♪♪
♪ Ben 10! ♪
♪♪
Announcer: Welcome, Junior Boxcar Racers!
Just a few minutes left to tune up.
-Phew. -[ Grunts ]
The Rust Buggy is a go.
Yeah! Check it out.
It's got 10 wheels in honor of me.
Don't forget, every official racecar needs a sponsor.
[ Howls ]
Go, Wolves!
Attention, all racers, make your way to the starting line!
Time to dial up an alien that will put our car over the top.
Bring it, Upgrade!
Ben, if that's not cheating,
at the very least, it's showing off.
Gwendolyn, is a bird showing off when it flies?
I don't think so. Now, take a step back
because this bird is about to spread his wings.
[ Static ]
Uh, hold up.
[ Beeping ]
Ya! -Ya!
Huh? Bad timing.
Oh, more than bad timing.
Have you been messing with the watch again?
Uh, no. Oh, I mean, you know, not that much.
It only happens when I try to use Upgrade.
Come to think of it, I can't remember
the last time you went Upgrade.
I know, right? It was probably...
Voice: Fulmini, Innervasion, soon.
What is it, Ben?
I don't know. I can't make it out.
Like a radio transmission, weird voices talking,
but all jumbly. -Never mind that.
You got to focus. We've got a race to win.
Right, yeah, focus. Focus, focus, focus.
Mmm...
Whoa! I'm in my own head.
Cybearg! Slammer Dan! Only one thing to do now...
Dance party!
♪♪
Huh?
Whoa! I never made something this nice.
Are you guys seeing this? -Uh, that's neat, Ben,
but what do they have to do with racing?
Oh, yeah, right.
I guess nothing, but, uh, they're so fun.
Last place, here we come.
♪ Cybearg the bot and Slammer the Dan ♪
♪ Throwing sweet parties as the schedule demands ♪
♪ Whoo! ♪
[ Indistinct voices ]
Hey!
What was that all about? -Hmm.
Might be the watch trying to tell you something.
Whoa, you think so?
Yep, that you'll have to compete in the race
on even terms like everyone else.
See you at the finish line, kiddo.
-They're lining up. Let's go! -Oh, right.
Announcer: Racers, start your engines!
[ Laughs ] Just kidding.
None of you should have engines.
We don't need any more lawsuits.
-No Upgrade, huh? -Nope.
Good. You don't need to cheat.
I'd rather win fair and... square?
Oh, Gwen, didn't you hear?
They don't let high horses into these races.
Guess you better get off yours.
On your marks! Get set!
[ Starter pistol fires ] Go!
I don't get it.
I put on so many wheels. We should be extra fast.
More wheels doesn't equal more speed, Ben.
Wah!
Whatever, just cut them off at the pass.
-What pass? -I don't know.
It's just what they say in the movies.
Words, Gwen. Just like high horse.
♪♪
Gwen: Look out!
What a bunch of dirty cheats.
Oh, so now you're against cheating?
Hold on!
Whoa!
Yah!
That'll show them.
What is that?
Ben Tennyson.
Man, these guys must really want to win.
I just wanted to win a boxcar race.
[ Both scream ]
I'm okay!
Nice driving, Gwen. Phbt!
See you at the finish line, loser!
Huh?
Lasers? They have lasers!
[ Both screaming ]
[ Both yelling ]
Less yelling, more helping!
Ah, oh, good call.
U-turn!
-I am turning! -No, U-turn, U-turn!
Oh! Now what?
Now, it's hero time.
♪♪
Let's go, you oversized washing machine.
Uh!
Oh, that usually works. Yah!
[ Groans ]
Voice: No, useless, Tetramand, Argos steel.
What? Uh-oh.
Relinquish the Omnitrix, and I will end this quickly.
Whoa.
What's the rush?
I haven't gotten to kick your -- yah --
butt yet.
-Futile. -Yeah. Brag all you want,
but I'm gonna find a way to beat you,
and you're gonna hate it.
Mm, it's no good trying to fight it from down here.
Huh, I got to get higher.
[ Grunting ]
There's no way you can take this.
You cannot damage me.
You got to be kidding me, not even a scratch?
Whoa. Whoa!
Soldier, action, wrong.
Now is my chance.
Ahhh!
Got you now!
[ Grunts ]
This thing is way heavier than it looks.
-Override commands. -Will you pipe down?
Stupid voices, I can't focus.
Huh? Uh-oh.
Aaaaah!
I just wanted a normal race. Was that too much to ask?
-[ Groans ] -Oh, boy.
I'm coming.
This punishment can end now,
but only if you hand over the Omnitrix.
My four arms say different.
-Very well. -Aah!
Can I take that back?
-I got you! -Whoa!
