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1
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♪♪
2
00:00:05,906 --> 00:00:07,272
♪ Ben 10! ♪
3
00:00:07,274 --> 00:00:09,241
♪ Ben 10! ♪
4
00:00:09,243 --> 00:00:10,509
♪ Ben 10! ♪
5
00:00:10,511 --> 00:00:11,510
♪ Ben 10! ♪
6
00:00:11,512 --> 00:00:12,677
♪ Ben 10! ♪
7
00:00:12,679 --> 00:00:13,878
♪ Ben 10! ♪
8
00:00:13,880 --> 00:00:15,748
♪ Ben 10! ♪
9
00:00:15,750 --> 00:00:17,383
♪ Ben 10! ♪
10
00:00:20,553 --> 00:00:23,288
[ Suspenseful music plays ]
11
00:00:23,290 --> 00:00:27,760
♪♪
12
00:00:27,762 --> 00:00:28,927
Now, if you could
give me a lift
13
00:00:28,929 --> 00:00:30,128
to do a couple
of adjustments
14
00:00:30,130 --> 00:00:31,163
to the main thruster,
15
00:00:31,165 --> 00:00:32,931
we'll be ready
to head out.
16
00:00:32,933 --> 00:00:34,466
[ Whirring ]
17
00:00:34,468 --> 00:00:37,135
Whew! This baby's
gonna need some more TLC
18
00:00:37,137 --> 00:00:39,804
before I feel good
about crossing the Atlantic.
19
00:00:39,806 --> 00:00:41,740
Ben, can you get me
a Phillips screwdriver?
20
00:00:41,742 --> 00:00:44,709
[ Zap! ]
21
00:00:44,711 --> 00:00:45,810
How about a hammer?
22
00:00:45,812 --> 00:00:47,512
[ Zap! ]
23
00:00:47,514 --> 00:00:49,514
[ Thudding ]
24
00:00:49,516 --> 00:00:50,949
7/16 socket wrench?
25
00:00:50,951 --> 00:00:52,985
[ Zap! ]
26
00:00:52,987 --> 00:00:54,453
Anh, close enough.
27
00:00:54,455 --> 00:00:56,321
[ Zap!]
What do you expect?
28
00:00:56,323 --> 00:00:59,157
You lost me at 7/16.
-How's it coming?
29
00:00:59,159 --> 00:01:00,725
Do we really have
to go to Europe?
30
00:01:00,727 --> 00:01:03,195
I mean, are they gonna
have milkshakes over there?
31
00:01:03,197 --> 00:01:04,496
What about video games?
32
00:01:04,498 --> 00:01:06,398
I have needs, you know?!
33
00:01:06,400 --> 00:01:08,300
Sounds like someone's
a little homesick,
34
00:01:08,302 --> 00:01:10,202
and we haven't
even left home yet.
35
00:01:10,204 --> 00:01:11,303
I'll tell you what:
36
00:01:11,305 --> 00:01:13,138
I saw a Biggie Box
up the road.
37
00:01:13,140 --> 00:01:14,306
While I finish up here,
38
00:01:14,308 --> 00:01:15,674
why don't you two run
to the store
39
00:01:15,676 --> 00:01:16,841
and see if there's
any last-minute items
40
00:01:16,843 --> 00:01:18,210
you're gonna need
for the trip?
41
00:01:18,212 --> 00:01:21,113
Ooh, right. I better get
some backup Sumo Slammers.
42
00:01:21,115 --> 00:01:24,717
Who knows if they even
have toys in Europe?!
43
00:01:24,719 --> 00:01:26,919
He has a lot to learn
about the world.
44
00:01:26,921 --> 00:01:28,487
And socket wrenches.
45
00:01:28,489 --> 00:01:30,422
[ Rock flourish plays ]
46
00:01:30,424 --> 00:01:34,659
[ Melancholy tune plays ]
47
00:01:34,661 --> 00:01:35,994
I think you're
worrying too much
48
00:01:35,996 --> 00:01:37,862
about leaving America,
but, sometimes,
49
00:01:37,864 --> 00:01:39,664
you just gotta get out
of your comfort zone
50
00:01:39,666 --> 00:01:41,700
and see what's out there.
