1
00:00:15,483 --> 00:00:17,750
[SCREAM]

2
00:00:20,521 --> 00:00:22,054
              AGH!

3
00:00:29,630 --> 00:00:32,698
     YEAH, I CAN DO THAT...

4
00:00:32,700 --> 00:00:34,733
           [SCREAMS]

5
00:00:36,003 --> 00:00:37,803
      IN PURSUIT
      OF RUNAWAY VEHICLE.

6
00:00:37,805 --> 00:00:41,040
  PROCEEDING WEST ON PUGSLEY
  BOULEVARD NEAR KLINE AVENUE.

7
00:01:14,909 --> 00:01:16,875
    WHOA, THAT'S SOME TANK,
    GRANDPA.

8
00:01:16,877 --> 00:01:21,080
  IT'S NOT A TANK, DOOFUS.
  IT'S A FULLY AUTOMATED URBAN
  ASSAULT VEHICLE.

9
00:01:21,082 --> 00:01:23,749
  YOU'RE A FULLY ANNOYING
  ASSAULT ON MY EYES AND EARS.

10
00:01:23,751 --> 00:01:27,419
YOU'RE A FULLY DISGUSTING
ASSAULT ON MY NOSE. SHOWER MUCH?

11
00:01:27,421 --> 00:01:29,555
 ONLY TO WASH OFF YOUR COOTIES.

12
00:01:29,557 --> 00:01:30,923
KNOCK IT OFF, YOU TWO!

13
00:01:58,052 --> 00:02:00,119
           All: HUH?

14
00:02:09,463 --> 00:02:10,796
           WHOAOAAA!

15
00:02:15,136 --> 00:02:16,602
           Ben: WHOA!

16
00:02:16,604 --> 00:02:19,638
WHATEVER THIS THING IS, IT'S
GONE COMPLETELY OUT OF CONTROL!

17
00:02:24,078 --> 00:02:26,445
  WHICH MEANS IT'S HERO TIME!

18
00:02:26,447 --> 00:02:28,113
    - HUH?
    - NOT ON A SCHOOL NIGHT.

19
00:02:28,115 --> 00:02:30,849
  I PROMISED BOTH YOUR PARENTS
  I'D HAVE YOU HOME BY 8:00.

20
00:02:37,158 --> 00:02:40,993
   ACCORDING TO MY WATCH,
   IT'S TIME FOR AN UPGRADE.

21
00:02:59,446 --> 00:03:00,913
        HOLD UP, DWEEB!

22
00:03:04,118 --> 00:03:05,784
      WHAT IT NEEDS IS
      A DISMANTLING SPELL!

23
00:03:05,786 --> 00:03:06,785
            UPGRADE!

24
00:03:06,787 --> 00:03:09,655
       DISMANTLING SPELL!

25
00:03:09,657 --> 00:03:10,689
            UPGRADE!

26
00:03:10,691 --> 00:03:13,125
DISMANTLING SPELL!

27
00:03:13,127 --> 00:03:14,693
         OKAY, YOU WIN.

28
00:03:17,965 --> 00:03:19,298
             PSYCH!

29
00:03:19,300 --> 00:03:22,034
            [GROANS]

30
00:03:32,213 --> 00:03:35,180
     WHOA! NOT THE KIND OF
     UPGRADE I HAD IN MIND!

31
00:03:35,182 --> 00:03:38,784
    MECHANAE DISCOMBOBULUS!

32
00:03:51,732 --> 00:03:54,800
    WHOA! THIS IS NOT GOOD!

33
00:04:01,075 --> 00:04:03,242
  WHOA, UNH, OOH, UHH, WHOA...

34
00:04:18,692 --> 00:04:20,926
             WHOA!

35
00:04:26,033 --> 00:04:27,833
           UH...OOPS?

36
00:04:33,540 --> 00:04:35,207
GRANDPA! YOU ALL RIGHT?

37
00:04:35,209 --> 00:04:37,109
       A FEW MORE INCHES
       AND I WOULDN'T BE.

38
00:04:39,213 --> 00:04:40,245
    Both:
    THIS IS ALL YOUR FAULT!

39
00:04:40,247 --> 00:04:43,215
 Both:
 MY FAULT? HOW IS IT MY FAULT?

40
00:04:43,217 --> 00:04:46,218
YOU'RE THE PEA-BRAIN WHO
UPGRADED THAT ASSAULT VEHICLE!

41
00:04:46,220 --> 00:04:48,954
    WELL, YOU'RE THE NIMROD WHO
    HIT ME WITH A DISMANTLING
    SPELL!

42
00:04:48,956 --> 00:04:50,889
   KNOCK IT OFF, BOTH OF YOU.

43
00:04:50,891 --> 00:04:53,725
   THE POINT IS, THE DANGER'S
   OVER AND EVERYONE'S FINE.

44
00:04:53,727 --> 00:04:54,726
             FINE!

45
00:04:54,728 --> 00:04:55,727
            - FINE!
            - FINE!

46
00:04:55,729 --> 00:04:58,130
            [SIGHS]

47
00:04:58,132 --> 00:05:01,300
NOW LET'S GET OUT OF HERE BEFORE
YOU CAUSE ANY MORE DAMAGE.

48
00:05:56,123 --> 00:05:58,857
         GWEN? GRANDPA?

49
00:06:04,798 --> 00:06:06,865
      WHERE IS EVERYBODY?

50
00:06:22,349 --> 00:06:23,882
            GRANDPA?

51
00:06:32,826 --> 00:06:34,226
           HEATBLAST?

52
00:06:35,863 --> 00:06:38,130
     WHY ARE YOU ATTACKING
     ME?

53
00:06:42,035 --> 00:06:44,136
WAIT, YOU ARE ME.

54
00:07:03,690 --> 00:07:04,990
              HMM?

55
00:07:06,393 --> 00:07:09,027
             RAHH!

56
00:07:09,029 --> 00:07:10,762
           FOUR ARMS?

57
00:07:15,369 --> 00:07:16,501
             HAHH!

58
00:07:18,939 --> 00:07:22,707
  WHAT IS THIS? THE OMNITRIX'S
  GREATEST HITS LIVE?

59
00:07:22,709 --> 00:07:24,276
             YAHHH!

60
00:07:28,048 --> 00:07:32,217
 OR IS THIS ANOTHER ONE OF YOUR
 STUPID MAGIC SPELLS, GWEN?

61
00:07:32,219 --> 00:07:35,620
            [SNIFFS]
            [GAGS]

62
00:07:40,727 --> 00:07:42,294
           STINKFLY!

63
00:07:43,897 --> 00:07:47,432
   DEFINITELY DOESN'T
   SMELL LIKE A MAGIC SPELL.

64
00:07:47,434 --> 00:07:48,967
              AGH!

65
00:07:50,404 --> 00:07:51,403
            [GRUNT]

66
00:07:51,405 --> 00:07:53,138
          DIAMONDHEAD?

67
00:08:00,080 --> 00:08:02,314
            [GROWLS]

68
00:08:03,417 --> 00:08:04,483
             WHOA!

69
00:08:04,485 --> 00:08:06,351
           WILDMUTT?

70
00:08:10,924 --> 00:08:12,657
WHO ELSE WANTS
      A PIECE OF ME TODAY?

71
00:08:20,767 --> 00:08:22,667
     UPGRADE? I HAD TO ASK.

72
00:08:24,771 --> 00:08:26,238
            [GRUNTS]

73
00:08:41,021 --> 00:08:44,456
      WAY BIG. WHY'D IT
      HAVE TO BE WAY BIG?

74
00:08:44,458 --> 00:08:46,491
              BEN.

75
00:08:46,493 --> 00:08:50,462
         BEN TENNYSON.

76
00:08:50,464 --> 00:08:52,163
   WHAT DO YOU WANT FROM ME?

77
00:08:52,165 --> 00:08:55,200
         YOUR HOMEWORK.

78
00:08:55,202 --> 00:08:58,303
           [SNORING]

79
00:08:58,305 --> 00:09:01,540
THAT IS, IF YOU'D CARE TO STAY
AWAKE LONG ENOUGH TO HAND IT IN.

80
00:09:01,542 --> 00:09:05,210
           [LAUGHING]

81
00:09:06,880 --> 00:09:10,181
     OH YEAH, HERE YOU GO.

82
00:09:10,183 --> 00:09:14,185
TURN OFF THAT BLASTED WATCH
ALARM! AND WHERE'S THE HOMEWORK?

83
00:09:14,187 --> 00:09:15,820
     UH...DIDN'T I JUST--?

84
00:09:15,822 --> 00:09:17,989
GET AN F ON YOUR HOMEWORK? YES.

85
00:09:17,991 --> 00:09:19,224
           [LAUGHTER]

86
00:09:19,226 --> 00:09:22,994
      - YEAH, "F" FOR YOU!
      - [BELL RINGS]

87
00:09:22,996 --> 00:09:25,564
   DON'T FORGET YOUR HISTORY
   REPORTS ARE DUE MONDAY.

88
00:09:25,566 --> 00:09:27,432
   WAIT, WHAT HISTORY REPORT?

89
00:09:30,871 --> 00:09:32,871
       NEXT TIME TRY
       USING YOUR PLANNER

90
00:09:32,873 --> 00:09:37,008
     FOR WRITING DOWN CLASS
     ASSIGNMENTS INSTEAD OF
     DOODLING MONSTERS.

91
00:09:37,010 --> 00:09:39,878
     THEY'RE NOT MONSTERS.
     THEY'RE ALIEN HEROES.

92
00:09:39,880 --> 00:09:42,013
           HMMM. HUH?

93
00:09:42,015 --> 00:09:44,015
   UM...EXCEPT FOR THAT ONE.

94
00:09:44,017 --> 00:09:46,251
     HOW ABOUT A DETENTION
     TO GO WITH THAT "F",
MR. TENNYSON?

95
00:09:56,029 --> 00:09:59,030
I'M SUPPOSED TO SAVE THE WORLD,
NOT DO REPORTS ON IT.

96
00:09:59,032 --> 00:10:00,198
             [SIGH]

97
00:10:00,200 --> 00:10:02,233
  COULD MY LIFE GET ANY WORSE?

98
00:10:02,235 --> 00:10:05,604
THAT'S A PRETTY TALL ORDER
FOR A DWEEB LIKE YOU,
TENNYSON.

99
00:10:06,907 --> 00:10:08,273
BUT WE'LL GIVE IT A SHOT.

100
00:10:10,877 --> 00:10:12,277
           [LAUGHTER]

101
00:10:13,213 --> 00:10:15,547
HE ACTUALLY FITS
IN THERE!

102
00:10:15,549 --> 00:10:18,617
      HEY! A LITTLE HELP!
      ANYONE?

103
00:10:18,619 --> 00:10:22,621
  WAIT, I KNOW WHERE I CAN GET
  A HAND. FOUR HANDS TO BE
  EXACT.

104
00:10:27,060 --> 00:10:30,929
      HEATBLAST? OH WELL,
      CLOSE ENOUGH.

105
00:10:30,931 --> 00:10:32,063
      - [FIRE ALARM RINGS]
      - OH, MAN...

106
00:10:32,065 --> 00:10:33,932
WHAT A BORING DAY!

107
00:10:33,934 --> 00:10:36,401
YEAH-- NOTHING EVER
            HAPPENS AROUND HERE!

108
00:10:36,403 --> 00:10:38,003
             WHOA!

109
00:10:50,317 --> 00:10:52,751
  WHY DOES THIS THING NEVER
  TIME OUT WHEN I WANT IT TO?

110
00:10:52,753 --> 00:10:54,252
        [KNOCK ON DOOR]

111
00:10:54,254 --> 00:10:57,589
   <i> BEN! COME OUT HERE</i>
   <i> THIS INSTANT, YOUNG MAN!</i>

112
00:10:57,591 --> 00:11:00,492
 <i> JUST A SEC-- [CLEARS THROAT]</i>
 <i> JUST A SECOND, DAD!</i>

113
00:11:03,597 --> 00:11:05,330
              BEN?

