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1
00:00:00,601 --> 00:00:05,838
♪♪
2
00:00:05,906 --> 00:00:07,205
♪ Ben 10!
3
00:00:07,274 --> 00:00:09,274
♪ Ben 10!
4
00:00:09,276 --> 00:00:10,442
♪ Ben 10!
5
00:00:10,511 --> 00:00:11,443
♪ Ben 10!
6
00:00:11,512 --> 00:00:12,611
♪ Ben 10!
7
00:00:12,679 --> 00:00:13,812
♪ Ben 10!
8
00:00:13,880 --> 00:00:15,780
♪ Ben 10!
9
00:00:15,782 --> 00:00:17,383
♪ Ben 10!
10
00:00:20,821 --> 00:00:26,058
♪♪
11
00:00:26,126 --> 00:00:28,226
[ Engine revs ]
12
00:00:28,295 --> 00:00:29,428
[ Tires screech ]
13
00:00:29,496 --> 00:00:31,530
I-I think --
I think I lost him.
14
00:00:31,598 --> 00:00:33,465
Aaah!
[ Tires screech ]
15
00:00:33,534 --> 00:00:36,000
How could he be in
so many places at once?
16
00:00:36,002 --> 00:00:37,436
Gah!
17
00:00:37,504 --> 00:00:38,803
[ Tires screech ]
18
00:00:38,805 --> 00:00:42,541
Please...[Sobbing]
just leave me alone.
19
00:00:42,609 --> 00:00:43,976
[ Screams ] Oh!
20
00:00:44,044 --> 00:00:45,343
[ Grunts ]
21
00:00:45,412 --> 00:00:46,945
[ Groans ]
22
00:00:49,249 --> 00:00:51,083
[ Scoffs ]
23
00:00:51,151 --> 00:00:53,218
Feh! Oh, LaGrange...
24
00:00:53,220 --> 00:00:54,486
just look at what a mess
25
00:00:54,555 --> 00:00:56,354
that Tennyson brat
has made of you.
26
00:00:56,423 --> 00:00:57,422
[ Scoffs ]
[ Glass shatters ]
27
00:00:57,424 --> 00:00:59,091
I just want to rip that watch
28
00:00:59,159 --> 00:01:01,025
from his boorish little wrist.
29
00:01:01,027 --> 00:01:03,462
Forever Knight: LaGrange,
compose yourself.
30
00:01:03,530 --> 00:01:05,063
[ Gasps ]
Show yourself.
31
00:01:05,132 --> 00:01:08,767
You can call me
the Forever Knight.
32
00:01:08,835 --> 00:01:10,469
Wha-- Wha--
W-W-What do you want?
33
00:01:10,537 --> 00:01:15,107
The question, LaGrange,
is what do you want?
34
00:01:15,175 --> 00:01:17,242
[ Buzzards screech ]
35
00:01:17,244 --> 00:01:21,680
♪♪
36
00:01:21,748 --> 00:01:23,582
[ Engines rev ]
37
00:01:23,650 --> 00:01:26,050
Whoa, check out
all these cool cars.
38
00:01:26,052 --> 00:01:28,453
[ Chuckling ] And that one's
the coolest of them all.
39
00:01:28,455 --> 00:01:30,022
Glad you're such
a fan, Ben.
40
00:01:30,090 --> 00:01:33,892
I would agree this ride is
pretty lit, my dude.
41
00:01:33,960 --> 00:01:36,895
Ugh, only Phil could
make muscle cars lame.
42
00:01:36,963 --> 00:01:39,097
Phil: You guys are
in for a real treat.
43
00:01:39,166 --> 00:01:41,066
This is an especially
unique race.
44
00:01:41,068 --> 00:01:43,535
It's sponsored by
a mysterious new company:
45
00:01:43,604 --> 00:01:44,737
Galahad, Inc.
46
00:01:44,805 --> 00:01:46,538
They won't say
what the prize is.
47
00:01:46,607 --> 00:01:49,574
It could be anything --
a spot at a research team
48
00:01:49,576 --> 00:01:50,943
or a seat on a moon shuttle.
