1 00:00:01,525 --> 00:00:05,153 So Long and Thanks for All the Smoothies 2 00:00:22,090 --> 00:00:25,095 Whoo-hoo! 3 00:00:35,281 --> 00:00:37,655 Out of the way, people of Bellwood! 4 00:00:37,723 --> 00:00:38,088 Run! 5 00:00:46,638 --> 00:00:48,940 Nice save. 6 00:00:48,975 --> 00:00:51,580 But I think we've got an even bigger problem. 7 00:01:02,465 --> 00:01:03,031 ♪ Ben 10 ♪ 8 00:01:03,100 --> 00:01:04,733 ♪ he's a kid, and he wants to have fun ♪ 9 00:01:04,768 --> 00:01:07,370 ♪ but when you need a superhero, he gets the job done ♪ 10 00:01:07,406 --> 00:01:07,904 ♪ Ben 10 ♪ 11 00:01:07,939 --> 00:01:09,906 ♪ with a device that he wears on his arm ♪ 12 00:01:09,941 --> 00:01:12,208 ♪ he can change his shape and save the world from harm ♪ 13 00:01:12,278 --> 00:01:14,545 ♪ when trouble's taking place ♪ ♪ he gets right in its face ♪ 14 00:01:14,580 --> 00:01:15,914 ♪ Ben 10 ♪ 15 00:01:16,949 --> 00:01:19,385 ♪ when lives are on the line ♪ ♪ it's hero time ♪ 16 00:01:19,420 --> 00:01:20,652 ♪ Ben 10 ♪ 17 00:01:29,487 --> 00:01:34,458 - That is one big honking ship. - I cannot hear any honking. 18 00:01:34,494 --> 00:01:38,563 - Rook, it's an expression. - Ah, right. 19 00:01:38,631 --> 00:01:44,668 That honking ship has anchored itself to Earth. 20 00:01:48,207 --> 00:01:49,907 How's it going up there, Ben? 21 00:01:49,942 --> 00:01:51,675 We're on approach now, grandpa. 22 00:01:52,344 --> 00:01:53,577 How's it going down there? 23 00:01:53,612 --> 00:01:56,413 It's nothing a little seasoning won't fix. 24 00:01:57,450 --> 00:02:00,317 Grab him! 25 00:02:08,627 --> 00:02:11,596 Now, remember, Ben, we don't know anything about that 26 00:02:11,631 --> 00:02:14,398 ship or what's on board, so be careful. 27 00:02:14,467 --> 00:02:17,201 Come on, grandpa, you know me. 28 00:02:17,236 --> 00:02:20,505 Mauh-huh. That's why I said it. 29 00:02:20,573 --> 00:02:25,143 Okay, I promise Rook and I will call you if we see anything weird. 30 00:02:25,179 --> 00:02:27,312 Weird like that? 31 00:02:37,625 --> 00:02:39,259 You can lose the mask. 32 00:02:39,294 --> 00:02:42,429 How did you know there was a suitable atmosphere? 33 00:02:42,498 --> 00:02:46,267 Never been a problem before. And since I'm still upright ... 34 00:02:46,335 --> 00:02:46,767 Whoa! 35 00:02:49,272 --> 00:02:50,871 Interesting. 36 00:03:03,384 --> 00:03:07,254 Here's another. What does it do? 37 00:03:07,857 --> 00:03:11,358 The real question is, what's it doing here? 38 00:03:23,105 --> 00:03:26,441 - Freeze, you scum! - The Vreedle brothers?! 39 00:03:26,476 --> 00:03:31,079 - Ben Tennyson and... associate. - 'Sup? 40 00:03:31,148 --> 00:03:34,182 The two lowest beings in the universe. 41 00:03:34,250 --> 00:03:38,886 Oh, see, now you done hurt my fragile feelings. 42 00:03:38,921 --> 00:03:43,357 Boid, remember our recent musings about the inadvisability 43 00:03:43,392 --> 00:03:47,227 of surrender, being as we is now fugitives and such? 44 00:03:47,262 --> 00:03:52,098 I do indeed recollect such a discussion, Octagon. 45 00:03:52,133 --> 00:03:52,798 Why? 46 00:03:54,235 --> 00:03:58,071 - Light 'em up, Boid. - Look out! 47 00:03:59,106 --> 00:04:03,977 Come on, Omnitrix, give me Rath, give me Rath. 48 00:04:06,013 --> 00:04:07,913 Grey Matter? 49 00:04:07,981 --> 00:04:12,818 Oh, man, I had got to get a manual for this new thing. 