1
00:00:15,440 --> 00:00:16,439
That's unsettling.

2
00:00:18,180 --> 00:00:19,180
What is it?

3
00:00:19,500 --> 00:00:21,280
I'm very sorry to bother you, Azmuth.

4
00:00:21,520 --> 00:00:22,760
And yet, here you are.

5
00:00:23,040 --> 00:00:27,220
Yes, well, it's the arachnid shim DNA
stored in the codon stream. I've

6
00:00:27,220 --> 00:00:29,440
some sort of degradation in the genetic
pattern.

7
00:00:30,040 --> 00:00:34,960
Eunice, I put you on Primus precisely so
I wouldn't have to deal with these

8
00:00:34,960 --> 00:00:36,560
mundane trivialities.

9
00:00:37,020 --> 00:00:41,620
Send some politicus biopsis out for a
fresh sample and stop pestering me.

10
00:00:42,840 --> 00:00:44,280
Stop pestering me.

11
00:00:58,640 --> 00:01:00,700
The Volidicus biopsis should have been
back by now.

12
00:01:01,060 --> 00:01:02,420
I better tell Asmuth.

13
00:01:04,160 --> 00:01:07,340
No, I guess these mundane trivialities
are my job.

14
00:02:09,889 --> 00:02:12,630
Mizar, Al -Qaeda, Arcturus.

15
00:02:13,170 --> 00:02:14,490
Isn't Lawoda near there?

16
00:02:14,830 --> 00:02:16,630
Uh, closer to Denebula.

17
00:02:18,870 --> 00:02:24,790
Hey, you guys realize it's been two days
since anyone tried to kill me, arrest

18
00:02:24,790 --> 00:02:26,830
me, or ask me for an autograph?

19
00:02:27,270 --> 00:02:29,730
Then let me apologize in advance for my
timing.

20
00:02:31,770 --> 00:02:32,850
Well, well, well.

21
00:02:33,050 --> 00:02:35,710
If it isn't the con artist formerly
known as Prince.

22
00:02:36,370 --> 00:02:38,030
Simeon? Wait!

23
00:02:38,490 --> 00:02:43,630
I can certainly understand your ire. You
lied to us, Simeon. Used us and sold us

24
00:02:43,630 --> 00:02:49,410
out to the Highbreed. And I'm sorry, but
things have changed. And now I have no

25
00:02:49,410 --> 00:02:54,590
choice but to humbly beg for your help.
Oh, great Ben Tennyson, hero to all

26
00:02:54,590 --> 00:02:55,590
worlds.

27
00:02:56,630 --> 00:02:58,670
Oh, this is gonna be good.

28
00:02:58,970 --> 00:03:02,710
The Highbreed weren't exactly pleased
when you caught on to my little

29
00:03:02,710 --> 00:03:06,440
before. You mean when you tried to trick
us into taking out the plumber's

30
00:03:06,440 --> 00:03:09,860
communication system so Earth would be
defenseless against the alien invasion?

31
00:03:11,280 --> 00:03:12,760
Yeah, that's the one.

32
00:03:14,200 --> 00:03:18,660
I was able to distract them long enough
to escape, taking along a few valuables

33
00:03:18,660 --> 00:03:20,260
to compensate me for my troubles.

34
00:03:32,160 --> 00:03:33,320
I filled a...

35
00:03:33,550 --> 00:03:38,810
certain item to a powerful client named
Mizaru, a collector of unusual animals.

36
00:03:39,070 --> 00:03:43,930
Honestly, I was only trying to make a
fair profit. I had no idea this would

37
00:03:43,930 --> 00:03:44,930
happen.

38
00:04:01,770 --> 00:04:05,230
Are you telling me you willingly brought
a Xenocyte to your homeworld and turned

39
00:04:05,230 --> 00:04:06,490
it loose on some crime boss?

40
00:04:06,850 --> 00:04:09,010
I didn't turn it loose. He did.

41
00:04:09,210 --> 00:04:13,070
And now the DNAliens are spreading all
over. In a few days, there won't be a

42
00:04:13,070 --> 00:04:15,630
single unaffected arachnochimp left on
the planet.

