream ]
105
00:04:33,139 --> 00:04:36,141
I'm okay!
106
00:04:36,176 --> 00:04:38,977
Nice driving, Gwen.
Phbt!
107
00:04:39,012 --> 00:04:41,579
See you at the finish line,
loser!
108
00:04:41,614 --> 00:04:43,114
Huh?
109
00:04:43,149 --> 00:04:45,483
Lasers?
They have lasers!
110
00:04:45,518 --> 00:04:48,287
[ Both screaming ]
111
00:04:54,127 --> 00:04:57,262
[ Both yelling ]
112
00:04:57,297 --> 00:05:00,265
Less yelling, more helping!
113
00:05:00,300 --> 00:05:01,499
Ah, oh, good call.
114
00:05:01,534 --> 00:05:02,600
U-turn!
115
00:05:02,635 --> 00:05:06,604
-I am turning!
-No, U-turn, U-turn!
116
00:05:06,639 --> 00:05:09,107
Oh! Now what?
117
00:05:09,142 --> 00:05:11,509
Now, it's hero time.
118
00:05:11,544 --> 00:05:19,117
♪♪
119
00:05:19,152 --> 00:05:26,658
♪♪
120
00:05:26,693 --> 00:05:29,828
Let's go, you oversized
washing machine.
121
00:05:29,863 --> 00:05:31,129
Uh!
122
00:05:31,164 --> 00:05:35,133
Oh, that usually works.
Yah!
123
00:05:35,168 --> 00:05:38,303
[ Groans ]
124
00:05:38,338 --> 00:05:41,840
Voice: No, useless, Tetramand,Argos steel.
125
00:05:41,875 --> 00:05:43,308
What?
Uh-oh.
126
00:05:43,343 --> 00:05:47,846
Relinquish the Omnitrix,
and I will end this quickly.
127
00:05:49,382 --> 00:05:50,315
Whoa.
128
00:05:50,350 --> 00:05:51,816
What's the rush?
129
00:05:51,851 --> 00:05:54,486
I haven't gotten
to kick your -- yah --
130
00:05:54,521 --> 00:05:57,155
butt yet.
131
00:05:57,190 --> 00:05:59,491
-Futile.
-Yeah. Brag all you want,
132
00:05:59,526 --> 00:06:01,226
but I'm gonna find
a way to beat you,
133
00:06:01,261 --> 00:06:02,827
and you're gonna hate it.
134
00:06:02,862 --> 00:06:05,230
Mm, it's no good trying
to fight it from down here.
135
00:06:05,265 --> 00:06:07,832
Huh,
I got to get higher.
136
00:06:07,867 --> 00:06:09,434
[ Grunting ]
137
00:06:12,705 --> 00:06:16,074
There's no way
you can take this.
138
00:06:16,910 --> 00:06:18,410
You cannot damage me.
139
00:06:18,445 --> 00:06:22,547
You got to be kidding me,
not even a scratch?
140
00:06:24,050 --> 00:06:26,918
Whoa. Whoa!
141
00:06:26,953 --> 00:06:29,421
Soldier, action, wrong.
142
00:06:32,258 --> 00:06:34,259
Now is my chance.
143
00:06:36,896 --> 00:06:38,863
Ahhh!
144
00:06:38,898 --> 00:06:40,865
Got you now!
145
00:06:40,900 --> 00:06:42,534
[ Grunts ]
146
00:06:42,569 --> 00:06:44,869
This thing is way
heavier than it looks.
147
00:06:44,904 --> 00:06:47,705
-Override commands.
-Will you pipe down?
148
00:06:47,740 --> 00:06:50,041
Stupid voices,
I can't focus.
149
00:06:50,076 --> 00:06:52,544
Huh? Uh-oh.
150
00:06:52,579 --> 00:06:54,045
Aaaaah!
151
00:06:54,080 --> 00:06:57,449
I just wanted a normal race.
Was that too much to ask?
152
00:06:57,484 --> 00:07:00,285
-[ Groans ]
-Oh, boy.
153
00:07:00,320 --> 00:07:01,920
I'm coming.
154
00:07:04,290 --> 00:07:06,391
This punishment
can end now,
155
00:07:06,426 --> 00:07:09,394
but only if you hand
over the Omnitrix.
156
00:07:09,429 --> 00:07:13,264
My four arms
say different.
157
00:07:13,299 --> 00:07:16,234
-Very well.
-Aah!
158
00:07:16,269 --> 00:07:17,902
Can I take that back?
159
00:07:17,937 --> 00:07:21,072
-I got you!
-Whoa!
160
00:07:21,107 --> 00:07:24,409
Thanks.
I think I'm losing my mind.
161
00:07:24,444 --> 00:07:26,911
Can't lose what
you don't have, right?
162
00:07:26,946 --> 00:07:29,414
Hardy-har-har.
I can't win against this thing
163
00:07:29,449 --> 00:07:31,916
if every time I transform,
those weird voices
164
00:07:31,951 --> 00:07:35,153
keep distracting me.
165
00:07:35,188 --> 00:07:38,156
[ Both scream ]
166
00:07:38,191 --> 00:07:39,591
I sure wish those voices
167
00:07:39,626 --> 00:07:41,426
would tell us
something helpful right now.
168
00:07:41,461 --> 00:07:44,462
-That's a great idea.
-What's a great idea? Ben?
169
00:07:44,497 --> 00:07:46,264
If I can't tune them out,
170
00:07:46,299 --> 00:07:48,099
I should try the opposite
and tune them in.
171
00:07:48,134 --> 00:07:51,636
What? I was being ironic.
That's a terrible idea.
172
00:07:54,307 --> 00:07:56,508
Let's just stop
and figure this out.
173
00:07:56,543 --> 00:07:59,978
Vilgax:
It is no use hiding, boy.
174
00:08:00,013 --> 00:08:02,614
Don't worry.
I got this.
175
00:08:02,649 --> 00:08:11,956
♪♪
176
00:08:11,991 --> 00:08:17,962
♪♪
177
00:08:17,997 --> 00:08:20,331
Hold on. Don't know
if this is a good idea.
178
00:08:20,366 --> 00:08:22,967
-I've got a robot to beat!
-What are you doing?
179
00:08:23,002 --> 00:08:27,005
-And you've got a race to win!
-Ben, don't...Aah!
180
00:08:28,508 --> 00:08:31,476
Back for another
lesson in pain?
181
00:08:31,511 --> 00:08:34,145
I think
I'm ready to share.
182
00:08:34,180 --> 00:08:36,347
Accept the energy flow.
183
00:08:36,382 --> 00:08:39,717
Huh? Oh, come on, Ben.
Just listen.
184
00:08:39,752 --> 00:08:43,488
Focus, mind,Fulmini, see, weapon.
185
00:08:43,523 --> 00:08:46,724
A weapon?
Uh, okay.
186
00:08:46,759 --> 00:08:48,760
How about this?
187
00:08:51,197 --> 00:08:54,332
Oh, come on.
I did what you told me.
188
00:08:54,367 --> 00:08:55,400
Help me out here.
189
00:08:55,435 --> 00:08:58,069
Who are you talking to?
190
00:08:58,104 --> 00:09:00,338
Ah! Shh, shh.
191
00:09:00,373 --> 00:09:02,540
Where are you, voices?
Hello?
192
00:09:02,575 --> 00:09:05,843
You can do better,more destructive.
193
00:09:05,878 --> 00:09:09,714
Ah, there you are.
More destructive?
194
00:09:12,885 --> 00:09:15,353
[ Laughs ]
Whoo!
195
00:09:15,388 --> 00:09:16,754
Yes, yes.
196
00:09:16,789 --> 00:09:18,923
Let the energy flow.
-Let the energy flow.
197
00:09:18,958 --> 00:09:23,261
Fool, you have no idea
what you're toying with.
198
00:09:23,296 --> 00:09:25,196
Wow, looks like someone
is trying talk his way
199
00:09:25,231 --> 00:09:27,365
out of a beatdown!
200
00:09:27,400 --> 00:09:35,039
♪♪
201
00:09:35,074 --> 00:09:42,547
♪♪
202
00:09:42,582 --> 00:09:43,881
Oh, no, you don't.
203
00:09:43,916 --> 00:09:46,551
You're not escaping
this city
204
00:09:46,586 --> 00:09:48,920
until I get to brag
about winning.
205
00:09:52,291 --> 00:09:55,226
Ha, I told you
I'd beat you.
206
00:09:55,261 --> 00:09:58,463
Whoa.
You really did hate it.
207
00:09:58,498 --> 00:10:02,000
Fine by me.
Time to end this.
208
00:10:06,839 --> 00:10:08,239
Uh! Uh!
209
00:10:08,274 --> 00:10:11,809
-Oh, gosh, Ben!
-Right behind you, Gwen!
210
00:10:11,844 --> 00:10:13,745
[ Coughs ]
211
00:10:13,780 --> 00:10:15,913
All right.
Who do we have this time?
212
00:10:15,948 --> 00:10:19,250
Not really Animo's style.
Steam Smythe?
213
00:10:19,285 --> 00:10:21,586
Zombozo? Huh?
214
00:10:21,621 --> 00:10:24,455
Oh, wait, duh!
Vilgax.
215
00:10:24,490 --> 00:10:26,090
Should have known
from the tentacles.
216
00:10:26,125 --> 00:10:29,293
Can't get enough
of a Ben beatdown, can you?
217
00:10:29,328 --> 00:10:30,995
Imprison the Chimeran,quickly!
218
00:10:31,030 --> 00:10:33,431
A lightning cell.
-Right, yeah.
219
00:10:33,466 --> 00:10:35,800
Okay, got to get him
out of there.
220
00:10:38,304 --> 00:10:41,105
-What? Oh!
-Whoa!