114
00:11:05,332 --> 00:11:07,966
HI, MOM. HI, DAD.

115
00:11:07,968 --> 00:11:09,334
              WHAT WERE YOU
              DOING DOWN THERE?

116
00:11:09,336 --> 00:11:13,438
 I, UM...WAS LOOKING FOR THIS.

117
00:11:13,440 --> 00:11:17,709
        CAN YOU TELL ME WHY
THE ENTIRE HOUSE IS
        COVERED IN SCORCH MARKS?

118
00:11:19,446 --> 00:11:21,146
         I CAN EXPLAIN!

119
00:11:21,148 --> 00:11:26,017
       ACTUALLY, I CAN'T.

120
00:11:26,019 --> 00:11:28,620
        AND WHAT'S THIS WE HEAR
        ABOUT YOU FALLING ASLEEP
        IN CLASS?

121
00:11:28,622 --> 00:11:30,622
  I'M AFRAID WE'RE
  GOING TO HAVE TO
  GROUND YOU, SON.

122
00:11:30,624 --> 00:11:33,458
 BUT I'M SUPPOSED TO GO FISHING
 WITH GRANDPA MAX THIS WEEKEND!

123
00:11:33,460 --> 00:11:36,127
      YOU SPENT THE ENTIRE
      SUMMER WITH GRANDPA.

124
00:11:36,129 --> 00:11:39,531
MISSING ONE WEEKEND WITH HIM
WON'T BE THE END OF THE WORLD.

125
00:11:41,134 --> 00:11:43,535
 PLEASE TELL ME IT'S THE END OF
THE WORLD, GRANDPA!

126
00:11:43,537 --> 00:11:48,139
TELL ME THERE'S A LIFE-OR-DEATH,
ALIEN-HERO-NEEDING SITUATION WE
HAVE TO DEAL WITH THIS WEEKEND.

127
00:11:48,141 --> 00:11:50,141
       CAN'T OVERRULE
       YOUR PARENTS, BEN.

128
00:11:50,143 --> 00:11:53,378
 [SIGHS] I WISH I NEVER
 CAME HOME FROM OUR ROAD TRIP.

129
00:11:53,380 --> 00:11:56,314
   SUMMER CAN'T LAST FOREVER.

130
00:11:56,316 --> 00:11:58,650
   EVERYBODY'S GOTTA GET OFF
   THE ROAD SOMETIME.

131
00:11:58,652 --> 00:12:01,219
  NOT HEROES LIKE US, GRANDPA.

132
00:12:01,221 --> 00:12:05,657
BEN, DON'T MAKE THE SAME MISTAKE
I ALMOST MADE WITH YOUR FATHER.

133
00:12:05,659 --> 00:12:09,627
NO POINT IN SAVING THE UNIVERSE
IF YOU LOSE YOUR FAMILY.

134
00:12:22,008 --> 00:12:24,209
"FIRST-PERSON NARRATIVE
    FROM THE POINT OF VIEW

135
00:12:24,211 --> 00:12:27,011
    OF A CREW MEMBER DURING
    THE AGE OF EXPLORATION."

136
00:12:27,013 --> 00:12:29,080
      [SIGH] SHOOT ME NOW.

137
00:12:31,685 --> 00:12:37,055
 I DIDN'T MEAN LITERALLY!
 AND SINCE WHEN DO YOU VAPORIZE
 LAPTOPS?

138
00:12:37,057 --> 00:12:38,723
   WHAT'S GOING ON WITH YOU?

139
00:12:38,725 --> 00:12:43,194
  ALL RIGHT. DESPERATE TIMES
  CALL FOR DESPERATE MEASURES.

140
00:12:43,196 --> 00:12:45,597
           [RINGING]

141
00:12:45,599 --> 00:12:47,232
             HELLO?

142
00:12:47,234 --> 00:12:49,734
GWEN! HOW'S
MY FAVORITE
COUSIN?

143
00:12:49,736 --> 00:12:51,369
                     WHAT DO YOU
                     WANT, BEN?

144
00:12:51,371 --> 00:12:53,538
I DON'T NEED A REASON
TO KEEP IN TOUCH WITH
FAMILY.

145
00:12:53,540 --> 00:12:55,707
IT'S JUST...IT'S
ALWAYS A PLEASURE

146
00:12:55,709 --> 00:12:58,376
JUST TO SHOOT
THE BREEZE WITH THE
SMARTEST PERSON I KNOW.

147
00:12:58,378 --> 00:13:01,379
    OKAY, WHO ARE YOU AND
    WHAT HAVE YOU DONE WITH BEN?

148
00:13:01,381 --> 00:13:04,115
   CLEVER. IN FACT, YOU'RE SO
   CLEVER,

149
00:13:04,117 --> 00:13:06,384
  I BET IF I RANDOMLY PICKED A
  TOPIC--

150
00:13:06,386 --> 00:13:08,219
 SAY, THE AGE OF EXPLORATION--

151
00:13:08,221 --> 00:13:10,388
     YOU COULD RATTLE OFF
     A BUNCH OF INTERESTING
     FACTS,

152
00:13:10,390 --> 00:13:12,390
   ENOUGH TO WRITE
   A FIRST-PERSON NARRATIVE.

153
00:13:12,392 --> 00:13:15,226
                NICE TRY, DWEEB.
                BUT YOU NEED TO
EXPERIENCE

154
00:13:15,228 --> 00:13:16,427
              THE JOY OF
              RESEARCH YOURSELF.

155
00:13:16,429 --> 00:13:18,630
COME ON! DO ME
THIS ONE FAVOR!

156
00:13:18,632 --> 00:13:21,399
             NO. YOU CAN'T
             JUST EXPECT ALL
             LIFE'S ANSWERS

157
00:13:21,401 --> 00:13:23,201
     TO JUST COME FLYING IN
     THROUGH THE WINDOW.

158
00:13:24,471 --> 00:13:27,172
 RIGHT-GOTTA-GO-SMELL-YA-LATER!

159
00:13:34,281 --> 00:13:35,413
                   TETRAX?

160
00:13:35,415 --> 00:13:37,315
WE NEED TO TALK.

161
00:13:43,423 --> 00:13:46,825
            I RECEIVED AN URGENT
            MESSAGE FROM AZMUTH.

162
00:13:46,827 --> 00:13:49,761
 THE INVENTOR OF THE OMNITRIX?
 WHAT DID HE WANT?

163
00:13:49,763 --> 00:13:54,465
 HE DID NOT SAY. ONLY THAT HE
NEEDED TO MEET WITH YOU RIGHT
 AWAY.

164
00:13:54,467 --> 00:13:56,768
              YES!

165
00:13:56,770 --> 00:14:01,172
EXCEPT I'M GROUNDED.
I SHOULDN'T EVEN BE OUT
OF THE HOUSE.

166
00:14:01,174 --> 00:14:02,640
  MY FOLKS ARE GONNA KILL ME!

167
00:14:02,642 --> 00:14:04,275
             I SEE.

168
00:14:04,277 --> 00:14:08,213
 ON THE OTHER HAND, IT WOULD BE
 RUDE TO STAND UP AZMUTH.

169
00:14:35,642 --> 00:14:39,510
 ODD. AZMUTH SAID HE WOULD MEET
 AT THESE COORDINATES.

170
00:14:39,512 --> 00:14:41,813
                 WAIT. AZMUTH
                 IS COMING HERE?

171
00:14:41,815 --> 00:14:45,550
       I THOUGHT WE WERE GOING
       ON A ROAD TRIP. IN SPACE.

172
00:14:47,821 --> 00:14:51,389
IS SOMETHING WRONG
WITH YOUR OMNITRIX?

173
00:14:51,391 --> 00:14:53,858
              NO.

174
00:14:53,860 --> 00:14:56,828
I THINK I'LL GO LOOK
           FOR AZMUTH RIGHT NOW!

175
00:14:56,830 --> 00:14:58,229
    BEN-- WAIT!

176
00:15:00,533 --> 00:15:02,901
      MAN, THAT WAS CLOSE.

177
00:15:02,903 --> 00:15:04,569
            [GASPS]

178
00:15:15,181 --> 00:15:16,581
            WHOAAA!

179
00:15:20,921 --> 00:15:22,287
              OW.

180
00:15:33,867 --> 00:15:36,935
 HEY! ARE YOU OKAY OVER THERE?

181
00:15:40,040 --> 00:15:41,105
         -<i> [CREAKING] </i>
         - HUH?

182
00:15:42,943 --> 00:15:44,509
             WHOA!

183
00:15:54,888 --> 00:15:56,821
            [ROARS]

184
00:16:01,594 --> 00:16:05,296
   WOW, YOU LOOK LIKE
   WAY BIG. ONLY WAY UGLIER.

185
00:16:08,902 --> 00:16:10,902
       COME ON! COME ON!

186
00:16:10,904 --> 00:16:14,806
           [STRAINS]

187
00:16:14,808 --> 00:16:16,708
            [ROARS]

188
00:16:20,947 --> 00:16:22,580
            TETRAX!

189
00:16:22,582 --> 00:16:26,284
 WHERE DID THIS TO'KUSTAR COME
FROM? AND WHY IS IT ATTACKING?

190
00:16:26,286 --> 00:16:29,320
                QUESTIONS LATER!
                IT'S HERO TIME!

191
00:16:29,322 --> 00:16:31,823
       WAY BIG HERO TIME!

192
00:16:43,269 --> 00:16:46,771
      DOESN'T THIS THING
      EVER WORK? OH, WELL.

193
00:16:46,773 --> 00:16:48,673
             UMPH!

194
00:16:48,675 --> 00:16:51,943
 FIRST RULE IN BATTLE--
 CONCENTRATE ON YOUR OPPONENT'S
 WEAK SPOT.

195
00:16:51,945 --> 00:16:56,314
   IN THE CASE OF
   TO'KUSTARS, IT'S THE FRILL
   AT THE TOP OF THE HEAD.

196
00:16:56,316 --> 00:16:59,584
             I'LL KEEP HIM
             DISTRACTED. NOW GO!

197
00:17:02,355 --> 00:17:04,622
                    [GROWLS]

198
00:17:04,624 --> 00:17:06,557
              UNH!

199
00:17:10,130 --> 00:17:11,529
            [GROWLS]

200
00:17:11,531 --> 00:17:15,633
GET READY FOR
     THE STING OF STINKFLY!

201
00:17:15,635 --> 00:17:17,635
        AAAAH! NOT NOW!

202
00:17:17,637 --> 00:17:19,203
         WHOA, WHAAAO!

203
00:17:23,843 --> 00:17:26,477
        PLEASE RECHARGE,
        PLEASE RECHARGE.

204
00:17:26,479 --> 00:17:28,646
              YES!

205
00:17:28,648 --> 00:17:31,382
            [GROWLS]

206
00:17:31,384 --> 00:17:33,618
          [SCREAMING]

207
00:17:36,656 --> 00:17:37,989
THANKS, TETRAX!

208
00:17:37,991 --> 00:17:41,659
        NO, THANK YOU, BEN. YOU
        DESTROYED THE TO'KUSTAR.

209
00:17:41,661 --> 00:17:44,495
     I DID? I MEAN, I DID!

210
00:17:44,497 --> 00:17:48,399
    AWESOME. NOW YOU'RE
    VAPORIZING EVIL ALIENS.

211
00:17:53,173 --> 00:17:54,505
              EW.

212
00:17:54,507 --> 00:17:57,842
ALL SET TO GO FISHING, PUMPKIN?
I PACKED THE BAIT AND LUNCH.

213
00:17:57,844 --> 00:18:02,180
     - UM...WHICH IS WHICH?
- [PHONE RINGS]

214
00:18:02,182 --> 00:18:04,048
            Y'ELLO!