43
00:04:15,870 --> 00:04:18,230
I... I need your help.

44
00:04:19,529 --> 00:04:21,890
Not buying it. Nobody's that stupid.

45
00:04:22,610 --> 00:04:25,270
Maybe. But can we really take that
chance?

46
00:04:25,610 --> 00:04:29,110
A whole planet full of innocent
arachnochimps turned into mutant

47
00:04:29,950 --> 00:04:31,350
It won't hurt to check it out.

48
00:04:31,690 --> 00:04:34,490
If he's telling the truth, we need to do
something about it.

49
00:04:35,050 --> 00:04:36,710
And if it's just another con?

50
00:04:37,370 --> 00:04:38,370
Then he's all yours.

51
00:04:44,970 --> 00:04:46,690
There's some EM interference up ahead.

52
00:04:47,150 --> 00:04:48,510
Don't lose sight of Simeon's ship.

53
00:04:48,850 --> 00:04:52,430
Don't worry. I've got all our weapons
locked on him in case he tries anything.

54
00:04:53,050 --> 00:04:54,970
That's not really what I meant, but
okay.

55
00:04:56,110 --> 00:04:57,110
Look what I found.

56
00:04:57,470 --> 00:05:00,330
The genetic repair guns we used to cure
the DNAliens back on Earth.

57
00:05:00,710 --> 00:05:02,530
Good thing we held on to these bad boys.

58
00:05:02,950 --> 00:05:05,350
I just hope we have enough ammo to cure
a whole planet.

59
00:05:05,670 --> 00:05:09,210
We should go in cloaked. The DNAliens
have already taken over the planetary

60
00:05:09,210 --> 00:05:10,210
defense grid.

61
00:05:27,820 --> 00:05:29,660
Sure gets dark fast around here.

62
00:05:31,120 --> 00:05:33,380
The forest is always dark below the
canopy.

63
00:05:33,660 --> 00:05:35,220
Not much heat either, huh?

64
00:05:35,620 --> 00:05:36,680
That's not normal.

65
00:05:36,940 --> 00:05:38,400
It certainly never snows here.

66
00:05:38,700 --> 00:05:39,880
Probably weather machines.

67
00:05:40,260 --> 00:05:41,680
The Dianalians like it cold.

68
00:05:42,140 --> 00:05:43,500
Mizarro's palace is this way.

69
00:05:49,080 --> 00:05:51,500
Hold up. The Ultimatrix is detecting a
signal.

70
00:05:52,260 --> 00:05:53,260
Dianalians?

71
00:05:57,730 --> 00:05:58,730
Unitrix?

72
00:05:58,990 --> 00:05:59,990
Eunice is here?

73
00:06:00,530 --> 00:06:01,810
All right, monkey boy.

74
00:06:02,090 --> 00:06:06,050
Spill. I don't know. And if it doesn't
have anything to do with saving this

75
00:06:06,050 --> 00:06:07,070
planet, I don't care.

76
00:06:08,150 --> 00:06:09,170
That's where we differ.

77
00:06:09,550 --> 00:06:11,890
Before we do anything else, we're going
to find Eunice.

78
00:06:12,530 --> 00:06:14,270
Matrix core detected in range.

79
00:06:14,670 --> 00:06:16,150
Version code Unitrix.

80
00:06:16,510 --> 00:06:17,510
This way.

81
00:06:26,660 --> 00:06:28,660
system. I don't get it.

82
00:06:28,960 --> 00:06:30,180
It says she's right here.

83
00:06:31,060 --> 00:06:32,420
Directions are different in the trees.

84
00:06:32,640 --> 00:06:34,040
You're thinking in two dimensions.

85
00:06:34,380 --> 00:06:35,380
Look out!

86
00:06:41,720 --> 00:06:43,320
There's something you don't see every
day.

87
00:06:43,540 --> 00:06:44,540
Unless you're us.

88
00:06:44,940 --> 00:06:48,560
Still doesn't prove Simeon's on the up
and up. Gotta be a trap.

89
00:06:54,350 --> 00:06:56,030
The genetic repair guns aren't working.

