1
00:00:01,646 --> 00:00:06,901
♪♪

2
00:00:06,984 --> 00:00:08,277
♪ Ben 10! ♪

3
00:00:08,361 --> 00:00:10,363
♪ Ben 10! ♪

4
00:00:10,446 --> 00:00:11,406
♪ Ben 10! ♪

5
00:00:11,489 --> 00:00:12,407
♪ Ben 10! ♪

6
00:00:12,490 --> 00:00:13,574
♪ Ben 10! ♪

7
00:00:13,658 --> 00:00:14,784
♪ Ben 10! ♪

8
00:00:14,867 --> 00:00:16,744
♪ Ben 10! ♪

9
00:00:16,828 --> 00:00:18,496
♪ Ben 10! ♪

10
00:00:21,999 --> 00:00:25,753
[ Crickets chirping,
owl hoots ]

11
00:00:28,005 --> 00:00:31,426
[ Groans]
Why are we camping?

12
00:00:31,509 --> 00:00:34,095
Because there's nothing better
than camping.

13
00:00:34,178 --> 00:00:36,723
There are a lot of things
better than camping.

14
00:00:36,806 --> 00:00:38,683
Then because
I accidentally locked us

15
00:00:38,766 --> 00:00:40,601
out of the Rustbucket.
What?!

16
00:00:40,685 --> 00:00:43,938
But all the things better than
camping are in the Rustbucket!

17
00:00:44,021 --> 00:00:45,523
Ugh.
Grandpa, what happened?

18
00:00:45,606 --> 00:00:47,692
Well, I was coming back
from a spin with Glitch,

19
00:00:47,775 --> 00:00:49,277
and [chuckles] darn,

20
00:00:49,360 --> 00:00:51,279
if he didn't
tell the funniest joke.

21
00:00:51,362 --> 00:00:54,741
[ Chuckles ]
Grandpa,
how could you do this to me?

22
00:00:54,824 --> 00:00:58,244
Anyway, I got so distracted
I left my keys in the ignition.

23
00:00:58,327 --> 00:01:01,581
Now we're stuck till he gets
back from his ride-share thing.

24
00:01:01,664 --> 00:01:03,499
[ Groans ]
I can survive this.

25
00:01:03,583 --> 00:01:07,754
I'll just watch Xingo
in this bed of marshmallows.

26
00:01:07,837 --> 00:01:09,255
[ Grunts ]
It's working!

27
00:01:09,338 --> 00:01:10,631
And I lost it.

28
00:01:10,715 --> 00:01:13,009
I have a better way to use
your imagination.

29
00:01:15,386 --> 00:01:17,472
Campfire stories.

30
00:01:17,555 --> 00:01:20,475
This is the tale of a mystery
from outer space...

31
00:01:20,558 --> 00:01:21,809
[ Beeping ]
[ Gasps ]

32
00:01:21,892 --> 00:01:23,603
...and a brave
paranormal investigator

33
00:01:23,686 --> 00:01:25,646
who proved the existence
of aliens.

34
00:01:25,730 --> 00:01:27,315
Bam, I just proved it.

35
00:01:27,398 --> 00:01:29,150
Story is over. I win.

36
00:01:29,233 --> 00:01:30,735
You're welcome.

37
00:01:30,818 --> 00:01:32,445
It doesn't work
like that.

38
00:01:32,528 --> 00:01:33,904
Why are you so tall?

39
00:01:33,987 --> 00:01:35,865
It's the style, and if you
want to be in my story,

40
00:01:35,948 --> 00:01:37,158
you got to
match the style.

41
00:01:37,241 --> 00:01:38,201
[ Fingers snap ]

42
00:01:38,284 --> 00:01:40,076
Aah.

43
00:01:41,287 --> 00:01:44,373
Whoa? You can make stuff happen
just by saying it?

44
00:01:44,457 --> 00:01:47,001
Yes, Ben.
That's what telling a story is.

45
00:01:47,084 --> 00:01:50,838
Okay,
and we also have nachos.

46
00:01:50,922 --> 00:01:54,342
Ben!
No, see,
they're spooky nachos.

