1
00:00:05,106 --> 00:00:07,239
>> aah! Looks like
we beat the crowd.

2
00:00:07,241 --> 00:00:11,343
>> yeah. You sure we're in the
right place, grandpa?

3
00:00:11,345 --> 00:00:18,384
>> tomorrow this place will be
crawling with gator-fest fans.

4
00:00:20,154 --> 00:00:21,553
>> eww!

5
00:00:26,627 --> 00:00:27,559
What are you doing?

6
00:00:27,561 --> 00:00:30,496
>> who knows how many more alien
hero dudes are inside this
thing?

7
00:00:30,498 --> 00:00:32,498
I just have to figure out how
it works.

8
00:00:32,500 --> 00:00:35,267
>> you shouldn't mess around
with that thing, ben.

9
00:00:35,269 --> 00:00:36,502
You're just asking for trouble.

10
00:00:36,504 --> 00:00:39,505
>> just chill out.
I know what i'm doing.

11
00:00:39,507 --> 00:00:40,739
>> that'd be a first.

12
00:00:40,741 --> 00:00:41,640
>> gwen's right, ben.

13
00:00:41,642 --> 00:00:45,744
I want you to promise me you'll
take it easy on the omnitrix.

14
00:00:45,746 --> 00:00:47,279
>> ok, grandpa.

15
00:00:47,281 --> 00:00:48,747
>> now, don't stay up too late.

16
00:00:48,749 --> 00:00:51,483
Tomorrow's a big day.

17
00:00:51,485 --> 00:00:53,552
Good night.

18
00:00:59,126 --> 00:01:01,794
>> yes!

19
00:01:01,796 --> 00:01:03,395
Oh, no!

20
00:01:15,843 --> 00:01:17,076
>> ¶ it started when ¶

21
00:01:17,078 --> 00:01:18,777
¶ an alien device
did what it did ¶

22
00:01:18,779 --> 00:01:21,313
¶ and stuck itself
upon his wrist ¶

23
00:01:21,315 --> 00:01:22,681
¶ with secrets that it hid ¶

24
00:01:22,683 --> 00:01:24,450
¶ now he's got super powers ¶

25
00:01:24,452 --> 00:01:26,285
¶ he's no ordinary kid ¶

26
00:01:26,287 --> 00:01:28,720
¶ he's ben 10 ¶

27
00:01:28,722 --> 00:01:30,155
>> ¶ ben 10 ¶

28
00:01:30,157 --> 00:01:31,156
>> ¶ so if you see him ¶

29
00:01:31,158 --> 00:01:33,358
¶ you might be in
for a big surprise ¶

30
00:01:33,360 --> 00:01:35,094
¶ he'll turn into an alien ¶

31
00:01:35,096 --> 00:01:36,562
¶ before your very eyes ¶

32
00:01:36,564 --> 00:01:39,131
¶ he's funny, freaky, fast
and strong ¶

33
00:01:39,133 --> 00:01:40,499
¶ he's every shape and size ¶

34
00:01:40,501 --> 00:01:42,468
¶ he's ben 10 ¶

35
00:01:42,470 --> 00:01:44,336
>> ¶ ben 10 ¶

36
00:01:44,338 --> 00:01:45,838
>> ¶ all new powers ¶

37
00:01:45,840 --> 00:01:47,739
¶ he's on the case ¶

38
00:01:47,741 --> 00:01:49,241
¶ fighting all evil ¶

39
00:01:49,243 --> 00:01:50,776
¶ from earth or space ¶

40
00:01:50,778 --> 00:01:54,646
¶ he'll never stop
till it's ok ¶

41
00:01:54,648 --> 00:01:56,315
¶ 'cause he's the baddest kid ¶

42
00:01:56,317 --> 00:01:58,383
¶ to ever save the day ¶

43
00:01:58,385 --> 00:02:00,185
¶ ben 10 ¶

44
00:02:03,591 --> 00:02:05,290
>> ¶ ben 10 ¶

45
00:02:05,292 --> 00:02:07,759
>> ¶ 10, 10, 10 ¶

46
00:02:19,907 --> 00:02:26,645
>> oh, man! I am gonna get so
busted if anybody sees this.

