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[ Theme music plays ]

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-♪ Ben 10! ♪
-♪ Ben 10! ♪

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-♪ Ben 10! ♪
-♪ Ben 10! ♪

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-♪ Ben 10! ♪

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-♪ Ben 10! ♪
-♪ Ben 10! ♪

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♪♪

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Ben: Whoa!
This train is hype!

8
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And we get to ride it.
Uh, don't say "hype."

9
00:00:33,803 --> 00:00:35,430
I'm more interested in meeting
Grandpa's friend, Helen Troy.

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She founded Helen
Troy Industries,

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and she's the one
who designed this train.

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This has got to be her
most ambitious endeavor

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since the AI ring.

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She's definitely
a hero of mine.

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Thank you, Grandpa.

16
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Yep, your ol' Grandpa's
pretty cool sometimes.

17
00:00:49,444 --> 00:00:51,362
Although, Helen seemed really
difficult to get a hold of.

18
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She was Phil's old apprentice,

19
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so he's the one
that got us this opportunity.

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He said, "Keep an eye on her,"
whatever that means.

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I can never tell
when Phil's kidding around.

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Both: Shh! Grandpa,
the presentation is starting.

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-Oh.
-We here at

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Helen Troy Industries
strive to be

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at the forefront
of technological innovation,

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from our AI ring to our latest
invention, the Sonitrain.

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And thanks to an
anonymous benefactor

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and cutting-edge
sonic technology,

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Helen Troy Industries
has taken public transportation

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beyond the sound barrier.

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Helen Troy Industries --
trust us.

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Yes, and thank you
for joining us

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on the Sonitrain's
maiden voyage.

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I'll be able to answer
a limited number

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of questions
at this time.

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Oh, hi, hello.

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Gwen Tennyson here.
Huge fan.

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I-I was just wondering
if you could elaborate

39
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on the technology
used for the Sonitrain,

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and could you confirm if the
anonymous benefactor is in fact

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world-renowned physicist
Dr. Gustav Pootknocker?

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And also, could you
comment on the ethics

43
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and potential danger
of hiding information

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about the Sonitrain
from the public?

45
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Uh, I'm sorry.

46
00:01:50,046 --> 00:01:52,088
That information
is confidential.

47
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Ahem, uh, now, if you'll
excuse me, I must be going.

48
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Uh, please enjoy the journey.

49
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-That's weird.
-So?

50
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All those tech-inventor
people are weirdos.

51
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What matters
is hype inventions.

52
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Don't say "hype."
I thought she was different.

53
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But mysterious
money men?

54
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Dodging questions?

55
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Something's up.

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Max: Mm, I agree.

57
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It's not like Helen to act
so mysterious.

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I'm sure there's
some explanation.

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We should go investigate,
but she's probably so busy.

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You just want to
see her again.

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She's your hero.
-What?!

62
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No.
Something's up.

63
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She might be
in trouble.

64
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Okay, maybe a little.
-Well, come on.

65
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I want to see the control room
on this thing.

66
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This train is such
a technological accomplishment.

67
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I bet it's not
faster than XLR8.
Come on, Ben. Whoa!

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Shh!
Helen: I'm not comfortable
with these modifications.

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Hey, you made an agreement
with the boss.

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I'm just
following orders.

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This is still my train.

72
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We may have made a deal,
but these experiments

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he's doing may compromise
the structural integrity.

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I'm just doing
what I'm told.

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Talk to him.

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I intend to.

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Experiments?

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And she's gonna meet
with that investor.

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We have to get
to the bottom of this.

80
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What in the world?
I didn't know Helen Troy
was into dance clubs.

81
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Welp, looks like this
is the end of the tracks.

82
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Oh, yeah?
I swiped the guard's key card.

83
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Hoo-hoo!
Gwen breaks the rules.

84
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It's for science.

85
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It's the control room.

86
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Kids aren't allowed here.

87
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Uh, please return
to your seats.

88
00:03:22,263 --> 00:03:23,848
Otherwise, I'll be forced
to call security.

89
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Uh, I still had
a few, um, follow-up

90
00:03:26,684 --> 00:03:27,935
questions from earlier.

91
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No time for questions.

92
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Wait, aren't you
Max Tennyson's brood?

93
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Oh, uh, yeah.

94
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I just wanted to ask about
the mysterious benefactor.

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You were always up front about
your investors in the past.

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Uh, listen, Gwen?

97
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Running a company
can get difficult.

98
00:03:42,617 --> 00:03:45,286
And when your ideas
start to seem to risky

99
00:03:45,369 --> 00:03:47,955
for your typical investor,
you turn to reach out

100
00:03:48,039 --> 00:03:50,791
for help from people
with a similar vision.

