1 00:00:01,655 --> 00:00:06,910 ♪♪ 2 00:00:06,993 --> 00:00:08,286 ♪ Ben 10! ♪ 3 00:00:08,370 --> 00:00:10,330 ♪ Ben 10! ♪ 4 00:00:10,414 --> 00:00:11,373 ♪ Ben 10! ♪ 5 00:00:11,456 --> 00:00:12,416 ♪ Ben 10! ♪ 6 00:00:12,499 --> 00:00:13,583 ♪ Ben 10! ♪ 7 00:00:13,667 --> 00:00:14,793 ♪ Ben 10! ♪ 8 00:00:14,876 --> 00:00:16,753 ♪ Ben 10! ♪ 9 00:00:16,837 --> 00:00:18,422 ♪ Ben 10! ♪ 10 00:00:23,218 --> 00:00:32,268 ♪♪ 11 00:00:32,352 --> 00:00:40,193 ♪♪ 12 00:00:40,277 --> 00:00:42,571 Announcer: Welcome, Junior Boxcar Racers! 13 00:00:42,654 --> 00:00:45,574 Just a few minutes left to tune up. 14 00:00:47,659 --> 00:00:49,661 -Phew. -[ Grunts ] 15 00:00:49,745 --> 00:00:51,621 The Rust Buggy is a go. 16 00:00:51,705 --> 00:00:53,915 Yeah! Check it out. 17 00:00:53,999 --> 00:00:56,710 It's got 10 wheels in honor of me. 18 00:00:56,793 --> 00:01:00,630 Don't forget, every official racecar needs a sponsor. 19 00:01:00,714 --> 00:01:01,882 [ Howls ] 20 00:01:01,965 --> 00:01:04,384 Go, Wolves! 21 00:01:04,467 --> 00:01:08,680 Attention, all racers, make your way to the starting line! 22 00:01:08,764 --> 00:01:12,017 Time to dial up an alien that will put our car over the top. 23 00:01:12,100 --> 00:01:13,560 Bring it, Upgrade! 24 00:01:13,643 --> 00:01:14,853 Ben, if that's not cheating, 25 00:01:14,936 --> 00:01:16,438 at the very least, it's showing off. 26 00:01:16,520 --> 00:01:19,316 Gwendolyn, is a bird showing off when it flies? 27 00:01:19,399 --> 00:01:21,776 I don't think so. Now, take a step back 28 00:01:21,860 --> 00:01:24,321 because this bird is about to spread his wings. 29 00:01:24,404 --> 00:01:25,530 [ Static ] 30 00:01:25,614 --> 00:01:27,073 Uh, hold up. 31 00:01:27,157 --> 00:01:29,409 [ Beeping ] 32 00:01:29,493 --> 00:01:31,119 Ya! -Ya! 33 00:01:31,203 --> 00:01:32,329 Huh? Bad timing. 34 00:01:32,412 --> 00:01:34,331 Oh, more than bad timing. 35 00:01:34,413 --> 00:01:35,999 Have you been messing with the watch again? 36 00:01:36,082 --> 00:01:38,418 Uh, no. Oh, I mean, you know, not that much. 37 00:01:38,502 --> 00:01:40,670 It only happens when I try to use Upgrade. 38 00:01:40,754 --> 00:01:42,255 Come to think of it, I can't remember 39 00:01:42,339 --> 00:01:43,673 the last time you went Upgrade. 40 00:01:43,757 --> 00:01:46,843 I know, right? It was probably... 41 00:01:46,927 --> 00:01:50,972 Voice: Fulmini, Innervasion, soon. 42 00:01:51,056 --> 00:01:52,264 What is it, Ben? 43 00:01:52,349 --> 00:01:54,017 I don't know. I can't make it out. 44 00:01:54,100 --> 00:01:57,353 Like a radio transmission, weird voices talking, 45 00:01:57,437 --> 00:01:59,523 but all jumbly. -Never mind that. 46 00:01:59,606 --> 00:02:02,150 You got to focus. We've got a race to win. 47 00:02:02,234 --> 00:02:06,071 Right, yeah, focus. Focus, focus, focus. 48 00:02:06,154 --> 00:02:07,280 Mmm... 49 00:02:07,364 --> 00:02:10,367 Whoa! I'm in my own head. 50 00:02:10,450 --> 00:02:14,788 Cybearg! Slammer Dan! Only one thing to do now... 51 00:02:14,871 --> 00:02:17,374 Dance party! 52 00:02:17,457 --> 00:02:22,420 ♪♪ 53 00:02:22,504 --> 00:02:23,630 Huh? 54 00:02:23,713 --> 00:02:26,758 Whoa! I never made something this nice. 55 00:02:26,842 --> 00:02:29,094 Are you guys seeing this? -Uh, that's neat, Ben, 56 00:02:29,177 --> 00:02:31,388 but what do they have to do with racing? 57 00:02:31,471 --> 00:02:32,597 Oh, yeah, right. 58 00:02:32,681 --> 00:02:35,350 I guess nothing, but, uh, they're so fun. 59 00:02:35,433 --> 00:02:37,393 Last place, here we come. 60 00:02:37,477 --> 00:02:39,729 ♪ Cybearg the bot and Slammer the Dan ♪ 61 00:02:39,813 --> 00:02:41,815 ♪ Throwing sweet parties as the schedule demands ♪ 62 00:02:41,898 --> 00:02:42,983 ♪ Whoo! ♪ 63 00:02:43,066 --> 00:02:45,360 [ Indistinct voices ] 64 00:02:45,443 --> 00:02:47,612 Hey! 65 00:02:47,696 --> 00:02:49,698 What was that all about? -Hmm. 66 00:02:49,780 --> 00:02:52,242 Might be the watch trying to tell you something. 67 00:02:52,325 --> 00:02:53,743 Whoa, you think so? 68 00:02:53,827 --> 00:02:55,453 Yep, that you'll have to compete in the race 69 00:02:55,537 --> 00:02:57,455 on even terms like everyone else. 70 00:02:57,539 --> 00:02:58,999 See you at the finish line, kiddo. 71 00:02:59,082 --> 00:03:01,293 -They're lining up. Let's go! -Oh, right. 72 00:03:01,376 --> 00:03:03,837 Announcer: Racers, start your engines! 73 00:03:03,920 --> 00:03:05,672 [ Laughs ] Just kidding. 74 00:03:05,755 --> 00:03:07,424 None of you should have engines. 75 00:03:07,507 --> 00:03:09,301 We don't need any more lawsuits. 76 00:03:09,384 --> 00:03:11,469 -No Upgrade, huh? -Nope. 77 00:03:11,553 --> 00:03:13,597 Good. You don't need to cheat. 78 00:03:13,680 --> 00:03:18,476 I'd rather win fair and... square? 79 00:03:21,563 --> 00:03:22,898 Oh, Gwen, didn't you hear? 80 00:03:22,981 --> 00:03:24,983 They don't let high horses into these races. 81 00:03:25,066 --> 00:03:26,484 Guess you better get off yours. 82 00:03:26,568 --> 00:03:29,696 On your marks! Get set! 83 00:03:29,779 --> 00:03:31,323 [ Starter pistol fires ] Go! 84 00:03:34,159 --> 00:03:35,368 I don't get it. 85 00:03:35,452 --> 00:03:38,705 I put on so many wheels. We should be extra fast. 86 00:03:38,788 --> 00:03:41,333 More wheels doesn't equal more speed, Ben. 87 00:03:41,416 --> 00:03:42,542 Wah! 88 00:03:42,626 --> 00:03:44,336 Whatever, just cut them off at the pass. 89 00:03:44,419 --> 00:03:45,629 -What pass? -I don't know. 90 00:03:45,712 --> 00:03:47,505 It's just what they say in the movies. 91 00:03:47,589 --> 00:03:49,965 Words, Gwen. Just like high horse. 92 00:03:50,050 --> 00:03:59,059 ♪♪ 93 00:03:59,142 --> 00:04:00,810 Gwen: Look out! 94 00:04:00,894 --> 00:04:03,229 What a bunch of dirty cheats. 95 00:04:03,313 --> 00:04:05,815 Oh, so now you're against cheating? 96 00:04:05,899 --> 00:04:07,025 Hold on! 97 00:04:07,108 --> 00:04:08,652 Whoa! 98 00:04:08,735 --> 00:04:10,028 Yah! 99 00:04:10,111 --> 00:04:11,655 That'll show them. 100 00:04:11,738 --> 00:04:12,864 What is that? 101 00:04:20,956 --> 00:04:22,582 Ben Tennyson. 102 00:04:22,666 --> 00:04:25,877 Man, these guys must really want to win. 103 00:04:25,961 --> 00:04:28,463 I just wanted to win a boxcar race. 104 00:04:30,924 --> 00:04:33,051 [ Both scream ] 105 00:04:33,134 --> 00:04:36,012 I'm okay! 106 00:04:36,096 --> 00:04:38,807 Nice driving, Gwen. Phbt! 107 00:04:38,890 --> 00:04:41,476 See you at the finish line, loser! 108 00:04:41,559 --> 00:04:42,978 Huh? 109 00:04:43,061 --> 00:04:45,271 Lasers? They have lasers! 110 00:04:45,355 --> 00:04:48,066 [ Both screaming ] 111 00:04:54,114 --> 00:04:57,200 [ Both yelling ] 112 00:04:57,283 --> 00:05:00,161 Less yelling, more helping! 113 00:05:00,245 --> 00:05:01,329 Ah, oh, good call. 114 00:05:01,413 --> 00:05:02,455 U-turn! 115 00:05:02,539 --> 00:05:06,376 -I am turning! -No, U-turn, U-turn! 116 00:05:06,459 --> 00:05:08,962 Oh! Now what? 117 00:05:09,045 --> 00:05:11,339 Now, it's hero time. 118 00:05:11,423 --> 00:05:19,055 ♪♪ 119 00:05:19,139 --> 00:05:26,604 ♪♪ 120 00:05:26,688 --> 00:05:29,733 Let's go, you oversized washing machine. 121 00:05:29,816 --> 00:05:31,026 Uh! 122 00:05:31,109 --> 00:05:35,030 Oh, that usually works. Yah! 123 00:05:35,113 --> 00:05:38,074 [ Groans ] 124 00:05:38,158 --> 00:05:41,703 Voice: No, useless, Tetramand, Argos steel. 125 00:05:41,786 --> 00:05:43,121 What? Uh-oh. 126 00:05:43,204 --> 00:05:47,709 Relinquish the Omnitrix, and I will end this quickly. 127 00:05:49,210 --> 00:05:50,253 Whoa. 128 00:05:50,336 --> 00:05:51,713 What's the rush? 129 00:05:51,795 --> 00:05:54,257 I haven't gotten to kick your -- yah -- 130 00:05:54,340 --> 00:05:57,010 butt yet. 131 00:05:57,093 --> 00:05:59,387 -Futile. -Yeah. Brag all you want, 132 00:05:59,471 --> 00:06:01,139 but I'm gonna find a way to beat you, 133 00:06:01,222 --> 00:06:02,682 and you're gonna hate it. 134 00:06:02,766 --> 00:06:05,143 Mm, it's no good trying to fight it from down here. 135 00:06:05,226 --> 00:06:07,604 Huh, I got to get higher. 