1
00:00:01,002 --> 00:00:07,340
♪♪

2
00:00:07,342 --> 00:00:09,575
♪ Ben 10 ♪

3
00:00:10,444 --> 00:00:12,712
♪ Ben 10 ♪

4
00:00:13,814 --> 00:00:16,015
♪ Ben 10 ♪

5
00:00:16,984 --> 00:00:18,851
♪ Ben 10 ♪

6
00:00:22,723 --> 00:00:25,892
♪♪

7
00:00:29,630 --> 00:00:33,299
Here she is kids --
Niagara Falls.

8
00:00:33,301 --> 00:00:35,167
Gwen: Whoa!

9
00:00:35,169 --> 00:00:37,203
Ugh. Niagara Falls?

10
00:00:37,205 --> 00:00:39,639
What's there to do here?
Seriously?

11
00:00:39,641 --> 00:00:42,308
It's only the biggest waterfall
in America!

12
00:00:42,310 --> 00:00:43,910
Yes!

13
00:00:43,912 --> 00:00:45,478
They have a waterfall?!

14
00:00:45,480 --> 00:00:47,647
Oh, no.
I know that look.

15
00:00:47,649 --> 00:00:49,181
Ben, don't.
What?

16
00:00:49,183 --> 00:00:52,151
Every time you get around water,
you make a fool of yourself.

17
00:00:52,153 --> 00:00:53,653
No, I don't.

18
00:00:53,655 --> 00:00:54,320
Ben, no!

19
00:00:54,322 --> 00:00:56,088
Cannonball!

20
00:00:56,090 --> 00:00:57,523
Ben, no!
Cannonball!

21
00:00:57,525 --> 00:01:00,026
Ben, no!
Cannonball!

22
00:01:00,028 --> 00:01:02,662
Okay, so I like
making a splash.

23
00:01:02,664 --> 00:01:04,163
What else are you
gonna do with water?

24
00:01:04,165 --> 00:01:06,032
See?
That's why I'm worried.

25
00:01:06,034 --> 00:01:07,533
If we're gonna
survive the summer,

26
00:01:07,535 --> 00:01:09,335
maybe you could use
a little help.

27
00:01:09,337 --> 00:01:10,570
[ Grunting ]
Help?

28
00:01:10,572 --> 00:01:11,904
What kind of nonsense
are you talking?

29
00:01:11,906 --> 00:01:15,207
You know, just sometimes
maybe you need a filter.

30
00:01:15,209 --> 00:01:16,609
A filter?

31
00:01:16,611 --> 00:01:19,211
Yeah, someone to sift
through all your ideas

32
00:01:19,213 --> 00:01:21,347
and tell you when one of them
is really terrible.

33
00:01:21,349 --> 00:01:23,783
Why would I need that?

34
00:01:23,785 --> 00:01:25,351
[ Grunts ]

35
00:01:25,353 --> 00:01:26,218
[ Chuckles ]
Trust me.

36
00:01:26,220 --> 00:01:27,687
Who needs a filter...

37
00:01:27,689 --> 00:01:29,755
when I've got Ben-tuition --

38
00:01:29,757 --> 00:01:33,359
that tiny feeling in my gut
that is never, ever wrong?

39
00:01:33,361 --> 00:01:36,562
Look, your "Ben-tuition"
is awesome.

40
00:01:36,564 --> 00:01:38,698
But how much more awesome
would it be

41
00:01:38,700 --> 00:01:40,700
if I was there to pump
the brakes every now and then

42
00:01:40,702 --> 00:01:42,234
so you don't
accidentally destroy

43
00:01:42,236 --> 00:01:43,736
any national monuments.

44
00:01:43,738 --> 00:01:45,871
Hey, that statue was asking
for it!

45
00:01:45,873 --> 00:01:48,407
You know, Ben,
it might not be the worst idea.

46
00:01:48,409 --> 00:01:50,910
With your powers
and Gwen's, um...

47
00:01:50,912 --> 00:01:53,379
discretion, you two
could be unbeatable!

48
00:01:53,381 --> 00:01:54,914
Well?

49
00:01:54,916 --> 00:01:56,916
Ugh...I guess.

50
00:01:56,918 --> 00:01:58,618
Great!
So, we agree --

51
00:01:58,620 --> 00:02:00,553
You'll run all your ideas
by me first.