221
00:10:41,140 --> 00:10:43,608
You captured Vilgax
with an energy cage?
222
00:10:43,643 --> 00:10:45,343
I didn't know
you could do that.
223
00:10:45,378 --> 00:10:46,944
Oh, neither did I.
224
00:10:46,979 --> 00:10:49,313
I should have listened
to these voices a lot sooner.
225
00:10:49,348 --> 00:10:52,684
Okay, voices, now that I have
an intergalactic super-villain
226
00:10:52,719 --> 00:10:55,286
as my prisoner,
what do I do with him?
227
00:10:55,321 --> 00:10:58,156
Voices?
228
00:10:58,191 --> 00:11:02,460
I wouldn't look for
answers from them, boy.
229
00:11:02,495 --> 00:11:05,630
They are not a source
of newfound power.
230
00:11:05,665 --> 00:11:09,901
They are a harbinger
of your doom.
231
00:11:13,506 --> 00:11:18,676
♪♪
232
00:11:18,711 --> 00:11:21,179
Gwen:
Where are you, Ben?
233
00:11:26,719 --> 00:11:29,687
Uh, nice Shock Rock
friends there, Ben.
234
00:11:29,722 --> 00:11:31,022
[ Laughs nervously ]
235
00:11:31,057 --> 00:11:34,025
We are not friends.
We are the Fulmini!
236
00:11:36,028 --> 00:11:37,528
Let's go.
Are you okay?
237
00:11:37,563 --> 00:11:39,831
I think Shock Rock
tried to attack me.
238
00:11:39,866 --> 00:11:41,032
What? No, I didn't.
239
00:11:41,067 --> 00:11:43,334
Uh, not you,
I mean, the Fulmini.
240
00:11:43,369 --> 00:11:45,737
I'll give them a full kick
in the butt with Shock...
241
00:11:45,772 --> 00:11:48,673
Wait. What's happening?
Aah!
242
00:11:48,708 --> 00:11:50,842
Get off, get off,
get off, get off! Aah!
243
00:11:50,877 --> 00:11:53,378
You can't escape fate.
244
00:11:57,416 --> 00:12:00,852
What?
I just have to break free.
245
00:12:00,887 --> 00:12:03,054
Welcome to your fate.
246
00:12:04,290 --> 00:12:06,924
Shock Rock, what's going on?
247
00:12:06,959 --> 00:12:08,226
Hey, let go!
248
00:12:08,261 --> 00:12:12,397
-Ben, stop!
-What? What's happening?
249
00:12:13,766 --> 00:12:16,768
Aah!
Yuck.
250
00:12:16,803 --> 00:12:18,269
-Nightmare?
-Uh, no.
251
00:12:18,304 --> 00:12:20,037
What makes you say that?
252
00:12:20,072 --> 00:12:21,105
Waking up screaming,
253
00:12:21,140 --> 00:12:23,074
looking like
you just ran a marathon.
254
00:12:23,109 --> 00:12:25,910
I was celebrating
finally nabbing Vilgax.
255
00:12:25,945 --> 00:12:28,480
I'm a champion
even when I sleep.
256
00:12:30,950 --> 00:12:32,383
Are you sure
you're okay?
257
00:12:32,418 --> 00:12:34,552
Sure, I'm sure.
Never felt better.
258
00:12:34,587 --> 00:12:37,421
I mean, what are you,
the dream police?
259
00:12:37,456 --> 00:12:39,423
You shouldn't keep secrets,
you know?
260
00:12:39,458 --> 00:12:41,125
I'm not.
Just do me a favor
261
00:12:41,160 --> 00:12:43,227
and don't mention this
to Grandpa Max.
262
00:12:43,262 --> 00:12:47,131
-Wakey, wakey. Eggs and bakey.
-Go away, human!
263
00:12:47,166 --> 00:12:50,468
So they got Denver omelets
where you come from?
264
00:12:50,503 --> 00:12:53,437
-Well, obviously not.
-Uh, sorry, what was that?
265
00:12:53,472 --> 00:12:55,807
Where I come from,
we'd be serving you
266
00:12:55,842 --> 00:12:57,608
for breakfast, old man!
267
00:12:57,643 --> 00:13:00,745
Oh, wow! Your planet
has breakfast, too.
268
00:13:00,780 --> 00:13:03,648
Hmm. Whoa!
Hope you like them well done.
269
00:13:03,683 --> 00:13:06,250
You don't look like
you slept well.
270
00:13:06,285 --> 00:13:09,253
Me? You're the one who spent
the night in a cage.
271
00:13:09,288 --> 00:13:11,155
Go ahead
and mock me, boy.
272
00:13:11,190 --> 00:13:13,291
Luck brought you
the Omnitrix,
273
00:13:13,326 --> 00:13:15,293
but you're
dangerously close
274
00:13:15,328 --> 00:13:17,295
to squandering
that fortune.
275
00:13:17,330 --> 00:13:20,264
Quite the predicament
you've put yourself in.
276
00:13:20,299 --> 00:13:24,769
Tell me, have the Fulmini
caught you yet?
277
00:13:24,804 --> 00:13:26,304
[ Laughing evilly ]
278
00:13:26,339 --> 00:13:29,273
-Fulmini?
-What's the matter?
279
00:13:29,308 --> 00:13:31,275
Did I strike a nerve?
280
00:13:31,310 --> 00:13:34,278
-What is he talking about?
-Who knows?
281
00:13:34,313 --> 00:13:35,680
Okay, time for
a Tennyson huddle.
282
00:13:35,715 --> 00:13:37,448
What are we going
to do with Vilgax?
283
00:13:37,483 --> 00:13:38,783
We can't keep him in a tank,
284
00:13:38,818 --> 00:13:40,351
feeding him squiddles
and bits forever.
285
00:13:40,386 --> 00:13:43,154
We could turn him
over to the police.
286
00:13:45,992 --> 00:13:48,626
Mm, I doubt there's a prison
on Earth that could hold him.
287
00:13:48,661 --> 00:13:50,995
Well, we can't put him
on our team.
288
00:13:51,030 --> 00:13:54,465
[ Both screaming ]
289
00:13:54,500 --> 00:13:56,167
Yeah, we're not
gonna do that.
290
00:13:56,202 --> 00:13:57,835
We can't just
set him free.
291
00:13:57,870 --> 00:14:00,338
-We can't set him free.
-That's what I just said.
292
00:14:00,373 --> 00:14:02,673
-No, I mean we literally can't.
-What?
293
00:14:02,708 --> 00:14:04,041
I don't know how.
294
00:14:04,076 --> 00:14:05,877
The cage didn't go away
when Shock Rock timed out.
295
00:14:05,912 --> 00:14:08,379
As long as we're stuck with it,
we're stuck with him.
296
00:14:08,414 --> 00:14:11,716
You fool, that's part
of their plan.
297
00:14:11,751 --> 00:14:12,917
Whose plan?
298
00:14:12,952 --> 00:14:15,820
Ha-ha, there's no reason
to worry about that.
299
00:14:15,855 --> 00:14:20,324
Like I always say, "An alien
problem has an alien solution."
300
00:14:20,359 --> 00:14:22,326
You have never
said that before.
301
00:14:22,361 --> 00:14:24,362
I know just the guy for the job.
302
00:14:26,365 --> 00:14:29,200
Uh, on second thought,
brains over brawn.
303
00:14:29,235 --> 00:14:38,910
♪♪
304
00:14:38,945 --> 00:14:48,686
♪♪
305
00:14:48,721 --> 00:14:58,229
♪♪
306
00:14:58,264 --> 00:15:08,039
♪♪
307
00:15:08,074 --> 00:15:17,548
♪♪
308
00:15:17,583 --> 00:15:20,751
Ugh, all right.
Three down, six to go.
309
00:15:20,786 --> 00:15:22,053
Don't you mean seven?
310
00:15:22,088 --> 00:15:24,055
What?
Yeah, that's what I said.
311
00:15:24,090 --> 00:15:25,122
I'll see if the Internet
312
00:15:25,157 --> 00:15:26,624
has anything
to say about this.
313
00:15:26,659 --> 00:15:28,559
[ Groans ]
314
00:15:28,594 --> 00:15:31,562
Ben?
315
00:15:31,597 --> 00:15:33,731
Hey, didn't there
used to be
316
00:15:33,766 --> 00:15:35,766
a lot more giant robot
there last night?
317
00:15:35,801 --> 00:15:38,903
What? Hey, jailbird!
Where's the robot?
318
00:15:38,938 --> 00:15:41,405
I've been trapped in here
this whole time.
319
00:15:41,440 --> 00:15:42,940
What was it,
remote control,
320
00:15:42,975 --> 00:15:44,408
autopilot?
Spill it.
321
00:15:44,443 --> 00:15:46,911
Max: Kids, was the power
out when you were in here?
322
00:15:46,946 --> 00:15:48,279
You two didn't happen
to do anything
323
00:15:48,314 --> 00:15:49,480
with the battery,
right?
324
00:15:49,515 --> 00:15:51,649
-What was that about?
-I bet you know.
325
00:15:51,684 --> 00:15:54,285
I'm sure
the industrious sleepwalker
326
00:15:54,320 --> 00:15:55,786
has a much better idea.
327
00:15:55,821 --> 00:15:58,589
-Wait, what?
-It's gone, the battery.
328
00:15:58,624 --> 00:16:00,925
I have no idea
what happened to it.
329
00:16:00,960 --> 00:16:03,127
[ Indistinct conversations ]
330
00:16:03,162 --> 00:16:04,929
What's going on here?
331
00:16:04,964 --> 00:16:06,464
-Ben?
-Vilgax?
332
00:16:06,499 --> 00:16:09,166
[ Groans ]
Okay, let's see.
333
00:16:09,201 --> 00:16:11,469
Vilgax playing coy, creepy.
