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1
00:00:02,002 --> 00:00:04,036
♪♪
2
00:00:07,274 --> 00:00:08,573
♪ Ben 10! ♪
3
00:00:08,608 --> 00:00:10,642
♪ Ben 10! ♪
4
00:00:10,677 --> 00:00:11,843
♪ Ben 10! ♪
5
00:00:11,878 --> 00:00:12,844
♪ Ben 10! ♪
6
00:00:12,879 --> 00:00:14,012
♪ Ben 10! ♪
7
00:00:14,047 --> 00:00:15,180
♪ Ben 10! ♪
8
00:00:15,215 --> 00:00:17,149
♪ Ben 10! ♪
9
00:00:17,184 --> 00:00:18,951
♪ Ben 10! ♪
10
00:00:23,023 --> 00:00:25,024
♪♪
11
00:00:29,029 --> 00:00:30,228
[ Duck quacks ]
12
00:00:30,263 --> 00:00:31,663
Ugh!
13
00:00:31,698 --> 00:00:34,699
What kind of auto mechanic
runs out of spark plugs?
14
00:00:34,734 --> 00:00:36,234
Well, looks like
it's gonna be a while
15
00:00:36,269 --> 00:00:38,503
before we can get the Rustbucket
back on the road, kids.
16
00:00:38,538 --> 00:00:40,338
Whaaaaat?!
17
00:00:40,373 --> 00:00:43,041
I'm sorry, Ben,
but I'm sure you can find a way
18
00:00:43,076 --> 00:00:44,242
to make the best of it.
19
00:00:44,277 --> 00:00:45,510
Grandpa,
I'm with you,
20
00:00:45,545 --> 00:00:48,380
but this town
is so boring!
21
00:00:48,415 --> 00:00:49,781
There's nothing
to do here!
22
00:00:49,816 --> 00:00:50,682
[ Groans ]
23
00:00:50,717 --> 00:00:53,885
It's just sand,
Grandfather!
24
00:00:53,920 --> 00:01:00,525
Saaaaaaaaaaa...
25
00:01:00,560 --> 00:01:02,194
Gwen?
...aaaaaaaaaaaaaaa...
26
00:01:02,229 --> 00:01:05,130
We're going to perish
in the blistering sun.
...aaaaaaaaa...
27
00:01:05,165 --> 00:01:06,631
Ick! Yee!
...aaaaaand!
28
00:01:06,666 --> 00:01:08,800
Holy guacamole,
you kids are dramatic.
29
00:01:08,835 --> 00:01:11,269
There has to be something
exciting going on in Sleepytown.
30
00:01:11,304 --> 00:01:14,106
If something exciting
ever happened in this town,
31
00:01:14,141 --> 00:01:17,209
everyone would probably
lose their minds!
32
00:01:17,244 --> 00:01:18,477
[ Horn honks ]
33
00:01:18,512 --> 00:01:19,911
Whoa! What's going on
out here?
34
00:01:19,946 --> 00:01:22,614
Zombozo:
Citizens of Sleepytown!
35
00:01:22,649 --> 00:01:24,082
I want your vote!
36
00:01:24,117 --> 00:01:27,052
[ Noisemakers honk ]
Your candidate has arrived!
37
00:01:27,087 --> 00:01:31,790
Campaign workers, give
the people what they deserve!
38
00:01:31,825 --> 00:01:33,225
[ Indistinct talking ]
39
00:01:33,260 --> 00:01:34,392
Zombozo?
40
00:01:34,427 --> 00:01:36,128
Finally --
a butt to kick!
41
00:01:36,163 --> 00:01:38,864
Got to save everyone
from those big, evil...
42
00:01:39,833 --> 00:01:41,466
[ Gasps ]
...T-shirt cannons?
43
00:01:41,501 --> 00:01:43,335
What is he up to?
[ Cheering ]
44
00:01:43,370 --> 00:01:46,471
Heh!
Sleepytown, how are ya?