215
00:18:04,050 --> 00:18:06,851
  - DAD, IS BEN WITH YOU?
  -<i> I THOUGHT HE WAS GROUNDED.</i>

216
00:18:06,853 --> 00:18:10,688
HE IS. BUT HE'S GONE. YOU DON'T
THINK SOMETHING'S HAPPENED TO
HIM?

217
00:18:10,690 --> 00:18:15,359
DON'T WORRY, SON. WE'LL FIND
BEN. HE CAN'T HAVE GONE TOO FAR.

218
00:18:15,361 --> 00:18:18,096
 [SIGH] HE ALWAYS GOES TOO FAR.

219
00:18:23,703 --> 00:18:26,537
 I FEAR THE TO'KUSTAR MAY HAVE
 HAD SOMETHING TO DO

220
00:18:26,539 --> 00:18:30,741
WITH AZMUTH'S DELAY. I SHOULD
CONTACT YOUR GRANDFATHER.

221
00:18:30,743 --> 00:18:34,045
           NO! I MEAN, WE NEED
           TO SEARCH FOR AZMUTH.

222
00:18:34,047 --> 00:18:37,582
          COVER THE WHOLE GALAXY
IF WE HAVE TO. HOWEVER
          LONG IT TAKES.

223
00:18:37,584 --> 00:18:42,753
THIS WOULDN'T HAVE
ANYTHING TO DO WITH YOUR
BEING GROUNDED, WOULD IT?

224
00:18:42,755 --> 00:18:45,423
      DID I SAY GROUNDED BEFORE?

225
00:18:45,425 --> 00:18:49,060
    I MEANT GROUNDED IN REALITY.

226
00:18:49,062 --> 00:18:51,496
       LIKE A REAL HERO.

227
00:18:58,071 --> 00:19:00,138
WE NEED TO MAKE THE FINAL
PREPARATIONS.

228
00:19:00,140 --> 00:19:02,073
               MY WATCH IS FINE.

229
00:19:02,075 --> 00:19:03,941
THIS IS FOR YOUR
OWN PROTECTION.

230
00:19:03,943 --> 00:19:06,744
WE HAVE A LONG JOURNEY
AHEAD OF US.

231
00:19:06,746 --> 00:19:08,980
      OH YEAH! ROAD TRIP!

232
00:19:14,754 --> 00:19:17,555
I'LL EXPLAIN THE NEW SETTING
ONCE WE'RE IN ORBIT.

233
00:19:38,945 --> 00:19:42,947
   YEAH! SAVING THE UNIVERSE
ONCE AGAIN!

234
00:19:42,949 --> 00:19:45,650
   THIS IS GONNA BE SO COOL!
   NO MORE TEACHERS!

235
00:19:45,652 --> 00:19:48,119
   NO MORE BULLIES!
   NO MORE GETTING GROUNDED!

236
00:19:48,121 --> 00:19:51,455
           AND NO MORE STUPID
           HOMEWORK ASSIGNMENTS!

237
00:19:51,457 --> 00:19:52,957
          [EXPLOSION]

238
00:19:52,959 --> 00:19:54,525
         WHAT IS THAT?

239
00:19:54,527 --> 00:19:55,927
        WE'VE BEEN HIT!

240
00:19:59,465 --> 00:20:00,932
             WHOA!

241
00:20:02,635 --> 00:20:04,802
            - WHOAA!
            - BEN!

242
00:20:04,804 --> 00:20:07,071
            TETRAX!

243
00:20:12,145 --> 00:20:16,714
COME ON! COME ON! WORK! YOU
STUPID, USELESS, PIECE OF JUNK!

244
00:20:26,159 --> 00:20:28,159
              OW.

245
00:20:28,161 --> 00:20:32,063
WELL, I WANTED TO GET AWAY FROM
IT ALL. NOW WHERE AM I?

246
00:20:36,169 --> 00:20:38,869
I CAN'T PINPOINT BEN
     WITH A LOCATING SPELL.

247
00:20:38,871 --> 00:20:41,739
     THIS IS THE LAST PLACE
     I PICK UP ANY TRACE
     OF HIS ENERGY.

248
00:20:53,586 --> 00:20:57,321
  LOOKS LIKE THERE WAS SOME KIND
  OF BATTLE HERE. ALIEN BATTLE.

249
00:21:04,197 --> 00:21:05,529
   HOW'D THAT TRUCK GET HERE?

250
00:21:05,531 --> 00:21:08,599
UH, GRANDPA...I DON'T THINK
THAT'S A TRUCK.

251
00:21:13,539 --> 00:21:14,872
A HOLOGRAPHIC CLOAK?

252
00:21:14,874 --> 00:21:17,608
        WAIT. I KNOW
        THIS SPACESHIP.

253
00:21:31,057 --> 00:21:34,125
   AND THAT ONE, TOO! THAT'S
   TETRAX'S SHIP!

254
00:21:38,564 --> 00:21:40,698
        WE NEED TO TALK.

255
00:21:43,936 --> 00:21:47,638
FINALLY I CAN GET A RIDE WITHOUT
FREAKING OUT THE DRIVER!

256
00:21:50,243 --> 00:21:52,643
HUH? HEY!

257
00:21:52,645 --> 00:21:54,812
    WHY DIDN'T I TURN HUMAN?

258
00:21:56,649 --> 00:21:58,649
           [GRUMBLES]

259
00:22:04,924 --> 00:22:06,657
             WHOA!

260
00:22:15,601 --> 00:22:18,235
  DID I JUST GO BACK IN TIME?

261
00:22:20,606 --> 00:22:23,107
            NO. JUST RUNNING
            OUT OF TIME!

262
00:22:23,109 --> 00:22:25,843
WHO ARE YOU?
ANOTHER UPGRADE?

263
00:22:29,015 --> 00:22:31,349
I ASK THE QUESTIONS,
TETRAMAND!

264
00:22:31,351 --> 00:22:33,284
I'M LOOKING FOR AN ALIEN.

265
00:22:33,286 --> 00:22:35,653
                EVER TRY PEEKING
                IN THE MIRROR?

266
00:22:35,655 --> 00:22:37,054
            SILENCE!

267
00:22:38,291 --> 00:22:40,358
           UNHH! HUH?

268
00:22:48,000 --> 00:22:50,368
      NO FAIR TELEPORTING!

269
00:22:54,974 --> 00:22:57,074
          [STRAINING]

270
00:22:59,979 --> 00:23:03,948
            HEY! YOU'RE WRECKING
AN ANCIENT EARTH
            ARTIFACT!

271
00:23:05,985 --> 00:23:11,055
  EARTH ARTIFACT? DON'T YOU
  RECOGNIZE A GALVAN PRACTICAL
  JOKE WHEN YOU SEE ONE?

272
00:23:17,063 --> 00:23:19,663
WHERE'S YOUR GIANT
ALIEN BUDDY?

273
00:23:19,665 --> 00:23:22,133
    WHAT GIANT ALIEN BUDDY?

274
00:23:23,669 --> 00:23:25,236
            [GRUNTS]

275
00:23:37,350 --> 00:23:39,183
  DON'T PLAY DUMB, TETRAMAND!

276
00:23:39,185 --> 00:23:42,853
       MY TRACKER LED ME
       STRAIGHT TO YOU!

277
00:23:42,855 --> 00:23:45,055
        NOW WHERE IS HE?

278
00:23:45,057 --> 00:23:47,925
HE'S RIGHT BEHIND YOU!

279
00:23:57,036 --> 00:23:59,937
 MAN! HOW GULLIBLE CAN YOU GET?

280
00:24:01,941 --> 00:24:04,475
   I'M NOT FINISHED WITH YOU!

281
00:24:10,950 --> 00:24:12,783
          [STRAINING]

282
00:24:30,303 --> 00:24:32,136
           HA HA HA!

283
00:24:49,255 --> 00:24:50,821
             HAHH!

284
00:24:58,097 --> 00:25:00,364
YOU CAN'T ESCAPE ME
             WITHOUT YOUR SHIP!

285
00:25:02,001 --> 00:25:05,669
            [YELLS]

286
00:25:18,284 --> 00:25:21,452
  YOU SHOT DOWN TETRAX'S SHIP?

287
00:25:21,454 --> 00:25:23,687
YOU SHOOT DOWN
AZMUTH'S SHIP TOO?

288
00:25:26,993 --> 00:25:29,360
           UNH! UMPH!

289
00:25:30,796 --> 00:25:32,196
              WHA?

290
00:25:32,198 --> 00:25:35,232
      AZMUTH? WHAT DO YOU
      KNOW ABOUT AZMUTH?

291
00:25:47,513 --> 00:25:49,113
             UHHH!

292
00:25:55,054 --> 00:25:56,654
             ARGH!

293
00:25:56,656 --> 00:25:58,923
        TALK OR PERISH!

294
00:26:03,396 --> 00:26:05,429
   IS THAT LIKE
   TRUTH OR DARE?

295
00:26:12,505 --> 00:26:14,905
           BATTER UP!

296
00:26:17,343 --> 00:26:19,443
  BOY, THAT GUY DOESN'T QUIT!

297
00:26:21,847 --> 00:26:24,682
    FINALLY! I CAN BLEND IN
    WITH THE OTHER HUMANS

298
00:26:24,684 --> 00:26:26,617
   BEFORE HE TELEPORTS BACK!

299
00:26:30,523 --> 00:26:32,089
OH, MAN!

300
00:26:44,904 --> 00:26:47,404
WHERE'D THE TETRAMAND GO?

301
00:26:47,406 --> 00:26:50,741
 BIG GUY? RED FACE? FOUR ARMS?

302
00:26:50,743 --> 00:26:52,209
      NEVER HEARD OF HIM.

303
00:26:52,211 --> 00:26:56,280
   THEN I'LL JUST HAVE TO
   INTERROGATE YOU INSTEAD--

304
00:26:56,282 --> 00:26:58,349
       BACK ON MY PLANET!

305
00:27:15,401 --> 00:27:17,067
      THIS IS YOUR PLANET?

306
00:27:17,069 --> 00:27:21,472
      NO! YOUR TAMPERING
      MUST HAVE CAUSED MY
      TELEPORTER TO MALFUNCTION.

307
00:27:26,412 --> 00:27:28,979
           SO HOW MANY ALIENS
           ARE INVOLVED IN THIS?

308
00:27:28,981 --> 00:27:31,148
INVOLVED IN WHAT?

309
00:27:31,150 --> 00:27:33,917
            YOU SURE THAT'S HOW
            YOU WANT TO PLAY IT?

310
00:27:33,919 --> 00:27:37,488
           YOUR TETRAMAND FRIEND
ALL BUT ADMITTED HE
           KNEW AZMUTH.

311
00:27:37,490 --> 00:27:43,093
YOU'RE LOOKING FOR AZMUTH TOO?
MAYBE I CAN HELP YOU FIND HIM.

312
00:27:43,095 --> 00:27:46,497
         I'M AFRAID YOU'RE
         A LITTLE LATE FOR THAT.

313
00:27:52,605 --> 00:27:55,172
     THIS ISN'T MY PLANET.

314
00:27:55,174 --> 00:27:58,609
          LET ME GUESS. ANOTHER
          GALVAN PRACTICAL JOKE?

315
00:27:58,611 --> 00:28:01,178
DON'T BE RIDICULOUS.
LOOK AT THE ANGLES.

316
00:28:01,180 --> 00:28:03,681
     THIS IS CLEARLY
     TETRAMAND WORKMANSHIP.

317
00:28:05,518 --> 00:28:08,585
       I AM SO NOT LISTENING
       TO MY HISTORY TEACHER.

318
00:28:12,291 --> 00:28:13,524
              AGH!

319
00:28:19,298 --> 00:28:22,966
  ANOTHER ALIEN! SO YOU'RE ALL
TRACKING ME NOW! IS THAT IT?

320
00:28:22,968 --> 00:28:24,535
    DON'T FLATTER YOURSELF.

