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??
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? Ben 10! ?
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? Ben 10! ?
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? Ben 10! ?
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? Ben 10! ?
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? Ben 10! ?
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? Ben 10! ?
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? Ben 10! ?
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? Ben 10! ?
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[ Crickets chirping,
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[ owl hoots ]
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[ Groans]
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Why are we camping?
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Because there's nothing better
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than camping.
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There are a lot of things
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better than camping.
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- Then because - I accidentally locked us
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- Out of the Rustbucket. - What?!
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But all the things better than
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camping are in the Rustbucket!
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- Ugh. - Grandpa, what happened?
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Well, I was coming back
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from a spin with Glitch,
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and [chuckles] darn,
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- if he didn't - tell the funniest joke.
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[ Chuckles ]
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how could you do this to me?
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Grandpa,
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Anyway, I got so distracted
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I left my keys in the ignition.
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Now we're stuck till he gets
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back from his ride-share thing.
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- [ Groans ] - I can survive this.
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I'll just watch Xingo
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in this bed of marshmallows.
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- [ Grunts ] - It's working!
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And I lost it.
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I have a better way to use
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your imagination.
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Campfire stories.
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This is the tale of a mystery
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from outer space...
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- [ Beeping ] - [ Gasps ]
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- and a brave - paranormal investigator
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Who proved the existence
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of aliens.
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Bam, I just proved it.
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Story is over. I win.
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You're welcome.
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- It doesn't work - like that.
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Why are you so tall?
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- It's the style, and if
you - want to be in my story,
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- You got to - match the style.
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[ Fingers snap ]
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Aah.
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Whoa? You can make stuff happen
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just by saying it?
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Yes, Ben.
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That's what telling a story is.
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Okay,
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and we also have nachos.
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Ben!
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they're spooky nachos.
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No, see,
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[ High-pitched shriek ]
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- Hmm, what do they - taste like?
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Uh... skeleton's butt.
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- I'll allow it. - Sweet.
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Let's follow the trail while
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I fill you in, Agent Four Arms.
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- We've received a strange - audio transmission
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From this location
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just hours ago.
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Take a look.
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I'm convinced the subject
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- in this video - is an alien.
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- The most notable feature - of this alien is...
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He's got a fat, old head.
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[ Laughs ]
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- Ben, that's dumb! - Too late, I said it.
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It's in the story.
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[ Sighs ] Oh, look.
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[ Laughs ]
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I think I see
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an alien spacecraft.
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Careful, there could be
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a dangerous life form inside.
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Yes,
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something to punch.
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Hmm. Nope.
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- Nothing in there. - Oh, well.
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Oh, look, footprints!
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What?!
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I thought this story
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had aliens in it.
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- It does. - Is this about the...
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Huh?
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because that was funny.
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Giant head thing
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Hmm?
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Let's test this plasma.
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- Of course, - the second I get near it,
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- It might jump onto my face,
- enter my brain via my tear ducts
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- And pilot me - like a meat puppet.
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Really?!
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- Ben, I'm trying - to build tension.
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And then the alien
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does jump into your brain.
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- No, it doesn't. - Yes, it does.
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No, it doesn't.
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I test the liquid.
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It's amniotic fluid,
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almost like it was from...
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eggs!
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Proof of alien visitors,
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- and look, - they're... they're...
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Both: Hatching?
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Blech!
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Wow, they're huge...
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Big eyes, long fingers.
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That's Dark Matter.
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- You're describing Kevin's alien, - Dark Matter.
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Well, fair enough.
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[ Groans ]
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[ Blows raspberry, laughs ]
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Watch this. Watch this.
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[ Groans ]
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I don't appreciate that.
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[ Both grunting ]
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Quit it, Ben.
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You can't even hit him
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'cause... 'cause...
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- that's not even - his true form.
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He's pure energy now.
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No, a fat head.
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No, energy.
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No, a fat head.
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- Energy! - Fat head!
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Energy!
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Aha, you fools!
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Now I'm a fat head
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of pure energy!
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Breath smells terrible.
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[ Exhales ]
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- Ben, - you messed up my story.
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Are you kidding?
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I made it so much better.
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Both: Aah!
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I think it's time
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for my kind of story...
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The kind where everyone
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gets along?
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? In a distant galaxy ?