47
00:02:26,647 --> 00:02:28,247
>> ben?

48
00:02:28,249 --> 00:02:30,682
>> what was that?

49
00:02:30,684 --> 00:02:31,683
>> what was what?

50
00:02:31,685 --> 00:02:33,418
>> what was that noise?

51
00:02:33,420 --> 00:02:34,887
>> uh, lightning?

52
00:02:34,889 --> 00:02:37,256
>> there's not a cloud
in the sky.

53
00:02:37,258 --> 00:02:39,258
>> uh, lightning got rid of
them?

54
00:02:39,260 --> 00:02:41,760
>> he's up to something,
grandpa.

55
00:02:41,762 --> 00:02:42,761
>> oh, you are so paranoid.

56
00:02:42,763 --> 00:02:44,663
She's just trying to get me
into trouble.

57
00:02:44,665 --> 00:02:48,567
>> ok, that's enough.
Let's go, both of you.

58
00:02:48,569 --> 00:02:50,269
Bedtime.

59
00:02:56,610 --> 00:02:58,677
[owl hoots]

60
00:03:13,694 --> 00:03:15,460
>> there, good as new.

61
00:03:15,462 --> 00:03:16,428
>> what's good as new?

62
00:03:16,430 --> 00:03:19,731
>> i wish i could say your
face, but it's the same old one.

63
00:03:19,733 --> 00:03:24,303
>> i think the florida heat has
fried your brain!

64
00:03:26,640 --> 00:03:28,273
Whoa!

65
00:03:35,216 --> 00:03:36,481
>> ha ha. Told you.

66
00:03:36,483 --> 00:03:40,452
Let the gator fest begin.

67
00:03:57,605 --> 00:04:04,543
>> hey, larry. Check out these
weird worms i found.

68
00:04:04,545 --> 00:04:07,913
>> freaky!

69
00:04:07,915 --> 00:04:11,383
>> you know, i think you kids
are gonna enjoy this.

70
00:04:11,385 --> 00:04:12,284
It is a rare event.

71
00:04:12,286 --> 00:04:16,488
>> you mean like ben changing
his underwear?

72
00:04:22,896 --> 00:04:24,529
>> [cheers]

73
00:04:24,531 --> 00:04:28,800
>> aw, they are kind of cute.

74
00:04:31,372 --> 00:04:32,971
>> what are they running from?

75
00:04:32,973 --> 00:04:34,539
They're alligators.

76
00:04:34,541 --> 00:04:36,375
>> that's very odd.

77
00:04:36,377 --> 00:04:38,810
What do you think would make
them do that?

78
00:04:38,812 --> 00:04:40,679
>> i'll give you one guess.

79
00:04:40,681 --> 00:04:44,049
And it goes "ribbit."

80
00:04:48,355 --> 00:04:49,321
>> no way!

81
00:04:49,323 --> 00:04:50,856
I recognize that croaker.

82
00:04:50,858 --> 00:04:54,726
That's dr. Animo's frog.

83
00:04:56,930 --> 00:05:01,300
This is so not my idea of
leapfrog.

84
00:05:06,874 --> 00:05:07,939
[gasps]

85
00:05:07,941 --> 00:05:10,909
Dr. Animo! How did--

86
00:05:10,911 --> 00:05:12,577
>> i find you?

87
00:05:12,579 --> 00:05:17,449
It wasn't difficult to track
your alien exploits when you

88
00:05:17,451 --> 00:05:19,618
Insist on helping people all
the time.

89
00:05:19,620 --> 00:05:26,091
You thought you were such a
big shot after stopping my
mutated creations!

90
00:05:26,093 --> 00:05:28,427
But they were merely the
beginning.

91
00:05:28,429 --> 00:05:34,466
I will not be denied my place
in history.

92
00:05:34,468 --> 00:05:36,635
Destroy him!

93
00:05:40,774 --> 00:05:44,076
>> you're going back where you
belong, animo.

94
00:05:44,078 --> 00:05:45,877
>> never!

