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??
? Ben 10! ?
? Ben 10! ?
? Ben 10! ?
? Ben 10! ?
? Ben 10! ?
? Ben 10! ?
? Ben 10! ?
? Ben 10! ?
??
??
Okay, kids. We're here.
Yes, finally!
The world capital of pizza!
Ben, Italy has more to offer
than just great food
- like the famous - Piazza Navona.
Well, seems like a good place
as any to park.
Uh, Grandpa, I don't know
if this is safe.
- Oh, ah, - you're right, Gwen.
- [ Beep! ] - [ Blinkers clicking ]
There.
Now let's track down some grub.
- What about the culture - and the history?
Grub first!
- Okay. - Look sharp.
We're out to find
the world-famous pizzeria
of Mario Pelizzoli.
We're in the city
of Caravaggio and Bernini,
- and you guys just want - to stuff your faces?
Chill out, Gwen.
This place is super old.
It's been around for, like,
probably 100 years.
It's not going anywhere,
but the sweet fleeting taste
of the perfect pizza,
it's once in a lifetime.
- Sorry, Gwen. - I'm with Ben on this one.
- But Rome has thousands of years - of history
And culture to explore.
- Its cuisine is just - scratching the surface.
There's just a lot more
to the city than meets the eye.
Eh, I don't do well
with common sense, Gwen.
Oh, Ben, maybe you could
use one of your aliens
- to help track down - Pelizzoli's.
But... but...
I have just the alien
for the job.
Okay. You follow Rath, and Rath
will follow his nose.
Ben, wait up!
[ Grunting ]
- [ Sniffing ] - [ Meows ]
A clue.
- Rawr! - [ Yowls ]
Hey, freeze!
- Rath has questions - for you.
[ Grunting ]
??
[ Gasps, sniffs ]
[ Ding! ]
Rath, you beautiful boy.
Rath is coming for you, pizza!
Aah!
[ All gasp ]
[ Growls ]
- I think I heard him - go around this corner.
Wow, the Pantheon.
Wow, the pizzeria.
- Rath found the pizza. - Rath found the pizza.
Rath found the pizza.
Ben, you managed to scare away
all the customers.
Oh. [ Chuckles ]
Sorry.
Well, on the bright side,
there's no more line.
Let's go, Ben.
Unbelievable.
Mm, smells delicious in here.
You bet it does.
- Quick, - let's grab a table!
??
Hmm, a hint of oregano, garlic,
and subtle notes of Asiago.
This pizza is amazing.
Okay. Fine.
Pizza now, Caravaggio later.
Mwah.
Mmm.
Bravo!
I demand to meet the chef!
Well, hello, Tennyson family.
I hope you're enjoying
your meal.
- -[ Gags ] - -Mnh!
The bug brothers?!
What nasty plot are you
scheming up this time?
No schemes.
We are but humble chefs
nowadays.
We said so long
to the life of crime.
Now please enjoy your meal.
- How are we supposed to do that - if we know we're paying
For pizza made by cockroaches,
criminal cockroaches no less?
For you, the first round
of slices are on the house
just to show there
are no hard feelings.
Free pizza, huh?
Let me think about it.
Okay!
Shall we?
[ Mumbling ]
[ Munching ]
Mmmmmmm.
Hmm.
[ Munching ]
- Ben, don't you think - there's something going on here?
Hm? I mean, they're giving us
free pizza.
Even the police
are having a slice.
Maybe we should just snoop
around a little bit.
Okay. Okay.
Uh, excuse me.
I need to use
the little hero's room.
Um, hello?
[ Grunting ]
You must be Mario Pelizzoli!
[ Muffled speaking ]
Ooh!
What happened?
- The bug men, - they kidnapped me
And stole my family recipe.
They even made me
wash the dishes!
- Ugh, I hate - washing dishes.
Don't worry. I'll put a stop
to their bug-brained plan.
? Buona sera pizzeria ?
? Buona sera ?
Aah!
[ Both wince ]
The jig is up, you phonies.
- [ Growls ] - [ Pow! Smack! Crash! ]
[ Gasps ]
My restaurant!
[ All coughing ]
I knew you were up to something.
What are you talking about?
Oh, you messed with the pizza.
- -Now you got to pay the price. - -Wait!