Thanks. I think I'm losing my mind.
Can't lose what you don't have, right?
Hardy-har-har. I can't win against this thing
if every time I transform, those weird voices
keep distracting me.
[ Both scream ]
I sure wish those voices
would tell us something helpful right now.
-That's a great idea. -What's a great idea? Ben?
If I can't tune them out,
I should try the opposite and tune them in.
What? I was being ironic. That's a terrible idea.
Let's just stop and figure this out.
Vilgax: It is no use hiding, boy.
Don't worry. I got this.
♪♪
Hold on. Don't know if this is a good idea.
-I've got a robot to beat! -What are you doing?
-And you've got a race to win! -Ben, don't...Aah!
Back for another lesson in pain?
I think I'm ready to share.
Accept the energy flow.
Huh? Oh, come on, Ben. Just listen.
Focus, mind, Fulmini, see, weapon.
A weapon? Uh, okay.
How about this?
Oh, come on. I did what you told me.
Help me out here.
Who are you talking to?
Ah! Shh, shh.
Where are you, voices? Hello?
You can do better, more destructive.
Ah, there you are. More destructive?
[ Laughs ] Whoo!
Yes, yes.
Let the energy flow. -Let the energy flow.
Fool, you have no idea what you're toying with.
Wow, looks like someone is trying talk his way
out of a beatdown!
♪♪
Oh, no, you don't.
You're not escaping this city
until I get to brag about winning.
Ha, I told you I'd beat you.
Whoa. You really did hate it.
Fine by me. Time to end this.
Uh! Uh!
-Oh, gosh, Ben! -Right behind you, Gwen!
[ Coughs ]
All right. Who do we have this time?
Not really Animo's style. Steam Smythe?
Zombozo? Huh?
Oh, wait, duh! Vilgax.
Should have known from the tentacles.
Can't get enough of a Ben beatdown, can you?
Imprison the Chimeran, quickly!
A lightning cell. -Right, yeah.
Okay, got to get him out of there.
-What? Oh! -Whoa!
You captured Vilgax with an energy cage?
I didn't know you could do that.
Oh, neither did I.
I should have listened to these voices a lot sooner.
Okay, voices, now that I have an intergalactic super-villain
as my prisoner, what do I do with him?
Voices?
I wouldn't look for answers from them, boy.
They are not a source of newfound power.
They are a harbinger of your doom.
♪♪
Gwen: Where are you, Ben?
Uh, nice Shock Rock friends there, Ben.
[ Laughs nervously ]
We are not friends. We are the Fulmini!
Let's go. Are you okay?
I think Shock Rock tried to attack me.
What? No, I didn't.
Uh, not you, I mean, the Fulmini.
I'll give them a full kick in the butt with Shock...
Wait. What's happening? Aah!
Get off, get off, get off, get off! Aah!
You can't escape fate.
What? I just have to break free.
Welcome to your fate.
Shock Rock, what's going on?
Hey, let go!
-Ben, stop! -What? What's happening?
Aah! Yuck.
-Nightmare? -Uh, no.
What makes you say that?
Waking up screaming,
looking like you just ran a marathon.
I was celebrating finally nabbing Vilgax.
I'm a champion even when I sleep.
Are you sure you're okay?
Sure, I'm sure. Never felt better.
I mean, what are you, the dream police?
You shouldn't keep secrets, you know?
I'm not. Just do me a favor
and don't mention this to Grandpa Max.
-Wakey, wakey. Eggs and bakey. -Go away, human!
So they got Denver omelets where you come from?
-Well, obviously not. -Uh, sorry, what was that?
Where I come from, we'd be serving you
for breakfast, old man!
Oh, wow! Your planet has breakfast, too.
Hmm. Whoa! Hope you like them well done.
You don't look like you slept well.
Me? You're the one who spent the night in a cage.
Go ahead and mock me, boy.
Luck brought you the Omnitrix,
but you're dangerously close
to squandering that fortune.
Quite the predicament you've put yourself in.
Tell me, have the Fulmini caught you yet?
[ Laughing evilly ]
-Fulmini? -What's the matter?
Did I strike a nerve?
-What is he talking about? -Who knows?
Okay, time for a Tennyson huddle.
What are we going to do with Vilgax?
We can't keep him in a tank,
feeding him squiddles and bits forever.
We could turn him over to the police.
Mm, I doubt there's a prison on Earth that could hold him.
Well, we can't put him on our team.
[ Both screaming ]
Yeah, we're not gonna do that.
We can't just set him free.
-We can't set him free. -That's what I just said.
-No, I mean we literally can't. -What?
I don't know how.
The cage didn't go away when Shock Rock timed out.
As long as we're stuck with it, we're stuck with him.
You fool, that's part of their plan.