-But everything I like
51
00:01:41,702 --> 00:01:45,838
is here, like water,
and trees.
52
00:01:45,840 --> 00:01:47,139
And that!
53
00:01:47,141 --> 00:01:48,607
[ Angelic choir sings ]
That's the America
54
00:01:48,609 --> 00:01:51,176
I'm gonna miss.
55
00:01:51,178 --> 00:01:52,344
[ Sniffing ]
56
00:01:52,346 --> 00:01:55,780
Ah! You smell that?
57
00:01:55,782 --> 00:01:57,649
That's the smell of home.
58
00:01:57,651 --> 00:02:00,552
Now, if you need me,
I'll be in my study.
59
00:02:00,554 --> 00:02:03,188
By that, I mean
the Sumo Slammers aisle.
60
00:02:03,190 --> 00:02:05,290
-I know.
-Great.
61
00:02:05,292 --> 00:02:07,692
Oh, Gwen!
Could you grab a cart?
62
00:02:07,694 --> 00:02:10,395
[ Jaunty tune plays ]
63
00:02:10,397 --> 00:02:18,937
♪♪
64
00:02:18,939 --> 00:02:21,740
[ Laughing ]
65
00:02:21,742 --> 00:02:22,941
No. way.
66
00:02:22,943 --> 00:02:25,277
[ Sloop! ]
67
00:02:25,279 --> 00:02:27,546
[ Suspenseful music plays ]
68
00:02:27,548 --> 00:02:30,715
[ Eerie music climbs ]
69
00:02:30,717 --> 00:02:31,750
[ Clattering ]
70
00:02:31,752 --> 00:02:33,251
[ Hurrying
footsteps ]
71
00:02:33,253 --> 00:02:34,386
Hey, did that kid
just...?
72
00:02:34,388 --> 00:02:35,620
That's no kid.
73
00:02:35,622 --> 00:02:37,556
That's Kevin.
74
00:02:37,558 --> 00:02:39,491
Kevin is the reason
I didn't eat lunch
75
00:02:39,493 --> 00:02:41,760
for 3 months
in the fourth grade.
76
00:02:41,762 --> 00:02:43,628
He's the reason
for my irrational fear
77
00:02:43,630 --> 00:02:45,097
of public bathrooms.
78
00:02:45,099 --> 00:02:46,799
He was in the grade
ahead of me
79
00:02:46,801 --> 00:02:48,533
and he never missed
an opportunity
80
00:02:48,535 --> 00:02:50,669
to humiliate me.
81
00:02:50,671 --> 00:02:52,905
In the halls.
82
00:02:52,907 --> 00:02:54,907
Whoa!
[ Bell rings ]
83
00:02:54,909 --> 00:02:55,840
During lunch.
84
00:02:55,842 --> 00:03:00,178
[ Sinister music plays ]
85
00:03:00,180 --> 00:03:01,079
Blech!
86
00:03:01,081 --> 00:03:03,315
At the library.
87
00:03:03,317 --> 00:03:05,384
[ Ding! ]
Aaaaaaaaaaaaaaaaah!
88
00:03:05,386 --> 00:03:08,353
♪♪
89
00:03:08,355 --> 00:03:09,722
Or going to the bathroom.
90
00:03:09,724 --> 00:03:12,657
[ Laughs
maliciously ]
91
00:03:12,659 --> 00:03:14,359
[ Thump! ]
-Ow!
92
00:03:14,361 --> 00:03:15,660
That's awful!
93
00:03:15,662 --> 00:03:17,129
What are the odds
that he'd show up here?
94
00:03:17,131 --> 00:03:19,097
I don't know,
but the odds are good
95
00:03:19,099 --> 00:03:20,799
that I'm gonna get
even with him.
96
00:03:20,801 --> 00:03:22,901
-I really don't --
-Hold that thought.