Before you pummel us,
don't you want to hear our plan?
Talk fast, bug head.
The plan was beautiful
in its simplicity.
You see, we hijacked
the famous pizzeria
distracting everyone around,
even the guards at the Pantheon.
While everyone is distracted,
we sneak out the back,
shrink the Pantheon
with our shrink ray,
and make off like bandits.
Next stop, Vegas, baby!
Then we turn the Pantheon
into our very own hotel,
making us filthy rich!
- Hmm, sounds - kind of familiar.
Yeah, and we're going to
get away with it this time.
Hey!
All I had to do was monologue
till your alien gizmo
ran out of juice.
Ugh!
Get ready, Pantheon.
You're about to be me-sized.
Let's go, Sydney.
Wow, their plan is working.
- They must have learned - something for once.
Alien or no alien,
- I'm not letting them - get away.
Come on, Gwen.
My distraction plan
actually worked!
[ Chattering ]
Oh, who cares if it was
your tape recorder?
That doesn't make it
50 percent of your plan.
[ Angrily chattering ]
- Well, I had to buy - a new tape
Because yours had
sad poetry on it.
Ben: Hey, bug brains.
Watch where you're going!
[ All grunting ]
- Be careful, - you limp noodle.
You almost made me
drop our cash cow!
-Whoa!
-Whoa!
[ All grunt ]
Nice try, fettu-weenies!
- We can't let them - get away.
- I could stop them if the watch - was timed in.
We can still catch up.
Uh, taxi, taxi.
Hmm, rude.
Oh, taxi.
Taxi!
Really?
[ Whistles ]
Ciao.
- -Whoa. - -Whoa.
I'm taking the scooter taxi.
Aw.
- [ Grunts ] - I'm going ahead.
- My watch could time - in at any second.
You guys try and meet up
with me there.
Later.
Come on, Gwen.
- Oh, check out this old- school - taxi car from the '70s.
- In order to get into - the back seat,
- You have to fold - the front one down.
Seems like poor design.
- [ Chuckles ] - What are you talking about?
Just like the old times,
crawling in the back seat.
[ Grunts ]
Once we open our
Bug Bros hotel,
the money will
come pouring in!
[ Chattering ]
What do you mean we've
tried this plan before?
When in Rome,
it's different!
- We have scooters - this time.
-I've got you now.
-Back off!
- Ugh, I can't do anything - from back here.
- I'm totally useless! - [ Watch chimes ]
Finally, time to shift
this gear to eight...
XLR8, that is!
??
??
Uh, Shock Rock?
- Uh, please don't freak out. - Please don't freak out.
Aah!
Wait! Come back!
I'm still a boy!
[ Grunts ]
Aaaaaah!
No, no, no, no,
no, no, no!
What was that?
You just don't know
when to give up, do you?
- Like you're one - to talk.
- -Aaaaaah! - -Aaaaaah!
Whoa! Ugh!
-Aaaaaah!
-Aaaaaah!
Ugh!
There's no way
they're getting past that.
Thanks for the boost, kiddo.
I'll make sure to give you
a special shout-out
during my hotel's
opening ceremony.
Uh, no thanks.
[ Grunts ]
Suit yourself!
Hey. What?
Aah!
Whoo-hoo-hoo-hoo
hoo-hoo-hoo-hoo!
Of course, security detail
is the best part of the job.
[ Chattering ]
What do you mean I'm trying to
use reverse psychology on you?
Maybe you're trying
to use it on me!
Aah!
You're not the only one
with some fancy wheels now.
[ Laughs ]
- I should try this - with the Rustbucket.
- Oh, no, no. - Strike that idea.
No, no, no, no, no, no,
no, no, no, no!
Oh! Ugh! Ugh! Oh!
The kid seems
[ Chuckles ]
- to be taking care - of himself today,
But we can't count
on that happening again.
Let's finish the job.
[ Chattering ]
You're terrible, Sydney.
[ Chuckles ]
Let her rip!
Oh! Ugh!
Sorry, no school bus for me.
I'm still on summer break.
Huh? Aah!
Uh-oh.
[ Beep! Whir! ]
No way that brat
can come back from that.
[ Grunting ]
Aah! Aah!
[ Both grunting ]
Enough fun!
Let's get out of here!