50 00:04:29,937 --> 00:04:33,171 So, what have you two got to say for yourselves? 51 00:04:33,207 --> 00:04:38,177 D-D-D-Do you have any hot ch-ch-ch-chocolate? 52 00:04:41,648 --> 00:04:46,651 You're both beneath contempt ... the worst villains in the galaxy! 53 00:04:46,687 --> 00:04:48,119 Aww, thank you kindly. 54 00:04:48,154 --> 00:04:52,290 Wait. Since when? I thought you guys became Plumbers. 55 00:04:52,358 --> 00:04:54,992 - Oh, yeah, about that... - These two vermin 56 00:04:55,027 --> 00:04:57,928 destroyed the Plumber academy's ammunition dump! 57 00:04:57,997 --> 00:04:59,930 And the academy proper. 58 00:04:59,999 --> 00:05:05,102 We blowed it up real good. We couldn't help ourselves. 59 00:05:05,137 --> 00:05:06,570 It's in our nature. 60 00:05:06,605 --> 00:05:11,208 I had to take my final exam in a temporary trailer on an asteroid! 61 00:05:11,277 --> 00:05:14,011 The Plumbers have been hunting us down ever since. 62 00:05:14,046 --> 00:05:17,788 Is that why you two hijacked this cruiser ... 63 00:05:17,789 --> 00:05:20,283 to get back at the Plumbers? 64 00:05:20,318 --> 00:05:23,952 - That had not occurred to us. - We didn't hijack nothin'. 65 00:05:23,988 --> 00:05:28,557 We was merely scavenging this here random derelict vessel for weapons. 66 00:05:28,592 --> 00:05:32,193 Aha! Which is when you blew that hole in the bulkhead! 67 00:05:32,229 --> 00:05:35,551 That does indeed sound like something we would do, 68 00:05:35,552 --> 00:05:37,766 but, oddly enough, we did not. 69 00:05:41,672 --> 00:05:44,673 - My ship! - That ain't us, neither. 70 00:05:44,708 --> 00:05:50,312 Uh, environmental controls, warp drive, communications. 71 00:05:50,348 --> 00:05:53,615 Ah, tractor beam! 72 00:06:00,091 --> 00:06:02,958 Let's go find out who tried to steal your ride. 73 00:06:03,027 --> 00:06:06,495 These two abominations are coming with us. 74 00:06:06,531 --> 00:06:08,797 "A praise vous". 75 00:06:21,859 --> 00:06:25,227 - Argit?! - Ben Tennyson? 76 00:06:25,262 --> 00:06:28,564 Buddy! Uh, did you cut your hair? 77 00:06:28,599 --> 00:06:32,300 - What are you doing here? - Drop it, space vermin! 78 00:06:32,336 --> 00:06:36,672 Hey, back off, tough guy! I have the Annihilarrgh! 79 00:06:36,707 --> 00:06:40,409 - And I ain't afraid to use it. - The Annihilarrgh?! 80 00:06:40,478 --> 00:06:42,611 The Annihilarrgh?! 81 00:06:42,646 --> 00:06:45,380 The whataharrgh?! 82 00:06:50,184 --> 00:06:51,150 Spill. 83 00:06:51,186 --> 00:06:55,087 The Annihilarrgh is just an old legend, like Alien X. 84 00:06:55,123 --> 00:06:58,256 - Oh, it's real, all right. - So is Alien X. 85 00:06:58,292 --> 00:07:01,259 And look around you. I recognize this tub from the 86 00:07:01,295 --> 00:07:03,361 bedtime stories my mom used to tell me. 87 00:07:03,430 --> 00:07:09,434 I know those stories, as well, but that is all they are ... stories, fantasy. 88 00:07:09,470 --> 00:07:13,638 And yet here we are on the very ship of legend. 89 00:07:13,674 --> 00:07:17,342 I swiped a ride and flew up here as soon as this thing appeared in the sky. 90 00:07:17,378 --> 00:07:20,813 You're the individual who smashed into the side of the ship. 91 00:07:20,848 --> 00:07:25,651 That, uh, was a parallel-parking error in judgment. 92 00:07:25,686 --> 00:07:27,186 I don't do a lot of docking. 