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[ Theme music plays ]
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-? Ben 10! ?
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-? Ben 10! ?
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-? Ben 10! ?
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-? Ben 10! ?
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-? Ben 10! ?
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-? Ben 10! ?
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-? Ben 10! ?
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??
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Ben: Whoa!
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This train is hype!
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And we get to ride it.
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Uh, don't say "hype."
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- I'm more interested in meeting
- Grandpa's friend, Helen Troy.
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- She founded Helen - Troy Industries,
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- And she's the one - who designed this train.
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This has got to be her
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most ambitious endeavor
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since the AI ring.
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- She's definitely - a hero of mine.
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Thank you, Grandpa.
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Yep, your ol' Grandpa's
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pretty cool sometimes.
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- Although, Helen seemed really
- difficult to get a hold of.
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She was Phil's old apprentice,
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- so he's the one - that got us this opportunity.
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He said, "Keep an eye on her,"
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whatever that means.
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- I can never tell - when Phil's kidding around.
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Both: Shh! Grandpa,
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the presentation is starting.
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- -Oh. - -We here at
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- Helen Troy Industries - strive to be
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At the forefront
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of technological innovation,
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from our AI ring to our latest
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invention, the Sonitrain.
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- And thanks to an - anonymous benefactor
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- And cutting-edge - sonic technology,
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Helen Troy Industries
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has taken public transportation
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beyond the sound barrier.
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Helen Troy Industries...
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Trust us.
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Yes, and thank you
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for joining us
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on the Sonitrain's
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maiden voyage.
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- I'll be able to answer - a limited number
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- Of questions - at this time.
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Oh, hi, hello.
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- Gwen Tennyson here. - Huge fan.
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- I-I was just wondering - if you could elaborate
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- On the technology - used for the Sonitrain,
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And could you confirm if the
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anonymous benefactor is in fact
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world-renowned physicist
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Dr. Gustav Pootknocker?
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- And also, could you - comment on the ethics
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- And potential danger - of hiding information
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- About the Sonitrain - from the public?
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Uh, I'm sorry.
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That information
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is confidential.
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Ahem, uh, now, if you'll
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excuse me, I must be going.
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Uh, please enjoy the journey.
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- -That's weird. - -So?
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All those tech-inventor
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people are weirdos.
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What matters
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is hype inventions.
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Don't say "hype."
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I thought she was different.
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- But mysterious - money men?
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Dodging questions?
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Something's up.
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Max: Mm, I agree.
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- It's not like Helen to act - so mysterious.
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- I'm sure there's - some explanation.
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We should go investigate,
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but she's probably so busy.
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- You just want to - see her again.
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- She's your hero. - -What?!
85
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- No. - Something's up.
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She might be
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in trouble.
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- Okay, maybe a little. - -Well, come on.
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- I want to see the control room - on this thing.
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This train is such
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a technological accomplishment.
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I bet it's not
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Come on, Ben. Whoa!
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faster than XLR8.
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Shh!
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with these modifications.
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Helen: I'm not comfortable
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- Hey, you made an agreement - with the boss.
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- I'm just - following orders.
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This is still my train.
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We may have made a deal,
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but these experiments
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he's doing may compromise
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the structural integrity.
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- I'm just doing - what I'm told.
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Talk to him.
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I intend to.
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Experiments?
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- And she's gonna meet - with that investor.
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We have to get
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to the bottom of this.
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What in the world?
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was into dance clubs.
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I didn't know Helen Troy
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Welp, looks like this
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is the end of the tracks.
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Oh, yeah?
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I swiped the guard's key card.
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Hoo-hoo!
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Gwen breaks the rules.
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It's for science.
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It's the control room.
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Kids aren't allowed here.
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- Uh, please return - to your seats.
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- Otherwise, I'll be forced - to call security.
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Uh, I still had
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a few, um, follow-up
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questions from earlier.
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No time for questions.
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Wait, aren't you
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Max Tennyson's brood?
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Oh, uh, yeah.
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I just wanted to ask about
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the mysterious benefactor.
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You were always up front about
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your investors in the past.
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Uh, listen, Gwen?
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- Running a company - can get difficult.
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And when your ideas
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start to seem to risky
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for your typical investor,
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you turn to reach out
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for help from people
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with a similar vision.
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-Decibel.
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-That's right.
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I helped her build
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this sound-energy train.
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She may be smart, but she needed
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my amplifying tech
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to make this thing a reality.
