1
00:00:01,729 --> 00:00:06,901
♪♪

2
00:00:06,984 --> 00:00:10,113
♪ Ben 10 ♪

3
00:00:10,196 --> 00:00:11,364
♪ Ben 10 ♪

4
00:00:11,447 --> 00:00:14,033
♪ Ben 10 ♪

5
00:00:14,117 --> 00:00:16,828
♪ Ben 10 ♪

6
00:00:16,911 --> 00:00:20,289
♪ Ben 10 ♪

7
00:00:22,417 --> 00:00:29,090
♪♪

8
00:00:29,173 --> 00:00:31,509
How cool is it that Grandpa let
us get ice-cream

9
00:00:31,592 --> 00:00:33,219
this early in the morning?

10
00:00:33,302 --> 00:00:35,179
Boy, Biggie Gas
is popular today.

11
00:00:35,263 --> 00:00:36,681
We've been here for an hour.

12
00:00:36,764 --> 00:00:39,434
Mwah.
Go get ice-cream!

13
00:00:39,517 --> 00:00:42,103
He just can't resist
our charms, I guess.

14
00:00:42,186 --> 00:00:46,107
Hey. Aren't you that alien kid
who saved Adrenaland?

15
00:00:46,190 --> 00:00:49,569
That's me, kid.
Autograph line forms here.

16
00:00:49,652 --> 00:00:54,198
Sorry. He just had to say thank
you and, oh, are you also a fan?

17
00:00:54,282 --> 00:00:57,493
Oh, no. I actually help
saved the park, too.

18
00:00:57,577 --> 00:01:00,329
Oh, wow. Which alien
did you turn into?

19
00:01:00,413 --> 00:01:02,415
No, I... uh...

20
00:01:02,498 --> 00:01:04,583
Okay, thanks. We have to go.

21
00:01:04,666 --> 00:01:07,587
Thanks again, Mr. Hero
and, uh, friend.

22
00:01:07,670 --> 00:01:11,007
So cool my greatness
is being recognized.

23
00:01:11,090 --> 00:01:13,468
What's wrong?
Nothing, it's just,

24
00:01:13,551 --> 00:01:16,179
you've got that watch
that lets you do anything.

25
00:01:16,261 --> 00:01:18,222
I'm just normal.

26
00:01:18,306 --> 00:01:20,016
What can I do?
Are you kidding?

27
00:01:20,099 --> 00:01:21,726
You're the brains
of the operation.

28
00:01:21,809 --> 00:01:23,227
You know when to
duck and look out

29
00:01:23,311 --> 00:01:25,313
and where to find
the really good ice-cream.

30
00:01:25,396 --> 00:01:27,482
[ Groans ]

31
00:01:31,235 --> 00:01:34,322
Maybe I can find
something to cheer me up.

32
00:01:34,404 --> 00:01:37,033
Gwen Tennyson.
Huh?

33
00:01:42,163 --> 00:01:44,499
Everybody, run!

34
00:01:44,582 --> 00:01:47,126
[ Roaring, shoppers screaming ]

35
00:01:51,463 --> 00:01:53,883
[ Screaming ]

36
00:01:53,966 --> 00:01:55,802
Ben must have gotten
someone mad again.

37
00:01:55,885 --> 00:01:56,803
Huh?

38
00:01:56,886 --> 00:02:04,018
♪♪

39
00:02:04,101 --> 00:02:11,109
♪♪

40
00:02:11,192 --> 00:02:12,485
Don't worry, everyone.

41
00:02:12,568 --> 00:02:15,071
Your world-famous
alien hero is here.

42
00:02:15,154 --> 00:02:18,032
Going a little overboard on
the ice-cream, aren't we, Gwen?

43
00:02:18,115 --> 00:02:22,245
Hey, ice-creamer, prepare to get
the licking of a lifetime.

44
00:02:26,916 --> 00:02:29,585
Guess it didn't like that.

45
00:02:29,669 --> 00:02:31,212
Where did you even
find this guy?