136 00:06:07,687 --> 00:06:09,272 [ Grunting ] 137 00:06:12,692 --> 00:06:15,820 There's no way you can take this. 138 00:06:16,821 --> 00:06:18,239 You cannot damage me. 139 00:06:18,323 --> 00:06:22,410 You got to be kidding me, not even a scratch? 140 00:06:23,995 --> 00:06:26,748 Whoa. Whoa! 141 00:06:26,831 --> 00:06:29,250 Soldier, action, wrong. 142 00:06:32,212 --> 00:06:34,047 Now is my chance. 143 00:06:36,841 --> 00:06:38,635 Ahhh! 144 00:06:38,718 --> 00:06:40,678 Got you now! 145 00:06:40,762 --> 00:06:42,347 [ Grunts ] 146 00:06:42,430 --> 00:06:44,766 This thing is way heavier than it looks. 147 00:06:44,849 --> 00:06:47,602 -Override commands. -Will you pipe down? 148 00:06:47,685 --> 00:06:49,896 Stupid voices, I can't focus. 149 00:06:49,979 --> 00:06:52,315 Huh? Uh-oh. 150 00:06:52,398 --> 00:06:53,983 Aaaaah! 151 00:06:54,067 --> 00:06:57,403 I just wanted a normal race. Was that too much to ask? 152 00:06:57,487 --> 00:07:00,240 -[ Groans ] -Oh, boy. 153 00:07:00,323 --> 00:07:01,783 I'm coming. 154 00:07:04,202 --> 00:07:06,162 This punishment can end now, 155 00:07:06,246 --> 00:07:09,332 but only if you hand over the Omnitrix. 156 00:07:09,415 --> 00:07:13,169 My four arms say different. 157 00:07:13,253 --> 00:07:16,131 -Very well. -Aah! 158 00:07:16,214 --> 00:07:17,674 Can I take that back? 159 00:07:17,757 --> 00:07:20,844 -I got you! -Whoa! 160 00:07:20,927 --> 00:07:24,180 Thanks. I think I'm losing my mind. 161 00:07:24,264 --> 00:07:26,850 Can't lose what you don't have, right? 162 00:07:26,933 --> 00:07:29,185 Hardy-har-har. I can't win against this thing 163 00:07:29,269 --> 00:07:31,771 if every time I transform, those weird voices 164 00:07:31,855 --> 00:07:35,024 keep distracting me. 165 00:07:35,108 --> 00:07:38,027 [ Both scream ] 166 00:07:38,111 --> 00:07:39,487 I sure wish those voices 167 00:07:39,571 --> 00:07:41,239 would tell us something helpful right now. 168 00:07:41,322 --> 00:07:44,409 -That's a great idea. -What's a great idea? Ben? 169 00:07:44,492 --> 00:07:45,994 If I can't tune them out, 170 00:07:46,077 --> 00:07:48,037 I should try the opposite and tune them in. 171 00:07:48,121 --> 00:07:51,416 What? I was being ironic. That's a terrible idea. 172 00:07:54,127 --> 00:07:56,379 Let's just stop and figure this out. 173 00:07:56,462 --> 00:07:59,757 Vilgax: It is no use hiding, boy. 174 00:07:59,841 --> 00:08:02,343 Don't worry. I got this. 175 00:08:02,427 --> 00:08:11,728 ♪♪ 176 00:08:11,811 --> 00:08:17,817 ♪♪ 177 00:08:17,901 --> 00:08:20,111 Hold on. Don't know if this is a good idea. 178 00:08:20,194 --> 00:08:22,864 -I've got a robot to beat! -What are you doing? 179 00:08:22,947 --> 00:08:26,868 -And you've got a race to win! -Ben, don't...Aah! 180 00:08:28,328 --> 00:08:31,247 Back for another lesson in pain? 181 00:08:31,331 --> 00:08:34,000 I think I'm ready to share. 182 00:08:34,083 --> 00:08:36,211 Accept the energy flow. 183 00:08:36,294 --> 00:08:39,589 Huh? Oh, come on, Ben. Just listen. 184 00:08:39,671 --> 00:08:43,300 Focus, mind, Fulmini, see, weapon. 185 00:08:43,384 --> 00:08:46,512 A weapon? Uh, okay. 186 00:08:46,596 --> 00:08:48,640 How about this? 187 00:08:51,017 --> 00:08:54,229 Oh, come on. I did what you told me. 188 00:08:54,312 --> 00:08:55,313 Help me out here. 189 00:08:55,396 --> 00:08:57,941 Who are you talking to? 190 00:08:58,024 --> 00:09:00,193 Ah! Shh, shh. 191 00:09:00,276 --> 00:09:02,362 Where are you, voices? Hello? 192 00:09:02,445 --> 00:09:05,782 You can do better, more destructive. 193 00:09:05,865 --> 00:09:09,577 Ah, there you are. More destructive? 194 00:09:12,705 --> 00:09:15,208 [ Laughs ] Whoo! 195 00:09:15,291 --> 00:09:16,626 Yes, yes. 196 00:09:16,709 --> 00:09:18,836 Let the energy flow. -Let the energy flow. 197 00:09:18,920 --> 00:09:23,049 Fool, you have no idea what you're toying with. 198 00:09:23,132 --> 00:09:25,093 Wow, looks like someone is trying talk his way 199 00:09:25,176 --> 00:09:27,303 out of a beatdown! 200 00:09:27,387 --> 00:09:34,852 ♪♪ 201 00:09:34,936 --> 00:09:42,443 ♪♪ 202 00:09:42,527 --> 00:09:43,820 Oh, no, you don't. 203 00:09:43,902 --> 00:09:46,322 You're not escaping this city 204 00:09:46,406 --> 00:09:48,783 until I get to brag about winning. 205 00:09:52,161 --> 00:09:54,998 Ha, I told you I'd beat you. 206 00:09:55,081 --> 00:09:58,334 Whoa. You really did hate it. 207 00:09:58,418 --> 00:10:01,921 Fine by me. Time to end this. 208 00:10:06,718 --> 00:10:08,011 Uh! Uh! 209 00:10:08,094 --> 00:10:11,597 -Oh, gosh, Ben! -Right behind you, Gwen! 210 00:10:11,681 --> 00:10:13,683 [ Coughs ] 211 00:10:13,766 --> 00:10:15,852 All right. Who do we have this time? 212 00:10:15,935 --> 00:10:19,105 Not really Animo's style. Steam Smythe? 213 00:10:19,188 --> 00:10:21,399 Zombozo? Huh? 214 00:10:21,482 --> 00:10:24,277 Oh, wait, duh! Vilgax. 215 00:10:24,360 --> 00:10:26,029 Should have known from the tentacles. 216 00:10:26,112 --> 00:10:29,073 Can't get enough of a Ben beatdown, can you? 217 00:10:29,157 --> 00:10:30,950 Imprison the Chimeran, quickly! 218 00:10:31,034 --> 00:10:33,202 A lightning cell. -Right, yeah. 219 00:10:33,286 --> 00:10:35,663 Okay, got to get him out of there. 220 00:10:38,166 --> 00:10:41,044 -What? Oh! -Whoa! 221 00:10:41,127 --> 00:10:43,504 You captured Vilgax with an energy cage? 222 00:10:43,588 --> 00:10:45,214 I didn't know you could do that. 223 00:10:45,298 --> 00:10:46,758 Oh, neither did I. 224 00:10:46,841 --> 00:10:49,218 I should have listened to these voices a lot sooner. 225 00:10:49,302 --> 00:10:52,555 Okay, voices, now that I have an intergalactic super-villain 226 00:10:52,638 --> 00:10:55,224 as my prisoner, what do I do with him? 227 00:10:55,308 --> 00:10:58,102 Voices? 228 00:10:58,186 --> 00:11:02,190 I wouldn't look for answers from them, boy. 229 00:11:02,273 --> 00:11:05,526 They are not a source of newfound power. 230 00:11:05,610 --> 00:11:09,781 They are a harbinger of your doom. 231 00:11:13,826 --> 00:11:18,956 ♪♪ 232 00:11:19,040 --> 00:11:21,417 Gwen: Where are you, Ben? 233 00:11:27,173 --> 00:11:29,967 Uh, nice Shock Rock friends there, Ben. 234 00:11:30,051 --> 00:11:31,260 [ Laughs nervously ] 235 00:11:31,344 --> 00:11:34,263 We are not friends. We are the Fulmini! 236 00:11:36,349 --> 00:11:37,934 Let's go. Are you okay? 237 00:11:38,017 --> 00:11:40,103 I think Shock Rock tried to attack me. 238 00:11:40,186 --> 00:11:41,396 What? No, I didn't. 239 00:11:41,479 --> 00:11:43,606 Uh, not you, I mean, the Fulmini. 240 00:11:43,689 --> 00:11:46,025 I'll give them a full kick in the butt with Shock... 241 00:11:46,109 --> 00:11:49,070 Wait. What's happening? Aah! 242 00:11:49,152 --> 00:11:51,155 Get off, get off, get off, get off! Aah! 243 00:11:51,239 --> 00:11:53,658 You can't escape fate. 244 00:11:57,870 --> 00:12:01,124 What? I just have to break free. 245 00:12:01,207 --> 00:12:03,251 Welcome to your fate. 246 00:12:04,752 --> 00:12:07,338 Shock Rock, what's going on? 247 00:12:07,422 --> 00:12:08,631 Hey, let go! 248 00:12:08,714 --> 00:12:12,718 -Ben, stop! -What? What's happening? 249 00:12:14,095 --> 00:12:17,098 Aah! Yuck. 250 00:12:17,181 --> 00:12:18,766 -Nightmare? -Uh, no. 251 00:12:18,850 --> 00:12:20,393 What makes you say that? 252 00:12:20,476 --> 00:12:21,477 Waking up screaming, 253 00:12:21,561 --> 00:12:23,312 looking like you just ran a marathon. 254 00:12:23,396 --> 00:12:26,149 I was celebrating finally nabbing Vilgax. 255 00:12:26,232 --> 00:12:28,860 I'm a champion even when I sleep. 256 00:12:31,362 --> 00:12:32,697 Are you sure you're okay? 257 00:12:32,780 --> 00:12:34,949 Sure, I'm sure. Never felt better. 258 00:12:35,032 --> 00:12:37,785 I mean, what are you, the dream police? 259 00:12:37,869 --> 00:12:39,871 You shouldn't keep secrets, you know? 260 00:12:39,954 --> 00:12:41,456 I'm not. Just do me a favor 261 00:12:41,539 --> 00:12:43,499 and don't mention this to Grandpa Max. 262 00:12:43,583 --> 00:12:47,462 -Wakey, wakey. Eggs and bakey. -Go away, human! 