1
00:00:02,114 --> 00:00:06,743
[ Theme music plays ]

2
00:00:06,827 --> 00:00:09,037
-♪ Ben 10! ♪
-♪ Ben 10! ♪

3
00:00:09,871 --> 00:00:13,500
-♪ Ben 10! ♪
-♪ Ben 10! ♪

4
00:00:13,583 --> 00:00:16,420
-♪ Ben 10! ♪

5
00:00:16,503 --> 00:00:19,214
-♪ Ben 10! ♪
-♪ Ben 10! ♪

6
00:00:23,135 --> 00:00:28,598
♪♪

7
00:00:28,682 --> 00:00:31,017
Admitteth defeat,
knave!

8
00:00:31,101 --> 00:00:33,228
Silence, varlet!
Have at thee!

9
00:00:33,311 --> 00:00:36,148
Whoa, oh! This place is
action-packed! Ha ha!

10
00:00:36,231 --> 00:00:39,568
You see, Ben? I told you
Renaissance fairs were cool.

11
00:00:39,651 --> 00:00:42,863
Well, it's nice to see
Ben enthusiastic for once.

12
00:00:42,946 --> 00:00:44,573
Grandpa, put your beard
on right.

13
00:00:44,656 --> 00:00:45,782
-Aw.
-Ah!

14
00:00:45,866 --> 00:00:49,703
You guys are so cool!
Aw, don't stop.

15
00:00:49,786 --> 00:00:51,037
Ah! But we must!

16
00:00:51,121 --> 00:00:53,165
You are an innocent
and mustn't be in danger,

17
00:00:53,248 --> 00:00:55,333
so sayeth the Knights
Code of Honor.

18
00:00:55,417 --> 00:00:56,543
Both:
Long live the code!

19
00:00:56,626 --> 00:00:58,628
You guys totally rule!

20
00:00:58,712 --> 00:01:01,465
Nonsense!
Only the King rules.

21
00:01:01,548 --> 00:01:03,759
No, like,
you got mad game.

22
00:01:03,842 --> 00:01:06,303
You speak mysterious words,
stranger.

23
00:01:06,386 --> 00:01:09,264
The only game we play at
is the joust!

24
00:01:09,347 --> 00:01:11,600
-Have at thee!
-What was that all about?

25
00:01:11,683 --> 00:01:14,102
This fair takes realism
very seriously.

26
00:01:14,186 --> 00:01:16,313
Everything is faithful
to the actual Middle Ages.

27
00:01:16,395 --> 00:01:18,732
These guys are experts
at staying in character.

28
00:01:18,815 --> 00:01:20,817
And at roasting
a good shank of meat.

29
00:01:20,901 --> 00:01:23,320
I'm sure no one would mind
if I just took a quick selfie.

30
00:01:23,403 --> 00:01:24,488
Knights:
Illegal witchcraft!

31
00:01:24,571 --> 00:01:26,281
B-B-But, officer,
I'm a wizard!

32
00:01:26,364 --> 00:01:28,657
This device is not approved
by wizard code.

33
00:01:28,742 --> 00:01:29,993
Knights:
Long live the code!

34
00:01:30,076 --> 00:01:32,829
Further offenses will
result in ejection.

35
00:01:32,913 --> 00:01:34,998
Th-They kick you out
for using phones?

36
00:01:35,081 --> 00:01:37,250
We'll just have to survive
without them for one day.

37
00:01:37,334 --> 00:01:38,502
Got that, Ben?

38
00:01:38,585 --> 00:01:40,504
[ Groaning ]

39
00:01:40,587 --> 00:01:41,838
Huh?
You say something?

40
00:01:41,922 --> 00:01:43,715
Ben, you're going to get us
kicked out!

41
00:01:43,799 --> 00:01:45,758
You can't last a second
without that thing.

42
00:01:45,841 --> 00:01:47,135
You couldn't, either.

43
00:01:47,219 --> 00:01:48,386
Want to bet?

44
00:01:48,470 --> 00:01:51,014
First to break character
and get kicked out loses.

