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Gwen: I hear normal kids
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normally spend their normal
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summer vacations at the beach or
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the mall โ oho!
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That's right.
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We were supposed to go to the
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mall today.
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Max: Sorry, honey.
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Got a little sidetracked.
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This nuclear reactor is the
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perfect way to detonate my DNA
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bomb into the atmosphere and
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de-evolutionize the world!
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Gwen: Took him long enough.
Heatblast: Okay, animo, science class is canceled.
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Fool! In less than a minute,
the world will get a lesson it will never
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forget! In the meantime,
meet my latest creation.
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Heatblast: Bring it on!
I'll barbecue that bug.
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Oh, yeah.
Being a hero rocks!
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Gwen: Hey!
Hothead, DNA bomb ticking down over here, remember?
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Aah!
Oh!
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Even you can't generate enough heat to melt that casing!
Heatblast: If I can't shut it
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down, I'll just have to turn it up.
Gwen: Ben, you don't know
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what that's going to do. >> Heatblast:
Can't be any worse than what's going to happen if I
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don't. >> No!
You're overloading the system!
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Heatblast: That's the idea.
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Max:
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You may have ruined my plan today, Tennyson,
but there's always tomorrow!
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Max: Ben, are you okay? >> Ben: Yeah.
Good thing I was heatblast, 'cause that DNA wave
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would have scrambled me.
Gwen: What's up with the
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watch?
Ben: I don't know.
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All right!
I got the green early.
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Max: Hold off, now, Ben. Who knows what's going on?
Ben: But animo is getting
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away.
I can't catch him if I don't go hero.
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Stinkfly cleared for takeoff. >> Wildmutt:
Grey matter: Sometimes I
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think this thing just plain hates me.
Gwen: How are you planning on
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catching up to animo now,
short stuff?
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Someday, my pet, that snot-nosed hero will get his!
Grey matter: In the meantime,
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here's yours.
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Time... To cut this little pygmy punk down to size!
Grey matter: Whoa!
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Whoa-oh!
Aah!
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Grey matter: Ohh, that's
gonna leave a mark.
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Ben: Aah! Huh?
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Max:
You're really getting good at some of those spells in that book.
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Gwen: Practice makes perfect.
Ben: That was awesome. What's next?
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Gwen:
Now we get to do something I want to do for a change.
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Ben: What? Aw, man!
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Take that! Hyah!
And that! Hyah! And that!
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You're going down.
Sumo slammers death blow! Aah!
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This is a store, not a boxing
ring.
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Gwen: How do you think these will make me look?
Ben: Like a total โ mnh!
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Max: You'd look lovely in all of them.
Gwen: But I don't know which
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one to pick. >> Max: So get them all.
Gwen: Thanks, grandpa.
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Pbht!
Ben: Bleh!
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Max: Let's not ruin Gwen's day, huh?
Ben: What about ruiningmy
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day?
I'm the one stuck in some dumb clothing store duringmysummer
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vacation. >> Max: Now, Ben,
Gwen needs a break from the whole "battling
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bad guys and aliens" thing โ that's all.
She just wants to feel normal
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again. >> Ben:
Trust me โ there's nothing normal about Gwen.
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Huh?
Gwen: This is so fun!
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Hey, can we go shoe shopping
after this?
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Ben: Yaaah!
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Gwen: Ben! >> Ben:
It wasn't my fault โ the watch just wigged out.
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And not my size.
Gwen: Banned from an entire
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mall?
I've never been so humiliated in all my life!
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Ben: That's not true.
You've been humiliated plenty of times worse than that.
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Gwen: Yeah, and all by you! >> Ben:
That's all I'm saying. >> Max: Okay, you two.
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We'll all feel better after a good night's sleep.
Gwen: Only if I wake up with
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a new cousin.
Ben: Pbht!
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Oh, morning already?
Oh, somebody turn off the sun.
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Max: Oh, it's 3:30.
The sun doesn't come up for another two hours.
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Ben: I don't know who that
is, but he's gonna think twice
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before he changes my wake-up call.
Going hero.
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Whoa! A diamondhead crystal?
Tetrax!
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Good to see you again, Ben.
Ben: Yeah. It's good to see you, too.
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Gwen:
We haven't seen you since we took down sixsix together.
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How have you been? >> I've been a little busy,
but I came as soon as I heard.
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Ben: Yeah, about munching that x-321 you
gave me โ see, I was going after animo, and I
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zigged instead of zagged, and, well...
I'm not here about that
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board, Ben. >> Ben: Really?
Then why are you here?
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I picked up the sdm signal from the omnitrix.
Ben: This? It's just the
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watch acting wacko again โ no biggie.
Max: Sdm? Self-destruct mode?
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The omnitrix broadcasts a signal when it begins its countdown.
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Ben: The watch is gonna destroy itself?
Along with whoever is wearing
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it at the time.
Ben: Oh, man.
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So,
you have no idea what triggered the omnitrix self-destruct mode?
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Gwen: Ben, you don't know
what that's going to do.
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Ben: It's a mystery.
Gwen: Really?
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Think hard, Ben.
You don't rememberanythingthat may have caused this to happen?
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Ben: Well, it doesn't really matter,
does it, Gwen, since tetrax is here to take care of
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it.
I haven't a clue how to deactivate the omnitrix.
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Only azmuth would know how to do that.
Ben: Who's azmuth?
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The rumored creator of the omnitrix.
Details on him are sketchy at
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best.
No one is even quite sure which planet he lives on.
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Gwen: So, how are you going to find him?
On my ship, I have the
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equipment we need to examine the omnitrix for azmuth's DNA signature.
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It's like an autograph on his work.
Once we have that, we can scan
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the galaxy until we locate him. >> Max:
How long until the watch self-destructs?
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Judging from the pattern's repetition,
I'd say less than four earth days.
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We'd better get going.
There's no telling who else has picked up on the signal.
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Max: Road trip, space style!
Sorry, Max. We can't run the risk of some
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alien somewhere recognizing you. >> Max:
I understand. I guess you're gonna get that
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break from your cousin after all.