263 00:12:47,545 --> 00:12:50,840 So they got Denver omelets where you come from? 264 00:12:50,923 --> 00:12:53,843 -Well, obviously not. -Uh, sorry, what was that? 265 00:12:53,926 --> 00:12:56,137 Where I come from, we'd be serving you 266 00:12:56,220 --> 00:12:58,014 for breakfast, old man! 267 00:12:58,097 --> 00:13:01,184 Oh, wow! Your planet has breakfast, too. 268 00:13:01,267 --> 00:13:04,103 Hmm. Whoa! Hope you like them well done. 269 00:13:04,187 --> 00:13:06,522 You don't look like you slept well. 270 00:13:06,606 --> 00:13:09,609 Me? You're the one who spent the night in a cage. 271 00:13:09,692 --> 00:13:11,527 Go ahead and mock me, boy. 272 00:13:11,611 --> 00:13:13,696 Luck brought you the Omnitrix, 273 00:13:13,779 --> 00:13:15,698 but you're dangerously close 274 00:13:15,781 --> 00:13:17,617 to squandering that fortune. 275 00:13:17,700 --> 00:13:20,536 Quite the predicament you've put yourself in. 276 00:13:20,620 --> 00:13:25,041 Tell me, have the Fulmini caught you yet? 277 00:13:25,124 --> 00:13:26,709 [ Laughing evilly ] 278 00:13:26,792 --> 00:13:29,670 -Fulmini? -What's the matter? 279 00:13:29,754 --> 00:13:31,589 Did I strike a nerve? 280 00:13:31,672 --> 00:13:34,592 -What is he talking about? -Who knows? 281 00:13:34,675 --> 00:13:36,135 Okay, time for a Tennyson huddle. 282 00:13:36,219 --> 00:13:37,887 What are we going to do with Vilgax? 283 00:13:37,970 --> 00:13:39,180 We can't keep him in a tank, 284 00:13:39,263 --> 00:13:40,723 feeding him squiddles and bits forever. 285 00:13:40,806 --> 00:13:43,392 We could turn him over to the police. 286 00:13:46,437 --> 00:13:49,023 Mm, I doubt there's a prison on Earth that could hold him. 287 00:13:49,106 --> 00:13:51,400 Well, we can't put him on our team. 288 00:13:51,484 --> 00:13:54,779 [ Both screaming ] 289 00:13:54,862 --> 00:13:56,572 Yeah, we're not gonna do that. 290 00:13:56,656 --> 00:13:58,241 We can't just set him free. 291 00:13:58,324 --> 00:14:00,660 -We can't set him free. -That's what I just said. 292 00:14:00,743 --> 00:14:02,954 -No, I mean we literally can't. -What? 293 00:14:03,037 --> 00:14:04,413 I don't know how. 294 00:14:04,497 --> 00:14:06,290 The cage didn't go away when Shock Rock timed out. 295 00:14:06,374 --> 00:14:08,751 As long as we're stuck with it, we're stuck with him. 296 00:14:08,834 --> 00:14:12,046 You fool, that's part of their plan. 297 00:14:12,129 --> 00:14:13,339 Whose plan? 298 00:14:13,422 --> 00:14:16,133 Ha-ha, there's no reason to worry about that. 299 00:14:16,217 --> 00:14:20,638 Like I always say, "An alien problem has an alien solution." 300 00:14:20,721 --> 00:14:22,640 You have never said that before. 301 00:14:22,723 --> 00:14:24,642 I know just the guy for the job. 302 00:14:26,686 --> 00:14:29,605 Uh, on second thought, brains over brawn. 303 00:14:29,689 --> 00:14:39,282 ♪♪ 304 00:14:39,365 --> 00:14:48,958 ♪♪ 305 00:14:49,041 --> 00:14:58,676 ♪♪ 306 00:14:58,759 --> 00:15:08,352 ♪♪ 307 00:15:08,436 --> 00:15:17,903 ♪♪ 308 00:15:17,987 --> 00:15:20,990 Ugh, all right. Three down, six to go. 309 00:15:21,073 --> 00:15:22,283 Don't you mean seven? 310 00:15:22,366 --> 00:15:24,368 What? Yeah, that's what I said. 311 00:15:24,452 --> 00:15:25,453 I'll see if the Internet 312 00:15:25,536 --> 00:15:26,954 has anything to say about this. 313 00:15:27,038 --> 00:15:28,831 [ Groans ] 314 00:15:28,914 --> 00:15:31,917 Ben? 315 00:15:32,001 --> 00:15:34,128 Hey, didn't there used to be 316 00:15:34,211 --> 00:15:36,172 a lot more giant robot there last night? 317 00:15:36,255 --> 00:15:39,342 What? Hey, jailbird! Where's the robot? 318 00:15:39,425 --> 00:15:41,719 I've been trapped in here this whole time. 319 00:15:41,802 --> 00:15:43,179 What was it, remote control, 320 00:15:43,262 --> 00:15:44,680 autopilot? Spill it. 321 00:15:44,764 --> 00:15:47,308 Max: Kids, was the power out when you were in here? 322 00:15:47,391 --> 00:15:48,601 You two didn't happen to do anything 323 00:15:48,684 --> 00:15:49,852 with the battery, right? 324 00:15:49,935 --> 00:15:52,063 -What was that about? -I bet you know. 325 00:15:52,146 --> 00:15:54,690 I'm sure the industrious sleepwalker 326 00:15:54,774 --> 00:15:56,233 has a much better idea. 327 00:15:56,317 --> 00:15:58,902 -Wait, what? -It's gone, the battery. 328 00:15:58,986 --> 00:16:01,197 I have no idea what happened to it. 329 00:16:01,280 --> 00:16:03,491 [ Indistinct conversations ] 330 00:16:03,574 --> 00:16:05,201 What's going on here? 331 00:16:05,284 --> 00:16:06,869 -Ben? -Vilgax? 332 00:16:06,952 --> 00:16:09,538 [ Groans ] Okay, let's see. 333 00:16:09,622 --> 00:16:11,749 Vilgax playing coy, creepy. 334 00:16:11,832 --> 00:16:15,252 Missing robot, double creepy, and now the Rustbucket. 335 00:16:15,336 --> 00:16:17,338 Something is up. I can feel it. 336 00:16:17,421 --> 00:16:20,174 Uh, Ben, what are you drawing? 337 00:16:20,257 --> 00:16:21,300 Huh? 338 00:16:21,384 --> 00:16:28,766 ♪♪ 339 00:16:28,849 --> 00:16:30,226 Ben: What is this? 340 00:16:30,309 --> 00:16:34,063 As I said before, it's fate. 341 00:16:34,146 --> 00:16:36,273 I have to go hero. 342 00:16:36,357 --> 00:16:41,362 Uh, I'm losing it. I'm losing it. Stay back! 343 00:16:44,615 --> 00:16:48,411 -Fate, fate, fate, fate. -Whoa! 344 00:16:52,498 --> 00:16:54,250 Aah! [ Coughs ] I was already awake. 345 00:16:54,333 --> 00:16:55,584 Oh, sorry about that. 346 00:16:55,668 --> 00:16:57,712 What are we doing out here? What time is it? 347 00:16:57,795 --> 00:17:00,548 3:00 a.m. You were sleep aliening as Shock Rock. 348 00:17:00,631 --> 00:17:01,757 Sleep aliening? 349 00:17:01,841 --> 00:17:03,884 Please tell me I didn't break anything. 350 00:17:03,968 --> 00:17:05,720 So, um, not exactly, 351 00:17:05,803 --> 00:17:09,390 but you have been building something. 352 00:17:09,473 --> 00:17:13,018 I built that? Are you sure? 353 00:17:13,102 --> 00:17:14,812 I saw you starting to move the robot parts, 354 00:17:14,894 --> 00:17:16,564 so I decided to keep an eye on you. 355 00:17:16,647 --> 00:17:18,106 Because that's not creepy. 356 00:17:18,190 --> 00:17:19,775 You zombie off to build this thing, 357 00:17:19,859 --> 00:17:21,652 and I'm the creepy one? 358 00:17:21,736 --> 00:17:23,528 Come on, Ben. What's wrong? 359 00:17:23,612 --> 00:17:26,990 [ Sighs ] Okay, I'll tell you, but you have to promise 360 00:17:27,074 --> 00:17:29,368 not to say anything to Grandpa Max. 361 00:17:29,452 --> 00:17:31,829 So it started when I tuned in to those voices. 362 00:17:31,912 --> 00:17:33,956 You aren't still listening to them, are you? 363 00:17:34,039 --> 00:17:35,958 What? They helped me last time. 364 00:17:36,041 --> 00:17:37,877 Helped us get into this mess. 365 00:17:37,960 --> 00:17:41,380 Ugh, which I was about to clean up. 366 00:17:41,464 --> 00:17:43,466 Ow, what's that about? Aah! 367 00:17:50,222 --> 00:17:51,599 What's it doing? 368 00:17:51,682 --> 00:17:52,975 Cleaning up junk. 369 00:17:53,058 --> 00:17:56,103 Maybe my subconscious wanted to help me do chores. 370 00:17:56,187 --> 00:17:58,481 [ Electricity crackling ] 371 00:18:07,907 --> 00:18:09,408 [ Both scream ] 372 00:18:12,036 --> 00:18:14,497 Gwen, are you okay? -I'm fine. 373 00:18:14,580 --> 00:18:16,832 Going alien would be nice, though, soon. 374 00:18:16,916 --> 00:18:18,834 -Right. -Fate. 375 00:18:18,918 --> 00:18:19,960 Ben! 376 00:18:20,044 --> 00:18:28,761 ♪♪ 377 00:18:28,844 --> 00:18:30,012 Hey, Junkbot! 378 00:18:30,095 --> 00:18:32,765 That's no way to treat your maker! 379 00:18:32,848 --> 00:18:35,392 Take that, you heap of... Oh! 380 00:18:39,063 --> 00:18:40,189 Oh... 381 00:18:40,272 --> 00:18:41,774 Ben, Gwen, what's going on? 382 00:18:41,857 --> 00:18:44,109 Grandpa, I didn't... 383 00:18:44,193 --> 00:18:46,821 Ah, you know me. I built that. 384 00:18:48,781 --> 00:18:50,115 I'm sorry? 385 00:18:50,199 --> 00:18:52,535 It's okay, Ben. We've got more pressing issues. 386 00:18:52,618 --> 00:18:54,203 How about you make up for it 387 00:18:54,286 --> 00:18:56,205 by trashing this thing quick? 