93 00:07:27,221 --> 00:07:31,423 That there was some mighty fine pointless destruction, son. 94 00:07:31,458 --> 00:07:37,829 I wants the Annihilarrgh, Octagon, so's we can do some pointless destruction. 95 00:07:40,600 --> 00:07:42,366 You know what would be great? 96 00:07:42,435 --> 00:07:46,403 An explanation, 'cause some of us didn't grow up in outer space. 97 00:07:46,439 --> 00:07:52,009 Well, there was an ancient pan-dimensional civilization ... the Contumelia. 98 00:07:52,078 --> 00:07:55,480 Their favorite pastime was flitting from parallel universe 99 00:07:55,515 --> 00:07:58,016 to parallel universe, scaring the locals. 100 00:07:58,052 --> 00:07:59,551 Oh that's mature. 101 00:07:59,587 --> 00:08:03,856 Yes, but things went poorly if they came to dislike a universe. 102 00:08:03,892 --> 00:08:07,827 Then they'd wipe out their piece of resistance, the Annihilarrgh! 103 00:08:07,863 --> 00:08:10,397 Who comes up with these names? 104 00:08:10,465 --> 00:08:12,299 Its full name's longer, but 105 00:08:12,367 --> 00:08:16,303 once it goes off, you only have time to say the first part. 106 00:08:16,372 --> 00:08:16,937 Boom. 107 00:08:16,972 --> 00:08:21,141 - So, where are the Contumelia now? - They died off eons ago. 108 00:08:21,209 --> 00:08:24,678 The legends say their deserted ship drifts from cosmos 109 00:08:24,713 --> 00:08:29,182 to cosmos, bearing a weapon that can, in fact, destroy the entire universe. 110 00:08:29,218 --> 00:08:33,553 Apparently, the stories were true ... about the ship at least. 111 00:08:33,589 --> 00:08:36,189 And the Annihilarrgh. 112 00:08:36,225 --> 00:08:39,126 A ghost ship with a doomsday device on board? 113 00:08:39,194 --> 00:08:42,396 Please! What kind of dimwit would believe that? 114 00:08:42,431 --> 00:08:43,864 I believes it. 115 00:08:43,899 --> 00:08:48,970 It is indeed a seemingly implausible yet entirely true tale. 116 00:08:52,309 --> 00:08:54,676 Lock onto that scow and board her. 117 00:08:54,711 --> 00:08:59,515 Anyone tries to cross you, fry 'em. 118 00:09:04,220 --> 00:09:04,953 Uh-Oh. 119 00:09:04,989 --> 00:09:09,892 An Incursian warship. We cannot let them get the Annihilarrgh. 120 00:09:09,927 --> 00:09:14,029 There's no way that, uh, whatchamacallit's real, but the 121 00:09:14,065 --> 00:09:16,432 Incursians are, and they're bad news. 122 00:09:16,501 --> 00:09:18,901 Guess who's gonna help us get rid of them. 123 00:09:18,970 --> 00:09:20,770 You are not serious. 124 00:09:20,806 --> 00:09:25,142 Three petty crooks, one froggy dictator ... you do the math. 125 00:09:25,177 --> 00:09:31,614 Four or two? Or are... are we adding or subtracting? 126 00:09:31,650 --> 00:09:33,449 Oh, an ... an expression. Right. 127 00:09:33,518 --> 00:09:36,986 Okay, we split up and run off the Incursians. 128 00:09:37,054 --> 00:09:39,254 And we'll deal with this A-anni... 129 00:09:39,323 --> 00:09:41,990 Annihilarrgh! 130 00:09:42,059 --> 00:09:44,459 The ... later. 131 00:09:44,495 --> 00:09:47,529 Not so fast, Argit. You're not leaving my sight. 132 00:09:47,565 --> 00:09:51,166 I wouldn't think of it. Come on. 133 00:09:55,472 --> 00:09:58,274 Where are you? I haven't got all day. 134 00:09:58,309 --> 00:10:03,181 Well, actually, I do, but, irregardless, show yourself! 