Ben: Translation โ no dweebs
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allowed in space. >> Max: Ben,
I'm concerned you're not taking this
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seriously. >> Ben: I know, I know.
It's always serious, grandpa,
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and I always win. >> Gwen:
With some help, thank you very much.
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Ben: I'll be okay, okay? We'll find the creator,
he'll fix the watch, and I'll be back
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before you know it. >> Gwen:
Try not to mess things up, okay?
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Ben: Since when do I ever mess things up?
Gwen: Do you want your list
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00:11:23,917 --> 00:11:27,719
in chronological or alphabetical order?
Max: Take good care of my
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grandson.
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00:11:34,660 --> 00:11:39,364
Ben: Cool.
Yes, it is... Cool, isn't it?
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Ben: Whoa, what's this? >> This is my training room.
Have to stay in shape between
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missions. That's the hover simulator.
It can re-create over 1,000
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different courses.
You're welcome to use it any time.
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Ben: Yeah! Yes!
Whoo-hoo! Yeah!
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Whoa. Awesome!
Check it out!
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Looks like a big video game.
Aah!
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Living snot! >> That's my pilot, gluto.
Ben: Hey.
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Ben: Yeah, nice to meet you,
too.
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I assume you're familiar with space-travel protocol?
Ben: Oh, sure.
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Ben: So this is what a pancake feels like!
A-a-a-a-a-a-ah!
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Ah, hey!
Yeah! Whoo-hoo!
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Initiating artificial gravity.
Ben:
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Ugh!
Space travel looks so much easier in the movies.
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I don't mean to interrupt your naptime,
but we really should examine the watch.
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Your ship will be useful in my quest for the omnitrix,
and when I recover it, I will exact
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my revenge on the earth-boy who imprisoned
me in that cursed null void dimension.
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Master, we have intercepted a signal.
It appears to be from the
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omnitrix. >> The omnitrix in space?
What is Tennyson up to?
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Ready? >> Ben:
Would "no" be an option? >> Don't worry.
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I've had many of these tests performed on myself.
Never felt a thing.
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Ben: But don't you have, like,
diamond-hard skin? >> Ah.
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Good point. Let's get started.
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Can't find azmuth's DNA signature anywhere.
Do you have any ideas where it
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could be? >> Ben:
When my dad got my mom a watch for their anniversary, he
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had them engrave some writing on the back of it.
Of course.
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Found it.
Now we can scan for the being with that DNA composition.
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That can't be right. According to this,
azmuth is on incarcicon, the prison planet.
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Ben:
The creator of the omnitrix is in some space slammer?
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Why? >> Unknown,
but it's home to the scummiest of the scum of the
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universe.
Lay a course to incarcicon.
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Security breach, lower level.
We have an intruder.
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We have to assume the worst.
If we split up, we can cover more ground.
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Ben: Especially xlr8.
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Wildmutt: >> Good thinking.
The vulpin's keen senses should
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be able to sniff out the intruder.
Wildmutt
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Gwen: Hey! Paws off, fido!
Save the mad dog routine, will
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ya? It's not like Iwantto be here,
but I figured you could use some
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backup.
Wildmutt:
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Gwen: I can't hold on!
A-a-a-a-h!
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Ugh!
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Gwen: >> What happened?
Ben: Door must be defective.
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It just flew open. >> Gwen,
you're the intruder? >> Gwen: Sorry.
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00:18:08,721 --> 00:18:14,092
I just figured since Ben can't find his toothbrush
when it's stuck in his mouth, he could use
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some help finding the creator.
Ben: Hey! >> Gwen: I'm just kidding.
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Ben never brushes his teeth. >> Ben:
Can we turn around and drop her back on earth?
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You know, like from orbit? >> Sorry, Ben,
no time. We need every moment the
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00:18:27,941 --> 00:18:32,243
omnitrix โ
The countdown appears to have
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00:18:32,245 --> 00:18:35,980
accelerated.
I have to check something out.
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Gwen: Aren't you a little bit worried that
the self-destruct countdown has sped up?
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Ben: Nah. I work best under pressure.
Gwen: This doesn't only
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00:18:54,701 --> 00:18:58,769
affect you, you know. What about grandpa?
I'm sure he doesn't want you to
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get vaporized... Or whatever.
Ben: Look, tetrax and I have it covered.
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We'll find azmuth, he'll fix the watch,
and I'll keep kicking alien butt.
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00:19:08,014 --> 00:19:13,618
Gwen:
Tetrax said azmuth would deactivate the omnitrix, not fix it.
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00:19:13,620 --> 00:19:22,026
Ben: A-a-a-h! Ugh!
You're just trying to mess with
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00:19:22,028 --> 00:19:26,197
me. >> I'm afraid Gwen's right, Ben.
Truthfully, I thought you'd be
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00:19:26,199 --> 00:19:30,835
relieved to have it off.
You've done well with the omnitrix, better than any
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00:19:30,837 --> 00:19:34,872
earthling could have,
but now you can have a normal life again.
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00:19:34,874 --> 00:19:39,143
Ben: Normal? Who wants to be normal?
If you're not a hero, you're a
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00:19:39,145 --> 00:19:43,748
zero. >> Gwen: Thanks a lot.
Unfortunately, the computers
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00:19:43,750 --> 00:19:48,519
confirm my fears.
Your transformations speed up the countdown.
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To be safe, you shouldn't use the omnitrix again.
Ben: Huh?
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00:19:53,560 --> 00:20:03,034
Whoa-oa-oa!
Oh, man.
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00:20:03,036 --> 00:20:10,208
Gwen: I see!
That's very cool.
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00:20:10,210 --> 00:20:14,212
Ben: Great.
Gwen's in love with the snot blob.
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00:20:14,214 --> 00:20:17,215
We're coming upon incarcicon.
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00:20:26,391 --> 00:20:32,063
You are approaching secure space of
the incarcicon intergalactic detention center.
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Identify yourself or be destroyed.
Ben: What now?
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00:21:01,660 --> 00:21:06,297
Vendor security clearance accepted.Proceed to sanitation disposal
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00:21:06,299 --> 00:21:10,668
bay number four.
