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Toughest guy in the galaxy.

Toughest guy in the galaxy?

That would be me!

Ultimate Humongousaur!

Ben! Stop it!

Dude, what are you

doing?!

I-I give up.

Not...

An option.

Ben, calm down!

My...

Name's...Not...

Ben!

Sync and corrections by n17t01 www.MY-SUBS.com

Aah!

Aah!

Ben, whatever's wrong,

let us help you.

Stop

calling me that!

I told you -- my name isn't Ben!

Somebody shot the dots

off his dice.

Maybe not.

Look at his eyes.

They're red.

So?

Normally his eyes are

green.

Oh.

Evil twin. Got it.

I don't think so.

He may be under Albedo's

control.

What's happening to...

What's

happening is that I'm taking

back what you stole!

You can't hit me with my own

fist!

We've got to stop this

before he hurts himself.

On it.

Mine!

Mine!

Enjoyed that?

Maybe a little.

Now what?

Now I see if I can come

up with a spell that will allow

Ben's personality to take

control again.

Got it!

Probably.

Imperium in mentem!

Nice!

Ben!

Don't

call me that!

It's...It's okay, Gwen.

It's me.

It's...

Me.

Me!

Me!

Me!

Me!

Me!

Okay, not funny

anymore.

How do we help him?

Maybe a sleeping spell?

Somnus!

Weird. Even for him.

What now?

Now we get him some

help.

This is highly unusual.

Dr. borges, my aunt

Sandra said you're the best

psychiatrist in town -- and she

would know.

Look, doc, can you

help him or not?

Let me go!

Hold it down, will you?

That sleep spell gave me a

headache.

Well, it would certainly put

a shine on my résumé.

It's always good to begin at the

psychological roots.

Tell me something about your

relationship with your mother.

My

mother tried to eat me before I

even hatched!

Okay.

There are probably some issues

around that.

You're Ben now, right?

Was your childhood marred by any

traumatic events?

Well, when I was 4, a

clown at the circus scared me.

Not really what we're looking

for, Ben.

Any unusual dreams lately?

I

dream of freedom from

Ben Tennyson!

Ah, but you are Ben Tennyson.

I am

not a part of him!

I am alive!

I think! I feel!

I'm sick of being held captive

within this -- this disgusting

human!

Who's calling who

disgusting?

You ever get a whiff of your own

breath?

I loathe you!

Let go, doofus!

You'll strangle us both!

I've seen cases of multiple

personality disorder before, but

nothing this pronounced.

The fact that he shares DNA with

this...Creature only complicates

matters.

Are you saying that

he's stuck that way?

Perhaps if I tried a hypnotic

trance as a way to get the two

warring sides of his psyche to

make peace.

Hypnotic trance! Ha!

Like you could hypnotize me!

And you're floating down a

river in a boat, lying back,

rocked by the gentle waters.

Aah!

I-I'll send you my bill!

My

head!

My head! It hurts!

It hurts!

Why won't you get out?!

Why won't you leave me alone?!

Why?!

That's the weirdest dream I

ever --

not a dream.

Gwen?

Kevin?

Anybody?

If I could just remember what

happened, I...

I exploded or...Imploded or

something.

Blew me right apart, and I --

wait a minute.

Am I dead?

You think he's dead?

Don't say that.

I'd know if he was.

How?

I just would.

Then where is he?

In there, I-I think.

I can feel it -- feel him.

And...

And?

Something else in there

with him.

Something dangerous.

I'm too young to die

and too famous.

Not to mention handsome and

smart and talented.

And charming -- let's not forget

that.

But if I dead, chances are

the place with the fiery red

light would be not where I want

to go.

Great.

I'm dead and I'm in an

earthquake.

It's

not an earthquake, and you're

not dead.

Yet.

Go inside some crazy

cosmic-watch thingy we don't

even understand?

Yeah. No.

But Ben's in there.

Even if he is, it's

busted.

We go in there, we may never

come out again.

You have a better idea?

You want to fix a

watch, you go to the watchmaker.

It'll take too much

time.

And you're talking about Azmuth.

Who knows if he'll even help?

Ben needs us now.

How's this?

You try your way, I'll try it

mine.

But you be careful in there,

okay?

You too.

You're not real.

You're just parts of me!

Liar!

When

are you gonna get it through

that thick skull that we're not

part of you?!

We're

individuals with our own hearts

and minds and will.

And we're

sick of being trapped here in

the Ultimatrix.

Wait. Wait.

This is the Ultimatrix?

You've been our jailer,

Tennyson!