52
00:02:00,555 --> 00:02:02,455
Pickle?
Fine.

53
00:02:02,457 --> 00:02:04,223
[ Chomp! ]

54
00:02:08,095 --> 00:02:09,795
[ Chuckles ]

55
00:02:10,631 --> 00:02:12,965
Time for some unfiltered fun.

56
00:02:12,967 --> 00:02:14,600
[ Beeping ]
Diamondhead, no.

57
00:02:14,602 --> 00:02:16,535
Cannonbolt -- yes!

58
00:02:22,442 --> 00:02:24,543
[ Roars ]

59
00:02:26,246 --> 00:02:28,014
Oh, boy! Oh, boy! Oh, boy!

60
00:02:33,620 --> 00:02:37,456
Cannonbolt-ball!

61
00:02:37,458 --> 00:02:39,325
[ Drip! ]

62
00:02:39,327 --> 00:02:42,261
Darn it,
I just washed that truck.

63
00:02:42,263 --> 00:02:43,829
[ Laughing ]

64
00:02:43,831 --> 00:02:46,899
Best cannonball ever!

65
00:02:52,539 --> 00:02:55,374
Must feed!

66
00:02:55,376 --> 00:02:57,009
[ Hisses ]

67
00:02:58,512 --> 00:03:00,279
Darn it,
I just bought that truck.

68
00:03:00,281 --> 00:03:01,814
[ Chomp, gulp! ]

69
00:03:01,816 --> 00:03:03,683
[ Roars ]

70
00:03:04,618 --> 00:03:06,686
[ Distant screaming ]

71
00:03:06,688 --> 00:03:08,688
[ Gasps ]
What was that?

72
00:03:11,491 --> 00:03:13,826
Giant tentacle
rampaging through town?

73
00:03:13,828 --> 00:03:15,528
Can't say
I saw that coming.

74
00:03:15,530 --> 00:03:17,863
Oh, of course,
I'll marry you, Todd!

75
00:03:17,865 --> 00:03:21,333
Oh, Sally, nothing can ruin
this perfect moment.

76
00:03:21,335 --> 00:03:22,902
[ Both scream ]

77
00:03:22,904 --> 00:03:25,337
[ Beeping ]
All right, who's on deck today?

78
00:03:25,339 --> 00:03:27,306
Ooh, new guy!

79
00:03:27,308 --> 00:03:28,741
Ben, no!

80
00:03:28,743 --> 00:03:31,644
Hey, no looking over my shoulder
while I'm alien picking.

81
00:03:31,646 --> 00:03:33,646
Hello?!
Filter here!

82
00:03:33,648 --> 00:03:35,581
This is no time
to learn on the job!

83
00:03:35,583 --> 00:03:36,816
Just go with something
you know.

84
00:03:36,818 --> 00:03:38,317
I know
you're trying to help,

85
00:03:38,319 --> 00:03:41,153
but my Ben-tuition is telling me
to try out this new guy.

86
00:03:41,155 --> 00:03:43,055
But you agreed--
Shh, shh, shh!

87
00:03:43,057 --> 00:03:44,690
Trust me on this.

88
00:03:44,692 --> 00:03:46,325
[ Growls ]

89
00:03:52,165 --> 00:03:54,433
Here we go!

90
00:03:54,435 --> 00:03:56,335
This is
all your fault!

91
00:03:56,337 --> 00:03:57,837
My fault?!

92
00:03:57,839 --> 00:04:00,039
I don't know why I thought
a ring was A good idea!

93
00:04:00,041 --> 00:04:01,540
How dare you!

94
00:04:01,542 --> 00:04:03,609
All right, what ya got,
new guy?

95
00:04:08,181 --> 00:04:09,215
[ Both grunt ]

96
00:04:09,217 --> 00:04:11,016
Let's never fight again!
I love you so much.

97
00:04:11,018 --> 00:04:12,251
Okay, sweet.

98
00:04:12,253 --> 00:04:14,587
So, you're like the world's
most powerful water gun.

99
00:04:14,589 --> 00:04:15,788
Huh?

100
00:04:17,257 --> 00:04:18,791
[ Grunts ]

101
00:04:18,793 --> 00:04:21,127
Huh. Super-tough exoskeleton
seems to be able

102
00:04:21,129 --> 00:04:23,529
to take a whipping
and keep on dripping.