135 00:10:05,216 --> 00:10:08,651 Please, Omnitrix, give me something I can use. 136 00:10:09,587 --> 00:10:13,722 You! Stay put! 137 00:10:13,758 --> 00:10:16,658 Oh! Is this really necessary? 138 00:10:17,761 --> 00:10:21,263 Put them down, or I put you down! 139 00:10:23,333 --> 00:10:24,899 - Hey! - Hey! 140 00:10:25,769 --> 00:10:27,669 Hang in there, guys. 141 00:10:29,206 --> 00:10:31,473 Okay, Argit, let's go! 142 00:10:33,210 --> 00:10:36,111 Oh, man! 143 00:10:52,564 --> 00:10:56,934 Now, what would Ben say? Ah. 144 00:10:56,969 --> 00:10:58,669 Lying down on the job, are we? 145 00:10:59,605 --> 00:11:00,805 I rather like that. 146 00:11:04,345 --> 00:11:09,948 Now, I expect y'all are thinking, "did he fire six shots or only five?" 147 00:11:10,017 --> 00:11:16,221 Well, amidst all the gratuitous foofaraw, I has done lost track myself. 148 00:11:16,290 --> 00:11:20,959 So y'all has gots to ask yourself one question. 149 00:11:20,994 --> 00:11:27,065 "Does I feel lucky?" Well, does ya... frog? 150 00:11:29,904 --> 00:11:32,504 Oh, Boid, you didn't let him answer. 151 00:11:32,573 --> 00:11:36,909 Aw, he ain't no fun. He fell right over. 152 00:11:47,956 --> 00:11:49,540 Hello? 153 00:11:49,541 --> 00:11:51,124 Anybody? 154 00:11:54,328 --> 00:11:57,596 Looking for something? 155 00:11:57,632 --> 00:12:02,901 Yeah, the Annihilarrgh. You here by yourself, kid? 156 00:12:02,969 --> 00:12:06,237 Just me and you, mano a froggo. 157 00:12:06,272 --> 00:12:11,242 That's what you think, tadpole. 158 00:12:11,278 --> 00:12:15,880 Four against one? Dude, I love those kind of odds. 159 00:12:16,916 --> 00:12:23,521 NRG? NRG is g-o-o-d! 160 00:12:28,394 --> 00:12:31,162 There you are, Ben! Where's Argit? 161 00:12:31,197 --> 00:12:35,466 Well, where are the Vreedle brothers? 162 00:12:35,501 --> 00:12:39,336 Ah, there is my guy! 163 00:12:39,372 --> 00:12:44,642 - You double-dealing salamander! - Leave us discuss this matter later. 164 00:12:44,711 --> 00:12:49,180 No, leave us discuss this matter now! We had a deal, frog legs. 165 00:12:49,249 --> 00:12:51,749 You said you'd buy the Annihilarrgh from me! 166 00:12:51,818 --> 00:12:52,917 You what?! 167 00:12:52,952 --> 00:12:56,287 Now, in light of your little attack here, I'm guessing you 168 00:12:56,356 --> 00:12:58,723 didn't plan on honoring your commitments? 169 00:12:58,759 --> 00:13:02,461 I conquer worlds for a living. What'd you expect? 170 00:13:03,397 --> 00:13:08,167 Where is the anni... uh, annihi... um... 171 00:13:08,202 --> 00:13:10,903 - Annihilarrgh! - Annihilarrgh! 172 00:13:10,938 --> 00:13:13,839 Funny you should ask. 173 00:13:13,908 --> 00:13:15,774 Let me out of here! 174 00:13:15,810 --> 00:13:20,746 [ sighs ] Finally. Oh, it's you. 175 00:13:20,815 --> 00:13:22,014 You did not. 176 00:13:22,049 --> 00:13:24,650 The Vreedle brothers have left the building. 177 00:13:24,719 --> 00:13:26,352 With what might be the 178 00:13:26,387 --> 00:13:33,125 most destructive device in the universe?! 179 00:13:33,194 --> 00:13:38,397 And they're heading to Earth with it! Argit! 180 00:13:38,466 --> 00:13:41,334 Oh, like this my fault? 181 00:13:48,649 --> 00:13:49,882 We've got to catch the 182 00:13:49,917 --> 00:13:53,619 Vreedle brothers before they set off that, uh, t-that... 183 00:13:53,654 --> 00:13:56,255 - Annihilarrgh! - Annihilarrgh! 184 00:13:56,324 --> 00:13:59,191 Whatever. I still say it's not a real threat. 