Ben:
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00:21:16,141 --> 00:21:21,412
Gwen: Sanitation disposal bay number four?
They think we're a garbage
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00:21:21,414 --> 00:21:23,447
truck?
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00:21:38,096 --> 00:21:42,633
I downloaded the DNA signature into my scanner.
It should lead us directly to
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00:21:42,635 --> 00:21:47,772
azmuth, but if these prisoners see a human,
it'll be trouble. >> Gwen: Wow.
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00:21:47,774 --> 00:21:53,210
The rest of the universe hates us that much?
No, most species love humans.
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They're considered quite a delicacy.
Ben: I could go alien, just
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00:21:59,452 --> 00:22:03,788
this once.
And risk speeding up the self-destruct mode even more?
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00:22:03,790 --> 00:22:07,625
No.
Every second's too critical until we find azmuth.
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00:22:07,627 --> 00:22:12,129
You thinking what I'm thinking?
Exactly.
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00:22:12,131 --> 00:22:18,936
From time to time, my missions require a disguise.
I have just the one for you two.
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00:22:38,590 --> 00:22:44,428
Gwen: I'm an alien's butt.
It's official โ worst summer of my life.
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00:22:44,430 --> 00:22:50,735
Ben: Hey, "rock, paper, scissors,"
two out of three โ I won fair and square.
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00:22:50,737 --> 00:22:55,072
Where are the guards?
No guards, no rules, no parole.
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On incarcicon, it's survival of the meanest.
These aren't friendly types.
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00:23:00,346 --> 00:23:09,053
They're all here for a reason โ
some of them, lots of reasons.
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00:23:15,694 --> 00:23:18,396
Mine! Mine!
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00:23:24,369 --> 00:23:29,974
Ben: Uh, help yourself. I'm on a diet.
Gwen: What? What's happening?
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00:23:29,976 --> 00:23:36,213
Ben: Trust me, you don't want to know.
Snacktime's over.
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00:23:36,215 --> 00:23:40,317
Now move along.
Unless we have some other business.
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00:23:40,319 --> 00:23:45,289
Maybe you guys should wait
over on the side until I can
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scope this place out.
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Ben: Hey, watch it!
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00:24:01,807 --> 00:24:07,478
Huh? It can't be!
No way!
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00:24:07,480 --> 00:24:11,982
He must have picked up on the self-destruct signal.
How did he know the creator was
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00:24:11,984 --> 00:24:14,585
here? >> Gwen:
Who are you babbling about?
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00:24:14,587 --> 00:24:19,356
Ben: If I have to give up going hero,
at least I'm gonna take down vilgax once and for
209
00:24:19,358 --> 00:24:24,595
all. >> Gwen: Vilgax?
Ben, wait!
210
00:24:24,597 --> 00:24:28,666
All: >> Gwen: Hi!
You guys have all had dinner,
211
00:24:28,668 --> 00:24:36,173
right? >> Upchuck:
I'm gonna chew you up and spit you out!
212
00:24:54,626 --> 00:24:58,362
It's not my fault you're
here, sixsix.
213
00:24:58,364 --> 00:25:01,932
Don't do the crime if you can't
do the time.
214
00:25:15,380 --> 00:25:21,819
What's your problem? >> Upchuck:
That voice. Hey, you're not vilgax.
215
00:25:21,821 --> 00:25:26,123
You're a girl!
Yeah, I know.
216
00:25:34,499 --> 00:25:38,602
He turned into a human โ but how?
The omnitrix!
217
00:25:38,604 --> 00:25:44,775
He's wearing the omnitrix! >> Itdoesexist.
That's our ticket out of
218
00:25:44,777 --> 00:25:49,179
here! >> The omnitrix, he's got it!
Ben: I think we're in
219
00:25:49,181 --> 00:25:55,819
trouble. >> Gwen:
I really wish I was at the mall right now.
220
00:25:59,190 --> 00:26:07,364
Gwen: Way to keep a low
profile, genius.
221
00:26:07,366 --> 00:26:10,601
Ben: Looks like we're on our own.
Gwen: I was afraid you were
222
00:26:10,603 --> 00:26:16,807
going to say that.
223
00:26:47,806 --> 00:26:52,343
Careful โ with that thing on his wrist,
he can become any one of us he wants.
224
00:26:52,345 --> 00:26:57,147
Yeah, but if he knew how to control it,
he would have used it again by now.
225
00:26:57,149 --> 00:26:59,149
Give me that thing!
226
00:27:30,048 --> 00:27:39,056
You guys okay? >> Ben: Whoa!
That was my favorite board.
227
00:27:46,131 --> 00:27:48,766
Gwen: "Whoa" is right.
228
00:27:53,138 --> 00:27:57,408
How do they know about the omnitrix?
Ben: Funny story.
229
00:27:57,410 --> 00:27:59,410
I'll tell you later.
230
00:28:06,051 --> 00:28:09,086
Sorry about that whole "chew you up" thing.
I thought you were somebody
231
00:28:09,088 --> 00:28:13,557
else.
What are you doing with the omnitrix?
232
00:28:13,559 --> 00:28:17,895
Ben: What's it to you? >> Plenty,
after all the work I put into it, only to have it
233
00:28:17,897 --> 00:28:21,732
wind up on the wrist of some... Thing.
Ben: You created the
234
00:28:21,734 --> 00:28:25,602
omnitrix? You're azmuth?
Look, there's a major problem
235
00:28:25,604 --> 00:28:33,911
with the watch. >> Yeah,
I can see that. >> Gwen: Histus potiva!
236
00:28:39,250 --> 00:28:47,224
Hey! Less chitchat, more combat!
Ben: So, can you fix it?
237
00:28:47,226 --> 00:28:54,431
First you have to get me out of this galactic sewer.
Ben: Hey!
238
00:28:54,433 --> 00:29:01,605
Ah! Ugh! Let go of me!
Get your hands off!
239
00:29:01,607 --> 00:29:07,311
Oh, man, like I don't have
enough problems.
