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1
00:00:02,190 --> 00:00:04,790
Previously on Ben 10 Ultimate Alien.
2
00:00:06,830 --> 00:00:13,470
If you're really Bill
3
00:00:13,470 --> 00:00:16,910
Gax, you're not serving anybody but
yourself.
4
00:00:57,610 --> 00:00:58,650
and tremble.
5
00:01:03,950 --> 00:01:05,390
That's gonna leave a mark.
6
00:01:06,850 --> 00:01:12,590
Insignificant spock. You dare Vilgax
destroy him?
7
00:01:15,750 --> 00:01:17,370
Vilgax, where are you?
8
00:01:18,410 --> 00:01:22,710
Your herald, as always, is the first to
arrive at the conclusion.
9
00:01:23,050 --> 00:01:26,710
You have lost, and he has abandoned you.
10
00:01:27,310 --> 00:01:31,510
Fool. My resources aren't limited to
Vilgax.
11
00:01:40,330 --> 00:01:44,430
Where'd I leave that new plumber rifle?
12
00:01:46,370 --> 00:01:49,050
I swear, you'd lose your head if it
weren't attached.
13
00:01:50,770 --> 00:01:52,090
Let's not test the theory.
14
00:01:52,290 --> 00:01:53,290
Protect George.
15
00:01:53,490 --> 00:01:54,490
On it.
16
00:01:55,290 --> 00:01:56,290
What are you planning?
17
00:01:56,830 --> 00:01:57,870
Something big.
18
00:02:12,530 --> 00:02:16,130
Way big.
19
00:02:17,270 --> 00:02:22,250
Hey, Dagon. Why don't you pick on
someone your own size?
20
00:02:22,730 --> 00:02:23,810
I'm you.
21
00:02:24,590 --> 00:02:29,330
You're a slightly larger speck than the
other specks infesting this world.
22
00:02:29,610 --> 00:02:33,490
But still, you are beneath my notice.
23
00:02:33,890 --> 00:02:36,810
I wasn't finished talking yet.
24
00:02:53,590 --> 00:02:56,570
Just getting started.
25
00:04:00,270 --> 00:04:01,390
On the other hand,
26
00:04:27,820 --> 00:04:29,840
They can't teleport through your shield.
27
00:04:30,260 --> 00:04:32,420
They don't really teleport. They move
between dimensions.
28
00:04:32,900 --> 00:04:35,040
But mana is multidimensional.
29
00:04:35,380 --> 00:04:37,240
So we got something going for us.
30
00:04:40,740 --> 00:04:42,280
How do we use it to help Ben?
31
00:04:43,960 --> 00:04:45,200
By helping George.
32
00:04:45,700 --> 00:04:49,100
Asmuth's sword was hurting Dagon. Maybe
it can finish the job.
33
00:04:50,960 --> 00:04:52,720
Fine. You guys want to fight?
34
00:04:53,040 --> 00:04:54,260
You got one.
35
00:05:03,430 --> 00:05:05,290
Still you fight.
36
00:05:05,770 --> 00:05:07,650
Is this sublime bravery?
37
00:05:08,010 --> 00:05:13,050
Or are you simply too unintelligent to
realize how hopeless your struggle?
38
00:05:13,770 --> 00:05:16,550
Doesn't make any difference, does it?
39
00:05:16,770 --> 00:05:20,570
Either way, you're about to get your
butt kicked.
40
00:05:20,910 --> 00:05:25,590
Actually, I can't tell if you even have
a butt in that pile of spaghetti.
41
00:05:27,100 --> 00:05:28,100
A metaphor.
42
00:05:31,500 --> 00:05:34,000
And enough.
43
00:05:34,260 --> 00:05:36,360
I most assuredly.
44
00:06:14,600 --> 00:06:15,600
Suck some more.
45
00:06:52,490 --> 00:06:53,510
did it didn't take.
