1 00:00:01,729 --> 00:00:07,026 ♪♪ 2 00:00:07,110 --> 00:00:08,528 ♪ Ben 10 ♪ 3 00:00:08,611 --> 00:00:10,363 ♪♪ 4 00:00:10,446 --> 00:00:11,531 ♪ Ben 10 ♪ 5 00:00:11,614 --> 00:00:13,366 ♪ Ben 10 ♪ 6 00:00:13,449 --> 00:00:15,159 ♪ Ben 10 ♪ 7 00:00:15,243 --> 00:00:17,036 ♪ Ben 10 ♪ 8 00:00:17,120 --> 00:00:20,081 ♪ Ben 10 ♪ 9 00:00:21,958 --> 00:00:24,252 [ Train cars rumbling ] 10 00:00:28,172 --> 00:00:29,632 I didn't realize there were so many trains 11 00:00:29,716 --> 00:00:31,884 that came through the San Francisco station. 12 00:00:31,968 --> 00:00:35,471 Grandpa! This train can get to Los Angeles in under 2 hours. 13 00:00:35,555 --> 00:00:38,015 Wow. That's fast! We'll be back by dinner. 14 00:00:38,099 --> 00:00:41,978 The question is, will we make it with or without your cousin? 15 00:00:42,061 --> 00:00:43,980 [ Laughs ] Sure. I'll sign your dog. 16 00:00:44,063 --> 00:00:47,191 Man: Hey, it's that cool alien kid from the news. 17 00:00:47,275 --> 00:00:49,610 I heard his favorite color is pizza. 18 00:00:49,694 --> 00:00:52,572 Yo, turn into that red guy for us! 19 00:00:52,655 --> 00:00:56,409 That's right. Ben is the name. Becoming 10 aliens is my game. 20 00:00:56,492 --> 00:00:58,745 Who knew I had fans? 21 00:00:58,828 --> 00:01:00,621 Okay. You can stop now. Can I? 22 00:01:00,705 --> 00:01:03,082 I have a responsibility to my fans. 23 00:01:03,166 --> 00:01:04,958 That's questionable. Questionable? 24 00:01:05,041 --> 00:01:07,253 Gwen, these people love me. 25 00:01:07,336 --> 00:01:10,590 What's wrong with basking in the glow of a little hero praise? 26 00:01:10,673 --> 00:01:11,966 They hardly even know you. 27 00:01:12,049 --> 00:01:13,634 Don't let your pride get the best of you. 28 00:01:13,718 --> 00:01:15,261 Pride is everything, Gwen. 29 00:01:15,344 --> 00:01:17,430 That's how you know you're a star. 30 00:01:17,513 --> 00:01:21,100 No need to argue, you two. 31 00:01:21,184 --> 00:01:23,269 Uh, excuse me, sir. 32 00:01:23,352 --> 00:01:25,938 Whoa, Grandpa, that guy just cut. 33 00:01:26,022 --> 00:01:29,150 It's okay, Ben. I'm sure he's just excited. 34 00:01:29,233 --> 00:01:32,945 [ Beep ] 35 00:01:33,029 --> 00:01:34,279 Aww, looks like he needs some help. 36 00:01:34,362 --> 00:01:36,324 Hey, not everyone is as hip as your grandpa. 37 00:01:36,407 --> 00:01:38,242 Uh, excuse me, sir, don't worry. 38 00:01:38,326 --> 00:01:39,786 These machines can be tricky. 39 00:01:39,868 --> 00:01:41,120 I can help you out if you want. 40 00:01:41,204 --> 00:01:43,372 You just got to... 41 00:01:43,456 --> 00:01:44,791 Ah, you're a robot. 42 00:01:44,874 --> 00:01:47,460 Ben. 43 00:01:50,546 --> 00:01:52,380 [ Crowd screaming ] 44 00:01:52,465 --> 00:01:54,592 Those look like Steam Smith's robots. 45 00:01:54,675 --> 00:01:56,719 It's Smythe! I can never remember. 46 00:01:56,803 --> 00:01:58,679 Well, no reason to keep up the facade. 