1 00:00:00,601 --> 00:00:02,601 ♪♪ 2 00:00:05,906 --> 00:00:07,272 ♪ Ben 10! ♪ 3 00:00:07,274 --> 00:00:09,241 ♪ Ben 10! ♪ 4 00:00:09,243 --> 00:00:10,509 ♪ Ben 10! ♪ 5 00:00:10,511 --> 00:00:11,510 ♪ Ben 10! ♪ 6 00:00:11,512 --> 00:00:12,677 ♪ Ben 10! ♪ 7 00:00:12,679 --> 00:00:13,878 ♪ Ben 10! ♪ 8 00:00:13,880 --> 00:00:15,748 ♪ Ben 10! ♪ 9 00:00:15,750 --> 00:00:17,383 ♪ Ben 10! ♪ 10 00:00:20,553 --> 00:00:23,288 [ Suspenseful music plays ] 11 00:00:23,290 --> 00:00:27,760 ♪♪ 12 00:00:27,762 --> 00:00:28,927 Now, if you could give me a lift 13 00:00:28,929 --> 00:00:30,128 to do a couple of adjustments 14 00:00:30,130 --> 00:00:31,163 to the main thruster, 15 00:00:31,165 --> 00:00:32,931 we'll be ready to head out. 16 00:00:32,933 --> 00:00:34,466 [ Whirring ] 17 00:00:34,468 --> 00:00:37,135 Whew! This baby's gonna need some more TLC 18 00:00:37,137 --> 00:00:39,804 before I feel good about crossing the Atlantic. 19 00:00:39,806 --> 00:00:41,740 Ben, can you get me a Phillips screwdriver? 20 00:00:41,742 --> 00:00:44,709 [ Zap! ] 21 00:00:44,711 --> 00:00:45,810 How about a hammer? 22 00:00:45,812 --> 00:00:47,512 [ Zap! ] 23 00:00:47,514 --> 00:00:49,514 [ Thudding ] 24 00:00:49,516 --> 00:00:50,949 7/16 socket wrench? 25 00:00:50,951 --> 00:00:52,985 [ Zap! ] 26 00:00:52,987 --> 00:00:54,453 Anh, close enough. 27 00:00:54,455 --> 00:00:56,321 [ Zap!] What do you expect? 28 00:00:56,323 --> 00:00:59,157 You lost me at 7/16. -How's it coming? 29 00:00:59,159 --> 00:01:00,725 Do we really have to go to Europe? 30 00:01:00,727 --> 00:01:03,195 I mean, are they gonna have milkshakes over there? 31 00:01:03,197 --> 00:01:04,496 What about video games? 32 00:01:04,498 --> 00:01:06,398 I have needs, you know?! 33 00:01:06,400 --> 00:01:08,300 Sounds like someone's a little homesick, 34 00:01:08,302 --> 00:01:10,202 and we haven't even left home yet. 35 00:01:10,204 --> 00:01:11,303 I'll tell you what: 36 00:01:11,305 --> 00:01:13,138 I saw a Biggie Box up the road. 37 00:01:13,140 --> 00:01:14,306 While I finish up here, 38 00:01:14,308 --> 00:01:15,674 why don't you two run to the store 39 00:01:15,676 --> 00:01:16,841 and see if there's any last-minute items 40 00:01:16,843 --> 00:01:18,210 you're gonna need for the trip? 41 00:01:18,212 --> 00:01:21,113 Ooh, right. I better get some backup Sumo Slammers. 42 00:01:21,115 --> 00:01:24,717 Who knows if they even have toys in Europe?! 43 00:01:24,719 --> 00:01:26,919 He has a lot to learn about the world. 44 00:01:26,921 --> 00:01:28,487 And socket wrenches. 