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? Where everything
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tastes great ?
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? There's no better alchemy ?
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? Than baking cookies
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and cake ?
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? No hero's more savory ?
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? Than fearless Pilot Max ?
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? The picture of bravery ?
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? In a spaceship
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made of snacks ?
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Grandpa,
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what about me?
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? Max has a robot friend ?
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? Who bakes
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brownies perfectly ?
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? And her name is
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First Mate Gwen ?
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Don't I come too?
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Well, sure, you do.
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And I'm Jetray.
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Whatever you say?
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Max and Gwen: ? Oh,
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the planets have all aligned ?
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? To bring us chocolate,
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sugar and spice ?
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? We'll have brownies
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when it's all combined ?
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? I just want a villain
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to fight ?
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- ? Stardust has - a sugary crunch ?
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? And space butter's
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softer than silk ?
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? I like brownies
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with punch ?
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? Would you settle
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for a glass of... milk? ?
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Both: Milk,
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milk, milk, milk, milk.
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Brownies without a drink?
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That just isn't okay.
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Captain,
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what do you think?
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? Next stop...
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The Milky Way ?
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??
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? When was
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this map written? ?
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? The planets go
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on and on ?
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? But the ones left here
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are bitten ?
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? And the rest of them ?
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? Are gone ?
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Oh, no, a cosmic entity clad
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in purple space dust
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- is drinking up - the Milky Way.
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Why are you doing this?
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I'm here to find the greatest
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combination of flavors
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in the universe.
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Well, stop it, please!
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Why don't you come up here
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and make me?
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Oh, you want a fight, huh?
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My pleasure.
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Ben, Jetray can't breathe
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in space.
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-How do you know?
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-Huh.
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Boop! Zap!
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Yeah! Yeah! Yeah! Yeah!
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[ Laughs ]
227
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Yeah!
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- -Ha! - -Whoa! No! No!
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[ Grunts ]
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Ooh!
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Now that the appetizer
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is out of the way,
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what's your ship
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made of again?
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Inedible garbage?
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I'm not picky.
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Huh?
238
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Whoa!
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Ha! You missed me.
240
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-I wasn't aiming for you.
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-Grandpa?
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- If we don't give him - something better,
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He'll consume
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the whole ship.
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The galaxy brownies.
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Eat this!
247
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Whoa,
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that's a good brownie.
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Later, nerds.
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-We did it!
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The galaxy is safe!
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Mmm! [ Laughs ]
253
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From what?
254
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He's not in space jail.
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But he is a prisoner
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of fine taste.
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Yeah, I'm sure the people
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whose planets got ate
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are real cool with that.
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I'd love to see you come up
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with something better.
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And I will
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'cause it's my turn.
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Ben: So it was a normal,
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not-wrecked day,
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but then Kevin shows up
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and wrecks it.
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[ As Crystalfist ]
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Yo, I'm here to wreck everything
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like it's my job or something.
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- [ As Rath ] - Not so fast, hombre.
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[ As Crystalfist ] Oh, no.
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Now I'm the one getting wrecked.
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- [ As Rath ] - Because that's my job.
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[ Grunting ]
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Oh, no! Kevin is winning
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for some reason.
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I could use a hand.
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[ As Four Arms ]
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How about four of them?
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[ As Jetray ] Looks like
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it's about to rain laser beams.
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Hey!
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[ Grunting ]
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Max and Gwen: Ben!
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Stories like this are boring.
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It doesn't make sense.
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You can't just have a villain
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show up with no motivation.
290
00:07:48,208 --> 00:07:50,375
Ben: Ugh, fine.
291
00:07:50,458 --> 00:07:51,665
On the last episode,
292
00:07:51,689 --> 00:07:52,917
our hero was hunting
293
00:07:53,000 --> 00:07:54,417
a city-wrecking monster.
294
00:07:54,418 --> 00:07:55,854
He's tracked him, but he'll need
295
00:07:55,855 --> 00:07:57,208
some masterful advice
296
00:07:57,292 --> 00:07:58,644
from some kind
297
00:07:58,668 --> 00:08:00,042
of advice master.
298
00:08:00,125 --> 00:08:01,227
Master Max,
299
00:08:00,125 --> 00:08:01,250
Just chilling.