334
00:16:11,504 --> 00:16:14,972
Missing robot, double creepy,
and now the Rustbucket.
335
00:16:15,007 --> 00:16:17,108
Something is up.
I can feel it.
336
00:16:17,143 --> 00:16:19,810
Uh, Ben,
what are you drawing?
337
00:16:19,845 --> 00:16:20,945
Huh?
338
00:16:20,980 --> 00:16:28,352
♪♪
339
00:16:28,387 --> 00:16:29,787
Ben: What is this?
340
00:16:29,822 --> 00:16:33,824
As I said before,
it's fate.
341
00:16:33,859 --> 00:16:35,860
I have to go hero.
342
00:16:35,895 --> 00:16:40,999
Uh, I'm losing it.
I'm losing it. Stay back!
343
00:16:44,236 --> 00:16:48,006
-Fate, fate, fate, fate.
-Whoa!
344
00:16:52,211 --> 00:16:53,978
Aah! [ Coughs ]
I was already awake.
345
00:16:54,013 --> 00:16:55,312
Oh, sorry about that.
346
00:16:55,347 --> 00:16:57,481
What are we doing out here?
What time is it?
347
00:16:57,516 --> 00:17:00,184
3:00 a.m. You were
sleep aliening as Shock Rock.
348
00:17:00,219 --> 00:17:01,485
Sleep aliening?
349
00:17:01,520 --> 00:17:03,487
Please tell me
I didn't break anything.
350
00:17:03,522 --> 00:17:05,389
So, um, not exactly,
351
00:17:05,424 --> 00:17:09,060
but you have been
building something.
352
00:17:09,095 --> 00:17:12,663
I built that?
Are you sure?
353
00:17:12,698 --> 00:17:14,498
I saw you starting
to move the robot parts,
354
00:17:14,533 --> 00:17:16,200
so I decided
to keep an eye on you.
355
00:17:16,235 --> 00:17:17,701
Because that's not creepy.
356
00:17:17,736 --> 00:17:19,370
You zombie off
to build this thing,
357
00:17:19,405 --> 00:17:21,338
and I'm the creepy one?
358
00:17:21,373 --> 00:17:23,074
Come on, Ben.
What's wrong?
359
00:17:23,109 --> 00:17:26,677
[ Sighs ] Okay, I'll tell you,
but you have to promise
360
00:17:26,712 --> 00:17:29,013
not to say anything
to Grandpa Max.
361
00:17:29,048 --> 00:17:31,549
So it started when I tuned
in to those voices.
362
00:17:31,584 --> 00:17:33,551
You aren't still
listening to them, are you?
363
00:17:33,586 --> 00:17:35,586
What?
They helped me last time.
364
00:17:35,621 --> 00:17:37,555
Helped us
get into this mess.
365
00:17:37,590 --> 00:17:41,058
Ugh, which I was
about to clean up.
366
00:17:41,093 --> 00:17:43,061
Ow, what's that about?
Aah!
367
00:17:49,902 --> 00:17:51,235
What's it doing?
368
00:17:51,270 --> 00:17:52,703
Cleaning up junk.
369
00:17:52,738 --> 00:17:55,706
Maybe my subconscious
wanted to help me do chores.
370
00:17:55,741 --> 00:17:58,076
[ Electricity crackling ]
371
00:18:07,453 --> 00:18:08,986
[ Both scream ]
372
00:18:11,624 --> 00:18:14,225
Gwen, are you okay?
-I'm fine.
373
00:18:14,260 --> 00:18:16,460
Going alien would be nice,
though, soon.
374
00:18:16,495 --> 00:18:18,562
-Right.
-Fate.
375
00:18:18,597 --> 00:18:19,730
Ben!
376
00:18:19,765 --> 00:18:28,405
♪♪
377
00:18:28,440 --> 00:18:29,640
Hey, Junkbot!
378
00:18:29,675 --> 00:18:32,443
That's no way
to treat your maker!
379
00:18:32,478 --> 00:18:34,979
Take that, you heap of...
Oh!
380
00:18:38,784 --> 00:18:39,783
Oh...
381
00:18:39,818 --> 00:18:41,418
Ben, Gwen,
what's going on?
382
00:18:41,453 --> 00:18:43,754
Grandpa, I didn't...
383
00:18:43,789 --> 00:18:46,524
Ah, you know me.
I built that.
384
00:18:48,327 --> 00:18:49,793
I'm sorry?
385
00:18:49,828 --> 00:18:52,263
It's okay, Ben.
We've got more pressing issues.
386
00:18:52,298 --> 00:18:53,797
How about you
make up for it
387
00:18:53,832 --> 00:18:55,833
by trashing
this thing quick?
388
00:18:59,972 --> 00:19:02,473
I won't let you mess
with my family.
389
00:19:05,211 --> 00:19:08,546
Whew! How does Ben
have energy to do this?
390
00:19:09,848 --> 00:19:11,849
She goes down center lane.
Strike!
391
00:19:11,884 --> 00:19:15,019
Good thing you're bad
at building robots, Ben.
392
00:19:18,824 --> 00:19:21,826
Aww, need a bandage
for your cut?
393
00:19:24,063 --> 00:19:26,497
[ Both scream ]
394
00:19:30,002 --> 00:19:31,502
Whoa!
395
00:19:33,038 --> 00:19:34,805
It's evolving itself.
396
00:19:34,840 --> 00:19:37,508
Not if I have anything
to say about it.
397
00:19:37,543 --> 00:19:39,977
Have a taste
of this special move!
398
00:19:40,012 --> 00:19:42,180
Non-stop drill top!
399
00:19:46,852 --> 00:19:49,853
Sorry I had to split you up,
but you've been a bad robot.
400
00:19:49,888 --> 00:19:51,088
Aw, yeah!
401
00:19:56,262 --> 00:19:58,329
Are you kidding me?
402
00:19:58,364 --> 00:20:01,498
Okay, so back for seconds?
Two can play that game.
403
00:20:01,533 --> 00:20:03,067
Oh!
404
00:20:03,102 --> 00:20:04,702
Huh? He just timed me out.
405
00:20:04,737 --> 00:20:07,004
If only Ben had
an alien strong enough
406
00:20:07,039 --> 00:20:07,871
to beat that thing.
407
00:20:07,906 --> 00:20:10,207
Wait a second.
Maybe I do.
408
00:20:10,242 --> 00:20:12,210
Ben, where are you going?
409
00:20:14,046 --> 00:20:16,180
Don't even think about it,
Tennyson!
410
00:20:16,215 --> 00:20:17,715
Already did.
411
00:20:17,750 --> 00:20:19,850
I don't know what mind games
you're trying to play here,
412
00:20:19,885 --> 00:20:22,386
but you better not
make me regret this.
413
00:20:22,421 --> 00:20:29,059
♪♪
414
00:20:29,094 --> 00:20:31,695
This is exactly
what the Fulmini want!
415
00:20:31,730 --> 00:20:34,899
Listen to me! You're only
going to let them in!
416
00:20:36,135 --> 00:20:40,070
It knows you're one of them.
Get out of here before it's...
417
00:20:40,105 --> 00:20:43,374
Sorry, Vilgax.
No time for that now.
418
00:20:43,409 --> 00:20:46,577
You're coming out of that box,
whether you like it or not.
419
00:20:48,113 --> 00:20:49,747
Tennyson, you fool!
420
00:20:49,782 --> 00:20:52,449
Wow! Actually,
this is awesome.
421
00:20:52,484 --> 00:20:54,551
I feel like a whole new
Shock Rock.
422
00:20:54,586 --> 00:20:57,388
I bet I don't even need
your help anymore.
423
00:20:57,423 --> 00:21:00,791
What? Since when can Shock Rock
make energy beams?
424
00:21:00,826 --> 00:21:05,263
Whoo! Ha ha, time to take this
power-up for a test run!
425
00:21:06,432 --> 00:21:07,898
I'll hold it off.
426
00:21:07,933 --> 00:21:09,733
Just get as far away
as you can.
427
00:21:09,768 --> 00:21:11,101
Like I'm falling
for that.
428
00:21:11,136 --> 00:21:13,904
You just don't want to deal
with Turbo-Shock Rock
429
00:21:13,939 --> 00:21:18,609
when I'm finished taking care of
business with this scorpion bot!
430
00:21:18,644 --> 00:21:21,145
No way you're
coming back after this!
431
00:21:24,483 --> 00:21:26,817
Uh, okay. This isn't working.
432
00:21:26,852 --> 00:21:30,988
Quit sucking up my energy!
433
00:21:31,023 --> 00:21:33,291
Let go of me!
434
00:21:35,461 --> 00:21:36,694
Ugh.
435
00:21:41,967 --> 00:21:43,668
No!
436
00:21:52,311 --> 00:21:54,278
It's too late!
437
00:21:54,313 --> 00:21:56,814
Aah!
438
00:21:57,649 --> 00:22:00,284
-Ben!
-What's going on?
439
00:22:00,319 --> 00:22:02,786
The Omnitrix!
-That doesn't look good.
440
00:22:02,821 --> 00:22:05,989
I bet Vilgax knows
something about this.
441
00:22:06,024 --> 00:22:08,826
[ Grunting ]
442
00:22:08,861 --> 00:22:10,494
Vilgax, what happened...
443
00:22:10,529 --> 00:22:12,996
I'll tell you
what happened here, boy.
444
00:22:13,031 --> 00:22:16,033
You just told the Fulmini
where you live,
445
00:22:16,068 --> 00:22:20,004
and now they're
coming to find you.
446
00:22:24,510 --> 00:22:26,810
Like I'm supposed to believe
your squid face.
447
00:22:26,845 --> 00:22:28,712
You've been trying
to destroy me all summer.
448
00:22:28,747 --> 00:22:31,148
Insult me
if you wish, child.