388 00:19:00,376 --> 00:19:02,670 I won't let you mess with my family. 389 00:19:05,714 --> 00:19:08,843 Whew! How does Ben have energy to do this? 390 00:19:10,261 --> 00:19:12,221 She goes down center lane. Strike! 391 00:19:12,304 --> 00:19:15,391 Good thing you're bad at building robots, Ben. 392 00:19:19,186 --> 00:19:22,147 Aww, need a bandage for your cut? 393 00:19:24,441 --> 00:19:26,735 [ Both scream ] 394 00:19:30,322 --> 00:19:31,699 Whoa! 395 00:19:33,367 --> 00:19:35,119 It's evolving itself. 396 00:19:35,202 --> 00:19:37,830 Not if I have anything to say about it. 397 00:19:37,913 --> 00:19:40,249 Have a taste of this special move! 398 00:19:40,332 --> 00:19:42,585 Non-stop drill top! 399 00:19:47,172 --> 00:19:50,092 Sorry I had to split you up, but you've been a bad robot. 400 00:19:50,175 --> 00:19:51,510 Aw, yeah! 401 00:19:56,682 --> 00:19:58,767 Are you kidding me? 402 00:19:58,851 --> 00:20:01,896 Okay, so back for seconds? Two can play that game. 403 00:20:01,979 --> 00:20:03,355 Oh! 404 00:20:03,439 --> 00:20:05,065 Huh? He just timed me out. 405 00:20:05,149 --> 00:20:07,276 If only Ben had an alien strong enough 406 00:20:07,359 --> 00:20:08,319 to beat that thing. 407 00:20:08,402 --> 00:20:10,487 Wait a second. Maybe I do. 408 00:20:10,571 --> 00:20:12,615 Ben, where are you going? 409 00:20:14,450 --> 00:20:16,493 Don't even think about it, Tennyson! 410 00:20:16,577 --> 00:20:17,953 Already did. 411 00:20:18,037 --> 00:20:20,205 I don't know what mind games you're trying to play here, 412 00:20:20,289 --> 00:20:22,791 but you better not make me regret this. 413 00:20:22,875 --> 00:20:29,506 ♪♪ 414 00:20:29,590 --> 00:20:31,967 This is exactly what the Fulmini want! 415 00:20:32,051 --> 00:20:35,179 Listen to me! You're only going to let them in! 416 00:20:36,555 --> 00:20:40,517 It knows you're one of them. Get out of here before it's... 417 00:20:40,601 --> 00:20:43,729 Sorry, Vilgax. No time for that now. 418 00:20:43,812 --> 00:20:46,774 You're coming out of that box, whether you like it or not. 419 00:20:48,400 --> 00:20:50,152 Tennyson, you fool! 420 00:20:50,236 --> 00:20:52,738 Wow! Actually, this is awesome. 421 00:20:52,821 --> 00:20:54,782 I feel like a whole new Shock Rock. 422 00:20:54,865 --> 00:20:57,826 I bet I don't even need your help anymore. 423 00:20:57,910 --> 00:21:01,121 What? Since when can Shock Rock make energy beams? 424 00:21:01,205 --> 00:21:05,626 Whoo! Ha ha, time to take this power-up for a test run! 425 00:21:06,835 --> 00:21:08,212 I'll hold it off. 426 00:21:08,295 --> 00:21:10,047 Just get as far away as you can. 427 00:21:10,130 --> 00:21:11,507 Like I'm falling for that. 428 00:21:11,590 --> 00:21:14,134 You just don't want to deal with Turbo-Shock Rock 429 00:21:14,218 --> 00:21:18,889 when I'm finished taking care of business with this scorpion bot! 430 00:21:18,973 --> 00:21:21,517 No way you're coming back after this! 431 00:21:24,853 --> 00:21:27,272 Uh, okay. This isn't working. 432 00:21:27,356 --> 00:21:31,276 Quit sucking up my energy! 433 00:21:31,360 --> 00:21:33,654 Let go of me! 434 00:21:35,864 --> 00:21:36,991 Ugh. 435 00:21:42,287 --> 00:21:43,956 No! 436 00:21:52,673 --> 00:21:54,633 It's too late! 437 00:21:54,717 --> 00:21:57,094 Aah! 438 00:21:58,012 --> 00:22:00,681 -Ben! -What's going on? 439 00:22:00,764 --> 00:22:03,100 The Omnitrix! -That doesn't look good. 440 00:22:03,183 --> 00:22:06,228 I bet Vilgax knows something about this. 441 00:22:06,311 --> 00:22:09,273 [ Grunting ] 442 00:22:09,356 --> 00:22:10,733 Vilgax, what happened... 443 00:22:10,816 --> 00:22:13,402 I'll tell you what happened here, boy. 444 00:22:13,485 --> 00:22:16,447 You just told the Fulmini where you live, 445 00:22:16,530 --> 00:22:20,284 and now they're coming to find you. 446 00:22:25,330 --> 00:22:27,624 Like I'm supposed to believe your squid face. 447 00:22:27,708 --> 00:22:29,626 You've been trying to destroy me all summer. 448 00:22:29,710 --> 00:22:31,962 Insult me if you wish, child. 449 00:22:32,046 --> 00:22:33,255 You doomed this planet 450 00:22:33,338 --> 00:22:35,215 just as I always said you would. 451 00:22:35,299 --> 00:22:36,925 But I don't even know what I did. 452 00:22:37,009 --> 00:22:39,511 Is the Omnitrix about to explode or something? 453 00:22:39,595 --> 00:22:41,263 Ha! 454 00:22:41,346 --> 00:22:44,892 To save this planet, child, you don't take it off. 455 00:22:44,975 --> 00:22:46,643 You go inside it. 456 00:22:46,727 --> 00:22:50,439 Inside the Omnitrix? Now I know you're lying. 457 00:22:50,522 --> 00:22:53,817 The signal released by that heap of rampaging refuse 458 00:22:53,901 --> 00:22:55,486 established a gateway. 459 00:22:55,569 --> 00:22:57,946 A gateway through which the most unstoppable army 460 00:22:58,030 --> 00:23:02,826 in the cosmos will invade Earth, the Fulmini Empire! 461 00:23:02,910 --> 00:23:04,661 Fulmini? What is that, Italian? 462 00:23:04,745 --> 00:23:06,455 Is that supposed to make me nervous? 463 00:23:06,538 --> 00:23:08,165 It only makes me hungry. 464 00:23:09,083 --> 00:23:11,502 Guys, Earth doomed, remember? 465 00:23:11,585 --> 00:23:14,213 Right. So what does this Fettuccine Empire 466 00:23:14,296 --> 00:23:16,590 have to do with my watch going all weird? 467 00:23:16,673 --> 00:23:18,008 Fulmini! 468 00:23:18,092 --> 00:23:20,260 It's the real name of the alien race 469 00:23:20,344 --> 00:23:21,553 you call Shock Rock. 470 00:23:21,637 --> 00:23:24,807 The gateway you opened is inside the Omnitrix. 471 00:23:24,890 --> 00:23:26,183 Inside? 472 00:23:26,266 --> 00:23:27,935 Well, they got to be tiny. They try to get out, 473 00:23:28,018 --> 00:23:30,312 I'll just go Four Arms and squash them! 474 00:23:30,395 --> 00:23:33,816 Fool! They are an energy-based species! 475 00:23:33,899 --> 00:23:36,443 Once they escape the confines of your watch, 476 00:23:36,527 --> 00:23:38,737 they will use the Earth against itself. 477 00:23:38,821 --> 00:23:42,491 They must be stopped before they set foot on solid ground. 478 00:23:42,574 --> 00:23:45,035 Tennyson family, huddle. What should I do? 479 00:23:45,119 --> 00:23:47,329 I can't trust Vilgax. He's Vilgax. 480 00:23:47,412 --> 00:23:49,331 There's an old Italian saying, Ben, 481 00:23:49,414 --> 00:23:52,251 "Keep your friends close and your enemies closer." 482 00:23:52,334 --> 00:23:53,710 You know what that means? 483 00:23:53,794 --> 00:23:55,337 That you're still thinking about Italian food? 484 00:23:55,420 --> 00:23:56,588 Yes, but also... 485 00:23:56,672 --> 00:23:59,383 Look, Vilgax is our enemy. 486 00:23:59,466 --> 00:24:00,509 Grr! 487 00:24:00,592 --> 00:24:02,928 These Fulmini are our enemy, too, 488 00:24:03,011 --> 00:24:05,848 but they're also Vilgax's enemy. 489 00:24:05,931 --> 00:24:09,101 And the enemy of your enemy is? 490 00:24:09,184 --> 00:24:10,561 Ben: My frenemy? 491 00:24:10,644 --> 00:24:12,354 What if this is just another one of his schemes 492 00:24:12,437 --> 00:24:15,399 to get his tentacles on my watch? 493 00:24:15,482 --> 00:24:16,859 We need his help. 494 00:24:16,942 --> 00:24:19,194 Why does he care about this planet all of a sudden? 495 00:24:19,278 --> 00:24:22,531 I don't. However, the fate of the universe, 496 00:24:22,614 --> 00:24:25,534 and more importantly the Omnitrix, are at stake. 497 00:24:25,617 --> 00:24:27,911 I know the device better than anyone. 498 00:24:27,995 --> 00:24:31,248 I am the only one who can stop this invasion. 499 00:24:31,331 --> 00:24:34,877 Fine, but you better be telling the truth, or else. 500 00:24:34,960 --> 00:24:38,714 Yeah, and we'll stand guard. If anyone other than my cousin 501 00:24:38,797 --> 00:24:40,090 comes back out safe and sound... 502 00:24:40,174 --> 00:24:43,218 There will be calamari on the menu. 503 00:24:43,302 --> 00:24:45,220 Uh, sorry, still got Italian food on the brain. 504 00:24:45,304 --> 00:24:47,639 If you are finished with your threats, 505 00:24:47,723 --> 00:24:50,100 the Omnitrix, if you please. 506 00:24:50,184 --> 00:24:59,067 ♪♪ 507 00:24:59,151 --> 00:25:01,236 Hey! What are you doing? 