45 00:01:28,489 --> 00:01:30,422 [ Rock flourish plays ] 46 00:01:30,424 --> 00:01:34,659 [ Melancholy tune plays ] 47 00:01:34,661 --> 00:01:35,994 I think you're worrying too much 48 00:01:35,996 --> 00:01:37,862 about leaving America, but, sometimes, 49 00:01:37,864 --> 00:01:39,664 you just gotta get out of your comfort zone 50 00:01:39,666 --> 00:01:41,700 and see what's out there. -But everything I like 51 00:01:41,702 --> 00:01:45,838 is here, like water, and trees. 52 00:01:45,840 --> 00:01:47,139 And that! 53 00:01:47,141 --> 00:01:48,607 [ Angelic choir sings ] That's the America 54 00:01:48,609 --> 00:01:51,176 I'm gonna miss. 55 00:01:51,178 --> 00:01:52,344 [ Sniffing ] 56 00:01:52,346 --> 00:01:55,780 Ah! You smell that? 57 00:01:55,782 --> 00:01:57,649 That's the smell of home. 58 00:01:57,651 --> 00:02:00,552 Now, if you need me, I'll be in my study. 59 00:02:00,554 --> 00:02:03,188 By that, I mean the Sumo Slammers aisle. 60 00:02:03,190 --> 00:02:05,290 -I know. -Great. 61 00:02:05,292 --> 00:02:07,692 Oh, Gwen! Could you grab a cart? 62 00:02:07,694 --> 00:02:10,395 [ Jaunty tune plays ] 63 00:02:10,397 --> 00:02:18,937 ♪♪ 64 00:02:18,939 --> 00:02:21,740 [ Laughing ] 65 00:02:21,742 --> 00:02:22,941 No. way. 66 00:02:22,943 --> 00:02:25,277 [ Sloop! ] 67 00:02:25,279 --> 00:02:27,546 [ Suspenseful music plays ] 68 00:02:27,548 --> 00:02:30,715 [ Eerie music climbs ] 69 00:02:30,717 --> 00:02:31,750 [ Clattering ] 70 00:02:31,752 --> 00:02:33,251 [ Hurrying footsteps ] 71 00:02:33,253 --> 00:02:34,386 Hey, did that kid just...? 72 00:02:34,388 --> 00:02:35,620 That's no kid. 73 00:02:35,622 --> 00:02:37,556 That's Kevin. 74 00:02:37,558 --> 00:02:39,491 Kevin is the reason I didn't eat lunch 75 00:02:39,493 --> 00:02:41,760 for 3 months in the fourth grade. 76 00:02:41,762 --> 00:02:43,628 He's the reason for my irrational fear 77 00:02:43,630 --> 00:02:45,097 of public bathrooms. 78 00:02:45,099 --> 00:02:46,799 He was in the grade ahead of me 79 00:02:46,801 --> 00:02:48,533 and he never missed an opportunity 80 00:02:48,535 --> 00:02:50,669 to humiliate me. 81 00:02:50,671 --> 00:02:52,905 In the halls. 82 00:02:52,907 --> 00:02:54,907 Whoa! [ Bell rings ] 83 00:02:54,909 --> 00:02:55,840 During lunch. 84 00:02:55,842 --> 00:03:00,178 [ Sinister music plays ] 85 00:03:00,180 --> 00:03:01,079 Blech! 86 00:03:01,081 --> 00:03:03,315 At the library. 87 00:03:03,317 --> 00:03:05,384 [ Ding! ] Aaaaaaaaaaaaaaaaah! 88 00:03:05,386 --> 00:03:08,353 ♪♪ 89 00:03:08,355 --> 00:03:09,722 Or going to the bathroom. 90 00:03:09,724 --> 00:03:12,657 [ Laughs maliciously ] 91 00:03:12,659 --> 00:03:14,359 [ Thump! ] -Ow! 92 00:03:14,361 --> 00:03:15,660 That's awful! 93 00:03:15,662 --> 00:03:17,129 What are the odds that he'd show up here? 94 00:03:17,131 --> 00:03:19,097 I don't know, but the odds are good 95 00:03:19,099 --> 00:03:20,799 that I'm gonna get even with him. 96 00:03:20,801 --> 00:03:22,901 -I really don't -- -Hold that thought. 