449
00:22:31,183 --> 00:22:32,383
You doomed this planet
450
00:22:32,418 --> 00:22:34,385
just as I always
said you would.
451
00:22:34,420 --> 00:22:35,986
But I don't even know
what I did.
452
00:22:36,021 --> 00:22:38,689
Is the Omnitrix about
to explode or something?
453
00:22:38,724 --> 00:22:40,491
Ha!
454
00:22:40,526 --> 00:22:44,027
To save this planet, child,
you don't take it off.
455
00:22:44,062 --> 00:22:45,729
You go inside it.
456
00:22:45,764 --> 00:22:49,666
Inside the Omnitrix?
Now I know you're lying.
457
00:22:49,701 --> 00:22:53,036
The signal released by that heap
of rampaging refuse
458
00:22:53,071 --> 00:22:54,671
established a gateway.
459
00:22:54,706 --> 00:22:57,040
A gateway through
which the most unstoppable army
460
00:22:57,075 --> 00:23:01,879
in the cosmos will invade Earth,
the Fulmini Empire!
461
00:23:01,914 --> 00:23:03,747
Fulmini?
What is that, Italian?
462
00:23:03,782 --> 00:23:05,516
Is that supposed
to make me nervous?
463
00:23:05,551 --> 00:23:07,418
It only makes me hungry.
464
00:23:08,253 --> 00:23:10,687
Guys, Earth doomed,
remember?
465
00:23:10,722 --> 00:23:13,390
Right. So what does this
Fettuccine Empire
466
00:23:13,425 --> 00:23:15,759
have to do with my watch
going all weird?
467
00:23:15,794 --> 00:23:17,227
Fulmini!
468
00:23:17,262 --> 00:23:19,363
It's the real name
of the alien race
469
00:23:19,398 --> 00:23:20,697
you call Shock Rock.
470
00:23:20,732 --> 00:23:24,034
The gateway you opened
is inside the Omnitrix.
471
00:23:24,069 --> 00:23:25,402
Inside?
472
00:23:25,437 --> 00:23:27,037
Well, they got to be tiny.
They try to get out,
473
00:23:27,072 --> 00:23:29,440
I'll just go Four Arms
and squash them!
474
00:23:29,475 --> 00:23:32,910
Fool! They are
an energy-based species!
475
00:23:32,945 --> 00:23:35,579
Once they escape
the confines of your watch,
476
00:23:35,614 --> 00:23:37,881
they will use the Earth
against itself.
477
00:23:37,916 --> 00:23:41,618
They must be stopped before
they set foot on solid ground.
478
00:23:41,653 --> 00:23:44,254
Tennyson family, huddle.
What should I do?
479
00:23:44,289 --> 00:23:46,557
I can't trust Vilgax.
He's Vilgax.
480
00:23:46,592 --> 00:23:48,559
There's an old Italian
saying, Ben,
481
00:23:48,594 --> 00:23:51,428
"Keep your friends close
and your enemies closer."
482
00:23:51,463 --> 00:23:52,896
You know
what that means?
483
00:23:52,931 --> 00:23:54,431
That you're still thinking
about Italian food?
484
00:23:54,466 --> 00:23:55,632
Yes, but also...
485
00:23:55,667 --> 00:23:58,602
Look,
Vilgax is our enemy.
486
00:23:58,637 --> 00:23:59,636
Grr!
487
00:23:59,671 --> 00:24:01,972
These Fulmini
are our enemy, too,
488
00:24:02,007 --> 00:24:04,942
but they're also
Vilgax's enemy.
489
00:24:04,977 --> 00:24:08,245
And the enemy
of your enemy is?
490
00:24:08,280 --> 00:24:09,746
Ben: My frenemy?
491
00:24:09,781 --> 00:24:11,482
What if this is just
another one of his schemes
492
00:24:11,517 --> 00:24:14,485
to get his tentacles
on my watch?
493
00:24:14,520 --> 00:24:15,986
We need his help.
494
00:24:16,021 --> 00:24:18,455
Why does he care about
this planet all of a sudden?
495
00:24:18,490 --> 00:24:21,658
I don't. However,
the fate of the universe,
496
00:24:21,693 --> 00:24:24,761
and more importantly
the Omnitrix, are at stake.
497
00:24:24,796 --> 00:24:26,997
I know the device
better than anyone.
498
00:24:27,032 --> 00:24:30,467
I am the only one
who can stop this invasion.
499
00:24:30,502 --> 00:24:34,004
Fine, but you better
be telling the truth, or else.
500
00:24:34,039 --> 00:24:37,808
Yeah, and we'll stand guard.
If anyone other than my cousin
501
00:24:37,843 --> 00:24:39,309
comes back out safe
and sound...
502
00:24:39,344 --> 00:24:42,446
There will be calamari
on the menu.
503
00:24:42,481 --> 00:24:44,481
Uh, sorry, still got
Italian food on the brain.
504
00:24:44,516 --> 00:24:46,783
If you are finished
with your threats,
505
00:24:46,818 --> 00:24:49,286
the Omnitrix,
if you please.
506
00:24:49,321 --> 00:24:58,295
♪♪
507
00:24:58,330 --> 00:25:00,464
Hey!
What are you doing?
508
00:25:00,499 --> 00:25:03,200
Your feeble mind
wouldn't understand.
509
00:25:03,235 --> 00:25:06,003
No,
but I know who would.
510
00:25:06,038 --> 00:25:07,137
[ Grunts ]
511
00:25:07,172 --> 00:25:14,545
♪♪
512
00:25:14,580 --> 00:25:17,681
-May I continue?
-Be my guest.
513
00:25:17,716 --> 00:25:21,985
Now be still while I activate
the transport access portal.
514
00:25:22,020 --> 00:25:23,320
Ah, I see.
515
00:25:23,355 --> 00:25:25,689
Built in for maintenance
of the device. How clever.
516
00:25:25,724 --> 00:25:28,158
I must say,
transport access panel
517
00:25:28,193 --> 00:25:29,560
is a bit of a mouthful.
518
00:25:29,595 --> 00:25:31,895
You might consider
using the acronym TAP,
519
00:25:31,930 --> 00:25:34,064
as in tap, tap,
tapping at the door.
520
00:25:34,099 --> 00:25:36,233
Although, I do have
security concerns.
521
00:25:36,268 --> 00:25:38,535
Whoa!
What are you doing?
522
00:25:38,570 --> 00:25:40,538
Tap, tap, tap.
523
00:25:44,543 --> 00:25:46,376
Well, I'll be
in the Rustbucket.
524
00:25:46,411 --> 00:25:48,412
The Rustbucket?
For what?
525
00:25:48,447 --> 00:25:49,913
Gonna make some pasta.
526
00:25:49,948 --> 00:25:53,517
Something tells me
it's gonna be a long night.
527
00:25:53,552 --> 00:25:57,755
I guess I'll, uh,
wait here.
528
00:25:59,424 --> 00:26:00,557
[ Groans ]
529
00:26:00,592 --> 00:26:03,260
Your resilience
is impressive.
530
00:26:03,295 --> 00:26:04,528
[ Groans ]
531
00:26:04,563 --> 00:26:05,729
Get up, Tennyson!
532
00:26:05,764 --> 00:26:09,533
That felt weird.
Where are we?
533
00:26:09,568 --> 00:26:11,902
We're inside
the loading chamber.
534
00:26:11,937 --> 00:26:14,871
Loading chamber?
Inside the Omnitrix?
535
00:26:14,906 --> 00:26:17,407
This is where the aliens'
genetic materials
536
00:26:17,442 --> 00:26:20,577
combine with your inferior
human DNA.
537
00:26:20,612 --> 00:26:24,448
So that's XLR8,
Heatblast, Diamondhead.
538
00:26:24,483 --> 00:26:26,049
Wait, what's up
with that one?
539
00:26:26,084 --> 00:26:29,453
It should be Upgrade,
but it's full of the Shock Rock
540
00:26:29,488 --> 00:26:32,623
or Fulmin --
whatever-you-call-it energy.
541
00:26:32,658 --> 00:26:35,993
Strange, very strange.
542
00:26:37,996 --> 00:26:41,264
Speaking of strange,
how did you know about the TAP?
543
00:26:41,299 --> 00:26:43,934
There are many things
I know about the Omnitrix
544
00:26:43,969 --> 00:26:46,136
that you are unaware of,
Tennyson,
545
00:26:46,171 --> 00:26:48,105
and I will not bother
explaining.
546
00:26:48,140 --> 00:26:50,907
To wit, we will never
stop this invasion
547
00:26:50,942 --> 00:26:52,743
if you question me
at every turn!
548
00:26:52,778 --> 00:26:55,980
Well, excuse me!
You've only been trying to --
549
00:27:00,152 --> 00:27:02,319
Transform, Tennyson!
550
00:27:02,354 --> 00:27:04,254
Transform? How?
551
00:27:04,289 --> 00:27:05,956
No watch, remember?
552
00:27:08,160 --> 00:27:10,160
The Omnitrix is keyed
to your DNA.
553
00:27:10,195 --> 00:27:12,830
Make contact
with one of the pods.
554
00:27:14,966 --> 00:27:17,868
Whoa, it's all gooey.
555
00:27:21,306 --> 00:27:22,806
Sweet.
556
00:27:25,844 --> 00:27:29,146
Ha, knocked their energy
right out of their shells.
557
00:27:29,181 --> 00:27:32,449
You're welcome.
-We're hardly done here.
558
00:27:32,484 --> 00:27:35,819
Chillax, Villy-willy.
We got this.
559
00:27:35,854 --> 00:27:39,056
You chill, axe!
560
00:27:44,496 --> 00:27:47,331
I can do this all...
Uh-oh.
561
00:27:50,035 --> 00:27:53,203
Hey, Cannonbolt.
He'd be useful right now.
