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1
00:00:10,511 --> 00:00:11,342
Station to patrol ship.
2
00:00:11,411 --> 00:00:12,572
Nothing to report.
3
00:00:13,046 --> 00:00:15,413
The prisoner is secure.
4
00:00:15,949 --> 00:00:17,542
Copy that.
5
00:00:17,618 --> 00:00:19,052
Can't say I'm surprised.
6
00:00:25,192 --> 00:00:27,787
What is that?
7
00:00:27,861 --> 00:00:30,296
Attention,
unidentified vehicle.
8
00:00:30,364 --> 00:00:31,798
You're entering secure space.
9
00:00:31,865 --> 00:00:34,198
I will fire if you proceed.
10
00:01:44,271 --> 00:01:48,470
Please,
the light burns!
11
00:01:48,542 --> 00:01:50,477
And if I were to stop it?
12
00:01:50,544 --> 00:01:52,877
Don't toy with me,
Vilgax.
13
00:01:52,946 --> 00:01:54,608
Ask for what you want.
14
00:01:54,681 --> 00:01:57,480
I do not ask,
Ghostfreak.
15
00:01:57,551 --> 00:02:00,817
I demand,
and you obey!
16
00:02:00,887 --> 00:02:04,585
I will free you from your
prison, and in return,
17
00:02:04,658 --> 00:02:07,321
you will tell me what
I wish to know.
18
00:02:07,394 --> 00:02:10,592
The knowledge to
defeat Ben Tennyson,
19
00:02:10,664 --> 00:02:12,895
the secrets of the Omnitrix!
20
00:02:12,966 --> 00:02:16,926
Tell me,
then I will set you free.
21
00:02:57,411 --> 00:03:00,176
And five centuries later...
22
00:03:00,247 --> 00:03:03,115
Look, you're the one
who suggested miniature golf.
23
00:03:03,183 --> 00:03:04,708
That's only 'cause
there was supposed to be
24
00:03:04,785 --> 00:03:06,879
a rogue alien wrecking
this place.
25
00:03:06,953 --> 00:03:08,717
It's supposed to be a
little cute alien,
26
00:03:08,789 --> 00:03:11,281
not a scary one.
27
00:03:11,358 --> 00:03:12,621
Whatever.
28
00:03:12,693 --> 00:03:15,527
Scariest thing so far is how
bored I'm getting.
29
00:03:19,132 --> 00:03:21,260
Ha!
Another hole in one!
30
00:03:24,905 --> 00:03:27,340
I'm...still counting that.
31
00:03:32,913 --> 00:03:35,678
Finally!
Let's bag him and go home!
32
00:03:35,749 --> 00:03:37,274
Hi, there, little guy.
33
00:03:43,090 --> 00:03:45,924
This is why
I hate miniature golf.
34
00:03:58,805 --> 00:04:00,239
Ow!
35
00:04:01,541 --> 00:04:04,978
I hate golf, but I'm a
big fan of whack-a-mole.
36
00:04:10,817 --> 00:04:13,616
You know, this is a lot more fun
at the arcade.
37
00:04:20,660 --> 00:04:23,186
It's like he knows when
we're gonna hit him.
38
00:04:23,797 --> 00:04:25,925
Maybe you're just not
hitting hard enough.
39
00:04:27,501 --> 00:04:31,029
Humungousaur!
40
00:04:37,277 --> 00:04:41,442
Just...
stand...still!
41
00:04:46,853 --> 00:04:48,082
Hey, Gwen --
42
00:04:48,155 --> 00:04:50,454
a mole in one!
43
00:04:50,524 --> 00:04:51,787
Ha!
44
00:04:52,859 --> 00:04:54,691
Aah!
45
00:04:57,931 --> 00:04:59,365
Keep him there,
Ben!
46
00:04:59,432 --> 00:05:03,528
But he's got
acid spit!
47
00:05:07,440 --> 00:05:08,703
Nice shot.
48
00:05:08,775 --> 00:05:12,405
Yeah, I guess he wasn't
up to par.
49
00:05:12,479 --> 00:05:14,107
What do you mean?