101
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-Decibel.
-That's right.

102
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I helped her build
this sound-energy train.

103
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She may be smart, but she needed
my amplifying tech

104
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to make this thing a reality.

105
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But, unfortunately,

106
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I'll have to ask you
to leave the control room.

107
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We're about to see how fast
this train can really go.

108
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What? W-We're not ready
for that kind of test.

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Th-this train
is full of passengers.

110
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[ Chuckles ]
We're doing the test,

111
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and if you try to stop me,

112
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I'll wreck you're little company
from the inside out.

113
00:04:19,403 --> 00:04:20,738
You can't do this.

114
00:04:20,821 --> 00:04:23,199
Gwen, make sure the other
passengers are safe.

115
00:04:23,282 --> 00:04:25,826
Heatblast is gonna fry
this hype train.

116
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Don't say "hype."

117
00:04:28,788 --> 00:04:30,873
I don't think so, kid.

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♪♪

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[ Both grunting ]

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♪♪

121
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♪♪

122
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[ Beat-boxing ]

123
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[ Groans ] Um, sorry,
I don't speak sign language.

124
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-[ Shouts ]
-Aah!

125
00:05:01,362 --> 00:05:04,115
Ugh, that hurt.

126
00:05:04,198 --> 00:05:06,033
Lord Decibel,
you're putting

127
00:05:06,117 --> 00:05:08,577
everyone on this
train in danger.

128
00:05:08,661 --> 00:05:10,371
Whoa!
Aah!

129
00:05:10,454 --> 00:05:14,542
Helen, don't go along
with this!

130
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It's out of your hands,
Troy.

131
00:05:16,377 --> 00:05:18,587
Let the real show begin.

132
00:05:18,671 --> 00:05:21,382
♪♪

133
00:05:21,465 --> 00:05:23,342
Now things get interesting.

134
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[ Grunting ]

135
00:05:26,804 --> 00:05:28,764
I made it.

136
00:05:28,848 --> 00:05:30,099
[ Beeping ]

137
00:05:31,726 --> 00:05:34,312
This is what I call
an energy boost!

138
00:05:34,395 --> 00:05:37,023
Please, Helen,
you've got to stop him.

139
00:05:37,106 --> 00:05:39,066
I don't think you understand
how long it took

140
00:05:39,150 --> 00:05:40,484
to build this company,

141
00:05:40,568 --> 00:05:43,404
the sweat and the tears
that went into it,

142
00:05:43,487 --> 00:05:44,947
all thanks
to Mr. Decibel

143
00:05:45,031 --> 00:05:47,950
backing my inventions
when no one else would.

144
00:05:48,034 --> 00:05:49,410
You're Phil's protégé.

145
00:05:49,493 --> 00:05:51,203
You're more than capable
on your own.

146
00:05:51,286 --> 00:05:53,456
Sometimes sacrifices
need to be made

147
00:05:53,539 --> 00:05:56,751
for the greater good.
-[ Breathing heavily ]

148
00:05:56,834 --> 00:06:00,421
I'm pushing XLR8 to his limits
and can still barely keep up!

149
00:06:00,504 --> 00:06:02,923
Finally,
we're dropping the beat.

150
00:06:03,007 --> 00:06:06,260
Hey, Jukebox
for brains!

151
00:06:06,343 --> 00:06:08,304
What?
Are you kidding?

152
00:06:08,387 --> 00:06:10,639
At these speeds?

153
00:06:10,723 --> 00:06:13,809
No.
He's going to ruin everything.

154
00:06:13,893 --> 00:06:16,270
Not if I have anything
to say about it.

155
00:06:16,353 --> 00:06:19,607
♪♪

156
00:06:19,690 --> 00:06:22,109
Let's take this party up.

157
00:06:22,193 --> 00:06:23,778
[ Grunting ]

158
00:06:23,861 --> 00:06:25,071
Aah!

159
00:06:25,154 --> 00:06:27,615
Now, this is the kind of plan
I can jam out to.

160
00:06:27,698 --> 00:06:29,366
Excuse me, Mr. Decibel,

161
00:06:29,450 --> 00:06:32,036
uh, maybe
we could work something out?

162
00:06:32,119 --> 00:06:35,164
Oh, Helen, Helen, Helen.

163
00:06:35,247 --> 00:06:37,291
I'm not here to negotiate,
love.

164
00:06:37,374 --> 00:06:38,959
You wouldn't have been able
to build this train

165
00:06:39,043 --> 00:06:40,169
without my funding.

166
00:06:40,252 --> 00:06:42,797
You can trust your company
in my hands.