321
00:28:24,537 --> 00:28:26,470
      I'M THE SAME ALIEN.

322
00:28:26,472 --> 00:28:29,540
   ACTUALLY, I CAN TURN INTO
   ALL KINDS OF ALIENS.

323
00:28:29,542 --> 00:28:31,341
    DO YOU THINK I'M STUPID?

324
00:28:31,343 --> 00:28:32,743
             KINDA.

325
00:28:38,217 --> 00:28:42,386
I WILL GET THE TRUTH IF I HAVE
TO HUNT DOWN EVERY LAST ALIEN ON
THIS PLANET!

326
00:29:01,340 --> 00:29:04,475
      WHY AM I BACK IN
      THIS WRETCHED PLACE?

327
00:29:08,247 --> 00:29:10,748
     YOU CANNOT ESCAPE ME,
     LEPIDOPTERAN!

328
00:29:20,392 --> 00:29:24,094
       BY THE TIME I GAINED
       CONTROL OF MY SHIP,
       THERE WAS NO SIGN OF BEN.

329
00:29:24,096 --> 00:29:27,197
       I WAS BARELY ABLE TO LAND
BACK HERE IN BELLWOOD.

330
00:29:27,199 --> 00:29:29,233
SO YOU JUST ABDUCTED HIM?

331
00:29:29,235 --> 00:29:34,071
           HE VOLUNTEERED.
           IN FACT, HE SEEMED
           EAGER TO LEAVE EARTH.

332
00:29:34,073 --> 00:29:35,606
        HE WAS GROUNDED!

333
00:29:35,608 --> 00:29:38,709
  AS IN, CONFINED TO QUARTERS?

334
00:29:38,711 --> 00:29:40,444
   WHY? WHAT DID HE TELL YOU?

335
00:29:40,446 --> 00:29:44,047
   KNOWING BEN, ANYTHING TO
   GET OUT OF DOING HOMEWORK.

336
00:29:44,049 --> 00:29:46,416
        NO, IT'S MORE THAN THAT.

337
00:29:46,418 --> 00:29:50,053
       HE SAID HE WISHED
       HE'D NEVER COME BACK
       FROM OUR SUMMER VACATION.

338
00:29:50,055 --> 00:29:52,589
         NOW YOUR AUNT AND UNCLE
         ARE WORRIED SICK.

339
00:29:52,591 --> 00:29:57,094
ALSO, I MAY HAVE
            ALTERED THE OMNITRIX

340
00:29:57,096 --> 00:29:59,096
             TO PREVENT BEN
             FROM TURNING HUMAN.

341
00:29:59,098 --> 00:30:00,764
AND HE LET YOU DO THAT?

342
00:30:00,766 --> 00:30:03,233
                 IT WAS FOR HIS
                 OWN PROTECTION.

343
00:30:03,235 --> 00:30:08,238
SO NOW BEN IS STUCK IN ALIEN
FORM AND WE DON'T EVEN KNOW
WHERE HE IS!

344
00:30:08,240 --> 00:30:11,074
     NO...BUT AZMUTH MIGHT.

345
00:30:11,076 --> 00:30:12,643
 THE INVENTOR OF THE OMNITRIX?

346
00:30:12,645 --> 00:30:14,578
   THAT'S HIS SHIP, ISN'T IT?

347
00:30:14,580 --> 00:30:18,749
SO AZMUTH DID MAKE IT TO EARTH.
THEN WHAT HAPPENED TO HIM?

348
00:30:18,751 --> 00:30:22,352
        I BET WE'LL FIND
        ANSWERS INSIDE.

349
00:30:31,263 --> 00:30:33,664
[ZAPPING]

350
00:30:38,270 --> 00:30:40,838
  WOW, THAT'S SOME BUG ZAPPER!

351
00:30:53,786 --> 00:30:56,220
  TIME TO GROUND THIS INSECT!

352
00:30:57,823 --> 00:31:00,624
  ALL THINGS CONSIDERED-- OW!

353
00:31:00,626 --> 00:31:03,026
     I'D RATHER BE GROUNDED
     BY MY PARENTS!

354
00:31:05,130 --> 00:31:07,364
       WHOA, CAN'T FLY
       WITH WATER WINGS!

355
00:31:38,898 --> 00:31:40,330
       HOT ENOUGH FOR YA?

356
00:31:40,332 --> 00:31:43,500
  A PYRONITE? HOW MANY ALIENS
  ARE ON THIS PLANET?

357
00:31:43,502 --> 00:31:45,602
   ENOUGH TO KICK YOUR BUTT!

358
00:31:54,680 --> 00:31:57,247
   THEN I'LL JUST
   HAVE TO FREEZE YOUR BUTT!

359
00:32:01,921 --> 00:32:03,921
           [SCREAMS]

360
00:32:09,261 --> 00:32:11,361
NOW THAT I HAVE YOUR
UNDIVIDED ATTENTION,

361
00:32:11,363 --> 00:32:14,197
TELL ME WHERE I CAN
FIND YOUR TO'KUSTER BOSS!

362
00:32:14,199 --> 00:32:15,766
MY WHAT?

363
00:32:18,904 --> 00:32:22,606
THE GIANT ALIEN THAT
ATTACKED THIS PLACE
YOU CALL BELLWOOD!

364
00:32:22,608 --> 00:32:26,743
       OH, YOU MEAN THAT
       EVIL WAY BIG?

365
00:32:26,745 --> 00:32:29,746
       SO YOU DO KNOW
       WHERE HE IS! TALK!

366
00:32:29,748 --> 00:32:33,951
    I DON'T KNOW! I WAS
    FIGHTING HIM AND HE JUST
    SORTA-- DISAPPEARED.

367
00:32:35,387 --> 00:32:39,356
       TO'KUSTARS! DON'T
       JUST DISAPPEAR!

368
00:33:16,495 --> 00:33:18,795
A VANPARTIBLAN
SONIC DISRUPTER,

369
00:33:18,797 --> 00:33:21,631
WHICH COULD EASILY BLAST
A HOLE IN A SPACESHIP
IN SUB-ORBIT.

370
00:33:21,633 --> 00:33:25,435
- YOUR POINT?
- MAYBE YOUR SHIP'S
  "MALFUNCTION" WAS NO ACCIDENT.

371
00:33:25,437 --> 00:33:27,437
WHY WOULD AZMUTH WANT
     TO SHOOT DOWN MY SHIP?

372
00:33:27,439 --> 00:33:29,439
I DON'T KNOW.
I'VE NEVER MET THE GUY.

373
00:33:29,441 --> 00:33:32,075
         I THINK YOU BOTH SHOULD
         TAKE A LOOK AT THIS.

374
00:33:34,780 --> 00:33:40,283
<i>IT APPEARS AZMUTH WAS TRACKING</i>
<i>SOME KIND OF MALFUNCTION WITH</i>
<i>THE OMNITRIX.</i>

375
00:33:40,285 --> 00:33:42,686
             WHAT DID BEN
             DO TO IT THIS TIME?

376
00:33:42,688 --> 00:33:45,856
     WAIT. I THINK I FOUND
     A SHIP'S LOG.

377
00:33:50,796 --> 00:33:52,462
        TARGET ACQUIRED.

378
00:33:52,464 --> 00:33:54,364
        TIME TO BLEND
        WITH THE LOCALS.

379
00:34:01,974 --> 00:34:04,374
        OH, NO-- YAHHH!

380
00:34:15,487 --> 00:34:17,354
            [GROWLS]

381
00:34:17,356 --> 00:34:20,123
[ROARS]

382
00:34:24,830 --> 00:34:26,997
THAT'S THE TO'KUSTAR
BEN AND I FOUGHT.

383
00:34:26,999 --> 00:34:28,899
         YOU DIDN'T TELL ME
         YOU FOUGHT A TO'KUSTAR!

384
00:34:28,901 --> 00:34:30,400
IT DIDN'T SEEM RELEVANT.

385
00:34:30,402 --> 00:34:32,035
                I'LL DECIDE
                WHAT'S RELEVANT.

386
00:34:32,037 --> 00:34:34,504
             WHAT ELSE AREN'T
             YOU TELLING ME?
             I WANT ANSWERS NOW!

387
00:34:34,506 --> 00:34:38,141
     I COULDN'T AGREE MORE!

388
00:34:45,684 --> 00:34:47,884
        WHO ARE YOU?
        WHERE'S AZMUTH?

389
00:34:47,886 --> 00:34:49,019
        AZMUTH IS DEAD.

390
00:34:49,021 --> 00:34:50,087
             NO...

391
00:34:50,089 --> 00:34:52,756
    - HOW?
    - I THINK YOU KNOW HOW.

392
00:34:58,730 --> 00:35:01,398
NOW WHERE IS THE ALIEN
     YOU CALL WAY BIG?

393
00:35:01,400 --> 00:35:03,600
    BUT THAT'S NOT WAY BIG.

394
00:35:06,038 --> 00:35:07,871
       I DON'T CARE
       WHAT HIS NAME IS!

395
00:35:07,873 --> 00:35:11,374
     I HAVE TRACKED HIM
     ACROSS THE GALAXY AND
     AROUND THIS PLANET.

396
00:35:11,376 --> 00:35:13,043
         HE WILL PAY
         FOR HIS CRIME!

397
00:35:13,045 --> 00:35:15,112
      NOW BRING HIM TO ME
      OR PERISH!

398
00:35:25,724 --> 00:35:27,124
           [STRAINS]

399
00:35:27,126 --> 00:35:28,725
                I DON'T KNOW
                WHO YOU ARE,

400
00:35:28,727 --> 00:35:32,062
        BUT YOU'RE NOT LEAVING
        UNTIL YOU TELL ME WHERE
        MY GRANDSON IS!

401
00:35:32,064 --> 00:35:33,430
I HAVE NO IDEA
WHO THAT IS.

402
00:35:33,432 --> 00:35:35,832
             YOU SURE SEEM
             TO KNOW HIS SYMBOL.

403
00:35:37,402 --> 00:35:39,069
              TELL ME MORE ABOUT
              THIS SYMBOL.

404
00:35:39,071 --> 00:35:42,139
       WHAT DOES IT MEAN?
       SOME KIND OF ALIEN
       HIT SQUAD?

405
00:35:42,141 --> 00:35:44,574
YOU'RE IN NO POSITION
TO ASK QUESTIONS.

406
00:35:44,576 --> 00:35:47,077
        NEITHER ARE YOU.

407
00:35:47,079 --> 00:35:50,147
   Computer voice:
   <i> SELF-DESTRUCT ACTIVATED.</i>

408
00:35:52,618 --> 00:35:54,050
                YOU'RE BLUFFING.

409
00:36:12,004 --> 00:36:14,271
        I DON'T THINK
        HE WAS BLUFFING.

410
00:36:14,273 --> 00:36:17,340
 WE NEED TO FIND BEN
 BEFORE THAT BLUE UPGRADE DOES.

411
00:36:19,778 --> 00:36:24,447
        THAT'S ODD.
NOW BEN'S CLOSE.

412
00:36:24,449 --> 00:36:26,249
          VERY CLOSE.

413
00:36:28,687 --> 00:36:31,521
   Ben/Stinkfly:
   <i> NEVER THOUGHT I'D BE GLAD</i>
   <i> TO SEE THIS PLACE AGAIN!</i>

414
00:36:31,523 --> 00:36:34,124
       <i> GET TO A PHONE.</i>
       <i> CALL GRANDPA MAX.</i>

415
00:36:34,126 --> 00:36:37,027
       <i> HE'LL KNOW HOW</i>
       <i> TO TURN ME HUMAN.</i>

416
00:36:37,029 --> 00:36:38,762
            [GRUNTS]

417
00:36:41,867 --> 00:36:43,133
             -<i> OW! </i>
             - HMM?

418
00:36:43,135 --> 00:36:44,968
            UH, HI!

419
00:36:44,970 --> 00:36:46,536
           [SHRIEKS]

420
00:36:46,538 --> 00:36:48,171
  SANDRA!
  WHAT'S WRONG?