97 00:03:24,304 --> 00:03:26,538 ♪♪ 98 00:03:26,540 --> 00:03:27,740 [ Laughs maliciously ] 99 00:03:27,742 --> 00:03:29,441 It's the little things in life. 100 00:03:29,443 --> 00:03:31,176 [ Whistle ] 101 00:03:31,178 --> 00:03:33,512 I think this stinker finally needs a taste 102 00:03:33,514 --> 00:03:35,247 of his own medicine. 103 00:03:35,249 --> 00:03:36,348 [ Adventure music plays ] 104 00:03:36,350 --> 00:03:37,549 [ Zap! ] 105 00:03:37,551 --> 00:03:41,086 ♪♪ 106 00:03:41,088 --> 00:03:43,055 [ Sproing! ] 107 00:03:43,057 --> 00:03:44,356 ♪♪ 108 00:03:44,358 --> 00:03:47,125 [ Resonating ] 109 00:03:47,127 --> 00:03:49,294 [ Snap! ] 110 00:03:49,296 --> 00:03:51,163 [ Fluttering ] 111 00:03:51,165 --> 00:03:54,999 Hey, Kev. Look who's got the power now. 112 00:03:55,001 --> 00:03:57,302 Let's see if you think this is funny. 113 00:03:57,304 --> 00:03:58,771 [ Zap! ] -Huh! Hyuh! 114 00:03:58,773 --> 00:04:01,373 Well, well, well. How you doin', old buddy? 115 00:04:01,375 --> 00:04:02,741 It's been a while. 116 00:04:02,743 --> 00:04:05,243 I like the new look, especially the designer. 117 00:04:05,245 --> 00:04:07,512 [ Suspenseful music plays ] 118 00:04:07,514 --> 00:04:09,081 Another Omnitrix?! 119 00:04:09,083 --> 00:04:10,249 [ Beep ] 120 00:04:10,251 --> 00:04:16,488 ♪♪ 121 00:04:16,490 --> 00:04:19,892 [ Whirring ] 122 00:04:19,894 --> 00:04:23,027 Cool. This thing was made for fun. 123 00:04:23,029 --> 00:04:24,363 Let's dance! 124 00:04:24,365 --> 00:04:25,530 [ Footsteps thumping ] 125 00:04:25,532 --> 00:04:27,966 Oh! -Aah! 126 00:04:27,968 --> 00:04:30,135 Oh, come on, you big chicken, 127 00:04:30,137 --> 00:04:31,804 or whatever you are. 128 00:04:31,806 --> 00:04:33,838 The name's Stinkfly. 129 00:04:33,840 --> 00:04:36,008 What?! Seriously, Stinkfly? 130 00:04:36,010 --> 00:04:39,611 [laughs] Only you, man. 131 00:04:39,613 --> 00:04:41,980 I guess I could call myself Barf-fly. 132 00:04:41,982 --> 00:04:44,149 Blagh! [laughs maliciously] 133 00:04:44,151 --> 00:04:45,750 You got me pretty good there. 134 00:04:45,752 --> 00:04:46,819 My turn! 135 00:04:46,821 --> 00:04:48,620 Whoa! No need to -- 136 00:04:48,622 --> 00:04:53,926 ♪♪ 137 00:04:53,928 --> 00:04:56,729 Seriously? How long have you had an Omnitrix? 138 00:04:56,731 --> 00:04:58,931 'Cause you seem a little out of practice. 139 00:04:58,933 --> 00:05:01,666 Okay. I admit I haven't had it long. 140 00:05:01,668 --> 00:05:03,802 A few nights ago, I had this crazy dream. 141 00:05:03,804 --> 00:05:05,370 It was so vivid. 142 00:05:05,372 --> 00:05:06,939 [ Suspenseful music plays ] 143 00:05:06,941 --> 00:05:10,943 I had to jot down what it showed me. 144 00:05:10,945 --> 00:05:14,679 They were plans, designs, blueprints! 