46
00:06:53,750 --> 00:06:57,910
I don't see him. You don't think
Dagon... Don't jump to conclusions.
47
00:06:58,170 --> 00:06:59,870
He probably just changed back to normal.
48
00:07:00,110 --> 00:07:04,210
His sacrifice purchased this respite. I
won't let it go to waste.
49
00:07:04,830 --> 00:07:06,950
Dagon, taste my sword!
50
00:07:07,410 --> 00:07:10,930
You grow exponentially tiresome, knight.
51
00:07:51,340 --> 00:07:52,820
I don't think we can take another one of
those.
52
00:07:53,400 --> 00:07:55,260
How many more do you think he can take?
53
00:07:56,140 --> 00:07:58,820
Let me get back to you on that.
54
00:08:06,880 --> 00:08:10,540
Save your mana.
55
00:08:10,920 --> 00:08:13,360
Before the night's over, I got a feeling
we'll be needing it.
56
00:08:13,700 --> 00:08:15,040
You're worried about Vilgax.
57
00:08:15,540 --> 00:08:19,480
I hate to look past the giant demon
raining down fire from the sky, but
58
00:08:20,080 --> 00:08:22,180
Vilgax probably is up to something.
59
00:08:22,500 --> 00:08:27,320
Which we can deal with after we save the
world from Dagon. Makes sense, but I
60
00:08:27,320 --> 00:08:29,540
still can't help wondering what Vilgax
is doing.
61
00:08:30,520 --> 00:08:31,520
Is it ready?
62
00:08:32,919 --> 00:08:39,260
Patience, my master. An undertaking of
this scale requires the greatest care in
63
00:08:39,260 --> 00:08:40,260
every detail.
64
00:08:41,080 --> 00:08:46,740
Fail me, Toadie, and you will not live
to regret it. Of this, I have no doubt.
65
00:08:50,820 --> 00:08:53,600
No friends, no clever words.
66
00:08:54,080 --> 00:08:56,720
Don't you tire, George the Triumphant?
67
00:09:00,540 --> 00:09:02,060
Give it a break.
68
00:09:04,620 --> 00:09:09,120
He's 2 ,000 years old, and he's been
fighting ninjas all day. Of course he's
69
00:09:09,120 --> 00:09:10,120
tired.
70
00:09:12,600 --> 00:09:16,780
He got any juice left in the sword, now
would be a good time to use it.
71
00:10:07,370 --> 00:10:08,610
not protect you from my wrath.
72
00:10:39,820 --> 00:10:41,460
I was working pretty good there for a
while.
73
00:10:42,000 --> 00:10:46,240
Ben, George didn't make it. Then it's up
to us.
74
00:10:47,260 --> 00:10:48,920
We're right here with you, Ben.
75
00:10:49,320 --> 00:10:50,320
Always.
76
00:10:54,860 --> 00:10:59,260
Such is the fate of all who dare defy
the will of Dagon.
77
00:10:59,880 --> 00:11:03,060
I'm skeptical, Master.
78
00:11:05,200 --> 00:11:09,580
You presume yourself even capable of
betraying me.
79
00:11:10,060 --> 00:11:11,120
I do.
80
00:11:12,240 --> 00:11:18,340
I have won a great victory today, and
I'm overflowing with generosity.
81
00:11:19,260 --> 00:11:20,900
Beg me for forgiveness.
82
00:11:21,440 --> 00:11:27,660
Debate yourself before my magnificence,
and I may grant you a less agonizing
83
00:11:27,660 --> 00:11:32,640
demise. Did you truly think I would
allow you to conquer my universe?
84
00:11:33,240 --> 00:11:38,090
After I destroy you, I'm going to rule
yours, as well as this one.
85
00:11:38,650 --> 00:11:45,330
No. I'm going to destroy your precious
weapon, then concern you to an eternity
86
00:11:45,330 --> 00:11:46,329
of pain.
