1 00:00:01,688 --> 00:00:03,773 ♪♪ 2 00:00:07,026 --> 00:00:08,319 ♪ Ben 10! ♪ 3 00:00:08,403 --> 00:00:10,405 ♪ Ben 10! ♪ 4 00:00:10,488 --> 00:00:11,447 ♪ Ben 10! ♪ 5 00:00:11,531 --> 00:00:12,448 ♪ Ben 10! ♪ 6 00:00:12,532 --> 00:00:13,616 ♪ Ben 10! ♪ 7 00:00:13,700 --> 00:00:14,867 ♪ Ben 10! ♪ 8 00:00:14,951 --> 00:00:16,786 ♪ Ben 10! ♪ 9 00:00:16,869 --> 00:00:18,955 ♪ Ben 10! ♪ 10 00:00:28,005 --> 00:00:31,300 Gwen: Behold, the majesty of beautiful Blue Bear Bay. 11 00:00:31,384 --> 00:00:33,386 The perfect place for the maiden voyage 12 00:00:33,469 --> 00:00:34,929 of the S.S. Pettigrew! 13 00:00:35,012 --> 00:00:36,514 [ Weakly ] Oh, boy. 14 00:00:36,597 --> 00:00:37,682 A wobbly boat. 15 00:00:37,765 --> 00:00:39,559 It's much more than a boat, Ben! 16 00:00:39,642 --> 00:00:41,602 It's a state-of-the-art mega-ferry 17 00:00:41,686 --> 00:00:44,147 with room for 70 cars and 800 passengers -- 18 00:00:44,230 --> 00:00:46,232 completely powered by solar panels 19 00:00:46,315 --> 00:00:48,151 and other renewable energy sources! 20 00:00:48,234 --> 00:00:50,987 Able to reach speeds up to 80 knots! 21 00:00:51,070 --> 00:00:53,656 Its hull -- pretty much indestructible. [ Clank! ] 22 00:00:53,740 --> 00:00:56,325 This ship is a modern marvel! 23 00:00:56,409 --> 00:00:57,410 Mmm! 24 00:00:57,493 --> 00:00:59,495 And they have great chili! Chili? 25 00:00:59,579 --> 00:01:02,123 Grandpa, this is the coolest ship ever built! 26 00:01:02,206 --> 00:01:04,166 Oh, sure, it's all right, I guess. 27 00:01:04,250 --> 00:01:05,460 But these fancy techno-ships 28 00:01:05,543 --> 00:01:07,670 can't compare with a true queen of the sea -- 29 00:01:07,754 --> 00:01:09,046 like the S.S. Manby! 30 00:01:09,130 --> 00:01:10,173 Look! 31 00:01:10,256 --> 00:01:12,383 That's a queen of the sea? 32 00:01:12,467 --> 00:01:14,927 Well, she was, until they decommissioned her. 33 00:01:15,011 --> 00:01:16,804 She sure is something! 34 00:01:16,888 --> 00:01:18,556 Gwen: She's something, all right. 35 00:01:18,639 --> 00:01:20,516 Oh, this brings back memories. 36 00:01:20,600 --> 00:01:21,601 Memories? Look! 37 00:01:21,684 --> 00:01:23,227 Here I am, just a little boy 38 00:01:23,311 --> 00:01:25,313 riding the Manby for the first time! 39 00:01:25,396 --> 00:01:26,814 Those were the days. 40 00:01:26,898 --> 00:01:28,357 Who's that guy in the back? 41 00:01:28,441 --> 00:01:30,568 He looks familiar. 42 00:01:30,651 --> 00:01:33,446 Hmm. There is something about him. [ Steam horn blows ] 43 00:01:33,529 --> 00:01:36,032 Oh, listen to that old horn blow! 44 00:01:36,115 --> 00:01:37,909 Brings back so many memories. 45 00:01:37,992 --> 00:01:39,201 Grandpa? 46 00:01:39,285 --> 00:01:41,746 The decks of hand-crafted Floridian white oak -- 47 00:01:41,829 --> 00:01:42,830 Whoa! 48 00:01:42,914 --> 00:01:45,541 Speeds of up to 5 1/4, uh, knots. 49 00:01:45,624 --> 00:01:46,918 [ Air horn blows ] [ Clears throat ] 50 00:01:47,001 --> 00:01:48,252 Storage space aplenty 51 00:01:48,336 --> 00:01:51,172 for four horse-drawn carriages! 