240
00:29:14,586 --> 00:29:22,893
Gwen: Ben! Ben, are you okay?
Ben: Uh, what?
241
00:29:22,895 --> 00:29:27,297
Mom, I don't want to go to school.
Gwen: Yeah, he's okay.
242
00:29:27,299 --> 00:29:32,102
But he won't be for long unless we can figure a way out of here.
243
00:29:44,649 --> 00:29:51,455
Gwen: Got to love that blob.
Hey! >> Ben: Tetrax, wait!
244
00:29:51,457 --> 00:29:55,993
The creator!
You are not authorized to e in this maximum-security area.
245
00:29:55,995 --> 00:30:00,364
Exit or your ship will bedestroyed.
246
00:30:05,103 --> 00:30:07,137
Gluto, get us out of here!
247
00:30:22,187 --> 00:30:26,890
Ben: Tetrax, no.
That's the creator!
248
00:30:31,329 --> 00:30:38,235
Nice to meet you.
You're not leaving without me!
249
00:30:41,840 --> 00:30:48,812
Ben, the hatch!
We're going to be blown to bits!
250
00:30:48,814 --> 00:30:51,715
Ben: Definitely not vilgax.
251
00:30:59,157 --> 00:31:04,394
Are we sure this is the way out
of here?
252
00:31:04,396 --> 00:31:06,430
Gluto is on it.
253
00:31:21,246 --> 00:31:26,250
Ben: Ah! Big wall coming up fast!
We're not gonna make it.
254
00:31:26,252 --> 00:31:28,785
Gwen: She may have a point.
255
00:31:37,028 --> 00:31:41,632
Ben: That was so cool!
Let's never do that again.
256
00:32:07,959 --> 00:32:11,728
What have you been using this for,
to open cans? Break rocks?
257
00:32:11,730 --> 00:32:15,499
Gwen: Sounds about right.
Ben: What about the self-destruct?
258
00:32:15,501 --> 00:32:20,137
I'm sure the genius who created the omnitrix
can stop the countdown without totally
259
00:32:20,139 --> 00:32:24,975
turning it off, right? >> Maybe,
but there is a problem.
260
00:32:24,977 --> 00:32:28,745
I didn't officially create the omnitrix.
All: What?
261
00:32:28,747 --> 00:32:32,316
Ben:
You mean you're not the โ >> egocentric, selfish,
262
00:32:32,318 --> 00:32:36,286
self-promoting, "oh,
aren't I so brilliant" creator of the omnitrix?
263
00:32:36,288 --> 00:32:41,658
No, I'm myaxx, his assistant.
But it has your DNA signature on it.
264
00:32:41,660 --> 00:32:47,130
I, uh, may have accidentally erased azmuth's
DNA signature and put on my own, but that's
265
00:32:47,132 --> 00:32:51,335
only because he never gave me the credit I deserve.
Gwen: You might have
266
00:32:51,337 --> 00:32:55,005
mentioned this when we were risking our lives to bust you out of jail.
267
00:32:55,007 --> 00:32:59,676
If I had, I'd still be stuck in that slime pit,
wouldn't I? >> Ben: You can't stop the
268
00:32:59,678 --> 00:33:03,847
self-destruct countdown?
Azmuth never trusted me with the abort sequence.
269
00:33:03,849 --> 00:33:08,685
Give me one good reason why I shouldn't
shove you in an energy tube and shoot you back to
270
00:33:08,687 --> 00:33:12,556
incarcicon right now!
Because I know where azmuth is.
271
00:33:12,558 --> 00:33:16,226
Ben: That's a pretty good reason.
Where?
272
00:33:16,228 --> 00:33:21,865
Zenon. >> Zenon?
It had to be zenon.
273
00:33:21,867 --> 00:33:27,871
Gwen:
Why do I get the feeling that zenon isn't exactly a vacation paradise?
274
00:33:27,873 --> 00:33:32,409
The random energy blasts,
like the one on incarcicon โ they're growing larger and more
275
00:33:32,411 --> 00:33:36,680
intense, aren't they? >> Ben: Yeah.
They indicate the Omni energy
276
00:33:36,682 --> 00:33:40,083
inside is building to critical levels.
Eventually...
277
00:33:40,085 --> 00:33:44,821
Ben: I know. Poof. I'm toast.
Well, not just you, of
278
00:33:44,823 --> 00:33:47,491
course. >> Ben:
What are you talking about?
279
00:33:47,493 --> 00:33:54,097
Ask him. He knows,
don't you? You didn't tell him?
280
00:33:54,099 --> 00:33:58,735
If the self-destruct is allowed to detonate,
the explosion will cause an energy
281
00:33:58,737 --> 00:34:03,073
ripple that will literally rip apart the universe,
including earth.
282
00:34:03,075 --> 00:34:05,042
Both: Grandpa.
283
00:34:08,079 --> 00:34:11,848
Azmuth is a hopeless paranoid.
He built in the self-destruct as
284
00:34:11,850 --> 00:34:16,787
a last resort to keep his most prized creation out of the wrong hands,
but he never thought
285
00:34:16,789 --> 00:34:21,124
anyone would be foolish enough to set it off.
Gwen: Obviously he never met
286
00:34:21,126 --> 00:34:25,028
Ben. >> Ben:
I can't believe you knew about this the whole time and
287
00:34:25,030 --> 00:34:28,365
didn't tell me. >> I'm sorry, Ben.
I thought you'd be more
288
00:34:28,367 --> 00:34:32,903
concerned about how this affected you rather than others.
Ben: What do you mean?
289
00:34:32,905 --> 00:34:36,373
I help people all the time with the omnitrix.
That's true.
290
00:34:36,375 --> 00:34:41,545
You do help a lot of people,
but ask yourself this โ do you help because it's the right thing to
291
00:34:41,547 --> 00:34:45,248
do or for the thrill of being a
hero?
292
00:34:51,989 --> 00:35:01,989
Scan the area.
There. Retrieve that.
293
00:35:02,968 --> 00:35:06,670
Myaxx.