49
00:01:51,011 --> 00:01:52,544
It's got to be so --
50
00:01:52,613 --> 00:01:54,346
[ Sneezes ]
You okay?
51
00:01:54,415 --> 00:01:58,517
Don't worry about me,
just some desert allergies.
52
00:01:58,585 --> 00:02:00,819
Now, let me
show you the track.
53
00:02:00,887 --> 00:02:02,787
First there's
a straightaway...
54
00:02:02,789 --> 00:02:04,322
[Sneezes]...then
Side-Winder Alley...
55
00:02:04,391 --> 00:02:08,393
[Sneezes]...which takes you
up to Telescope Peak.
56
00:02:08,395 --> 00:02:09,628
Watch out for the rabbit.
57
00:02:09,696 --> 00:02:12,564
I mean, really watch out
for that rabbit
58
00:02:12,633 --> 00:02:14,399
and back down
for the final stretch.
59
00:02:14,401 --> 00:02:17,802
Announcer: Racers, make your way to starting positions.
60
00:02:17,804 --> 00:02:20,105
Well, I guess I should
be getting --
61
00:02:20,107 --> 00:02:21,406
[ Sneezes loudly ]
62
00:02:21,408 --> 00:02:22,507
[ Horn honks ]
63
00:02:22,509 --> 00:02:24,242
Phil, are you sure
you're okay?
64
00:02:24,311 --> 00:02:25,610
Never better.
65
00:02:25,612 --> 00:02:27,780
I'm not sure
if you're going to make it.
66
00:02:29,383 --> 00:02:31,650
Hey, what if I race
in his place?
67
00:02:31,718 --> 00:02:34,719
I bet XLR8 will blow
all these jocks off the road,
68
00:02:34,721 --> 00:02:36,721
you know,
for Phil's sake.
69
00:02:36,723 --> 00:02:39,257
Well, only for
Phil's sake.
Yes!
70
00:02:39,326 --> 00:02:42,561
Good to see you, kid,
but you're not winning anything.
71
00:02:42,629 --> 00:02:44,797
Hey, I still remember
that stunt you pulled
72
00:02:44,865 --> 00:02:46,098
back at the Great Wall.
73
00:02:46,166 --> 00:02:48,333
We were supposed
to be friends.
74
00:02:48,335 --> 00:02:50,369
When it comes to racing,
there are no friends,
75
00:02:50,437 --> 00:02:52,137
only family.
76
00:02:52,139 --> 00:02:54,739
Oh, I've got family, Vin,
right here.
77
00:02:54,741 --> 00:02:56,975
I can respect that.
[ Engine revs ]
78
00:02:57,043 --> 00:03:00,545
Racers, start your engines!
79
00:03:00,547 --> 00:03:02,981
[ Engines idling ]
80
00:03:06,320 --> 00:03:07,586
Hot desert dogs!
81
00:03:07,654 --> 00:03:09,688
Get your hot desert dogs
right here.
82
00:03:09,756 --> 00:03:11,189
What are in these things
anyway?
83
00:03:11,258 --> 00:03:13,291
If you don't know,
then why did you --
84
00:03:13,360 --> 00:03:14,426
Never mind.
85
00:03:14,495 --> 00:03:15,960
With XLR8,
this is going to be
86
00:03:15,962 --> 00:03:18,330
easy-peasy ham and cheesy.
[ Beeping ]
87
00:03:18,399 --> 00:03:20,733
♪♪
88
00:03:20,801 --> 00:03:22,434
[ Warbling ]
Huh? Aah!
89
00:03:22,503 --> 00:03:23,602
What's going on?
90
00:03:23,670 --> 00:03:25,237
Transform already.
91
00:03:25,305 --> 00:03:28,373
Whoa. A-a-a-ah!
92
00:03:28,375 --> 00:03:29,608
[ Screams ]
93
00:03:29,676 --> 00:03:31,243
[ Grunts ]
What just happened?
94
00:03:31,311 --> 00:03:32,711
Well, well...
95
00:03:32,779 --> 00:03:35,780
I wonder who could have
given me this, huh?