52 00:01:51,255 --> 00:01:53,424 A side wheeling, single-cylinder steam engine! 53 00:01:53,508 --> 00:01:54,801 Whoa! 54 00:01:54,884 --> 00:01:56,761 A great old-style coal-burning boiler. 55 00:01:56,844 --> 00:01:59,138 The finest example of 19th-century shipbuilding 56 00:01:59,222 --> 00:02:01,140 we have around in these modern-- 57 00:02:01,224 --> 00:02:02,350 [ Ben retching ] 58 00:02:02,433 --> 00:02:03,476 You said it, Ben. 59 00:02:03,559 --> 00:02:05,269 That old husk is bolted to the dock 60 00:02:05,353 --> 00:02:06,604 where it probably belongs. 61 00:02:06,687 --> 00:02:08,564 Ben looks a little seasick. Buck up! 62 00:02:08,647 --> 00:02:11,067 Only another hour and we'll be back on dry land! 63 00:02:11,150 --> 00:02:13,653 Here, how about a little chili to settle your stomach? 64 00:02:13,736 --> 00:02:15,154 [ Retches ] 65 00:02:15,238 --> 00:02:17,490 I read that a good way to cure seasickness 66 00:02:17,573 --> 00:02:18,825 is to look to the horizon. 67 00:02:18,908 --> 00:02:19,826 If you focus -- 68 00:02:19,909 --> 00:02:20,910 Turn into an alien? 69 00:02:20,993 --> 00:02:22,245 Great idea, Gwen! 70 00:02:22,328 --> 00:02:24,038 No, Ben, that's not what I said! 71 00:02:24,121 --> 00:02:27,208 ♪♪ 72 00:02:30,837 --> 00:02:32,380 Wildvine! 73 00:02:32,463 --> 00:02:34,006 And do you feel better? 74 00:02:34,090 --> 00:02:35,216 Yeah, I feel -- 75 00:02:35,299 --> 00:02:37,259 [ Retches ] 76 00:02:37,343 --> 00:02:39,846 [ Coughs ] I am so sorry! 77 00:02:39,929 --> 00:02:40,888 Ooh! 78 00:02:40,972 --> 00:02:42,807 Begonias are my favorite! 79 00:02:42,890 --> 00:02:44,934 You do beautiful work! 80 00:02:45,017 --> 00:02:46,102 [ Grunts ] 81 00:02:46,185 --> 00:02:48,521 Going alien didn't help at all! 82 00:02:48,604 --> 00:02:50,982 Like I said. Try looking at the horizon. 83 00:02:51,065 --> 00:02:53,151 If you keep focusing on stuff that's right in front of you, 84 00:02:53,234 --> 00:02:54,569 you'll stay sick. 85 00:02:54,652 --> 00:02:55,694 Ugh! 86 00:02:55,778 --> 00:02:57,989 How is this supposed to help, Gwen? 87 00:02:58,072 --> 00:02:58,906 [ Rumbles ] 88 00:02:58,990 --> 00:03:01,075 Huh?! What's that?! 89 00:03:03,035 --> 00:03:04,579 All: The Clocktopus?! 90 00:03:04,662 --> 00:03:06,873 Steam Smythe: [ Maniacal laughter ] 91 00:03:06,956 --> 00:03:08,416 Behold, world! 92 00:03:08,499 --> 00:03:12,378 Steam Smythe rises with my revitalized Clocktopus! 93 00:03:12,461 --> 00:03:15,131 I am here to declare that -- 94 00:03:15,214 --> 00:03:16,132 Tennyson?! 95 00:03:16,215 --> 00:03:18,009 Steam Smythe?! 96 00:03:18,092 --> 00:03:21,012 How many times do I have to kick your rusty old can?! 97 00:03:21,095 --> 00:03:22,513 Are you following me? 98 00:03:22,597 --> 00:03:23,472 No matter! 99 00:03:23,556 --> 00:03:24,599 I'll destroy you, 100 00:03:24,682 --> 00:03:26,934 along with this disgrace of a ship! 101 00:03:27,018 --> 00:03:28,811 Have at you! 102 00:03:28,895 --> 00:03:30,104 Ben: [ Screams ] 103 00:03:30,187 --> 00:03:31,147 Ben! 104 00:03:31,230 --> 00:03:33,316 I've got you! Catch! 