185 00:13:59,227 --> 00:14:02,261 But I don't want to take any chances when it comes to the Earth. 186 00:14:02,330 --> 00:14:04,530 What about the Incursians? 187 00:14:04,565 --> 00:14:07,733 Argit, keep Emperor Milius from escaping. 188 00:14:07,769 --> 00:14:14,006 Emperor Milius, if you escape, don't hurt Argit ... too much. 189 00:14:14,075 --> 00:14:17,009 Oh, yeah! I'm in charge now. 190 00:14:17,078 --> 00:14:21,480 What do you got to say about that, frog face, huh? 191 00:14:26,521 --> 00:14:29,021 Of course, I meant emperfrog face. 192 00:14:48,039 --> 00:14:49,005 Ooh-wee! 193 00:14:49,074 --> 00:14:53,577 I've been a-waiting to blow something up all day! 194 00:15:06,960 --> 00:15:09,360 - Rook! - Ben! 195 00:15:09,396 --> 00:15:12,931 We can't keep this up! 196 00:15:12,999 --> 00:15:14,832 You're right about that. 197 00:15:14,868 --> 00:15:20,237 We're going down! Hang on! 198 00:15:20,306 --> 00:15:23,773 Waa-haa-haa-hooie! 199 00:15:35,755 --> 00:15:39,223 Next time, I drive. 200 00:15:52,238 --> 00:15:56,407 - This looks bad. - And it's about to get worse. 201 00:15:56,442 --> 00:15:58,943 Attention, Amphibians. 202 00:15:58,978 --> 00:16:02,880 My brother, Boid, and myself hereby suggest that y'all 203 00:16:02,916 --> 00:16:08,887 surrender your weapons, or we shall be obliged to use this. 204 00:16:10,925 --> 00:16:13,993 Got to be an "on" button somewheres. 205 00:16:14,062 --> 00:16:16,162 That's... it? 206 00:16:16,197 --> 00:16:19,399 I admit, it's far less impressive in person. 207 00:16:19,435 --> 00:16:22,269 Not a very convincing doomsday device. 208 00:16:22,304 --> 00:16:25,538 Ben, do something! 209 00:16:25,574 --> 00:16:28,808 Please, put that thing down before it goes off! 210 00:16:28,844 --> 00:16:32,544 Well, sir, that there only further piques our interest, 211 00:16:32,613 --> 00:16:36,248 seeing as what we enjoys most is blowing stuff up. 212 00:16:36,283 --> 00:16:37,249 Real good. 213 00:16:37,284 --> 00:16:42,454 If anyone's gonna do any threatening around here, it's gonna be me. 214 00:16:42,489 --> 00:16:45,523 - Ben! - Just be cool, Argit. 215 00:16:45,559 --> 00:16:47,726 I got this. 216 00:16:49,563 --> 00:16:53,165 I-I-I can't take it anymore! 217 00:16:53,901 --> 00:16:55,734 See, that's not being cool. 218 00:16:55,803 --> 00:16:59,104 That's, like, the opposite of being cool. 219 00:16:59,173 --> 00:17:00,105 Hey! 220 00:17:04,578 --> 00:17:08,379 I gots it! 221 00:17:08,448 --> 00:17:13,018 Whoa! I don't gots it! 222 00:17:23,763 --> 00:17:28,933 Uh, that is what y'all call your basic countdown to destruction. 223 00:17:29,002 --> 00:17:34,839 Ergo, I recommend that we all repair to a safe distance from said destruction. 224 00:17:34,875 --> 00:17:38,376 There no safe distance, you boobs! 225 00:17:38,412 --> 00:17:41,646 It... is going... to destroy the universe! 226 00:17:41,682 --> 00:17:46,018 Clearly, we did not think this through. 227 00:17:46,087 --> 00:17:49,588 How do you shut this thing off? 228 00:17:49,624 --> 00:17:51,657 Why are you all standing around?! 229 00:17:51,726 --> 00:17:54,126 Somebody has to stop this from happening! 230 00:17:54,162 --> 00:17:57,030 T-the universe is where I keep all my stuff! 231 00:18:00,535 --> 00:18:04,004 Dude, not helpful! 232 00:18:04,039 --> 00:18:08,208 All right, listen, Omnitrix, I don't want Goop. I don't want Stinkfly. 