50
00:05:14,181 --> 00:05:15,740
It's a golf joke.
51
00:05:15,816 --> 00:05:17,478
Never mind.
52
00:05:26,026 --> 00:05:29,292
Next time,
we're going go-kart racing.
53
00:05:35,535 --> 00:05:36,867
What was that?!
54
00:05:36,937 --> 00:05:38,200
Whatever it was,
55
00:05:38,271 --> 00:05:41,241
it better not have landed
on my ride.
56
00:05:42,843 --> 00:05:46,109
Stay right here.
57
00:05:59,793 --> 00:06:01,989
Ben...Tennyson.
58
00:06:02,062 --> 00:06:03,792
I need...
59
00:06:03,864 --> 00:06:05,890
your help.
60
00:06:16,276 --> 00:06:18,302
Burger Shack.
61
00:06:18,378 --> 00:06:19,778
I got you the kiddie meal.
62
00:06:19,846 --> 00:06:22,042
So don't let them know you're
over 8.
63
00:06:26,086 --> 00:06:27,349
What's your problem,
Gwen?
64
00:06:27,420 --> 00:06:29,048
Don't you remember
how many times
65
00:06:29,122 --> 00:06:30,613
this guy tried to
kill you?
66
00:06:30,690 --> 00:06:32,283
Not exactly.
67
00:06:32,359 --> 00:06:33,190
A lot.
68
00:06:33,260 --> 00:06:35,957
That's what makes
this so much fun.
69
00:06:36,029 --> 00:06:37,793
What was it you needed?
70
00:06:37,864 --> 00:06:40,629
I...need...your help.
71
00:06:40,700 --> 00:06:42,726
You shouldn't even be here.
72
00:06:42,802 --> 00:06:44,737
You were banished from our
planet!
73
00:06:44,804 --> 00:06:46,363
And what makes you
think he's gonna help you,
74
00:06:46,439 --> 00:06:47,668
squid face?
75
00:06:47,741 --> 00:06:49,676
One word --
76
00:06:49,743 --> 00:06:51,507
Ghostfreak.
77
00:06:51,578 --> 00:06:52,841
What about him?
78
00:06:52,913 --> 00:06:55,041
Interested now?
79
00:06:55,115 --> 00:06:56,447
You should be.
80
00:06:56,516 --> 00:07:00,749
He escaped from your Omnitrix,
almost destroyed you.
81
00:07:00,820 --> 00:07:02,914
I know.
I was there.
82
00:07:02,989 --> 00:07:04,480
And I was there when he escaped
83
00:07:04,557 --> 00:07:06,583
from the
maximum-security prison
84
00:07:06,660 --> 00:07:08,458
built to hold only him!
85
00:07:08,528 --> 00:07:09,791
He's on the loose?
86
00:07:09,863 --> 00:07:12,094
And more powerful
than ever.
87
00:07:12,165 --> 00:07:15,101
He even tried to possess me.
88
00:07:15,168 --> 00:07:17,433
He always was
the possessive type.
89
00:07:17,504 --> 00:07:19,939
That still doesn't
tell us why you're here.
90
00:07:20,006 --> 00:07:22,237
Even though I drove him off,
91
00:07:22,309 --> 00:07:25,507
Ghostfreak wasn't
finished with me.
92
00:07:28,515 --> 00:07:32,316
But instead of seeking revenge
directly...
93
00:07:32,385 --> 00:07:34,286
he attacked my world!
94
00:07:44,197 --> 00:07:46,325
Every one of my people
95
00:07:46,399 --> 00:07:48,732
he possessed became
a Ghostfreak minion,
96
00:07:48,802 --> 00:07:52,330
slave to his
hive mind.
97
00:07:53,406 --> 00:07:56,501
I tried to defend my home world,
98
00:07:56,576 --> 00:08:00,343
but the infestation spread
exponentially.
99
00:08:00,413 --> 00:08:03,713
Within weeks, Ghostfreak
controlled my entire planet.
100
00:08:03,783 --> 00:08:05,411
He had what he wanted.
101
00:08:05,485 --> 00:08:07,078
There was nothing I could do...