45
00:01:51,097 --> 00:01:52,057
You're on!

46
00:01:52,139 --> 00:01:54,476
Oh, boy, I'm going to be
a wizard!

47
00:01:54,559 --> 00:01:56,686
That's right.
We have to pick roles.

48
00:01:56,770 --> 00:01:57,853
Think carefully.

49
00:01:57,938 --> 00:02:00,190
You've got to stick to yours
all day.

50
00:02:00,273 --> 00:02:02,818
Obviously, I'm going
to be a knight.

51
00:02:02,901 --> 00:02:05,445
Being a knight
is a big responsibility.

52
00:02:05,529 --> 00:02:08,198
You have the follow
the knight's code of conduct.

53
00:02:08,281 --> 00:02:10,157
-Knights: Long live the code!
-Uh, yeah.

54
00:02:10,242 --> 00:02:12,869
Protect innocents, live
for glory, yadda, yadda, yadda.

55
00:02:12,953 --> 00:02:14,454
This is all
standard hero stuff.

56
00:02:14,538 --> 00:02:15,872
You're missing
the bottom line!

57
00:02:15,956 --> 00:02:18,542
Knights don't rush
into battle on impulse,

58
00:02:18,625 --> 00:02:22,838
but they do report
directly to the king.

59
00:02:22,921 --> 00:02:24,005
Oh, brother.

60
00:02:24,089 --> 00:02:26,424
Ugh, how ironic
to be building this

61
00:02:26,508 --> 00:02:27,926
at the very well
of modernism.

62
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I'm climb out of that well
and shame mankind!

63
00:02:32,764 --> 00:02:34,057
Gimlet.

64
00:02:34,140 --> 00:02:36,268
When this steam time machine
is complete,

65
00:02:36,351 --> 00:02:38,061
this world will change!

66
00:02:38,143 --> 00:02:39,062
Auger.

67
00:02:39,145 --> 00:02:40,480
I'll travel to the Steam Age

68
00:02:40,564 --> 00:02:43,566
and prevent tech
from ever being invented!

69
00:02:43,650 --> 00:02:47,487
[ Cackles ]

70
00:02:47,571 --> 00:02:49,239
Ah, ah, handkerchief?

71
00:02:49,322 --> 00:02:51,157
Aristocrow, dab my little eye!

72
00:02:51,241 --> 00:02:53,785
Aristocrow?
-Ah?

73
00:02:53,869 --> 00:02:56,413
Stop that! The machine
is extremely delicate.

74
00:02:56,496 --> 00:02:58,081
I'm time traveling now.

75
00:02:58,164 --> 00:03:00,959
I'll see you
in the New Steam timeline.

76
00:03:01,042 --> 00:03:02,294
[ Crash! ]

77
00:03:02,377 --> 00:03:04,421
Caw!

78
00:03:05,839 --> 00:03:07,257
Caw, caw, caw!

79
00:03:07,340 --> 00:03:09,634
Now, now, you know the machine
is not safe for birds.

80
00:03:09,718 --> 00:03:10,760
Stop this instant!

81
00:03:10,844 --> 00:03:13,096
Now, to just press the button.

82
00:03:13,179 --> 00:03:14,306
[ Bang! ]

83
00:03:18,018 --> 00:03:19,561
[ Coughing ]

84
00:03:19,644 --> 00:03:21,104
Is this the Steam Age?

85
00:03:21,187 --> 00:03:23,607
You there, smithy!
What are you making?

86
00:03:23,690 --> 00:03:25,775
A gramophone, perhaps,
or a daguerreotype plate?

87
00:03:25,859 --> 00:03:29,696
Can't not say I've known of such
fancy stuff as that, m'lord.

88
00:03:29,779 --> 00:03:31,698
I be a humble blacksmith,

89
00:03:31,781 --> 00:03:33,575
making parts
for the royal trebuchet.

90
00:03:33,658 --> 00:03:37,495
Trebuchet? Wh -- Wh --
What year is it?

91
00:03:37,578 --> 00:03:40,165
1337, m'lord!