- Quick before - that brat gets up!
Drive, drive, drive!
No chance!
Aah!
Aah!
No way you're going to get
past my armored form.
I am unstoppable.
Oh, dang.
- [ Chuckles ] - I guess I was wrong.
He can totally keep failing.
- I don't know the Italian word - for goodbye,
So arrivederci!
[ Sirens wailing ]
[ Tires screech ]
Stop him!
He's got the Pantheon!
[ Grunts ]
-Capoeira sweeping kick!
-Aah!
No, my recently
new life goal!
- Oh, I got it! - I got it!
Ooh! Ooh! Ooh!
Never mind!
Kids, I'm coming!
Ugh!
Oh, no, no, no.
Hey, you guys,
I want to bring you a pizza
on the house for rescuing me.
- [ Slow-motion ] - Look out!
- -[ Slow-motion ] No! - -[ Slow-motion chattering ]
- [ Slow-motion ] - The Pantheon!
I give you the best pizza
ever made.
Huh?
I just don't see where we went
wrong on this plan.
It was flawless!
Well, Ben, I hope you learned
a valuable lesson.
- Yeah, Ben. - You have to be more self-aware.
- What are you guys - talking about?
- I didn't even - do anything wrong.
- Oh, I guess - you're right.
Yeah. We must be so used to you
always screwing up.
You did a great job today.
Yeah, now let's get this back
to its normal size.
I think I deserve the honor
of doing that.
[ Whoosh! ]
- -Ben! - -Ben!
Guys, we're here,
the Trevi Fountain.
- [ Twinkle! ] - It's one of the oldest sources
Of water in Rome.
It's more stunning
than I could have imagined!
There she goes again.
I think it's great that Gwen
is full of these fun facts.
- Whatever, - it's just a fountain.
It's not just a fountain.
- Every night, they collect - the coins from it
- And use it to feed - those in need,
- And there's so much - more than that!
And apparently only one person
who cares about it.
I may be the only one,
but I'll probably
- share this information - with the whole wor...
Shh, shh, shh, shh, shh.
- Get off me! - Ben, you know,
- You could really learn - something from Gw...
- [ Boing! ] - Shh, shh, shh, shh, shh.
- Stop shushing us! - Alright, kids.
Let's just move along.
- There's a lot more things - to see in Rome.
Better be more grub soon.
I'm starving.
Oh, wait, I wanted to toss
a coin in before we go.
- It's a tradition here - symbolizing the hope
- To return - to Rome safely.
[ Ting! ]
- Ow. - Maurice?
- Wait, what are you - even doing here?
- We literally just put you - in jail.
Does it really matter?
Of course it does.
It's a crime!
Just leave me alone.
How about I take you back
where you belong?
- Where's Sydney? - He's always with you.
- Huh, - I don't see him around.
Who needs him?
- I can get by just fine - without him.
- [ Grunts ] - Did you two
Have a fight?
Everyone always sides
with Sydney.
- He's not any - better than me.
I'm the brains
of this operation.
What are you going on about?
It was late at night.
I, being the genius I am,
- was working - on my next invention.
Sydney was, ugh, writing another
one of his novels.
Wait, Sydney writes?
If you could
call it writing!
As I was saying, I was lost
in my next invention
when a loud explosion
caught my attention.
- I saw a shadowy figure - and Sydney
- Getting up - to leave with it.
Sounds to me
like he was taken.
And that's it.
Now leave me be.
- Well, I think - we should help them.
- What? - Huh? They're the bad guys,
Remember?
I remember, but even a bad guy
deserves to be given a chance.
Besides, do you really think
he's gonna cause trouble
in the state he's in?
- Ugh. - All right, Grandpa.
- We'll help him out. - Right.
- First, we should figure out - where Sydney is.
- Maybe we can fly around Rome - to get a look around?
One trip all around Rome
coming up.
??
Alright, everyone.
All aboard Jetray Airlines.
Nnnn.
So, uh, h-how do I get on?
- Oh, yeah, didn't really think - about that.
- So should I - just stay here?
You can just
Wait, meet you where?
meet us there.
You don't even know
[ Gwen and Maurice yelling ]
where we're going!
We'll text ya!
- Hmm. - How do I get my texts again?