45
00:01:46,506 --> 00:01:48,240
[ Cheering ]
46
00:01:48,275 --> 00:01:50,475
Please, please --
there'll be plenty of time
47
00:01:50,510 --> 00:01:51,810
to cheer me on later.
48
00:01:51,845 --> 00:01:53,945
This town needs a miracle,
49
00:01:53,980 --> 00:01:56,615
and I am that miracle!
[ Cheering ]
50
00:01:56,650 --> 00:01:58,583
They're actually
falling for this?
51
00:01:58,618 --> 00:02:00,152
Is there even an election
coming up?!
52
00:02:00,187 --> 00:02:03,655
You know people -- they love
anything bright and flashy.
53
00:02:03,690 --> 00:02:05,357
Thumbskull: Here you go!
54
00:02:05,392 --> 00:02:07,259
Whoa!
The buttons light up!
55
00:02:07,294 --> 00:02:08,426
Take that off!
56
00:02:08,461 --> 00:02:09,861
People can't be
this gullible.
57
00:02:09,896 --> 00:02:11,830
Keep your eyes peeled,
folks.
58
00:02:11,865 --> 00:02:15,100
This town
is going to change forever!
59
00:02:15,135 --> 00:02:19,037
[ Cheering ]
60
00:02:19,072 --> 00:02:20,839
[ All groaning ]
61
00:02:20,874 --> 00:02:23,975
Now he's trying to hypnotize us,
but it's not even worki--
62
00:02:24,010 --> 00:02:26,044
[ Gasps ]
Grandpa?! Ben!
63
00:02:26,079 --> 00:02:28,380
Wait -- how come
I'm not hypnotized?
64
00:02:28,415 --> 00:02:30,048
Hmm.
65
00:02:30,083 --> 00:02:30,982
[ Gasps ]
66
00:02:31,017 --> 00:02:32,384
Look away
from the screens!
67
00:02:32,419 --> 00:02:33,985
Oh! Oh!
68
00:02:34,020 --> 00:02:36,121
Good thing you were wearing
your sunglasses today, Gwen.
69
00:02:36,156 --> 00:02:39,291
We can't just let Zombozo dupe
these innocent people like this!
70
00:02:39,326 --> 00:02:41,493
We definitely need to find out
what he's up to
71
00:02:41,528 --> 00:02:42,827
before someone gets hurt.
72
00:02:42,862 --> 00:02:45,463
Zombozo: Yes, yes!
Keep your eyes on me!
73
00:02:45,498 --> 00:02:46,898
[ Laughs evilly ]
74
00:02:46,933 --> 00:02:50,135
[ Laughs ]
Butts just asking to be kicked.
75
00:02:50,170 --> 00:02:53,071
Gwen, you and I will find a way
to disable the hypno-screens
76
00:02:53,106 --> 00:02:53,905
while Ben --
77
00:02:53,940 --> 00:02:55,740
Huh? Ben?
Where'd he go?
78
00:02:55,775 --> 00:02:57,676
Well, looks like
it's just you and me --
79
00:02:57,711 --> 00:03:00,712
Hmm. Guess I'm flying solo
on this one.
80
00:03:00,747 --> 00:03:03,081
This party is
about to lose its clown.
81
00:03:03,116 --> 00:03:05,016
But I'll need something
to distract Zombozo
82
00:03:05,051 --> 00:03:06,685
while I'm poking around
the screens.
83
00:03:06,720 --> 00:03:07,919
Gwen: Zombozo!
84
00:03:07,954 --> 00:03:11,556
The polls are in,
and you're out!
85
00:03:11,591 --> 00:03:15,160
[ All groaning ]
86
00:03:15,195 --> 00:03:16,261
[ Growls ]
87
00:03:17,631 --> 00:03:18,931
That'll work.
88
00:03:20,367 --> 00:03:22,400
[ Exhales deeply ]
89
00:03:22,435 --> 00:03:25,403
Whoa! Money!
[ Laughs ]
90
00:03:25,438 --> 00:03:28,340
We don't have time
for playing around, Acid Breath!
91
00:03:28,375 --> 00:03:31,676
Zombozo can only distract
the townsfolk for so long.