152
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But, unfortunately,
153
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- I'll have to ask you
- to leave the control room.
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We're about to see how fast
155
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this train can really go.
156
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What? W-We're not ready
157
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for that kind of test.
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Th-this train
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is full of passengers.
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[ Chuckles ]
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We're doing the test,
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and if you try to stop me,
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I'll wreck you're little company
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from the inside out.
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You can't do this.
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Gwen, make sure the other
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passengers are safe.
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Heatblast is gonna fry
169
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this hype train.
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Don't say "hype."
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I don't think so, kid.
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??
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[ Both grunting ]
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??
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??
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[ Beat-boxing ]
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[ Groans ] Um, sorry,
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I don't speak sign language.
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-[ Shouts ]
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-Aah!
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Ugh, that hurt.
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- Lord Decibel, - you're putting
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Everyone on this
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train in danger.
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- Whoa! - Aah!
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Helen, don't go along
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with this!
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- It's out of your hands, - Troy.
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Let the real show begin.
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??
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Now things get interesting.
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[ Grunting ]
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I made it.
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[ Beeping ]
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This is what I call
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an energy boost!
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Please, Helen,
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you've got to stop him.
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- I don't think you understand - how long it took
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To build this company,
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the sweat and the tears
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that went into it,
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- all thanks - to Mr. Decibel
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Backing my inventions
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when no one else would.
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You're Phil's prot�g�.
207
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- You're more than capable - on your own.
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Sometimes sacrifices
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need to be made
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for the greater good.
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-[ Breathing heavily ]
212
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I'm pushing XLR8 to his limits
213
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and can still barely keep up!
214
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Finally,
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we're dropping the beat.
216
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Hey, Jukebox
217
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for brains!
218
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- What? - Are you kidding?
219
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At these speeds?
220
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No.
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He's going to ruin everything.
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Not if I have anything
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to say about it.
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??
225
00:06:19,708 --> 00:06:22,125
Let's take this party up.
226
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[ Grunting ]
227
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Aah!
228
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Now, this is the kind of plan
229
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I can jam out to.
230
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Excuse me, Mr. Decibel,
231
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uh, maybe
232
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we could work something out?
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Oh, Helen, Helen, Helen.
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00:06:35,250 --> 00:06:37,269
- I'm not here to negotiate, - love.
235
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- You wouldn't have been
able - to build this train
236
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Without my funding.
237
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You can trust your company
238
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in my hands.
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Just imagine making
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a Sonitrain
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that could go beyond
242
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the speed of sound,
243
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you breaking a new barrier
244
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getting passengers
245
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from Michigan to Taiwan
246
00:06:51,335 --> 00:06:53,000
in mere minutes.
247
00:06:53,083 --> 00:06:54,810
- That does - sound amazing.
248
00:06:54,917 --> 00:06:56,477
- What a future - that would be.
249
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Future?
250
00:06:57,708 --> 00:06:59,019
Oh, I'm talking about
251
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right now.
252
00:07:00,376 --> 00:07:01,979
Now? I haven't built a Sonitrain
253
00:07:01,980 --> 00:07:03,500
like that yet.
254
00:07:03,501 --> 00:07:04,938
Oh, with my body modifications,
255
00:07:04,939 --> 00:07:06,292
we have.
256
00:07:06,375 --> 00:07:08,535
- This train can't handle speeds - like that.
257
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How about we find out?
258
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I can feel the bass drop!
259
00:07:14,125 --> 00:07:15,875
??
260
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Oof!
261
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Mr. Decibel, please stop.
262
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Aah!
263
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Aw, harsh, bro.
264
00:07:21,625 --> 00:07:24,542
??
265
00:07:24,625 --> 00:07:27,625
[ Grunting ]
266
00:07:27,626 --> 00:07:28,708
XLR8 has never not been
267
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fast enough,
268
00:07:29,792 --> 00:07:31,290
but maybe XLR8 plus
269
00:07:31,314 --> 00:07:32,833
gots the stuff.
270
00:07:32,917 --> 00:07:40,917
??
271
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Aah!
272
00:07:43,084 --> 00:07:44,438
Even this super-suit XLR8
273
00:07:44,439 --> 00:07:45,708
can't catch up.
274
00:07:45,792 --> 00:07:48,583
Ugh.
275
00:07:48,667 --> 00:07:50,625
Whoa, what's going on?
276
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Yo! Back booster?
