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
00:00:21,874 --> 00:00:24,127
♪♪

11
00:00:33,553 --> 00:00:35,847
After all these years...

12
00:00:35,930 --> 00:00:37,640
there you are.

13
00:00:37,724 --> 00:00:40,560
Grandpa, what was wrong
with that place?!

14
00:00:40,643 --> 00:00:41,769
I'm starving!

15
00:00:41,853 --> 00:00:43,521
What's so special
about where we're going?!

16
00:00:43,604 --> 00:00:46,232
Ah, trust me -- this place
is worth the wait.

17
00:00:46,315 --> 00:00:49,360
Ha, ha!
And here we are!

18
00:00:49,444 --> 00:00:50,528
This place looks nice.

19
00:00:50,611 --> 00:00:52,196
Oh, no,
we're not eating here.

20
00:00:52,280 --> 00:00:54,365
We're going down there.

21
00:00:54,449 --> 00:00:56,993
[ Humming upbeat tune ]

22
00:00:57,076 --> 00:00:58,995
No way am I going
down there!

23
00:00:59,078 --> 00:01:00,705
It's this or eat
whatever's growing

24
00:01:00,788 --> 00:01:02,415
in your corner
of the Rustbucket!

25
00:01:02,498 --> 00:01:03,666
Rude!

26
00:01:03,750 --> 00:01:05,626
You sure this is
a restaurant, Grandpa?

27
00:01:05,710 --> 00:01:07,545
I thought I saw a cat
with a tattoo.

28
00:01:07,628 --> 00:01:08,588
I think it was a rat!

29
00:01:08,671 --> 00:01:10,882
We're at the right place!

30
00:01:10,965 --> 00:01:12,300
Password?

31
00:01:12,383 --> 00:01:14,135
Avocado.

32
00:01:14,218 --> 00:01:16,971
[ Door creaks ]

33
00:01:17,054 --> 00:01:19,307
What do ya know --
it's a burger joint.

34
00:01:19,390 --> 00:01:22,226
[ Sniffs ]
And it smells delicious!

35
00:01:22,310 --> 00:01:24,771
Welcome to
Bistro Incognito!

36
00:01:24,854 --> 00:01:26,189
This place is so exclusive,

37
00:01:26,272 --> 00:01:28,023
I had to make reservations
eight months ago!

38
00:01:28,107 --> 00:01:30,651
Oh, excuse me, ah,
three menus please!

39
00:01:30,735 --> 00:01:33,237
We don't do menus.

40
00:01:33,321 --> 00:01:35,364
-Ugh, you guys?!
-Ugh, you guys?!

41
00:01:35,448 --> 00:01:37,992
Your menu is etched
into the counter top.

42
00:01:38,075 --> 00:01:39,243
Gwen:
They're hieroglyphs!

43
00:01:39,326 --> 00:01:41,412
How are we supposed
to read that?!

44
00:01:42,288 --> 00:01:44,457
We have kids menus
with pictures.

45
00:01:44,540 --> 00:01:46,793
Ooh, pictures!
Ooh, pictures! Ooh, pictures!

46
00:01:46,876 --> 00:01:50,129
Mmm, too meaty. Too veggie.
Too slimy.

47
00:01:50,213 --> 00:01:52,088
[ Gasps ] Oh, my gosh!

48
00:01:52,173 --> 00:01:54,675
They have a deep-fried
chocolate cheeseburger

49
00:01:54,759 --> 00:01:56,803
rolled in rock candy!
[ Angelic choir sings ]

50
00:01:56,886 --> 00:01:59,931
Uh, will that be with
or without sprinkles?

51
00:02:00,014 --> 00:02:02,517
With, please!

52
00:02:03,309 --> 00:02:04,060
[ Ding! ]

53
00:02:04,143 --> 00:02:05,228
All right!

54
00:02:05,311 --> 00:02:07,480
I've got a squid
and squash burger.

55
00:02:07,563 --> 00:02:09,272
A tomato and turnip
baguette.

56
00:02:09,356 --> 00:02:12,485
And, lastly, a deep-fried,
chocolate and cheeseburger,

57
00:02:12,568 --> 00:02:14,862
rolled in rock candy
with sprinkles.

58
00:02:14,946 --> 00:02:17,698
I've never seen anything
more beautiful.

59
00:02:17,782 --> 00:02:20,409
Do not attempt to eat this
without proper utensils.

60
00:02:21,202 --> 00:02:24,789
If you need anything else,
I'm busy!