96
00:03:35,782 --> 00:03:37,649
A remote-controlled device,
especially designed
97
00:03:37,718 --> 00:03:40,018
to neutralize
your fastest alien.
98
00:03:40,087 --> 00:03:42,487
Hey, no fair.
And go!
99
00:03:42,489 --> 00:03:44,223
[ Tires squeal ]
[ Coughs ]
100
00:03:44,258 --> 00:03:47,092
[ Beeping ]
Oh, come on. Come on.
101
00:03:47,094 --> 00:03:50,328
Diamondhead?
This is not gonna be good.
102
00:03:50,397 --> 00:03:53,165
[ Engines revving ]
103
00:03:53,233 --> 00:03:54,767
For glory.
104
00:03:54,835 --> 00:03:57,302
Vin Ethanol: For family!
105
00:03:57,304 --> 00:03:59,104
Bonjour, Ethanol.
106
00:03:59,106 --> 00:04:01,139
Did you do something new
with your hair?
107
00:04:01,208 --> 00:04:02,441
[ Laughs ]
108
00:04:02,509 --> 00:04:03,642
Grrr.
109
00:04:03,710 --> 00:04:06,745
[ Tires squeal ]
110
00:04:06,813 --> 00:04:08,547
[ Wind whistles ]
111
00:04:10,284 --> 00:04:11,450
[ Groans ]
112
00:04:11,518 --> 00:04:12,985
This is all
LaGrange's fault.
113
00:04:13,053 --> 00:04:15,820
If it wasn't for his little
anti-XLR8 thingy-ma-jig,
114
00:04:15,822 --> 00:04:18,257
I'd be in the winner's circle
by now.
115
00:04:18,292 --> 00:04:20,559
[ Screams ]
116
00:04:20,627 --> 00:04:22,160
-Ben, come on!
-Whoa.
117
00:04:22,229 --> 00:04:24,663
-You okay, kiddo?
-What happened back there?
118
00:04:24,731 --> 00:04:26,999
LaGrange showed up with some
weird remote thingy,
119
00:04:27,067 --> 00:04:30,068
and it jammed the watch,
so now XLR8 won't work.
120
00:04:30,137 --> 00:04:32,104
There's no way I can win
as long as he has it.
121
00:04:32,172 --> 00:04:34,106
-You kids are resourceful.
-Yes!
122
00:04:34,174 --> 00:04:38,743
We can review Phil's map
and come up with a plan.
123
00:04:38,745 --> 00:04:40,713
LaGrange: Why the cold
shoulder, Vin?
124
00:04:40,781 --> 00:04:43,047
That's no way
to treat your family.
125
00:04:43,049 --> 00:04:45,049
[ Groans ] I must say,
your commitment
126
00:04:45,051 --> 00:04:46,819
to the sudden treatment
is inspiring.
127
00:04:46,887 --> 00:04:48,052
[ Gasps ]
Qu'est-ce que c'est?!
128
00:04:48,054 --> 00:04:50,555
Uh, t-think
of how much better
129
00:04:50,557 --> 00:04:52,090
we race as a team, huh?
130
00:04:52,159 --> 00:04:56,761
Together or not at all,
remember?
131
00:04:56,763 --> 00:04:59,698
Always a fool
for sentimentality.
132
00:04:59,766 --> 00:05:01,299
[ Tires screech ]
133
00:05:01,368 --> 00:05:03,135
That was a dirty move,
and you know it.
134
00:05:03,203 --> 00:05:06,038
I have not even begun
to play dirty.
135
00:05:06,106 --> 00:05:09,441
♪♪
136
00:05:09,510 --> 00:05:10,609
Nice try.
137
00:05:10,677 --> 00:05:16,348
♪♪
138
00:05:16,417 --> 00:05:18,650
You're all out of
second chances, Buster.
139
00:05:18,719 --> 00:05:21,253
[ Tires screech ]
140
00:05:21,321 --> 00:05:23,188
How's the plan going
back there, kids?
141
00:05:23,190 --> 00:05:25,323
Okay, the racers
are just getting into
142
00:05:25,392 --> 00:05:26,558
Side-Winder Alley now.