421
00:36:48,173 --> 00:36:49,472
       [GASPS]

422
00:36:49,474 --> 00:36:50,674
                 WHOA!

423
00:36:50,676 --> 00:36:52,042
                    GET AWAY!

424
00:36:53,011 --> 00:36:54,110
OW!

425
00:36:55,214 --> 00:36:57,547
           'SCUSE ME.

426
00:36:57,549 --> 00:37:01,051
   - GET IT OFF! GET IT OFF!
   - [YELLS]

427
00:37:01,053 --> 00:37:02,652
             WHOA!

428
00:37:02,654 --> 00:37:04,020
          [BOTH GASP]

429
00:37:04,022 --> 00:37:05,822
           - [SWOONS]
           - HONEY?

430
00:37:05,824 --> 00:37:06,890
              HUH?

431
00:37:06,892 --> 00:37:08,525
              GET AWAY FROM HER,
              YOU MONSTER!

432
00:37:08,527 --> 00:37:11,995
                      [GROANS]

433
00:37:11,997 --> 00:37:13,830
              HUH?

434
00:37:13,832 --> 00:37:17,334
   SORRY ABOUT THAT, BEN.
   BUT A NEURO-NAP IS EASIER
   THAN AN EXPLANATION.

435
00:37:17,336 --> 00:37:18,368
            GRANDPA!

436
00:37:18,370 --> 00:37:20,670
OW! WATCH THE SHARDS!

437
00:37:20,672 --> 00:37:22,105
              WHA?

438
00:37:25,010 --> 00:37:27,177
          WHY DIDN'T YOU TELL ME
I WOULDN'T BE ABLE
          TO TURN HUMAN?

439
00:37:27,179 --> 00:37:31,248
WHY DIDN'T YOU TELL ME THE
TRUTH? "GROUNDED IN REALITY."

440
00:37:31,250 --> 00:37:34,351
          UHHH, HMMM.

441
00:37:34,353 --> 00:37:37,020
      - BUSTED.
      - HOW'D YOU LIKE
        A CRYSTAL NOOGIE?

442
00:37:37,022 --> 00:37:38,888
HOW'D YOU LIKE
A MAGIC CHARLIE HORSE?

443
00:37:38,890 --> 00:37:40,557
           - YOU!
           - NO, YOU!

444
00:37:40,559 --> 00:37:42,692
         - NO, YOU!
         - HUH UH. YOU!

445
00:37:42,694 --> 00:37:44,794
            ENOUGH!

446
00:37:48,700 --> 00:37:51,935
      THERE. AS SOON AS
      YOU TIME OUT, YOU'LL
      BE HUMAN AGAIN.

447
00:37:53,705 --> 00:37:57,407
        AFTER THAT, YOU AND I
        ARE GOING TO HAVE A
LONG TALK ABOUT HONESTY.

448
00:37:57,409 --> 00:37:58,408
         I'M INNOCENT.

449
00:37:58,410 --> 00:38:00,677
      <i> NO ONE IS INNOCENT!</i>

450
00:38:01,747 --> 00:38:03,280
              BEN!

451
00:38:03,282 --> 00:38:05,782
       STAY BACK, HUMAN!

452
00:38:07,753 --> 00:38:08,952
            GRANDPA!

453
00:38:18,597 --> 00:38:20,463
         YOU'RE HUMAN?

454
00:38:20,465 --> 00:38:23,300
 DUH! WHAT DO YOU THINK
 I'VE BEEN TRYING TO TELL YOU?

455
00:38:24,403 --> 00:38:25,969
                 THEN EXPLAIN
                 YOUR CONNECTION

456
00:38:25,971 --> 00:38:28,738
      TO THIS
      ALIEN HIT SQUAD!

457
00:38:28,740 --> 00:38:31,808
WHY DON'T YOU EXPLAIN YOUR
CONNECTION TO AZMUTH?

458
00:38:33,412 --> 00:38:35,111
      BEN! WHAT'S GOING ON
      WITH YOUR WATCH?

459
00:38:35,113 --> 00:38:36,646
         I DON'T KNOW.

460
00:38:36,648 --> 00:38:38,982
        I THINK I MIGHT.

461
00:38:40,319 --> 00:38:41,851
GWEN! NO!

462
00:39:06,611 --> 00:39:09,179
         BEN? GRANDPA?

463
00:39:12,951 --> 00:39:17,954
   I'M NO EARTH EXPERT, BUT
   SHOULDN'T THERE BE PEOPLE?

464
00:39:17,956 --> 00:39:21,524
            HELLO? ANYBODY HERE?
            [ECHOES]

465
00:39:27,532 --> 00:39:32,869
  Computer voice:
  <i> ENVIRONMENT: EARTH. PRIMARY</i>
  <i> INTELLIGENT SPECIES: HUMAN.</i>

466
00:39:33,972 --> 00:39:35,705
             HMMM.

467
00:39:41,012 --> 00:39:44,714
    WHY DO I GET THE FEELING
    WE'RE NOT IN BELLWOOD?

468
00:39:53,558 --> 00:39:56,659
 Both:
 WHERE DID YOU TAKE ME?
 YOU THINK I BROUGHT YOU HERE?

469
00:39:56,661 --> 00:40:00,363
        DOESN'T MATTER,
        'CAUSE I'M GETTING US
        OUT OF HERE, HERO STYLE.

470
00:40:00,365 --> 00:40:01,698
HUH?

471
00:40:01,700 --> 00:40:04,334
     MY WATCH!
     WHAT'D YOU DO WITH IT?

472
00:40:04,336 --> 00:40:07,237
NOTHING. WHAT'S SO
SPECIAL ABOUT A WATCH?

473
00:40:07,239 --> 00:40:09,172
   IT'S CALLED THE OMNITRIX.

474
00:40:09,174 --> 00:40:11,875
     IT'S THE THING
     THAT TURNS ME INTO
     ALL THOSE DIFFERENT ALIENS.

475
00:40:11,877 --> 00:40:13,343
             WHOA!

476
00:40:13,345 --> 00:40:16,679
   WOULD ONE OF THOSE ALIENS
   INCLUDE A TO'KUSTAR?

477
00:40:16,681 --> 00:40:19,716
      WAIT. YOU THINK I'M
      THE WAY BIG YOU'VE
      BEEN LOOKING FOR?

478
00:40:19,718 --> 00:40:24,754
VIRTUALLY EVERY ALIEN SPECIES
I'VE ENCOUNTERED ON YOUR PLANET
HAS BEEN YOU.

479
00:40:24,756 --> 00:40:26,356
            [SNIFFS]

480
00:40:26,358 --> 00:40:29,392
UH, NOT EVERY ALIEN SPECIES.

481
00:40:29,394 --> 00:40:32,629
 Computer voice:
 <i> WARNING. DNA PROTOCOL ERROR.</i>

482
00:40:40,872 --> 00:40:42,071
LEPIDOPTERANS!

483
00:40:42,073 --> 00:40:45,108
              WHOA! THAT'S A LOT
              OF STINKFLIES!

484
00:40:46,211 --> 00:40:47,444
             WHOA!

485
00:40:57,289 --> 00:40:59,456
STOP! YOU'RE ONLY
MAKING THEM MAD!

486
00:40:59,458 --> 00:41:01,791
            [YELLS]

487
00:41:12,237 --> 00:41:14,437
DO YOU EVER
THINK THINGS THROUGH?

488
00:41:14,439 --> 00:41:17,140
UGH, NOW I SOUND
JUST LIKE GWEN.

489
00:41:20,245 --> 00:41:23,246
YOUR LOCATOR SPELL SAYS
WE'RE IN THE OMNITRIX?

490
00:41:23,248 --> 00:41:25,248
THAT DOESN'T
MAKE ANY SENSE.

491
00:41:25,250 --> 00:41:28,318
      - ACTUALLY, IT KINDA DOES.
      - [THUNDER]

492
00:41:28,320 --> 00:41:33,389
  BUT THUNDER ON A SUNNY DAY.
THAT MAKES NO SENSE.

493
00:41:34,426 --> 00:41:36,259
      THAT'S NOT THUNDER.

494
00:41:36,261 --> 00:41:38,261
 Computer voice:
 <i> WARNING. DNA PROTOCOL ERROR.</i>

495
00:41:38,263 --> 00:41:41,064
      [GRUNTING, GROWLING]

496
00:41:45,770 --> 00:41:47,537
      - VULPIMANCERS! RUN!
      - WHOA!

497
00:42:15,800 --> 00:42:18,134
              WHY DID YOU
              LEAD US DOWN HERE?

498
00:42:18,136 --> 00:42:20,870
GIVE ME A BREAK.
I DON'T KNOW MY WAY
AROUND THIS PLANET.

499
00:42:23,141 --> 00:42:25,308
            NEXT TIME LET
            THE LOCAL GUIDE YOU.

500
00:42:25,310 --> 00:42:29,212
IS THIS WHAT YOU'RE LIKE WITH
BEN? I CAN SEE WHY HE COMPLAINS
ABOUT YOU!

501
00:42:30,482 --> 00:42:32,282
                UH-OH!

502
00:42:49,234 --> 00:42:51,601
       PORTALLUS PROJECTUM!

503
00:43:06,685 --> 00:43:08,551
ENOUGH GAMES, HUMAN.

504
00:43:08,553 --> 00:43:13,590
   DID YOU OR DID YOU NOT USE
   YOUR OMNITRIX TO TRANSFORM
   INTO THIS TO'KUSTAR?

505
00:43:14,759 --> 00:43:16,259
    I DID NOT!

506
00:43:16,261 --> 00:43:17,927
                YOU EXPECT ME
                TO BELIEVE

507
00:43:17,929 --> 00:43:21,731
        A HUNDRED FOOT TALL
        ALIEN WAS RUNNING AROUND
        BELLWOOD UNNOTICED?

508
00:43:21,733 --> 00:43:23,866
   I DON'T KNOW.
   HE JUST CAME
   OUT OF NOWHERE!

509
00:43:23,868 --> 00:43:27,437
              ALIENS DON'T JUST
              FALL FROM THE SKY!

510
00:43:32,043 --> 00:43:33,109
         GWEN! TETRAX!

511
00:43:39,551 --> 00:43:42,385
       WE'RE ON PETROPIA.

512
00:43:42,387 --> 00:43:45,254
     YOUR HOME PLANET? BUT
WASN'T IT DESTROYED?

513
00:43:45,256 --> 00:43:47,123
HOW IS THIS POSSIBLE?

514
00:43:47,125 --> 00:43:49,058
                 BECAUSE THIS
                 ISN'T PETROPIA.

515
00:43:49,060 --> 00:43:52,695
 JUST LIKE THAT WASN'T BELLWOOD
 BEFORE. THIS IS ALL A COMPUTER
 SIMULATION.

516
00:43:56,468 --> 00:43:58,568
    Computer voice:
    <i> ENVIRONMENT: PETROPIA.</i>

517
00:43:58,570 --> 00:44:01,938
 <i> PRIMARY INTELLIGENT SPECIES:</i>
 <i> PETROSAPIEN.</i>

518
00:44:01,940 --> 00:44:04,574
           A COMPUTER SIMULATION
           INSIDE THE OMNITRIX.

519
00:44:04,576 --> 00:44:08,111
YOU CAST A
CRAZY SPELL ON YOURSELF?
THAT MAKES NO SENSE.

520
00:44:08,113 --> 00:44:11,414
              SURE IT DOES.
THE OMNITRIX SCANS
              ALIEN DNA.

521
00:44:11,416 --> 00:44:13,082
          WHAT IF IT SCANNED US?

522
00:44:13,084 --> 00:44:14,584
YOU MEAN LIKE THAT TIME
WE ENDED UP IN THAT

523
00:44:14,586 --> 00:44:17,920
SUMO SLAMMERS GAME?
COOL!