92
00:03:31,711 --> 00:03:33,511
Frightwig,
you're no fun.
93
00:03:33,546 --> 00:03:35,080
I bet you're just gonna
blow your cut
94
00:03:35,115 --> 00:03:37,182
on science junk
or something.
95
00:03:37,217 --> 00:03:40,418
I do have my eye
on a new soldering iron.
96
00:03:40,453 --> 00:03:41,853
What are you gonna do?
97
00:03:41,888 --> 00:03:45,090
Well, I just heard of
this new thing called mouthwash.
98
00:03:45,125 --> 00:03:47,359
Apparently,
the ladies love it.
99
00:03:47,394 --> 00:03:48,893
Ew!
100
00:03:48,928 --> 00:03:52,130
What are you spending
your share on, Thumbskull?
101
00:03:52,165 --> 00:03:55,200
♪♪
102
00:03:55,235 --> 00:03:58,203
Egh! Dude can't even afford
mouthwash?
103
00:03:58,238 --> 00:04:00,538
I almost feel bad
stopping this crime.
104
00:04:00,573 --> 00:04:02,307
Uh...no, I don't.
105
00:04:02,342 --> 00:04:04,876
What do you think
you're doing, kid?!
106
00:04:04,911 --> 00:04:07,145
What do you think
you're doing, clown?
107
00:04:07,180 --> 00:04:09,214
These good, honest
Sleepy-Townies
108
00:04:09,249 --> 00:04:10,915
can see right through
your gimmicks.
109
00:04:10,950 --> 00:04:13,151
Oh. No, they can't.
They're hypnotized.
110
00:04:13,186 --> 00:04:17,389
Why would they listen to you
when they can see fireworks?!
111
00:04:17,424 --> 00:04:19,157
[ Crowd "Ooh"s ]
[ Laughing ]
112
00:04:21,094 --> 00:04:24,129
[ Groans ] Just got to find
the "Off" switch and then --
113
00:04:24,164 --> 00:04:25,330
Oh, boy.
114
00:04:25,365 --> 00:04:26,765
Gee, a bank vault
115
00:04:26,800 --> 00:04:28,900
is a weird place
for a freak show.
116
00:04:28,935 --> 00:04:30,735
What are the odds?
117
00:04:30,770 --> 00:04:32,938
[ Grunts ]
118
00:04:37,177 --> 00:04:38,410
[ Yelling ]
119
00:04:38,445 --> 00:04:39,678
Ugh!
120
00:04:39,713 --> 00:04:41,579
[ Grunts, inhales ]
121
00:04:41,614 --> 00:04:42,814
[ Sizzling ]
122
00:04:43,783 --> 00:04:45,183
[ Laughs ]
123
00:04:50,824 --> 00:04:52,257
There's too many of them.
124
00:04:52,292 --> 00:04:54,459
[ Zap ]
Ow!
There's too many of them.
125
00:04:54,494 --> 00:04:55,960
One of these
has to be it.
126
00:04:55,995 --> 00:04:59,764
Yeah, come on!
Let's hear it for me!
127
00:04:59,799 --> 00:05:03,034
No! Everybody,
don't let him fool you!
128
00:05:03,069 --> 00:05:05,137
Look away from the --
the...
129
00:05:06,072 --> 00:05:07,205
[ Punch lands ]
Oof!
130
00:05:07,240 --> 00:05:09,874
You know,
soldering irons are like $8.
131
00:05:09,909 --> 00:05:12,010
You don't need to steal
a whole town's money.
132
00:05:12,045 --> 00:05:13,778
[ Grunting ]
133
00:05:13,813 --> 00:05:15,513
The money ain't for us.
134
00:05:15,548 --> 00:05:17,382
It's for Zombozo.
135
00:05:18,818 --> 00:05:20,719
[ Shouts ] Hyah!
136
00:05:25,358 --> 00:05:26,825
I think I got it.
[ Powering down ]
137
00:05:26,860 --> 00:05:29,527
...and cotton candy
for breakfast --
138
00:05:29,562 --> 00:05:30,829
g!
in
139
00:05:30,864 --> 00:05:32,030
HuOoh?h. ..