143
00:05:26,627 --> 00:05:29,094
Everybody is gonna
be following this windy road,
144
00:05:29,096 --> 00:05:30,562
but it would save
a whole lot of time
145
00:05:30,631 --> 00:05:31,830
if you just
started here
146
00:05:31,898 --> 00:05:33,031
and went straight
for the finish.
147
00:05:33,100 --> 00:05:35,033
-Good enough for me.
-Ben, wait.
148
00:05:35,102 --> 00:05:36,769
Remember why
you're doing this.
149
00:05:36,837 --> 00:05:38,470
You can't let yourself
get distracted.
150
00:05:38,539 --> 00:05:39,804
Right.
151
00:05:39,806 --> 00:05:41,106
Cut over the mountain
straight to LaGrange,
152
00:05:41,108 --> 00:05:43,942
and crush his little
anti-XLR8 remote.
153
00:05:44,010 --> 00:05:46,711
No! Cut over the mountain,
go to the finish line,
154
00:05:46,713 --> 00:05:48,046
so you can win
the race for Phil.
155
00:05:48,115 --> 00:05:49,682
Oh. Oh, yeah.
Right.
156
00:05:49,750 --> 00:05:51,183
Win the race for Phil...
157
00:05:51,251 --> 00:05:52,484
[Whispering]
by catching LaGrange
158
00:05:52,553 --> 00:05:54,486
and smashing
his anti-XLR8 remote.
159
00:05:54,555 --> 00:05:56,288
What was that?
Sorry, Gwen.
160
00:05:56,356 --> 00:05:57,756
It's hero time!
161
00:05:57,824 --> 00:06:00,092
[ Growls ] Go, Rath.
162
00:06:00,160 --> 00:06:03,395
Why didn't you pick something
that can fly? Argh!
163
00:06:03,464 --> 00:06:12,137
♪♪
164
00:06:12,139 --> 00:06:13,638
Who's a cat and a half?
165
00:06:13,640 --> 00:06:15,340
Rath is a cat and a half.
166
00:06:15,342 --> 00:06:18,377
I'm going to rip and tear
that little --
167
00:06:18,412 --> 00:06:23,882
♪♪
168
00:06:23,950 --> 00:06:25,217
Come on, Rath.
169
00:06:25,285 --> 00:06:27,152
You ain't gonna let
some small fry like that
170
00:06:27,154 --> 00:06:29,221
rip this victory
out of your hands.
171
00:06:29,289 --> 00:06:30,489
Okay, okay.
172
00:06:30,557 --> 00:06:31,556
Eyes on the prize.
173
00:06:31,558 --> 00:06:32,757
No more distractions.
174
00:06:32,759 --> 00:06:34,759
Eyes on the bunny.
Aaaaaaaaaah!
175
00:06:34,761 --> 00:06:36,661
You're mine, little man.
176
00:06:36,663 --> 00:06:38,497
♪♪
177
00:06:38,565 --> 00:06:40,032
LaGrange: Oh, no shame
in coming in second
178
00:06:40,100 --> 00:06:41,834
to a superior driver.
179
00:06:41,902 --> 00:06:46,304
You ain't a driver, LaGrange.
You're a cheater.
180
00:06:46,373 --> 00:06:48,040
Oh, thank you as always
181
00:06:48,108 --> 00:06:50,609
for your sanctimonious
morale judgement,
182
00:06:50,677 --> 00:06:52,845
but I have a race to win.
183
00:06:52,913 --> 00:06:54,713
Hey, what are you --
Whoa!
184
00:06:54,781 --> 00:06:58,917
[ Tires screech ]
185
00:06:58,985 --> 00:07:01,386
Did you just try
to throw me off a cliff?
186
00:07:01,388 --> 00:07:03,856
Oh! [ Chuckles ]
Oh, you'll get over it.
187
00:07:03,924 --> 00:07:05,958
You never could stay mad
at family.
188
00:07:06,026 --> 00:07:08,127
You ain't my family,
LaGrange.