46
00:02:31,295 --> 00:02:33,548
Me? You mean he's not
one of your mistakes?

47
00:02:33,631 --> 00:02:35,800
Ah!

48
00:02:35,883 --> 00:02:39,720
I guess you're not
a nice-cream monster.

49
00:02:39,804 --> 00:02:42,431
Man, that was
total hero material.

50
00:02:42,515 --> 00:02:43,975
Gwen, what are you doing?

51
00:02:44,057 --> 00:02:45,643
You better hide.
That thing is tough.

52
00:02:45,726 --> 00:02:47,103
You're in the way.

53
00:02:47,186 --> 00:02:48,855
Step aside.

54
00:02:48,938 --> 00:02:51,941
Uh, who are you?
The name is Charmcaster.

55
00:02:52,024 --> 00:02:54,944
I'm here to get payback
for what you did.

56
00:02:55,027 --> 00:02:56,654
Me? What did I do?

57
00:02:56,737 --> 00:02:58,990
Silence.

58
00:02:59,073 --> 00:03:00,658
Whoa! Hey!
Knock it off!

59
00:03:00,741 --> 00:03:03,661
I wasn't talking to you.
You don't know who I am?

60
00:03:03,744 --> 00:03:05,788
I'm the hottest hero right now.

61
00:03:05,872 --> 00:03:08,124
The name is Ben,
but you can call me...

62
00:03:08,206 --> 00:03:10,668
Oof! Sure. I'll just
chill out over here.

63
00:03:10,751 --> 00:03:13,296
You are distracting me
from my mission.

64
00:03:16,757 --> 00:03:19,385
Ben!
Now that they're out of the way,

65
00:03:19,468 --> 00:03:23,139
we have some unfinished
business to take care of.

66
00:03:23,222 --> 00:03:24,557
What?

67
00:03:24,640 --> 00:03:26,726
Whoa! Whoa!

68
00:03:31,981 --> 00:03:33,441
Hey, ice-for-brains.

69
00:03:33,524 --> 00:03:36,319
Why don't you make
like a banana

70
00:03:36,402 --> 00:03:39,906
and split!

71
00:03:42,074 --> 00:03:44,911
Hmm. I don't see
what the big deal is.

72
00:03:44,994 --> 00:03:46,913
That's because you've
got the wrong person.

73
00:03:46,996 --> 00:03:49,706
My cousin is the superhero.
I'm nobody.

74
00:03:49,790 --> 00:03:53,586
No, you're the one who --
who broke Michael's heart.

75
00:03:53,669 --> 00:03:56,631
I used to be like you,
you know -- weak,

76
00:03:56,714 --> 00:04:00,134
until one day, I found a book
that taught me

77
00:04:00,217 --> 00:04:01,552
how to be powerful.

78
00:04:01,636 --> 00:04:02,929
This gave me
the courage to visit

79
00:04:03,012 --> 00:04:05,097
the set of my favorite
movie series,

80
00:04:05,181 --> 00:04:10,311
"The Unalivers," and I saw
you torturing poor Michael,

81
00:04:10,394 --> 00:04:14,106
and suddenly I had a purpose.

82
00:04:14,190 --> 00:04:16,233
I didn't feel alone anymore.

83
00:04:16,317 --> 00:04:20,613
I won't let you get in our way.

84
00:04:20,696 --> 00:04:22,990
This is for Michael?
Is he controlling you?

85
00:04:23,074 --> 00:04:24,659
Michael doesn't know I'm here.

86
00:04:24,742 --> 00:04:27,119
Oh, I wouldn't be
so sure about that.

87
00:04:27,203 --> 00:04:30,164
Michael? Look,
I've got her for you.

88
00:04:30,247 --> 00:04:32,708
Gwen? Heather,
what are you doing?

89
00:04:32,792 --> 00:04:36,295
What? I'm sinking in.

90
00:04:36,379 --> 00:04:38,130
I thought you'd be happy.

91
00:04:38,214 --> 00:04:40,591
Ah! Gwen's mine.

