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1
00:00:03,738 --> 00:00:07,006
>> Knocking over that yacht
was a piece of cake.
2
00:00:07,008 --> 00:00:10,576
>> Heh heh heh!
>> Ha ha ha!
3
00:00:15,349 --> 00:00:16,782
>> Aah!
4
00:00:49,617 --> 00:00:52,384
>> Aargh!
5
00:01:08,269 --> 00:01:11,703
>> ¶ It started when
an alien device did what it did
6
00:01:11,705 --> 00:01:15,507
And stuck itself upon his wrist
with secrets that it hid
7
00:01:15,509 --> 00:01:19,411
Now he's got super powers
He's no ordinary kid
8
00:01:19,413 --> 00:01:20,212
He's Ben 10 ¶
9
00:01:20,214 --> 00:01:21,814
>> ¶ Ben 10 ¶
>> ¶ Ben 10 ¶
10
00:01:21,816 --> 00:01:26,118
>> ¶ So if you see him
you might be in for
a big surprise
11
00:01:26,120 --> 00:01:29,655
He'll turn into an alien
before your very eyes
12
00:01:29,657 --> 00:01:31,223
He's funny, freaky,
fast and strong
13
00:01:31,225 --> 00:01:35,127
He's every shape and size
He's Ben 10 ¶
14
00:01:35,129 --> 00:01:36,395
>> ¶ Ben 10 ¶
15
00:01:36,397 --> 00:01:40,232
>> ¶ All new powers
he's on the case
16
00:01:40,234 --> 00:01:43,836
Fighting all evil
from earth or space
17
00:01:43,838 --> 00:01:47,239
He'll never stop till it's OK
18
00:01:47,241 --> 00:01:51,343
'Cause he's the baddest kid
to ever save the day
19
00:01:51,345 --> 00:01:52,744
Ben 10 ¶
20
00:01:52,746 --> 00:01:55,614
>> ¶ Ben 10 ¶
21
00:01:58,486 --> 00:02:01,120
>> ¶ 10, 10, 10 ¶
22
00:02:06,894 --> 00:02:11,463
>> Got to love
an old-fashioned fish fry!
23
00:02:11,465 --> 00:02:14,666
>> Hey! Can't breathe.
24
00:02:14,668 --> 00:02:19,438
Water...
water...
25
00:02:37,324 --> 00:02:39,358
>> I don't care
what anybody says.
26
00:02:39,360 --> 00:02:41,460
You circus freaks are OK by me.
27
00:02:41,462 --> 00:02:45,664
>> Circus freak?
I'm not a circus freak.
28
00:02:45,666 --> 00:02:48,834
I'm a superhero.
29
00:02:48,836 --> 00:02:53,572
>> Hmm.
Looked like a freak to me.
30
00:02:54,608 --> 00:02:57,242
>> "Zombozo's Traveling
Circus of Laughs"?
31
00:02:57,244 --> 00:03:01,813
Cool!
>> I haven't been to a circus
since I was a boy.
32
00:03:01,815 --> 00:03:03,749
Sounds like fun.
What do you guys think?
33
00:03:03,751 --> 00:03:08,554
>> I love the circus.
>> That's because
you belong in one.
34
00:03:08,556 --> 00:03:12,424
>> Ben.
>> Nah, circus is kid's stuff.
35
00:03:12,426 --> 00:03:15,961
>> Hello?
What are we?
>>
36
00:03:15,963 --> 00:03:17,796
Besides, it's pretty late.
37
00:03:17,798 --> 00:03:20,732
>> Ben, it's 11:00
in the morning.
38
00:03:20,734 --> 00:03:22,734
>> Fine by me.
OK, all right.
39
00:03:22,736 --> 00:03:27,472
You guys want to go see
some stupid circus, fine.
40
00:03:28,742 --> 00:03:34,546
>> Ooh.
Looks like the entire town's
turned out for the show.
41
00:03:39,753 --> 00:03:44,356
>> It's probably sold out.
We're probably just
wasting our time.
42
00:03:44,358 --> 00:03:49,494
>> Step right up and see the
fingerless freak of nature,
43
00:03:49,496 --> 00:03:56,668
whose strength knows no bounds!
Thumbskull!