47
00:01:54,425 --> 00:01:56,511
[ High-pitched shriek ]

48
00:01:56,594 --> 00:01:58,513
Hmm, what do they
taste like?

49
00:01:58,596 --> 00:02:01,057
Uh...skeleton's butt.

50
00:02:01,140 --> 00:02:03,017
I'll allow it.
Sweet.

51
00:02:03,100 --> 00:02:05,937
Let's follow the trail while
I fill you in, Agent Four Arms.

52
00:02:06,020 --> 00:02:07,772
We've received a strange
audio transmission

53
00:02:07,855 --> 00:02:09,898
from this location
just hours ago.

54
00:02:09,981 --> 00:02:10,942
Take a look.

55
00:02:11,025 --> 00:02:12,276
I'm convinced the subject

56
00:02:12,360 --> 00:02:13,694
in this video
is an alien.

57
00:02:13,778 --> 00:02:15,446
The most notable feature
of this alien is --

58
00:02:15,530 --> 00:02:19,033
He's got a fat, old head.
[ Laughs ]

59
00:02:19,116 --> 00:02:20,868
Ben, that's dumb!
Too late, I said it.

60
00:02:20,952 --> 00:02:23,454
It's in the story.
[ Laughs ]
[ Sighs ] Oh, look.

61
00:02:23,538 --> 00:02:26,666
I think I see
an alien spacecraft.

62
00:02:26,749 --> 00:02:29,669
Careful, there could be
a dangerous life form inside.

63
00:02:29,752 --> 00:02:31,879
Yes,
something to punch.

64
00:02:31,963 --> 00:02:33,339
Hmm. Nope.

65
00:02:33,422 --> 00:02:34,841
Nothing in there.
Oh, well.

66
00:02:34,924 --> 00:02:37,051
Oh, look, footprints!
What?!

67
00:02:37,134 --> 00:02:39,303
I thought this story
had aliens in it.

68
00:02:39,387 --> 00:02:41,222
It does.
Is this about the...

69
00:02:41,305 --> 00:02:43,891
Huh?
...giant head thing
because that was funny.

70
00:02:43,975 --> 00:02:45,977
Hmm?
Let's test this plasma.

71
00:02:46,060 --> 00:02:47,645
Of course,
the second I get near it,

72
00:02:47,728 --> 00:02:49,646
it might jump onto my face,
enter my brain via my tear ducts

73
00:02:49,730 --> 00:02:51,065
and pilot me
like a meat puppet.

74
00:02:51,148 --> 00:02:52,441
Really?!

75
00:02:52,525 --> 00:02:54,235
Ben, I'm trying
to build tension.

76
00:02:54,318 --> 00:02:56,863
And then the alien
does jump into your brain.

77
00:02:56,946 --> 00:02:58,781
No, it doesn't.
Yes, it does.

78
00:02:58,865 --> 00:02:59,866
No, it doesn't.

79
00:02:59,949 --> 00:03:01,367
I test the liquid.

80
00:03:01,450 --> 00:03:03,744
It's amniotic fluid,
almost like it was from...

81
00:03:03,828 --> 00:03:05,329
eggs!

82
00:03:05,413 --> 00:03:06,873
Proof of alien visitors,

83
00:03:06,956 --> 00:03:08,916
and look,
they're -- they're...

84
00:03:09,000 --> 00:03:11,168
Both: Hatching?
Blech!

85
00:03:11,252 --> 00:03:14,255
Wow, they're huge --
big eyes, long fingers.

86
00:03:14,338 --> 00:03:15,590
That's Dark Matter.

87
00:03:15,673 --> 00:03:17,466
You're describing Kevin's alien,
Dark Matter.

88
00:03:17,550 --> 00:03:18,593
Well, fair enough.

89
00:03:18,676 --> 00:03:20,261
[ Groans ]

90
00:03:20,344 --> 00:03:23,097
[ Blows raspberry, laughs ]

91
00:03:23,180 --> 00:03:25,600
Watch this. Watch this.

92
00:03:25,682 --> 00:03:27,518
[ Groans ]

93
00:03:27,602 --> 00:03:28,853
I don't appreciate that.

94
00:03:28,936 --> 00:03:32,565
[ Both grunting ]
Quit it, Ben.