87
00:11:46,330 --> 00:11:49,950
Then strike me down, if you dare.
88
00:11:54,090 --> 00:11:56,970
I can't stop.
89
00:11:57,350 --> 00:12:01,050
Of course you can't. That machine isn't
a weapon.
90
00:12:01,550 --> 00:12:03,230
It's a Vox Puniculus.
91
00:12:03,820 --> 00:12:10,280
Under normal conditions, this machine
simply absorbs power, draws it into
92
00:12:10,280 --> 00:12:14,160
itself. But my substance is power.
93
00:12:14,480 --> 00:12:18,060
Yes, most regrettable for you.
94
00:12:19,100 --> 00:12:24,140
You know
95
00:12:24,140 --> 00:12:31,140
what
96
00:12:31,140 --> 00:12:32,380
to do, Siphon.
97
00:12:33,800 --> 00:12:34,960
Siphon, don't!
98
00:12:36,520 --> 00:12:39,940
With Dagon's power added to his own,
Vilgax will be unstoppable!
99
00:12:40,420 --> 00:12:44,760
Yes. That was, after all, the point.
100
00:12:49,200 --> 00:12:50,200
No!
101
00:12:57,240 --> 00:13:02,020
The Esoterica worshipped me because I
looked like Dagon.
102
00:13:02,670 --> 00:13:05,250
Now I am the Dagon.
103
00:13:10,770 --> 00:13:13,710
The universe is mine, Tennyson.
104
00:13:14,070 --> 00:13:16,850
You won't thwart me ever again.
105
00:13:37,870 --> 00:13:38,870
I gotcha.
106
00:13:41,710 --> 00:13:42,710
Nice teleport.
107
00:13:43,130 --> 00:13:45,210
This is the old plumber base in South
Dakota.
108
00:13:46,170 --> 00:13:47,270
That's gotta be a record.
109
00:13:47,650 --> 00:13:50,250
Yeah. I just wanted to get us out of
there.
110
00:13:52,310 --> 00:13:53,750
Drink some juice or something.
111
00:13:54,010 --> 00:13:55,250
You gotta be wasted.
112
00:13:56,490 --> 00:13:57,870
How long do you think we have?
113
00:13:58,410 --> 00:14:00,990
About two minutes to figure out he
didn't disintegrate us.
114
00:14:01,210 --> 00:14:04,170
Some time to learn how to use his powers
well enough to track us.
115
00:14:04,670 --> 00:14:05,750
Maybe a few days.
116
00:14:06,090 --> 00:14:07,090
Tennyson!
117
00:14:07,260 --> 00:14:08,620
You can't hide from me.
118
00:14:08,940 --> 00:14:10,020
I could be wrong.
119
00:14:10,880 --> 00:14:13,000
Destroy them, my esoterica.
120
00:14:19,360 --> 00:14:21,460
I do not like our odds.
121
00:14:21,820 --> 00:14:24,960
You would, if boys ever bothered to read
the manual.
122
00:14:25,480 --> 00:14:27,160
Manual? Plumber manual.
123
00:14:27,560 --> 00:14:29,620
Instructions for this base's self
-defense system.
124
00:14:44,170 --> 00:14:45,670
You will not escape me again.
125
00:15:18,190 --> 00:15:21,430
That's going to be kind of hard to cover
up. More immediate problems.
126
00:15:23,950 --> 00:15:29,150
And here we are again.
127
00:15:29,850 --> 00:15:32,370
Me, on the cusp of total victory.
128
00:15:32,890 --> 00:15:35,750
You, the last man standing.
129
00:15:36,170 --> 00:15:39,010
The only slim hope left in this world.
130
00:15:39,490 --> 00:15:40,810
This universe.
131
00:15:41,310 --> 00:15:42,590
Who will it be?
132
00:15:43,450 --> 00:15:45,190
Diamondhead? Swampfire?
133
00:15:45,880 --> 00:15:47,940
One of your tiresome ultimate aliens?