508 00:25:01,320 --> 00:25:03,989 Your feeble mind wouldn't understand. 509 00:25:04,072 --> 00:25:06,783 No, but I know who would. 510 00:25:06,867 --> 00:25:07,951 [ Grunts ] 511 00:25:08,035 --> 00:25:15,417 ♪♪ 512 00:25:15,500 --> 00:25:18,462 -May I continue? -Be my guest. 513 00:25:18,545 --> 00:25:22,758 Now be still while I activate the transport access portal. 514 00:25:22,841 --> 00:25:24,176 Ah, I see. 515 00:25:24,259 --> 00:25:26,511 Built in for maintenance of the device. How clever. 516 00:25:26,595 --> 00:25:28,931 I must say, transport access panel 517 00:25:29,014 --> 00:25:30,390 is a bit of a mouthful. 518 00:25:30,474 --> 00:25:32,809 You might consider using the acronym TAP, 519 00:25:32,893 --> 00:25:35,020 as in tap, tap, tapping at the door. 520 00:25:35,103 --> 00:25:37,022 Although, I do have security concerns. 521 00:25:37,105 --> 00:25:39,441 Whoa! What are you doing? 522 00:25:39,524 --> 00:25:41,235 Tap, tap, tap. 523 00:25:45,364 --> 00:25:47,199 Well, I'll be in the Rustbucket. 524 00:25:47,282 --> 00:25:49,284 The Rustbucket? For what? 525 00:25:49,368 --> 00:25:50,786 Gonna make some pasta. 526 00:25:50,869 --> 00:25:54,289 Something tells me it's gonna be a long night. 527 00:25:54,373 --> 00:25:58,585 I guess I'll, uh, wait here. 528 00:26:00,379 --> 00:26:01,421 [ Groans ] 529 00:26:01,505 --> 00:26:04,132 Your resilience is impressive. 530 00:26:04,216 --> 00:26:05,342 [ Groans ] 531 00:26:05,425 --> 00:26:06,635 Get up, Tennyson! 532 00:26:06,718 --> 00:26:10,305 That felt weird. Where are we? 533 00:26:10,389 --> 00:26:12,808 We're inside the loading chamber. 534 00:26:12,891 --> 00:26:15,686 Loading chamber? Inside the Omnitrix? 535 00:26:15,769 --> 00:26:18,188 This is where the aliens' genetic materials 536 00:26:18,272 --> 00:26:21,316 combine with your inferior human DNA. 537 00:26:21,400 --> 00:26:25,279 So that's XLR8, Heatblast, Diamondhead. 538 00:26:25,362 --> 00:26:26,863 Wait, what's up with that one? 539 00:26:26,947 --> 00:26:30,242 It should be Upgrade, but it's full of the Shock Rock 540 00:26:30,325 --> 00:26:33,537 or Fulmin -- whatever-you-call-it energy. 541 00:26:33,620 --> 00:26:36,873 Strange, very strange. 542 00:26:38,917 --> 00:26:42,170 Speaking of strange, how did you know about the TAP? 543 00:26:42,254 --> 00:26:44,840 There are many things I know about the Omnitrix 544 00:26:44,923 --> 00:26:47,092 that you are unaware of, Tennyson, 545 00:26:47,175 --> 00:26:49,011 and I will not bother explaining. 546 00:26:49,094 --> 00:26:51,722 To wit, we will never stop this invasion 547 00:26:51,805 --> 00:26:53,515 if you question me at every turn! 548 00:26:53,598 --> 00:26:56,852 Well, excuse me! You've only been trying to -- 549 00:27:00,939 --> 00:27:03,191 Transform, Tennyson! 550 00:27:03,275 --> 00:27:05,027 Transform? How? 551 00:27:05,110 --> 00:27:06,737 No watch, remember? 552 00:27:09,156 --> 00:27:11,116 The Omnitrix is keyed to your DNA. 553 00:27:11,199 --> 00:27:13,618 Make contact with one of the pods. 554 00:27:15,912 --> 00:27:18,707 Whoa, it's all gooey. 555 00:27:22,210 --> 00:27:23,587 Sweet. 556 00:27:26,715 --> 00:27:30,093 Ha, knocked their energy right out of their shells. 557 00:27:30,177 --> 00:27:33,221 You're welcome. -We're hardly done here. 558 00:27:33,305 --> 00:27:36,725 Chillax, Villy-willy. We got this. 559 00:27:36,808 --> 00:27:39,936 You chill, axe! 560 00:27:45,317 --> 00:27:48,236 I can do this all... Uh-oh. 561 00:27:50,947 --> 00:27:54,117 Hey, Cannonbolt. He'd be useful right now. 562 00:27:55,660 --> 00:27:57,871 Oh, watch it, Tennyson! 563 00:27:59,748 --> 00:28:02,000 Sorry, Gax-man. You just got to keep up. 564 00:28:12,260 --> 00:28:16,098 Wapow! Wapow! Wapow-pow-pow. Whoops. 565 00:28:16,181 --> 00:28:20,060 Enough! We're getting nowhere like this. 566 00:28:20,143 --> 00:28:26,775 ♪♪ 567 00:28:26,858 --> 00:28:30,612 Maybe you need to get out of my way. 568 00:28:30,695 --> 00:28:34,491 I'm doing fine without much help from you. 569 00:28:34,574 --> 00:28:36,701 You feeling lucky, punks? 570 00:28:36,785 --> 00:28:40,247 Pew-pew, pew-pew, pew, pew, pew, pew, pew! 571 00:28:40,330 --> 00:28:44,459 You're fighting like a brash child! 572 00:28:44,543 --> 00:28:45,794 Look what you've done. 573 00:28:45,877 --> 00:28:48,296 That will be the first of millions of Fulmini 574 00:28:48,380 --> 00:28:51,383 to invade your planet unless we succeed. 575 00:28:51,466 --> 00:28:54,761 I hope Gwen and Grandpa make a better team than we do. 576 00:28:56,638 --> 00:28:59,182 First course, abbondanza! 577 00:29:02,519 --> 00:29:03,728 Ben? 578 00:29:04,729 --> 00:29:07,232 -I don't think that's Ben. -[ Growls ] 579 00:29:07,315 --> 00:29:09,317 It's definitely not Ben. 580 00:29:12,737 --> 00:29:13,989 Oh, boy. 581 00:29:14,823 --> 00:29:18,326 Will they ever stop coming? 582 00:29:18,410 --> 00:29:22,038 We need to push the Fulmini back... 583 00:29:22,122 --> 00:29:23,331 [ Grunting ] 584 00:29:23,415 --> 00:29:25,292 ...and lock down this chamber. 585 00:29:25,375 --> 00:29:26,793 Lock down the chamber? 586 00:29:26,877 --> 00:29:29,921 But then I won't have access to the DNA pods. 587 00:29:30,005 --> 00:29:32,799 I'll just be... -Useless, as usual. 588 00:29:32,883 --> 00:29:36,970 Man, I really hate this guy. 589 00:29:37,053 --> 00:29:39,264 There's got to be another way. 590 00:29:39,347 --> 00:29:43,018 I always knew you were too childish to do the smart thing, 591 00:29:43,101 --> 00:29:45,562 but know I realize you're also too selfish 592 00:29:45,645 --> 00:29:47,981 to do the right thing. 593 00:29:48,064 --> 00:29:50,609 Your Earth is at stake! 594 00:29:50,692 --> 00:29:52,027 Fine! 595 00:29:52,110 --> 00:29:53,862 [ Grunts ] 596 00:29:56,114 --> 00:29:57,365 Come! 597 00:30:03,038 --> 00:30:05,081 No one is getting back in there now. 598 00:30:05,165 --> 00:30:06,458 Let's go. 599 00:30:07,792 --> 00:30:11,046 Now what? 600 00:30:11,129 --> 00:30:12,380 We find the portal, 601 00:30:12,464 --> 00:30:14,549 the breach where the Fulmini are entering. 602 00:30:14,633 --> 00:30:17,093 We must simply choose the right path. 603 00:30:17,177 --> 00:30:19,721 Just pick one. Watch me. 604 00:30:21,473 --> 00:30:23,475 Uh, nope, not that way. 605 00:30:23,558 --> 00:30:24,726 [ Pants ] 606 00:30:24,809 --> 00:30:26,728 Ee! Oh! Oh! 607 00:30:29,022 --> 00:30:32,192 Oh! No good. 608 00:30:32,275 --> 00:30:33,944 We may have a problem. 609 00:30:34,027 --> 00:30:36,863 We're too late. They'll overrun us soon. 610 00:30:36,947 --> 00:30:38,156 Aw, you big wimp. 611 00:30:38,240 --> 00:30:41,076 You know what I say? More for the barbecue. 612 00:30:41,159 --> 00:30:43,578 Ah, great, I made myself hungry again. 613 00:30:43,662 --> 00:30:45,455 Stop. You'll set off 614 00:30:45,539 --> 00:30:48,959 the Omnitrix's security protocols. 615 00:30:49,042 --> 00:30:50,085 So? 616 00:30:50,168 --> 00:30:51,294 They'll destroy us 617 00:30:51,378 --> 00:30:52,921 before the Fulmini get a chance to. 618 00:30:53,004 --> 00:30:55,757 Hold them off while I try something. 619 00:30:55,840 --> 00:30:59,719 Yah! Yah! Yah! 620 00:30:59,803 --> 00:31:00,929 Hack faster! Yah! 621 00:31:01,012 --> 00:31:03,056 Use some of your gross face tentacles 622 00:31:03,139 --> 00:31:04,516 to push the buttons. Yah! 623 00:31:04,599 --> 00:31:06,560 Don't distract me. I'm almost there. 624 00:31:06,643 --> 00:31:10,146 Almost? Yah! Give me a break! 625 00:31:10,230 --> 00:31:13,525 Ugh! Yah! 626 00:31:13,608 --> 00:31:16,111 Ha! See? I told you. 627 00:31:16,194 --> 00:31:18,947 You were saying? 628 00:31:23,618 --> 00:31:25,745 Foam? Big whoop. 629 00:31:31,042 --> 00:31:32,669 Bad foam. 630 00:31:32,752 --> 00:31:34,921 Hurry up, save us! 631 00:31:35,005 --> 00:31:36,298 Against my better judgment, 632 00:31:36,381 --> 00:31:38,633 that is precisely what I'm trying to do. 633 00:31:38,717 --> 00:31:40,885 Real mature, Vilgax. 634 00:31:43,555 --> 00:31:44,639 Anytime. 