95
00:03:32,648 --> 00:03:34,942
You can't even hit him
'cause -- 'cause...

96
00:03:35,026 --> 00:03:36,277
that's not even
his true form.

97
00:03:36,360 --> 00:03:37,694
He's pure energy now.

98
00:03:37,778 --> 00:03:39,030
No, a fat head.

99
00:03:39,113 --> 00:03:40,448
No, energy.

100
00:03:40,531 --> 00:03:41,616
No, a fat head.

101
00:03:41,699 --> 00:03:42,950
Energy!
Fat head!

102
00:03:43,033 --> 00:03:44,452
Energy!

103
00:03:44,535 --> 00:03:46,537
Aha, you fools!

104
00:03:46,621 --> 00:03:50,124
Now I'm a fat head
of pure energy!

105
00:03:50,206 --> 00:03:52,585
Breath smells terrible.

106
00:03:52,668 --> 00:03:56,047
[ Exhales ]

107
00:03:56,130 --> 00:03:57,757
Ben,
you messed up my story.

108
00:03:57,840 --> 00:04:00,968
Are you kidding?
I made it so much better.

109
00:04:01,052 --> 00:04:02,261
Both: Aah!

110
00:04:02,345 --> 00:04:04,388
I think it's time
for my kind of story --

111
00:04:04,472 --> 00:04:07,016
the kind where everyone
gets along?

112
00:04:07,099 --> 00:04:09,352
♪ In a distant galaxy ♪

113
00:04:09,435 --> 00:04:12,813
♪ Where everything
tastes great ♪

114
00:04:12,897 --> 00:04:15,816
♪ There's no better alchemy ♪

115
00:04:15,900 --> 00:04:20,613
♪ Than baking cookies
and cake ♪

116
00:04:20,696 --> 00:04:22,740
♪ No hero's more savory ♪

117
00:04:22,823 --> 00:04:25,326
♪ Than fearless Pilot Max ♪

118
00:04:25,409 --> 00:04:27,703
♪ The picture of bravery ♪

119
00:04:27,787 --> 00:04:31,332
♪ In a spaceship
made of snacks ♪

120
00:04:31,415 --> 00:04:33,793
Grandpa,
what about me?

121
00:04:33,876 --> 00:04:35,920
♪ Max has a robot friend ♪

122
00:04:36,003 --> 00:04:38,214
♪ Who bakes
brownies perfectly ♪

123
00:04:38,297 --> 00:04:41,634
♪ And her name is
First Mate Gwen ♪

124
00:04:41,717 --> 00:04:42,677
Don't I come too?

125
00:04:42,760 --> 00:04:44,053
Well, sure, you do.

126
00:04:44,136 --> 00:04:46,806
And I'm Jetray.
Whatever you say?

127
00:04:46,889 --> 00:04:49,475
Max and Gwen: ♪ Oh,
the planets have all aligned ♪

128
00:04:49,558 --> 00:04:51,602
♪ To bring us chocolate,
sugar and spice ♪

129
00:04:51,685 --> 00:04:54,480
♪ We'll have brownies
when it's all combined ♪

130
00:04:54,563 --> 00:04:56,899
♪ I just want a villain
to fight ♪

131
00:04:56,983 --> 00:04:58,859
♪ Stardust has
a sugary crunch ♪

132
00:04:58,943 --> 00:05:01,028
♪ And space butter's
softer than silk ♪

133
00:05:01,112 --> 00:05:03,239
♪ I like brownies
with punch ♪

134
00:05:03,322 --> 00:05:06,826
♪ Would you settle
for a glass of...milk? ♪

135
00:05:06,909 --> 00:05:10,871
Both: Milk,
milk, milk, milk, milk.

136
00:05:10,955 --> 00:05:15,751
Brownies without a drink?
That just isn't okay.

137
00:05:15,835 --> 00:05:18,129
Captain,
what do you think?