Whose plan?
Ha-ha, there's no reason to worry about that.
Like I always say, "An alien problem has an alien solution."
You have never said that before.
I know just the guy for the job.
Uh, on second thought, brains over brawn.
♪♪
Ugh, all right. Three down, six to go.
Don't you mean seven?
What? Yeah, that's what I said.
I'll see if the Internet
has anything to say about this.
[ Groans ]
Ben?
Hey, didn't there used to be
a lot more giant robot there last night?
What? Hey, jailbird! Where's the robot?
I've been trapped in here this whole time.
What was it, remote control,
autopilot? Spill it.
Max: Kids, was the power out when you were in here?
You two didn't happen to do anything
with the battery, right?
-What was that about? -I bet you know.
I'm sure the industrious sleepwalker
has a much better idea.
-Wait, what? -It's gone, the battery.
I have no idea what happened to it.
[ Indistinct conversations ]
What's going on here?
-Ben? -Vilgax?
[ Groans ] Okay, let's see.
Vilgax playing coy, creepy.
Missing robot, double creepy, and now the Rustbucket.
Something is up. I can feel it.
Uh, Ben, what are you drawing?
Huh?
♪♪
Ben: What is this?
As I said before, it's fate.
I have to go hero.
Uh, I'm losing it. I'm losing it. Stay back!
-Fate, fate, fate, fate. -Whoa!
Aah! [ Coughs ] I was already awake.
Oh, sorry about that.
What are we doing out here? What time is it?
3:00 a.m. You were sleep aliening as Shock Rock.
Sleep aliening?
Please tell me I didn't break anything.
So, um, not exactly,
but you have been building something.
I built that? Are you sure?
I saw you starting to move the robot parts,
so I decided to keep an eye on you.
Because that's not creepy.
You zombie off to build this thing,
and I'm the creepy one?
Come on, Ben. What's wrong?
[ Sighs ] Okay, I'll tell you, but you have to promise
not to say anything to Grandpa Max.
So it started when I tuned in to those voices.
You aren't still listening to them, are you?
What? They helped me last time.
Helped us get into this mess.
Ugh, which I was about to clean up.
Ow, what's that about? Aah!
What's it doing?
Cleaning up junk.
Maybe my subconscious wanted to help me do chores.
[ Electricity crackling ]
[ Both scream ]
Gwen, are you okay? -I'm fine.
Going alien would be nice, though, soon.
-Right. -Fate.
Ben!
♪♪
Hey, Junkbot!
That's no way to treat your maker!
Take that, you heap of... Oh!
Oh...
Ben, Gwen, what's going on?
Grandpa, I didn't...
Ah, you know me. I built that.
I'm sorry?
It's okay, Ben. We've got more pressing issues.
How about you make up for it
by trashing this thing quick?
I won't let you mess with my family.
Whew! How does Ben have energy to do this?
She goes down center lane. Strike!
Good thing you're bad at building robots, Ben.
Aww, need a bandage for your cut?
[ Both scream ]
Whoa!
It's evolving itself.
Not if I have anything to say about it.
Have a taste of this special move!
Non-stop drill top!
Sorry I had to split you up, but you've been a bad robot.
Aw, yeah!
Are you kidding me?
Okay, so back for seconds? Two can play that game.
Oh!
Huh? He just timed me out.
If only Ben had an alien strong enough
to beat that thing.
Wait a second. Maybe I do.
Ben, where are you going?
Don't even think about it, Tennyson!
Already did.
I don't know what mind games you're trying to play here,
but you better not make me regret this.
♪♪
This is exactly what the Fulmini want!
Listen to me! You're only going to let them in!
It knows you're one of them. Get out of here before it's...
Sorry, Vilgax. No time for that now.
You're coming out of that box, whether you like it or not.
Tennyson, you fool!
Wow! Actually, this is awesome.
I feel like a whole new Shock Rock.
I bet I don't even need your help anymore.
What? Since when can Shock Rock make energy beams?
Whoo! Ha ha, time to take this power-up for a test run!
I'll hold it off.
Just get as far away as you can.
Like I'm falling for that.
You just don't want to deal with Turbo-Shock Rock
when I'm finished taking care of business with this scorpion bot!
No way you're coming back after this!
Uh, okay. This isn't working.
Quit sucking up my energy!
Let go of me!
Ugh.
No!
It's too late!
Aah!
-Ben! -What's going on?
The Omnitrix! -That doesn't look good.
I bet Vilgax knows something about this.
[ Grunting ]
Vilgax, what happened...
I'll tell you what happened here, boy.
You just told the Fulmini where you live,
and now they're coming to find you.
Like I'm supposed to believe your squid face.
You've been trying to destroy me all summer.