44
00:03:58,706 --> 00:04:01,506
>>
45
00:04:04,912 --> 00:04:06,478
>> And presenting Frightwig.
46
00:04:06,480 --> 00:04:14,419
When this beauty lets down
her hair, no telling
what could happen.
47
00:04:14,421 --> 00:04:19,391
And last but not least,
the freak whose unique skill
48
00:04:19,393 --> 00:04:25,397
is as vile as his attitude,
Acid Breath!
49
00:04:25,766 --> 00:04:30,469
>> Whoa!
>> Gross!
50
00:04:36,043 --> 00:04:38,677
>> Ha ha ha!
Howdy, folks!
51
00:04:38,679 --> 00:04:41,913
Are you ready to laugh?
Perfect.
52
00:04:41,915 --> 00:04:46,418
You're gonna knock them dead.
Ahh!
53
00:04:46,420 --> 00:04:49,554
Ha ha ha!
54
00:04:49,556 --> 00:04:52,324
>> Hey!
>> Aah! Don't do that.
55
00:04:52,326 --> 00:04:55,560
>> What is your malfunction?
>> What do you mean?
56
00:04:55,562 --> 00:04:57,496
>> Ever since we decided
to go to the circus,
57
00:04:57,498 --> 00:04:59,998
you've been acting
even weirder than normal.
58
00:05:00,000 --> 00:05:01,500
What are you scared of?
59
00:05:01,502 --> 00:05:03,402
>> I'm not scared of anything.
60
00:05:03,404 --> 00:05:06,571
>> Come on, guys,
the show is about to start.
61
00:05:06,573 --> 00:05:09,608
>> After you.
62
00:05:09,610 --> 00:05:15,380
>> Ladies and gentlemen,
children of all ages,
63
00:05:15,382 --> 00:05:17,783
the circus of laughter is proud
64
00:05:17,785 --> 00:05:21,620
to present the sultan of smiles,
65
00:05:21,622 --> 00:05:24,423
the crown prince of chuckles,
66
00:05:24,425 --> 00:05:26,725
that rib tickler himself,
67
00:05:26,727 --> 00:05:29,695
the star of our circus,
68
00:05:29,697 --> 00:05:35,567
Zombozo the clown!
69
00:06:08,068 --> 00:06:13,071
>> If you love clowns,
then this is the place to be.
70
00:06:13,073 --> 00:06:16,641
You're gonna die laughing.
71
00:06:16,643 --> 00:06:20,011
That's a Zombozo guarantee.
72
00:06:20,013 --> 00:06:24,549
>> I got to go...
get some popcorn.
73
00:06:24,551 --> 00:06:27,152
>> Is Ben all right?
>> You're asking me?
74
00:06:27,154 --> 00:06:30,689
I stopped trying to
figure him out a long time ago.
75
00:06:30,691 --> 00:06:33,024
>> I was never very good
at math,
76
00:06:33,026 --> 00:06:37,863
but I believe I have
your undivided attention.
77
00:06:37,865 --> 00:06:40,632
Now, how about some volunteers?
78
00:06:40,634 --> 00:06:42,901
>>
>> Ahh.
79
00:06:42,903 --> 00:06:46,972
So full of life...
80
00:06:46,974 --> 00:06:50,008
for now.
81
00:06:51,111 --> 00:06:52,878
>>
82
00:06:52,880 --> 00:06:56,114
There is nothing funny
about clowns.
83
00:07:08,829 --> 00:07:12,631
Whoa!
The freaks are felons!
84
00:07:41,061 --> 00:07:45,530
>> It's payday!
Ha ha ha!
85
00:07:45,532 --> 00:07:48,200
>> Time to play fetch.
86
00:07:57,778 --> 00:07:59,077
>>
87
00:07:59,079 --> 00:08:01,613
>>
88
00:08:01,615 --> 00:08:05,984
>> Good doggy!
Down, boy.
89
00:08:17,598 --> 00:08:19,498
>> Unh!
90
00:08:23,904 --> 00:08:25,604
>> Hey, that's our stuff!
91
00:08:25,606 --> 00:08:29,140
>> No mutt's gonna
steal my loot.
92
00:08:29,142 --> 00:08:31,843
Get him!
93
00:08:40,187 --> 00:08:42,988
Don't just stand there
like a sore thumb.