145 00:05:14,681 --> 00:05:16,548 No way I wasn't gonna build it. 146 00:05:16,550 --> 00:05:18,150 I wasn't even sure what it was for, 147 00:05:18,152 --> 00:05:20,118 but it didn't take long to figure out 148 00:05:20,120 --> 00:05:23,088 and, with a few minor modifications of my own, 149 00:05:23,090 --> 00:05:25,890 I got something pretty awesome. 150 00:05:25,892 --> 00:05:28,893 What do you mean, a few minor modifications? 151 00:05:28,895 --> 00:05:30,529 Here, let me show ya! 152 00:05:30,531 --> 00:05:32,997 Uh! Real matu-- Uh! 153 00:05:32,999 --> 00:05:35,233 -Aah! -You've gotta get out of here. 154 00:05:35,235 --> 00:05:40,739 ♪♪ 155 00:05:40,741 --> 00:05:43,308 Your modifications seem a bit glitchy. 156 00:05:43,310 --> 00:05:46,078 Whatever. I know better than some stupid dream. 157 00:05:46,080 --> 00:05:49,414 I just need time to get used to the upgrades. 158 00:05:49,416 --> 00:05:51,483 Oh! Uh-oh, gotta fly. 159 00:05:51,485 --> 00:05:52,817 [ Alert warbling ] 160 00:05:52,819 --> 00:05:54,386 Aw, man! [Zap!] 161 00:05:54,388 --> 00:05:56,020 [ Crying out ] 162 00:05:56,022 --> 00:05:57,589 Uahh! 163 00:05:57,591 --> 00:06:01,326 I think you might be due for some minor modifications. 164 00:06:01,328 --> 00:06:04,129 Aw, did somebody's powers go bye-bye? 165 00:06:04,131 --> 00:06:06,098 [ Panting ] 166 00:06:06,100 --> 00:06:07,499 [ Whirring ] 167 00:06:07,501 --> 00:06:10,302 Huah! 168 00:06:10,304 --> 00:06:12,705 Ben, you're wrecking the whole store! 169 00:06:12,707 --> 00:06:14,339 I'm not doing the wrecking! 170 00:06:14,341 --> 00:06:16,941 I'm just waiting for the Omnitrix to recharge. 171 00:06:16,943 --> 00:06:18,010 Well, you need to figure out a way 172 00:06:18,012 --> 00:06:19,478 to lure him out of here. 173 00:06:19,480 --> 00:06:23,015 Aah! 174 00:06:23,017 --> 00:06:24,383 Aha! 175 00:06:24,385 --> 00:06:25,884 There you are, Tennyson. 176 00:06:25,886 --> 00:06:27,952 Now, let's have some real fun. 177 00:06:27,954 --> 00:06:30,122 Lure him out? Should be easy. 178 00:06:30,124 --> 00:06:32,324 ♪♪ 179 00:06:32,326 --> 00:06:33,792 Huahh! 180 00:06:33,794 --> 00:06:35,293 Oh! Ow! 181 00:06:35,295 --> 00:06:37,362 Gotta find a place to lay low for a bit. 182 00:06:37,364 --> 00:06:40,899 ♪♪ 183 00:06:40,901 --> 00:06:42,134 That should work. 184 00:06:42,136 --> 00:06:43,201 ♪♪ 185 00:06:43,203 --> 00:06:44,336 Whoa! 186 00:06:44,338 --> 00:06:51,676 ♪♪ 187 00:06:51,678 --> 00:06:53,678 ♪♪ 188 00:06:53,680 --> 00:06:55,213 Phew! 189 00:06:55,215 --> 00:07:02,054 [ Tender, sparkly lullaby plays ] 190 00:07:02,056 --> 00:07:04,989 I bet you're wondering. [ Warbling ] 191 00:07:04,991 --> 00:07:06,525 Hey! That's a new one. 192 00:07:06,527 --> 00:07:07,992 [ Zap! ] 193 00:07:07,994 --> 00:07:10,695 [ Adventure music plays ] 194 00:07:10,697 --> 00:07:16,568 ♪♪ 195 00:07:16,570 --> 00:07:18,771 [ Resonating ] 196 00:07:18,773 --> 00:07:22,807 [ Roaring ] 197 00:07:22,809 --> 00:07:26,111 Whoa-oa-oa! This is awesome! 