140
00:05:32,065 --> 00:05:33,064
Huh?
g!
Huh? Huh?
141
00:05:33,099 --> 00:05:35,500
All right, Gwen!
Your turn!
142
00:05:35,535 --> 00:05:37,802
People of Sleepytown!
143
00:05:37,837 --> 00:05:39,637
Zombozo's been
hypnotizing you!
144
00:05:39,672 --> 00:05:40,805
He's a bad guy!
145
00:05:40,840 --> 00:05:43,041
Tell me something,
folks --
146
00:05:43,076 --> 00:05:46,077
would a bad guy
give you free hats?
147
00:05:46,112 --> 00:05:47,645
[ Crowd chanting "Hats!" ]
148
00:05:47,680 --> 00:05:50,382
Wait!
You're not even hypnotized!
149
00:05:50,417 --> 00:05:52,150
[ Chanting continues ]
150
00:05:52,185 --> 00:05:55,253
Sleepytown has spoken,
and they've chosen me.
151
00:05:55,288 --> 00:05:56,988
And Sleepytown
is just the first
152
00:05:57,023 --> 00:06:00,058
of my many campaign stops
across the country.
153
00:06:00,093 --> 00:06:03,928
I'm gonna break all the records
for fundraising.
154
00:06:03,963 --> 00:06:05,363
[ Laughs evilly ]
155
00:06:05,398 --> 00:06:06,865
Aw, don't look so sad.
156
00:06:06,900 --> 00:06:09,367
Here -- cheer up.
Have a t-shirt!
157
00:06:09,402 --> 00:06:10,735
[ Cheering ]
158
00:06:10,770 --> 00:06:12,937
You're robbing a bank
for that evil clown,
159
00:06:12,972 --> 00:06:14,839
but you don't get
any of the money?
160
00:06:14,874 --> 00:06:16,775
That's just
bad criminaling.
161
00:06:16,810 --> 00:06:18,109
As a card-carrying henchman,
162
00:06:18,144 --> 00:06:20,512
I find it best
not to think about it.
163
00:06:20,547 --> 00:06:21,846
Can't you --
[ Grunts ]
164
00:06:21,881 --> 00:06:23,681
...see that he's using you?
165
00:06:23,716 --> 00:06:26,251
Zombozo hasn't given us
any money.
166
00:06:26,286 --> 00:06:27,952
Maybe he never will!
167
00:06:27,987 --> 00:06:31,356
Listen to her, man.
Have you guys ever been paid?
168
00:06:31,391 --> 00:06:34,426
Zombozo, I think I need
to go to the dentist.
169
00:06:34,461 --> 00:06:38,696
Zombozo, I need to go
to the doctor. I'm only 16.
170
00:06:38,731 --> 00:06:40,532
Does this look infected
to you?
171
00:06:40,567 --> 00:06:44,235
You're right! We're never
gonna get the big payday!
172
00:06:44,270 --> 00:06:45,804
No payday?!
173
00:06:45,839 --> 00:06:48,940
♪♪
174
00:06:48,975 --> 00:06:50,208
[ Screaming ]
175
00:06:50,243 --> 00:06:53,244
No, Thumbskull!
Calm down!
176
00:06:53,279 --> 00:06:55,880
Zombozo can get
his own money!
177
00:06:55,915 --> 00:06:57,449
We're out of here!
178
00:06:57,484 --> 00:06:59,250
You better run.
179
00:06:59,285 --> 00:07:02,620
Wow!
I talked them out of it!
180
00:07:02,655 --> 00:07:04,055
Move over, Grey Matter.
181
00:07:04,090 --> 00:07:06,491
There's a new smart alien
in town.
182
00:07:06,526 --> 00:07:07,826
How's it going?
183
00:07:07,861 --> 00:07:09,227
Terrible.
184
00:07:09,262 --> 00:07:11,563
All anyone cares about
is T-shirts and buttons.
185
00:07:11,598 --> 00:07:12,964
Man:
Whoa! Tote bags!