562
00:27:54,706 --> 00:27:57,041
Oh, watch it, Tennyson!
563
00:27:58,877 --> 00:28:01,178
Sorry, Gax-man.
You just got to keep up.
564
00:28:11,423 --> 00:28:15,192
Wapow! Wapow!
Wapow-pow-pow. Whoops.
565
00:28:15,227 --> 00:28:19,196
Enough!
We're getting nowhere like this.
566
00:28:19,231 --> 00:28:25,869
♪♪
567
00:28:25,904 --> 00:28:29,840
Maybe you need
to get out of my way.
568
00:28:29,875 --> 00:28:33,677
I'm doing fine
without much help from you.
569
00:28:33,712 --> 00:28:35,879
You feeling lucky, punks?
570
00:28:35,914 --> 00:28:39,349
Pew-pew, pew-pew,
pew, pew, pew, pew, pew!
571
00:28:39,384 --> 00:28:43,553
You're fighting
like a brash child!
572
00:28:43,588 --> 00:28:45,021
Look what you've done.
573
00:28:45,056 --> 00:28:47,390
That will be the first
of millions of Fulmini
574
00:28:47,425 --> 00:28:50,527
to invade your planet
unless we succeed.
575
00:28:50,562 --> 00:28:53,931
I hope Gwen and Grandpa
make a better team than we do.
576
00:28:55,734 --> 00:28:58,268
First course, abbondanza!
577
00:29:01,573 --> 00:29:02,940
Ben?
578
00:29:03,909 --> 00:29:06,409
-I don't think that's Ben.
-[ Growls ]
579
00:29:06,444 --> 00:29:08,412
It's definitely not Ben.
580
00:29:11,783 --> 00:29:13,117
Oh, boy.
581
00:29:13,919 --> 00:29:17,387
Will they ever
stop coming?
582
00:29:17,422 --> 00:29:21,258
We need to push
the Fulmini back...
583
00:29:21,293 --> 00:29:22,559
[ Grunting ]
584
00:29:22,594 --> 00:29:24,427
...and lock down
this chamber.
585
00:29:24,462 --> 00:29:25,929
Lock down the chamber?
586
00:29:25,964 --> 00:29:29,065
But then I won't have
access to the DNA pods.
587
00:29:29,100 --> 00:29:31,935
I'll just be...
-Useless, as usual.
588
00:29:31,970 --> 00:29:36,072
Man, I really hate
this guy.
589
00:29:36,107 --> 00:29:38,408
There's got to
be another way.
590
00:29:38,443 --> 00:29:42,112
I always knew you were too
childish to do the smart thing,
591
00:29:42,147 --> 00:29:44,748
but know I realize
you're also too selfish
592
00:29:44,783 --> 00:29:47,083
to do the right thing.
593
00:29:47,118 --> 00:29:49,653
Your Earth is at stake!
594
00:29:49,688 --> 00:29:51,254
Fine!
595
00:29:51,289 --> 00:29:53,023
[ Grunts ]
596
00:29:55,293 --> 00:29:56,460
Come!
597
00:30:02,133 --> 00:30:04,301
No one is getting back
in there now.
598
00:30:04,336 --> 00:30:05,702
Let's go.
599
00:30:06,838 --> 00:30:10,273
Now what?
600
00:30:10,308 --> 00:30:11,474
We find the portal,
601
00:30:11,509 --> 00:30:13,810
the breach where
the Fulmini are entering.
602
00:30:13,845 --> 00:30:16,146
We must simply choose
the right path.
603
00:30:16,181 --> 00:30:18,982
Just pick one.
Watch me.
604
00:30:20,552 --> 00:30:22,619
Uh, nope, not that way.
605
00:30:22,654 --> 00:30:23,820
[ Pants ]
606
00:30:23,855 --> 00:30:25,989
Ee! Oh! Oh!
607
00:30:28,193 --> 00:30:31,461
Oh! No good.
608
00:30:31,496 --> 00:30:33,129
We may have a problem.
609
00:30:33,164 --> 00:30:35,966
We're too late.
They'll overrun us soon.
610
00:30:36,001 --> 00:30:37,300
Aw, you big wimp.
611
00:30:37,335 --> 00:30:40,203
You know what I say?
More for the barbecue.
612
00:30:40,238 --> 00:30:42,706
Ah, great,
I made myself hungry again.
613
00:30:42,741 --> 00:30:44,674
Stop. You'll set off
614
00:30:44,709 --> 00:30:48,178
the Omnitrix's
security protocols.
615
00:30:48,213 --> 00:30:49,312
So?
616
00:30:49,347 --> 00:30:50,347
They'll destroy us
617
00:30:50,382 --> 00:30:52,048
before the Fulmini
get a chance to.
618
00:30:52,083 --> 00:30:54,851
Hold them off
while I try something.
619
00:30:54,886 --> 00:30:58,822
Yah! Yah! Yah!
620
00:30:58,857 --> 00:31:00,056
Hack faster! Yah!
621
00:31:00,091 --> 00:31:02,158
Use some of your gross
face tentacles
622
00:31:02,193 --> 00:31:03,727
to push the buttons.
Yah!
623
00:31:03,762 --> 00:31:05,729
Don't distract me.
I'm almost there.
624
00:31:05,764 --> 00:31:09,366
Almost? Yah!
Give me a break!
625
00:31:09,401 --> 00:31:12,669
Ugh! Yah!
626
00:31:12,704 --> 00:31:15,372
Ha! See? I told you.
627
00:31:15,407 --> 00:31:18,108
You were saying?
628
00:31:22,714 --> 00:31:24,948
Foam? Big whoop.
629
00:31:30,255 --> 00:31:31,855
Bad foam.
630
00:31:31,890 --> 00:31:34,057
Hurry up, save us!
631
00:31:34,092 --> 00:31:35,392
Against
my better judgment,
632
00:31:35,427 --> 00:31:37,761
that is precisely
what I'm trying to do.
633
00:31:37,796 --> 00:31:40,097
Real mature, Vilgax.
634
00:31:42,600 --> 00:31:43,901
Anytime.
635
00:31:44,736 --> 00:31:46,970
Uh, after you.
636
00:31:52,243 --> 00:31:55,879
Whoa! Whoa!
Whoa! Whoa! Whoa!
637
00:31:55,914 --> 00:31:57,247
Aah!
638
00:31:57,282 --> 00:31:59,082
Ugh!
639
00:31:59,117 --> 00:32:03,253
Oh, why do trap doors always
lead to some crazy tube slide?
640
00:32:03,288 --> 00:32:05,588
Ugh!
641
00:32:05,623 --> 00:32:06,990
Ah-ha!
642
00:32:11,663 --> 00:32:14,230
Wowzers.
That's a lot of Fulmini.
643
00:32:14,265 --> 00:32:16,399
And they're entering
from that portal.
644
00:32:16,434 --> 00:32:17,934
Whoa.
645
00:32:17,969 --> 00:32:19,936
Whoa.
Oh, great.
646
00:32:19,971 --> 00:32:22,238
Now I'm totally useless.
647
00:32:22,273 --> 00:32:24,574
First intelligent thing
you've said all day.
648
00:32:24,609 --> 00:32:26,309
Ugh. Oh, yeah?
649
00:32:26,344 --> 00:32:28,812
Well, for an evil genius,
it sure took you long enough
650
00:32:28,847 --> 00:32:30,914
to finally open
that escape door.
651
00:32:30,949 --> 00:32:33,783
-I didn't open that door.
-What do you mean?
652
00:32:33,818 --> 00:32:35,251
If you didn't open it,
then who did?
653
00:32:35,286 --> 00:32:37,620
I thought you could use
a little help back there.
654
00:32:37,655 --> 00:32:42,425
Whoa!
Upgrade, is that you?
655
00:32:42,460 --> 00:32:44,995
Not quite.
656
00:32:45,030 --> 00:32:48,765
Call me Glitch.
657
00:32:48,800 --> 00:32:50,100
[ Laughs ]
Glitch, okay.
658
00:32:50,135 --> 00:32:51,601
Looks like Upgrade
with my head.
659
00:32:51,636 --> 00:32:53,937
What could possibly
be weird about that?
660
00:32:53,972 --> 00:32:58,808
I'm sure you have questions,
but for now...
661
00:32:58,843 --> 00:33:00,978
run.
662
00:33:05,350 --> 00:33:07,050
Ee!
663
00:33:10,155 --> 00:33:12,656
Next time,
look both ways.
664
00:33:14,392 --> 00:33:16,827
[ Growls ]
665
00:33:18,997 --> 00:33:21,965
Uh, Gwen, put the pedal
to the metal
666
00:33:22,000 --> 00:33:23,500
and get over here.
667
00:33:23,535 --> 00:33:25,135
Ben better hurry up.
668
00:33:25,170 --> 00:33:28,171
How long does it take to stop
an alien invasion, anyhow?
669
00:33:41,686 --> 00:33:42,685
We did it!
670
00:33:42,720 --> 00:33:44,187
Not so sure about that.
671
00:33:44,222 --> 00:33:47,924
Look. What in the world
is going on in there?
672
00:33:49,861 --> 00:33:51,561
Ben: Seriously,
how many Fulmini
673
00:33:51,596 --> 00:33:53,397
can fit inside
this dang watch?
674
00:33:57,102 --> 00:33:59,836
Ugh! Ugh!
675
00:33:59,871 --> 00:34:02,072
Hey.
Those are my moves.
676
00:34:02,107 --> 00:34:05,575
Silence, fool.
You're to blame for all this.
677
00:34:05,610 --> 00:34:07,710
How do you figure that,
fish head?
678
00:34:07,745 --> 00:34:09,379
Actually,
it's both your fault.
679
00:34:09,414 --> 00:34:10,513
Wait, what?