102
00:08:07,153 --> 00:08:09,554
but escape...
103
00:08:09,622 --> 00:08:12,251
and bring back help.
104
00:08:12,726 --> 00:08:16,219
That is to say, you,
Ben Tennyson.
105
00:08:16,296 --> 00:08:19,357
And you think I'm going
with you because why?
106
00:08:19,432 --> 00:08:21,401
Because this is your fault!
107
00:08:21,468 --> 00:08:22,299
What?
108
00:08:22,369 --> 00:08:24,395
I've never even been to your
planet!
109
00:08:24,471 --> 00:08:26,633
You freed Ghostfreak
from the Omnitrix!
110
00:08:26,706 --> 00:08:29,574
His actions are your
responsibility.
111
00:08:29,642 --> 00:08:33,101
Of course, if you'd rather I do
it alone...
112
00:08:35,315 --> 00:08:37,580
Not a chance,
Vilgax.
113
00:08:37,650 --> 00:08:38,743
And how did you know --
114
00:08:38,818 --> 00:08:41,913
We are wasting time!
115
00:08:41,988 --> 00:08:44,685
My people are not warriors
like me!
116
00:08:44,758 --> 00:08:47,557
They are innocent women and
children.
117
00:08:47,627 --> 00:08:50,222
Why should we believe
anything you say?
118
00:08:50,296 --> 00:08:51,195
What other reason
119
00:08:51,264 --> 00:08:54,632
would I come groveling to your
pitiful planet?
120
00:08:54,701 --> 00:08:56,260
He makes a good point.
121
00:08:56,336 --> 00:08:57,269
Come on!
122
00:08:57,337 --> 00:08:58,896
This couldn't be a more
obvious trap
123
00:08:58,972 --> 00:09:01,407
if there was a sign that read,
"free cookies."
124
00:09:01,474 --> 00:09:03,067
Probably.
125
00:09:03,143 --> 00:09:06,477
But I really like cookies.
126
00:09:08,448 --> 00:09:09,279
We're going.
127
00:09:09,349 --> 00:09:11,250
If he is telling the truth,
128
00:09:11,317 --> 00:09:13,548
we can't just let people
suffer.
129
00:09:13,620 --> 00:09:15,179
Better them than us.
130
00:09:15,255 --> 00:09:17,918
My watch,
my responsibility.
131
00:09:17,991 --> 00:09:20,654
It's not just all
about Ben Tennyson.
132
00:09:20,727 --> 00:09:22,889
Vilgax won't touch you
while I'm around.
133
00:09:22,962 --> 00:09:25,056
It's totally safe.
134
00:09:26,332 --> 00:09:28,460
But the first sign of a
double-cross,
135
00:09:28,535 --> 00:09:31,232
and you're a sushi platter!
136
00:09:50,323 --> 00:09:52,918
Looked better in the brochure.
137
00:09:52,992 --> 00:09:56,360
Ghostfreak is the
cause of all this.
138
00:09:56,429 --> 00:09:58,364
Now stay.
139
00:09:58,431 --> 00:10:00,764
Stay.I mean it.
140
00:10:06,106 --> 00:10:08,837
I thought you said
Julie trained that thing.
141
00:10:08,908 --> 00:10:12,310
We should probably
focus on our other problems.
142
00:10:19,152 --> 00:10:20,347
They haven't seen us yet.
143
00:10:20,420 --> 00:10:22,355
Get in here!
144
00:10:36,336 --> 00:10:38,601
Phew.
Tricked them.
145
00:10:45,178 --> 00:10:47,113
What is that?
146
00:10:47,180 --> 00:10:48,614
A child crying.
147
00:10:48,681 --> 00:10:50,912
Guess they weren't
after us.
148
00:10:53,386 --> 00:10:55,014
What are you doing?!
149
00:10:55,088 --> 00:10:57,250
Giving away our
location!
150
00:10:57,323 --> 00:10:59,383
I knew we couldn't trust
the squid.
151
00:11:00,827 --> 00:11:01,886
That's okay.
152
00:11:01,961 --> 00:11:04,931
I was kind of getting sick of
being nice to him.