277
00:07:53,375 --> 00:07:54,792
That's more my speed.
278
00:07:54,875 --> 00:07:56,292
New ability unlocked.
279
00:07:56,375 --> 00:07:58,375
Pedal to the metal.
280
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Whoo-hoo!
281
00:08:00,292 --> 00:08:02,833
Okay, caught up.
282
00:08:02,917 --> 00:08:03,967
What do I do now?
283
00:08:04,000 --> 00:08:06,167
Helen, are you okay?
284
00:08:06,250 --> 00:08:07,458
I'm sorry, Gwen.
285
00:08:07,459 --> 00:08:09,374
- I let my drive for high - speed ingenuity
286
00:08:09,375 --> 00:08:10,581
Get in the way of honest
287
00:08:10,582 --> 00:08:11,916
research and development.
288
00:08:11,917 --> 00:08:13,477
It's okay. Your technology has
289
00:08:13,501 --> 00:08:15,083
helped so many people.
290
00:08:15,084 --> 00:08:16,355
Just double-check if your top
291
00:08:16,356 --> 00:08:17,542
financial benefactor
292
00:08:17,543 --> 00:08:18,916
- is super villain - next time.
293
00:08:18,917 --> 00:08:20,227
You're right.
294
00:08:20,251 --> 00:08:21,583
I've worked too hard.
295
00:08:21,667 --> 00:08:22,750
Helen?
296
00:08:22,833 --> 00:08:23,894
I'm okay,
297
00:08:23,918 --> 00:08:25,000
but he won't be.
298
00:08:25,083 --> 00:08:26,290
A-Ahem, you know
299
00:08:26,314 --> 00:08:27,542
I can hear you, right?
300
00:08:27,625 --> 00:08:29,167
We're in the same room.
301
00:08:29,250 --> 00:08:31,060
- Ha! - [ Both grunt ]
302
00:08:31,167 --> 00:08:32,769
Neither you nor that alien brat
303
00:08:32,793 --> 00:08:34,417
will stop me.
304
00:08:34,418 --> 00:08:36,166
- This might not be - the greatest plan,
305
00:08:36,167 --> 00:08:38,102
- But I don't know - how to fight a train.
306
00:08:38,208 --> 00:08:41,292
I have song request!
307
00:08:41,293 --> 00:08:42,396
Whoa.
308
00:08:42,397 --> 00:08:43,499
What happened to XLR8?
309
00:08:43,500 --> 00:08:44,644
- -No clue. - -Enough!
310
00:08:44,645 --> 00:08:46,416
- You're not stopping me - no matter
311
00:08:46,417 --> 00:08:47,811
How many times you change
312
00:08:47,835 --> 00:08:49,250
your little alien outfit.
313
00:08:49,333 --> 00:08:50,998
If I use my ring, I might have
314
00:08:51,022 --> 00:08:52,708
a way to un-jam the door.
315
00:08:52,792 --> 00:08:53,957
Now, that's what
316
00:08:53,981 --> 00:08:55,167
I'm talking about.
317
00:08:55,250 --> 00:08:57,083
Laser mode initiated.
318
00:08:57,167 --> 00:08:58,852
Let's see if you can take
319
00:08:58,876 --> 00:09:00,583
a gale-force head to your butt.
320
00:09:00,584 --> 00:09:01,666
Ooh!
321
00:09:01,667 --> 00:09:03,000
I can't move.
322
00:09:03,001 --> 00:09:04,104
I might yarf
323
00:09:04,105 --> 00:09:05,155
in this helmet.
324
00:09:05,208 --> 00:09:06,542
Stop yammering.
325
00:09:06,543 --> 00:09:08,499
- I'm going to rip - this annoying device
326
00:09:08,500 --> 00:09:10,352
- From you - once and for all.
327
00:09:10,458 --> 00:09:12,123
Ben, just... just hang in there!
328
00:09:12,147 --> 00:09:13,833
We're almost inside!
329
00:09:13,917 --> 00:09:15,792
Just a little more.
330
00:09:15,793 --> 00:09:16,917
Oh, something's
331
00:09:16,918 --> 00:09:17,968
about to happen.
332
00:09:18,042 --> 00:09:19,227
I hope
333
00:09:19,251 --> 00:09:20,458
it's not my lunch.
334
00:09:20,542 --> 00:09:22,292
??
335
00:09:22,375 --> 00:09:24,083
Aah!