103
00:04:23,531 --> 00:04:25,331
I give it five stars.

104
00:04:26,366 --> 00:04:27,833
Hey, get back here!

105
00:04:30,704 --> 00:04:33,639
[ Roars ]

106
00:04:33,641 --> 00:04:36,575
What...the heck...
is that?!

107
00:04:36,577 --> 00:04:38,410
[ Chomp! ]

108
00:04:38,412 --> 00:04:39,645
[ Chomp! ]

109
00:04:39,647 --> 00:04:40,980
And why is he
so hungry?!

110
00:04:40,982 --> 00:04:43,215
Apparently there's
a legend about a creature

111
00:04:43,217 --> 00:04:44,717
called the hydromander.

112
00:04:44,719 --> 00:04:45,985
It lives under these falls

113
00:04:45,987 --> 00:04:48,053
and hibernates
for thousands of years.

114
00:04:48,055 --> 00:04:51,090
It only wakes up to do
important things, like feeding.

115
00:04:51,092 --> 00:04:53,092
Wow, that's
some rotten luck,

116
00:04:53,094 --> 00:04:55,060
us being here
just when he wakes up.

117
00:04:55,062 --> 00:04:58,597
Luck or some super impulsive
person with no filter

118
00:04:58,599 --> 00:04:59,832
did something
to wake it up!

119
00:04:59,834 --> 00:05:01,734
I don't know
what you're talking about.

120
00:05:01,736 --> 00:05:03,969
[ Growls ]
Okay, okay!

121
00:05:03,971 --> 00:05:06,438
My Ben-tuition may have led me
to cannonball

122
00:05:06,440 --> 00:05:08,774
a hungry tentacle monster
out of it's sleep.

123
00:05:08,776 --> 00:05:10,075
How was I
supposed to know?!

124
00:05:10,077 --> 00:05:12,077
What did we
talk about yesterday?

125
00:05:12,079 --> 00:05:15,247
You run everything by me,
remember? Your filter?

126
00:05:15,249 --> 00:05:17,249
This is no time
for arguing, kids.

127
00:05:17,251 --> 00:05:19,752
This thing looks like it's
about to eat the whole town.

128
00:05:19,754 --> 00:05:22,421
[ People screaming ]

129
00:05:22,423 --> 00:05:24,256
Ben!

130
00:05:24,258 --> 00:05:25,157
[ Hisses ]

131
00:05:25,159 --> 00:05:27,827
Next up on the tour --
sushi!

132
00:05:28,762 --> 00:05:30,196
[ Hisses ]

133
00:05:30,198 --> 00:05:32,164
[ People screaming ]

134
00:05:38,638 --> 00:05:40,139
[ Grunting ]

135
00:05:40,141 --> 00:05:41,774
Let go of me!

136
00:05:41,776 --> 00:05:42,975
Can't breathe!

137
00:05:42,977 --> 00:05:44,343
Gonna...

138
00:05:44,345 --> 00:05:46,712
Wait a minute.
New guy can breathe water?

139
00:05:46,714 --> 00:05:49,181
Oh, man,
are you gonna get it!

140
00:05:50,617 --> 00:05:51,951
Whoa! Oh!

141
00:05:51,953 --> 00:05:54,353
So, that does that.
What about...

142
00:05:57,224 --> 00:05:58,357
Ow!

143
00:05:59,993 --> 00:06:01,961
Okay, but what if I...

144
00:06:05,031 --> 00:06:08,367
Ha! Good luck trying
to escape that whirlpool!

145
00:06:10,503 --> 00:06:11,971
Whoa!

146
00:06:13,139 --> 00:06:14,373
[ Groans ]

147
00:06:16,543 --> 00:06:17,977
[ Roars ]

148
00:06:17,979 --> 00:06:19,712
[ People screaming ]

149
00:06:19,714 --> 00:06:22,514
[ Chomp, gulp, burp! ]

150
00:06:22,516 --> 00:06:26,151
Feeding complete!

151
00:06:29,022 --> 00:06:30,522
Ben!

152
00:06:30,524 --> 00:06:32,191
[ Coughing ]

153
00:06:32,193 --> 00:06:33,559
Where'd it go?