134
00:15:48,660 --> 00:15:52,600
Perhaps you have yet another new
transformation to spring on me.
135
00:15:52,920 --> 00:15:54,100
No transformation.
136
00:15:54,500 --> 00:15:55,740
Not this time.
137
00:15:56,100 --> 00:15:58,440
But I do have one last surprise.
138
00:16:02,520 --> 00:16:03,520
Asmet's sword.
139
00:16:03,780 --> 00:16:06,300
Goes nicely with the watch, don't you
think?
140
00:16:08,660 --> 00:16:11,540
I'm going to miss these little get
-togethers.
141
00:16:15,440 --> 00:16:16,780
This is a good sword.
142
00:16:17,400 --> 00:16:18,860
I'm not afraid of you.
143
00:16:19,360 --> 00:16:20,500
You should be.
144
00:16:20,740 --> 00:16:23,100
I just figured out how to use this
thing.
145
00:16:32,880 --> 00:16:36,660
As my old friend George used to say,
have at thee!
146
00:16:58,410 --> 00:17:00,890
Somebody should have done this a long
time ago.
147
00:17:07,869 --> 00:17:10,829
You stabbed me.
148
00:17:11,630 --> 00:17:13,010
Don't be such a baby.
149
00:17:13,250 --> 00:17:15,510
I just took Dagon's power from you.
150
00:17:15,710 --> 00:17:17,589
Kinda had us worried for a second.
151
00:17:17,829 --> 00:17:18,950
I wasn't worried.
152
00:17:19,369 --> 00:17:21,010
Then you are a fool.
153
00:17:21,750 --> 00:17:23,730
You have the Ultimatrix.
154
00:17:24,130 --> 00:17:25,670
The Sword of Azmuth.
155
00:17:26,170 --> 00:17:28,390
And the power of Dagon at your
fingertips.
156
00:17:28,950 --> 00:17:29,950
Yeah, so?
157
00:17:30,230 --> 00:17:31,870
You claim to be a hero.
158
00:17:32,850 --> 00:17:35,670
What will you do with all this power?
159
00:17:36,170 --> 00:17:38,530
Turn everybody on Earth back to human,
for starters.
160
00:17:38,890 --> 00:17:40,510
You think too small.
161
00:17:41,290 --> 00:17:43,010
We are alike, you and I.
162
00:17:43,450 --> 00:17:46,710
We take the universe in our hands and
mold it to our will.
163
00:17:47,110 --> 00:17:49,070
You say you want peace and justice?
164
00:17:49,670 --> 00:17:50,830
Use your power!
165
00:17:51,770 --> 00:17:55,650
With little more than a thought, you
could wipe out all evil.
166
00:17:56,690 --> 00:17:58,050
I really could.
167
00:17:58,550 --> 00:18:00,590
Ben, what are you saying?
168
00:18:00,990 --> 00:18:04,270
He's saying that the end of your
struggles is at hand.
169
00:18:04,550 --> 00:18:07,270
He can create whatever universe he
imagines.
170
00:18:08,150 --> 00:18:09,150
Do it.
171
00:18:09,270 --> 00:18:10,970
Just wipe out evil.
172
00:18:11,330 --> 00:18:16,050
Do it! Are you really considering taking
moral advice from Vilgak?
173
00:18:23,590 --> 00:18:26,470
I thought we agreed to make all of our
big decisions together.
174
00:18:27,630 --> 00:18:28,910
Ship's a good hunting dog.
175
00:18:29,210 --> 00:18:30,690
That's how you found us, right?
176
00:18:31,130 --> 00:18:33,530
Ship! You know we all love you, Ben.
177
00:18:34,090 --> 00:18:39,810
But if you try to do this, you're the
same as Vilgax, or Dagon, or Agragor, or
178
00:18:39,810 --> 00:18:40,810
any of the others.