94
00:08:42,990 --> 00:08:45,223
Get the boss!
95
00:08:45,225 --> 00:08:48,860
>>
96
00:08:48,862 --> 00:08:50,929
>>
97
00:08:50,931 --> 00:08:53,064
Laughter truly is the best
98
00:08:53,066 --> 00:08:57,569
medicine...for me!
99
00:09:01,275 --> 00:09:04,676
>> Uh, excuse me, boss.
100
00:09:04,678 --> 00:09:06,144
Excuse me.
101
00:09:06,146 --> 00:09:08,713
>> How many times
have I told you
102
00:09:08,715 --> 00:09:12,217
not to bother me
while I'm eating?
103
00:09:12,219 --> 00:09:19,024
>> Uh...we ran into
a bit of trouble.
104
00:09:19,026 --> 00:09:21,326
>> Unh!
105
00:09:25,933 --> 00:09:29,634
>> I hear you're full of tricks,
little doggy.
106
00:09:29,636 --> 00:09:35,073
Let's see if you know
how to play dead.
107
00:09:40,013 --> 00:09:41,246
>>
108
00:09:41,248 --> 00:09:47,018
>> This isn't a mad dog.
It's a scaredy-cat!
109
00:09:49,256 --> 00:09:54,793
Bring the curtain down
on this little sideshow.
110
00:10:03,737 --> 00:10:07,739
>> Play's over, Fido.
111
00:10:18,685 --> 00:10:22,821
>> Dog gone!
Ha ha ha!
112
00:10:22,823 --> 00:10:28,994
>> Come on!
We got bigger laughs to get!
113
00:10:36,903 --> 00:10:39,137
>> Whew.
114
00:10:44,244 --> 00:10:47,112
>>
115
00:10:51,118 --> 00:10:54,886
>> Grandpa?
>> Heh heh.
116
00:10:54,888 --> 00:10:58,223
>> Grandpa!
>> Heh.
117
00:10:58,225 --> 00:11:02,260
Oh, Ben. Heh.
Ohh. Where'd you go?
118
00:11:02,262 --> 00:11:05,030
>> Where'd I go?
Where'd the circus go?
119
00:11:05,032 --> 00:11:08,700
>> Huh?
Uh, I'm not so sure.
120
00:11:08,702 --> 00:11:11,670
Uh...
121
00:11:11,672 --> 00:11:14,773
I remember we were laughing.
122
00:11:14,775 --> 00:11:16,174
It was so funny.
123
00:11:16,176 --> 00:11:18,777
Heh.
124
00:11:18,779 --> 00:11:20,979
>> Grandpa, are you OK?
125
00:11:20,981 --> 00:11:26,418
>> Heh. I just...
feel kind of glum, that's all.
126
00:11:26,420 --> 00:11:28,286
Heh heh heh.
127
00:11:28,288 --> 00:11:33,224
>> Then why are you smiling?
Wait a minute.
128
00:11:33,226 --> 00:11:36,027
Where's Gwen?
129
00:11:37,330 --> 00:11:42,934
>> Did you pack me a snack
for the road?
130
00:11:42,936 --> 00:11:45,704
>>
131
00:11:55,015 --> 00:11:59,417
>> Zombozo must have zonked out
the entire town during the show
132
00:11:59,419 --> 00:12:02,821
while his freaks
robbed everyone blind.
133
00:12:02,823 --> 00:12:04,889
But why kidnap Gwen?
134
00:12:04,891 --> 00:12:06,958
>> I--I don't know.
135
00:12:06,960 --> 00:12:11,296
But don't worry.
We'll catch that clown.
136
00:12:11,298 --> 00:12:12,430
>> Yeah. Heh!
137
00:12:12,432 --> 00:12:15,400
Who would be afraid of
a silly old clown?
138
00:12:15,402 --> 00:12:18,369
>> Ben, wh-what's bothering you?
139
00:12:18,371 --> 00:12:20,004
>> Promise not to laugh?
140
00:12:20,006 --> 00:12:24,175
I'm afraid of clowns.
They just creep me out.
141
00:12:24,177 --> 00:12:25,376
I'm such a loser.
142
00:12:25,378 --> 00:12:29,247
>> Everybody's got
their own crazy fear, Ben.