61
00:02:26,456 --> 00:02:27,208
[ Munching ]

62
00:02:27,291 --> 00:02:28,960
Oh. [ Chuckles ]

63
00:02:29,043 --> 00:02:31,796
[ Chuckling ] Mmm!
Mmm!

64
00:02:31,879 --> 00:02:32,713
Eh.

65
00:02:32,797 --> 00:02:33,714
[ Clang! Clang! ]

66
00:02:33,798 --> 00:02:35,967
[ Heavenly music plays ]

67
00:02:36,717 --> 00:02:38,845
[ Clang! ]

68
00:02:38,928 --> 00:02:44,976
Aaaaaaaaaaaaaaaah!

69
00:02:45,059 --> 00:02:46,143
What's the matter?!

70
00:02:46,227 --> 00:02:47,395
[ Muffled grunting ]

71
00:02:47,478 --> 00:02:48,855
Let me take a look.

72
00:02:48,938 --> 00:02:52,233
[ Gags ] Yeah, um --
that looks bad.

73
00:02:52,316 --> 00:02:53,693
Mother of all cavities,
bad.

74
00:02:53,776 --> 00:02:54,861
Cavity?!

75
00:02:54,944 --> 00:02:56,696
You do hit the sweets
pretty hard, Ben.

76
00:02:56,779 --> 00:02:58,281
It must have caught up
with you.

77
00:02:58,364 --> 00:03:00,366
Me? Nuh-uh!

78
00:03:00,449 --> 00:03:01,868
[ Crying ]

79
00:03:01,951 --> 00:03:04,036
[ Crying ]

80
00:03:06,581 --> 00:03:08,916
It's not that bad, really.

81
00:03:09,000 --> 00:03:12,044
I think I can...manage.

82
00:03:12,128 --> 00:03:13,546
[ Whimpering ]

83
00:03:13,629 --> 00:03:15,965
As much as I enjoy
your screams of anguish,

84
00:03:16,048 --> 00:03:18,050
it's making the customers
uncomfortable.

85
00:03:18,134 --> 00:03:21,637
Please see the dentist
next door.

86
00:03:21,721 --> 00:03:23,222
[ Lisping ]
This is weird.

87
00:03:23,306 --> 00:03:26,100
Huh. The reviews for this place
are actually pretty positive.

88
00:03:26,182 --> 00:03:28,519
"I thought I'd never
eat candy again,

89
00:03:28,603 --> 00:03:31,856
but this dentist fixed
my teeth like it was magic."

90
00:03:31,939 --> 00:03:33,441
[ Groans ]

91
00:03:33,524 --> 00:03:35,735
Whoa! I'm just about
to close.

92
00:03:35,818 --> 00:03:38,154
Fix tooth pweeth!

93
00:03:38,237 --> 00:03:40,323
Well, let's see what
we've got here.

94
00:03:41,032 --> 00:03:42,116
[ Gags ]

95
00:03:42,199 --> 00:03:43,533
[ Chuckles ]
Only kidding!

96
00:03:43,618 --> 00:03:45,202
Come on back, and we'll
get you strapped into

97
00:03:45,286 --> 00:03:46,078
the old torture device!

98
00:03:46,162 --> 00:03:46,954
Still kidding!

99
00:03:47,038 --> 00:03:48,831
Weird.

100
00:03:48,915 --> 00:03:52,460
Really weird! Ow!

101
00:03:52,543 --> 00:03:56,505
Whoa, cool! Why does
a dentist have all this stuff?!

102
00:03:56,589 --> 00:03:58,633
Huh. I think he's
an adventurer.

103
00:03:58,716 --> 00:04:01,385
Whoa, cool!

104
00:04:01,469 --> 00:04:03,679
All righty,
here comes Mr. Pointy.

105
00:04:03,763 --> 00:04:05,264
Oh, not a fan
of Mr. Pointy?

106
00:04:05,348 --> 00:04:08,017
I'll tell you what, focus
on that crystal up there,

107
00:04:08,100 --> 00:04:11,270
and it'll take your mind
right off it.

108
00:04:11,354 --> 00:04:14,482
[ Gasps ]
It's beautiful!

109
00:04:14,565 --> 00:04:16,525
Oh, yeah, and I think
I inherited that one

110
00:04:16,608 --> 00:04:17,776
from my grandpa.

111
00:04:17,860 --> 00:04:19,194
Or maybe I found it
when I went spelunking

112
00:04:19,278 --> 00:04:20,613
in the lava caves
of Iceland.

113
00:04:20,696 --> 00:04:22,907
All I know is it works
like a charm every time.