47 00:01:58,763 --> 00:02:01,349 My automatons will make swift work of you! 48 00:02:01,432 --> 00:02:03,142 Oh, you want swift work? 49 00:02:03,226 --> 00:02:05,311 You got it. 50 00:02:09,898 --> 00:02:11,400 These bots aren't going to make 51 00:02:11,484 --> 00:02:14,362 swift work of anything any time soon. 52 00:02:14,445 --> 00:02:16,948 How dare you disparage my beautiful soldiers? 53 00:02:17,031 --> 00:02:19,116 I just call it like I see it. 54 00:02:19,200 --> 00:02:20,785 For a guy so hung up on the past, 55 00:02:20,868 --> 00:02:22,245 you sure can't seem to remember 56 00:02:22,328 --> 00:02:25,164 how good I am at taking these things apart. 57 00:02:25,248 --> 00:02:28,376 Yeah! All right. Go, Ben! 58 00:02:28,459 --> 00:02:29,961 I could use a hand here. 59 00:02:30,044 --> 00:02:31,379 Don't want to hog all the fun. 60 00:02:31,462 --> 00:02:33,381 Go, Team Tennyson! You monster! 61 00:02:33,464 --> 00:02:36,592 Look what you've done to my beautiful clockwork soldiers. 62 00:02:36,676 --> 00:02:41,264 Show some respect for the grandeur of days past! 63 00:02:41,347 --> 00:02:42,765 Oh! 64 00:02:42,849 --> 00:02:44,600 I will not stand to be treated 65 00:02:44,684 --> 00:02:48,688 in such an undignified manner! 66 00:02:48,771 --> 00:02:52,775 Looks like your busted old tin cans lose again. 67 00:02:52,859 --> 00:02:55,987 You should probably go crawl back to your hole. 68 00:02:56,069 --> 00:02:57,947 Crowd: Ooh! 69 00:02:58,030 --> 00:02:59,532 What you need, my boy, 70 00:02:59,615 --> 00:03:02,243 is to be held accountable for this ungentlemanly behavior. 71 00:03:02,326 --> 00:03:06,372 You've forced my hand. 72 00:03:06,455 --> 00:03:08,291 Wait, what? What was that? 73 00:03:08,374 --> 00:03:11,043 Ben, you've been challenged to a duel. 74 00:03:11,127 --> 00:03:13,880 Yes, the wizened old codger is correct. 75 00:03:13,963 --> 00:03:16,090 Rude. But I already beat you. 76 00:03:16,173 --> 00:03:17,842 Well, duels aren't really so much 77 00:03:17,925 --> 00:03:19,802 about practical real-life skill 78 00:03:19,886 --> 00:03:22,138 as they are about pride and bragging rights. 79 00:03:22,221 --> 00:03:26,057 My two favorite things. Or we could just leave. 80 00:03:26,142 --> 00:03:28,185 Ben, I don't know about... 81 00:03:28,269 --> 00:03:31,272 Those bragging rights are as good as mine! 82 00:03:31,355 --> 00:03:33,566 Name your terms then, boy. 83 00:03:33,649 --> 00:03:35,026 If I win, you have to admit 84 00:03:35,109 --> 00:03:36,402 that your steampunk junk 85 00:03:36,485 --> 00:03:38,863 is useless garbage. 86 00:03:38,946 --> 00:03:40,907 Very well, but when I best you, 87 00:03:40,990 --> 00:03:46,245 I call for public humiliation in front of your adoring fans. 88 00:03:46,329 --> 00:03:49,373 Wait, can we do that over? This sounds way worse for me. 89 00:03:49,456 --> 00:03:51,959 It is a fatal blow to a man's pride 90 00:03:52,043 --> 00:03:54,295 to refuse a gentlemanly duel. 91 00:03:54,378 --> 00:03:55,713 This is dumb. Yeah. 92 00:03:55,795 --> 00:03:57,632 You don't need to do -- I accept! 93 00:03:57,715 --> 00:04:00,718 Why do I bother? 