153
00:11:07,667 --> 00:11:09,795
Swampfire!
154
00:11:28,922 --> 00:11:34,020
I can't believe you thought you
could trick us into...
155
00:11:35,261 --> 00:11:37,890
...saving a little girl?
156
00:11:38,264 --> 00:11:41,029
Okay, now I feel like a jerk.
157
00:11:41,100 --> 00:11:43,035
The big bad has a
conscience.
158
00:11:43,102 --> 00:11:44,263
Who knew?
159
00:11:47,407 --> 00:11:49,342
Don't let them reach her!
160
00:11:49,409 --> 00:11:51,844
The Ghostfreaks can possess
anything they touch!
161
00:11:51,911 --> 00:11:53,277
Like us?
162
00:12:08,161 --> 00:12:09,595
Nice!
163
00:12:09,662 --> 00:12:12,325
I wasn't even sure that was a
plant.
164
00:12:25,245 --> 00:12:26,679
Great.
165
00:12:26,746 --> 00:12:28,840
Even the freaks don't want me.
166
00:12:28,915 --> 00:12:30,178
Kevin...
167
00:12:30,250 --> 00:12:31,809
That's a good thing!
168
00:12:31,884 --> 00:12:33,944
You should stay up front!
169
00:12:53,373 --> 00:12:54,671
Are you injured?
170
00:12:54,741 --> 00:12:56,539
No, my lord Vilgax.
171
00:12:56,609 --> 00:12:58,703
Thank you,
my lord Vilgax!
172
00:12:58,778 --> 00:13:00,269
It is not safe here.
173
00:13:00,346 --> 00:13:02,440
Stay inside and be quiet.
174
00:13:08,321 --> 00:13:11,416
You are so losing your
evil cred.
175
00:13:12,992 --> 00:13:15,894
Watch your tone,
Ben Tennyson!
176
00:13:15,962 --> 00:13:17,988
If I did not need your help --
177
00:13:18,064 --> 00:13:20,761
There's the bad guy we
all love to hate.
178
00:13:20,833 --> 00:13:21,766
So what's next?
179
00:13:21,834 --> 00:13:23,803
Got some puppies that need
saving?
180
00:13:23,870 --> 00:13:25,930
We eliminate Ghostfreak.
181
00:13:26,005 --> 00:13:29,567
Without his mental control,
his minions will be powerless.
182
00:13:29,642 --> 00:13:30,905
Where do we find him?
183
00:13:30,977 --> 00:13:32,673
He's got to be in your
house.
184
00:13:32,745 --> 00:13:34,008
My castle.
185
00:13:34,080 --> 00:13:36,515
Yes.
It is well-fortified.
186
00:13:36,749 --> 00:13:38,342
I've got an idea.
187
00:13:38,418 --> 00:13:40,978
But I need to get close to
Ghostfreak.
188
00:13:41,054 --> 00:13:41,953
You got to have a house key
189
00:13:42,021 --> 00:13:43,922
hidden under a rock
somewhere.
190
00:13:43,990 --> 00:13:45,982
I take your meaning.
191
00:13:46,059 --> 00:13:49,461
There is a secret way into my
stronghold.
192
00:13:49,529 --> 00:13:51,589
But it is not pleasant.
193
00:13:54,600 --> 00:13:56,569
Seriously?
A trash chute?
194
00:13:56,636 --> 00:13:58,127
You should be grateful
195
00:13:58,204 --> 00:14:01,265
I called off the flesh
beetles.
196
00:14:02,608 --> 00:14:03,598
"Grateful."
197
00:14:03,676 --> 00:14:05,110
That's the word.
198
00:14:06,346 --> 00:14:09,373
Ghostfreak seems to have a real
grudge against you, Vilgax.
199
00:14:09,449 --> 00:14:13,352
He...simply sees my
planet as the jewel it is.
200
00:14:13,419 --> 00:14:14,387
Jewel?
201
00:14:14,454 --> 00:14:15,922
Even better.
202
00:14:15,988 --> 00:14:17,923
Once we take the freak down,
203
00:14:17,990 --> 00:14:19,822
we can find out what he
really wants.