92
00:03:40,248 --> 00:03:41,625
Aaaaaah!

93
00:03:41,708 --> 00:03:44,628
Yep, times is hard
all over.

94
00:03:44,711 --> 00:03:46,755
I belong in the Steam Age,

95
00:03:46,838 --> 00:03:52,677
not here
where I'm from the future.

96
00:03:52,761 --> 00:03:55,304
Wait!
The time machine, it worked!

97
00:03:55,388 --> 00:03:56,681
If I could rebuild it...

98
00:03:56,765 --> 00:03:59,100
Smithy, can you fashion
a gimlet, an auger?

99
00:03:59,184 --> 00:04:00,852
Can't not say
I know such things.

100
00:04:00,936 --> 00:04:03,647
Uh, uh, I only labor
for the King.

101
00:04:03,730 --> 00:04:06,900
The King, eh?

102
00:04:06,983 --> 00:04:08,151
Excuse me, pardon me.

103
00:04:08,234 --> 00:04:10,654
I demand an audience
with the King.

104
00:04:10,737 --> 00:04:13,156
Ugh!
It doth be Steam Smythe!

105
00:04:13,239 --> 00:04:14,783
Stay your hand,
Sir Knight!

106
00:04:14,866 --> 00:04:16,242
Remember the code.

107
00:04:16,326 --> 00:04:18,285
-Knights: Long live the --
-I know!

108
00:04:18,369 --> 00:04:20,956
Your Majesty,
I beseech you.

109
00:04:21,039 --> 00:04:23,708
-Ugh!
-Hey, back-eth off-eth!

110
00:04:24,918 --> 00:04:25,919
[ Blink! ]

111
00:04:26,002 --> 00:04:27,128
[ Grinding ]

112
00:04:27,212 --> 00:04:29,005
Huh, that
Tennyson bloodline

113
00:04:29,089 --> 00:04:30,799
goes back further
than I thought.

114
00:04:30,882 --> 00:04:32,926
Anyway, I've come
from the fu--

115
00:04:33,009 --> 00:04:35,720
the fu-- [ Gargles ]

116
00:04:35,804 --> 00:04:37,889
the futu-- [ Muttering ]

117
00:04:37,973 --> 00:04:39,307
Never mind
where I'm from!

118
00:04:39,391 --> 00:04:41,268
I demand
to use your resources.

119
00:04:41,351 --> 00:04:43,520
Does he think he's actually
in the past?

120
00:04:43,603 --> 00:04:45,021
Stay in character!

121
00:04:45,105 --> 00:04:47,857
We can't afford to get kicked
out if a villain is in the fair.

122
00:04:47,941 --> 00:04:50,276
We refuseth, future man!

123
00:04:50,360 --> 00:04:53,029
Future man?
How dare you!

124
00:04:53,113 --> 00:04:55,073
I challenge you
to a duel!

125
00:04:55,156 --> 00:04:56,366
-Uh --
-I accept.

126
00:04:56,449 --> 00:04:58,868
Very well, an honorable
duel is permitted.

127
00:04:58,952 --> 00:05:01,746
Pray, why do you reach
for your wrist, sir knight?

128
00:05:01,830 --> 00:05:04,499
Surely your weapon of choice
doth befit this,

129
00:05:04,582 --> 00:05:07,877
the year of 1337
and no other.

130
00:05:07,961 --> 00:05:09,546
-Sir Wizard.
-Yeah.

131
00:05:09,629 --> 00:05:13,633
I require your magical spell
to transform my body

132
00:05:13,717 --> 00:05:15,051
to another form.

133
00:05:15,135 --> 00:05:16,219
[ Tink! ]
-Okay.

134
00:05:16,302 --> 00:05:18,847
I'll use my magic wand.

135
00:05:18,930 --> 00:05:20,682
Why is everyone blinking
so much?

136
00:05:20,765 --> 00:05:24,227
-My kingdom is very dusty.
-Hm.

137
00:05:24,310 --> 00:05:27,439
Behold all ye, and witness
a wizard's power!