97
00:03:24,304 --> 00:03:26,538
♪♪
98
00:03:26,540 --> 00:03:27,740
[ Laughs
maliciously ]
99
00:03:27,742 --> 00:03:29,441
It's the little
things in life.
100
00:03:29,443 --> 00:03:31,176
[ Whistle ]
101
00:03:31,178 --> 00:03:33,512
I think this stinker
finally needs a taste
102
00:03:33,514 --> 00:03:35,247
of his own medicine.
103
00:03:35,249 --> 00:03:36,348
[ Adventure music plays ]
104
00:03:36,350 --> 00:03:37,549
[ Zap! ]
105
00:03:37,551 --> 00:03:41,086
♪♪
106
00:03:41,088 --> 00:03:43,055
[ Sproing! ]
107
00:03:43,057 --> 00:03:44,356
♪♪
108
00:03:44,358 --> 00:03:47,125
[ Resonating ]
109
00:03:47,127 --> 00:03:49,294
[ Snap! ]
110
00:03:49,296 --> 00:03:51,163
[ Fluttering ]
111
00:03:51,165 --> 00:03:54,999
Hey, Kev. Look who's
got the power now.
112
00:03:55,001 --> 00:03:57,302
Let's see if you think
this is funny.
113
00:03:57,304 --> 00:03:58,771
[ Zap! ]
-Huh! Hyuh!
114
00:03:58,773 --> 00:04:01,373
Well, well, well.
How you doin', old buddy?
115
00:04:01,375 --> 00:04:02,741
It's been a while.
116
00:04:02,743 --> 00:04:05,243
I like the new look,
especially the designer.
117
00:04:05,245 --> 00:04:07,512
[ Suspenseful music plays ]
118
00:04:07,514 --> 00:04:09,081
Another Omnitrix?!
119
00:04:09,083 --> 00:04:10,249
[ Beep ]
120
00:04:10,251 --> 00:04:16,488
♪♪
121
00:04:16,490 --> 00:04:19,892
[ Whirring ]
122
00:04:19,894 --> 00:04:23,027
Cool. This thing
was made for fun.
123
00:04:23,029 --> 00:04:24,363
Let's dance!
124
00:04:24,365 --> 00:04:25,530
[ Footsteps thumping ]
125
00:04:25,532 --> 00:04:27,966
Oh!
-Aah!
126
00:04:27,968 --> 00:04:30,135
Oh, come on,
you big chicken,
127
00:04:30,137 --> 00:04:31,804
or whatever you are.
128
00:04:31,806 --> 00:04:33,838
The name's Stinkfly.
129
00:04:33,840 --> 00:04:36,008
What?!
Seriously, Stinkfly?
130
00:04:36,010 --> 00:04:39,611
[laughs]
Only you, man.
131
00:04:39,613 --> 00:04:41,980
I guess I could
call myself Barf-fly.
132
00:04:41,982 --> 00:04:44,149
Blagh!
[laughs maliciously]
133
00:04:44,151 --> 00:04:45,750
You got me
pretty good there.
134
00:04:45,752 --> 00:04:46,819
My turn!
135
00:04:46,821 --> 00:04:48,620
Whoa! No need to --
136
00:04:48,622 --> 00:04:53,926
♪♪
137
00:04:53,928 --> 00:04:56,729
Seriously? How long
have you had an Omnitrix?
138
00:04:56,731 --> 00:04:58,931
'Cause you seem
a little out of practice.
139
00:04:58,933 --> 00:05:01,666
Okay. I admit
I haven't had it long.
140
00:05:01,668 --> 00:05:03,802
A few nights ago,
I had this crazy dream.
141
00:05:03,804 --> 00:05:05,370
It was so vivid.
142
00:05:05,372 --> 00:05:06,939
[ Suspenseful music plays ]
143
00:05:06,941 --> 00:05:10,943
I had to jot down
what it showed me.
144
00:05:10,945 --> 00:05:14,679
They were plans,
designs, blueprints!
145
00:05:14,681 --> 00:05:16,548
No way I wasn't
gonna build it.