154
00:06:33,561 --> 00:06:36,161
It's heading upstream.

155
00:06:36,163 --> 00:06:37,396
Let's go!

156
00:06:38,331 --> 00:06:39,665
I can't believe it.

157
00:06:39,667 --> 00:06:42,201
I got totally schooled
by that frog-monster thing!

158
00:06:42,203 --> 00:06:44,837
Town ruined,
ancient monster awoken,

159
00:06:44,839 --> 00:06:48,340
all because
of my stupid Ben-tuition!

160
00:06:48,342 --> 00:06:51,010
I'm just glad
your safe now, cuz.

161
00:06:51,012 --> 00:06:52,511
Nobody's safe yet.

162
00:06:52,513 --> 00:06:54,847
Looks like this thing is headed
out to Lake Erie.

163
00:06:57,183 --> 00:07:00,185
You were right --
I do need a filter. Help me?

164
00:07:03,723 --> 00:07:05,891
Look!
I think it's hurt.

165
00:07:05,893 --> 00:07:07,993
[ Hisses ]

166
00:07:11,064 --> 00:07:14,900
Whoa! I don't believe it --
It's going down!

167
00:07:14,902 --> 00:07:17,369
It's history!
You did it, Ben!

168
00:07:17,371 --> 00:07:19,705
Yeah!
Whoo-hoo!

169
00:07:19,707 --> 00:07:21,440
Oh, yeah!
I'm the best!

170
00:07:21,442 --> 00:07:24,977
You can't stop this
'cause I bring it! Uh-huh!

171
00:07:26,046 --> 00:07:27,780
I wouldn't
celebrate yet.

172
00:07:27,782 --> 00:07:29,581
Why not?
It's not every day...

173
00:07:29,583 --> 00:07:31,417
I destroy...
a hydromander.

174
00:07:31,419 --> 00:07:34,320
It's not destroyed, Ben,
it's multiplying.

175
00:07:34,322 --> 00:07:35,955
Huh?!

176
00:07:35,957 --> 00:07:37,923
This must be
the other important thing

177
00:07:37,925 --> 00:07:40,259
it does when it
wakes up -- it replicates!

178
00:07:40,261 --> 00:07:41,560
Oh.

179
00:07:41,562 --> 00:07:44,596
[ All snarling ]

180
00:07:44,598 --> 00:07:46,665
Feed!

181
00:07:46,667 --> 00:07:48,133
Well, what should I do?

182
00:07:48,135 --> 00:07:51,136
Use someone you know
inside and out, like Heatblast!

183
00:07:51,138 --> 00:07:53,439
Okay, yes -- Heatblast.

184
00:07:53,441 --> 00:07:54,974
[ Beeping ]

185
00:07:57,277 --> 00:07:59,078
Hope you guys like
the classics,

186
00:07:59,080 --> 00:08:02,348
'cause here's a trusty,
old stand-by I like to call...

187
00:08:02,350 --> 00:08:03,282
fireball!

188
00:08:03,284 --> 00:08:04,616
[ Whack! ]

189
00:08:04,618 --> 00:08:05,584
[ Pop! ]

190
00:08:05,586 --> 00:08:07,419
And here's another one!

191
00:08:07,421 --> 00:08:11,256
It's...uh...
also called fireball!

192
00:08:11,258 --> 00:08:12,424
[ Whack! ]

193
00:08:12,426 --> 00:08:13,292
[ Pop! ]

194
00:08:13,294 --> 00:08:16,161
Okay, more classics coming up!

195
00:08:23,503 --> 00:08:25,270
There, that takes care of --

196
00:08:25,272 --> 00:08:26,538
Aah!

197
00:08:26,540 --> 00:08:29,775
Gwen, there's too many of them,
and not enough classics!

198
00:08:29,777 --> 00:08:30,709
[ Both hiss ]

199
00:08:30,711 --> 00:08:32,511
[ Whip! ]
[ Screams ]

200
00:08:32,513 --> 00:08:35,381
Ben, no!

201
00:08:35,383 --> 00:08:37,383
Attack!

202
00:08:41,821 --> 00:08:43,889
[ Gasps ]
Fire in water.

203
00:08:43,891 --> 00:08:45,324
Oh, I should have
thought of that!