179
00:18:41,230 --> 00:18:42,730
You'd try and stop me?
180
00:18:42,970 --> 00:18:44,610
We would stop you.
181
00:18:45,150 --> 00:18:46,470
You're not afraid of me?
182
00:18:47,310 --> 00:18:50,810
No. You've never given me any reason to
be afraid.
183
00:18:51,390 --> 00:18:54,910
You're always telling me that I should
use my technology to help more people.
184
00:18:55,770 --> 00:18:58,330
Now, I can help everybody at once.
185
00:18:58,810 --> 00:18:59,930
Look, there's a line.
186
00:19:00,550 --> 00:19:04,950
I'm not sure where it is exactly, but
I'm sure this is way on the wrong side
187
00:19:04,950 --> 00:19:07,910
it. Power is meaningless if it isn't
used.
188
00:19:08,890 --> 00:19:09,890
Do it.
189
00:19:10,110 --> 00:19:11,110
Be quiet!
190
00:19:12,150 --> 00:19:13,150
Don't you see, Ben?
191
00:19:13,310 --> 00:19:14,310
It's the power.
192
00:19:14,430 --> 00:19:17,330
You're tempted, like I was tempted to go
full anodite.
193
00:19:17,530 --> 00:19:20,090
And like when I lost control of my
powers.
194
00:19:20,750 --> 00:19:22,610
You can't force your answers on
everybody.
195
00:19:22,930 --> 00:19:26,530
After everything we've been through, is
this the way you want it all to end?
196
00:19:26,930 --> 00:19:29,310
Everybody stop talking! Let me think!
197
00:20:16,650 --> 00:20:17,650
What did you do?
198
00:20:17,930 --> 00:20:19,850
What I said I was going to do.
199
00:20:20,270 --> 00:20:23,310
Turn every esoteric on Earth back to
human.
200
00:20:23,850 --> 00:20:26,530
With all the free will that goes along
with that.
201
00:20:29,090 --> 00:20:30,090
Oh, Ben.
202
00:20:32,190 --> 00:20:35,350
That was totally worth giving up all
that power.
203
00:20:38,090 --> 00:20:39,530
Knew you'd do the right thing.
204
00:20:39,870 --> 00:20:40,870
Way to go.
205
00:20:43,590 --> 00:20:46,290
Now all I have to do is figure out what
to do with this.
206
00:20:49,490 --> 00:20:52,090
I suggest you return it to its creator.
207
00:20:52,570 --> 00:20:53,570
Asmuth!
208
00:21:00,070 --> 00:21:01,070
You were right.
209
00:21:01,490 --> 00:21:04,350
That's too much power for any... What?
210
00:21:04,710 --> 00:21:05,950
The Ultimatrix.
211
00:21:06,150 --> 00:21:07,150
Give it to me.
212
00:21:12,400 --> 00:21:15,040
But, Asmuth, I thought I'd proved I was
worthy.
213
00:21:15,300 --> 00:21:17,220
As usual, you don't understand.
214
00:21:17,580 --> 00:21:22,680
You have proved your worth. But this
inferior copy of my Omnitrix isn't
215
00:21:22,680 --> 00:21:23,679
of you.
216
00:21:23,680 --> 00:21:27,220
I don't... Oh, for the love of... Look
at your wrist!
217
00:21:31,860 --> 00:21:33,000
An Omnitrix?
218
00:21:33,320 --> 00:21:38,800
The Omnitrix. An improved version I've
been working on ever since you were
219
00:21:38,800 --> 00:21:40,540
the prototype six years ago.
220
00:21:41,160 --> 00:21:42,420
I don't know how to thank you.
221
00:21:42,940 --> 00:21:44,820
Keep doing the right thing.
222
00:21:45,620 --> 00:21:49,060
I don't suppose you'd consider giving me
the master control?
223
00:21:50,200 --> 00:21:52,220
Perhaps for your 18th birthday.
15589
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