95
00:05:48,515 --> 00:05:53,485
>> ok, dr. Freakamo,
party's over!

96
00:05:56,490 --> 00:05:58,023
>> ben, you're--

97
00:05:58,025 --> 00:06:00,826
>> stink arms?

98
00:06:00,828 --> 00:06:04,796
>> four arms and stinkfly's
body?

99
00:06:08,802 --> 00:06:10,702
Must be another new alien.

100
00:06:10,704 --> 00:06:15,140
Now i can fly and kick butt at
the same time.

101
00:06:15,142 --> 00:06:16,775
Cool!

102
00:06:17,811 --> 00:06:23,815
You--you gained weight since
last time, or i'm not as strong
as i used to be.

103
00:06:23,817 --> 00:06:25,450
Waah!

104
00:06:28,655 --> 00:06:30,655
[muttering]

105
00:06:30,657 --> 00:06:32,057
Mutant!

106
00:06:36,630 --> 00:06:39,965
Ah, i'm too big to fly.

107
00:07:11,765 --> 00:07:13,665
>> well, well.

108
00:07:13,667 --> 00:07:16,902
What do we have here?

109
00:07:23,644 --> 00:07:25,444
Let's go.

110
00:07:30,651 --> 00:07:32,851
>> that's right,
you'd better run!

111
00:07:32,853 --> 00:07:40,592
>> so, ben, why did you turn
into some freaky alien combo
platter?

112
00:07:40,594 --> 00:07:42,160
What did you do to the watch?!

113
00:07:42,162 --> 00:07:44,830
>> it's no biggie.
Goes right back on.

114
00:07:44,832 --> 00:07:48,500
Now, where is it?
It was right here.

115
00:07:48,502 --> 00:07:53,972
I saw it just before dr. Animo
and froggy hopped out
of--uh-oh!

116
00:07:59,046 --> 00:08:08,153
>> fascinating. Dna-based, yet
with a power source unlike any
i've ever imagined.

117
00:08:10,224 --> 00:08:16,027
Eptesicus fuscus: What a
perfect guinea pig.

118
00:08:16,029 --> 00:08:20,799
You shall be the first in a new
world order,

119
00:08:20,801 --> 00:08:26,204
Courtesy of ben tennyson
and dr. Animo.

120
00:08:39,820 --> 00:08:44,990
>> yes!
Give my creation life!

121
00:08:44,992 --> 00:08:47,726
[evil laughter]

122
00:08:54,167 --> 00:08:56,668
>> we've been at this for
hours.

123
00:08:56,670 --> 00:08:57,736
>> we have to keep looking.

124
00:08:57,738 --> 00:09:00,272
If the good doctor can figure
out how to tap into the watch's

125
00:09:00,274 --> 00:09:03,008
Alien dna, who knows
what could happen?

126
00:09:03,010 --> 00:09:08,547
>> i saw that!
Go ahead, say it.
You know you want to.

127
00:09:08,549 --> 00:09:09,114
>> say what?

128
00:09:09,116 --> 00:09:10,982
>> you know, the big "i told
you so" speech

129
00:09:10,984 --> 00:09:13,552
About messing around with the
omnitrix and how you were right
all along

130
00:09:13,554 --> 00:09:18,623
And if i'd listened to you, we
wouldn't be in the trouble that
we are in right now!

131
00:09:18,625 --> 00:09:19,724
>> i didn't say a word.

132
00:09:19,726 --> 00:09:21,326
>> yeah, but you're thinking
about it.

133
00:09:21,328 --> 00:09:23,595
Admit it.
There's no way i'm waiting.

134
00:09:23,597 --> 00:09:26,698
Just go ahead and
say it now and get it over with.

135
00:09:26,700 --> 00:09:30,335
>> i don't know what you're
talking about, benjamin.

136
00:09:30,337 --> 00:09:33,572
>> grandpa, gwen won't say
"i told you so."

137
00:09:33,574 --> 00:09:34,306
[loud roar]

138
00:09:34,308 --> 00:09:37,609
>> i don't like the sound
of that.