189
00:07:10,264 --> 00:07:12,364
[ Rath snarls ]
190
00:07:12,433 --> 00:07:13,798
Whoa, whoa, whoa.
191
00:07:13,800 --> 00:07:16,068
♪♪
192
00:07:16,136 --> 00:07:17,770
[ Meows ]
193
00:07:17,838 --> 00:07:20,405
♪♪
194
00:07:20,407 --> 00:07:22,907
I'm not a desert pancake?
195
00:07:22,909 --> 00:07:25,844
Awesome. Hmm.
Oh, it's the finish line.
196
00:07:25,912 --> 00:07:27,345
This is perfect.
197
00:07:27,414 --> 00:07:29,614
All I got to do is get
over there before...
198
00:07:29,616 --> 00:07:30,983
LaGrange.
199
00:07:31,051 --> 00:07:34,052
Wait, I feel like there's
something I'm forgetting.
200
00:07:34,121 --> 00:07:36,488
Gwen: You are doing this for Phil...
201
00:07:36,557 --> 00:07:38,390
Phil.
202
00:07:38,459 --> 00:07:39,424
Hey, huh?
203
00:07:39,426 --> 00:07:41,326
I guess we'll never know.
204
00:07:41,328 --> 00:07:48,767
♪♪
205
00:07:48,835 --> 00:07:51,003
Slapback, huh?
Okay.
206
00:07:51,071 --> 00:07:54,306
I can work with this,
just got to...
207
00:07:54,375 --> 00:07:56,775
Whoa-whoa-whoa!
208
00:07:56,843 --> 00:07:58,677
Both: All right!
209
00:07:58,745 --> 00:08:00,412
♪♪
210
00:08:00,481 --> 00:08:03,081
[ Chuckles ]
The last leg of the race!
211
00:08:03,150 --> 00:08:05,317
Any more fancy
driving tricks
212
00:08:05,386 --> 00:08:07,686
you want to show off
before I win?
213
00:08:07,754 --> 00:08:08,721
Arghh.
214
00:08:08,789 --> 00:08:10,622
[ Engines rev ]
215
00:08:10,691 --> 00:08:13,425
[ Laughs ]
C'est magnifique!
216
00:08:13,494 --> 00:08:15,994
Nothing stands
between me and victory,
217
00:08:16,063 --> 00:08:19,531
not you and not that
horrible little --
218
00:08:19,600 --> 00:08:22,201
[ Tires screech ]
219
00:08:26,040 --> 00:08:28,741
Oh, the race,
I can still win this.
220
00:08:28,809 --> 00:08:31,376
[ Tires squeal ]
221
00:08:31,378 --> 00:08:34,079
[ Growls ]
What is wrong with my car?
222
00:08:34,081 --> 00:08:36,081
Why does she accelerate so slow?
223
00:08:36,083 --> 00:08:37,649
Something is
weighing it down --
224
00:08:37,718 --> 00:08:38,717
Aaah!
225
00:08:38,785 --> 00:08:39,752
Hiya.
226
00:08:39,820 --> 00:08:43,455
[ Indistinct shouting ]
227
00:08:47,127 --> 00:08:49,894
Vin, help!
These little creatures are...
228
00:08:49,896 --> 00:08:52,665
No! Noooo!
229
00:08:52,733 --> 00:08:56,201
I already told you,
that ain't gonna work anymore.
230
00:08:56,203 --> 00:08:58,236
[ Chuckling ]
Yeah! We got it.
231
00:08:58,305 --> 00:08:59,638
[ Indistinct shouting ]
232
00:08:59,706 --> 00:09:02,975
[ Cheers and applause ]
233
00:09:05,612 --> 00:09:08,180
[ Indistinct talking ]
234
00:09:15,656 --> 00:09:17,922
So much for not
getting distracted.
235
00:09:17,924 --> 00:09:19,157
Maybe something
happened.
236
00:09:19,226 --> 00:09:20,825
We should go back
and look for him.
237
00:09:20,827 --> 00:09:22,394
[ All cheering ]
238
00:09:22,463 --> 00:09:24,997
I got that thing away
from LaGrange.