The Roman Forum, said to be
the neutral meeting zone
between Romulus
and his rival, Titus Tatius.
[ Gasps ] Look!
It's the Vatican, and right
there is the Sistine Chapel,
- Michelangelo's - crowning achievement
- In history, - a-and there's the...
- Hey, walking, talking - encyclopedia,
- We're supposed to be - looking for Sydney, remember?
Yeah, but I can do that and soak
in the sights at the same time.
It's a win-win.
won't listen.
You brats just
Sydney wanted to leave.
After all the nasty things
I've done to him,
I'm surprised
he didn't run off sooner.
Pfft. You're not...
Well, okay.
You're a pretty awful person,
but so is Sydney, right, Ben?
Oh, totally.
You guys are equally terrible.
- Wow. - You really think so?
I guess that big lug and I have
been through a lot together,
- though he never remembers - to recharge
- The shrink ray - after our heists,
- And he always eats - crunchy snacks
- Late at night - while I'm trying to sleep.
- Then the crumbs - get everywhere!
I hate crumbs!
And I hate Sydney!
- Good riddance! - Who needs him?
Wow. I knew you were close, but
that was a bit too much info.
[ Gasps ] Oh, we're coming up
to the Coliseum!
H-Hold up.
Something's not right.
Whoa!
Talk about a renovation!
- That's definitely - not normal.
We've got to
You got it!
check it out, Ben.
[ Gwen and Maurice yelling ]
[ Typewriter clacking
[ and chiming ]
Oh, Sydney!
[ Squawks ]
How's the writing going?
I can't wait to read a novel
about me by my favorite author.
Your first book, "Til the End
of Time" sweeter than honey!
I own the first printing of it.
Squee!
I'm looking forward to your
masterpiece dedicated to me.
It's gonna be wonderful.
[ Chattering ]
[ Pop! ]
Oh, don't be ridiculous.
How could I let you go now
that you're my worker bee?
Grape.
[ Chattering ]
The honey stays
on your legs.
- [ Grunts ] - [ Beeping ]
I'm starting to think Queen
Bee's behind all this.
What gave you that idea?
Call it a hunch.
It doesn't make sense.
Maurice said that Sydney went
off with a shadowy figure,
- but clearly Queen Bee - isn't any bigger
- Than Sydney - if not shorter.
- You're right. - Not to mention
It doesn't seem like Sydney
wants to be there.
- Poor guy. - You're kidding me.
He obviously
wants to be there.
All he ever wanted
was to write novels.
I only ever let him because it
was a great source of income.
Well, I'm going down there.
- Gwen, let Grandpa - know we're here.
- Got it. - [ Beeping ]
- Let's dance. - [ Grunts ]
- Come on, Maurice. - Let's go get Sydney.
Don't tell me
what to do, child!
Hey, wait for me!
- [ Thud ] - [ Grunts ] Hey, Sydney.
I have a couple of questions.
[ Chattering ]
Wait, what's that?
I forgot
I don't speak roach.
What in the world do you think
you're doing here?
It would be best for you
to buzz off.
Boys, make quick work of him.
Gotta say, hoo, those wings
are pretty sweet,
- still goin' to mop - the floor with 'em!
[ Grunting, blows landing ]
I'm not even breakin' a sweat.
Huh. Aah!
[ Thud ]
Wow, that was easy.
Spider: We're not done yet!
[ Shouting ]
Of course, Sydney isn't
even trying to escape.
This is so cool.
Look at the travertine work.
Hey, weren't we supposed
to be helping your cousin?
Oh, you're right.
Alright. Let's get going.
Oh, wow, I've never seen
this before!
Hmph! Stuck with the tourist.
[ Shouting ]
Okay, Four Arms, any ideas?
- Oh, that'll do. - [ Crashing ]
One sec, guys!
Batter up!
[ All whimpering ]
- [ Grunts ] - [ All shouting ]
[ Twinkle! ]
a home run.
Now that's what I call
[ Chattering ]
cheer for him,
Don't you dare
- and did I tell you - to stop writing?
Oh, and don't forget to add the
part where I send you to jail.
I bee-lieve you are forgetting
who's in charge here.
It's not over
[ Beep ]
until I say it's over.
[ Rattling ]
[ Buzzes ]
That is one beefy bee.