524
00:44:17,922 --> 00:44:21,524
EXCEPT WE'RE STUCK
HERE, AREN'T WE?

525
00:44:25,330 --> 00:44:26,929
         YOU WILL NOT ESCAPE ME!

526
00:44:26,931 --> 00:44:29,666
      PUT DOWN THE DWEEB,
      YOU UPGRADE WANNABE!

527
00:44:45,617 --> 00:44:48,718
   YOU REALLY THINK YOU
   CAN HOLD ME, EARTH CHILD?

528
00:44:52,457 --> 00:44:54,290
           WHY WON'T
           THIS TELEPORTER WORK?

529
00:44:54,292 --> 00:44:57,527
WILL SOMEONE PLEASE
TELL ME WHAT'S GOING ON HERE?

530
00:44:57,529 --> 00:45:02,465
STARTING WITH YOU. WHO ARE YOU
AND WHY HAVE YOU BEEN CHASING ME
ALL OVER THE WORLD?

531
00:45:02,467 --> 00:45:04,967
    AND WHAT DOES THIS HAVE
    TO DO WITH AZMUTH?

532
00:45:04,969 --> 00:45:08,004
           VERY WELL.

533
00:45:08,006 --> 00:45:11,207
       AZMUTH IS MY SON.

534
00:45:13,645 --> 00:45:16,145
         AZMUTH'S DAD
         IS AN UPGRADE?

535
00:45:16,147 --> 00:45:18,314
      GUESS HE
      TAKES AFTER HIS MOM.

536
00:45:18,316 --> 00:45:21,517
 I HADN'T SEEN HIM IN
 THOUSANDS OF YOUR EARTH YEARS.

537
00:45:21,519 --> 00:45:24,987
  HE'D ABANDONED GALVAN PRIME
  TO FOCUS ON HIS LIFE'S WORK.

538
00:45:24,989 --> 00:45:27,657
              BUT ONE DAY HE
              SUDDENLY RETURNED.

539
00:45:27,659 --> 00:45:29,826
           SAID HE'D MET SOMEONE
           WHO REMINDED HIM

540
00:45:29,828 --> 00:45:32,061
OF THE IMPORTANCE
             OF HOME AND FAMILY.

541
00:45:32,063 --> 00:45:33,663
              ME?

542
00:45:33,665 --> 00:45:36,666
      I SUPPOSE AZMUTH HAD
      NEVER REALLY THOUGHT
      ABOUT HOW MUCH

543
00:45:36,668 --> 00:45:38,668
      HE'D HURT THE PEOPLE
      HE'D LEFT BEHIND.

544
00:45:38,670 --> 00:45:40,737
    I KNOW WHAT THAT'S LIKE.

545
00:45:40,739 --> 00:45:44,707
 <i> SO WHEN HE SUDDENLY HAD TO</i>
 <i> LEAVE ON SOME URGENT MISSION</i>
 <i> TO EARTH,</i>

546
00:45:44,709 --> 00:45:47,677
  <i> I COULDN'T BEAR TO LOSE HIM</i>
  <i> A SECOND TIME.</i>

547
00:45:47,679 --> 00:45:51,013
    <i> I TRIED TO CONTACT HIM.</i>

548
00:45:51,015 --> 00:45:54,751
    THIS WAS THE ONLY
    TRANSMISSION I RECEIVED.

549
00:46:00,191 --> 00:46:04,360
- AND THEN, I KNEW
          I'D LOST HIM FOR GOOD.
        - NO.

550
00:46:04,362 --> 00:46:07,530
  IT BECAME MY DUTY
  TO TRACK DOWN THIS TO'KUSTAR

551
00:46:07,532 --> 00:46:10,433
   AND MAKE HIM PAY
   FOR TAKING AZMUTH'S LIFE.

552
00:46:12,437 --> 00:46:14,237
 <i> I FOLLOWED THE ENERGY SIGNAL</i>
 <i> AZMUTH HAD BEEN TRACKING</i>

553
00:46:14,239 --> 00:46:17,373
  <i> TO THE EARTH TOWN KNOWN AS</i>
  <i> BELLWOOD.</i>

554
00:46:17,375 --> 00:46:20,510
  <i> I TRIED TO STOP THE CULPRIT</i>
   <i> FROM ESCAPING IN HIS SHIP.</i>

555
00:46:31,222 --> 00:46:33,890
BUT YOU SHOT DOWN
MY SHIP BY MISTAKE!

556
00:46:33,892 --> 00:46:38,394
              IT WAS NO MISTAKE!
              MY TRACKER LED ME
STRAIGHT TO HIM!

557
00:46:38,396 --> 00:46:41,430
NO, IT LED YOU TO
EVIL WAY BIG.

558
00:46:41,432 --> 00:46:43,132
BUT I GOT RID
OF HIM FOR YOU.

559
00:46:43,134 --> 00:46:47,236
            UH, BEN? HOW EXACTLY
            DID YOU GET RID OF
            THIS EVIL WAY BIG?

560
00:46:47,238 --> 00:46:49,572
       OH, YOU KNOW.
       THE USUAL HEROICS.

561
00:46:49,574 --> 00:46:52,074
           THE TRUTH?

562
00:46:52,076 --> 00:46:54,610
          [SIGH] OKAY.

563
00:46:54,612 --> 00:46:58,648
<i>THERE WAS A WEIRD NOISE</i>
<i>AND A FLASH FROM THE OMNITRIX.</i>

564
00:46:58,650 --> 00:47:00,550
   <i> AND IT JUST VAPORIZED HIM.</i>

565
00:47:01,653 --> 00:47:03,252
    YOU'RE WELCOME.

566
00:47:03,254 --> 00:47:05,087
              WHAT IF YOU DIDN'T
              VAPORIZE IT?

567
00:47:05,089 --> 00:47:07,757
WHAT IF THE OMNITRIX
            JUST DOWNLOADED
            EVIL WAY BIG

568
00:47:07,759 --> 00:47:10,159
               JUST LIKE
               IT DOWNLOADED US?

569
00:47:10,161 --> 00:47:12,495
              BEN?

570
00:47:12,497 --> 00:47:15,598
WELL, IF THAT'S TRUE,
WOULDN'T IT HAVE
ALSO DOWNLOADED--

571
00:47:15,600 --> 00:47:17,533
                YOUR HOMEWORK
                AND YOUR LAPTOP?

572
00:47:19,103 --> 00:47:22,505
      - SO THAT WOULD MEAN
        EVIL WAY BIG--
      - BEN!

573
00:47:22,507 --> 00:47:25,675
 Computer voice:
 <i> WARNING. DNA PROTOCOL ERROR.</i>

574
00:47:25,677 --> 00:47:28,678
            [ROARS]

575
00:47:33,451 --> 00:47:37,553
 THAT'S THE ALIEN
 THAT DEVOURED MY SON!
SO YOU WERE TELLING THE TRUTH!

576
00:47:40,124 --> 00:47:41,691
  I'VE BEEN TELLING THE TRUTH
  THE WHOLE TIME!

577
00:47:41,693 --> 00:47:44,861
      WELL, EXCEPT TO YOU.
      BUT I APOLOGIZE.

578
00:47:49,634 --> 00:47:52,702
      THIS IS FOR AZMUTH!

579
00:47:52,704 --> 00:47:55,371
       WAIT! YOU DON'T
       WANNA PICK A FIGHT
       WITH THIS GUY!

580
00:47:55,373 --> 00:47:57,039
                OH YES I DO!

581
00:48:13,324 --> 00:48:15,491
 - Ben: THIS IS ALL YOUR FAULT!
 - Gwen: THIS IS ALL MY FAULT!

582
00:48:15,493 --> 00:48:18,561
WHOA. WAIT. THIS
REALLY IS YOUR FAULT?

583
00:48:18,563 --> 00:48:21,831
              I THINK I KNOW WHY
              THE OMNITRIX KEEPS
              DOWNLOADING STUFF.

584
00:48:21,833 --> 00:48:24,166
        REMEMBER THAT
DISMANTLING SPELL I DID?

585
00:48:24,168 --> 00:48:26,168
   <i> I THINK WHEN IT COMBINED</i>
   <i> WITH YOU AS UPGRADE,</i>

586
00:48:26,170 --> 00:48:28,738
    <i> IT CAUSED A MALFUNCTION</i>
    <i> IN THE OMNITRIX.</i>

587
00:48:28,740 --> 00:48:30,840
        <i> YOU HEARD THOSE</i>
        <i> ERROR MESSAGES.</i>

588
00:48:30,842 --> 00:48:34,677
     I MUST HAVE MESSED UP
     THE ENTIRE OMNITRIX
     DNA PROTOCOL.

589
00:48:34,679 --> 00:48:37,246
             NOW WE'RE STUCK
             INSIDE IT. FOREVER.

590
00:48:37,248 --> 00:48:38,681
       I DIDN'T SAY THAT.

591
00:48:38,683 --> 00:48:40,016
            YOU DIDN'T HAVE TO.

592
00:48:40,018 --> 00:48:42,518
     THE ONLY PERSON WHO CAN
     FIX THE OMNITRIX IS AZMUTH.

593
00:48:42,520 --> 00:48:45,521
AND RIGHT NOW HE'S BEING
        DIGESTED BY THAT EVIL
        WAY BIG!

594
00:48:45,523 --> 00:48:49,425
THERE HAS TO BE
ANOTHER WAY, BEN.

595
00:48:49,427 --> 00:48:51,260
            [GRUNTS]

596
00:48:51,262 --> 00:48:54,931
WHAT'S THE POINT? ALL
I WANTED TO DO WAS GET AWAY
FROM ALL MY PROBLEMS ON EARTH.

597
00:48:54,933 --> 00:48:57,533
  IT'S JUST LIKE GRANDPA SAID.

598
00:48:57,535 --> 00:48:59,535
     I WANTED TO GO OUT
     AND SAVE THE UNIVERSE,

599
00:48:59,537 --> 00:49:02,872
  BUT I ENDED UP LOSING
  MY HOME AND FAMILY INSTEAD.

600
00:49:02,874 --> 00:49:05,875
I JUST WISH EVERYONE
WOULD LEAVE ME ALONE.

601
00:49:05,877 --> 00:49:07,610
                THE BEN TENNYSON
                I KNOW

602
00:49:07,612 --> 00:49:10,379
            IS ARROGANT,
OBNOXIOUS, DWEEBISH,

603
00:49:10,381 --> 00:49:11,881
                 AND DOESN'T
                 SMELL TOO GOOD.

604
00:49:11,883 --> 00:49:13,883
       GEE, THANKS FOR
       THE PEP TALK, CUZ.

605
00:49:13,885 --> 00:49:15,618
                 BUT HE'S NOT
                 A QUITTER.

606
00:49:15,620 --> 00:49:18,888
            SO YOU CAN STAY HERE
            AND FEEL SORRY FOR
            YOURSELF.

607
00:49:18,890 --> 00:49:20,890
              BUT I'M GONNA FIND
              A WAY OUT OF HERE.

608
00:49:20,892 --> 00:49:22,291
           [STRAINS]

609
00:49:30,902 --> 00:49:32,268
          GWEN, WAIT!

610
00:49:32,270 --> 00:49:34,403
    IF WE MAKE IT OUT ALIVE,

611
00:49:34,405 --> 00:49:37,473
     WOULD YOU DO MY
     HISTORY REPORT FOR ME?

612
00:49:39,811 --> 00:49:42,311
WHAT? IT WAS WORTH A SHOT.

613
00:49:48,319 --> 00:49:49,485
SO HOW DO WE
GET OUT OF HERE?

614
00:49:49,487 --> 00:49:51,821
           IF MAGIC PLUS UPGRADE
           CAUSED THE PROBLEM,

615
00:49:51,823 --> 00:49:53,923
    THEN MAYBE THE SAME
    COMBINATION CAN FIX IT--

616
00:49:53,925 --> 00:49:55,458
   BUT WITH A NEGATING SPELL
   THIS TIME.