635 00:31:45,640 --> 00:31:47,767 Uh, after you. 636 00:31:53,148 --> 00:31:56,776 Whoa! Whoa! Whoa! Whoa! Whoa! 637 00:31:56,860 --> 00:31:58,069 Aah! 638 00:31:58,153 --> 00:31:59,863 Ugh! 639 00:31:59,946 --> 00:32:04,075 Oh, why do trap doors always lead to some crazy tube slide? 640 00:32:04,159 --> 00:32:06,453 Ugh! 641 00:32:06,536 --> 00:32:07,787 Ah-ha! 642 00:32:12,500 --> 00:32:15,086 Wowzers. That's a lot of Fulmini. 643 00:32:15,170 --> 00:32:17,172 And they're entering from that portal. 644 00:32:17,255 --> 00:32:18,840 Whoa. 645 00:32:18,923 --> 00:32:20,842 Whoa. Oh, great. 646 00:32:20,925 --> 00:32:23,011 Now I'm totally useless. 647 00:32:23,094 --> 00:32:25,388 First intelligent thing you've said all day. 648 00:32:25,472 --> 00:32:27,182 Ugh. Oh, yeah? 649 00:32:27,265 --> 00:32:29,601 Well, for an evil genius, it sure took you long enough 650 00:32:29,684 --> 00:32:31,686 to finally open that escape door. 651 00:32:31,770 --> 00:32:34,564 -I didn't open that door. -What do you mean? 652 00:32:34,648 --> 00:32:36,066 If you didn't open it, then who did? 653 00:32:36,149 --> 00:32:38,360 I thought you could use a little help back there. 654 00:32:38,443 --> 00:32:43,198 Whoa! Upgrade, is that you? 655 00:32:43,281 --> 00:32:45,950 Not quite. 656 00:32:46,034 --> 00:32:49,537 Call me Glitch. 657 00:32:49,621 --> 00:32:50,872 [ Laughs ] Glitch, okay. 658 00:32:50,955 --> 00:32:52,499 Looks like Upgrade with my head. 659 00:32:52,582 --> 00:32:54,668 What could possibly be weird about that? 660 00:32:54,751 --> 00:32:59,714 I'm sure you have questions, but for now... 661 00:32:59,798 --> 00:33:01,675 run. 662 00:33:06,471 --> 00:33:08,098 Ee! 663 00:33:11,351 --> 00:33:13,603 Next time, look both ways. 664 00:33:15,480 --> 00:33:17,774 [ Growls ] 665 00:33:20,110 --> 00:33:23,071 Uh, Gwen, put the pedal to the metal 666 00:33:23,154 --> 00:33:24,572 and get over here. 667 00:33:24,656 --> 00:33:26,157 Ben better hurry up. 668 00:33:26,241 --> 00:33:29,202 How long does it take to stop an alien invasion, anyhow? 669 00:33:42,841 --> 00:33:43,758 We did it! 670 00:33:43,842 --> 00:33:45,260 Not so sure about that. 671 00:33:45,343 --> 00:33:48,930 Look. What in the world is going on in there? 672 00:33:50,849 --> 00:33:52,559 Ben: Seriously, how many Fulmini 673 00:33:52,642 --> 00:33:54,519 can fit inside this dang watch? 674 00:33:58,148 --> 00:34:00,942 Ugh! Ugh! 675 00:34:01,025 --> 00:34:03,111 Hey. Those are my moves. 676 00:34:03,194 --> 00:34:06,573 Silence, fool. You're to blame for all this. 677 00:34:06,656 --> 00:34:08,742 How do you figure that, fish head? 678 00:34:08,825 --> 00:34:10,452 Actually, it's both your fault. 679 00:34:10,534 --> 00:34:11,453 Wait, what? 680 00:34:11,536 --> 00:34:13,454 When you two were battling, 681 00:34:13,538 --> 00:34:15,540 and Ben used Upgrade to shut down the watch 682 00:34:15,623 --> 00:34:18,918 and reboot the system, it caused a malfunction. 683 00:34:19,001 --> 00:34:22,130 A massive feedback loop ravaged the in-system matrix, 684 00:34:22,213 --> 00:34:25,258 destroying Upgrade's DNA pod. 685 00:34:25,340 --> 00:34:29,220 To survive, the DNA fused with a DNA chain from the host. 686 00:34:29,304 --> 00:34:32,222 Which host? Whoa. You mean me? 687 00:34:32,307 --> 00:34:35,393 Glitch, at your service. 688 00:34:35,476 --> 00:34:37,604 Rah! -Ugh! Whoa! 689 00:34:37,686 --> 00:34:39,731 How do the Fulmini fit in? 690 00:34:39,814 --> 00:34:43,067 I was forced to replace the destroyed pod with a new one. 691 00:34:43,151 --> 00:34:44,485 The Fulmini's abilities 692 00:34:44,568 --> 00:34:47,113 allowed it to absorb the excess charge. 693 00:34:47,197 --> 00:34:49,491 That explains my upgrades. 694 00:34:51,951 --> 00:34:54,662 Unfortunately, there was an unforeseen side effect. 695 00:34:54,746 --> 00:34:56,456 Every time you accessed Shock Rock, 696 00:34:56,539 --> 00:34:58,666 it sent a signal pulse back to its world. 697 00:34:58,750 --> 00:35:02,128 You mean, I was giving those creeps directions? 698 00:35:08,176 --> 00:35:11,262 I tried my best, but something circumvented my defenses, 699 00:35:11,346 --> 00:35:13,348 opening a portal between our worlds. 700 00:35:13,431 --> 00:35:16,309 That machine I made in my sleep! 701 00:35:16,392 --> 00:35:18,853 And now we're all going to meet our doom, 702 00:35:18,937 --> 00:35:21,481 thanks to your foolishness. 703 00:35:21,564 --> 00:35:22,982 Hey. Didn't you hear? 704 00:35:23,066 --> 00:35:25,068 If you hadn't been trying to steal my Omnitrix, 705 00:35:25,151 --> 00:35:27,320 none of this would've happened. -Enough. 706 00:35:27,403 --> 00:35:29,989 None of it matters if we don't stop the invasion. 707 00:35:34,285 --> 00:35:37,121 Okay, fine. How do we do that? 708 00:35:37,205 --> 00:35:38,248 Ugh. 709 00:35:38,331 --> 00:35:40,375 With you staying out of our way. 710 00:35:42,293 --> 00:35:45,839 Omnitrix upgrade defense mechanism initiated. 711 00:35:50,468 --> 00:35:51,761 Rah! 712 00:35:51,845 --> 00:35:54,556 Certainly an upgrade over Tennyson. 713 00:35:54,639 --> 00:35:57,851 Oh, what? Now you're stealing my jokes, too? 714 00:35:57,934 --> 00:35:59,561 The truth speaks for itself. 715 00:35:59,644 --> 00:36:01,980 Yeah. Well, your face needs an upgrade. 716 00:36:02,063 --> 00:36:04,941 My patience with you is wearing thin. 717 00:36:05,024 --> 00:36:07,819 Quiet, both of you. Something is wrong. 718 00:36:07,902 --> 00:36:10,280 My internal meters are spiking. 719 00:36:12,407 --> 00:36:15,451 We've got company, powerful company. 720 00:36:15,535 --> 00:36:25,420 ♪♪ 721 00:36:25,503 --> 00:36:34,888 ♪♪ 722 00:36:34,971 --> 00:36:44,731 ♪♪ 723 00:36:44,814 --> 00:36:54,699 ♪♪ 724 00:36:54,782 --> 00:37:04,584 ♪♪ 725 00:37:04,667 --> 00:37:08,296 ♪♪ 726 00:37:08,379 --> 00:37:13,635 Who dares to defy the will of The High Override? 727 00:37:15,553 --> 00:37:16,638 Where are we going? 728 00:37:16,721 --> 00:37:18,723 The best way to close the portal is 729 00:37:18,806 --> 00:37:20,516 by cutting off the energy supply 730 00:37:20,600 --> 00:37:22,226 to their home-world generators. 731 00:37:22,310 --> 00:37:24,604 You're talking about the Omni-core? 732 00:37:24,687 --> 00:37:27,148 -Precisely. -The Omni...Who? 733 00:37:27,231 --> 00:37:28,107 Slow down. 734 00:37:28,191 --> 00:37:29,442 The portal is sustained 735 00:37:29,525 --> 00:37:32,528 by powerful energy sources on both sides. 736 00:37:34,072 --> 00:37:35,323 If we can reset it, 737 00:37:35,406 --> 00:37:36,699 it should cause the portal to collapse. 738 00:37:36,783 --> 00:37:39,661 And put an end to the invasion. 739 00:37:39,744 --> 00:37:42,830 Okay. Let's do it. How do I help? 740 00:37:42,914 --> 00:37:44,832 Wait here and be quiet. 741 00:37:44,916 --> 00:37:47,585 No one knows the Omni-core better than I do. 742 00:37:47,669 --> 00:37:51,214 Ben doesn't go, I don't go. -Thanks! 743 00:37:51,297 --> 00:37:53,758 Even if he is technically useless. 744 00:37:53,841 --> 00:37:55,051 Hey! 745 00:37:55,134 --> 00:37:56,678 I'm starting to think he's not the only one. 746 00:37:56,761 --> 00:37:58,179 Hey, hey. You know what? 747 00:37:58,262 --> 00:38:00,640 I don't know what it is about you and your squid-face, 748 00:38:00,723 --> 00:38:03,226 but something inside is making me want to punch it. 749 00:38:03,309 --> 00:38:05,311 I was giving you the benefit of the doubt 750 00:38:05,395 --> 00:38:07,397 that there was more Mechamorph in you, 751 00:38:07,480 --> 00:38:09,941 but you're clearly more Tennyson. 752 00:38:11,317 --> 00:38:13,069 Hmm. 753 00:38:16,656 --> 00:38:18,658 Hmm! 754 00:38:22,620 --> 00:38:25,039 Ho, ho! -No, you fool! 755 00:38:25,123 --> 00:38:28,167 -Ben, wait! -Too late. Gah! 756 00:38:28,251 --> 00:38:36,300 ♪♪ 757 00:38:36,384 --> 00:38:37,510 You two keep bickering. 758 00:38:37,593 --> 00:38:40,388 I've got some world-saving to do. 759 00:38:40,471 --> 00:38:41,848 -No! -No! 760 00:38:41,931 --> 00:38:44,892 Already cleared the way once. This will be easy. 761 00:38:44,976 --> 00:38:48,688 Hi-yah! Uh...Huh? 762 00:38:49,731 --> 00:38:52,233 But, wait, uh, I didn't... 763 00:38:58,072 --> 00:38:59,949 It is common to be speechless 764 00:39:00,033 --> 00:39:02,618 when in the presence of true power. 