204
00:08:45,326 --> 00:08:46,425
[ Gasps ]

205
00:08:50,663 --> 00:08:54,299
Quick! Pull me in!
Use the hook!

206
00:08:54,301 --> 00:08:55,634
[ Both grunting ]

207
00:08:55,636 --> 00:08:57,403
We can't get to it!

208
00:08:57,405 --> 00:08:58,637
They're all over us!

209
00:08:58,639 --> 00:09:00,472
Ben, use your Ben-tuition!

210
00:09:00,474 --> 00:09:01,807
Hyah!
[ Groans ]

211
00:09:01,809 --> 00:09:04,810
But that's what got me
in trouble!

212
00:09:04,812 --> 00:09:05,978
Ugh!

213
00:09:05,980 --> 00:09:07,479
Hyah!
No, it isn't.

214
00:09:07,481 --> 00:09:09,681
I got you in trouble
by making you doubt yourself.

215
00:09:09,683 --> 00:09:11,717
Your Ben-tuition
is perfectly...

216
00:09:11,719 --> 00:09:12,985
Ben-tuitive!

217
00:09:12,987 --> 00:09:14,753
Ugh, what am I saying?

218
00:09:14,755 --> 00:09:15,687
Hyah!

219
00:09:15,689 --> 00:09:17,322
Aah!

220
00:09:17,324 --> 00:09:18,257
Aaaah!

221
00:09:24,497 --> 00:09:27,566
Somebody order
an underwater beat-down?!

222
00:09:28,601 --> 00:09:30,502
I hate when they don't
own up to it.

223
00:09:30,504 --> 00:09:32,838
Let's do this!

224
00:09:32,840 --> 00:09:34,339
[ All hiss ]

225
00:09:35,575 --> 00:09:37,076
[ Shing! ]

226
00:09:40,847 --> 00:09:42,514
Yeah!

227
00:09:44,451 --> 00:09:46,685
[ Grunting ]

228
00:09:46,687 --> 00:09:48,487
[ Groans ]

229
00:09:50,056 --> 00:09:52,524
[ Gasps ]
They get weaker on land!

230
00:09:52,526 --> 00:09:53,859
That means...

231
00:09:53,861 --> 00:09:55,461
Stay still, you little...

232
00:09:55,463 --> 00:09:57,296
Ben, get them onto land!

233
00:09:57,298 --> 00:09:58,297
What?!

234
00:09:58,299 --> 00:10:01,033
Just do what you always do
in water!

235
00:10:01,035 --> 00:10:03,035
[ Gasps ] Really?!

236
00:10:03,037 --> 00:10:05,170
Oh, boy! Oh, boy! Oh, boy!

237
00:10:11,478 --> 00:10:14,446
Cannonball!

238
00:10:18,585 --> 00:10:22,054
Nothing can ruin
this beautiful moment.

239
00:10:22,056 --> 00:10:24,089
[ Both cream ]

240
00:10:24,091 --> 00:10:27,092
Lame. Lame!

241
00:10:27,094 --> 00:10:29,962
Aw, they're kind of cute
when they're out of water.

242
00:10:31,064 --> 00:10:32,631
Whoo! There.

243
00:10:34,901 --> 00:10:37,970
Ben, I owe you
an apology.

244
00:10:37,972 --> 00:10:39,438
If I hadn't
gotten in the way,

245
00:10:39,440 --> 00:10:41,273
your Ben-tuition would've
done just fine.

246
00:10:41,275 --> 00:10:43,242
It's okay.
Believe it or not,

247
00:10:43,244 --> 00:10:45,677
sometimes your filter is
kind of right.

248
00:10:45,679 --> 00:10:47,079
Thanks.

249
00:10:47,081 --> 00:10:48,981
We just have different ways
of doing things.

250
00:10:48,983 --> 00:10:50,516
My way is
to play it safe,

251
00:10:50,518 --> 00:10:52,584
and yours is
a fast and loose,

252
00:10:52,586 --> 00:10:54,586
by-the-seat-of-your-pants
approach.

253
00:10:54,588 --> 00:10:57,256
Cannonball!

254
00:10:58,858 --> 00:11:01,326
Did he really
just do that again?

255
00:11:04,164 --> 00:11:08,066
♪♪

256
00:11:15,675 --> 00:11:18,377
Time to throw stuff.