90
00:06:57,930 --> 00:06:58,930
You think?

91
00:07:07,250 --> 00:07:09,290
Forget it, Nevin. Those things are
useless.

92
00:07:10,010 --> 00:07:11,470
For shooting, maybe.

93
00:07:18,210 --> 00:07:20,630
Ultimatrix, revert DNA lens to arachnid
chimp.

94
00:07:21,190 --> 00:07:23,030
Insufficient power for this operation.

95
00:07:23,660 --> 00:07:27,160
What? Uh, repair genetic damage to
arachnid chimps.

96
00:07:27,620 --> 00:07:29,400
Insufficient power for this operation.

97
00:07:33,200 --> 00:07:35,100
They're not taking me without a fight.

98
00:07:35,540 --> 00:07:36,540
Nowhere to run, huh?

99
00:07:36,880 --> 00:07:39,340
Sometimes a chimp gets cornered. What
can you do?

100
00:07:46,500 --> 00:07:48,360
Man, I missed my old Omnitrix.

101
00:07:49,100 --> 00:07:50,680
Got enough power for this?

102
00:08:06,070 --> 00:08:08,190
Parallel signal interference detected.

103
00:08:08,570 --> 00:08:12,190
Ultimatrix resetting. Are you kidding?
No bars?

104
00:08:12,750 --> 00:08:18,210
Cancel. Unreset. I mean, Ultimatrix
abort reset. Code 10.

105
00:08:22,860 --> 00:08:23,900
Stupid Ultimatrix!

106
00:08:28,820 --> 00:08:33,059
Come on, come on, come on!

107
00:08:33,320 --> 00:08:34,700
What interference? From where?

108
00:08:38,480 --> 00:08:39,480
Unit?

109
00:08:46,920 --> 00:08:49,060
Ben! Am I glad to see you.

110
00:08:49,500 --> 00:08:50,500
Me too.

111
00:08:50,780 --> 00:08:53,480
Except that your Unimatrix is
interfering with my Ultimatrix.

112
00:08:53,820 --> 00:08:55,940
If you're absorbing powers, I can't
change.

113
00:08:56,320 --> 00:08:57,320
Never change.

114
00:09:10,520 --> 00:09:13,160
You get Kevin, I'll grab Ben. We don't
have much time.

115
00:09:18,920 --> 00:09:19,920
Wait, Eunice, wait!

116
00:09:31,080 --> 00:09:33,560
Chop, chop, choppity, chop. I told you
guys.

117
00:09:44,100 --> 00:09:50,300
What was that?

118
00:09:51,020 --> 00:09:52,020
Root shark.

119
00:09:52,140 --> 00:09:56,120
All the activity up here attracted it.
Like almost every predator on this

120
00:09:56,120 --> 00:09:59,980
planet, they consider arachnid chimps to
be a delicacy. That's why we keep to

121
00:09:59,980 --> 00:10:00,980
the treetop.

122
00:10:04,360 --> 00:10:06,360
How come you fight so much like an
arachnochimp?

123
00:10:06,780 --> 00:10:08,080
Because I'm a unitrix.

124
00:10:08,320 --> 00:10:10,860
I can take on the powers of whatever
creatures are near me.

125
00:10:11,240 --> 00:10:12,640
Like a living omnitrix.

126
00:10:13,060 --> 00:10:16,120
Now he's trying to figure out how much
he could get if he sold you.

127
00:10:16,900 --> 00:10:17,900
Follow me.

128
00:10:22,480 --> 00:10:23,700
Eunice, thank goodness you're back.

129
00:10:24,260 --> 00:10:25,760
This is Hapler and his family.

130
00:10:26,200 --> 00:10:29,980
Other than your friend here, they're the
only unaffected arachnochimps I've seen

131
00:10:29,980 --> 00:10:30,980
in days.

132
00:10:31,020 --> 00:10:34,320
I came here to investigate
irregularities with the arachnid chip

133
00:10:34,320 --> 00:10:35,580
codon stream on Primus.

134
00:10:35,880 --> 00:10:38,980
But as soon as I got near the planet, my
ship was blasted out of the sky.