But they must not have found
294
00:35:06,672 --> 00:35:11,441
what they were looking for on incarcicon.
Their current trajectory has
295
00:35:11,443 --> 00:35:16,513
them headed into the ucopita quadrant.
What does Tennyson know that I
296
00:35:16,515 --> 00:35:20,784
don't?
Silence!
297
00:35:26,924 --> 00:35:30,694
You had better be very sure.
298
00:35:34,866 --> 00:35:38,768
This containment device should deflect
the energy fluctuations back into the
299
00:35:38,770 --> 00:35:42,205
omnitrix, while still allowing you full access to the control dials.
300
00:35:42,207 --> 00:35:48,178
Ben: Lot of good it does me
if I can't go hero anyway.
301
00:35:48,180 --> 00:35:54,885
Gluto, status.
Zenon.
302
00:35:54,887 --> 00:36:00,724
Ben: Uh, where?
Azmuth created a device which absorbs all the light of this
303
00:36:00,726 --> 00:36:04,494
quadrant. Of course,
I was the one who calculated the entire
304
00:36:04,496 --> 00:36:10,333
particle-absorption matrix,
but will he admit that? No.
305
00:36:10,335 --> 00:36:15,505
Anyway, zenon is surrounded by an asteroid belt.
Gwen: Which you can't see
306
00:36:15,507 --> 00:36:19,242
because azmuth turned out all the lights.
Exactly.
307
00:36:19,244 --> 00:36:21,278
Those are failed attempts.
308
00:36:24,582 --> 00:36:29,719
Even gluto can't drive blind.
Ben: How are we supposed to
309
00:36:29,721 --> 00:36:38,762
get to zenon if we can't see it? >> The answer is on your wrist.
Ben: Uh, explain to me again
310
00:36:38,764 --> 00:36:43,266
what I'm doing out here.
The omnitrix has a built-in homing device.
311
00:36:43,268 --> 00:36:48,205
We should be close enough for it to guide us through the asteroid field.
312
00:36:48,207 --> 00:36:51,875
"Should be"?
Ben: Okay,
313
00:36:51,877 --> 00:36:53,877
this is way creepy.
314
00:37:00,785 --> 00:37:04,921
What are you doing?
You have to direct us or the ship will be torn apart.
315
00:37:04,923 --> 00:37:12,462
Ben: Oh, great.
No pressure.
316
00:37:12,464 --> 00:37:17,767
It's working!
I know, I know, I was going
317
00:37:17,769 --> 00:37:20,737
to.
Should we turn to starboard or port?
318
00:37:20,739 --> 00:37:25,775
Ben: What? >> Gwen: He means right or left.
Ben: Why didn't he just say
319
00:37:25,777 --> 00:37:30,814
so?
Go to the right.
320
00:37:30,816 --> 00:37:37,821
I mean left! Go left!
Gwen: This is why we don't
321
00:37:37,823 --> 00:37:40,624
give him the map when we drive.
322
00:38:02,179 --> 00:38:06,683
Ben: I did it!
Well done, Ben. >> Ben: Yeah!
323
00:38:06,685 --> 00:38:11,855
Come on in.
324
00:38:11,857 --> 00:38:18,628
Ben:
325
00:38:26,170 --> 00:38:33,410
A-a-a-a-ah!
Vilgax.
326
00:38:37,381 --> 00:38:44,888
Surrender the omnitrix and your deaths
will be swift โ except, of course, for the
327
00:38:44,890 --> 00:38:50,560
Tennyson boy. >> We're goners now.
Not while I'm in charge.
328
00:38:50,562 --> 00:38:55,398
Ben, I'm sending a gyropod. >> Ben:
I'll just go stink and fly back.
329
00:38:55,400 --> 00:38:59,736
No, Ben, we can't afford to accelerate the countdown.
I'm sending the pod.
330
00:38:59,738 --> 00:39:03,873
Gwen, I need you and gluto to
keep him busy for a while.
331
00:39:41,679 --> 00:39:47,016
Ben:
What kind of mega-weird alien is this built for? Gluto.
332
00:39:47,018 --> 00:39:50,153
Oh, well.
How hard can it be?
333
00:40:19,917 --> 00:40:28,158
Oh, gross!
Man, where's gluto when you need
334
00:40:28,160 --> 00:40:30,160
him?
335
00:40:37,601 --> 00:40:39,536
Ben: A-a-a-h!
336
00:40:43,841 --> 00:40:48,044
Huh?
Oh, yeah, now I got it.
337
00:40:55,286 --> 00:40:59,155
This isn't so tough, once you
figure it out.
338
00:41:10,868 --> 00:41:16,673
One of these has to be a cool
ray gun or something.
339
00:41:30,387 --> 00:41:35,058
What are you doing? >> We're going outside.
We need to free theresolute
340
00:41:35,060 --> 00:41:40,330
from vilgax's ship. >> Me?
Outside? I-in space? Oh, no.
341
00:41:40,332 --> 00:41:45,668
I'm more of a land-based species.
If we don't clear those
342
00:41:45,670 --> 00:41:50,139
tethers by the time we hit zenon's gravitational pull,
both ships will be destroyed in
343
00:41:50,141 --> 00:41:54,244
re-entry. >> Well,
when you put itthat way...
344
00:42:02,419 --> 00:42:07,757
It appears we have scared the
pilot right out of his skin.
345
00:42:13,364 --> 00:42:15,398
Stop them!
346
00:42:45,396 --> 00:42:51,301
Ben, get back to the ship!
Ben: I'm trying! Ugh!
347
00:43:12,923 --> 00:43:16,492
All right!
348
00:43:23,634 --> 00:43:27,503
Segma sofum!
349
00:43:37,982 --> 00:43:39,983
Yes! Wipeout!
350
00:44:10,147 --> 00:44:14,250
How dare you touch me, you
slime!
351
00:44:27,498 --> 00:44:29,866
Ben:
352
00:44:38,709 --> 00:44:40,710
A-a-a-a-ah!
353
00:44:44,381 --> 00:44:49,285
Yeah!
This is better than "sumo slammer" any day!