167
00:06:42,880 --> 00:06:44,882
Just imagine making
a Sonitrain

168
00:06:44,965 --> 00:06:47,051
that could go beyond
the speed of sound,

169
00:06:47,134 --> 00:06:49,595
you breaking a new barrier
getting passengers

170
00:06:49,678 --> 00:06:53,015
from Michigan to Taiwan
in mere minutes.

171
00:06:53,099 --> 00:06:54,850
That does
sound amazing.

172
00:06:54,934 --> 00:06:56,519
What a future
that would be.

173
00:06:56,602 --> 00:06:57,645
Future?

174
00:06:57,728 --> 00:07:00,356
Oh, I'm talking about
right now.

175
00:07:00,439 --> 00:07:03,484
Now? I haven't built a Sonitrain
like that yet.

176
00:07:03,567 --> 00:07:06,278
Oh, with my body modifications,
we have.

177
00:07:06,362 --> 00:07:08,531
This train can't handle speeds
like that.

178
00:07:08,614 --> 00:07:10,533
How about we find out?

179
00:07:10,616 --> 00:07:14,036
I can feel the bass drop!

180
00:07:14,120 --> 00:07:15,871
♪♪

181
00:07:15,955 --> 00:07:19,208
Oof!
Mr. Decibel, please stop.

182
00:07:19,291 --> 00:07:20,251
Aah!

183
00:07:20,334 --> 00:07:21,544
Aw, harsh, bro.

184
00:07:21,627 --> 00:07:24,547
♪♪

185
00:07:24,630 --> 00:07:27,633
[ Grunting ]

186
00:07:27,716 --> 00:07:29,718
XLR8 has never not been
fast enough,

187
00:07:29,802 --> 00:07:32,847
but maybe XLR8 plus
gots the stuff.

188
00:07:32,930 --> 00:07:41,480
♪♪

189
00:07:41,564 --> 00:07:43,065
Aah!

190
00:07:43,149 --> 00:07:45,693
Even this super-suit XLR8
can't catch up.

191
00:07:45,776 --> 00:07:48,571
Ugh.

192
00:07:48,654 --> 00:07:50,614
Whoa, what's going on?

193
00:07:50,698 --> 00:07:53,284
Yo! Back booster?

194
00:07:53,367 --> 00:07:54,785
That's more my speed.

195
00:07:54,869 --> 00:07:56,286
New ability unlocked.

196
00:07:56,370 --> 00:07:58,372
Pedal to the metal.

197
00:07:58,455 --> 00:08:00,207
Whoo-hoo!

198
00:08:00,291 --> 00:08:02,835
Okay, caught up.

199
00:08:02,918 --> 00:08:03,919
What do I do now?

200
00:08:04,003 --> 00:08:06,172
Helen, are you okay?

201
00:08:06,255 --> 00:08:07,464
I'm sorry, Gwen.

202
00:08:07,548 --> 00:08:09,300
I let my drive for high
speed ingenuity

203
00:08:09,383 --> 00:08:11,844
get in the way of honest
research and development.

204
00:08:11,927 --> 00:08:15,097
It's okay. Your technology has
helped so many people.

205
00:08:15,181 --> 00:08:17,558
Just double-check if your top
financial benefactor

206
00:08:17,641 --> 00:08:18,851
is super villain
next time.

207
00:08:18,934 --> 00:08:21,562
You're right.
I've worked too hard.

208
00:08:21,645 --> 00:08:22,730
Helen?

209
00:08:22,813 --> 00:08:24,982
I'm okay,
but he won't be.

210
00:08:25,065 --> 00:08:27,526
A-Ahem, you know
I can hear you, right?

211
00:08:27,610 --> 00:08:29,153
We're in the same room.

212
00:08:29,236 --> 00:08:31,071
Ha!
[ Both grunt ]

213
00:08:31,155 --> 00:08:34,407
Neither you nor that alien brat
will stop me.

214
00:08:34,492 --> 00:08:36,075
This might not be
the greatest plan,

215
00:08:36,160 --> 00:08:38,120
but I don't know
how to fight a train.

216
00:08:38,204 --> 00:08:41,290
I have song request!

217
00:08:41,373 --> 00:08:43,416
Whoa.
What happened to XLR8?

218
00:08:43,500 --> 00:08:44,668
-No clue.
-Enough!

219
00:08:44,752 --> 00:08:46,337
You're not stopping me
no matter

220
00:08:46,420 --> 00:08:49,256
how many times you change
your little alien outfit.

221
00:08:49,340 --> 00:08:52,718
If I use my ring, I might have
a way to un-jam the door.