198 00:07:26,113 --> 00:07:29,247 I'll call this one Giganti-gecko. 199 00:07:29,249 --> 00:07:30,883 No. That's no good. [gasp!] 200 00:07:30,885 --> 00:07:33,385 Iguana Monster! 201 00:07:33,387 --> 00:07:34,719 No. That's weak. 202 00:07:34,721 --> 00:07:36,088 Roar Thing! 203 00:07:36,090 --> 00:07:39,858 Oh. Oh, maybe Mega Stega-dude! 204 00:07:39,860 --> 00:07:42,961 [ Pop! ] Humungousaur. 205 00:07:42,963 --> 00:07:48,833 Works for me. Thanks, kid! 206 00:07:48,835 --> 00:07:50,502 Whoa! 207 00:07:50,504 --> 00:07:51,770 [ Clang! ] 208 00:07:51,772 --> 00:07:53,372 Oops! 209 00:07:53,374 --> 00:07:54,773 Uh-oh. 210 00:07:54,775 --> 00:07:56,408 [ Resonating ] 211 00:07:56,410 --> 00:07:58,477 Whah! Ohh. 212 00:07:58,479 --> 00:08:00,312 This is gonna take some getting used to. 213 00:08:00,314 --> 00:08:01,580 Aaagh! 214 00:08:01,582 --> 00:08:04,849 Batter up! 215 00:08:04,851 --> 00:08:06,084 [ Laughs ] 216 00:08:06,086 --> 00:08:07,686 Okay. The tail can stay. 217 00:08:07,688 --> 00:08:10,755 [ Suspenseful music plays ] 218 00:08:10,757 --> 00:08:13,425 How far did he go? 219 00:08:13,427 --> 00:08:14,793 All right, Kev! 220 00:08:14,795 --> 00:08:16,361 Where are you at, buddy? 221 00:08:16,363 --> 00:08:18,731 Comin' atcha! 222 00:08:18,733 --> 00:08:20,399 [ Grunting ] 223 00:08:20,401 --> 00:08:22,501 [ Whimsical tune plays ] [echoing] Cleanup. 224 00:08:22,503 --> 00:08:23,968 cleanup on aisles 14, 15, 225 00:08:23,970 --> 00:08:25,604 16, 17. 226 00:08:25,606 --> 00:08:27,005 Ahh! 227 00:08:27,007 --> 00:08:29,474 And... aisles 22, 23, 228 00:08:29,476 --> 00:08:31,543 and 24. 229 00:08:31,545 --> 00:08:33,311 [ Glass shattering ] Ohh! 230 00:08:33,313 --> 00:08:36,248 Uhh! You ready to go again, kid? 231 00:08:36,250 --> 00:08:38,617 Grr! 232 00:08:38,619 --> 00:08:40,785 [Growl] Eww. 233 00:08:40,787 --> 00:08:43,488 [ Whirring ] 234 00:08:43,490 --> 00:08:44,623 [ Grunting ] 235 00:08:44,625 --> 00:08:45,557 [ Glass shattering ] Oh! 236 00:08:45,559 --> 00:08:46,992 -Arrrrhhhh! -Ooh! 237 00:08:49,430 --> 00:08:50,896 Ben! [grunts] 238 00:08:52,566 --> 00:08:56,401 [ Whimsical tune plays ] 239 00:08:56,403 --> 00:08:57,035 I quit. 240 00:08:57,037 --> 00:08:59,003 [ Both crying out ] 241 00:08:59,005 --> 00:09:00,705 [ Suspenseful music plays ] 242 00:09:00,707 --> 00:09:02,240 Ahhhhh.... 