105 00:03:33,858 --> 00:03:34,817 Ow! 106 00:03:34,901 --> 00:03:37,236 Gwen, I can swim, you know! 107 00:03:37,319 --> 00:03:38,738 Oh, right. Heh. 108 00:03:38,821 --> 00:03:40,323 Sorry! 109 00:03:40,406 --> 00:03:42,617 Steam Smythe: This so-called new queen of the sea 110 00:03:42,700 --> 00:03:44,535 goes down without a fight, 111 00:03:44,619 --> 00:03:46,287 and thus proves the superiority 112 00:03:46,370 --> 00:03:49,123 of my beloved, beautiful S.S. Manby -- 113 00:03:49,206 --> 00:03:50,625 a real vessel from a time 114 00:03:50,708 --> 00:03:52,752 when they knew how to build things to last! 115 00:03:52,835 --> 00:03:55,212 [ Screaming ] [ Maniacal laughter ] 116 00:03:55,295 --> 00:03:58,132 Diamondhead: Wait. All this is for that junky tugboat? 117 00:03:58,215 --> 00:04:00,092 [ Crash! ] 118 00:04:00,176 --> 00:04:01,761 The S.S. Manby has more class 119 00:04:01,844 --> 00:04:03,554 than this tawdry float ever will! 120 00:04:03,638 --> 00:04:05,014 Wait a minute! Whoa, Gwen, 121 00:04:05,097 --> 00:04:06,724 if you need a snack, just ask! 122 00:04:06,807 --> 00:04:08,809 No, Grandpa, the photo! 123 00:04:08,893 --> 00:04:10,603 Look, twinsies! 124 00:04:10,686 --> 00:04:13,314 Oh, those aren't twinsies. Those are samesies! 125 00:04:13,397 --> 00:04:16,400 But that photo was taken more than 40 years ago. 126 00:04:16,483 --> 00:04:18,194 Whatever. Here I go! 127 00:04:18,276 --> 00:04:18,985 Oh! 128 00:04:19,069 --> 00:04:20,655 [ Grunting ] 129 00:04:20,738 --> 00:04:22,240 [ Groans ] 130 00:04:22,323 --> 00:04:23,199 Come on! 131 00:04:23,282 --> 00:04:25,076 [ Screaming ] 132 00:04:25,159 --> 00:04:26,285 Oh! Oh! Oh! 133 00:04:26,369 --> 00:04:28,204 [ Grunts ] 134 00:04:28,287 --> 00:04:29,330 Oh, no, lady. 135 00:04:29,413 --> 00:04:30,998 Look, look, lady, I'm about to-- 136 00:04:31,082 --> 00:04:32,208 [ Retches ] 137 00:04:32,291 --> 00:04:33,793 Ooh! Beautiful! 138 00:04:33,876 --> 00:04:36,587 Wait till I show the girls at bingo! 139 00:04:36,671 --> 00:04:39,340 Yeah? Well, hold on to your jewels! 140 00:04:39,423 --> 00:04:42,635 Diamondhead: [ Grunting ] 141 00:04:43,844 --> 00:04:44,929 Oh, that's okay! 142 00:04:45,012 --> 00:04:47,473 Mama needs a new pair of earrings! 143 00:04:47,556 --> 00:04:49,558 Yeah, that ain't gonna happen. 144 00:04:49,642 --> 00:04:51,060 But this is... 145 00:04:51,143 --> 00:04:52,895 [ Screams ] 146 00:04:52,979 --> 00:04:54,063 Aw! 147 00:04:54,146 --> 00:04:56,774 Is your little tummy-wummy all fussy-wussy? 148 00:04:56,857 --> 00:04:58,901 [ Laughs ] 149 00:04:58,985 --> 00:05:00,778 These modern engines aren't so fast 150 00:05:00,861 --> 00:05:02,113 when they're punctured! 151 00:05:02,196 --> 00:05:05,241 And my coup de grace hasn't even arrived yet! 152 00:05:05,324 --> 00:05:07,284 But, hark, it approaches! 153 00:05:07,368 --> 00:05:09,495 There will be no escape. 