222
00:08:52,801 --> 00:08:55,179
Now, that's what
I'm talking about.

223
00:08:55,262 --> 00:08:57,097
Laser mode initiated.

224
00:08:57,181 --> 00:09:00,601
Let's see if you can take
a gale-force head to your butt.

225
00:09:00,684 --> 00:09:01,602
Ooh!

226
00:09:01,685 --> 00:09:02,978
I can't move.

227
00:09:03,062 --> 00:09:05,105
I might yarf
in this helmet.

228
00:09:05,189 --> 00:09:06,523
Stop yammering.

229
00:09:06,607 --> 00:09:08,400
I'm going to rip
this annoying device

230
00:09:08,484 --> 00:09:10,361
from you
once and for all.

231
00:09:10,444 --> 00:09:13,822
Ben, just -- just hang in there!
We're almost inside!

232
00:09:13,906 --> 00:09:15,783
Just a little more.

233
00:09:15,866 --> 00:09:17,952
Oh, something's
about to happen.

234
00:09:18,035 --> 00:09:20,454
I hope
it's not my lunch.

235
00:09:20,537 --> 00:09:22,289
♪♪

236
00:09:22,373 --> 00:09:24,083
Aah!

237
00:09:24,166 --> 00:09:27,628
♪♪

238
00:09:27,711 --> 00:09:29,964
Huh? Hands?

239
00:09:30,047 --> 00:09:32,091
Don't mind
if I hand in.

240
00:09:32,174 --> 00:09:34,426
Also, how did you switch
my aliens?

241
00:09:34,510 --> 00:09:36,679
I was trying to end you.

242
00:09:36,762 --> 00:09:37,972
We're in.
Where did they go?

243
00:09:38,055 --> 00:09:39,932
Well,
that isn't good.

244
00:09:40,015 --> 00:09:42,601
We need to remove the power
source from Decibel

245
00:09:42,685 --> 00:09:43,852
and the train.

246
00:09:43,936 --> 00:09:47,147
Gwen, I bestow to you
my ring device.

247
00:09:47,231 --> 00:09:48,816
You untether
Decibel's cable,

248
00:09:48,899 --> 00:09:51,944
and I'll take control
of the train.

249
00:09:52,027 --> 00:09:55,155
I don't think the Omnitrix
can handle the overtime.

250
00:09:55,239 --> 00:09:57,283
[ Chuckles ]
Good one, me.

251
00:10:02,579 --> 00:10:03,497
Uh-oh.

252
00:10:03,580 --> 00:10:05,791
Aah!

253
00:10:07,543 --> 00:10:10,963
Uh, I think the Omnitrix
overload is messing with my aim.

254
00:10:11,046 --> 00:10:13,007
Crud.
-Ha!

255
00:10:13,090 --> 00:10:15,968
I beat you
with no hands.

256
00:10:16,051 --> 00:10:17,344
Aah!

257
00:10:17,428 --> 00:10:20,014
Not sure how your co-workers
are gonna feel about those,

258
00:10:20,097 --> 00:10:22,266
though I can lend you
a hand or two.

259
00:10:22,349 --> 00:10:23,809
Let's end this, kid.

260
00:10:23,892 --> 00:10:25,728
I've got a company to run.

261
00:10:27,813 --> 00:10:29,189
How are you doing,
Gwen?

262
00:10:29,273 --> 00:10:30,941
Almost...

263
00:10:31,025 --> 00:10:32,985
Got it.
-Roger.

264
00:10:33,068 --> 00:10:35,487
[ Grunts ]
My power feed?

265
00:10:35,571 --> 00:10:38,032
Aah!
-Hand time!

266
00:10:38,115 --> 00:10:40,200
[ Snoring ]

267
00:10:41,452 --> 00:10:42,828
[ Groans ]

268
00:10:42,911 --> 00:10:47,166
I think I'm aliened out
for the rest of summer.

269
00:10:47,249 --> 00:10:49,376
I hope you'll be able to recover
from all this.

270
00:10:49,460 --> 00:10:53,172
I will. I've rediscovered
my motivation.

271
00:10:53,255 --> 00:10:55,257
Thanks.
-What happened here?

272
00:10:55,341 --> 00:10:56,508
Well, Helen,
I warned you

273
00:10:56,592 --> 00:10:59,386
the world wasn't ready
for flashy trains.

274
00:10:59,470 --> 00:11:01,972
Ugh.
I know I'm not.

275
00:11:03,640 --> 00:11:09,563
♪♪

276
00:11:09,646 --> 00:11:15,569
♪♪

277
00:11:15,652 --> 00:11:17,488
[ Beat-boxing ]