617
00:49:55,460 --> 00:49:57,793
WELL, HOW'M I SUPPOSED
TO GO UPGRADE WITHOUT
THE OMNITRIX?

618
00:49:57,795 --> 00:50:01,998
            YOU DON'T NEED TO
            GO UPGRADE, DOOFUS.
            WE ALREADY HAVE ONE.

619
00:50:05,269 --> 00:50:07,837
     COME ON! FALL ALREADY!

620
00:50:23,855 --> 00:50:27,356
 HEY! DOWNGRADE! A LITTLE HELP?
 YOU'RE OUR TICKET OUT OF HERE!

621
00:50:27,358 --> 00:50:29,291
NOT TILL I'VE HAD
               MY REVENGE!

622
00:50:29,293 --> 00:50:31,594
DISCOMBOBULUS NEGATUM!

623
00:50:34,632 --> 00:50:37,633
     WHAT DID YOU DO TO ME?

624
00:50:37,635 --> 00:50:39,035
       GRAB ON!

625
00:50:49,981 --> 00:50:52,081
           HUH? WHOA!

626
00:50:56,320 --> 00:50:58,554
      I HAVE A BAD FEELING
      ABOUT THIS.

627
00:51:06,998 --> 00:51:09,065
            [ROARS]

628
00:51:14,572 --> 00:51:16,405
           [COUGHING]

629
00:51:16,407 --> 00:51:20,009
BEN! GWEN! YOU'RE ALL RIGHT!

630
00:51:20,011 --> 00:51:21,644
   IS THIS THE REAL BELLWOOD?

631
00:51:24,348 --> 00:51:26,515
      YES! IT'S ALL REAL!

632
00:51:26,517 --> 00:51:28,517
         WHAT HAPPENED?

633
00:51:28,519 --> 00:51:30,920
            [ROARS]

634
00:51:47,371 --> 00:51:49,939
       VENGEANCE IS MINE!

635
00:51:53,911 --> 00:51:56,946
      - FORGET VENGEANCE!
        IT'S HERO TIME!
      - WAIT, BEN!

636
00:52:02,620 --> 00:52:04,453
WHAT'S GOING--?

637
00:52:15,566 --> 00:52:19,502
      MOM? DAD? I THOUGHT
      YOU FIXED IT!

638
00:52:24,075 --> 00:52:25,908
 HEY! THAT'S MY FAVORITE SHIRT!

639
00:52:25,910 --> 00:52:27,610
IT'S YOUR ONLY SHIRT!

640
00:52:27,612 --> 00:52:28,611
   [STARTLED REACTION/ EFFORT
   MOVING GWEN]

641
00:52:28,613 --> 00:52:29,678
             WHOA!

642
00:52:31,582 --> 00:52:33,482
                WANNA BET I GET
                BLAMED FOR THAT?

643
00:52:52,103 --> 00:52:54,203
            [GROWLS]

644
00:53:00,611 --> 00:53:02,711
            [GRUNTS]

645
00:53:26,470 --> 00:53:28,871
           WHOA! HUH?

646
00:53:32,877 --> 00:53:36,045
 MOM! DAD! STOP! IT'S ME, BEN!

647
00:53:36,047 --> 00:53:37,646
GRANDPA! DO SOMETHING!

648
00:53:37,648 --> 00:53:38,981
                      LIKE WHAT?

649
00:53:38,983 --> 00:53:40,816
           YOU'RE HIS FATHER.
           CAN'T YOU GROUND HIM?

650
00:53:40,818 --> 00:53:42,518
[GROWLING]

651
00:53:42,520 --> 00:53:44,653
     YOUR PARENTS MUST BE
     EXTREMELY DISORIENTED

652
00:53:44,655 --> 00:53:46,021
  FROM THE DNA TRANSFORMATION.

653
00:53:46,023 --> 00:53:49,692
           [GROWLING]

654
00:53:49,694 --> 00:53:53,495
  SO DISORIENTED THAT THEY
  WOULDN'T RECOGNIZE THEIR OWN
  FAMILY.

655
00:53:53,497 --> 00:53:54,496
                             SO?

656
00:53:54,498 --> 00:53:56,232
      DNA PROTOCOL ERROR.

657
00:53:56,234 --> 00:53:59,501
   THE OMNITRIX ISN'T JUST
   DOWNLOADING EXTRA THINGS.

658
00:53:59,503 --> 00:54:03,672
 IT'S UPLOADING THEM AS WELL!
 THAT'S WHY IT JUST TRANSFORMED
 YOUR PARENTS.

659
00:54:03,674 --> 00:54:05,040
      WAIT, WHAT ARE YOU SAYING?

660
00:54:05,042 --> 00:54:07,676
I'M SAYING WHAT IF
AZMUTH WASN'T KILLED

661
00:54:07,678 --> 00:54:09,178
BY THAT EVIL WAY BIG.

662
00:54:09,180 --> 00:54:10,913
WHAT IF HE IS
THAT EVIL WAY BIG?

663
00:54:10,915 --> 00:54:14,216
WE FOUND HIS SHIP NEAR
WHERE WE FIRST ENCOUNTERED
THE TO'KUSTAR!

664
00:54:14,218 --> 00:54:16,685
  IT WAS CLOAKED LIKE A TRUCK.

665
00:54:16,687 --> 00:54:18,487
             TRUCK?

666
00:54:21,025 --> 00:54:23,259
<i>MUCH AS I HATE TO SAY IT, GWEN,</i>
<i>I THINK YOU'RE RIGHT.</i>

667
00:54:23,261 --> 00:54:26,862
  <i> THE OMNITRIX TURNED AZMUTH</i>
  <i> INTO EVIL WAY BIG.</i>

668
00:54:26,864 --> 00:54:29,765
     IT EVEN DID THAT WEIRD
     ENERGY THING

669
00:54:29,767 --> 00:54:32,701
   JUST LIKE IT DID BEFORE IT
   TRANSFORMED MOM AND DAD.

670
00:54:32,703 --> 00:54:35,070
WHICH MEANS IF WE DON'T
FIX THE OMNITRIX SOON,

671
00:54:35,072 --> 00:54:37,573
THERE'S GONNA BE
A WHOLE TOWN FULL
OF CRAZED ALIENS!

672
00:54:37,575 --> 00:54:39,208
                AND THE ONLY ONE
                WHO CAN FIX IT

673
00:54:39,210 --> 00:54:40,876
            IS BEING HUNTED DOWN
            BY HIS OWN FATHER!

674
00:54:40,878 --> 00:54:44,980
        [GROWLS, ROARS]

675
00:54:53,224 --> 00:54:54,223
           All: HUH?

676
00:54:54,225 --> 00:54:55,758
WE'LL HANDLE YOUR PARENTS.

677
00:54:55,760 --> 00:54:58,227
YOU TWO HAVE TO STOP
AZMUTH AND HIS FATHER

678
00:54:58,229 --> 00:55:01,230
FROM DESTROYING
THE CITY-- AND EACH OTHER!

679
00:55:01,232 --> 00:55:02,731
HOW WE GONNA DO THAT?

680
00:55:02,733 --> 00:55:05,167
  BY GIVING THEM A NEW TARGET.

681
00:55:09,473 --> 00:55:10,973
             WHOA!

682
00:55:30,761 --> 00:55:34,330
          WHY DON'T YOU PICK ON
          SOMEONE YOUR OWN SIZE?

683
00:55:47,611 --> 00:55:51,280
NICE GOING, DOOFUS!
           HOW ABOUT DRAWING HIM
           AWAY FROM THE CITY?

684
00:55:51,282 --> 00:55:53,682
DON'T BE A BACK-SHOULDER
DRIVER.

685
00:55:53,684 --> 00:55:57,119
         IT'S SUMO SLAMMER TIME!

686
00:55:57,121 --> 00:55:58,887
             WHOA!

687
00:56:42,032 --> 00:56:44,066
       ANOTHER TO'KUSTAR?

688
00:56:54,512 --> 00:56:56,979
   I WILL DESTROY ALL ALIENS!

689
00:57:10,227 --> 00:57:12,761
        STOP! IT'S BEN!

690
00:57:12,763 --> 00:57:15,364
    WHERE'S THE OTHER ONE?
    I NEED TO AVENGE AZMUTH.

691
00:57:15,366 --> 00:57:17,866
    THE OTHER ONE IS AZMUTH.

692
00:57:17,868 --> 00:57:19,935
            NO! YOU'RE LYING!

693
00:57:44,929 --> 00:57:47,029
            LET GO!

694
00:57:51,402 --> 00:57:53,635
    I WILL HAVE MY REVENGE!

695
00:58:04,582 --> 00:58:07,249
 NO, YOU HAVE TO LISTEN TO US!

696
00:58:07,251 --> 00:58:10,786
YOUR SON WAS TRANSFORMED BY A
 MALFUNCTION IN BEN'S OMNITRIX.

697
00:58:10,788 --> 00:58:13,021
THAT ALIEN IS AZMUTH.

698
00:58:16,760 --> 00:58:19,394
       YOU DON'T DESERVE
       TO SAY HIS NAME!

699
00:58:48,158 --> 00:58:50,292
      IT'S NOT GONNA WORK!

700
00:58:50,294 --> 00:58:54,029
  THE ONLY WAY TO TAKE DOWN A
  TO'KUSTAR IS TO AIM FOR THE
  FRILL!

701
00:58:54,031 --> 00:58:55,964
      EVERYONE KNOWS THAT.

702
00:58:55,966 --> 00:58:57,966
          AND NOW HE KNOWS IT
          TOO, DWEEB!

703
00:58:57,968 --> 00:58:59,401
      THANKS FOR THE TIP!

704
00:59:08,879 --> 00:59:11,813
        - WHAT'S WRONG?
        - I CAN'T MOVE!

705
00:59:11,815 --> 00:59:15,217
        - THAT'S BAD.
        - THAT'S WORSE!

706
00:59:22,660 --> 00:59:24,660
             GWEN!

707
00:59:24,662 --> 00:59:25,961
              HUH?

708
00:59:28,165 --> 00:59:31,433
WE HAVE TO STOP HIM! AND
    I'M NOT RECHARGED YET!

709
00:59:44,181 --> 00:59:45,514
   I DON'T WANT TO SHOOT YOU!

710
00:59:45,516 --> 00:59:48,584
         THEN GIVE HER A CHANCE
         TO PROVE THAT'S AZMUTH!

711
00:59:53,857 --> 00:59:55,223
            [GROWLS]

712
00:59:55,225 --> 00:59:56,358
      WHAT ARE YOU DOING?

713
00:59:56,360 --> 00:59:57,526
      IT'S A MAGIC SPELL.

714
00:59:57,528 --> 01:00:01,096
      I'M GOING TO TRY
      TO ACCESS HIS MIND.

715
01:00:01,098 --> 01:00:05,267
                         [ROARS]

716
01:00:05,269 --> 01:00:08,604
              AZMUTH, PLEASE.
              YOU NEED TO FOCUS!

717
01:00:08,606 --> 01:00:12,274
JUST TELL US HOW TO REPAIR
THE MALFUNCTION IN THE OMNITRIX!

718
01:00:12,276 --> 01:00:16,878
          OMNITRIX...

719
01:00:16,880 --> 01:00:17,879
            AZMUTH?

720
01:00:17,881 --> 01:00:20,882
FATHER.

721
01:00:20,884 --> 01:00:24,252
            [GROWLS]

722
01:00:24,254 --> 01:00:26,054
            [SCREAM]

723
01:00:26,056 --> 01:00:27,456
              NO!

724
01:00:38,969 --> 01:00:42,571
 AZMUTH, PLEASE! IT'S NOT HIS
 FAULT! DON'T MAKE ME HURT HIM!

725
01:00:42,573 --> 01:00:46,241
  HE'S USING YOU AS A WEAPON?

726
01:00:46,243 --> 01:00:48,610
NOT AS A WEAPON.
AS A TOOL KIT.