243 00:09:02,242 --> 00:09:03,375 uhhh! 244 00:09:03,377 --> 00:09:04,643 Whoa! Ugh! 245 00:09:04,645 --> 00:09:06,244 Huh? 246 00:09:06,246 --> 00:09:09,714 If I'm goin' down, you're coming with me! 247 00:09:09,716 --> 00:09:11,183 Oh, no! 248 00:09:11,185 --> 00:09:14,018 ♪♪ 249 00:09:14,020 --> 00:09:15,954 Not so fast, freak. Uh! 250 00:09:15,956 --> 00:09:17,990 ♪♪ 251 00:09:17,992 --> 00:09:20,024 [ Alert beeping ] 252 00:09:20,026 --> 00:09:22,561 Oh, not now. I need the muscle. 253 00:09:22,563 --> 00:09:25,263 I gotta beat him, somehow, before I time out! 254 00:09:25,265 --> 00:09:28,133 [ Grunting ] 255 00:09:28,135 --> 00:09:29,702 [ Beeping continues ] 256 00:09:29,704 --> 00:09:31,603 Ben, just let it time out! 257 00:09:31,605 --> 00:09:34,573 But I can't beat this guy without my powers! 258 00:09:34,575 --> 00:09:35,708 Trust me! 259 00:09:35,710 --> 00:09:37,609 It's the only way to win this! 260 00:09:37,611 --> 00:09:39,411 [ Beeping continues ] 261 00:09:39,413 --> 00:09:40,679 Come on, loser. 262 00:09:40,681 --> 00:09:43,215 I'm just getting started, having my fun with you. 263 00:09:43,217 --> 00:09:45,217 Well, I'm done having fun. 264 00:09:45,219 --> 00:09:48,020 [ Zap! ] 265 00:09:48,022 --> 00:09:51,556 Not cool, Tennyso-o-o-o-n! 266 00:09:51,558 --> 00:09:52,624 Unh! 267 00:09:52,626 --> 00:09:56,395 [ Adventure music plays ] 268 00:09:56,397 --> 00:09:58,597 This isn't over! 269 00:09:58,599 --> 00:09:59,932 I'll be back! 270 00:09:59,934 --> 00:10:03,035 [glug-glug] I'll be ba-a-a-ck! 271 00:10:05,972 --> 00:10:07,406 [ Ding! ] 272 00:10:07,408 --> 00:10:08,974 Come on, kids. We gotta go. 273 00:10:10,711 --> 00:10:11,910 Did you get what you need? 274 00:10:11,912 --> 00:10:13,212 Both: Yep. 275 00:10:16,550 --> 00:10:18,751 [ Whirring ] 276 00:10:18,753 --> 00:10:21,653 [ Rotors whirring ] 277 00:10:21,655 --> 00:10:23,155 [ Warbling ] 278 00:10:23,157 --> 00:10:25,590 [ Smooth jazz plays ] 279 00:10:25,592 --> 00:10:27,125 Next stop: Europe. 280 00:10:27,127 --> 00:10:28,661 Are you ready for this, Ben? 281 00:10:28,663 --> 00:10:30,629 Yeah. I believe I am. 282 00:10:30,631 --> 00:10:32,997 However, I have a feeling that this won't be 283 00:10:32,999 --> 00:10:34,967 the last we're gonna see of good old Kevin. 284 00:10:34,969 --> 00:10:40,272 ♪♪ 285 00:10:40,274 --> 00:10:42,641 Unh! 286 00:10:42,643 --> 00:10:44,743 [ Warble ] 287 00:10:44,745 --> 00:10:46,010 [ Resonating ] 288 00:10:46,012 --> 00:10:47,612 [ Sinister music plays ] 289 00:10:47,614 --> 00:10:51,316 [ Whirring ] 290 00:10:51,318 --> 00:10:54,453 Hmm, interesting. 291 00:10:54,455 --> 00:10:56,955 I may have found an even better candidate 292 00:10:56,957 --> 00:10:58,523 than Tennyson. 293 00:10:58,525 --> 00:10:59,958 ♪♪ 294 00:11:01,994 --> 00:11:10,668 ♪♪ 295 00:11:10,670 --> 00:11:13,672 ♪♪ 296 00:11:14,674 --> 00:11:15,908 [ Sloop! ]