680
00:34:10,548 --> 00:34:12,348
When you two were battling,
681
00:34:12,383 --> 00:34:14,417
and Ben used Upgrade
to shut down the watch
682
00:34:14,452 --> 00:34:17,754
and reboot the system,
it caused a malfunction.
683
00:34:17,789 --> 00:34:21,024
A massive feedback loop
ravaged the in-system matrix,
684
00:34:21,059 --> 00:34:24,227
destroying Upgrade's DNA pod.
685
00:34:24,262 --> 00:34:28,098
To survive, the DNA fused
with a DNA chain from the host.
686
00:34:28,133 --> 00:34:31,067
Which host?
Whoa. You mean me?
687
00:34:31,102 --> 00:34:34,404
Glitch, at your service.
688
00:34:34,439 --> 00:34:36,606
Rah!
-Ugh! Whoa!
689
00:34:36,641 --> 00:34:38,575
How do the Fulmini
fit in?
690
00:34:38,610 --> 00:34:41,945
I was forced to replace the
destroyed pod with a new one.
691
00:34:41,980 --> 00:34:43,379
The Fulmini's abilities
692
00:34:43,414 --> 00:34:46,049
allowed it to absorb
the excess charge.
693
00:34:46,084 --> 00:34:48,418
That explains my upgrades.
694
00:34:50,922 --> 00:34:53,723
Unfortunately, there was
an unforeseen side effect.
695
00:34:53,758 --> 00:34:55,391
Every time
you accessed Shock Rock,
696
00:34:55,426 --> 00:34:57,560
it sent a signal pulse
back to its world.
697
00:34:57,595 --> 00:35:01,098
You mean, I was giving
those creeps directions?
698
00:35:07,105 --> 00:35:10,240
I tried my best, but something
circumvented my defenses,
699
00:35:10,275 --> 00:35:12,242
opening a portal
between our worlds.
700
00:35:12,277 --> 00:35:15,245
That machine I made
in my sleep!
701
00:35:15,280 --> 00:35:17,780
And now we're all going
to meet our doom,
702
00:35:17,815 --> 00:35:20,483
thanks to your foolishness.
703
00:35:20,518 --> 00:35:21,985
Hey.
Didn't you hear?
704
00:35:22,020 --> 00:35:24,087
If you hadn't been trying
to steal my Omnitrix,
705
00:35:24,122 --> 00:35:26,256
none of this would've happened.
-Enough.
706
00:35:26,291 --> 00:35:28,992
None of it matters
if we don't stop the invasion.
707
00:35:33,164 --> 00:35:36,132
Okay, fine.
How do we do that?
708
00:35:36,167 --> 00:35:37,167
Ugh.
709
00:35:37,202 --> 00:35:39,302
With you staying out
of our way.
710
00:35:41,206 --> 00:35:44,875
Omnitrix upgrade defense
mechanism initiated.
711
00:35:49,380 --> 00:35:50,780
Rah!
712
00:35:50,815 --> 00:35:53,449
Certainly an upgrade
over Tennyson.
713
00:35:53,484 --> 00:35:56,786
Oh, what? Now you're
stealing my jokes, too?
714
00:35:56,821 --> 00:35:58,454
The truth speaks for itself.
715
00:35:58,489 --> 00:36:00,957
Yeah. Well, your face
needs an upgrade.
716
00:36:00,992 --> 00:36:03,960
My patience with you
is wearing thin.
717
00:36:03,995 --> 00:36:06,796
Quiet, both of you.
Something is wrong.
718
00:36:06,831 --> 00:36:09,232
My internal meters
are spiking.
719
00:36:11,336 --> 00:36:14,470
We've got company,
powerful company.
720
00:36:14,505 --> 00:36:24,480
♪♪
721
00:36:24,515 --> 00:36:33,823
♪♪
722
00:36:33,858 --> 00:36:43,666
♪♪
723
00:36:43,701 --> 00:36:53,676
♪♪
724
00:36:53,711 --> 00:37:03,519
♪♪
725
00:37:03,554 --> 00:37:07,257
♪♪
726
00:37:07,292 --> 00:37:12,562
Who dares to defy the will
of The High Override?
727
00:37:14,565 --> 00:37:15,565
Where are we going?
728
00:37:15,600 --> 00:37:17,567
The best way to close
the portal is
729
00:37:17,602 --> 00:37:19,402
by cutting off
the energy supply
730
00:37:19,437 --> 00:37:21,204
to their home-world
generators.
731
00:37:21,239 --> 00:37:23,439
You're talking about
the Omni-core?
732
00:37:23,474 --> 00:37:26,042
-Precisely.
-The Omni...Who?
733
00:37:26,077 --> 00:37:27,043
Slow down.
734
00:37:27,078 --> 00:37:28,378
The portal is sustained
735
00:37:28,413 --> 00:37:31,448
by powerful energy sources
on both sides.
736
00:37:32,917 --> 00:37:34,250
If we can reset it,
737
00:37:34,285 --> 00:37:35,551
it should cause
the portal to collapse.
738
00:37:35,586 --> 00:37:38,554
And put an end
to the invasion.
739
00:37:38,589 --> 00:37:41,791
Okay. Let's do it.
How do I help?
740
00:37:41,826 --> 00:37:43,726
Wait here and be quiet.
741
00:37:43,761 --> 00:37:46,462
No one knows the Omni-core
better than I do.
742
00:37:46,497 --> 00:37:50,233
Ben doesn't go, I don't go.
-Thanks!
743
00:37:50,268 --> 00:37:52,735
Even if he is
technically useless.
744
00:37:52,770 --> 00:37:54,070
Hey!
745
00:37:54,105 --> 00:37:55,738
I'm starting to think
he's not the only one.
746
00:37:55,773 --> 00:37:57,240
Hey, hey.
You know what?
747
00:37:57,275 --> 00:37:59,575
I don't know what it is about
you and your squid-face,
748
00:37:59,610 --> 00:38:02,245
but something inside
is making me want to punch it.
749
00:38:02,280 --> 00:38:04,247
I was giving you
the benefit of the doubt
750
00:38:04,282 --> 00:38:06,316
that there was more
Mechamorph in you,
751
00:38:06,351 --> 00:38:08,985
but you're clearly
more Tennyson.
752
00:38:10,288 --> 00:38:12,122
Hmm.
753
00:38:15,626 --> 00:38:17,627
Hmm!
754
00:38:21,466 --> 00:38:24,100
Ho, ho!
-No, you fool!
755
00:38:24,135 --> 00:38:27,003
-Ben, wait!
-Too late. Gah!
756
00:38:27,038 --> 00:38:35,178
♪♪
757
00:38:35,213 --> 00:38:36,446
You two keep bickering.
758
00:38:36,481 --> 00:38:39,282
I've got some
world-saving to do.
759
00:38:39,317 --> 00:38:40,783
-No!
-No!
760
00:38:40,818 --> 00:38:43,853
Already cleared the way once.
This will be easy.
761
00:38:43,888 --> 00:38:47,657
Hi-yah!
Uh...Huh?
762
00:38:48,693 --> 00:38:51,227
But, wait, uh, I didn't...
763
00:38:57,001 --> 00:38:58,968
It is common
to be speechless
764
00:38:59,003 --> 00:39:01,637
when in the presence
of true power.
765
00:39:01,672 --> 00:39:03,306
Who the heck are you?
766
00:39:03,341 --> 00:39:05,541
I'm known by many names.
767
00:39:05,576 --> 00:39:08,144
Huh! Yah!
768
00:39:08,179 --> 00:39:12,648
But you can call me
The High Override.
769
00:39:12,683 --> 00:39:16,152
Ugh! Why? How?
770
00:39:16,187 --> 00:39:19,322
Ben.
We need to help him.
771
00:39:19,357 --> 00:39:23,159
I've got a better idea.
772
00:39:23,194 --> 00:39:26,096
Keep him busy.
I'll take the core.
773
00:39:27,598 --> 00:39:30,033
Wait. I -- I...
774
00:39:37,041 --> 00:39:38,375
Uh-oh.
775
00:39:40,711 --> 00:39:44,114
Whoa. Whoa. W-whoa.
776
00:39:46,884 --> 00:39:48,251
Guh.
777
00:39:53,391 --> 00:39:55,258
Vilgax, hurry!
778
00:39:56,727 --> 00:39:58,561
[ Grunting ]
779
00:39:59,096 --> 00:40:02,432
End him now,
my new thrall.
780
00:40:03,134 --> 00:40:04,867
[ Screams ]
781
00:40:04,902 --> 00:40:07,737
[ Electricity crackling ]
782
00:40:07,772 --> 00:40:17,213
♪♪
783
00:40:17,248 --> 00:40:27,223
♪♪
784
00:40:27,258 --> 00:40:29,892
Yes, my Override.
785
00:40:29,927 --> 00:40:31,627
[ Grunts ]
786
00:40:31,662 --> 00:40:34,897
Aah!
787
00:40:34,932 --> 00:40:36,732
Ugh.
788
00:40:36,767 --> 00:40:38,435
Tennyson?
789
00:40:40,104 --> 00:40:42,638
If this thing was connected
to the other Fulmini,
790
00:40:42,673 --> 00:40:44,907
maybe I can try and see
what's going on in there.
791
00:40:44,942 --> 00:40:45,942
Dah!
792
00:40:45,977 --> 00:40:49,645
Did you see that?
-Yeah.
793
00:40:49,680 --> 00:40:51,414
I think
it ran out of juice
794
00:40:51,449 --> 00:40:53,616
the further it got
from the watch.
795
00:40:59,290 --> 00:41:00,590
-Ben?
-Ben?
796
00:41:00,625 --> 00:41:03,626
No, not exactly.
Ben is in trouble.
797
00:41:03,661 --> 00:41:05,628
I do not know
what is about to happen,
798
00:41:05,663 --> 00:41:08,331
but you must be prepared
for anything.