233 00:18:08,243 --> 00:18:09,843 Just give me something I can use 234 00:18:09,878 --> 00:18:13,212 to diffuse this thing so we can all get on with our lives. 235 00:18:18,252 --> 00:18:23,789 Alien X! It is real! 236 00:18:23,824 --> 00:18:26,291 So, this is Alien X, huh? 237 00:18:28,729 --> 00:18:30,696 Great, we're toast. 238 00:18:50,953 --> 00:18:56,424 Oh, look, Belicus. Ben Tennyson has come to visit us again. 239 00:18:56,493 --> 00:18:59,260 Great. Tell me when he leaves. 240 00:18:59,295 --> 00:19:03,330 Wait. The universe really is being destroyed? 241 00:19:05,301 --> 00:19:08,069 Must they make so much noise? 242 00:19:08,138 --> 00:19:11,906 It is futile but a bit sad to see them go. 243 00:19:11,975 --> 00:19:14,075 Belicus, Serena, you got 244 00:19:14,144 --> 00:19:17,913 to let me use Alien X to stop the Annihilarrgh! 245 00:19:17,948 --> 00:19:19,615 Hey, I finally said it. 246 00:19:19,650 --> 00:19:21,717 Oh, it's too late for that. 247 00:19:21,753 --> 00:19:23,619 What? I-it can't be! 248 00:19:23,655 --> 00:19:27,990 I'm afraid it is. Oh, I can sense your disappointment. 249 00:19:28,025 --> 00:19:31,193 Disappointment?! That's the universe! 250 00:19:31,262 --> 00:19:34,563 It's everything I know! It's everything there is! 251 00:19:34,632 --> 00:19:36,832 - Was. - Technically. 252 00:19:36,901 --> 00:19:41,003 But Alien X can fix this, right? Right?! 253 00:19:41,038 --> 00:19:43,205 Alien X can do many things. 254 00:19:43,274 --> 00:19:45,908 We just both have to agree to it. 255 00:19:45,976 --> 00:19:49,244 Belicus. 256 00:19:49,280 --> 00:19:51,914 Serena. 257 00:19:51,949 --> 00:19:55,284 Fine, but the next time the universe and everything in it is 258 00:19:55,320 --> 00:20:00,191 destroyed, don't come crying to me. 259 00:20:29,254 --> 00:20:32,856 - Whoa. - No boom? 260 00:20:33,892 --> 00:20:40,030 - Oh, it's a dud! - Well, well, well, too bad about that. 261 00:20:40,065 --> 00:20:43,200 But I did get it for you, Milius, and a deal's a deal, so 262 00:20:43,235 --> 00:20:45,736 how about that half ton of Taydenite you owe me? 263 00:20:47,540 --> 00:20:49,139 Or we could just call it even. 264 00:20:55,214 --> 00:20:58,115 That is... difficult to believe. 265 00:20:58,150 --> 00:21:00,784 I know, right? I was too late to save the 266 00:21:00,819 --> 00:21:04,054 universe, so I used Alien X to make a whole new one. 267 00:21:04,090 --> 00:21:07,324 Yeah, not buying it. Nothing's different. 268 00:21:07,360 --> 00:21:10,494 Of course not. I made an exact copy. 269 00:21:10,529 --> 00:21:14,231 - Of everything? - Yes, everything. 270 00:21:14,299 --> 00:21:18,769 - In the universe? - Including you. 271 00:21:20,207 --> 00:21:21,773 So you have said. 272 00:21:21,809 --> 00:21:24,709 I am sorry, Ben, but I have no memory of this. 273 00:21:24,745 --> 00:21:28,979 What is more likely ... that you had a panic-induced hallucination... 274 00:21:29,015 --> 00:21:33,984 Or that oh-so-special you are the only thing that's left of the entire universe? 275 00:21:34,053 --> 00:21:37,087 Fine. Don't believe me. I don't care. 276 00:21:37,156 --> 00:21:40,791 I did it. I saved the universe... again. 277 00:21:40,859 --> 00:21:43,993 That's all that matters. You should be thanking me. 278 00:21:45,964 --> 00:21:48,398 Doesn't taste the same...