114
00:04:22,990 --> 00:04:25,743
Now open wide!

115
00:04:27,870 --> 00:04:30,081
Aw, how ya been, Ben?!

116
00:04:30,164 --> 00:04:32,708
[ Normal voice ] Cybearg!
It's so great to see you.

117
00:04:32,792 --> 00:04:34,168
Let's go blow stuff up!

118
00:04:34,252 --> 00:04:35,461
You betcha, Ben!

119
00:04:35,544 --> 00:04:38,130
But not before we have
some breakfast!

120
00:04:38,214 --> 00:04:40,049
Paw-waffles! Eep!

121
00:04:40,132 --> 00:04:41,592
[ Drill whirring ]
[ Slurping ]

122
00:04:41,676 --> 00:04:44,178
[ Lisping ] Waffles!

123
00:04:47,682 --> 00:04:50,017
Um, hi.
Do you have an appointment?

124
00:04:50,101 --> 00:04:52,228
Only with destiny,
simpleton.

125
00:04:52,310 --> 00:04:54,397
The crystal is no trinket.

126
00:04:55,648 --> 00:04:57,149
What the Hex?!

127
00:04:57,233 --> 00:04:58,150
[ Gasps ]

128
00:04:58,234 --> 00:05:00,069
[ Grunts ]

129
00:05:00,152 --> 00:05:01,278
Good choice!

130
00:05:01,362 --> 00:05:03,239
All right, Hexxy,
you know the routine!

131
00:05:03,322 --> 00:05:07,159
You do something bad, I knock
ya around a bit, you go bye-bye!

132
00:05:07,243 --> 00:05:09,328
Not this time.

133
00:05:10,162 --> 00:05:12,164
Meddling fool!

134
00:05:12,248 --> 00:05:14,333
[ Both grunting ]

135
00:05:14,667 --> 00:05:16,419
Ow! [ Groans ]

136
00:05:16,502 --> 00:05:19,130
Aliens get toothaches,
too?!

137
00:05:19,213 --> 00:05:21,590
Man!

138
00:05:21,674 --> 00:05:25,261
Behold, the true power
of the crystal!

139
00:05:25,344 --> 00:05:28,347
Rachtoo verus noz araga

140
00:05:28,431 --> 00:05:29,890
hopi kamee noh!

141
00:05:29,974 --> 00:05:34,312
I hope you enjoy wrestling
with your deepest fears!

142
00:05:34,979 --> 00:05:37,064
[ Grunts ]

143
00:05:37,690 --> 00:05:38,441
[ Grunts ]

144
00:05:38,524 --> 00:05:39,692
[ Laughs ]

145
00:05:39,775 --> 00:05:41,861
Too late.

146
00:05:46,574 --> 00:05:48,951
[ Sighs ] I've never
been able to solve these.

147
00:05:49,035 --> 00:05:50,161
[ Chuckles nervously ]
Hi, I need,

148
00:05:50,244 --> 00:05:51,661
uh, some help back here!

149
00:05:51,746 --> 00:05:53,622
Is Ben's cavity
giving you problems?

150
00:05:53,706 --> 00:05:56,709
It's more of a problem with
his inter-dimensional portal.

151
00:05:57,877 --> 00:06:00,004
They went in there?!

152
00:06:00,087 --> 00:06:02,423
Whoa, what is this place?
[ Distant thumping ]

153
00:06:02,506 --> 00:06:03,883
[ Hex chuckling ]

154
00:06:03,966 --> 00:06:06,927
You've brought us both into
my realm of nightmares.

155
00:06:07,011 --> 00:06:10,473
Here, I can make your fears
into reality.

156
00:06:10,556 --> 00:06:12,725
And that's only
the beginning!

157
00:06:12,808 --> 00:06:15,144
Vikto anoos seepray!

158
00:06:15,227 --> 00:06:17,563
Ma vu ragnus antoo!

159
00:06:17,646 --> 00:06:19,106
The portal's getting bigger!

160
00:06:19,190 --> 00:06:21,275
[ Grunts ]

161
00:06:22,485 --> 00:06:26,405
My turn.
[ Grunts ]

162
00:06:26,489 --> 00:06:28,115
What's going on?!

163
00:06:28,199 --> 00:06:30,076
Whoa!

164
00:06:30,159 --> 00:06:32,161
I alone rule here.

165
00:06:32,244 --> 00:06:35,706
And, soon, I will expand
this portal of nightmares

166
00:06:35,790 --> 00:06:37,583
until it engulfs the world!