300
00:08:01,251 --> 00:08:02,457
why are you here?
301
00:08:02,458 --> 00:08:03,583
Anyway, here's the deal,
302
00:08:03,584 --> 00:08:04,791
your watch and your muscles
303
00:08:04,792 --> 00:08:06,124
- won't be enough - to defeat him.
304
00:08:06,125 --> 00:08:07,916
- You need to sacrifice - something in return.
305
00:08:07,917 --> 00:08:09,457
- I sacrificed time - to get swole.
306
00:08:09,458 --> 00:08:11,708
Yeah, that works.
307
00:08:11,792 --> 00:08:13,519
- Hmm, - he's got to be close.
308
00:08:13,625 --> 00:08:14,915
I want to be in the story!
309
00:08:14,939 --> 00:08:16,250
You were in mine.
310
00:08:16,251 --> 00:08:17,624
- Uh, well, - what do you want to be?
311
00:08:17,625 --> 00:08:18,873
Cat Gwen! Cat Gwen!
312
00:08:18,897 --> 00:08:20,167
Yeah!
313
00:08:20,168 --> 00:08:21,541
- [ Beeping ] - Whoa, hold up.
314
00:08:21,542 --> 00:08:23,249
- I'm getting major readings - nearby.
315
00:08:23,250 --> 00:08:24,875
Both: Huh? Kevin!
316
00:08:24,958 --> 00:08:26,208
You're in for it now.
317
00:08:26,209 --> 00:08:27,916
- Now all my training - will pay off.
318
00:08:27,917 --> 00:08:29,186
Oh, no.
319
00:08:29,210 --> 00:08:30,500
He's using that.
320
00:08:30,583 --> 00:08:32,292
Ya!
321
00:08:32,375 --> 00:08:33,936
His transformation is having
322
00:08:33,960 --> 00:08:35,542
some kind of effect on me!
323
00:08:35,625 --> 00:08:37,542
Ah!
324
00:08:37,625 --> 00:08:39,375
[ Roars ]
325
00:08:39,376 --> 00:08:39,457
- Gwen: - Wait, something is different
326
00:08:39,458 --> 00:08:41,625
About Kevin this time.
327
00:08:41,708 --> 00:08:42,998
Has he lost control
328
00:08:43,022 --> 00:08:44,333
of his own powers, huh?
329
00:08:44,417 --> 00:08:46,060
- Ah! - What incredible speed!
330
00:08:46,167 --> 00:08:47,769
- But he is - not so fast.
331
00:08:47,875 --> 00:08:49,667
[ Grunting ]
332
00:08:49,668 --> 00:08:51,124
- I cannot beat him - in this form.
333
00:08:51,125 --> 00:08:52,352
I guess I'll have to use
334
00:08:52,376 --> 00:08:53,625
my final form. Ha!
335
00:08:53,708 --> 00:08:55,248
Huh?
336
00:08:53,708 --> 00:08:55,271
look really silly.
337
00:08:55,272 --> 00:08:56,916
Kevin, your aliens
338
00:08:56,917 --> 00:08:57,917
So it's true... somehow,
339
00:08:57,918 --> 00:08:58,968
Kevin's powers
340
00:08:58,969 --> 00:09:00,624
- are being affected - by Ben's Omnitrix.
341
00:09:00,625 --> 00:09:02,019
It doesn't matter.
342
00:09:02,043 --> 00:09:03,458
I'll still destroy you.
343
00:09:03,542 --> 00:09:06,625
[ Grunting ]
344
00:09:06,708 --> 00:09:10,208
??
345
00:09:10,292 --> 00:09:11,958
Uh, he's strong.
346
00:09:12,042 --> 00:09:13,332
I guess I'll have to use
347
00:09:13,356 --> 00:09:14,667
my final final form.
348
00:09:14,750 --> 00:09:22,542
??
349
00:09:22,625 --> 00:09:24,750
Yah!
350
00:09:24,833 --> 00:09:26,542
[ Grunting ]
351
00:09:30,708 --> 00:09:32,292
Aah!
352
00:09:32,375 --> 00:09:33,958
Aah!
353
00:09:45,250 --> 00:09:46,686
Transforming and time out
354
00:09:46,710 --> 00:09:48,167
at the same time? Really?
355
00:09:48,250 --> 00:09:49,333
You don't get it.