92
00:04:40,675 --> 00:04:43,135
Make yourself useful.

93
00:04:46,389 --> 00:04:48,766
[ Laughing ]

94
00:04:48,849 --> 00:04:49,976
Gwen!

95
00:04:50,059 --> 00:04:51,602
Hang on. You okay?
I think so.

96
00:04:51,685 --> 00:04:53,646
Morningstar has some kind
of hold on that girl.

97
00:04:53,729 --> 00:04:56,899
Hmm. Seems like the first
beating I gave him didn't take.

98
00:04:56,983 --> 00:04:59,402
Time for round 2.

99
00:04:59,485 --> 00:05:04,782
♪♪

100
00:05:04,865 --> 00:05:10,121
♪♪

101
00:05:10,204 --> 00:05:11,956
All right!

102
00:05:12,039 --> 00:05:14,417
Hey, Morningstar, get ready
for your close-up.

103
00:05:14,500 --> 00:05:17,253
Stay away from him.

104
00:05:17,336 --> 00:05:19,088
Ha-ha, that's right.

105
00:05:19,171 --> 00:05:21,340
You, get back here.

106
00:05:21,424 --> 00:05:22,717
What do you want?

107
00:05:22,800 --> 00:05:24,427
You used to be one
of my biggest fans,

108
00:05:24,510 --> 00:05:27,263
and you turned on me.
I want you back.

109
00:05:27,346 --> 00:05:30,433
I was a fan of
Sebastian Belmontes,

110
00:05:30,516 --> 00:05:32,101
not Michael Morningstar.

111
00:05:32,184 --> 00:05:34,812
You're nothing like that.
You're a monster.

112
00:05:34,895 --> 00:05:38,024
A monster? Ah!

113
00:05:38,107 --> 00:05:40,985
I will make you adore me.

114
00:05:41,068 --> 00:05:44,238
Ah! Why are you with that jerk?

115
00:05:44,321 --> 00:05:46,574
How dare you
call him a jerk.

116
00:05:46,657 --> 00:05:48,868
Ah? Whoa!

117
00:05:51,286 --> 00:05:53,372
Is this all you got?

118
00:05:55,583 --> 00:05:57,752
I haven't even broken a sweat.

119
00:05:57,835 --> 00:06:00,212
Uh-oh.

120
00:06:00,296 --> 00:06:02,631
How do you keep resisting me?

121
00:06:02,715 --> 00:06:04,925
Why does it matter?
You already have someone

122
00:06:05,009 --> 00:06:06,385
that thinks the world of you.

123
00:06:06,469 --> 00:06:07,970
Who, Heather?

124
00:06:08,054 --> 00:06:11,015
She's a fangirl like
all the other losers.

125
00:06:11,098 --> 00:06:15,644
But she loves you.
They all love me. I'm an actor.

126
00:06:15,728 --> 00:06:17,104
I can be whatever they need me

127
00:06:17,188 --> 00:06:19,315
to be to fulfill
their pathetic lives.

128
00:06:19,398 --> 00:06:23,569
But she's nothing more than
a glorified battery to me.

129
00:06:29,158 --> 00:06:33,120
Right back at you!

130
00:06:33,204 --> 00:06:34,580
Are you going to fight,

131
00:06:34,663 --> 00:06:37,500
or are you going to keep
writing in your diary?

132
00:06:37,583 --> 00:06:38,834
Whoa! Hey!

133
00:06:38,918 --> 00:06:40,336
I got something for you:

134
00:06:40,419 --> 00:06:44,507
"Dear diary, today I got
my butt kicked by an alien."

135
00:06:44,590 --> 00:06:48,219
Come on! At least say something.
Huh?

136
00:06:50,179 --> 00:06:52,973
There's nothing left to be said.

137
00:06:53,057 --> 00:06:56,393
Come back!

138
00:06:56,477 --> 00:06:58,145
Why can't I drain you?

139
00:06:58,229 --> 00:07:01,398
Michael, what's the problem.
She's just a nobody.