139
00:09:42,349 --> 00:09:45,750
>> whoa! It's heatblast
gone batty.

140
00:09:45,752 --> 00:09:47,719
>> hold on!

141
00:09:48,989 --> 00:09:54,192
>> gee, do you think animo has
figured out the power in that
piece of the watch?

142
00:09:54,194 --> 00:09:58,129
>> that is definitely an
"i told you so."

143
00:10:01,602 --> 00:10:03,301
>> i'll take care of this
hot head.

144
00:10:03,303 --> 00:10:06,104
>> ben, i don't think going
hero is a good idea.

145
00:10:06,106 --> 00:10:09,374
You don't know what you'll
turn into.

146
00:10:10,377 --> 00:10:11,176
Everybody, duck!

147
00:10:11,178 --> 00:10:17,282
>> if i don't try, we're gonna
get barbecued, cajun-style.

148
00:10:18,919 --> 00:10:22,988
>> give me something good!

149
00:10:23,023 --> 00:10:23,622
Oh, man!

150
00:10:23,624 --> 00:10:26,191
Diamond head and grey matter.

151
00:10:26,193 --> 00:10:31,196
I'm a razor-sharp hood ornament!

152
00:10:31,999 --> 00:10:37,202
Aaah!

153
00:10:37,204 --> 00:10:38,837
Oooh!

154
00:10:42,643 --> 00:10:45,744
>> ben, behind you!

155
00:10:56,890 --> 00:10:57,689
>> ben!

156
00:10:57,691 --> 00:10:59,991
>> could this get any worse?

157
00:10:59,993 --> 00:11:02,093
I had to ask!

158
00:11:09,870 --> 00:11:11,836
>> hold on!

159
00:11:17,077 --> 00:11:19,277
>> probably headed
back to animo.

160
00:11:19,279 --> 00:11:20,345
Follow that mutant bat!

161
00:11:20,347 --> 00:11:23,748
>> can't!
Road block up ahead.

162
00:11:23,750 --> 00:11:26,418
>> i'll clear the path!

163
00:11:26,420 --> 00:11:32,257
I wish diamond matter
were more of a tough guy!

164
00:11:33,794 --> 00:11:34,893
Grandpa!

165
00:11:34,895 --> 00:11:36,828
Hard left!

166
00:11:38,899 --> 00:11:39,998
Where'd he go?

167
00:11:40,000 --> 00:11:42,333
>> over there!

168
00:11:45,739 --> 00:11:47,072
>> looks like an old
observatory.

169
00:11:47,074 --> 00:11:50,008
>> what's an observatory doing
in the middle of a swamp?

170
00:11:50,010 --> 00:11:52,977
>> without the lights from a
city, the stars are brighter

171
00:11:52,979 --> 00:11:55,213
And can be seen more clearly.

172
00:11:55,215 --> 00:11:56,748
>> oh, thank you,
miss know-it-all.

173
00:11:56,750 --> 00:12:00,852
Bet you're just dying to tell
me how i screwed up.

174
00:12:00,854 --> 00:12:02,020
>> not at all.

175
00:12:02,022 --> 00:12:05,990
This is the most fun i've had
all summer.

176
00:12:13,834 --> 00:12:17,202
>> animo's been busy.

177
00:12:30,784 --> 00:12:32,317
>> you really should have
knocked.

178
00:12:32,319 --> 00:12:35,320
It isn't polite to sneak up on
someone like this.

179
00:12:35,322 --> 00:12:40,825
>> you've got something that
belongs to me, and i want it
back.

180
00:12:40,827 --> 00:12:42,127
>> ah, yes.

181
00:12:42,129 --> 00:12:45,230
Interesting piece of technology.

182
00:12:45,232 --> 00:12:49,968
Its potential power is
virtually unlimited.

183
00:12:49,970 --> 00:12:56,374
I will put its alien
dna to good use.

184
00:12:56,376 --> 00:12:57,542
>> what do you mean, good use?