138
00:05:18,212 --> 00:05:24,385
♪ Next stop --
the Milky Way ♪

139
00:05:24,468 --> 00:05:33,853
♪♪

140
00:05:33,935 --> 00:05:36,063
♪ When was
this map written? ♪

141
00:05:36,147 --> 00:05:38,482
♪ The planets go
on and on ♪

142
00:05:38,566 --> 00:05:41,027
♪ But the ones left here
are bitten ♪

143
00:05:41,110 --> 00:05:44,155
♪ And the rest of them ♪

144
00:05:44,238 --> 00:05:46,032
♪ Are gone ♪

145
00:05:46,115 --> 00:05:49,660
Oh, no, a cosmic entity clad
in purple space dust

146
00:05:49,744 --> 00:05:51,286
is drinking up
the Milky Way.

147
00:05:51,370 --> 00:05:52,788
Why are you doing this?

148
00:05:52,872 --> 00:05:55,708
I'm here to find the greatest
combination of flavors

149
00:05:55,791 --> 00:05:57,168
in the universe.

150
00:05:57,251 --> 00:05:58,586
Well, stop it, please!

151
00:05:58,669 --> 00:06:01,589
Why don't you come up here
and make me?

152
00:06:01,672 --> 00:06:04,550
Oh, you want a fight, huh?
My pleasure.

153
00:06:04,633 --> 00:06:06,635
Ben, Jetray can't breathe
in space.

154
00:06:06,719 --> 00:06:10,264
-How do you know?
-Huh.

155
00:06:10,347 --> 00:06:11,932
Boop! Zap!

156
00:06:12,016 --> 00:06:14,935
Yeah! Yeah! Yeah! Yeah!

157
00:06:15,019 --> 00:06:16,353
[ Laughs ]

158
00:06:16,437 --> 00:06:18,731
Yeah!

159
00:06:18,814 --> 00:06:20,316
-Ha!
-Whoa! No! No!

160
00:06:20,399 --> 00:06:22,401
[ Grunts ]
Ooh!

161
00:06:22,485 --> 00:06:25,196
Now that the appetizer
is out of the way,

162
00:06:25,279 --> 00:06:27,490
what's your ship
made of again?

163
00:06:27,573 --> 00:06:28,866
Inedible garbage?

164
00:06:28,949 --> 00:06:30,034
I'm not picky.

165
00:06:30,117 --> 00:06:31,577
Huh?

166
00:06:32,995 --> 00:06:34,288
Whoa!

167
00:06:34,371 --> 00:06:35,790
Ha! You missed me.

168
00:06:35,873 --> 00:06:38,250
-I wasn't aiming for you.
-Grandpa?

169
00:06:38,334 --> 00:06:39,668
If we don't give him
something better,

170
00:06:39,752 --> 00:06:41,962
he'll consume
the whole ship.

171
00:06:42,046 --> 00:06:43,297
The galaxy brownies.

172
00:06:43,380 --> 00:06:45,800
Eat this!

173
00:06:45,883 --> 00:06:49,512
Whoa,
that's a good brownie.

174
00:06:49,595 --> 00:06:51,597
Later, nerds.
-We did it!

175
00:06:51,680 --> 00:06:54,308
The galaxy is safe!
Mmm! [ Laughs ]

176
00:06:54,391 --> 00:06:57,310
From what?
He's not in space jail.

177
00:06:57,394 --> 00:06:59,480
But he is a prisoner
of fine taste.

178
00:06:59,563 --> 00:07:02,316
Yeah, I'm sure the people
whose planets got ate

179
00:07:02,399 --> 00:07:04,110
are real cool with that.

180
00:07:04,193 --> 00:07:06,529
I'd love to see you come up
with something better.

181
00:07:06,612 --> 00:07:09,573
And I will
'cause it's my turn.

182
00:07:09,657 --> 00:07:11,784
Ben: So it was a normal,
not-wrecked day,

183
00:07:11,867 --> 00:07:14,203
but then Kevin shows up
and wrecks it.

184
00:07:14,286 --> 00:07:16,872
[ As Crystalfist ]
Yo, I'm here to wreck everything

185
00:07:16,956 --> 00:07:19,750
like it's my job or something.

186
00:07:19,834 --> 00:07:21,585
[ As Rath ]
Not so fast, hombre.

187
00:07:21,669 --> 00:07:24,755
[ As Crystalfist ] Oh, no.
Now I'm the one getting wrecked.

188
00:07:24,839 --> 00:07:26,799
[ As Rath ]
Because that's my job.