140
00:07:01,482 --> 00:07:03,609
I didn't even have
to try hard to defeat her.

141
00:07:03,692 --> 00:07:05,528
Why don't you just
end it so we can go?

142
00:07:05,611 --> 00:07:08,197
No. Not until she sees
how great I am.

143
00:07:08,280 --> 00:07:10,407
I need more of your power.

144
00:07:10,491 --> 00:07:12,827
Ah!

145
00:07:15,538 --> 00:07:19,291
Quit it. You're not just
a fake, you're a bully.

146
00:07:19,375 --> 00:07:21,085
Why are you standing up for me?

147
00:07:21,168 --> 00:07:22,378
I'm your enemy.

148
00:07:22,461 --> 00:07:24,255
Because it's the right
thing to do,

149
00:07:24,338 --> 00:07:26,257
and deep down,
I think you know that

150
00:07:26,340 --> 00:07:27,466
Morningstar is a chump.

151
00:07:27,550 --> 00:07:28,843
He's just using you,

152
00:07:28,926 --> 00:07:31,387
so dump him.
Using me?

153
00:07:31,470 --> 00:07:34,682
You're going to listen
to her, our arch-nemesis?

154
00:07:34,765 --> 00:07:38,269
Don't forget, I'm the only one
who cares about you.

155
00:07:38,352 --> 00:07:40,146
He's lying!
Really?

156
00:07:40,229 --> 00:07:43,732
I'm starting to think
you guys don't want me around.

157
00:07:45,609 --> 00:07:49,405
Ah!
Michael!

158
00:07:49,488 --> 00:07:51,240
You pest.
Me?

159
00:07:51,323 --> 00:07:52,575
Don't hurt him!

160
00:07:52,658 --> 00:07:54,535
Whoa!

161
00:07:54,618 --> 00:07:57,163
Ben!
Are you all right.

162
00:07:57,246 --> 00:07:59,540
We should go. Things are getting
out of control.

163
00:07:59,623 --> 00:08:03,043
No! You started this,
but I'm not going anywhere

164
00:08:03,127 --> 00:08:05,671
until she worships
the ground I walk on.

165
00:08:05,754 --> 00:08:08,966
So quit your whining
and give me your energy.

166
00:08:09,049 --> 00:08:11,969
I'm sorry.
I just wanted to help.

167
00:08:12,052 --> 00:08:13,679
Here.

168
00:08:13,762 --> 00:08:16,098
I'm getting deja vu,
only this time,

169
00:08:16,182 --> 00:08:17,600
I don't know we're
supposed to convince her

170
00:08:17,683 --> 00:08:20,227
that Morningstar is a loser.
She's obsessed with him.

171
00:08:20,310 --> 00:08:22,730
He's manipulating her
and she can't see it.

172
00:08:22,813 --> 00:08:25,566
If she won't believe us, maybe
she needs to hear it from him.

173
00:08:25,649 --> 00:08:27,318
If you can distract him
from what I'm doing,

174
00:08:27,401 --> 00:08:29,945
I think I can show her
how bad Morningstar is.

175
00:08:30,029 --> 00:08:31,864
Okay. What are you going to do?

176
00:08:31,947 --> 00:08:33,991
No time. Just hold him off.

177
00:08:34,074 --> 00:08:36,160
Ha. She's definitely the hero.

178
00:08:36,243 --> 00:08:40,705
[ Morningstar laughing ]
Now this is more like it.

179
00:08:40,789 --> 00:08:43,291
Wait, where did he go?
Looking for me?

180
00:08:43,375 --> 00:08:45,377
Yeah. My fists
were getting cold.

181
00:08:45,461 --> 00:08:47,713
Time to warm them up.

182
00:08:47,796 --> 00:08:50,132
I'm afraid not.

183
00:08:53,844 --> 00:08:54,845
Ha!

184
00:08:54,929 --> 00:08:56,680
Ah! Whoa!