204
00:14:19,892 --> 00:14:21,588
You seem confident.
205
00:14:21,661 --> 00:14:24,756
Told you, I have a plan.
206
00:14:33,573 --> 00:14:34,666
He's there.
207
00:14:34,741 --> 00:14:40,339
But for my plan to work,
I need a distraction.
208
00:14:40,413 --> 00:14:42,507
You suggest me?
209
00:14:42,582 --> 00:14:47,520
Nothing says distraction
like a tentacle-faced alien.
210
00:14:48,354 --> 00:14:50,846
Ghostfreak!
211
00:14:50,923 --> 00:14:53,722
Ah, Vilgax.
212
00:14:53,793 --> 00:14:55,421
Back for more?
213
00:14:55,495 --> 00:14:58,556
This time, you will die,
ectonurite scum!
214
00:15:02,502 --> 00:15:05,472
Before I enslaved your planet,
215
00:15:05,538 --> 00:15:08,201
as I will
the universe.
216
00:15:08,274 --> 00:15:10,869
All I needed was a place to
start.
217
00:15:10,943 --> 00:15:13,845
Even now,
my minions build starships
218
00:15:13,913 --> 00:15:16,610
to infest other
worlds.
219
00:15:16,682 --> 00:15:18,310
But now that you're here,
220
00:15:18,384 --> 00:15:22,549
I wouldn't mind possessing
your power, as well.
221
00:15:22,622 --> 00:15:25,524
You are welcome to try.
222
00:15:29,762 --> 00:15:32,596
Alien DNA sample acquired.
223
00:15:46,078 --> 00:15:48,775
Ghostfreak!
224
00:15:48,848 --> 00:15:50,111
That was it?
225
00:15:50,183 --> 00:15:51,276
That was your plan?
226
00:15:51,350 --> 00:15:53,012
Don't worry,
Gwen.
227
00:15:53,085 --> 00:15:55,645
Ghostfreak was one of
the Omnitrix originals.
228
00:15:55,721 --> 00:15:57,485
I've controlled him befo--
229
00:15:59,559 --> 00:16:03,496
Ben?
Are you okay?
230
00:16:03,563 --> 00:16:07,000
Never felt better.
231
00:16:08,067 --> 00:16:09,865
What's the matter with you?
232
00:16:09,936 --> 00:16:11,097
Kevin!
233
00:16:11,170 --> 00:16:12,331
His Omnitrix is gone!
234
00:16:12,872 --> 00:16:14,898
That can't be good.
235
00:16:22,148 --> 00:16:23,707
Ben, stop it!
236
00:16:23,783 --> 00:16:25,149
Don't you see?
237
00:16:25,218 --> 00:16:28,347
Ben Tennyson is no longer in
control of his body.
238
00:16:28,421 --> 00:16:29,855
Ghostfreak is!
239
00:16:29,922 --> 00:16:32,118
But Ben's still in
there somewhere.
240
00:16:32,191 --> 00:16:33,124
We can't hurt him!
241
00:16:34,327 --> 00:16:36,796
Speak for yourself.
242
00:16:37,096 --> 00:16:39,964
What a wonderful
opportunity.
243
00:16:40,466 --> 00:16:43,834
Both of my greatest enemies
in one body.
244
00:16:43,903 --> 00:16:45,997
What is it you humans say?
245
00:16:46,072 --> 00:16:49,167
I can kill two birds
with one stone?
246
00:16:55,681 --> 00:16:58,116
Leave him alone!
247
00:16:58,184 --> 00:16:59,709
Foolish child.
248
00:16:59,785 --> 00:17:01,651
He'll destroy you if I let him.
249
00:17:01,888 --> 00:17:02,947
Oh, yeah.
250
00:17:03,022 --> 00:17:04,684
Thanks for the help.
251
00:17:07,460 --> 00:17:10,055
I grow weary of your
"help."
252
00:17:36,856 --> 00:17:38,449
Ben!
Stop it!
253
00:17:38,524 --> 00:17:39,856
You're hurting your friends!
254
00:17:39,926 --> 00:17:42,623
Please, I know you're in there
somewhere!