239
00:09:25,065 --> 00:09:26,531
Great, but you were
supposed to go
240
00:09:26,533 --> 00:09:27,966
straight to the finish
for Phil.
241
00:09:28,034 --> 00:09:29,668
But -- But LaGrange
had this remote.
242
00:09:29,736 --> 00:09:33,372
It was messing with the watch.
I had to get it or...
Or what?
243
00:09:33,440 --> 00:09:35,440
Other people can take care
of LaGrange, you know?
244
00:09:35,442 --> 00:09:37,209
You have
violated parole.
245
00:09:37,277 --> 00:09:38,410
[ Indistinct shouting ]
246
00:09:38,479 --> 00:09:40,112
Ben, you made
a promise to Phil.
247
00:09:40,180 --> 00:09:41,546
I think you owe him
an apology.
248
00:09:41,548 --> 00:09:43,982
Did you see the end
of that race?
249
00:09:44,050 --> 00:09:47,720
Woof! Mighty
exhilarating driving.
250
00:09:47,788 --> 00:09:50,122
So what were
we talking about?
251
00:09:50,190 --> 00:09:51,890
I wanted to say
I'm sorry.
252
00:09:51,958 --> 00:09:53,958
I promised I was gonna
win you this race,
253
00:09:53,960 --> 00:09:55,728
but I let myself
get distracted
254
00:09:55,796 --> 00:09:57,830
by LaGrange's Omnitrix
jammer thing
255
00:09:57,898 --> 00:09:59,464
and made it all about me.
256
00:09:59,466 --> 00:10:00,632
Omnitrix jammer?
257
00:10:00,701 --> 00:10:02,267
-Huh?
-Fascinating.
258
00:10:02,269 --> 00:10:04,803
You wouldn't mind if I did
some studies on this, would you?
259
00:10:04,871 --> 00:10:06,038
You mean,
you aren't upset
260
00:10:06,106 --> 00:10:08,073
that I didn't win
that big prize?
261
00:10:08,075 --> 00:10:09,708
Oh, no, no, no.
Word on the street is,
262
00:10:09,776 --> 00:10:12,244
it was just a tour
of some nearby factory.
263
00:10:12,312 --> 00:10:13,645
Ah-choo!
264
00:10:13,714 --> 00:10:16,581
I probably shouldn't spend
any more time in this desert.
265
00:10:16,583 --> 00:10:18,417
[ Engine revs ]
266
00:10:18,485 --> 00:10:26,458
♪♪
267
00:10:26,527 --> 00:10:27,526
Yo.
268
00:10:27,594 --> 00:10:29,461
Ah, Mr. Ethanol.
269
00:10:29,530 --> 00:10:33,065
I believe congratulations
are in order.
270
00:10:33,133 --> 00:10:36,168
I have a job offer of sorts
I wish to extend.
271
00:10:36,236 --> 00:10:37,636
Thanks and all, Tin Man,
272
00:10:37,704 --> 00:10:39,304
but I'm gonna have to turn you
down on that one.
273
00:10:39,306 --> 00:10:41,306
I can drive circles
around LaGrange,
274
00:10:41,308 --> 00:10:43,308
but that win back there
wasn't clean.
275
00:10:43,310 --> 00:10:44,843
I don't deserve
your prize.
276
00:10:44,911 --> 00:10:46,178
Just hear my out.
277
00:10:46,246 --> 00:10:48,547
Perhaps job is not the best way
to put it.
278
00:10:48,615 --> 00:10:50,615
There's a place for you
in this...thing
279
00:10:50,617 --> 00:10:52,817
I'm putting together,
a consortium,
280
00:10:52,819 --> 00:10:54,419
a gathering of forces,
281
00:10:54,421 --> 00:10:57,122
a...family,
you might say.
282
00:10:57,124 --> 00:10:59,525
Family, huh?
283
00:11:02,729 --> 00:11:10,836
♪♪
284
00:11:10,904 --> 00:11:14,372
♪♪
285
00:11:14,374 --> 00:11:16,608
[ Slurps ]
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