154 00:05:09,578 --> 00:05:13,457 This modern monstrosity will be reduced to shards! 155 00:05:13,541 --> 00:05:16,293 Ben: Ugh, could that old thing be any slower? 156 00:05:16,377 --> 00:05:17,837 It's making record time! 157 00:05:17,920 --> 00:05:19,422 If you're feeling sick again, 158 00:05:19,505 --> 00:05:20,881 let me know, dearie! 159 00:05:20,965 --> 00:05:22,091 Can we get on with it? 160 00:05:22,174 --> 00:05:24,844 Contemporary youth are so impatient. 161 00:05:26,470 --> 00:05:28,556 Go, Aristocrow! Aristocrow: Caw! 162 00:05:29,557 --> 00:05:31,642 Caw! 163 00:05:34,103 --> 00:05:35,021 What?! 164 00:05:35,104 --> 00:05:36,981 Your eyes do not deceive! 165 00:05:37,064 --> 00:05:39,400 Steam-powered piranhas -- 166 00:05:39,483 --> 00:05:40,651 with jaws strong enough 167 00:05:40,735 --> 00:05:42,653 to chew this flashy monstrosity 168 00:05:42,737 --> 00:05:43,904 to smithereens! 169 00:05:43,988 --> 00:05:45,448 [ Laughs ] 170 00:05:45,531 --> 00:05:47,908 Didn't see that coming, did you, Tennyson? 171 00:05:47,992 --> 00:05:50,327 He's right. I didn't see that coming. 172 00:05:50,411 --> 00:05:52,955 Oh, no! The fish rebellion has begun! 173 00:05:53,039 --> 00:05:54,248 I regret nothing! 174 00:05:54,331 --> 00:05:56,792 [ Steam engines whir ] 175 00:05:56,876 --> 00:05:59,587 [ Maniacal laughter ] [ Groans ] 176 00:05:59,670 --> 00:06:01,964 [ Retches ] 177 00:06:02,048 --> 00:06:03,382 Gadzooks! 178 00:06:03,466 --> 00:06:05,926 Did you just relieve your lunch on my Clocktopus?! 179 00:06:06,010 --> 00:06:07,720 You disgusting brat! 180 00:06:07,803 --> 00:06:09,180 [ Groans ] Ben! 181 00:06:09,263 --> 00:06:11,766 [ Groans ] I'm too sick to be a hero. 182 00:06:11,849 --> 00:06:13,059 Can't concentrate. 183 00:06:13,142 --> 00:06:15,019 I know it's really hard to concentrate 184 00:06:15,102 --> 00:06:16,729 when you're not feeling your best. 185 00:06:16,812 --> 00:06:17,938 But like Gwen told you, 186 00:06:18,022 --> 00:06:19,440 you have to tune out the little stuff 187 00:06:19,523 --> 00:06:21,275 and focus on the big picture. 188 00:06:21,358 --> 00:06:23,527 You mean like look to the horizon? 189 00:06:23,611 --> 00:06:24,695 Uh, hmm. 190 00:06:24,779 --> 00:06:27,365 I-I confused myself a little. Eh, do I? 191 00:06:27,448 --> 00:06:28,783 Yes! [ Ding! ] 192 00:06:28,866 --> 00:06:31,535 Okay, here goes. 193 00:06:31,619 --> 00:06:35,331 [ Groaning ] 194 00:06:37,583 --> 00:06:38,793 Hmm. 195 00:06:38,876 --> 00:06:40,628 How do you feel? 196 00:06:40,711 --> 00:06:42,004 You know what? 197 00:06:42,088 --> 00:06:43,422 I do feel better. 198 00:06:43,506 --> 00:06:45,758 Ready to kick some butt! 199 00:06:46,634 --> 00:06:49,720 ♪♪ 200 00:06:59,647 --> 00:07:00,606 [ Ding! ] 201 00:07:00,689 --> 00:07:03,984 ♪♪ 202 00:07:04,068 --> 00:07:06,153 Huh? 203 00:07:08,030 --> 00:07:09,532 Whoa, yeah! 204 00:07:09,615 --> 00:07:10,783 Whoo! 205 00:07:10,866 --> 00:07:13,202 That's what I call firepower! 