765 00:39:02,702 --> 00:39:04,454 Who the heck are you? 766 00:39:04,537 --> 00:39:06,581 I'm known by many names. 767 00:39:06,664 --> 00:39:09,083 Huh! Yah! 768 00:39:09,167 --> 00:39:13,629 But you can call me The High Override. 769 00:39:13,713 --> 00:39:17,175 Ugh! Why? How? 770 00:39:17,258 --> 00:39:20,428 Ben. We need to help him. 771 00:39:20,511 --> 00:39:24,182 I've got a better idea. 772 00:39:24,265 --> 00:39:27,060 Keep him busy. I'll take the core. 773 00:39:28,644 --> 00:39:30,980 Wait. I -- I... 774 00:39:38,237 --> 00:39:39,322 Uh-oh. 775 00:39:41,699 --> 00:39:45,078 Whoa. Whoa. W-whoa. 776 00:39:47,955 --> 00:39:49,248 Guh. 777 00:39:54,545 --> 00:39:56,255 Vilgax, hurry! 778 00:39:57,799 --> 00:39:59,467 [ Grunting ] 779 00:40:00,176 --> 00:40:03,471 End him now, my new thrall. 780 00:40:04,305 --> 00:40:05,890 [ Screams ] 781 00:40:05,973 --> 00:40:08,810 [ Electricity crackling ] 782 00:40:08,893 --> 00:40:18,361 ♪♪ 783 00:40:18,444 --> 00:40:28,329 ♪♪ 784 00:40:28,412 --> 00:40:30,998 Yes, my Override. 785 00:40:31,082 --> 00:40:32,667 [ Grunts ] 786 00:40:32,750 --> 00:40:35,962 Aah! 787 00:40:36,045 --> 00:40:37,797 Ugh. 788 00:40:37,880 --> 00:40:39,382 Tennyson? 789 00:40:41,259 --> 00:40:43,678 If this thing was connected to the other Fulmini, 790 00:40:43,761 --> 00:40:46,013 maybe I can try and see what's going on in there. 791 00:40:46,097 --> 00:40:46,973 Dah! 792 00:40:47,056 --> 00:40:50,810 Did you see that? -Yeah. 793 00:40:50,893 --> 00:40:52,436 I think it ran out of juice 794 00:40:52,520 --> 00:40:54,689 the further it got from the watch. 795 00:41:00,444 --> 00:41:01,654 -Ben? -Ben? 796 00:41:01,737 --> 00:41:04,740 No, not exactly. Ben is in trouble. 797 00:41:04,824 --> 00:41:06,742 I do not know what is about to happen, 798 00:41:06,826 --> 00:41:09,328 but you must be prepared for anything. 799 00:41:11,205 --> 00:41:14,458 Fetch my heart-burn medication. 800 00:41:14,542 --> 00:41:16,377 [ Both grunting ] 801 00:41:16,460 --> 00:41:26,345 ♪♪ 802 00:41:26,429 --> 00:41:27,889 Extinguishing the Omni-core 803 00:41:27,972 --> 00:41:30,558 means destroying this structure as well. 804 00:41:30,641 --> 00:41:34,687 With the Omni-core, I will build a new Omnitrix, 805 00:41:34,770 --> 00:41:35,730 my Omnitrix. 806 00:41:35,813 --> 00:41:38,566 Betray your partners? Fitting. 807 00:41:38,649 --> 00:41:40,860 [ Yells ] 808 00:41:46,824 --> 00:41:48,951 Tennyson, fight it! 809 00:41:49,035 --> 00:41:51,621 I offer you your Earth for the core. 810 00:41:51,704 --> 00:41:55,499 The High Override does not deal. 811 00:41:58,211 --> 00:42:00,922 Ah! 812 00:42:01,005 --> 00:42:02,840 He conquers! 813 00:42:02,924 --> 00:42:04,884 Aah! 814 00:42:04,967 --> 00:42:10,223 Perhaps the Null Void between dimensions will suit you better. 815 00:42:10,306 --> 00:42:12,975 Null Void? Aah! 816 00:42:25,529 --> 00:42:29,659 No! No! No-o-o-o! 817 00:42:32,036 --> 00:42:35,957 Enough games, open your Earth to me. 818 00:42:36,040 --> 00:42:39,835 The High Override hungers. 819 00:42:39,919 --> 00:42:49,262 ♪♪ 820 00:42:49,345 --> 00:42:58,563 ♪♪ 821 00:42:58,646 --> 00:43:07,488 ♪♪ 822 00:43:07,572 --> 00:43:16,998 ♪♪ 823 00:43:17,081 --> 00:43:19,667 We can take whatever that thing can dish at us. 824 00:43:19,750 --> 00:43:22,003 Let's just buy Ben enough time. 825 00:43:22,086 --> 00:43:31,971 ♪♪ 826 00:43:32,054 --> 00:43:40,855 ♪♪ 827 00:43:40,938 --> 00:43:44,525 I'm gonna need a bigger frying pan. 828 00:43:47,778 --> 00:43:59,040 ♪♪ 829 00:43:59,123 --> 00:44:00,458 Woo-hoo. 830 00:44:00,541 --> 00:44:03,461 Sweet fancy cow, that's a lot of rocks. 831 00:44:10,176 --> 00:44:12,678 A lot of persistent-energy reforming rocks. 832 00:44:16,223 --> 00:44:17,850 Ugh. 833 00:44:19,435 --> 00:44:21,187 There's too many of them. 834 00:44:21,270 --> 00:44:23,230 It's almost like they're all being guided by something. 835 00:44:23,314 --> 00:44:26,692 If only we could figure out what that is and stop it. 836 00:44:26,776 --> 00:44:28,027 I have an idea. 837 00:44:28,110 --> 00:44:33,991 ♪♪ 838 00:44:34,075 --> 00:44:39,872 ♪♪ 839 00:44:39,955 --> 00:44:41,248 Whoa. Easy, now. 840 00:44:41,332 --> 00:44:43,417 You wouldn't hurt a face like this? 841 00:44:43,501 --> 00:44:47,713 Ah! Okay, so you would. Ah! Whoa. 842 00:44:47,797 --> 00:44:50,674 Come on, Ben. We're practically brothers. 843 00:44:52,218 --> 00:44:53,427 Ugh. 844 00:44:53,511 --> 00:44:54,970 Sorry, Glitch. 845 00:44:55,054 --> 00:44:57,098 I'm trying to fight it, but I'm just not... 846 00:44:57,181 --> 00:44:59,308 Strong enough? No one is. 847 00:44:59,392 --> 00:45:01,018 I am The High Override, 848 00:45:01,102 --> 00:45:04,438 the supreme power of the Fulmini Empire. 849 00:45:04,522 --> 00:45:08,067 Reap the energy of this world and deliver it to me! 850 00:45:08,150 --> 00:45:11,445 Okay, laser secure. Are you sure about this, Gwen? 851 00:45:11,529 --> 00:45:13,781 Nope, but it seems like the Ben thing to do. 852 00:45:13,864 --> 00:45:15,449 That's what I'm afraid of. 853 00:45:15,533 --> 00:45:16,700 Fire away, Grandpa! 854 00:45:16,784 --> 00:45:19,203 -Ugh! -Dah! 855 00:45:21,747 --> 00:45:25,584 Talk about a rocky road. 856 00:45:27,253 --> 00:45:28,421 Ugh! 857 00:45:30,464 --> 00:45:32,383 -Whoa. -Whoa. 858 00:45:33,008 --> 00:45:34,760 Glad this thing has seat belts. 859 00:45:34,844 --> 00:45:36,512 Too bad it doesn't have brakes. 860 00:45:38,722 --> 00:45:41,016 Uh-oh. Ugh! 861 00:45:42,226 --> 00:45:43,477 What in the world? 862 00:45:46,522 --> 00:45:47,731 [ Both scream ] 863 00:45:49,567 --> 00:45:50,484 It's good. 864 00:45:50,568 --> 00:45:51,735 Did you just see that? 865 00:45:51,819 --> 00:45:53,612 See it? I lived it. 866 00:45:55,364 --> 00:45:58,033 -Ugh. -[ Groans ] 867 00:45:58,117 --> 00:45:59,869 -Ugh. -Whoa. Ben! 868 00:45:59,952 --> 00:46:02,621 Are you okay? Ben? 869 00:46:02,705 --> 00:46:04,331 He seems to have gotten a makeover. 870 00:46:04,415 --> 00:46:05,749 Something is not right, Grandpa. 871 00:46:05,833 --> 00:46:08,836 Dispose of this inconvenience at once! 872 00:46:11,547 --> 00:46:13,132 Ben, this isn't who you are. 873 00:46:13,215 --> 00:46:14,842 You're part of Team Tennyson, 874 00:46:14,925 --> 00:46:16,677 traveling coast-to-coast, remember? 875 00:46:16,760 --> 00:46:20,097 And you hate being told what to do. 876 00:46:20,181 --> 00:46:21,348 You're Ben Tennyson! 877 00:46:21,432 --> 00:46:23,517 And you would never hurt your family. 878 00:46:23,601 --> 00:46:31,358 ♪♪ 879 00:46:31,442 --> 00:46:33,277 -[ Growls ] -Aah! 880 00:46:35,196 --> 00:46:36,655 [ Groaning ] 881 00:46:36,739 --> 00:46:38,532 [ Electricity crackling ] 882 00:46:49,251 --> 00:46:52,880 Ugh, sorry about that, guys, lost my head for a minute. 883 00:46:52,963 --> 00:46:54,089 -Ben! -Ben! 884 00:46:55,549 --> 00:46:57,635 [ Laughter ] 885 00:46:57,718 --> 00:46:59,970 The High Override: This will not stand. 886 00:47:00,054 --> 00:47:02,556 No one overrides The High Override, no one. 887 00:47:02,640 --> 00:47:05,726 Sorry, Your Highness, but Team Tennyson does. 888 00:47:05,809 --> 00:47:08,813 We will see about that. 889 00:47:13,150 --> 00:47:16,445 Uh-oh. 890 00:47:18,781 --> 00:47:21,242 -Aah! -Aah! 891 00:47:21,325 --> 00:47:24,453 Gotcha. Hang on, Tenny-sinos. 892 00:47:24,537 --> 00:47:26,580 Who or what is this guy? 893 00:47:26,664 --> 00:47:28,791 We saw him in some kind of projection earlier. 894 00:47:28,874 --> 00:47:30,251 Guys, this is Glitch. 895 00:47:30,334 --> 00:47:33,003 He's a mix of Upgrade DNA and me. 896 00:47:33,087 --> 00:47:34,922 I think you should explain later. 897 00:47:35,005 --> 00:47:36,590 Right now, we need to shut off the Omni-core 898 00:47:36,674 --> 00:47:39,176 and break the portal and reset the Omnitrix. 899 00:47:39,260 --> 00:47:42,638 Right. Wait. How am I supposed to do that, exactly? 