135
00:10:40,000 --> 00:10:42,980
I didn't even have time to grab my
equipment before I was captured.

136
00:10:43,200 --> 00:10:47,020
The DNA -alien arachnid chips brought me
and what was left of my ship to their

137
00:10:47,020 --> 00:10:48,200
leader, Mizaru.

138
00:10:49,600 --> 00:10:53,420
Mizaru didn't know me, but he recognized
my ship as Galvan and decided to hold

139
00:10:53,420 --> 00:10:54,399
me for ransom.

140
00:10:54,400 --> 00:10:57,640
I had to get out of there and try to
save the rest of the arachnid chips from

141
00:10:57,640 --> 00:10:58,640
pending extinction.

142
00:11:01,360 --> 00:11:02,640
I've been on the run ever since.

143
00:11:03,140 --> 00:11:06,760
I met Happler a short time later, and
I've been helping his family to hide and

144
00:11:06,760 --> 00:11:08,640
find food, but we can't hold out
forever.

145
00:11:09,300 --> 00:11:11,960
They may very well already be the last
of their kind.

146
00:11:12,580 --> 00:11:15,000
We came to help, but I'm not sure how.

147
00:11:15,240 --> 00:11:17,680
The DNA repair guns we brought from
Earth didn't work.

148
00:11:18,020 --> 00:11:20,360
Those guns were built to restore human
DNA.

149
00:11:20,920 --> 00:11:23,020
Naturally, they have no effect on
arachnotyms.

150
00:11:23,920 --> 00:11:28,660
Naturally? As for the Ultimatrix, Asmus
gave me a one -way subspace connection

151
00:11:28,660 --> 00:11:30,780
to Primus so I can upload DNA samples.

152
00:11:31,439 --> 00:11:32,700
Parallel signal interference.

153
00:11:33,240 --> 00:11:34,820
That's why your powers aren't working.

154
00:11:35,320 --> 00:11:37,160
Oh, I'll shut it off.

155
00:11:39,260 --> 00:11:42,420
Link to Primus re -established. All
functions available.

156
00:11:43,100 --> 00:11:44,340
That's more like it.

157
00:11:44,620 --> 00:11:46,920
Now I can cure the DNA -alien
arachnochimps.

158
00:11:47,220 --> 00:11:49,820
No. The Ultimatrix doesn't have that
capability.

159
00:11:50,120 --> 00:11:52,040
But the equipment in my ship does.

160
00:11:52,720 --> 00:11:56,340
Then what are we waiting for? We go to
your ship, zap all the mutant monkeys

161
00:11:56,340 --> 00:11:58,660
back to normal, and we're home in time
for dinner.

162
00:11:59,340 --> 00:12:00,800
I was hoping you'd say that.

163
00:12:01,360 --> 00:12:02,319
Come, Hapler.

164
00:12:02,320 --> 00:12:03,320
It's time.

165
00:12:05,460 --> 00:12:07,160
Wait, why does he have to go?

166
00:12:07,480 --> 00:12:10,500
Because I need an original DNA sample
for my equipment to work.

167
00:12:10,720 --> 00:12:11,720
Hapler volunteered.

168
00:12:13,400 --> 00:12:14,980
You stay with your family, Hapler.

169
00:12:15,260 --> 00:12:17,280
This mess is partly my fault anyway.

170
00:12:17,880 --> 00:12:20,220
Partly? I'll provide the DNA sample.

171
00:12:20,520 --> 00:12:21,520
Let's get going.

172
00:12:32,560 --> 00:12:33,940
I don't like the look of those guards.

173
00:12:34,480 --> 00:12:36,720
Hideous mutation will do that to a
monkey.

174
00:12:37,000 --> 00:12:41,760
Ben Tennyson, come forth and face me.

175
00:12:43,020 --> 00:12:44,660
How does he know I'm here?

176
00:12:45,180 --> 00:12:48,000
Relax, he's bluffing. No way he could
know.

177
00:12:48,280 --> 00:12:51,100
I know you are here, Ben Tennyson.

178
00:12:51,680 --> 00:12:54,100
Haplor told us you were coming.