206 00:07:13,285 --> 00:07:15,412 I am -- [Retches] 207 00:07:15,496 --> 00:07:16,914 [ Gags ] 208 00:07:16,997 --> 00:07:18,457 Ohh! 209 00:07:18,541 --> 00:07:20,000 Oh, boy! 210 00:07:20,084 --> 00:07:21,544 Okay, focus. 211 00:07:21,627 --> 00:07:23,045 Take out Steam Smythe, 212 00:07:23,129 --> 00:07:25,381 then take out his robo-piranhas! 213 00:07:25,464 --> 00:07:27,550 Eyes on the horizon! 214 00:07:28,134 --> 00:07:30,010 What do you think you're doing?! 215 00:07:30,094 --> 00:07:31,011 Whoa! 216 00:07:31,095 --> 00:07:33,055 I think I'm about to... 217 00:07:33,139 --> 00:07:34,557 [ Retches ] 218 00:07:34,640 --> 00:07:35,641 [ Groans ] 219 00:07:35,724 --> 00:07:37,810 Big picture! 220 00:07:38,435 --> 00:07:39,353 [ Retches ] 221 00:07:39,435 --> 00:07:40,938 [ Groans ] 222 00:07:41,021 --> 00:07:42,523 Whoa! 223 00:07:42,606 --> 00:07:45,693 [ Grunting ] 224 00:07:48,404 --> 00:07:49,530 Ha! Steam Smythe: [ Maniacal laughter ] 225 00:07:49,613 --> 00:07:51,699 Huh? [ Laughter continues ] 226 00:07:52,116 --> 00:07:54,201 [ Grunts ] Whoa! 227 00:07:54,702 --> 00:07:55,661 Ohh! 228 00:07:55,744 --> 00:07:57,496 Ohh, man. 229 00:07:57,580 --> 00:07:59,915 My stomach's on fire. 230 00:07:59,999 --> 00:08:01,625 Steam Smythe: Foolish fire fiend! 231 00:08:01,709 --> 00:08:05,296 Like the magnificent Manby, this craft feeds on fire! 232 00:08:05,379 --> 00:08:08,257 You can't defeat me in your pathetic state! 233 00:08:08,340 --> 00:08:10,759 And, soon, my steam-powered piranhas 234 00:08:10,843 --> 00:08:13,262 will consume this modern monstrosity, 235 00:08:13,345 --> 00:08:16,932 leaving the S.S. Manby to rule the waters once more! 236 00:08:17,016 --> 00:08:18,309 [ Groans ] 237 00:08:18,392 --> 00:08:20,519 Okay, I can't beat him with a direct attack. 238 00:08:20,603 --> 00:08:22,605 And I can't -- [ Retches ] 239 00:08:22,688 --> 00:08:25,357 ...focus on just him without getting sick! 240 00:08:25,441 --> 00:08:26,567 Horizon! 241 00:08:26,650 --> 00:08:28,694 Gotta look to the horizon. 242 00:08:28,777 --> 00:08:30,404 Wait. 243 00:08:30,487 --> 00:08:33,907 The Manby, piranhas, fire, 244 00:08:33,991 --> 00:08:35,159 alien hurl! 245 00:08:35,242 --> 00:08:36,410 That's it! 246 00:08:36,493 --> 00:08:38,996 I can use Steam Smythe's hyper-focus against him! 247 00:08:39,580 --> 00:08:41,080 Enough dilly-dally! 248 00:08:41,165 --> 00:08:43,626 You don't know when to quit, do you?! 249 00:08:43,709 --> 00:08:45,961 Ben: Nope! 250 00:08:46,045 --> 00:08:48,130 Ben, where are you going?! 251 00:08:48,214 --> 00:08:50,257 Steam Smythe is that way! Eep! 252 00:08:50,341 --> 00:08:52,843 Looks like your hero abandoned ship. 253 00:08:52,927 --> 00:08:54,386 [ Laughs ] 254 00:08:54,470 --> 00:08:56,180 Oh, man. 255 00:08:56,263 --> 00:08:59,516 I've never felt better about feeling so bad! 256 00:09:00,476 --> 00:09:04,605 Whoa, whoa, whoa, whoa! 257 00:09:07,191 --> 00:09:09,276 [ Groaning ] 258 00:09:10,945 --> 00:09:13,030 [ Retching ] 259 00:09:18,494 --> 00:09:20,746 Whoa! 260 00:09:20,829 --> 00:09:24,500 Man: The Manby sails again! [ Cheering ] 261 00:09:26,752 --> 00:09:28,254 What is he doing? 