900 00:47:46,684 --> 00:47:47,935 To beat The High Override, 901 00:47:48,018 --> 00:47:50,479 we'd all have to be super-powered aliens. 902 00:47:50,563 --> 00:47:51,772 Actually... 903 00:47:55,859 --> 00:47:57,903 ...that's exactly what we'll do. 904 00:47:57,987 --> 00:47:59,029 My pods! 905 00:47:59,113 --> 00:48:01,282 The Omnitrix is key to Ben's DNA, 906 00:48:01,365 --> 00:48:02,658 which prevents anyone else 907 00:48:02,741 --> 00:48:04,618 from accessing the alien pods. 908 00:48:04,702 --> 00:48:05,953 Hmm. 909 00:48:06,036 --> 00:48:07,788 Because you two are related to Ben... 910 00:48:07,871 --> 00:48:10,583 Ah! Oh! 911 00:48:10,666 --> 00:48:13,127 Ha. I'm big and rolly. 912 00:48:13,210 --> 00:48:16,213 What? No way. 913 00:48:16,297 --> 00:48:17,840 Yeah! 914 00:48:17,923 --> 00:48:21,969 Oh, what? Come on. Stink Fly? I want a do-over. 915 00:48:22,052 --> 00:48:25,514 No time for do-overs. We've got a world to save. 916 00:48:25,598 --> 00:48:26,974 Huh! 917 00:48:27,057 --> 00:48:28,976 Ugh! Whoa! 918 00:48:29,059 --> 00:48:32,855 Huh! Dah! Yeah! 919 00:48:32,938 --> 00:48:35,858 Whoa. What do you call this alien? 920 00:48:35,941 --> 00:48:38,152 Accelor-Arm Blast... 921 00:48:38,235 --> 00:48:39,987 Diamond Heat... I'll -- I'll work on it. 922 00:48:40,070 --> 00:48:41,739 More importantly, how are we 923 00:48:41,822 --> 00:48:43,574 gonna stop The High Override? 924 00:48:43,657 --> 00:48:45,701 Well, I've got an idea. 925 00:48:48,412 --> 00:48:50,873 This invasion will proceed as planned. 926 00:48:50,956 --> 00:48:54,293 The Fulmini will not rest until this planet is conquered 927 00:48:54,376 --> 00:48:55,836 and harvested. 928 00:48:55,919 --> 00:48:57,338 Diamondhead: Beep, beep. Coming through. 929 00:49:00,090 --> 00:49:02,676 Woo-hoo. 930 00:49:02,760 --> 00:49:04,011 -Huh! -Ha! 931 00:49:04,094 --> 00:49:06,263 Hey. What's shaking? Did we miss the party? 932 00:49:06,347 --> 00:49:09,516 Oh, the nuisance has returned, 933 00:49:09,600 --> 00:49:13,062 this time, parading around in new skins, 934 00:49:13,145 --> 00:49:14,605 but changing your form 935 00:49:14,688 --> 00:49:16,940 won't change this planet's fate. 936 00:49:17,024 --> 00:49:20,653 Eliminate them. -Oh, no, you don't. 937 00:49:23,405 --> 00:49:24,948 -Ah! -Ah! 938 00:49:25,032 --> 00:49:27,993 You meddlers do not know your place. 939 00:49:28,077 --> 00:49:33,332 Oh, yeah? Well... your face is out of place. 940 00:49:35,542 --> 00:49:36,543 Aah! 941 00:49:36,627 --> 00:49:40,422 Hey, ugly, over here. 942 00:49:40,506 --> 00:49:42,132 Ugh! Ugh! Ugh! 943 00:49:42,216 --> 00:49:45,886 For someone with such... Ugh...supreme power... 944 00:49:45,969 --> 00:49:48,931 Gah...your aim stinks. 945 00:49:50,391 --> 00:49:53,227 You dare mock the Fulmini? 946 00:49:55,562 --> 00:49:57,231 Oh. 947 00:50:00,109 --> 00:50:02,236 Uh, shouldn't that be Full-mini? 948 00:50:02,319 --> 00:50:05,406 You know nothing about Fulmini. 949 00:50:05,489 --> 00:50:06,699 Oh! Ah! 950 00:50:06,782 --> 00:50:09,827 Yes! Now is our chance. 951 00:50:09,910 --> 00:50:12,121 Super Turbo Grandpa Throw! 952 00:50:12,204 --> 00:50:14,123 Ugh! 953 00:50:14,206 --> 00:50:15,457 Enough! 954 00:50:19,086 --> 00:50:21,213 Huh. Pitiful. 955 00:50:21,296 --> 00:50:25,592 Grandpa, ugh! Aah! Ugh. Ugh. 956 00:50:25,676 --> 00:50:28,637 This is the best you can do? 957 00:50:28,721 --> 00:50:30,848 Uh...Oh! Guh. 958 00:50:30,931 --> 00:50:33,767 Are you three really the last defense 959 00:50:33,851 --> 00:50:36,937 this planet has to offer? 960 00:50:37,020 --> 00:50:39,898 -[ Groans ] -[ Groans ] 961 00:50:39,982 --> 00:50:41,775 Well, that was fun while it lasted. 962 00:50:41,859 --> 00:50:42,985 Oh, no. 963 00:50:43,068 --> 00:50:45,028 You soft pink creatures 964 00:50:45,112 --> 00:50:46,530 are no match for The High Override. 965 00:50:50,701 --> 00:50:56,874 Entire galaxies bow before me, and you will be no exception. 966 00:51:01,754 --> 00:51:04,256 Say goodbye to your planet. 967 00:51:04,339 --> 00:51:06,049 [ Groaning ] 968 00:51:06,133 --> 00:51:07,801 [ Groaning ] 969 00:51:07,885 --> 00:51:10,804 And say goodbye to your Omnitrix. 970 00:51:10,888 --> 00:51:14,308 [ Grunts ] No! This is my DNA! 971 00:51:14,391 --> 00:51:15,642 Huh? 972 00:51:17,770 --> 00:51:19,605 This is my watch. 973 00:51:19,688 --> 00:51:22,816 Impossible. I am The High Override. 974 00:51:27,905 --> 00:51:30,866 I am the lord of the Fulmini Empire! 975 00:51:30,949 --> 00:51:33,160 [ Grunting ] 976 00:51:33,243 --> 00:51:37,247 I am the supreme power of the universe! 977 00:51:39,666 --> 00:51:42,211 And I'm Ben Tennyson! 978 00:51:42,294 --> 00:51:51,845 ♪♪ 979 00:51:51,929 --> 00:51:53,055 The joke is on you. 980 00:51:53,138 --> 00:51:55,140 You were actually fighting four of us. 981 00:51:55,224 --> 00:51:56,475 Glitch, now! 982 00:51:56,558 --> 00:51:58,435 Huh? 983 00:51:58,519 --> 00:51:59,603 Hey. 984 00:52:01,605 --> 00:52:02,940 [ Grunting ] 985 00:52:03,023 --> 00:52:04,608 No! 986 00:52:04,691 --> 00:52:06,902 Ah! 987 00:52:10,697 --> 00:52:13,242 No-o-o-o! 988 00:52:15,786 --> 00:52:17,746 [ Panting ] 989 00:52:17,830 --> 00:52:20,666 Ho, hoo. 990 00:52:22,793 --> 00:52:24,503 It worked? 991 00:52:24,586 --> 00:52:26,380 -Ben! -You did it, Ben. 992 00:52:26,463 --> 00:52:27,631 That was amazing. 993 00:52:27,714 --> 00:52:29,550 -I'm proud of you. -Hey. 994 00:52:29,633 --> 00:52:33,095 You totally punched that guy straight to space. 995 00:52:33,178 --> 00:52:34,555 [ All yell ] 996 00:52:34,638 --> 00:52:37,057 Guys, we need to get out of here. 997 00:52:37,140 --> 00:52:40,644 -What -- what's happening? -Aah! 998 00:52:40,727 --> 00:52:43,397 The Omni-core is rebooting itself. 999 00:52:43,480 --> 00:52:44,731 A massive power surge 1000 00:52:44,815 --> 00:52:46,108 is going to cycle through the system, 1001 00:52:46,191 --> 00:52:47,609 and last time that happened... 1002 00:52:47,693 --> 00:52:51,238 Upgrade went bye-bye. 1003 00:52:51,321 --> 00:52:52,489 Quick, get in. 1004 00:52:54,658 --> 00:52:56,118 [ All yell ] 1005 00:52:59,580 --> 00:53:00,873 [ All scream ] 1006 00:53:04,710 --> 00:53:05,836 Look! 1007 00:53:05,919 --> 00:53:07,921 Ben: [ Gasps ] Are those all alien pods? 1008 00:53:08,005 --> 00:53:09,506 How big is this thing? 1009 00:53:09,590 --> 00:53:11,800 Glitch: Let's not stick around to find out. 1010 00:53:15,220 --> 00:53:17,723 [ All screaming ] 1011 00:53:32,613 --> 00:53:35,365 Whoa. This is next-level. 1012 00:53:38,619 --> 00:53:41,121 What are you waiting for? 1013 00:53:41,204 --> 00:53:43,874 I know Vilgax is a big, evil jerk, 1014 00:53:43,957 --> 00:53:45,959 but he was right about one thing. 1015 00:53:46,043 --> 00:53:49,171 I really don't know anything about the Omnitrix. 1016 00:53:49,254 --> 00:53:51,089 You just saved the entire planet. 1017 00:53:51,173 --> 00:53:52,966 There's no one I trust with the Omnitrix 1018 00:53:53,050 --> 00:53:54,134 more than you. 1019 00:53:54,217 --> 00:53:55,761 And you said it yourself. 1020 00:53:55,844 --> 00:53:57,804 It's your DNA. It's your watch. 1021 00:53:57,888 --> 00:53:59,848 You and that thing are meant to be together. 1022 00:53:59,932 --> 00:54:02,309 Yeah. You're right. 1023 00:54:05,437 --> 00:54:07,314 We -- we're pretty great, aren't we? 1024 00:54:07,397 --> 00:54:08,523 [ Laughter ] 1025 00:54:08,607 --> 00:54:11,318 Wait. What happened to Glitch? 1026 00:54:11,401 --> 00:54:14,821 All right, Glitch. You can come out now. 1027 00:54:14,905 --> 00:54:18,241 You don't think that reboot fixed the Glitch? 1028 00:54:18,325 --> 00:54:20,327 [ Gasps ] He sacrificed himself? 1029 00:54:20,410 --> 00:54:22,245 Glitch? 1030 00:54:22,329 --> 00:54:24,164 [ Horn honks ] 1031 00:54:24,247 --> 00:54:25,749 [ All gasp ] 1032 00:54:25,832 --> 00:54:28,835 Looks like we've got a new addition to the family. 1033 00:54:28,919 --> 00:54:32,381 Woo-hoo. Yeah! 1034 00:54:32,464 --> 00:54:39,137 ♪♪ 1035 00:54:42,432 --> 00:54:52,234 ♪♪ 1036 00:54:52,317 --> 00:55:02,077 ♪♪ 1037 00:55:02,160 --> 00:55:12,212 ♪♪