354
00:44:56,393 --> 00:45:00,830
Ben, I'm opening up the rear ramp.
Try to land in the cargo bay.
355
00:45:00,832 --> 00:45:02,799
Ben: Okay, I'll try.
356
00:45:21,051 --> 00:45:23,119
Look out!
357
00:45:54,585 --> 00:46:03,459
Gwen: Gluto?
Gluto?
358
00:46:12,503 --> 00:46:14,504
No!
359
00:46:21,512 --> 00:46:23,946
Ben: A-a-a-a-ah!
360
00:46:31,522 --> 00:46:35,224
Hello... Ben.
361
00:46:42,766 --> 00:46:48,204
You are going to regret sending me to
the null void for what little remains of your
362
00:46:48,206 --> 00:46:56,512
miserable life! >> Ben: A-a-a-a-h!
Look, the omnitrix is in
363
00:46:56,514 --> 00:47:00,383
self-destruct mode. Even if you get it from me,
you'll just wind up getting
364
00:47:00,385 --> 00:47:05,922
blown to bits with the rest of the universe.
I will take my chances.
365
00:47:22,539 --> 00:47:27,176
Ben: I'll make you a deal.
I won't fight you for the
366
00:47:27,178 --> 00:47:31,981
omnitrix, but you have to promise to find
the creator and stop it from self-destructing.
367
00:47:31,983 --> 00:47:40,423
I do not make deals! >> Ben:
That's okay. Neither do I.
368
00:47:40,425 --> 00:47:45,027
Say bye-bye, vilgeek!
369
00:47:49,199 --> 00:47:55,471
A-a-a-a-a-a-ah!
Ben:
370
00:48:00,444 --> 00:48:04,046
Yes!
Aah!
371
00:48:08,619 --> 00:48:13,623
Gwen: Come on, you can fly this thing.
It's just like riding a bike...
372
00:48:19,129 --> 00:48:26,736
a huge, super-high-tech, alien bike.
Ben: What are you doing?
373
00:48:26,738 --> 00:48:30,640
Gwen: Duh!
I'm trying to keep us from winding up a junk pile on zenon.
374
00:48:30,642 --> 00:48:36,045
Don't just stand there โ help me.
Ben: Hey, what happened?
375
00:48:36,047 --> 00:48:40,950
Gwen:
Gluto sacrificed himself to save me from one of vilgax's drones.
376
00:48:40,952 --> 00:48:45,588
It's called being totally unselfish โ something you wouldn't understand.
377
00:48:45,590 --> 00:48:50,693
Ben: I'm unselfish!
Gwen: Yeah, right.
378
00:48:56,900 --> 00:49:00,269
Ben: Okay, that's not it.
379
00:49:08,812 --> 00:49:16,319
Have we pulled that one yet?
Gwen: I don't think so.
380
00:49:30,701 --> 00:49:32,969
Both: Whew!
381
00:49:42,112 --> 00:49:44,080
Gwen: Brakes!
382
00:49:54,958 --> 00:49:58,828
Both: Aah!
Ugh!
383
00:50:09,239 --> 00:50:15,211
Gluto! >> Gwen:
He died trying to save me.
384
00:50:15,213 --> 00:50:17,279
We'd better find azmuth.
385
00:50:22,753 --> 00:50:26,455
Azmuth's compound is just
through that valley.
386
00:50:30,894 --> 00:50:34,096
Gwen: Must be the gardener's day off.
Ben: Hello?
387
00:50:34,098 --> 00:50:38,100
Anybody home?
Tell me you didn't bring us all the way here for nothing.
388
00:50:38,102 --> 00:50:41,737
The compound must have been overrun.
Azmuth was always worried his
389
00:50:41,739 --> 00:50:49,945
lab would be discovered by those
after the omnitrix.
390
00:50:49,947 --> 00:50:59,455
But I thought he was just being paranoid.
Any chance he escaped?
391
00:50:59,457 --> 00:51:01,791
Gwen: A-a-a-a-ah!
392
00:51:07,764 --> 00:51:09,832
Ben: Wildvines!
393
00:51:42,099 --> 00:51:47,937
Gwen: Ben, look out!
Help!
394
00:51:47,939 --> 00:51:51,640
Aah! >> Ben: Gwen!
Going hero.
395
00:51:51,642 --> 00:51:54,643
Ben, no!
The self-destruct will accelerate!
396
00:51:54,645 --> 00:51:57,012
Ben: I don't care!
397
00:52:04,321 --> 00:52:12,928
Four arms: >> Gwen: Ben!
Four arms: Hold on!
398
00:52:12,930 --> 00:52:21,904
I'm coming!
N-o-o-o-o!
399
00:52:31,848 --> 00:52:38,754
Gwen!
400
00:52:41,224 --> 00:52:50,299
Four arms: >> Ben,
she's gone. >> Four arms: No!
401
00:52:50,301 --> 00:52:56,138
I've got to save her! >> There were too many, Ben.
The florauna weren't going to
402
00:52:56,140 --> 00:53:00,643
stop until they had one of us. >> Four arms:
She sacrificed herself to save me.
403
00:53:00,645 --> 00:53:07,216
It should've been me!
It should've been me!
404
00:53:07,218 --> 00:53:09,251
It should've been me!
405
00:53:18,995 --> 00:53:25,234
Ben: Ugh. It should've been me.
This is all your fault!
406
00:53:25,236 --> 00:53:28,871
Fault? >> Ben: Yeah,
if you hadn't helped the creator make this
407
00:53:28,873 --> 00:53:32,942
stupid thing, then I never would have found it,
and Gwen would still be alive!
408
00:53:32,944 --> 00:53:36,345
Ben โ >> I am a selfish and self-centered being,
but it
409
00:53:36,347 --> 00:53:41,550
takes one to know one. >> That's enough,
both of you. We still need to find the
410
00:53:41,552 --> 00:53:46,088
creator. Myaxx, if azmuth did survive an attack like that,
where would he
411
00:53:46,090 --> 00:53:48,123
go?