185
00:12:57,544 --> 00:13:01,946
>> with this telescope, i'll be
able to bounce my
transmodulator signal

186
00:13:01,948 --> 00:13:06,151
Off of a satellite and blanket
the planet with its power,

187
00:13:06,153 --> 00:13:11,790
Creating a new, more interesting
world order.

188
00:13:11,792 --> 00:13:15,093
>> ok. Science project's over,
dr. Quack.

189
00:13:15,095 --> 00:13:18,296
>> oh, but it's just beginning.

190
00:13:18,298 --> 00:13:28,873
In fact, you should feel
privileged to be the first
human test subject.

191
00:13:28,875 --> 00:13:31,409
[evil laughter]

192
00:13:50,463 --> 00:13:53,565
>> if i'd just listened to you
about messing with the watch,

193
00:13:53,567 --> 00:13:55,166
None of this would have
happened.

194
00:13:55,168 --> 00:13:58,970
>> forget about that!
Right now we need a plan.

195
00:13:58,972 --> 00:14:01,306
>> a successful test, indeed.

196
00:14:01,308 --> 00:14:05,143
But as a scientist,
i must be sure.

197
00:14:05,145 --> 00:14:06,511
>> you're going alien again?

198
00:14:06,513 --> 00:14:11,583
>> if i don't, we'll both get
turned into that.

199
00:14:25,532 --> 00:14:28,166
>> heatblast and ripjaws?

200
00:14:28,168 --> 00:14:29,868
Not the best combo.

201
00:14:29,870 --> 00:14:33,071
>> well, well.
What do we have here?

202
00:14:33,073 --> 00:14:34,272
A walking fish-fry?

203
00:14:34,274 --> 00:14:43,948
>> turn my grandpa back to
normal, or so help me--

204
00:14:43,950 --> 00:14:50,889
>> ah! Looks like you're the one
who's going to need help.

205
00:14:59,933 --> 00:15:01,532
>> hey!
Nothing happened!

206
00:15:01,534 --> 00:15:07,505
>> your altered state seems to
have made you immune to the
effects of my ray.

207
00:15:07,507 --> 00:15:11,542
Pity! Instead of giving you a
new life,

208
00:15:11,544 --> 00:15:16,381
I will have to settle
for ending your old one.

209
00:15:16,383 --> 00:15:19,584
Finish him, my pets.

210
00:15:29,596 --> 00:15:35,066
>> all right.
I'll fight fire with fire!

211
00:16:07,133 --> 00:16:12,470
>> oh, man.
I don't like this ride.

212
00:16:23,183 --> 00:16:26,751
>> [gasping]
need water!

213
00:16:36,196 --> 00:16:39,630
>> welcome to my world.

214
00:16:49,342 --> 00:16:51,542
Get the girl!

215
00:17:07,560 --> 00:17:10,795
Aah! The satellite is
approaching its position.

216
00:17:10,797 --> 00:17:17,101
Who says one man can't
change the world!

217
00:17:32,719 --> 00:17:37,422
>> you haven't won yet, animo!

218
00:17:55,141 --> 00:17:57,075
[screech]

219
00:18:03,716 --> 00:18:04,615
[gasps]

220
00:18:04,617 --> 00:18:06,284
Can't breathe!

221
00:18:06,286 --> 00:18:13,091
Maybe this fire with fire thing
wasn't such a good idea.

222
00:18:41,554 --> 00:18:45,223
Ooh!

223
00:18:45,225 --> 00:18:48,726
>> come on!
Where are you?

224
00:18:53,433 --> 00:18:54,866
Aaah!

225
00:18:58,605 --> 00:18:59,737
Not good!

226
00:18:59,739 --> 00:19:01,506
>> the moment is here!

227
00:19:01,508 --> 00:19:07,612
The next evolution
will be televised.

228
00:19:07,614 --> 00:19:12,550
>> change my grandpa back or
i'll boil your butt!

229
00:19:12,552 --> 00:19:14,719
>> and ruin my best work?

230
00:19:14,721 --> 00:19:15,419
Forget it!

231
00:19:15,421 --> 00:19:21,759
But i will give him some
company--like the entire planet!