146
00:05:16,550 --> 00:05:18,150
I wasn't even sure
what it was for,
147
00:05:18,152 --> 00:05:20,118
but it didn't take
long to figure out
148
00:05:20,120 --> 00:05:23,088
and, with a few minor
modifications of my own,
149
00:05:23,090 --> 00:05:25,890
I got something
pretty awesome.
150
00:05:25,892 --> 00:05:28,893
What do you mean,
a few minor modifications?
151
00:05:28,895 --> 00:05:30,529
Here, let me show ya!
152
00:05:30,531 --> 00:05:32,997
Uh! Real matu-- Uh!
153
00:05:32,999 --> 00:05:35,233
-Aah!
-You've gotta get out of here.
154
00:05:35,235 --> 00:05:40,739
♪♪
155
00:05:40,741 --> 00:05:43,308
Your modifications
seem a bit glitchy.
156
00:05:43,310 --> 00:05:46,078
Whatever. I know better
than some stupid dream.
157
00:05:46,080 --> 00:05:49,414
I just need time to get
used to the upgrades.
158
00:05:49,416 --> 00:05:51,483
Oh! Uh-oh, gotta fly.
159
00:05:51,485 --> 00:05:52,817
[ Alert warbling ]
160
00:05:52,819 --> 00:05:54,386
Aw, man! [Zap!]
161
00:05:54,388 --> 00:05:56,020
[ Crying out ]
162
00:05:56,022 --> 00:05:57,589
Uahh!
163
00:05:57,591 --> 00:06:01,326
I think you might be due
for some minor modifications.
164
00:06:01,328 --> 00:06:04,129
Aw, did somebody's
powers go bye-bye?
165
00:06:04,131 --> 00:06:06,098
[ Panting ]
166
00:06:06,100 --> 00:06:07,499
[ Whirring ]
167
00:06:07,501 --> 00:06:10,302
Huah!
168
00:06:10,304 --> 00:06:12,705
Ben, you're wrecking
the whole store!
169
00:06:12,707 --> 00:06:14,339
I'm not doing the wrecking!
170
00:06:14,341 --> 00:06:16,941
I'm just waiting for the
Omnitrix to recharge.
171
00:06:16,943 --> 00:06:18,010
Well, you need
to figure out a way
172
00:06:18,012 --> 00:06:19,478
to lure him
out of here.
173
00:06:19,480 --> 00:06:23,015
Aah!
174
00:06:23,017 --> 00:06:24,383
Aha!
175
00:06:24,385 --> 00:06:25,884
There you are, Tennyson.
176
00:06:25,886 --> 00:06:27,952
Now, let's have
some real fun.
177
00:06:27,954 --> 00:06:30,122
Lure him out?
Should be easy.
178
00:06:30,124 --> 00:06:32,324
♪♪
179
00:06:32,326 --> 00:06:33,792
Huahh!
180
00:06:33,794 --> 00:06:35,293
Oh! Ow!
181
00:06:35,295 --> 00:06:37,362
Gotta find a place
to lay low for a bit.
182
00:06:37,364 --> 00:06:40,899
♪♪
183
00:06:40,901 --> 00:06:42,134
That should work.
184
00:06:42,136 --> 00:06:43,201
♪♪
185
00:06:43,203 --> 00:06:44,336
Whoa!
186
00:06:44,338 --> 00:06:51,676
♪♪
187
00:06:51,678 --> 00:06:53,678
♪♪
188
00:06:53,680 --> 00:06:55,213
Phew!
189
00:06:55,215 --> 00:07:02,054
[ Tender, sparkly
lullaby plays ]
190
00:07:02,056 --> 00:07:04,989
I bet you're wondering.
[ Warbling ]
191
00:07:04,991 --> 00:07:06,525
Hey! That's a new one.
192
00:07:06,527 --> 00:07:07,992
[ Zap! ]
193
00:07:07,994 --> 00:07:10,695
[ Adventure music plays ]
194
00:07:10,697 --> 00:07:16,568
♪♪
195
00:07:16,570 --> 00:07:18,771
[ Resonating ]
196
00:07:18,773 --> 00:07:22,807
[ Roaring ]
197
00:07:22,809 --> 00:07:26,111
Whoa-oa-oa!