189
00:07:26,882 --> 00:07:28,884
[ Grunting ]

190
00:07:28,968 --> 00:07:31,512
Oh, no! Kevin is winning
for some reason.

191
00:07:31,595 --> 00:07:32,805
I could use a hand.

192
00:07:32,887 --> 00:07:35,641
[ As Four Arms ]
How about four of them?

193
00:07:35,724 --> 00:07:38,602
[ As Jetray ] Looks like
it's about to rain laser beams.

194
00:07:38,685 --> 00:07:39,728
Hey!

195
00:07:39,812 --> 00:07:42,731
[ Grunting ]
Max and Gwen: Ben!

196
00:07:42,815 --> 00:07:45,526
Stories like this are boring.
It doesn't make sense.

197
00:07:45,609 --> 00:07:48,112
You can't just have a villain
show up with no motivation.

198
00:07:48,195 --> 00:07:50,364
Ben: Ugh, fine.

199
00:07:50,447 --> 00:07:52,908
On the last episode,
our hero was hunting

200
00:07:52,992 --> 00:07:54,410
a city-wrecking monster.

201
00:07:54,493 --> 00:07:57,204
He's tracked him, but he'll need
some masterful advice

202
00:07:57,288 --> 00:08:00,040
from some kind
of advice master.

203
00:08:00,124 --> 00:08:02,376
Master Max,
why are you here?
Just chilling.

204
00:08:02,459 --> 00:08:04,712
Anyway, here's the deal,
your watch and your muscles

205
00:08:04,795 --> 00:08:06,046
won't be enough
to defeat him.

206
00:08:06,130 --> 00:08:07,840
You need to sacrifice
something in return.

207
00:08:07,923 --> 00:08:09,383
I sacrificed time
to get swole.

208
00:08:09,466 --> 00:08:11,719
Yeah, that works.

209
00:08:11,802 --> 00:08:13,554
Hmm,
he's got to be close.

210
00:08:13,637 --> 00:08:16,265
I want to be in the story!
You were in mine.

211
00:08:16,348 --> 00:08:17,558
Uh, well,
what do you want to be?

212
00:08:17,641 --> 00:08:20,185
Cat Gwen! Cat Gwen!
Yeah!

213
00:08:20,269 --> 00:08:21,437
[ Beeping ]
Whoa, hold up.

214
00:08:21,520 --> 00:08:23,147
I'm getting major readings
nearby.

215
00:08:23,230 --> 00:08:24,857
Both: Huh? Kevin!

216
00:08:24,940 --> 00:08:26,192
You're in for it now.

217
00:08:26,275 --> 00:08:27,818
Now all my training
will pay off.

218
00:08:27,902 --> 00:08:30,487
Oh, no.
He's using that.

219
00:08:30,571 --> 00:08:32,281
Ya!

220
00:08:32,363 --> 00:08:35,534
His transformation is having
some kind of effect on me!

221
00:08:35,618 --> 00:08:37,536
Ah!

222
00:08:37,620 --> 00:08:39,371
[ Roars ]

223
00:08:39,455 --> 00:08:41,623
Gwen:
Wait, something is different
about Kevin this time.

224
00:08:41,707 --> 00:08:44,335
Has he lost control
of his own powers, huh?

225
00:08:44,418 --> 00:08:46,086
Ah!
What incredible speed!

226
00:08:46,170 --> 00:08:47,796
But he is
not so fast.

227
00:08:47,880 --> 00:08:49,673
[ Grunting ]

228
00:08:49,757 --> 00:08:51,050
I cannot beat him
in this form.

229
00:08:51,133 --> 00:08:53,636
I guess I'll have to use
my final form. Ha!

230
00:08:53,719 --> 00:08:56,847
Huh?
Kevin, your aliens
look really silly.

231
00:08:56,931 --> 00:08:58,933
So it's true -- somehow,
Kevin's powers

232
00:08:59,016 --> 00:09:00,559
are being affected
by Ben's Omnitrix.

233
00:09:00,643 --> 00:09:03,437
It doesn't matter.
I'll still destroy you.