[ Laughs ]
Bee-hold my wondrous
gladiator hornet.
Hup!
This ends now.
[ Buzzing ]
Yeah, for you!
Watch out.
You might get stung.
[ Ting! ]
[ Buzzing ]
Huh? Try this on for size!
[ Ding! Thud! ]
Oh, niblets.
[ Straining ]
[ Shattering ]
[ Growls ]
- Just how big - is this place?
- [ Zip! Zip! ] - We're almost there.
Don't worry.
Are you kidding me?
- You're going to pay - for destroying
My bee-utiful artwork!
I'll pay you to stop
with the bee puns.
[ Buzzing ]
I'm gonna...
[ Zing! ]
[ Yells ] Oh.
- [ Gasps ] - [ Thud, crumbling ]
[ Panting ]
[ Buzzing ]
Ugh!
You aren't going anywhere.
It's over for you.
[ Squeak! ]
You wish!
Aah!
That was close.
You coward!
You can't hide from me!
Hey, I ain't no coward!
- Aah! - [ Panting ]
[ Whimpers ] Waah!
Aah!
[ Panting ]
Come on.
- I can't hide from - this thing forever.
Queen Bee: Find him,
you incompetent bee!
Sydney!
[ Whimpers ]
[ Chattering ]
happy to see me.
Oh, sure, now you're
[ Chattering ]
You were kidnapped?
Oh, please,
[ Crashing ]
excuses, excuses.
Nothing you say can amount
to the horror I've been through!
Because of you, I had to ask
the Tennyson brats for help.
Gee, thanks.
- [ Chattering ] - Oh, please.
We wouldn't be in this mess if
you weren't so easy to kidnap.
- [ Chattering ] - [ Thudding ]
Though it pains me to admit it,
I did sort of miss you.
[ Whimpering ]
Not to ruin your moment,
but how about you guys
talk after we free Sydney?
Yeah, yeah, whatever.
Queen Bee:
Ugh, you're useless.
Hurry up and find him.
You can't hide forever!
[ Beeping ]
[ Grunting ]
[ Crashing ]
Aah! Ugh!
[ Sighs ]
[ Buzzing ]
You aren't going anywhere.
- I should have gone - with a wasp.
Thanks for nothing.
- [ Gasps ] - Hello, there.
[ Chattering ]
-[ Buzzing ]
-Calm down!
-Whoa!
[ Slapbacks shouting ]
- -Ugh! - -Uh-oh.
- No worries, cuz. - I got this.
Gwen, are you crazy?
You can't take that thing on.
We got to get out of here.
I'm about to time out and...
Shh, shh, shh, shh, shh.
Sometimes you have
to give people a chance.
Hello there,
my unbee-lievably buff friend!
[ Buzzes ]
like yourself
What is a lovely hornet
doing with someone like
[ Buzzes ]
Queen Bee?
She clearly doesn't
appreciate you or your muscles.
Like, seriously,
how much do you bench?
You're just a big sweetie,
aren't you?
Yuck.
- Let's just talk about this, - boys.
I'm your biggest fan,
remember?
Well, I think I speak for Sydney
when I say this.
Next time, just ask
for an autograph.
[ Chattering ]
Sure thing, Sydney.
I don't suppose I could get
that autograph now, could I?
I'm glad we're back together
again, brains and the brawn.
- [ Chattering ] - [ Beeping ]
- Well, never thought - I'd say this,
- But you guys - did all right.
I couldn't have gotten Sydney
back without you.
You know, I've learned
something today.
- When we set aside - our differences,
- We're able to - accomplish anything.
Wow, I really feel part
of your family now.
You know you're going
back to jail, right?
[ Surprised chatter ]
But we're... we're family now!
What?!
- Doesn't mean you're - not criminals anymore.
Shh, shh, shh, shh, shh.
What are you doi...
Shh, shh, shh, shh, shh.
- Listen, kid. - You darn thing...
[ Indistinct arguing ]
Grandpa, get a look at this
cutie! Can we keep her?
- Hero-shmero. I don't need to - talk about tha. .. - Ben: You will - never be a part
Of this family! This family
doesn't do bad things.
We're heroes!
- Come on! You know you like me. - I like you too.
You are not a hero!
??
??
??
Shh, shh, shh, shh, shh.
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