94 00:04:00,801 --> 00:04:02,470 What to use? What to use? Ah-ha! 95 00:04:02,553 --> 00:04:03,846 Wait. What? 96 00:04:03,930 --> 00:04:05,723 I believe that, as the slap-ee, 97 00:04:05,806 --> 00:04:07,433 the dueling implement and location 98 00:04:07,516 --> 00:04:09,185 are to be of Ben's choosing. 99 00:04:09,268 --> 00:04:11,562 How do you know so much about dueling, Grandpa? 100 00:04:11,646 --> 00:04:14,899 Oh, this is hardly my first duel rodeo. 101 00:04:14,982 --> 00:04:17,817 Confound it. Thwarted by my own gentlemanly conduct. 102 00:04:17,901 --> 00:04:20,112 This ancient agitator is correct. 103 00:04:20,196 --> 00:04:21,781 You're no spring chicken yourself. 104 00:04:21,864 --> 00:04:23,407 Okay, Ben, it's really important 105 00:04:23,491 --> 00:04:24,951 you think this through carefully. 106 00:04:25,034 --> 00:04:27,119 I think I know just the place. 107 00:04:27,203 --> 00:04:28,412 Okay, Smythe. 108 00:04:28,496 --> 00:04:32,166 How do you feel about Laser Town? 109 00:04:32,249 --> 00:04:33,542 Laser Town?! 110 00:04:33,626 --> 00:04:36,712 Weren't you banned forever last time you went there? 111 00:04:36,796 --> 00:04:38,881 Details aren't my thing. 112 00:04:41,050 --> 00:04:43,970 Oh, hello, my good man. 113 00:04:44,053 --> 00:04:47,640 Ring us us for your finest one-on-one deluxe. 114 00:04:51,894 --> 00:04:55,106 Hmm. What did you say your name was? 115 00:04:55,189 --> 00:04:59,527 Benford Nineyson. 116 00:05:01,570 --> 00:05:05,449 They're all set. Let the battle of the big egos begin, I guess. 117 00:05:05,533 --> 00:05:06,826 Once the alarm goes off, 118 00:05:06,909 --> 00:05:09,245 the first one to 10,000 points wins. 119 00:05:09,328 --> 00:05:11,080 Good luck lasting that long. 120 00:05:11,163 --> 00:05:12,748 Oh, I assure you, boy, 121 00:05:12,832 --> 00:05:17,128 I am every bit as much a finely tuned machine as my constructs. 122 00:05:17,211 --> 00:05:20,047 Ooh. Sick self-burn. 123 00:05:20,131 --> 00:05:23,134 All right, Upgrade, time to make the most 124 00:05:23,217 --> 00:05:26,053 mega-lasery laser gun ever to laser. 125 00:05:26,137 --> 00:05:28,723 Huh, Upgrade is still off-line. 126 00:05:28,806 --> 00:05:31,017 Where are you hiding, buddy? 127 00:05:31,100 --> 00:05:32,977 [ Laughs ] This is what happens when you 128 00:05:33,060 --> 00:05:35,479 rely on the planned obsolescence of modern technology, 129 00:05:35,563 --> 00:05:38,899 always letting you down when you need it most. 130 00:05:38,983 --> 00:05:41,068 Now how does this contraption function... 131 00:05:41,152 --> 00:05:42,570 [ Buzzer ] Aah! Whoa! 132 00:05:42,653 --> 00:05:44,989 Match begins. Whatever. 133 00:05:45,072 --> 00:05:47,533 Any alien is good enough for you. 134 00:05:49,410 --> 00:05:52,121 Think fast. 135 00:05:52,204 --> 00:05:59,879 ♪♪ 136 00:05:59,962 --> 00:06:07,595 ♪♪ 137 00:06:07,678 --> 00:06:09,972 Oh! This is not fair! 138 00:06:10,056 --> 00:06:18,481 ♪♪ 139 00:06:18,564 --> 00:06:21,233 Hope you're ready to admit your steam tech is garbage, 140 00:06:21,317 --> 00:06:24,070 Smythe! [ Laughs ] 141 00:06:24,153 --> 00:06:25,446 Huh? What? Hmm. 142 00:06:25,529 --> 00:06:28,949 You're only stalling the inevitable, gearhead! 