179
00:12:54,780 --> 00:12:55,780
No.

180
00:12:56,380 --> 00:13:02,420
Surrender. All of you will watch Hapro's
family become one with my D .N.

181
00:13:02,640 --> 00:13:03,760
alien army.

182
00:13:07,960 --> 00:13:09,280
Leave them alone!

183
00:13:10,220 --> 00:13:11,740
And the others?

184
00:13:12,200 --> 00:13:14,220
Yeah, yeah, we're here too.

185
00:13:14,660 --> 00:13:16,220
Now let them go!

186
00:13:16,480 --> 00:13:18,900
What a noble sacrifice.

187
00:13:19,960 --> 00:13:26,080
It's a pity that sniveling coward Simeon
isn't here to witness this. The end.

188
00:13:26,590 --> 00:13:29,010
of the remainder of our kind.

189
00:13:29,450 --> 00:13:33,110
After all, he's the one who made it all
possible.

190
00:13:33,490 --> 00:13:39,390
He's the one who granted me unlimited
power over this entire planet.

191
00:13:48,510 --> 00:13:49,890
We had a deal.

192
00:13:50,310 --> 00:13:52,950
What possible reason could I have?

193
00:13:53,340 --> 00:13:56,240
For keeping a bargain with you, Ben
Tennyson.

194
00:13:56,740 --> 00:13:58,700
I hold all the power.

195
00:13:59,340 --> 00:14:01,580
You have nothing.

196
00:14:01,880 --> 00:14:03,180
I have this.

197
00:14:04,560 --> 00:14:05,560
Fire!

198
00:14:11,540 --> 00:14:17,140
Stop it, Ben! You'll burn the whole
forest down!

199
00:14:17,480 --> 00:14:20,100
Okay, then. We'll go green.

200
00:15:07,790 --> 00:15:09,750
So glad you could join us.

201
00:15:18,910 --> 00:15:21,290
Kevin! You've got to save Simeon!

202
00:15:21,510 --> 00:15:22,530
Are you kidding?

203
00:15:22,810 --> 00:15:25,850
We need his DNA. He's the only arachnid
chimp left.

204
00:15:29,950 --> 00:15:34,790
Thank you.

205
00:15:35,650 --> 00:15:39,750
Don't. Once we don't need your DNA
anymore, you're on your own, dude.

206
00:15:55,590 --> 00:16:00,130
This is either genius or the worst idea
I've ever had.

207
00:16:09,650 --> 00:16:11,630
Unit. Ultimatrix power depleted.

208
00:16:11,830 --> 00:16:13,050
Entering recharge mode.

209
00:16:19,690 --> 00:16:21,470
Genius. Thank you, Ben.

210
00:16:31,350 --> 00:16:32,850
Clear us a path to the ship.

211
00:16:33,250 --> 00:16:35,310
Didn't you say I'd never take you
anywhere?

212
00:16:45,390 --> 00:16:46,390
going after Mizaru.

213
00:16:48,390 --> 00:16:52,430
Get in there. You just might need your
computer smarts to pull this off. Okay,

214
00:16:52,550 --> 00:16:55,310
but if you need my help... I'll cry like
a little girl.

215
00:16:56,230 --> 00:16:58,710
Step right up. I got plenty for
everybody.

216
00:17:02,750 --> 00:17:04,230
You've got yourself a good one there.

217
00:17:04,530 --> 00:17:08,390
When it comes to life and death
situations, still working on the day -to

218
00:17:11,310 --> 00:17:14,890
You really don't know what you're
dealing with here, do you, boy?

219
00:17:15,170 --> 00:17:19,450
I've fought your kind before. Just
another high -breathed slave who doesn't

220
00:17:19,450 --> 00:17:20,750
his masters have been defeated.

221
00:17:21,030 --> 00:17:22,490
Is that what you think?

222
00:17:22,890 --> 00:17:27,630
The Xenocyte Queen tried to control me,
but I was too strong.

223
00:17:27,869 --> 00:17:29,730
I control it.

224
00:17:30,190 --> 00:17:32,430
I control all!