234
00:09:03,521 --> 00:09:06,607
[ Grunting ]

235
00:09:06,690 --> 00:09:10,194
♪♪

236
00:09:10,277 --> 00:09:11,946
Uh, he's strong.

237
00:09:12,029 --> 00:09:14,657
I guess I'll have to use
my final final form.

238
00:09:14,740 --> 00:09:22,540
♪♪

239
00:09:22,623 --> 00:09:24,750
Yah!

240
00:09:24,833 --> 00:09:26,543
[ Grunting ]

241
00:09:30,714 --> 00:09:32,299
Aah!

242
00:09:32,383 --> 00:09:33,968
Aah!

243
00:09:45,229 --> 00:09:48,148
Transforming and time out
at the same time? Really?

244
00:09:48,232 --> 00:09:49,316
You don't get it.

245
00:09:49,400 --> 00:09:50,609
Our watches have
somehow been linked.

246
00:09:50,693 --> 00:09:52,611
I have no control over it
anymore,

247
00:09:52,695 --> 00:09:54,113
so unless your watch
doesn't exist,

248
00:09:54,196 --> 00:09:56,407
I'm stuck transforming
without any control.

249
00:09:56,490 --> 00:09:58,659
Ben: I've had this watch
for as long as I can remember.

250
00:09:58,742 --> 00:10:00,160
Ben, what do we do?

251
00:10:00,244 --> 00:10:01,578
What Master Max said.

252
00:10:01,662 --> 00:10:02,997
But then
you'll lose your power.

253
00:10:03,080 --> 00:10:05,124
Yeah, but I'll still
be a hero.

254
00:10:05,207 --> 00:10:06,500
-[ Gasps ]
-Gasp!

255
00:10:06,583 --> 00:10:08,002
Aah!

256
00:10:08,085 --> 00:10:09,670
Huh?

257
00:10:09,753 --> 00:10:11,714
Huh! Aah!

258
00:10:11,797 --> 00:10:12,965
[ Munching ]

259
00:10:13,048 --> 00:10:15,175
Did you just solve that
without punching?

260
00:10:15,259 --> 00:10:19,096
[ Sobbing ]
Why am I such a good person?

261
00:10:19,179 --> 00:10:20,681
So what happens next,
Ben?

262
00:10:20,764 --> 00:10:22,641
Right, so anyway,
naturally,

263
00:10:22,725 --> 00:10:25,519
the blast sent Kevin
flying back into a pit.

264
00:10:25,603 --> 00:10:27,021
Falling in the pit!

265
00:10:27,104 --> 00:10:29,023
But I saved him
just in time.

266
00:10:29,106 --> 00:10:30,190
[ Blows raspberry ]

267
00:10:30,274 --> 00:10:32,318
Still wanted
to punch him though.

268
00:10:32,401 --> 00:10:35,362
[ Grunting ]

269
00:10:35,446 --> 00:10:36,739
You did it!

270
00:10:36,822 --> 00:10:38,532
Yeah, and despite
our differences,

271
00:10:38,615 --> 00:10:40,617
Kevin could probably
join our team,

272
00:10:40,701 --> 00:10:44,538
but Kevin is too cool,
and I'm a big nerd.

273
00:10:44,622 --> 00:10:45,748
Uh, what?

274
00:10:45,831 --> 00:10:47,875
Kevin 11: Suddenly,
Kevin's watch comes back

275
00:10:47,958 --> 00:10:50,210
because he would have
just made a new one anyway.

276
00:10:50,294 --> 00:10:52,880
Hey! Whoa!
Then he'd rub it
in Ben's big goofy face.

277
00:10:52,963 --> 00:10:54,798
Ben: This isn't how
it's supposed to go!

278
00:10:54,882 --> 00:10:56,425
Ugh, no.
[ Laughs ]

279
00:10:56,508 --> 00:10:58,635
Kevin, how did you
even get here?

280
00:10:58,719 --> 00:10:59,720
Ugh!
Whoa!

281
00:10:59,803 --> 00:11:01,013
Hey!

282
00:11:03,140 --> 00:11:08,729
♪♪

283
00:11:08,812 --> 00:11:14,360
♪♪

284
00:11:14,443 --> 00:11:16,779
I sacrificed time
to get swole.