356
00:09:49,334 --> 00:09:50,707
- Our watches have - somehow been linked.
357
00:09:50,708 --> 00:09:52,602
- I have no control over it - anymore,
358
00:09:52,603 --> 00:09:54,207
- So unless your watch - doesn't exist,
359
00:09:54,208 --> 00:09:55,313
I'm stuck transforming
360
00:09:55,314 --> 00:09:56,417
without any control.
361
00:09:56,418 --> 00:09:58,749
- Ben: I've had this watch
- for as long as I can remember.
362
00:09:58,750 --> 00:10:00,167
Ben, what do we do?
363
00:10:00,250 --> 00:10:01,583
What Master Max said.
364
00:10:01,584 --> 00:10:03,082
- But then - you'll lose your power.
365
00:10:03,083 --> 00:10:04,104
Yeah, but I'll still
366
00:10:04,105 --> 00:10:05,155
be a hero.
367
00:10:05,208 --> 00:10:06,477
- -[ Gasps ] - -Gasp!
368
00:10:06,583 --> 00:10:08,000
Aah!
369
00:10:08,083 --> 00:10:09,667
Huh?
370
00:10:09,750 --> 00:10:11,708
Huh! Aah!
371
00:10:11,792 --> 00:10:12,958
[ Munching ]
372
00:10:12,959 --> 00:10:14,105
Did you just solve that
373
00:10:14,106 --> 00:10:15,167
without punching?
374
00:10:15,250 --> 00:10:17,144
[ Sobbing ]
375
00:10:17,168 --> 00:10:19,083
Why am I such a good person?
376
00:10:19,167 --> 00:10:20,644
- So what happens next, - Ben?
377
00:10:20,750 --> 00:10:22,602
- Right, so anyway, - naturally,
378
00:10:22,708 --> 00:10:24,081
The blast sent Kevin
379
00:10:24,105 --> 00:10:25,500
flying back into a pit.
380
00:10:25,583 --> 00:10:27,042
Falling in the pit!
381
00:10:27,125 --> 00:10:29,019
- But I saved him - just in time.
382
00:10:29,125 --> 00:10:30,208
[ Blows raspberry ]
383
00:10:30,209 --> 00:10:31,313
Still wanted
384
00:10:31,314 --> 00:10:32,364
to punch him though.
385
00:10:32,417 --> 00:10:35,375
[ Grunting ]
386
00:10:35,458 --> 00:10:36,750
You did it!
387
00:10:36,751 --> 00:10:38,624
- Yeah, and despite - our differences,
388
00:10:38,625 --> 00:10:39,625
Kevin could probably
389
00:10:39,626 --> 00:10:40,676
join our team,
390
00:10:40,708 --> 00:10:42,602
but Kevin is too cool,
391
00:10:42,626 --> 00:10:44,542
and I'm a big nerd.
392
00:10:44,625 --> 00:10:45,750
Uh, what?
393
00:10:45,751 --> 00:10:46,854
Kevin 11: Suddenly,
394
00:10:46,855 --> 00:10:47,957
Kevin's watch comes back
395
00:10:47,958 --> 00:10:49,060
because he would have
396
00:10:49,061 --> 00:10:50,291
just made a new one anyway.
397
00:10:50,292 --> 00:10:51,561
Hey! Whoa!
398
00:10:50,292 --> 00:10:51,584
in Ben's big goofy face.
399
00:10:51,585 --> 00:10:52,957
Then he'd rub it
400
00:10:52,958 --> 00:10:54,874
- Ben: This isn't how - it's supposed to go!
401
00:10:54,875 --> 00:10:56,394
- Ugh, no. - [ Laughs ]
402
00:10:56,500 --> 00:10:57,550
Kevin, how did you
403
00:10:57,564 --> 00:10:58,625
even get here?
404
00:10:58,708 --> 00:10:59,758
- Ugh! - Whoa!
405
00:10:59,792 --> 00:11:01,000
Hey!
406
00:11:03,125 --> 00:11:08,750
??
407
00:11:08,833 --> 00:11:14,375
??
408
00:11:14,458 --> 00:11:15,602
I sacrificed time
409
00:11:15,626 --> 00:11:16,792
to get swole.
410
00:11:16,842 --> 00:11:21,392
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