167
00:06:37,666 --> 00:06:39,794
All will cower in fear,

168
00:06:39,877 --> 00:06:42,671
and from their knees,
I shall rule them!

169
00:06:42,755 --> 00:06:47,259
Pity you won't get to see it,
but scream for me anyway!

170
00:06:47,343 --> 00:06:48,260
[ Laughs ]

171
00:06:48,344 --> 00:06:49,970
[ Screaming ]

172
00:06:50,054 --> 00:06:52,264
[ Continues screaming ]

173
00:06:52,348 --> 00:06:55,643
[ Grunting ]

174
00:06:55,726 --> 00:06:57,978
[ Sighs ] Ow, my tooth!

175
00:06:58,062 --> 00:07:00,272
Really?!
Even in nightmare-world?!

176
00:07:00,356 --> 00:07:02,441
[ Creature growling ]

177
00:07:06,946 --> 00:07:10,658
Sure could use XLR8 right now!

178
00:07:10,741 --> 00:07:13,202
[ Grunting ]

179
00:07:14,578 --> 00:07:16,455
[ Gasps ] Algebra?!

180
00:07:16,539 --> 00:07:18,582
I'm definitely in a nightmare!

181
00:07:18,666 --> 00:07:21,669
Woman: Who would like
to come up to the board?

182
00:07:21,752 --> 00:07:22,711
Mrs. Roland?

183
00:07:22,795 --> 00:07:26,340
How about you,
Mr. Tennyson?!

184
00:07:26,423 --> 00:07:28,300
[ Panicked grunting ]

185
00:07:28,384 --> 00:07:30,469
[ Gasps ]

186
00:07:31,512 --> 00:07:34,265
[ Crackling ]

187
00:07:34,348 --> 00:07:38,435
[ Laughing ]
Did somebody break their...

188
00:07:38,519 --> 00:07:40,563
toy?!

189
00:07:40,646 --> 00:07:42,439
[ Groans, grunts ]

190
00:07:42,523 --> 00:07:44,859
[ Panting ]

191
00:07:47,486 --> 00:07:48,612
Aah!

192
00:07:48,696 --> 00:07:50,197
How am I supposed to fight
anything

193
00:07:50,281 --> 00:07:51,740
without the Omnitrix?!

194
00:07:51,824 --> 00:07:53,534
[ Panting ]

195
00:07:53,617 --> 00:07:56,245
Whoa!

196
00:07:58,080 --> 00:07:59,582
[ Grunts ]

197
00:07:59,665 --> 00:08:01,250
[ Grunt echoing ]

198
00:08:01,333 --> 00:08:03,669
[ Groans ]

199
00:08:03,752 --> 00:08:06,589
I can't. I can't do it.

200
00:08:06,672 --> 00:08:09,216
I'm useless without
my powers.

201
00:08:09,300 --> 00:08:11,177
I can't win.

202
00:08:11,260 --> 00:08:13,762
I wouldn't say that, Ben!

203
00:08:13,846 --> 00:08:14,763
Yeah!

204
00:08:14,847 --> 00:08:16,724
Hex has a lousy
imagination.

205
00:08:16,807 --> 00:08:18,809
He can only make up
bad stuff.

206
00:08:18,893 --> 00:08:20,435
You, on the other hand...

207
00:08:20,519 --> 00:08:22,688
Hex: Shala soomna aloov!

208
00:08:22,771 --> 00:08:25,065
Manah manah shanana!

209
00:08:25,149 --> 00:08:26,650
Bola mi toh vee!

210
00:08:26,734 --> 00:08:27,693
Hey, Hexxy,

211
00:08:27,776 --> 00:08:29,862
Cybearg dream battle!

212
00:08:30,821 --> 00:08:32,948
[ Gasps ]
What in nightmare's name?!

213
00:08:33,032 --> 00:08:35,117
[ Grunts ]

214
00:08:37,661 --> 00:08:39,747
[ Grunts ]

215
00:08:42,583 --> 00:08:44,043
-Whoa!
-Whoa!

216
00:08:44,126 --> 00:08:46,587
[ Both grunting ]

217
00:08:46,670 --> 00:08:48,172
Cybearg!

218
00:08:48,255 --> 00:08:50,341
[ Crackling ]

219
00:08:50,841 --> 00:08:52,176
[ Metal clangs ]

220
00:08:52,259 --> 00:08:54,220
♪♪

221
00:08:54,303 --> 00:08:55,471
-Ben!?
-Ben!?

222
00:08:55,554 --> 00:08:56,805
-Can you hear us?!
-Can you hear us?!