225
00:17:35,210 --> 00:17:37,250
So that makes you what?

226
00:17:37,450 --> 00:17:38,450
Queen Kong?

227
00:17:38,970 --> 00:17:43,590
It makes me more than D .N. Alien, more
than Nizaru.

228
00:17:45,410 --> 00:17:51,730
I am the sum total of every arachna
chimp on the planet. I

229
00:17:51,730 --> 00:17:53,750
am your doom.

230
00:17:58,590 --> 00:18:03,490
One scrawny chimp against the power of
this entire world.

231
00:18:04,330 --> 00:18:05,450
That's your plan?

232
00:18:06,050 --> 00:18:08,230
I wouldn't call it a plan, per se.

233
00:18:08,800 --> 00:18:10,420
More of a guideline, really.

234
00:18:17,860 --> 00:18:21,480
Gwen, I'm not crying yet, but I'm a
little teary -eyed.

235
00:18:21,740 --> 00:18:22,780
Almost done.

236
00:18:23,040 --> 00:18:25,320
I'm scanning in Simeon's DNA now.

237
00:18:29,620 --> 00:18:36,380
You're no match for me. I control the
DNAliens through nothing but my force of

238
00:18:36,380 --> 00:18:37,380
will.

239
00:18:37,590 --> 00:18:39,130
Your mother must be very proud.

240
00:18:39,550 --> 00:18:42,050
She was one of the first to be
transformed.

241
00:18:43,170 --> 00:18:44,830
Okay, then.

242
00:18:47,370 --> 00:18:49,410
Ultimate Spider Monkey!

243
00:19:11,720 --> 00:19:13,600
Shield your eyes. This could get messy.

244
00:19:14,100 --> 00:19:16,580
Messy? Wait! I changed my mind!

245
00:19:23,740 --> 00:19:24,220
The

246
00:19:24,220 --> 00:19:35,560
cure

247
00:19:35,560 --> 00:19:36,560
didn't work on you.

248
00:19:36,940 --> 00:19:38,480
Wait, is that your real face?

249
00:19:39,120 --> 00:19:43,900
Sorry. Ben, you're - I know. Hero,
remember?

250
00:19:46,020 --> 00:19:49,220
Looks like you've been doing some
redecorating. Nice.

251
00:19:54,120 --> 00:20:00,040
He's the one who granted me unlimited
power over this entire planet.

252
00:20:00,840 --> 00:20:03,280
You know something, Simeon?

253
00:20:04,320 --> 00:20:06,780
You might just turn out to be a prince
after all.

254
00:20:19,950 --> 00:20:24,190
Tennyson, you have made a dangerous
enemy this day.

255
00:20:24,390 --> 00:20:29,690
Mark my words, you have not heard the
last of Mizaru.

256
00:20:37,750 --> 00:20:40,670
And now we've heard the last of Mizaru.

257
00:20:57,580 --> 00:20:59,320
You're sure you don't mind taking me
back to Primus?

258
00:20:59,780 --> 00:21:02,600
Nah, it's only a few hundred light years
out of our way.

259
00:21:02,800 --> 00:21:03,800
Or not.

260
00:21:03,900 --> 00:21:04,980
Asmuth moved it, remember?

261
00:21:05,380 --> 00:21:06,620
That's okay. I'll drive.

262
00:21:09,420 --> 00:21:13,020
Don't mind him. He's just chiefed
because I was right about Simeon and he

263
00:21:13,020 --> 00:21:17,620
wrong. This time, maybe. But I'm telling
you, a leopard doesn't change its

264
00:21:17,620 --> 00:21:22,060
spots. And an arachnid chimp doesn't
change its... blue fur stuff.

265
00:21:22,500 --> 00:21:23,540
I don't know, Kev.

266
00:21:23,940 --> 00:21:26,880
Simeon could have taken all that power
for himself and he turned it down.

267
00:21:27,520 --> 00:21:29,260
I think all this really got through to
him.

268
00:21:29,760 --> 00:21:32,440
Hey, what happened to the DNA repair
guns?

269
00:21:49,620 --> 00:21:51,600
A pleasure doing business with you.