138
00:05:27,522 --> 00:05:28,982
Presto chango!

139
00:05:29,065 --> 00:05:32,902
Oh, the power,
it is changing me!

140
00:05:32,986 --> 00:05:36,197
♪♪

141
00:05:36,281 --> 00:05:37,532
Ah!

142
00:05:37,615 --> 00:05:39,743
That bone wand,
it changed a boy

143
00:05:39,826 --> 00:05:42,120
into an oddly familiar
creature,

144
00:05:42,203 --> 00:05:44,539
almost like...

145
00:05:44,622 --> 00:05:45,749
All: [ Gasp ] A dragon!

146
00:05:45,832 --> 00:05:47,667
Clear the square
for a duel.

147
00:05:47,751 --> 00:05:49,419
Us too, Sir Wizard.

148
00:05:49,502 --> 00:05:51,670
Aw. I said run!

149
00:05:51,755 --> 00:05:54,257
Ah, ah, ah!
[ Screaming ]

150
00:05:55,216 --> 00:05:57,135
[ Both grunting ]

151
00:05:57,218 --> 00:05:59,220
Oh, ah, help! Wait!

152
00:05:59,304 --> 00:06:00,638
Ah, time-out!

153
00:06:00,722 --> 00:06:02,474
What kind of kingdom
are you running?

154
00:06:02,557 --> 00:06:05,143
I should have a weapon as well,
per the code.

155
00:06:05,226 --> 00:06:06,436
Knights:
Long live the code!

156
00:06:06,519 --> 00:06:08,813
I request
the wizard's wand.

157
00:06:08,897 --> 00:06:11,816
Um, you sure
about this, buddy?

158
00:06:11,900 --> 00:06:14,152
Obey your king, wizard.

159
00:06:14,235 --> 00:06:15,779
-Okay.
-Yes.

160
00:06:15,862 --> 00:06:18,198
Ha-ha!
Ho-ho!

161
00:06:18,281 --> 00:06:19,783
[ Clears throat ]

162
00:06:19,866 --> 00:06:21,034
Ah, ah!

163
00:06:21,117 --> 00:06:23,119
[ Both grunting ]

164
00:06:23,203 --> 00:06:24,370
Bone-wand throw!

165
00:06:24,454 --> 00:06:25,580
An opening!

166
00:06:25,663 --> 00:06:27,874
I must use my tools
inconspicuously.

167
00:06:27,957 --> 00:06:30,001
Ah-choo!

168
00:06:30,085 --> 00:06:31,252
[ Grunts ]

169
00:06:31,336 --> 00:06:32,754
Ah!

170
00:06:37,592 --> 00:06:39,302
Now that I've bested
your knight,

171
00:06:39,385 --> 00:06:41,096
I have more than earned
your approval

172
00:06:41,179 --> 00:06:43,598
for supplies
and labor resources.

173
00:06:43,681 --> 00:06:45,183
Nay, I thinketh not.

174
00:06:45,266 --> 00:06:46,643
But what about the code?

175
00:06:46,726 --> 00:06:48,061
Knights:
Honor the code!

176
00:06:48,144 --> 00:06:50,271
This applies to knights
and duelists.

177
00:06:50,355 --> 00:06:52,065
Kings are exempt.

178
00:06:52,148 --> 00:06:53,483
Then forget the code!

179
00:06:53,566 --> 00:06:56,819
Hey, what gives you
the right to -- Okay.

180
00:06:56,903 --> 00:06:58,154
Forget subtlety.

181
00:06:58,238 --> 00:07:01,032
I'll talk to someone with true
power to get me home.

182
00:07:01,116 --> 00:07:03,785
Wizard! I demand you use
your magic to assist me.

183
00:07:03,868 --> 00:07:05,245
Huh?
I got to warm up,

184
00:07:05,328 --> 00:07:07,122
and I can't do that
in front of all these people.

185
00:07:07,205 --> 00:07:08,998
Oh, I could help you
in that tower over there,

186
00:07:09,082 --> 00:07:13,169
but I'd much rather
eat this, so...