143 00:06:29,033 --> 00:06:34,205 How true. All I need to win this duel is time. 144 00:06:34,288 --> 00:06:35,623 [ Crash ] 145 00:06:35,706 --> 00:06:36,999 Ah! Oh! 146 00:06:37,083 --> 00:06:38,167 What is that? 147 00:06:38,250 --> 00:06:40,044 There's nothing you can do to stop me 148 00:06:40,127 --> 00:06:41,962 from getting that last point. 149 00:06:42,046 --> 00:06:44,298 [ Crash ] Whoa. What? Okay. Time out. 150 00:06:44,381 --> 00:06:46,842 Oh, very well. Do what you must. 151 00:06:46,926 --> 00:06:50,429 Ugh, I'll deal with you when I get back. 152 00:06:50,512 --> 00:06:53,724 We'll see about that. 153 00:06:53,808 --> 00:06:55,226 What is that? 154 00:06:55,309 --> 00:06:56,477 That's what I said. 155 00:06:56,560 --> 00:06:58,437 Smythe: Do you like my new construct? 156 00:06:58,521 --> 00:07:00,564 I made it just for the occasion. 157 00:07:00,648 --> 00:07:03,484 How is this supposed to help you win laser tag? 158 00:07:03,567 --> 00:07:05,402 Simple, it isn't. 159 00:07:05,486 --> 00:07:06,779 What it's supposed to do 160 00:07:06,862 --> 00:07:10,032 is destroy your ultra-modern train station. 161 00:07:10,116 --> 00:07:11,826 Okay. Back to the arena. 162 00:07:11,909 --> 00:07:14,912 I'm going to go score my last point and end this now. 163 00:07:14,995 --> 00:07:16,747 Ben, people are going to get hurt. 164 00:07:16,831 --> 00:07:19,542 But if I lose this, Steam Smythe is going to humiliate me 165 00:07:19,625 --> 00:07:20,918 in front of all my fans. 166 00:07:21,001 --> 00:07:22,711 They like you because you're a hero, 167 00:07:22,795 --> 00:07:26,423 not because you can beat some mecha-geezer at laser tag. 168 00:07:26,507 --> 00:07:27,925 Time is running out. 169 00:07:28,008 --> 00:07:31,178 My creation will reach the station any minute now. 170 00:07:31,262 --> 00:07:34,140 Who needs pride when you've got honor? 171 00:07:34,223 --> 00:07:36,684 You know what, Gwen? You're right. 172 00:07:36,767 --> 00:07:38,978 Hey! You're that banned kid! 173 00:07:39,060 --> 00:07:40,855 Here. [ Smythe laughs ] 174 00:07:40,938 --> 00:07:42,356 You're doing the right thing. 175 00:07:42,439 --> 00:07:44,275 I know. 176 00:07:44,358 --> 00:07:47,403 If you'll excuse me, it's hero time. 177 00:07:49,113 --> 00:07:52,533 I trust no one will object if I call time in! 178 00:07:52,616 --> 00:07:54,702 [ Laughing ] 179 00:07:57,204 --> 00:07:59,290 [ Crash, screaming ] 180 00:08:03,377 --> 00:08:04,962 My train should be here any sec. 181 00:08:05,045 --> 00:08:07,756 Whoa, what -- what's going on? 182 00:08:11,468 --> 00:08:13,846 That is one might big fist bump, 183 00:08:13,929 --> 00:08:16,515 but I like my personal space. 184 00:08:20,394 --> 00:08:22,438 Whoa! 185 00:08:22,521 --> 00:08:25,816 That's all you've got, tin can? 186 00:08:25,900 --> 00:08:27,985 Whoa! 187 00:08:30,154 --> 00:08:34,157 Sorry, buddy, but this is one ticket you won't be punching. 188 00:08:35,492 --> 00:08:38,120 Uh-oh. Ugh. 189 00:08:40,372 --> 00:08:42,166 I'll give Steam Smythe one thing -- 190 00:08:42,248 --> 00:08:45,586 that hunk of junk is pretty rock solid. 