143
00:12:29,249 --> 00:12:32,784
When I was a boy,
I was afraid of heights.
144
00:12:32,786 --> 00:12:39,324
Well, enough was enough,
and I climbed to the top
of the water tower.
145
00:12:39,326 --> 00:12:48,199
Sometimes you just got to
scare the fear out...of...you.
146
00:12:48,201 --> 00:12:50,468
Ohh.
147
00:12:50,470 --> 00:12:53,371
>> Grandpa!
148
00:13:04,785 --> 00:13:07,218
Whoa!
149
00:13:16,396 --> 00:13:18,029
Whoa.
150
00:13:18,031 --> 00:13:21,432
I need an anchor, fast!
151
00:13:23,270 --> 00:13:26,905
Come on, come on!
152
00:13:41,488 --> 00:13:45,123
Whew.
Grandpa, are you OK?
153
00:13:45,125 --> 00:13:47,592
>> So...sad.
154
00:13:47,594 --> 00:13:50,895
So very, very sad.
155
00:13:50,897 --> 00:13:55,166
>> Grandpa, what happened inside
the big top after I left?
156
00:13:55,168 --> 00:13:58,303
>>
157
00:14:10,116 --> 00:14:12,984
>> I love the sound of laughter.
158
00:14:12,986 --> 00:14:17,555
It feeds my soul.
159
00:14:17,557 --> 00:14:20,525
>> Ben, I think that Zombozo
160
00:14:20,527 --> 00:14:23,494
robs people of more
than just their possessions.
161
00:14:23,496 --> 00:14:33,071
I think he steals people's
happiness until there's
nothing left.
162
00:14:33,073 --> 00:14:35,640
>> And he's got Gwen.
163
00:14:52,525 --> 00:14:54,926
>>
164
00:14:55,896 --> 00:14:57,962
>>
165
00:14:57,964 --> 00:15:05,937
Looks like we got somebody
who wants to see the show
without buying a ticket.
166
00:15:06,606 --> 00:15:09,574
>>
167
00:15:09,576 --> 00:15:14,646
You never make this easy,
do you?
168
00:15:14,648 --> 00:15:18,216
>> Aargh!
169
00:15:30,497 --> 00:15:34,198
What's that noise?
170
00:15:36,569 --> 00:15:42,140
I don't know what you are,
but I'm gonna tear you apart.
171
00:15:42,142 --> 00:15:47,679
>> You want to play hardball?
Game on!
172
00:15:50,150 --> 00:15:52,116
>> Unh!
173
00:15:55,655 --> 00:15:57,422
>> That all you got?
174
00:15:57,424 --> 00:16:01,459
>> Just warming up, lady.
175
00:16:11,604 --> 00:16:15,139
Didn't your mom ever tell you
it's not polite to spit?
176
00:16:15,141 --> 00:16:21,179
>> Who do you think taught me
in the first place?
177
00:16:28,221 --> 00:16:31,222
>> Strike 3!
178
00:16:34,594 --> 00:16:37,562
You can do this.
He's just a guy
179
00:16:37,564 --> 00:16:40,331
with a red rubber nose
and big shoes.
180
00:16:40,333 --> 00:16:44,002
Nothing upgrade can't handle.
181
00:16:44,004 --> 00:16:50,274
Whose side are you on, anyway?
182
00:16:50,276 --> 00:16:53,144
Huh?
183
00:16:54,214 --> 00:16:54,712
Oh, great.
184
00:16:54,714 --> 00:17:00,385
Now you're afraid of
your own reflection.
185
00:17:04,691 --> 00:17:06,057
>> Hiya, son!
186
00:17:06,059 --> 00:17:12,497
Something tells me you'd be
a barrel full of laughs.
187
00:17:15,335 --> 00:17:23,508
Hey, Mr. Serious,
how about a smile?
188
00:17:25,278 --> 00:17:27,245
What's your story,
morning glory?
189
00:17:27,247 --> 00:17:32,750
Was that your mutt that
gave my freaks such frowns?
190
00:17:32,752 --> 00:17:35,620
What about that
weird blob outside?
191
00:17:35,622 --> 00:17:41,492
If it weren't for you...
Are you some kind of freak?