255
00:17:43,796 --> 00:17:47,358
And that's exactly
what I plan to take care of.
256
00:18:09,455 --> 00:18:12,914
Finally, no more
distractions.
257
00:18:12,992 --> 00:18:16,759
And much more destruction.
258
00:19:03,175 --> 00:19:06,634
To me,my servants!
259
00:19:28,901 --> 00:19:30,927
Hold him.
260
00:19:31,003 --> 00:19:34,440
I wish to possess this one
myself.
261
00:19:35,374 --> 00:19:39,141
With Vilgax, Ben Tennyson,
and myself as one,
262
00:19:39,211 --> 00:19:44,411
there will be no power in the
universe that can stop me!
263
00:20:06,972 --> 00:20:09,703
Ben...Tennyson!
264
00:20:09,775 --> 00:20:13,735
N-o-o-o-o-o-o-o-o!
265
00:20:18,918 --> 00:20:22,685
No, no, no,
hold your applause.
266
00:20:27,026 --> 00:20:29,461
Aw, you guys missed
the whole thing!
267
00:20:29,528 --> 00:20:30,791
We saw enough.
268
00:20:30,863 --> 00:20:34,322
Ben, that was really,
really stupid.
269
00:20:34,400 --> 00:20:36,665
Except for the part
where it worked, right?
270
00:20:36,736 --> 00:20:39,433
And we almost got
creamed in the process.
271
00:20:39,505 --> 00:20:42,339
You're not in this alone,
or did you forget?
272
00:20:42,408 --> 00:20:45,003
So, no victory parade?
273
00:20:45,878 --> 00:20:48,006
Long live Vilgax!
274
00:20:48,080 --> 00:20:52,245
Long live Vilgax!
Long live Vilgax!
275
00:20:52,318 --> 00:20:54,412
Long live Vilgax!
276
00:20:54,487 --> 00:20:58,424
Long live Vilgax!
Long live Vilgax!
277
00:20:58,491 --> 00:21:01,086
Look at you.
You got a fan club.
278
00:21:01,160 --> 00:21:04,858
I do not presume to
take credit for your deed,
279
00:21:04,930 --> 00:21:06,796
Ben Tennyson.
280
00:21:06,866 --> 00:21:08,801
Hey, I'm not gonna tell
anybody.
281
00:21:08,868 --> 00:21:12,737
What happens in Vilgaxia stays
in Vilgaxia.
282
00:21:12,805 --> 00:21:14,398
A wise choice.
283
00:21:14,473 --> 00:21:16,738
Hey, Ben!
284
00:21:16,809 --> 00:21:18,573
I found Ship.
285
00:21:18,644 --> 00:21:20,943
He was emulating some
kind of alien toaster,
286
00:21:21,013 --> 00:21:23,107
but I convinced him to change
back for now.
287
00:21:23,182 --> 00:21:25,845
After making 10
loaves of toast.
288
00:21:25,918 --> 00:21:27,045
Can we leave already?
289
00:21:27,119 --> 00:21:28,348
Yes.
290
00:21:28,420 --> 00:21:30,218
You have helped me achieve
my goal,
291
00:21:30,289 --> 00:21:33,020
and so you have won your
miserable lives.
292
00:21:33,492 --> 00:21:35,791
Won them?
You tried to kill us!
293
00:21:35,861 --> 00:21:37,352
Foolish child.
294
00:21:37,429 --> 00:21:39,455
If I had not taken you out of
the battle,
295
00:21:39,532 --> 00:21:43,196
Ben Tennyson himself
would have -- permanently.
296
00:21:43,469 --> 00:21:46,200
Don't do us any more
favors,Vilgax.
297
00:21:46,272 --> 00:21:50,505
It won't happen again,
I assure you.
298
00:21:54,947 --> 00:21:57,781
This is not over,
Ben Tennyson.
299
00:21:58,517 --> 00:22:01,749
In fact, now that the secrets of
the Omnitrix
300
00:22:01,821 --> 00:22:06,191
are mine and there
are none left to stop me...
301
00:22:06,258 --> 00:22:09,751
I'd say it's a rather auspicious
beginning.
20097
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