191 00:08:45,669 --> 00:08:48,547 You may be tough, but you're super slow. 192 00:08:48,631 --> 00:08:52,176 Going to have to find a way to take it down from the inside. 193 00:08:54,261 --> 00:08:57,181 Huh, that fiery pipe might lead somewhere. 194 00:08:57,264 --> 00:08:59,391 Heatblast like fire. 195 00:09:01,310 --> 00:09:03,604 This is awesome. Oh, man. 196 00:09:03,687 --> 00:09:06,315 It would be a real bummer if I timed out right now. 197 00:09:06,398 --> 00:09:08,651 Let's not think about that. 198 00:09:11,904 --> 00:09:13,864 Yeppers. This is the spot. 199 00:09:13,948 --> 00:09:15,574 Robots, please keep your gears 200 00:09:15,658 --> 00:09:17,993 and coal in the vehicle at all times. 201 00:09:18,077 --> 00:09:21,956 Rah! Let's overcook this hunk of junk. 202 00:09:22,039 --> 00:09:23,540 [ Alarm bell ringing ] 203 00:09:23,624 --> 00:09:26,585 Right. I need to get out of here before it blows. 204 00:09:26,669 --> 00:09:30,297 Oh! Oh! 205 00:09:35,386 --> 00:09:37,680 Get back. It's going to blow! 206 00:09:43,227 --> 00:09:46,730 Uh, not what I expected to happen. 207 00:09:46,814 --> 00:09:49,191 Well, I have a duel to win. 208 00:09:51,151 --> 00:09:55,572 [ Laughing ] You stand defeated, my boy. 209 00:09:55,656 --> 00:09:57,408 Winner. 210 00:09:57,491 --> 00:10:00,160 You may have beaten my elegant conducto-bot, 211 00:10:00,244 --> 00:10:04,623 but you lose your pride. 212 00:10:04,707 --> 00:10:07,918 Ben, wait. You don't have to do this. 213 00:10:08,002 --> 00:10:10,087 No. 214 00:10:11,964 --> 00:10:15,342 Your modern machines were built to fall. 215 00:10:15,426 --> 00:10:16,760 Hurry it up, Gwen. 216 00:10:16,844 --> 00:10:18,345 The coal-burning engines 217 00:10:18,429 --> 00:10:19,930 of the industrial revolution... 218 00:10:20,014 --> 00:10:21,348 Any time now... 219 00:10:21,432 --> 00:10:25,102 Were the finest stage of society's evolution. 220 00:10:25,185 --> 00:10:29,315 Finally, everyone sees how inferior you really are. 221 00:10:29,398 --> 00:10:33,027 Continue, child. You must read the rest. 222 00:10:33,110 --> 00:10:34,653 Huh? [ Chuckles ] 223 00:10:34,737 --> 00:10:38,907 I didn't think you had what it takes to do the honorable thing. 224 00:10:38,991 --> 00:10:40,492 You lose! 225 00:10:40,576 --> 00:10:42,494 No. You lose. You're going to jail. 226 00:10:42,578 --> 00:10:44,538 What? No! Unhand me! 227 00:10:44,622 --> 00:10:46,957 I won. I'm the winner! 228 00:10:47,041 --> 00:10:48,751 Good idea to get the police, Gwen. 229 00:10:48,834 --> 00:10:50,127 You sure helped Ben out. 230 00:10:50,210 --> 00:10:52,254 Smell you later, Steam Breath. 231 00:10:52,338 --> 00:10:53,672 I'm sorry you had to do this. 232 00:10:53,756 --> 00:10:56,258 Well, I'd do anything to get him arrested. 233 00:10:56,342 --> 00:10:58,635 Hey. Hey. Can I get a pic? Smile! 234 00:10:58,719 --> 00:11:00,929 Hey, delete that. 235 00:11:02,348 --> 00:11:07,936 ♪♪ 236 00:11:08,020 --> 00:11:13,609 ♪♪ 237 00:11:13,692 --> 00:11:16,070 This is not fair!