192
00:17:41,494 --> 00:17:44,629
>> I'm not a freak.
193
00:17:44,631 --> 00:17:48,366
>> Ha ha ha!
194
00:18:00,080 --> 00:18:04,782
Come on, kid!
You've got to learn
to loosen up.
195
00:18:04,784 --> 00:18:08,686
Laugh a little.
196
00:18:08,688 --> 00:18:13,224
It's what keeps me going.
197
00:18:14,227 --> 00:18:16,794
>>
198
00:18:25,872 --> 00:18:28,706
>>
199
00:18:31,644 --> 00:18:38,182
>> Now, don't tell me
you're afraid of old Zombozo.
200
00:18:38,184 --> 00:18:41,652
>> What do you want?
201
00:18:52,665 --> 00:18:53,598
>> Ha ha ha!
202
00:18:53,600 --> 00:18:58,402
Only what every clown worth
his floppy shoes wants--
203
00:18:58,404 --> 00:18:59,337
to make people laugh!
204
00:18:59,339 --> 00:19:05,376
Then drain their positive energy
like a sponge at a pool party!
205
00:19:05,378 --> 00:19:06,210
Is that so wrong?
206
00:19:06,212 --> 00:19:10,548
>> Is that the machine
you use to suck the happiness
out of your audience?
207
00:19:10,550 --> 00:19:14,318
>> I call it the Cyclown.
Clever, eh?
208
00:19:14,320 --> 00:19:16,521
Soon I'll be taking my act
to the big cities.
209
00:19:16,523 --> 00:19:26,864
Millions of people
laughing for me, feeding me,
making me stronger.
210
00:19:26,866 --> 00:19:29,567
>> I want my cousin back!
211
00:19:29,569 --> 00:19:30,334
>> Cousin?
212
00:19:30,336 --> 00:19:32,703
Didn't you hear?
213
00:19:32,705 --> 00:19:35,873
She ran away with the circus!
214
00:19:35,875 --> 00:19:38,943
>>
215
00:19:40,847 --> 00:19:46,651
>> Heh heh heh!
>> Oh, you're funny, but I'm
going to get the last laugh.
216
00:20:01,568 --> 00:20:07,371
>> Nice try, kid, but I sell
the tricks; I don't buy 'em.
217
00:20:07,373 --> 00:20:09,507
>> I just figured out
there's something
218
00:20:09,509 --> 00:20:15,646
I'm even more
afraid of than you.
219
00:20:16,716 --> 00:20:23,955
Losing my family to some
goofball emotional vampire.
220
00:20:23,957 --> 00:20:28,793
In other words...
221
00:20:28,795 --> 00:20:34,632
you're going down, clown.
222
00:20:47,380 --> 00:20:49,914
>>
223
00:21:01,261 --> 00:21:03,261
>> I'm warning you to back off.
224
00:21:03,263 --> 00:21:09,000
>> You want to see
something really scary?
225
00:21:11,604 --> 00:21:15,373
>> Unh!
>> Aw.
226
00:21:15,375 --> 00:21:20,778
Now, don't tell me
you're afraid of old Ghostfreak.
227
00:21:20,780 --> 00:21:23,848
>> Please...no more!
228
00:21:23,850 --> 00:21:26,417
>> Boo!
229
00:21:28,454 --> 00:21:28,886
Oh.
230
00:21:28,888 --> 00:21:34,325
That kind of even
freaked me out.
231
00:21:36,696 --> 00:21:39,363
>> What? Ben?
232
00:21:39,365 --> 00:21:43,801
Hey, where's that popcorn?
233
00:21:43,803 --> 00:21:45,870
>> You feeling OK, Grandpa?
234
00:21:45,872 --> 00:21:47,305
>> Happy as a lark.
235
00:21:47,307 --> 00:21:51,075
Pretty clever, you scaring
away your fear like that.
236
00:21:51,077 --> 00:21:53,778
>> Thanks.
>> Boo! Ha ha ha!
237
00:21:53,780 --> 00:21:56,914
>> Oh. Hi, Gwen.
Trying out some new makeup?
238
00:21:56,916 --> 00:21:58,582
That's a good look for you.
239
00:21:58,584 --> 00:22:02,086
>> Aw, you're no fun anymore.
16639
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