262 00:09:28,337 --> 00:09:29,463 Whoa! 263 00:09:29,546 --> 00:09:31,131 Steam Smythe: You're fish food! 264 00:09:31,215 --> 00:09:33,550 You and these infernal solar panels, 265 00:09:33,634 --> 00:09:35,886 these wretched electric turbines! 266 00:09:35,970 --> 00:09:38,180 My piranhas will devour it all! 267 00:09:38,264 --> 00:09:41,976 And the Manby shall rule this bay once more! 268 00:09:42,059 --> 00:09:44,018 [ Steam horn blows ] 269 00:09:44,103 --> 00:09:45,354 ♪♪ 270 00:09:45,437 --> 00:09:46,480 My Manby! 271 00:09:46,564 --> 00:09:48,857 How dare you put her in harm's way! 272 00:09:48,941 --> 00:09:50,359 No, stop! 273 00:09:50,442 --> 00:09:51,569 No! Don't eat me! 274 00:09:51,652 --> 00:09:53,529 No! Stay back! 275 00:09:53,612 --> 00:09:55,197 Listen to daddy! 276 00:09:55,281 --> 00:09:57,157 [ Screams ] 277 00:09:57,241 --> 00:09:58,534 Unhand me, brute! 278 00:09:58,617 --> 00:09:59,618 Sorry, Smythe. 279 00:09:59,702 --> 00:10:01,620 Looks like you're all washed up. 280 00:10:01,704 --> 00:10:03,205 No! Wait, wait, wait, wait, wait! 281 00:10:03,289 --> 00:10:05,457 Hey, hope you like seafood! 282 00:10:05,541 --> 00:10:06,500 [ Retches ] 283 00:10:06,583 --> 00:10:07,501 Hang on, hang on! 284 00:10:07,584 --> 00:10:08,794 I got a better one! 285 00:10:08,877 --> 00:10:11,380 Guess your ship has sailed! 286 00:10:11,463 --> 00:10:15,884 [ Retching ] 287 00:10:16,635 --> 00:10:20,264 [ Electricity zapping ] 288 00:10:22,850 --> 00:10:24,226 All right, buddy, bad news is, 289 00:10:24,310 --> 00:10:25,686 it's off to jail with you. 290 00:10:25,769 --> 00:10:28,063 Good news is, it's the most modern prison 291 00:10:28,147 --> 00:10:29,690 in the country. 292 00:10:29,773 --> 00:10:32,026 No! [ Siren wails ] 293 00:10:32,109 --> 00:10:34,236 I'll write you everyday, Mr. Smythe! 294 00:10:34,320 --> 00:10:36,822 Max: Looks like you finally conquered your seasickness, Ben! 295 00:10:36,905 --> 00:10:37,823 Good job! 296 00:10:37,906 --> 00:10:39,450 Uh, I hate to admit it, 297 00:10:39,533 --> 00:10:41,160 but Gwen's "look to the horizon" thing 298 00:10:41,243 --> 00:10:42,286 really worked! 299 00:10:42,369 --> 00:10:44,330 Literally and metaphorically! 300 00:10:44,413 --> 00:10:47,333 Sorry about sinking the Manby, Grandpa. 301 00:10:47,416 --> 00:10:48,667 Ah, it's all right, Ben. 302 00:10:48,751 --> 00:10:50,044 The Manby may be gone, 303 00:10:50,127 --> 00:10:52,880 but my precious memories are still swirling. 304 00:10:52,963 --> 00:10:54,965 [ Groans ] 305 00:10:55,049 --> 00:10:56,008 Uh-oh. 306 00:10:56,091 --> 00:10:58,177 And -- and so is that chili. 307 00:10:58,260 --> 00:10:59,511 Gwen: The horizon, Grandpa. 308 00:10:59,595 --> 00:11:01,680 Look at the horizon! 309 00:11:03,223 --> 00:11:06,393 [ Theme music plays ] 310 00:11:14,902 --> 00:11:16,987 [ Groaning ]