799
00:41:10,167 --> 00:41:13,302
Fetch my heart-burn
medication.
800
00:41:13,337 --> 00:41:15,271
[ Both grunting ]
801
00:41:15,306 --> 00:41:25,281
♪♪
802
00:41:25,316 --> 00:41:26,782
Extinguishing the Omni-core
803
00:41:26,817 --> 00:41:29,485
means destroying
this structure as well.
804
00:41:29,520 --> 00:41:33,656
With the Omni-core, I will
build a new Omnitrix,
805
00:41:33,691 --> 00:41:34,624
my Omnitrix.
806
00:41:34,659 --> 00:41:37,627
Betray your partners?
Fitting.
807
00:41:37,662 --> 00:41:39,829
[ Yells ]
808
00:41:45,836 --> 00:41:47,803
Tennyson, fight it!
809
00:41:47,838 --> 00:41:50,540
I offer you your Earth
for the core.
810
00:41:50,575 --> 00:41:54,511
The High Override
does not deal.
811
00:41:57,048 --> 00:41:59,882
Ah!
812
00:41:59,917 --> 00:42:01,817
He conquers!
813
00:42:01,852 --> 00:42:03,819
Aah!
814
00:42:03,854 --> 00:42:09,158
Perhaps the Null Void between
dimensions will suit you better.
815
00:42:09,193 --> 00:42:11,861
Null Void?
Aah!
816
00:42:24,375 --> 00:42:28,611
No! No! No-o-o-o!
817
00:42:30,881 --> 00:42:34,850
Enough games,
open your Earth to me.
818
00:42:34,885 --> 00:42:38,854
The High Override
hungers.
819
00:42:38,889 --> 00:42:48,197
♪♪
820
00:42:48,232 --> 00:42:57,373
♪♪
821
00:42:57,408 --> 00:43:06,382
♪♪
822
00:43:06,417 --> 00:43:15,891
♪♪
823
00:43:15,926 --> 00:43:18,594
We can take whatever
that thing can dish at us.
824
00:43:18,629 --> 00:43:20,963
Let's just buy
Ben enough time.
825
00:43:20,998 --> 00:43:30,906
♪♪
826
00:43:30,941 --> 00:43:39,749
♪♪
827
00:43:39,784 --> 00:43:43,519
I'm gonna need
a bigger frying pan.
828
00:43:46,323 --> 00:43:57,600
♪♪
829
00:43:57,635 --> 00:43:59,001
Woo-hoo.
830
00:43:59,036 --> 00:44:02,038
Sweet fancy cow,
that's a lot of rocks.
831
00:44:08,646 --> 00:44:11,214
A lot of persistent-energy
reforming rocks.
832
00:44:14,685 --> 00:44:16,352
Ugh.
833
00:44:17,888 --> 00:44:19,655
There's too many of them.
834
00:44:19,690 --> 00:44:21,657
It's almost like they're all
being guided by something.
835
00:44:21,692 --> 00:44:25,127
If only we could figure out
what that is and stop it.
836
00:44:25,162 --> 00:44:26,529
I have an idea.
837
00:44:26,564 --> 00:44:32,501
♪♪
838
00:44:32,536 --> 00:44:38,474
♪♪
839
00:44:38,509 --> 00:44:39,842
Whoa. Easy, now.
840
00:44:39,877 --> 00:44:42,011
You wouldn't hurt
a face like this?
841
00:44:42,046 --> 00:44:46,215
Ah! Okay, so you would.
Ah! Whoa.
842
00:44:46,250 --> 00:44:49,218
Come on, Ben.
We're practically brothers.
843
00:44:50,688 --> 00:44:51,887
Ugh.
844
00:44:51,922 --> 00:44:53,489
Sorry, Glitch.
845
00:44:53,524 --> 00:44:55,691
I'm trying to fight it,
but I'm just not...
846
00:44:55,726 --> 00:44:57,860
Strong enough?
No one is.
847
00:44:57,895 --> 00:44:59,495
I am The High Override,
848
00:44:59,530 --> 00:45:02,865
the supreme power
of the Fulmini Empire.
849
00:45:02,900 --> 00:45:06,535
Reap the energy of this world
and deliver it to me!
850
00:45:06,570 --> 00:45:10,039
Okay, laser secure.
Are you sure about this, Gwen?
851
00:45:10,074 --> 00:45:12,241
Nope, but it seems like
the Ben thing to do.
852
00:45:12,276 --> 00:45:14,009
That's what I'm afraid of.
853
00:45:14,044 --> 00:45:15,177
Fire away, Grandpa!
854
00:45:15,212 --> 00:45:17,714
-Ugh!
-Dah!
855
00:45:20,217 --> 00:45:24,220
Talk about a rocky road.
856
00:45:25,723 --> 00:45:27,056
Ugh!
857
00:45:28,926 --> 00:45:30,927
-Whoa.
-Whoa.
858
00:45:31,428 --> 00:45:33,229
Glad this thing
has seat belts.
859
00:45:33,264 --> 00:45:35,098
Too bad it doesn't
have brakes.
860
00:45:37,101 --> 00:45:39,569
Uh-oh. Ugh!
861
00:45:40,771 --> 00:45:42,105
What in the world?
862
00:45:44,942 --> 00:45:46,275
[ Both scream ]
863
00:45:47,945 --> 00:45:48,944
It's good.
864
00:45:48,979 --> 00:45:50,212
Did you just see that?
865
00:45:50,247 --> 00:45:52,248
See it? I lived it.
866
00:45:53,918 --> 00:45:56,619
-Ugh.
-[ Groans ]
867
00:45:56,654 --> 00:45:58,554
-Ugh.
-Whoa. Ben!
868
00:45:58,589 --> 00:46:01,223
Are you okay? Ben?
869
00:46:01,258 --> 00:46:02,925
He seems to have
gotten a makeover.
870
00:46:02,960 --> 00:46:04,260
Something is not
right, Grandpa.
871
00:46:04,295 --> 00:46:07,430
Dispose of this inconvenience
at once!
872
00:46:10,100 --> 00:46:11,567
Ben, this isn't
who you are.
873
00:46:11,602 --> 00:46:13,402
You're part
of Team Tennyson,
874
00:46:13,437 --> 00:46:15,237
traveling coast-to-coast,
remember?
875
00:46:15,272 --> 00:46:18,641
And you hate being told
what to do.
876
00:46:18,676 --> 00:46:19,775
You're Ben Tennyson!
877
00:46:19,810 --> 00:46:21,944
And you would never
hurt your family.
878
00:46:21,979 --> 00:46:29,919
♪♪
879
00:46:29,954 --> 00:46:31,788
-[ Growls ]
-Aah!
880
00:46:33,691 --> 00:46:35,124
[ Groaning ]
881
00:46:35,159 --> 00:46:37,160
[ Electricity crackling ]
882
00:46:47,705 --> 00:46:51,307
Ugh, sorry about that, guys,
lost my head for a minute.
883
00:46:51,342 --> 00:46:52,642
-Ben!
-Ben!
884
00:46:54,011 --> 00:46:56,178
[ Laughter ]
885
00:46:56,213 --> 00:46:58,480
The High Override:
This will not stand.
886
00:46:58,515 --> 00:47:01,150
No one overrides
The High Override, no one.
887
00:47:01,185 --> 00:47:04,186
Sorry, Your Highness,
but Team Tennyson does.
888
00:47:04,221 --> 00:47:07,356
We will see about that.
889
00:47:11,695 --> 00:47:15,064
Uh-oh.
890
00:47:17,201 --> 00:47:19,835
-Aah!
-Aah!
891
00:47:19,870 --> 00:47:23,005
Gotcha.
Hang on, Tenny-sinos.
892
00:47:23,040 --> 00:47:25,174
Who or what
is this guy?
893
00:47:25,209 --> 00:47:27,309
We saw him in some kind
of projection earlier.
894
00:47:27,344 --> 00:47:28,677
Guys, this is Glitch.
895
00:47:28,712 --> 00:47:31,513
He's a mix of Upgrade DNA
and me.
896
00:47:31,548 --> 00:47:33,482
I think you should
explain later.
897
00:47:33,517 --> 00:47:35,184
Right now, we need
to shut off the Omni-core
898
00:47:35,219 --> 00:47:37,686
and break the portal
and reset the Omnitrix.
899
00:47:37,721 --> 00:47:41,224
Right. Wait. How am I
supposed to do that, exactly?
900
00:47:45,195 --> 00:47:46,495
To beat The High Override,
901
00:47:46,530 --> 00:47:48,998
we'd all have to be
super-powered aliens.
902
00:47:49,033 --> 00:47:50,366
Actually...
903
00:47:54,371 --> 00:47:56,505
...that's exactly
what we'll do.
904
00:47:56,540 --> 00:47:57,506
My pods!
905
00:47:57,541 --> 00:47:59,875
The Omnitrix
is key to Ben's DNA,
906
00:47:59,910 --> 00:48:01,210
which prevents anyone else
907
00:48:01,245 --> 00:48:03,045
from accessing
the alien pods.
908
00:48:03,080 --> 00:48:04,513
Hmm.
909
00:48:04,548 --> 00:48:06,215
Because you two
are related to Ben...
910
00:48:06,250 --> 00:48:09,051
Ah! Oh!
911
00:48:09,086 --> 00:48:11,687
Ha. I'm big and rolly.
912
00:48:11,722 --> 00:48:14,723
What? No way.
913
00:48:14,758 --> 00:48:16,392
Yeah!
914
00:48:16,427 --> 00:48:20,529
Oh, what? Come on.
Stink Fly? I want a do-over.
915
00:48:20,564 --> 00:48:24,033
No time for do-overs.
We've got a world to save.
916
00:48:24,068 --> 00:48:25,567
Huh!