But now you're our ticket out.

Your mind controls this place.

No more you, no more prison.

Ghostfreak!

Now you're under control.

You don't understand anything,

do you, Tennyson?

You can't control us -- not ever

again.

Heatblast!

Brainstorm!

Listen!

Whatever is going on here, I

didn't do it to you!

I'm one of the good guys,

remember?

I'm a hero!

Hero?!

You treat us like slaves!

Time

to pay for your sins, Tennyson.

Hey!

Nobody picks on Ben but me!

That's the way it works in

families, right?

You are encroaching Galvan

planetary territory.

As you are demonstrably of low

intelligence, I offer this

warning -- turn back

immediately or automatic

security systems will destroy

your vessel.

Azmuth, it's me --

Kevin.

You are encroaching Galvan

planetary territory...

I hate recordings.

Almost as much as I hate people

telling me what to do.

Turn back immediately or

automatic security systems will

destroy your vessel.

I'm so good, I impress

myself.

Wonder if there's bus service

back to earth.

Hope he's home.

Halt!

Secondary security

system?

That is correct.

And you're not gonna

let me walk up and ring the

doorbell, are you?

Also correct.

Just making sure.

Hyah!

I knew you were alive!

Don't think I'm not

happy to see you, cuz...

But this isn't the time.

Enough's enough!

Way big!

Retreat!

Retreat?

You

heard me.

Kind of liberal with

the transformations.

Trying to run down

the battery.

I figured if I timed out, it

would send me back to the real

world.

But no such luck.

So, uh, what's with the glowy

body?

It's my astral

projection.

Guess I'm more Anodite than I

thought.

The Ultimates say

they're really alive and trapped

in here.

Crazy, huh?

Of course it is.

Transformations are just blank

slates for your mind to inhabit.

They don't act like

blank slates.

Even if is true, you

didn't know it was happening.

And what can you do stop it,

anyway?

Ben?

What are you --

Where'd Spidermonkey

go?

Guess

you got me...

Right where we want you!

You lured me here!

Got

that right!

Now, Tennyson, you burn, and we

live!

Burn!

Burn! Burn! Burn!

Don't think so.

On second thought...

Aah!

It's

over, Tennyson.

Why don't

you just do what's right?

That's enough!

Gwen, don't.

If you use that power for too

long...

I risk losing my

humanity.

That's why I'm not wasting any

more time.

I'm destroying these

transformations, Ben.

No, Gwen.

Stand down.

But...

Stand down.

If

this is some kind of trick...

No tricks.

There's only one way out of

this.

In order for the Ultimates to

live...

I have to die.

Tennyson may have messed up the

Ultimatrix, but he's put himself

on the line again and again!

He's risked his life a hundred

times for people he didn't even

know -- for slobs like me, for

jerks like you!

He's a hero.

And more important...

He's my best friend.

Halt, Mechamorph!

You could have called first.

I didn't have your

number.

You, Kevin Levin, are

evolving.

Perhaps there's the tiniest

speck of hope for this universe

after all.

Burn!

Burn! Burn! Burn!

Burn! Burn! Burn! Burn!

Wait.

Before you...

Let me say goodbye to Gwen.

Do you

think we're fools?

No.

Let him say his goodbyes.

He deserves that much at least.

What's the plan?

No plan.

I don't know why they branched

off and became individuals, but

I know that they deserve to live

free.

So do you.

Goodbye, Gwen.

You probably won't believe this,

but I never meant for you to

suffer -- any of you -- and I'm

sorry.

What happened?

Your sacrifice reset the

Ultimatrix.

The flaw that generated the

self-actualized Ultimates has

been corrected.

Any Ultimates generated from

this moment forth will simply be

reflections of you, as was

always intended.

But I jumped into the

pit.

Why am I still alive?

Not that I'm complaining, mind

you.

Your intention was what

mattered to the Ultimatrix --

the fact that you were willing

to sacrifice everything in order

to set them free.

Genuine self-sacrifice -- more

rare than astatine or francium.

That's twice today I have found

a small measure of hope -- a

very disturbing pattern.

Glad

you're all happy, but where do

we go when the only home we've

ever known...Is in that device?

You can always go back

in.

Or not.

Somewhere out there is a

planet where you can be free.

And I can take you there.

We

were wrong about you.

I was wrong.

Given the circumstances,

I can't say I blame you.

I don't know about you guys, but

I'm starving.

Burgers?

My treat.

Your treat?

Hey, it's the least I

can do for my best girl.

And my best friend.

Sync and corrections by n17t01 www.MY-SUBS.Com