187
00:07:13,253 --> 00:07:15,255
Forget the meat
and warm up at the tower.

188
00:07:15,338 --> 00:07:16,381
Both: Grandpa!

189
00:07:16,464 --> 00:07:18,675
Wait, he left a note
in the meat.

190
00:07:18,758 --> 00:07:21,845
"Progeny, I shall away
to distracteth Smythe.

191
00:07:21,928 --> 00:07:25,348
Pray devise a plan and saveth
the faire! Ye olde G-Pa."

192
00:07:25,431 --> 00:07:27,142
If I hadn't been rushing
to beat Smythe,

193
00:07:27,225 --> 00:07:29,352
I could've picked
a different alien and won.

194
00:07:29,435 --> 00:07:31,771
Some knight
I turned out to be.

195
00:07:31,855 --> 00:07:34,107
Well, I wasn't much
of a king, either.

196
00:07:34,190 --> 00:07:36,025
I was just trying to make you
lose the bet

197
00:07:36,109 --> 00:07:37,277
instead of helping you.

198
00:07:37,360 --> 00:07:38,862
Unless we come up
with something,

199
00:07:38,944 --> 00:07:41,823
Smythe is going to go crazy
from Grandpa's magic tricks.

200
00:07:41,906 --> 00:07:43,783
Go crazy, that's it!

201
00:07:43,867 --> 00:07:46,077
Knight, would you join me
in a royal roast

202
00:07:46,161 --> 00:07:50,748
as part of Team Destroy
Steam Smythe's Feelings?

203
00:07:50,832 --> 00:07:53,126
Astounding!
How do you do that?

204
00:07:53,209 --> 00:07:54,794
Have you warmed up to use
time magic

205
00:07:54,878 --> 00:07:56,379
to help me get
where I need to be?

206
00:07:56,462 --> 00:07:59,883
I'm afraid I knoweth not of
what you speak-eth.

207
00:07:59,966 --> 00:08:02,719
I know you know because you
pulled this future currency

208
00:08:02,802 --> 00:08:04,137
from behind my ear.

209
00:08:04,220 --> 00:08:06,222
If you keep failing to
comply with my demands,

210
00:08:06,306 --> 00:08:09,058
perhaps I can take advantage
of this time tomfoolery

211
00:08:09,142 --> 00:08:11,769
to obliterate the Tennyson
bloodline for good.

212
00:08:11,853 --> 00:08:14,147
[ Chuckles ]
Must have run out of power.

213
00:08:14,230 --> 00:08:15,899
Uh, you'll have to wait
a bit for --

214
00:08:15,982 --> 00:08:17,066
Gwen:
Hear ye, hear ye!

215
00:08:17,150 --> 00:08:19,444
Oh, now what?
Ugh.

216
00:08:19,527 --> 00:08:21,404
Your weapons won't work on me!

217
00:08:21,487 --> 00:08:24,949
I'm far too...advanced.

218
00:08:25,033 --> 00:08:26,242
Exactly.

219
00:08:26,326 --> 00:08:29,245
My dearest subjects,
a strange man from the future

220
00:08:29,329 --> 00:08:31,539
has come
to take over our town!

221
00:08:31,623 --> 00:08:33,041
There's nothing new
about me!

222
00:08:33,123 --> 00:08:34,918
I abide by the Steam Age!

223
00:08:35,001 --> 00:08:39,088
Would you be able to enlighten
us on stage then, future man?

224
00:08:39,171 --> 00:08:40,757
Salutations and whatnot.

225
00:08:40,839 --> 00:08:45,094
I am future man, and I require
you all to bow down to my...

226
00:08:45,178 --> 00:08:48,473
Both:
Steam from the future!

227
00:08:48,556 --> 00:08:51,517
You simple folk better
give me the goods,

228
00:08:51,601 --> 00:08:55,980
or I'll use my magical arm to
toss rocks and boulders at you!

229
00:08:56,064 --> 00:08:59,275
But I need to sneeze
to make it work.

230
00:08:59,359 --> 00:09:01,194
Ah-choo!
-Steam Smythe: Stop!