917
00:48:25,602 --> 00:48:27,403
Ugh! Whoa!
918
00:48:27,438 --> 00:48:31,407
Huh! Dah! Yeah!
919
00:48:31,442 --> 00:48:34,376
Whoa. What do you
call this alien?
920
00:48:34,411 --> 00:48:36,612
Accelor-Arm Blast...
921
00:48:36,647 --> 00:48:38,547
Diamond Heat...
I'll -- I'll work on it.
922
00:48:38,582 --> 00:48:40,249
More importantly,
how are we
923
00:48:40,284 --> 00:48:42,084
gonna stop
The High Override?
924
00:48:42,119 --> 00:48:44,287
Well, I've got an idea.
925
00:48:46,790 --> 00:48:49,458
This invasion
will proceed as planned.
926
00:48:49,493 --> 00:48:52,895
The Fulmini will not rest
until this planet is conquered
927
00:48:52,930 --> 00:48:54,396
and harvested.
928
00:48:54,431 --> 00:48:55,798
Diamondhead: Beep, beep.
Coming through.
929
00:48:58,635 --> 00:49:01,236
Woo-hoo.
930
00:49:01,271 --> 00:49:02,571
-Huh!
-Ha!
931
00:49:02,606 --> 00:49:04,740
Hey. What's shaking?
Did we miss the party?
932
00:49:04,775 --> 00:49:08,110
Oh, the nuisance
has returned,
933
00:49:08,145 --> 00:49:11,747
this time, parading around
in new skins,
934
00:49:11,782 --> 00:49:13,148
but changing your form
935
00:49:13,183 --> 00:49:15,451
won't change
this planet's fate.
936
00:49:15,486 --> 00:49:19,288
Eliminate them.
-Oh, no, you don't.
937
00:49:21,959 --> 00:49:23,459
-Ah!
-Ah!
938
00:49:23,494 --> 00:49:26,495
You meddlers
do not know your place.
939
00:49:26,530 --> 00:49:31,834
Oh, yeah? Well...
your face is out of place.
940
00:49:34,004 --> 00:49:35,104
Aah!
941
00:49:35,139 --> 00:49:38,974
Hey, ugly, over here.
942
00:49:39,009 --> 00:49:40,642
Ugh! Ugh! Ugh!
943
00:49:40,677 --> 00:49:44,313
For someone with such...
Ugh...supreme power...
944
00:49:44,348 --> 00:49:47,516
Gah...your aim stinks.
945
00:49:48,986 --> 00:49:51,721
You dare mock the Fulmini?
946
00:49:54,024 --> 00:49:55,725
Oh.
947
00:49:58,529 --> 00:50:00,696
Uh, shouldn't that
be Full-mini?
948
00:50:00,731 --> 00:50:03,966
You know nothing
about Fulmini.
949
00:50:04,001 --> 00:50:05,200
Oh! Ah!
950
00:50:05,235 --> 00:50:08,337
Yes! Now is our chance.
951
00:50:08,372 --> 00:50:10,672
Super Turbo Grandpa Throw!
952
00:50:10,707 --> 00:50:12,708
Ugh!
953
00:50:12,743 --> 00:50:13,909
Enough!
954
00:50:17,514 --> 00:50:19,681
Huh. Pitiful.
955
00:50:19,716 --> 00:50:24,153
Grandpa, ugh! Aah!
Ugh. Ugh.
956
00:50:24,188 --> 00:50:27,156
This is the best you can do?
957
00:50:27,191 --> 00:50:29,391
Uh...Oh! Guh.
958
00:50:29,426 --> 00:50:32,327
Are you three really
the last defense
959
00:50:32,362 --> 00:50:35,497
this planet has to offer?
960
00:50:35,532 --> 00:50:38,500
-[ Groans ]
-[ Groans ]
961
00:50:38,535 --> 00:50:40,235
Well, that was fun
while it lasted.
962
00:50:40,270 --> 00:50:41,503
Oh, no.
963
00:50:41,538 --> 00:50:43,539
You soft pink creatures
964
00:50:43,574 --> 00:50:45,041
are no match
for The High Override.
965
00:50:49,113 --> 00:50:55,451
Entire galaxies bow before me,
and you will be no exception.
966
00:51:00,257 --> 00:51:02,858
Say goodbye to your planet.
967
00:51:02,893 --> 00:51:04,526
[ Groaning ]
968
00:51:04,561 --> 00:51:06,395
[ Groaning ]
969
00:51:06,430 --> 00:51:09,364
And say goodbye
to your Omnitrix.
970
00:51:09,399 --> 00:51:12,868
[ Grunts ] No!
This is my DNA!
971
00:51:12,903 --> 00:51:14,270
Huh?
972
00:51:16,273 --> 00:51:18,040
This is my watch.
973
00:51:18,075 --> 00:51:21,444
Impossible.
I am The High Override.
974
00:51:26,450 --> 00:51:29,384
I am the lord of
the Fulmini Empire!
975
00:51:29,419 --> 00:51:31,720
[ Grunting ]
976
00:51:31,755 --> 00:51:35,791
I am the supreme power
of the universe!
977
00:51:38,162 --> 00:51:40,796
And I'm Ben Tennyson!
978
00:51:40,831 --> 00:51:50,305
♪♪
979
00:51:50,340 --> 00:51:51,607
The joke is on you.
980
00:51:51,642 --> 00:51:53,775
You were actually
fighting four of us.
981
00:51:53,810 --> 00:51:54,943
Glitch, now!
982
00:51:54,978 --> 00:51:56,945
Huh?
983
00:51:56,980 --> 00:51:58,114
Hey.
984
00:52:00,117 --> 00:52:01,416
[ Grunting ]
985
00:52:01,451 --> 00:52:03,118
No!
986
00:52:03,153 --> 00:52:05,488
Ah!
987
00:52:09,159 --> 00:52:11,794
No-o-o-o!
988
00:52:14,298 --> 00:52:16,265
[ Panting ]
989
00:52:16,300 --> 00:52:19,135
Ho, hoo.
990
00:52:21,205 --> 00:52:23,105
It worked?
991
00:52:23,140 --> 00:52:24,973
-Ben!
-You did it, Ben.
992
00:52:25,008 --> 00:52:26,275
That was amazing.
993
00:52:26,310 --> 00:52:28,010
-I'm proud of you.
-Hey.
994
00:52:28,045 --> 00:52:31,513
You totally punched
that guy straight to space.
995
00:52:31,548 --> 00:52:32,981
[ All yell ]
996
00:52:33,016 --> 00:52:35,617
Guys, we need
to get out of here.
997
00:52:35,652 --> 00:52:39,288
-What -- what's happening?
-Aah!
998
00:52:39,323 --> 00:52:41,990
The Omni-core
is rebooting itself.
999
00:52:42,025 --> 00:52:43,158
A massive power surge
1000
00:52:43,193 --> 00:52:44,626
is going to cycle
through the system,
1001
00:52:44,661 --> 00:52:46,161
and last time
that happened...
1002
00:52:46,196 --> 00:52:49,831
Upgrade went bye-bye.
1003
00:52:49,866 --> 00:52:51,000
Quick, get in.
1004
00:52:53,170 --> 00:52:54,703
[ All yell ]
1005
00:52:58,075 --> 00:52:59,508
[ All scream ]
1006
00:53:03,180 --> 00:53:04,479
Look!
1007
00:53:04,514 --> 00:53:06,481
Ben: [ Gasps ]
Are those all alien pods?
1008
00:53:06,516 --> 00:53:08,016
How big is this thing?
1009
00:53:08,051 --> 00:53:10,419
Glitch: Let's not stick around
to find out.
1010
00:53:13,590 --> 00:53:16,192
[ All screaming ]
1011
00:53:31,041 --> 00:53:33,909
Whoa.
This is next-level.
1012
00:53:37,214 --> 00:53:39,681
What are you
waiting for?
1013
00:53:39,716 --> 00:53:42,417
I know Vilgax is
a big, evil jerk,
1014
00:53:42,452 --> 00:53:44,586
but he was right
about one thing.
1015
00:53:44,621 --> 00:53:47,723
I really don't know
anything about the Omnitrix.
1016
00:53:47,758 --> 00:53:49,691
You just saved
the entire planet.
1017
00:53:49,726 --> 00:53:51,426
There's no one I trust
with the Omnitrix
1018
00:53:51,461 --> 00:53:52,694
more than you.
1019
00:53:52,729 --> 00:53:54,363
And you said it yourself.
1020
00:53:54,398 --> 00:53:56,231
It's your DNA.
It's your watch.
1021
00:53:56,266 --> 00:53:58,400
You and that thing
are meant to be together.
1022
00:53:58,435 --> 00:54:00,903
Yeah.
You're right.
1023
00:54:03,907 --> 00:54:05,907
We -- we're pretty great,
aren't we?
1024
00:54:05,942 --> 00:54:06,942
[ Laughter ]
1025
00:54:06,977 --> 00:54:09,878
Wait.
What happened to Glitch?
1026
00:54:09,913 --> 00:54:13,248
All right, Glitch.
You can come out now.
1027
00:54:13,283 --> 00:54:16,752
You don't think that reboot
fixed the Glitch?
1028
00:54:16,787 --> 00:54:18,920
[ Gasps ]
He sacrificed himself?
1029
00:54:18,955 --> 00:54:20,722
Glitch?
1030
00:54:20,757 --> 00:54:22,591
[ Horn honks ]
1031
00:54:22,626 --> 00:54:24,226
[ All gasp ]
1032
00:54:24,261 --> 00:54:27,396
Looks like we've got
a new addition to the family.
1033
00:54:27,431 --> 00:54:30,966
Woo-hoo.
Yeah!
1034
00:54:31,001 --> 00:54:37,773
♪♪
1035
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