412
00:54:00,971 --> 00:54:03,906
Ben: I'm sorry, Gwen.
413
00:54:12,582 --> 00:54:16,619
You okay? >> Ben:
Just wondering how I'm gonna tell grandpa about...
414
00:54:16,621 --> 00:54:20,623
I'm sorry.
I know what you're going through.
415
00:54:20,625 --> 00:54:26,629
I was young. I didn't care about anybody but myself,
so it made sense that I
416
00:54:26,631 --> 00:54:31,800
wound up a mercenary, a soldier for hire.
I was loyal to whoever paid me
417
00:54:31,802 --> 00:54:36,405
the most, no matter how evil they were.
It was only a matter of time
418
00:54:36,407 --> 00:54:42,077
before I would work for the worst of the worst โ vilgax.
I stole the last piece of the
419
00:54:42,079 --> 00:54:47,316
puzzle vilgax needed to invade my home world.
When my people didn't bow at his
420
00:54:47,318 --> 00:54:52,955
feet, he destroyed the entire planet to make an example out of it.
421
00:54:52,957 --> 00:55:02,665
Vilgax did the dirty work,
but he couldn't have done it without my help.
422
00:55:02,667 --> 00:55:08,203
So when I heard that he was after the omnitrix,
I vowed to never let another powerful
423
00:55:08,205 --> 00:55:13,676
weapon fall into his claws again.
Ben: This is allmyfault.
424
00:55:13,678 --> 00:55:18,847
I saw that the watch was acting all weird at the reactor,
but I used it anyway.
425
00:55:18,849 --> 00:55:23,686
I must have somehow set off the self-destruct.
Gwen is dead because of me.
426
00:55:23,688 --> 00:55:29,458
Now everyone else will be, too.
We both have made costly mistakes, but if we don't find
427
00:55:29,460 --> 00:55:34,563
azmuth and stop the self-destruct,
then Gwen and gluto and all the others will
428
00:55:34,565 --> 00:55:40,903
have lost their lives for nothing,
and we're not going to let that happen, right?
429
00:55:44,541 --> 00:55:46,742
Look out!
430
00:56:05,228 --> 00:56:14,403
The omnitrix.
What are you doing with my omnitrix?
431
00:56:14,405 --> 00:56:22,010
Ben: "My omnitrix"? You? You're the creator?
Myaxx, you traitorous worm,
432
00:56:22,012 --> 00:56:25,614
is that you?
Nice to see you again, too, boss.
433
00:56:25,616 --> 00:56:31,120
Ben: I'm Ben Tennyson.
I wound up with the omnitrix. Now it's in self-destruct
434
00:56:31,122 --> 00:56:34,423
countdown, and โ >> I know.
I invented it!
435
00:56:34,425 --> 00:56:41,263
Ben: Oh, yeah. So, anyway,
if you could just turn it off...
436
00:56:41,265 --> 00:56:46,435
Maybe Ben didn't make it clear why we're here.
I understand completely.
437
00:56:46,437 --> 00:56:51,206
You misused my creation,
and now the whole universe will be destroyed.
438
00:56:51,208 --> 00:56:57,045
Ben: Look, I don't know why you don't want to help us,
but my cousin sacrificed her life to
439
00:56:57,047 --> 00:57:07,047
stop this thing. >> That is none of my concern.
Ben: It is now.
440
00:57:08,893 --> 00:57:18,634
Cannonbolt: Let's roll!
Ugh!
441
00:57:18,636 --> 00:57:22,004
That looked like it really
hurt.
442
00:57:29,078 --> 00:57:34,550
Cannonbolt: I've come too far,
I've lost too much, to be stopped now.
443
00:57:44,661 --> 00:57:52,968
Remind me not to get that kid mad.
Cannonbolt: Youaregoing to
444
00:57:52,970 --> 00:57:57,506
turn this thing off!
You think you're a hero, but you're a fool.
445
00:57:57,508 --> 00:58:02,611
You only sped up the countdown!
Because of you, the universe has even less time.
446
00:58:02,613 --> 00:58:07,449
Cannonbolt: If the universe is going down anyway,
I'm gonna have the pleasure of kicking
447
00:58:07,451 --> 00:58:09,485
your butt first!
448
00:58:19,562 --> 00:58:27,369
Look at what you did.
Do you know how long it takes to
449
00:58:27,371 --> 00:58:32,040
break in a bio-suit like that?
Cannonbolt: He's really a grey matter?
450
00:58:32,042 --> 00:58:37,045
Who knew? >> Yeah, I'm a galvan,
so what? Does that give you the right to
451
00:58:37,047 --> 00:58:40,983
destroy my property and invade my privacy?
Enough talk!
452
00:58:40,985 --> 00:58:46,054
Stop the countdown!
I say let the omnitrix self-destruct and take the
453
00:58:46,056 --> 00:58:49,658
universe with it.
Best thing that could happen, probably.
454
00:58:49,660 --> 00:58:53,061
Start fresh. I didn't create a weapon.
All of you did.
455
00:58:53,063 --> 00:58:57,766
I created the ultimate device for
understanding all the beings of the universe.
456
00:58:57,768 --> 00:59:03,071
You and vilgax are no different. >> Ben:
That's not true! Sure I've messed around with the
457
00:59:03,073 --> 00:59:08,010
watch, but I've helped a lot of people with it, too.
At first, all I cared about was
458
00:59:08,012 --> 00:59:12,748
that I wouldn't be able to go hero anymore,
that I'd be stuck with just being me.
459
00:59:12,750 --> 00:59:19,755
Sometimes you have to see the good
in people and not just be a selfish jerk.
460
00:59:32,602 --> 00:59:37,973
Azmuth!
The creator of the omnitrix.
461
00:59:41,578 --> 00:59:48,450
At last we meet.
What an honor... For you.
462
01:00:04,434 --> 01:00:07,436
This ends now!
463
01:00:18,615 --> 01:00:22,384
Use it now and we kiss this
half of the universe bye-bye!
464
01:00:27,190 --> 01:00:33,195
Why do you continue to defend
the omnitrix when it's hopeless?