232
00:19:24,464 --> 00:19:26,531
My mutant ray!

233
00:19:26,533 --> 00:19:29,333
What happened?

234
00:19:29,335 --> 00:19:31,269
>> i borrowed this back.

235
00:19:31,271 --> 00:19:32,403
Is that a problem?

236
00:19:32,405 --> 00:19:33,304
>> give it back to me!

237
00:19:33,306 --> 00:19:40,244
Only my genius can utilize such
power to its full potential.

238
00:19:46,753 --> 00:19:52,323
>> aaah!

239
00:19:52,325 --> 00:19:52,924
>> are you ok?

240
00:19:52,926 --> 00:19:56,961
>> yeah, but i wish we could
say the same about grandpa.

241
00:19:56,963 --> 00:19:58,829
>> what are we going to do?

242
00:19:58,831 --> 00:19:59,664
>> i don't know.

243
00:19:59,666 --> 00:20:01,465
You were right about
everything, gwen.

244
00:20:01,467 --> 00:20:06,637
I just wish i could take it all
back--reverse everything i've
done.

245
00:20:06,639 --> 00:20:12,310
>> ah! That is the smartest
thing you've ever said.

246
00:20:12,312 --> 00:20:14,612
>> huh!
What'd i say?

247
00:20:14,614 --> 00:20:16,447
>> wait there!

248
00:20:16,449 --> 00:20:18,282
>> what are you doing?

249
00:20:18,284 --> 00:20:19,317
>> fire it up.

250
00:20:19,319 --> 00:20:19,984
>> are you mental?

251
00:20:19,986 --> 00:20:21,752
We don't know what it will
do to him.

252
00:20:21,754 --> 00:20:25,856
>> couldn't be any worse than
what he is now.

253
00:20:29,929 --> 00:20:31,762
>> 3, 2, 1.

254
00:20:37,403 --> 00:20:40,871
Grandpa!
You're back!

255
00:20:40,873 --> 00:20:45,643
>> back? Where'd i go.

256
00:20:45,645 --> 00:20:46,844
>> what did you do in there?

257
00:20:46,846 --> 00:20:49,880
>> i put the face plate in
backwards and hoped it would

258
00:20:49,882 --> 00:20:52,350
Reverse the effects of
animo's ray.

259
00:20:52,352 --> 00:20:56,487
Too bad we can't just do the
same for you.

260
00:20:56,489 --> 00:20:58,389
>> hey, maybe we can.

261
00:20:58,391 --> 00:21:02,960
Quick, throw me the face plate.

262
00:21:05,598 --> 00:21:08,666
Yeah! It worked!

263
00:21:08,668 --> 00:21:09,600
Good as new.

264
00:21:09,602 --> 00:21:16,641
>> why do i have this strange
craving for rotten eggs and
sugar water?

265
00:21:16,643 --> 00:21:19,577
>> oh, ben, i almost forgot.

266
00:21:19,579 --> 00:21:22,413
Um, i told you so!

267
00:21:28,421 --> 00:21:30,655
I feel like i'm watching
a rerun.

268
00:21:30,657 --> 00:21:35,793
>> you have not seen the
last of me!

269
00:21:35,795 --> 00:21:36,761
>> yeah, i wish.

270
00:21:36,763 --> 00:21:39,430
>> i wonder if he learned
his lesson.

271
00:21:39,432 --> 00:21:42,600
Don't mess around with the
tennysons.

272
00:21:42,602 --> 00:21:43,334
>> i'm not sure.

273
00:21:43,336 --> 00:21:48,005
But at least ben learned
something, right, ben?

274
00:21:48,007 --> 00:21:48,639
Ben!

275
00:21:48,641 --> 00:21:51,609
>> i was thinking. Maybe i could
rig this thing so that i could
become even

276
00:21:51,611 --> 00:21:54,378
More cool combinations
whenever i want.

277
00:21:54,380 --> 00:22:00,718
You know, like, diamondmutt or
xlr-freak.

278
00:22:00,720 --> 00:22:01,652
>> ben!

279
00:22:01,654 --> 00:22:04,388
>> just kidding.