185
00:08:56,764 --> 00:08:59,225
Ha-ah!
More power, Heather.

186
00:08:59,308 --> 00:09:01,352
I -- I'm trying.

187
00:09:01,435 --> 00:09:02,811
Try harder.

188
00:09:02,895 --> 00:09:05,814
[ Laughing ]

189
00:09:05,898 --> 00:09:08,526
Stop it, Morningstar.
Leave her alone!

190
00:09:08,609 --> 00:09:10,069
What are you talking about?

191
00:09:10,152 --> 00:09:12,529
She loves this.

192
00:09:12,613 --> 00:09:15,032
Got it! He's been lying to you.

193
00:09:15,115 --> 00:09:17,618
This is the real
Michael Morningstar.

194
00:09:17,701 --> 00:09:20,037
Who, Heather?
She's a fangirl

195
00:09:20,120 --> 00:09:22,081
like all the others losers.

196
00:09:22,164 --> 00:09:25,292
They all love me.
I'm an actor.

197
00:09:25,376 --> 00:09:27,294
I can be whatever they need me
to be

198
00:09:27,378 --> 00:09:29,088
to fulfill
their pathetic lives.

199
00:09:29,171 --> 00:09:32,967
But she's nothing more than
a glorified battery to me.

200
00:09:33,050 --> 00:09:34,802
Heather, come on?

201
00:09:34,885 --> 00:09:36,720
Are you really going
to believe this?

202
00:09:36,804 --> 00:09:38,430
They're just trying
to trick you.

203
00:09:38,514 --> 00:09:41,684
The name is Charmcaster!

204
00:09:41,767 --> 00:09:46,105
Just calm down.
Don't tell me to calm down.

205
00:09:46,689 --> 00:09:48,190
I think we're winning.

206
00:09:48,274 --> 00:09:51,610
Wait. So she only has a problem
with you, right?

207
00:09:51,694 --> 00:09:54,697
Ben.
They were right.

208
00:09:54,780 --> 00:09:58,200
You were just using me
this whole time.

209
00:09:58,284 --> 00:10:00,536
How could you do this?!

210
00:10:00,619 --> 00:10:03,122
You're going to listen
to them, our enemies?

211
00:10:03,205 --> 00:10:05,124
I did everything for you.

212
00:10:05,207 --> 00:10:09,461
All I ever wanted
was us to be together!

213
00:10:09,545 --> 00:10:10,587
Ah! Whoa!

214
00:10:10,671 --> 00:10:15,134
Ah! Let me out of here!

215
00:10:15,217 --> 00:10:16,468
Help!

216
00:10:16,552 --> 00:10:18,679
Now we'll never be apart.

217
00:10:18,762 --> 00:10:23,434
Whoa.
You might have saved me today,

218
00:10:23,517 --> 00:10:27,354
but this does not make us
friends, Gwen Tennyson.

219
00:10:27,438 --> 00:10:31,275
All you did was make me realize
I don't need anyone.

220
00:10:31,358 --> 00:10:34,695
You better hope our paths
don't cross again.

221
00:10:38,574 --> 00:10:42,494
And then I said, "Why don't you
make like a banana and split!"

222
00:10:42,578 --> 00:10:44,872
Well, it's a good thing you had
Gwen there to help you out.

223
00:10:44,955 --> 00:10:49,293
Help out? She's like
a full-fledged hero now.

224
00:10:49,376 --> 00:10:50,627
Huh?
Yeah.

225
00:10:50,711 --> 00:10:53,380
How does it feel to have
your very own arch-enemy?

226
00:10:53,464 --> 00:10:57,676
I have an arch-enemy?
I have an arch-enemy!

227
00:10:57,760 --> 00:10:59,762
Woo-hoo!
Oh...

228
00:10:59,845 --> 00:11:01,930
Uh-oh. Oh.

229
00:11:02,931 --> 00:11:08,812
♪♪

230
00:11:08,896 --> 00:11:14,818
♪♪

231
00:11:14,902 --> 00:11:16,987
[ Kissing ]