223
00:08:56,889 --> 00:08:57,932
Gwen, Grandpa?

224
00:08:58,015 --> 00:09:00,392
Max:
You can find a way out, Ben!

225
00:09:00,476 --> 00:09:03,103
Don't let Hex's old tricks
stop you!

226
00:09:03,187 --> 00:09:05,773
Gwen: Yeah! Kick him
in the nightmares!

227
00:09:05,856 --> 00:09:07,399
Hex's old tricks!

228
00:09:07,483 --> 00:09:08,692
Hex: [ Laughing ]

229
00:09:08,776 --> 00:09:10,069
How touching.

230
00:09:10,152 --> 00:09:12,071
Do you really think
you can escape?

231
00:09:12,154 --> 00:09:15,199
Without your little toy,
you're nothing!

232
00:09:15,282 --> 00:09:16,575
You're wrong, Hex.

233
00:09:16,659 --> 00:09:18,285
You can try to scare me,

234
00:09:18,369 --> 00:09:19,787
but I know you're
just a jerk

235
00:09:19,870 --> 00:09:22,957
who has to steal magical junk
to feel powerful!

236
00:09:23,040 --> 00:09:25,459
No, I don't think so.

237
00:09:25,542 --> 00:09:28,254
Now, if you'll -- huh?

238
00:09:28,337 --> 00:09:31,382
The portal's
changing color!

239
00:09:31,465 --> 00:09:35,052
You lied! You don't have
control over this place, Hex.

240
00:09:35,135 --> 00:09:38,222
It likes my dreams
as much as your nightmares!

241
00:09:38,305 --> 00:09:39,765
That's insipid!

242
00:09:39,848 --> 00:09:41,225
Go back to being scared!

243
00:09:41,308 --> 00:09:44,687
Oh, I'm afraid --
afraid that you're late

244
00:09:44,770 --> 00:09:47,606
for your appointment
with Dr. Cannonbolt!

245
00:09:55,864 --> 00:09:57,950
[ Panting, grunts ]

246
00:09:59,118 --> 00:10:00,327
Whoa!

247
00:10:00,411 --> 00:10:02,371
Mr. Hex, these reports

248
00:10:02,454 --> 00:10:04,123
aren't going to file
themselves!

249
00:10:04,206 --> 00:10:04,957
Yes, sir.

250
00:10:05,040 --> 00:10:06,041
Never met anyone

251
00:10:06,125 --> 00:10:08,252
so useless!

252
00:10:08,335 --> 00:10:11,005
Whoa, I almost feel bad
for the guy.

253
00:10:11,088 --> 00:10:13,090
Gwen: Ben!
You need to get out.

254
00:10:13,173 --> 00:10:15,259
The portal is collapsing!

255
00:10:16,302 --> 00:10:18,262
What do I do with him?

256
00:10:18,345 --> 00:10:21,265
[ Screaming, grunts ]

257
00:10:21,348 --> 00:10:22,850
No thanks for the ride!

258
00:10:22,933 --> 00:10:25,436
[ Grunts ]

259
00:10:25,519 --> 00:10:26,812
Do we go after him?!

260
00:10:26,895 --> 00:10:28,897
No, the portal's closing.

261
00:10:28,981 --> 00:10:30,274
It's time to go home.

262
00:10:30,357 --> 00:10:31,817
Are you ready to jump?!

263
00:10:31,900 --> 00:10:32,985
Good-bye, buddy!

264
00:10:33,068 --> 00:10:35,154
I'll see you in
your dreams, pal!

265
00:10:36,238 --> 00:10:37,948
[ Screams ]

266
00:10:38,032 --> 00:10:40,409
Oh, hey.
Thanks for breaking my fall.

267
00:10:40,492 --> 00:10:43,954
-I'm glad you're safe.
-Ow! Doc?

268
00:10:45,456 --> 00:10:46,707
Oh, so much better.

269
00:10:46,790 --> 00:10:49,501
I'd be sure to brush
twice a day and come back

270
00:10:49,585 --> 00:10:51,795
in six months
for another checkup.

271
00:10:51,879 --> 00:10:54,465
Dark alleys, dentists,
and Hex.

272
00:10:54,548 --> 00:10:56,216
You conquered
a lot of fears today.

273
00:10:56,300 --> 00:11:00,512
Uh-uh, except squids.
Squids are still the worst.

274
00:11:02,765 --> 00:11:05,392
[ Theme music plays ]

275
00:11:14,360 --> 00:11:16,737
How ya been, Ben?!