This is awesome!
198
00:07:26,113 --> 00:07:29,247
I'll call this one
Giganti-gecko.
199
00:07:29,249 --> 00:07:30,883
No. That's no good.
[gasp!]
200
00:07:30,885 --> 00:07:33,385
Iguana Monster!
201
00:07:33,387 --> 00:07:34,719
No. That's weak.
202
00:07:34,721 --> 00:07:36,088
Roar Thing!
203
00:07:36,090 --> 00:07:39,858
Oh. Oh, maybe
Mega Stega-dude!
204
00:07:39,860 --> 00:07:42,961
[ Pop! ]
Humungousaur.
205
00:07:42,963 --> 00:07:48,833
Works for me.
Thanks, kid!
206
00:07:48,835 --> 00:07:50,502
Whoa!
207
00:07:50,504 --> 00:07:51,770
[ Clang! ]
208
00:07:51,772 --> 00:07:53,372
Oops!
209
00:07:53,374 --> 00:07:54,773
Uh-oh.
210
00:07:54,775 --> 00:07:56,408
[ Resonating ]
211
00:07:56,410 --> 00:07:58,477
Whah! Ohh.
212
00:07:58,479 --> 00:08:00,312
This is gonna take
some getting used to.
213
00:08:00,314 --> 00:08:01,580
Aaagh!
214
00:08:01,582 --> 00:08:04,849
Batter up!
215
00:08:04,851 --> 00:08:06,084
[ Laughs ]
216
00:08:06,086 --> 00:08:07,686
Okay. The tail can stay.
217
00:08:07,688 --> 00:08:10,755
[ Suspenseful music plays ]
218
00:08:10,757 --> 00:08:13,425
How far did he go?
219
00:08:13,427 --> 00:08:14,793
All right, Kev!
220
00:08:14,795 --> 00:08:16,361
Where are you at, buddy?
221
00:08:16,363 --> 00:08:18,731
Comin' atcha!
222
00:08:18,733 --> 00:08:20,399
[ Grunting ]
223
00:08:20,401 --> 00:08:22,501
[ Whimsical tune plays ]
[echoing] Cleanup.
224
00:08:22,503 --> 00:08:23,968
cleanup on aisles 14, 15,
225
00:08:23,970 --> 00:08:25,604
16, 17.
226
00:08:25,606 --> 00:08:27,005
Ahh!
227
00:08:27,007 --> 00:08:29,474
And... aisles 22, 23,
228
00:08:29,476 --> 00:08:31,543
and 24.
229
00:08:31,545 --> 00:08:33,311
[ Glass shattering ]
Ohh!
230
00:08:33,313 --> 00:08:36,248
Uhh! You ready to go
again, kid?
231
00:08:36,250 --> 00:08:38,617
Grr!
232
00:08:38,619 --> 00:08:40,785
[Growl] Eww.
233
00:08:40,787 --> 00:08:43,488
[ Whirring ]
234
00:08:43,490 --> 00:08:44,623
[ Grunting ]
235
00:08:44,625 --> 00:08:45,557
[ Glass shattering ]
Oh!
236
00:08:45,559 --> 00:08:46,992
-Arrrrhhhh!
-Ooh!
237
00:08:49,430 --> 00:08:50,896
Ben! [grunts]
238
00:08:52,566 --> 00:08:56,401
[ Whimsical tune plays ]
239
00:08:56,403 --> 00:08:57,035
I quit.
240
00:08:57,037 --> 00:08:59,003
[ Both crying out ]
241
00:08:59,005 --> 00:09:00,705
[ Suspenseful music plays ]
242
00:09:00,707 --> 00:09:02,240
Ahhhhh....
243
00:09:02,242 --> 00:09:03,375
uhhh!
244
00:09:03,377 --> 00:09:04,643
Whoa! Ugh!
245
00:09:04,645 --> 00:09:06,244
Huh?
246
00:09:06,246 --> 00:09:09,714
If I'm goin' down,
you're coming with me!