231
00:09:01,277 --> 00:09:03,738
I tried to preserve the purity
of simpler times,

232
00:09:03,821 --> 00:09:05,323
but I've had enough.

233
00:09:05,406 --> 00:09:08,284
If you won't help me, I'll help
myself to the rubble left

234
00:09:08,368 --> 00:09:10,787
when I destroy this town!

235
00:09:10,870 --> 00:09:12,538
Now, knight!

236
00:09:14,874 --> 00:09:16,251
Magic transformation?

237
00:09:16,334 --> 00:09:18,294
I thought you said
you were out.

238
00:09:18,378 --> 00:09:19,629
Uh, oops.

239
00:09:19,712 --> 00:09:21,756
Now armor up and take out
the rest of his ammunition.

240
00:09:21,839 --> 00:09:24,759
The subjects and I will
finish up with a big surprise.

241
00:09:30,890 --> 00:09:33,309
Magical or not,
your medieval armor

242
00:09:33,393 --> 00:09:36,771
won't stand a chance against
the mighty force of my steam!

243
00:09:36,854 --> 00:09:40,942
Wow, you're not thinking this
through at all, huh, future man?

244
00:09:41,025 --> 00:09:44,445
No ammo left except my drill
and last cannonball.

245
00:09:48,157 --> 00:09:49,701
All right.
It's ready.

246
00:09:49,784 --> 00:09:53,329
Bring forth the trebuchet!

247
00:09:53,413 --> 00:09:54,831
We're short on boulders
to launch,

248
00:09:54,914 --> 00:09:57,250
but perhaps a real knight
would do the honors

249
00:09:57,333 --> 00:09:58,918
of being
the alternative?

250
00:09:59,002 --> 00:10:01,129
You are
too good to me.

251
00:10:01,212 --> 00:10:02,839
I know.

252
00:10:02,922 --> 00:10:05,008
Subjects, at the ready.

253
00:10:05,091 --> 00:10:06,175
Subjects: Ready!

254
00:10:06,259 --> 00:10:08,303
Fire!

255
00:10:08,386 --> 00:10:09,846
Ah!

256
00:10:10,805 --> 00:10:14,684
Let's see if you can handle
this blast from the past!

257
00:10:14,767 --> 00:10:16,311
♪♪

258
00:10:16,394 --> 00:10:19,314
Aaaaaah!

259
00:10:19,397 --> 00:10:20,607
[ Crash! ]

260
00:10:20,690 --> 00:10:22,567
Ah! Ugh!

261
00:10:22,650 --> 00:10:23,526
Caw!

262
00:10:23,609 --> 00:10:25,945
Aristocrow, is that you?

263
00:10:26,029 --> 00:10:28,698
Oh, thank the cogs
you waited for me!

264
00:10:28,781 --> 00:10:33,036
It's so nice to be in the time
where I'm appreciated.

265
00:10:33,119 --> 00:10:34,287
Ugh.

266
00:10:34,370 --> 00:10:38,666
Kids, oh
[panting] great job!

267
00:10:40,960 --> 00:10:42,628
Okay, Team Destroy,
time to go.

268
00:10:42,712 --> 00:10:43,713
Really?
What time is it?

269
00:10:43,796 --> 00:10:44,881
3:30.

270
00:10:44,964 --> 00:10:46,549
Uh, you might want to adjust
your watches

271
00:10:46,632 --> 00:10:50,887
because it's actually time
for me to win the bet!

272
00:10:50,970 --> 00:10:52,138
Illegal witchcraft!

273
00:10:52,221 --> 00:10:54,557
What? Hey!
I am your king!

274
00:10:54,640 --> 00:10:57,435
I just saved your whole
dumb fair! Come on!

275
00:10:57,518 --> 00:11:00,438
Looks like this wizard
still had a trick up his sleeve.

276
00:11:00,521 --> 00:11:02,315
Ooh, ooh!
Honor the code!

277
00:11:04,484 --> 00:11:09,947
♪♪

278
00:11:10,031 --> 00:11:16,454
♪♪