465
01:00:33,197 --> 01:00:37,966
I do not understand. >> Ben:
That's because the only thing you think about is
466
01:00:37,968 --> 01:00:43,505
yourself. Now, step off!
I've got a world to save.
467
01:01:38,261 --> 01:01:42,097
Gwen! >> Gluto!
Both: You're alive!
468
01:01:42,099 --> 01:01:45,934
Ben: We thought you were goners!
Gwen: Gluto saved me from the
469
01:01:45,936 --> 01:01:50,105
wildvines. Turns out,
gluto's species can regenerate from just the
470
01:01:50,107 --> 01:01:56,111
smallest of parts,
like what was left on my clothes after he went splat.
471
01:01:56,113 --> 01:01:58,113
Who knew?
472
01:03:17,360 --> 01:03:22,798
What have you done? >> Ben:
I ask myself that question all the time.
473
01:03:49,659 --> 01:03:57,299
I'm still not sure the
universe is worth saving, but
474
01:03:57,301 --> 01:03:59,768
while I think about it...
475
01:04:19,555 --> 01:04:25,594
Ben: It's over, vilgax!
The watch is deactivated. It's useless now.
476
01:04:25,596 --> 01:04:31,499
But the creator of the omnitrix is not.
You will build me an even more
477
01:04:31,501 --> 01:04:35,270
powerful device.
478
01:05:07,470 --> 01:05:10,538
Gwen: What would you do without me?
Ben: Sure am glad I don't
479
01:05:10,540 --> 01:05:14,643
have to find out. >> Gwen:
What's that? >> Ben: I said, vilgax is
480
01:05:14,645 --> 01:05:18,480
smearing us, and I can't do anything without it.
I'm just a plain kid without the
481
01:05:18,482 --> 01:05:22,717
omnitrix. >> Gwen: don't you get it?
You don't need that thing.
482
01:05:22,719 --> 01:05:28,056
What about all the times you saved grandpa or
me or lots of other people when you weren't an
483
01:05:28,058 --> 01:05:35,497
alien? You are a hero,
even if you can'tgohero.
484
01:05:35,499 --> 01:05:39,634
Ben: What gives?
I thought you pulled the plug on this thing and couldn't turn it
485
01:05:39,636 --> 01:05:44,205
back on.
Who told you that? Not me.
486
01:05:50,780 --> 01:05:54,182
Ben: All right!
I'm back in the alien-hero business!
487
01:05:54,184 --> 01:05:57,886
Here, try this alien on for
size.
488
01:06:16,205 --> 01:06:26,205
Gwen: That's a big alien. >> Way big: Whoa!
Check me out! I'm not just big, I'm way big!
489
01:06:57,179 --> 01:07:04,085
Leaving?
490
01:07:13,029 --> 01:07:17,932
Release me or suffer the
consequences!
491
01:07:17,934 --> 01:07:24,672
Way big: Pretty big talk from
such a little guy.
492
01:07:24,674 --> 01:07:28,243
That's it!
You aresooutta here!
493
01:07:33,449 --> 01:07:37,819
A-a-a-a-a-ah!
494
01:07:43,025 --> 01:07:48,263
Ben: What are you doing?
Improvising a ride. This place is getting too noisy
495
01:07:48,265 --> 01:07:52,600
for me. >> Ben: Mr.
Azmuth, I just wanted to thank you for fixing
496
01:07:52,602 --> 01:07:56,037
the omnitrix.
If you want it back, it is yours.
497
01:07:56,039 --> 01:08:02,744
I created the omnitrix to help all the
beings of the universe grow closer together.
498
01:08:02,746 --> 01:08:08,950
If an earthling can make that happen,
then I see no reason why he shouldn't have it.
499
01:08:08,952 --> 01:08:13,488
Besides, that thing is nothing but trouble,
always has been. You keep it.
500
01:08:13,490 --> 01:08:21,763
Good riddance! You coming?
Are you going to give me some
501
01:08:21,765 --> 01:08:27,001
respect from now on? >> Eh,
I wouldn't count on it. >> I guess it is better than
502
01:08:27,003 --> 01:08:33,842
that prison planet. >> Ben:
Wait โ you have to tell me how to work this thing.
503
01:08:33,844 --> 01:08:38,346
Don't you want to figure it out on your own โ like a true hero would?
504
01:08:38,348 --> 01:08:43,651
Ben: Hmm. Not really.
I like that boy.
505
01:08:49,125 --> 01:08:52,660
Ben: Oh, man!
We'd better be heading back home.
506
01:08:52,662 --> 01:08:58,199
It'll be nice to have a little normal time after all this.
Yo, snotty, think you can drive
507
01:08:58,201 --> 01:09:05,507
us back to earth? >> No problem!
Ben: You can speak English,
508
01:09:05,509 --> 01:09:10,879
and you understand everything I've said?
Oh, yeah!
509
01:09:10,881 --> 01:09:19,220
Snot blob! >> Who knew?
Ben: I have a feeling it's
510
01:09:19,222 --> 01:09:26,828
gonna be a long trip back home. >> Gwen:
Thanks for the ride! >> Ben: And the cool gift!
511
01:09:26,830 --> 01:09:28,763
Visit soon!
512
01:09:33,135 --> 01:09:37,705
Max: Well, after an adventure like that,
bet you guys are looking forward to a nice,
513
01:09:37,707 --> 01:09:42,710
normal day. >> Ben: Oh. Yeah.
We should go to the mall and go
514
01:09:42,712 --> 01:09:48,349
shopping for clothes and junk.
We interrupt regular broadcasting for this emergency
515
01:09:48,351 --> 01:09:51,986
report.A horde of what appears to be zombies are attacking the mall.
516
01:09:51,988 --> 01:09:56,591
Citizens are advised to stay clear of the area.
Gwen: Ah, guess this is a
517
01:09:56,593 --> 01:10:03,565
normal day for us. >> Ben:
This is the best summer ever!
518
01:10:03,567 --> 01:10:06,534
It's hero time!
519
01:10:07,305 --> 01:10:17,305
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