727
01:00:48,612 --> 01:00:51,146
HE'S TRYING
TO FIX THE OMNITRIX.

728
01:00:58,322 --> 01:00:59,655
          [SCREAMING]

729
01:01:06,430 --> 01:01:07,462
WHAT DID YOU DO?

730
01:01:07,464 --> 01:01:10,165
 I DIDN'T DO ANYTHING. HE DID!

731
01:01:14,138 --> 01:01:16,438
          YOU KNOW I'M SERIOUSLY
          RECONSIDERING

732
01:01:16,440 --> 01:01:19,408
          THE WHOLE LET-YOU-
          KEEP-MY-OMNITRIX PLAN.

733
01:01:21,278 --> 01:01:23,612
            AZMUTH!

734
01:01:23,614 --> 01:01:26,281
        [HAPPY CHUCKLE]

735
01:01:26,283 --> 01:01:27,616
YOU'RE ALIVE!

736
01:01:27,618 --> 01:01:29,017
       NO THANKS TO YOU!

737
01:01:29,019 --> 01:01:31,119
  THIS THING
  WAS SO OVERLOADED WITH MANNA

738
01:01:31,121 --> 01:01:34,122
I COULD PICK UP THE READING
FROM HALFWAY ACROSS THE GALAXY.

739
01:01:34,124 --> 01:01:35,624
OVERLOADED WITH WHAT?

740
01:01:35,626 --> 01:01:36,625
   THEY HAVEN'T TOLD YOU YET?

741
01:01:36,627 --> 01:01:39,361
        EH. YOU'LL FIND
        OUT SOON ENOUGH.

742
01:01:39,363 --> 01:01:42,798
SO I SCHLEP MYSELF ALL THE WAY
TO EARTH TO DEFRAG THE OMNITRIX

743
01:01:42,800 --> 01:01:44,633
   AND WHAT THANKS DO I GET?

744
01:01:44,635 --> 01:01:47,536
  - YOU TURN ME INTO A RAGING
    TO'KUSTAR!
  - [GIGGLES]

745
01:01:47,538 --> 01:01:49,471
        I SHOULD'VE JUST
        STAYED IN BED.

746
01:01:49,473 --> 01:01:52,808
         SON, I--
I ALMOST VAPORIZED YOU.

747
01:01:52,810 --> 01:01:54,543
           HOW COULD I HAVE BEEN
           SO BLINDED BY RAGE?

748
01:01:54,545 --> 01:01:57,212
          I'M A TERRIBLE FATHER.

749
01:01:57,214 --> 01:02:01,183
    I HAVEN'T EXACTLY BEEN
    THE GREATEST SON EITHER,
    DAD.

750
01:02:01,185 --> 01:02:05,020
   I ALWAYS LET MY INVENTIONS
   COME BEFORE FAMILY.

751
01:02:05,022 --> 01:02:08,490
      SPEAKING OF WHICH,
      I PROBABLY SHOULD'VE
      WARNED YOU

752
01:02:08,492 --> 01:02:12,227
     TO STAY AWAY FROM
     THAT MECHAMORPH ARMOR.

753
01:02:18,869 --> 01:02:20,869
   YOU MEAN I WAS HUNTED DOWN
   ALL OVER THE WORLD

754
01:02:20,871 --> 01:02:23,171
      BY A GREY MATTER
      IN AN UPGRADE SUIT?

755
01:02:23,173 --> 01:02:27,008
DUH. HE'S AZMUTH'S DAD.
WHAT WERE YOU EXPECTING?

756
01:02:27,010 --> 01:02:28,844
ANOTHER WAY BIG?

757
01:02:28,846 --> 01:02:31,413
       SO WHY DOES HIS DAD
       LOOK YOUNGER THAN AZMUTH?

758
01:02:31,415 --> 01:02:34,683
  KID, YOU GOT A LOT TO LEARN
  ABOUT GALVANS!

759
01:02:34,685 --> 01:02:37,185
 CAN YOU EVER FORGIVE ME, SON?

760
01:02:37,187 --> 01:02:40,222
            CAN FORGIVE ME FOR
            SKIPPING OUT ON YOU?

761
01:02:40,224 --> 01:02:42,758
    OH, SON, I ALREADY HAVE.

762
01:02:44,361 --> 01:02:48,029
 THEN WHAT SAY WE CALL IT EVEN?

763
01:02:48,031 --> 01:02:51,700
  LET THAT BE A LESSON-- NEVER
  MESS WITH MECHAMORPH ARMOR.

764
01:02:51,702 --> 01:02:54,102
    ALL IT DOES IS PUMP UP
    THE WEARER'S AGGRESSION.

765
01:02:54,104 --> 01:02:56,705
TURNS 'EM INTO A SINGLE-MINDED
WEAPON OF DESTRUCTION.

766
01:02:56,707 --> 01:02:58,273
       TELL ME ABOUT IT.

767
01:02:58,275 --> 01:03:01,443
NOW LET'S GO HOME BEFORE ANYONE
ELSE BREAKS SOMETHING.

768
01:03:01,445 --> 01:03:05,781
ABOUT THAT-- COULD YOU DO ME ONE
MORE FAVOR BEFORE YOU GO?

769
01:03:05,783 --> 01:03:10,051
    I SORTA TURNED
    MY PARENTS INTO ALIENS.

770
01:03:10,053 --> 01:03:11,720
                        OI.

771
01:03:11,722 --> 01:03:14,222
            [GROWLS]

772
01:03:14,224 --> 01:03:16,224
            SON! NO!

773
01:03:16,226 --> 01:03:17,793
             WHOA!

774
01:03:22,432 --> 01:03:25,300
         MECHANAE DISCOMBOBULUS!

775
01:03:37,114 --> 01:03:39,748
           - [MOANS]
           - BEN!

776
01:03:39,750 --> 01:03:41,349
WHERE IN THE WORLD
WERE YOU?

777
01:03:43,320 --> 01:03:45,253
             WE'VE BEEN LOOKING
             EVERYWHERE FOR YOU.

778
01:03:45,255 --> 01:03:47,422
[SIGHS] I--

779
01:03:47,424 --> 01:03:50,592
   YOUR GRANDFATHER'S
   HERE TO TAKE YOU FISHING.

780
01:03:50,594 --> 01:03:52,761
   YOU MEAN I'M NOT GROUNDED?

781
01:03:52,763 --> 01:03:56,331
          HMM. I DON'T REMEMBER
          GROUNDING BEN. DO YOU,
          CARL?

782
01:03:58,001 --> 01:04:01,269
             WHEW.

783
01:04:01,271 --> 01:04:03,605
     - WHERE'S THE RV, DAD?
     - OOH, UH--

784
01:04:03,607 --> 01:04:05,440
 YOU PARK IT AROUND THE CORNER?

785
01:04:05,442 --> 01:04:09,611
UH-HUH. I THINK GOING ALIEN MAY
HAVE SCRAMBLED THEIR MEMORIES A
BIT.

786
01:04:09,613 --> 01:04:11,513
      AT LEAST IT WAS GOOD
      FOR SOMETHING.

787
01:04:14,952 --> 01:04:17,686
   I DON'T KNOW WHAT YOU DID,
   BUT THANKS.

788
01:04:25,295 --> 01:04:28,997
MAX TENNYSON, I'VE
HEARD A LOT ABOUT YOU.

789
01:04:28,999 --> 01:04:30,498
          - AZMUTH?
          - YOU'RE-- ?

790
01:04:30,500 --> 01:04:32,701
 YEAH, YEAH, YEAH. THE KIDS
 WILL TELL YOU THE WHOLE STORY.

791
01:04:32,703 --> 01:04:37,038
    I GOT A HOME AND FAMILY
    TO GET BACK TO.

792
01:04:37,040 --> 01:04:39,708
           I'M JUST GLAD TO KNOW
           YOU'RE ALL SAFE.

793
01:04:39,710 --> 01:04:43,144
          ALTHOUGH IT LOOKS LIKE
          NOBODY'S GOING FISHING
          THIS WEEKEND.

794
01:04:43,146 --> 01:04:45,146
  Both: THIS IS ALL MY FAULT.

795
01:04:45,148 --> 01:04:47,482
     Both: YOUR FAULT?
     HOW IS IT YOUR FAULT?

796
01:04:47,484 --> 01:04:49,551
MY OMNITRIX TRASHED
THE RUSTBUCKET.

797
01:04:49,553 --> 01:04:51,987
                 ONLY BECAUSE OF
MY MAGIC SPELL.

798
01:04:51,989 --> 01:04:56,258
            OH FOR THE LOVE OF--
            DO YOU TWO EVER
            STOP ARGUING?

799
01:05:17,681 --> 01:05:20,582
             LET'S GO HOME, DAD.

800
01:05:23,353 --> 01:05:27,222
    HOME. I ALMOST LOST MINE
    FOR GOOD.

801
01:05:27,224 --> 01:05:29,858
NOW THAT YOU'RE IN THE CLEAR
WITH YOUR FOLKS,

802
01:05:29,860 --> 01:05:34,229
    I SUPPOSE THERE'S STILL
    ROOM IN THE RUSTBUCKET
    FOR A WEEKEND ROAD TRIP.

803
01:05:34,231 --> 01:05:38,266
NO, GRANDPA. I NEVER SHOULD HAVE
RUN OUT ON MY PARENTS.

804
01:05:38,268 --> 01:05:41,703
NO POINT IN SAVING THE UNIVERSE
IF YOU LOSE YOUR FAMILY.

805
01:05:41,705 --> 01:05:43,872
    I'VE LEARNED MY LESSON.

806
01:05:43,874 --> 01:05:46,508
YOU'LL FORGET IT AGAIN.
BUT YOU'VE LEARNED IT.

807
01:05:57,254 --> 01:06:01,623
   Ben:<i> IMAGINE YOU HAVE</i>
   <i> THE OPPORTUNITY TO TRAVEL</i>
   <i> TO STRANGE NEW WORLDS...</i>

808
01:06:02,793 --> 01:06:05,560
       <i> AND ENCOUNTER</i>
       <i> ALIEN LIFE FORMS.</i>

809
01:06:05,562 --> 01:06:09,597
   <i> IMAGINE LEAVING THE WORLD</i>
   <i> YOU KNOW, EMBARKING ON</i>
   <i> A DANGEROUS JOURNEY</i>

810
01:06:09,599 --> 01:06:12,133
       <i> FROM WHICH YOU</i>
       <i> MAY NEVER RETURN.</i>

811
01:06:12,135 --> 01:06:15,437
  SOUNDS LIKE SCIENCE FICTION.
  BUT THAT'S WHAT IT MUST
  HAVE BEEN LIKE

812
01:06:15,439 --> 01:06:17,639
 TO BE A CREW MEMBER
DURING THE AGE OF EXPLORATION.

813
01:06:17,641 --> 01:06:19,574
SO ASK YOURSELVES THIS QUESTION:

814
01:06:19,576 --> 01:06:22,310
WOULD YOU CHOOSE TO LEAVE HOME,
FAMILY AND FRIENDS

815
01:06:22,312 --> 01:06:24,579
       <i> IN EXCHANGE FOR</i>
       <i> THE ADVENTURE OF</i>
       <i> A LIFETIME?</i>

816
01:06:24,581 --> 01:06:27,582
        I KNOW I WOULD.

817
01:06:27,584 --> 01:06:29,584
       <i> BUT ONLY DURING</i>
       <i> SUMMER VACATION.</i>

818
01:06:29,586 --> 01:06:32,821
    <i> AND I'D STILL WANT SOME</i>
    <i> FAMILY BY MY SIDE.</i>

819
01:06:44,101 --> 01:06:48,670
   YOU'RE GOING
   TO WISH YOU'D STAYED HOME
   THIS TIME, TENNYSON!

820
01:06:56,947 --> 01:07:07,022
     <i> [THEME MUSIC PLAYING]</i>