336
00:09:24,167 --> 00:09:27,625
??
337
00:09:27,708 --> 00:09:29,958
Huh? Hands?
338
00:09:29,959 --> 00:09:31,063
Don't mind
339
00:09:31,064 --> 00:09:32,114
if I hand in.
340
00:09:32,115 --> 00:09:33,292
Also, how did you switch
341
00:09:33,293 --> 00:09:34,417
my aliens?
342
00:09:34,500 --> 00:09:36,667
I was trying to end you.
343
00:09:36,668 --> 00:09:38,041
- We're in. - Where did they go?
344
00:09:38,042 --> 00:09:39,894
- Well, - that isn't good.
345
00:09:39,895 --> 00:09:41,292
We need to remove the power
346
00:09:41,293 --> 00:09:42,583
source from Decibel
347
00:09:42,667 --> 00:09:43,833
and the train.
348
00:09:43,917 --> 00:09:45,519
Gwen, I bestow to you
349
00:09:45,543 --> 00:09:47,167
my ring device.
350
00:09:47,168 --> 00:09:48,916
- You untether - Decibel's cable,
351
00:09:48,917 --> 00:09:50,415
And I'll take control
352
00:09:50,439 --> 00:09:51,958
of the train.
353
00:09:52,042 --> 00:09:53,582
I don't think the Omnitrix
354
00:09:53,606 --> 00:09:55,167
can handle the overtime.
355
00:09:55,168 --> 00:09:56,271
[ Chuckles ]
356
00:09:56,272 --> 00:09:57,322
Good one, me.
357
00:10:01,534 --> 00:10:03,582
Uh-oh.
358
00:10:03,583 --> 00:10:05,792
Aah!
359
00:10:07,542 --> 00:10:09,227
Uh, I think the Omnitrix
360
00:10:09,251 --> 00:10:10,958
overload is messing with my aim.
361
00:10:11,042 --> 00:10:12,977
- Crud. - -Ha!
362
00:10:13,083 --> 00:10:14,498
I beat you
363
00:10:14,522 --> 00:10:15,958
with no hands.
364
00:10:16,042 --> 00:10:17,333
Aah!
365
00:10:17,334 --> 00:10:18,709
Not sure how your co-workers
366
00:10:18,710 --> 00:10:20,082
are gonna feel about those,
367
00:10:20,083 --> 00:10:21,144
though I can lend you
368
00:10:21,168 --> 00:10:22,250
a hand or two.
369
00:10:22,333 --> 00:10:23,792
Let's end this, kid.
370
00:10:23,875 --> 00:10:25,708
I've got a company to run.
371
00:10:27,833 --> 00:10:29,185
- How are you doing, - Gwen?
372
00:10:29,292 --> 00:10:30,958
Almost...
373
00:10:31,042 --> 00:10:32,977
- Got it. - -Roger.
374
00:10:33,083 --> 00:10:34,269
[ Grunts ]
375
00:10:34,293 --> 00:10:35,500
My power feed?
376
00:10:35,583 --> 00:10:36,790
Aah!
377
00:10:36,814 --> 00:10:38,042
-Hand time!
378
00:10:38,125 --> 00:10:40,208
[ Snoring ]
379
00:10:41,458 --> 00:10:42,833
[ Groans ]
380
00:10:42,917 --> 00:10:45,019
I think I'm aliened out
381
00:10:45,043 --> 00:10:47,167
for the rest of summer.
382
00:10:47,168 --> 00:10:49,457
- I hope you'll be able
to recover - from all this.
383
00:10:49,458 --> 00:10:51,290
I will. I've rediscovered
384
00:10:51,314 --> 00:10:53,167
my motivation.
385
00:10:53,168 --> 00:10:54,250
Thanks.
386
00:10:54,251 --> 00:10:55,331
-What happened here?
387
00:10:55,332 --> 00:10:56,582
- Well, Helen, - I warned you
388
00:10:56,583 --> 00:10:57,956
The world wasn't ready
389
00:10:57,980 --> 00:10:59,375
for flashy trains.
390
00:10:59,458 --> 00:11:00,685
Ugh.
391
00:11:00,709 --> 00:11:01,958
I know I'm not.
392
00:11:03,625 --> 00:11:09,583
??
393
00:11:09,667 --> 00:11:15,583
??
394
00:11:15,667 --> 00:11:17,500
[ Beat-boxing ]
395
00:11:17,550 --> 00:11:22,100
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