247
00:09:09,716 --> 00:09:11,183
Oh, no!
248
00:09:11,185 --> 00:09:14,018
♪♪
249
00:09:14,020 --> 00:09:15,954
Not so fast, freak.
Uh!
250
00:09:15,956 --> 00:09:17,990
♪♪
251
00:09:17,992 --> 00:09:20,024
[ Alert beeping ]
252
00:09:20,026 --> 00:09:22,561
Oh, not now.
I need the muscle.
253
00:09:22,563 --> 00:09:25,263
I gotta beat him, somehow,
before I time out!
254
00:09:25,265 --> 00:09:28,133
[ Grunting ]
255
00:09:28,135 --> 00:09:29,702
[ Beeping continues ]
256
00:09:29,704 --> 00:09:31,603
Ben, just let it
time out!
257
00:09:31,605 --> 00:09:34,573
But I can't beat this guy
without my powers!
258
00:09:34,575 --> 00:09:35,708
Trust me!
259
00:09:35,710 --> 00:09:37,609
It's the only way
to win this!
260
00:09:37,611 --> 00:09:39,411
[ Beeping continues ]
261
00:09:39,413 --> 00:09:40,679
Come on, loser.
262
00:09:40,681 --> 00:09:43,215
I'm just getting started,
having my fun with you.
263
00:09:43,217 --> 00:09:45,217
Well, I'm done
having fun.
264
00:09:45,219 --> 00:09:48,020
[ Zap! ]
265
00:09:48,022 --> 00:09:51,556
Not cool, Tennyso-o-o-o-n!
266
00:09:51,558 --> 00:09:52,624
Unh!
267
00:09:52,626 --> 00:09:56,395
[ Adventure music plays ]
268
00:09:56,397 --> 00:09:58,597
This isn't over!
269
00:09:58,599 --> 00:09:59,932
I'll be back!
270
00:09:59,934 --> 00:10:03,035
[glug-glug]
I'll be ba-a-a-ck!
271
00:10:05,972 --> 00:10:07,406
[ Ding! ]
272
00:10:07,408 --> 00:10:08,974
Come on, kids.
We gotta go.
273
00:10:10,711 --> 00:10:11,910
Did you get
what you need?
274
00:10:11,912 --> 00:10:13,212
Both: Yep.
275
00:10:16,550 --> 00:10:18,751
[ Whirring ]
276
00:10:18,753 --> 00:10:21,653
[ Rotors whirring ]
277
00:10:21,655 --> 00:10:23,155
[ Warbling ]
278
00:10:23,157 --> 00:10:25,590
[ Smooth jazz plays ]
279
00:10:25,592 --> 00:10:27,125
Next stop: Europe.
280
00:10:27,127 --> 00:10:28,661
Are you ready
for this, Ben?
281
00:10:28,663 --> 00:10:30,629
Yeah.
I believe I am.
282
00:10:30,631 --> 00:10:32,997
However, I have a feeling
that this won't be
283
00:10:32,999 --> 00:10:34,967
the last we're gonna see
of good old Kevin.
284
00:10:34,969 --> 00:10:40,272
♪♪
285
00:10:40,274 --> 00:10:42,641
Unh!
286
00:10:42,643 --> 00:10:44,743
[ Warble ]
287
00:10:44,745 --> 00:10:46,010
[ Resonating ]
288
00:10:46,012 --> 00:10:47,612
[ Sinister music plays ]
289
00:10:47,614 --> 00:10:51,316
[ Whirring ]
290
00:10:51,318 --> 00:10:54,453
Hmm, interesting.
291
00:10:54,455 --> 00:10:56,955
I may have found an even better candidate
292
00:10:56,957 --> 00:10:58,523
than Tennyson.
293
00:10:58,525 --> 00:10:59,958
♪♪
294
00:11:01,994 --> 00:11:10,668
♪♪
295
00:11:10,670 --> 00:11:13,672
♪♪
296
00:11:14,674 --> 00:11:15,908
[ Sloop! ]
19141
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