186
00:07:12,999 --> 00:07:14,966
And tote bags.
187
00:07:15,001 --> 00:07:16,434
You were right --
people only care
188
00:07:16,469 --> 00:07:18,736
about flashy antics,
not common sense.
189
00:07:18,771 --> 00:07:22,607
Well, I just talked Zombozo's
henchmen out of bank-robbering.
190
00:07:22,642 --> 00:07:23,875
Try it.
191
00:07:25,044 --> 00:07:26,411
Hey, Zombonehead!
192
00:07:26,446 --> 00:07:28,580
Why don't you tell us
about your plans
193
00:07:28,615 --> 00:07:30,081
for the Sleepytown economy?
194
00:07:30,116 --> 00:07:32,917
Yeah!
What now, Zombozo?!
195
00:07:32,952 --> 00:07:38,089
Who needs economy
when you've got buttons?!
196
00:07:38,124 --> 00:07:40,525
Uh, you already
gave us buttons.
197
00:07:40,560 --> 00:07:43,261
Yeah,
tell us your plans!
198
00:07:43,296 --> 00:07:45,997
[ Cheering ]
199
00:07:46,032 --> 00:07:48,700
Plans?!
I don't need plans!
200
00:07:48,735 --> 00:07:50,134
No plans?
201
00:07:50,169 --> 00:07:53,338
Looks like somebody didn't
graduate from clown college!
202
00:07:53,373 --> 00:07:55,707
Do you even care
about education?
203
00:07:55,742 --> 00:07:57,809
Ooh! Burn!
204
00:07:57,844 --> 00:07:59,143
Education?
205
00:07:59,178 --> 00:08:01,513
Geez, you're boring,
for a kid.
206
00:08:01,548 --> 00:08:03,948
Who wants to talk
about homework?
207
00:08:03,983 --> 00:08:05,950
You know,
Zombozo makes a fair point.
208
00:08:05,985 --> 00:08:07,986
Um, I like homework.
209
00:08:08,021 --> 00:08:10,121
Nobody cares, nerd!
210
00:08:10,156 --> 00:08:12,290
Hey!
Leave her alone!
211
00:08:12,325 --> 00:08:15,293
I'm cool, but education
is kind of important.
212
00:08:15,328 --> 00:08:18,796
And look!
He's a total litterbug!
[ All gasp ]
213
00:08:18,831 --> 00:08:20,298
How's he gonna
clean up the streets
214
00:08:20,333 --> 00:08:21,966
when he's the one
messing them up?
215
00:08:22,001 --> 00:08:23,668
And speaking
of the environment,
216
00:08:23,703 --> 00:08:26,905
you just set that tree on fire
with your fireworks!
217
00:08:26,940 --> 00:08:29,140
Hey!
That's our only tree!
218
00:08:29,175 --> 00:08:30,575
And how about
law and order?
219
00:08:30,610 --> 00:08:32,810
His cronies are robbing the bank
right now.
220
00:08:32,845 --> 00:08:34,012
Wait -- what?!
221
00:08:34,047 --> 00:08:36,214
Why don't you explain that,
Zombozo?
222
00:08:36,249 --> 00:08:38,883
[ Indistinct shouting ]
223
00:08:38,918 --> 00:08:40,184
Where are those henchmen?
224
00:08:40,219 --> 00:08:41,986
[ Cellphone honks ]
A text?
225
00:08:42,021 --> 00:08:45,256
Angry face, angry face,
fire, money...
226
00:08:45,291 --> 00:08:46,991
Mexico?!
227
00:08:47,026 --> 00:08:48,393
They quit?!
228
00:08:48,428 --> 00:08:49,761
Well, Zombozo?
229
00:08:49,796 --> 00:08:52,497
What do you have to say
to the people of Sleepytown?
230
00:08:52,532 --> 00:08:53,731
All right.
231
00:08:53,766 --> 00:08:56,434
I guess it's time
for a debate.
232
00:08:56,469 --> 00:08:58,770
Zombozo-style!
233
00:08:58,805 --> 00:09:01,072
[ Laughs evilly ]
234
00:09:01,107 --> 00:09:03,441
[ All scream ]
235
00:09:03,476 --> 00:09:05,009
That's my cue!
236
00:09:05,044 --> 00:09:07,379
♪♪
237
00:09:16,656 --> 00:09:17,855
Aah!
238
00:09:17,890 --> 00:09:19,657
Aw, come on!
I just got those!
239
00:09:22,729 --> 00:09:24,396
[ Grunts ]
240
00:09:33,072 --> 00:09:35,006
[ Laughs evilly ]
241
00:09:42,849 --> 00:09:43,881
[ Grunts ]
242
00:09:43,916 --> 00:09:45,416
Ben needs some help,
Grandpa!
243
00:09:45,451 --> 00:09:46,784
Here! Take this!
244
00:09:46,819 --> 00:09:50,755
Let's get Zombozo into something
a little more comfortable.
245
00:09:50,790 --> 00:09:51,889
[ Laughs ]
246
00:09:51,924 --> 00:09:52,757
Huh?
247
00:09:52,792 --> 00:09:54,325
Mmphf!
248
00:09:54,360 --> 00:09:55,727
Aah!
249
00:09:55,762 --> 00:09:57,462
Argh!
250
00:09:57,497 --> 00:09:59,197
Aah!
251
00:10:00,299 --> 00:10:02,600
A good clown
knows his cue to leave.
252
00:10:02,635 --> 00:10:04,902
[ Grunts ]
Why aren't I moving?!
253
00:10:04,937 --> 00:10:06,571
Why isn't he going?
254
00:10:06,606 --> 00:10:09,574
Oh, I may have taken the liberty
of borrowing his spark plugs.
255
00:10:09,609 --> 00:10:12,410
All right, buddy,
that was your last laugh!
256
00:10:12,445 --> 00:10:14,012
All right.
The spark plugs are in.
257
00:10:14,047 --> 00:10:15,246
We can get out of here.
258
00:10:15,281 --> 00:10:16,948
What?!
You can't leave!
259
00:10:16,983 --> 00:10:18,850
We need you here
in Sleepytown.
260
00:10:18,885 --> 00:10:20,184
We can't
lead ourselves!
261
00:10:20,219 --> 00:10:21,586
I got this, Gwen.
262
00:10:21,621 --> 00:10:22,954
I'm a good talker now.
263
00:10:22,989 --> 00:10:25,757
If you guys just believe in
yourselves, you can do anything.
264
00:10:25,792 --> 00:10:28,359
I mean, not anything,
but, like, a lot of things.
265
00:10:28,394 --> 00:10:31,663
Anyway, I know that everyone
in Sleepytown can join together
266
00:10:31,698 --> 00:10:33,264
and create something bigger.
267
00:10:33,299 --> 00:10:35,299
Like how in that one episode
of "Sumo Slammers,"
268
00:10:35,334 --> 00:10:38,269
they did that thing where they
fused into that super-mega-Sumo,
269
00:10:38,304 --> 00:10:39,771
with lasers and stuff.
270
00:10:39,806 --> 00:10:41,439
You guys
can totally do that!
271
00:10:41,474 --> 00:10:45,710
Become a super mega
Sleepytown Sumo!
272
00:10:46,679 --> 00:10:49,480
You know, on second thought,
we'll be fine on our own.
273
00:10:49,515 --> 00:10:50,515
Common sense!
274
00:10:50,550 --> 00:10:52,150
Just like I did
with the henchmen.
275
00:10:52,185 --> 00:10:53,518
Max: Let's go, kids.
276
00:10:53,553 --> 00:10:55,486
Oh, yeah, uh...do we need
to go after those guys?
277
00:10:55,521 --> 00:10:57,455
Nah.
I'll get 'em next time.
278
00:10:57,490 --> 00:10:58,956
I wonder
where they ran off to.
279
00:10:58,991 --> 00:11:01,226
[ Electricity crackling ]
280
00:11:16,042 --> 00:11:18,410
Why aren't I moving?!
19193
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