Insult me if you wish, child.
You doomed this planet
just as I always said you would.
But I don't even know what I did.
Is the Omnitrix about to explode or something?
Ha!
To save this planet, child, you don't take it off.
You go inside it.
Inside the Omnitrix? Now I know you're lying.
The signal released by that heap of rampaging refuse
established a gateway.
A gateway through which the most unstoppable army
in the cosmos will invade Earth, the Fulmini Empire!
Fulmini? What is that, Italian?
Is that supposed to make me nervous?
It only makes me hungry.
Guys, Earth doomed, remember?
Right. So what does this Fettuccine Empire
have to do with my watch going all weird?
Fulmini!
It's the real name of the alien race
you call Shock Rock.
The gateway you opened is inside the Omnitrix.
Inside?
Well, they got to be tiny. They try to get out,
I'll just go Four Arms and squash them!
Fool! They are an energy-based species!
Once they escape the confines of your watch,
they will use the Earth against itself.
They must be stopped before they set foot on solid ground.
Tennyson family, huddle. What should I do?
I can't trust Vilgax. He's Vilgax.
There's an old Italian saying, Ben,
"Keep your friends close and your enemies closer."
You know what that means?
That you're still thinking about Italian food?
Yes, but also...
Look, Vilgax is our enemy.
Grr!
These Fulmini are our enemy, too,
but they're also Vilgax's enemy.
And the enemy of your enemy is?
Ben: My frenemy?
What if this is just another one of his schemes
to get his tentacles on my watch?
We need his help.
Why does he care about this planet all of a sudden?
I don't. However, the fate of the universe,
and more importantly the Omnitrix, are at stake.
I know the device better than anyone.
I am the only one who can stop this invasion.
Fine, but you better be telling the truth, or else.
Yeah, and we'll stand guard. If anyone other than my cousin
comes back out safe and sound...
There will be calamari on the menu.
Uh, sorry, still got Italian food on the brain.
If you are finished with your threats,
the Omnitrix, if you please.
♪♪
Hey! What are you doing?
Your feeble mind wouldn't understand.
No, but I know who would.
[ Grunts ]
♪♪
-May I continue? -Be my guest.
Now be still while I activate the transport access portal.
Ah, I see.
Built in for maintenance of the device. How clever.
I must say, transport access panel
is a bit of a mouthful.
You might consider using the acronym TAP,
as in tap, tap, tapping at the door.
Although, I do have security concerns.
Whoa! What are you doing?
Tap, tap, tap.
Well, I'll be in the Rustbucket.
The Rustbucket? For what?
Gonna make some pasta.
Something tells me it's gonna be a long night.
I guess I'll, uh, wait here.
[ Groans ]
Your resilience is impressive.
[ Groans ]
Get up, Tennyson!
That felt weird. Where are we?
We're inside the loading chamber.
Loading chamber? Inside the Omnitrix?
This is where the aliens' genetic materials
combine with your inferior human DNA.
So that's XLR8, Heatblast, Diamondhead.
Wait, what's up with that one?
It should be Upgrade, but it's full of the Shock Rock
or Fulmin -- whatever-you-call-it energy.
Strange, very strange.
Speaking of strange, how did you know about the TAP?
There are many things I know about the Omnitrix
that you are unaware of, Tennyson,
and I will not bother explaining.
To wit, we will never stop this invasion
if you question me at every turn!
Well, excuse me! You've only been trying to --
Transform, Tennyson!
Transform? How?
No watch, remember?
The Omnitrix is keyed to your DNA.
Make contact with one of the pods.
Whoa, it's all gooey.
Sweet.
Ha, knocked their energy right out of their shells.
You're welcome. -We're hardly done here.
Chillax, Villy-willy. We got this.
You chill, axe!
I can do this all... Uh-oh.
Hey, Cannonbolt. He'd be useful right now.
Oh, watch it, Tennyson!
Sorry, Gax-man. You just got to keep up.
Wapow! Wapow! Wapow-pow-pow. Whoops.
Enough! We're getting nowhere like this.
♪♪
Maybe you need to get out of my way.
I'm doing fine without much help from you.
You feeling lucky, punks?
Pew-pew, pew-pew, pew, pew, pew, pew, pew!
You're fighting like a brash child!
Look what you've done.
That will be the first of millions of Fulmini
to invade your planet unless we succeed.
I hope Gwen and Grandpa make a better team than we do.
First course, abbondanza!
Ben?
-I don't think that's Ben. -[ Growls ]
It's definitely not Ben.
Oh, boy.
Will they ever stop coming?
We need to push the Fulmini back...
[ Grunting ]
...and lock down this chamber.
Lock down the chamber?
But then I won't have access to the DNA pods.
I'll just be... -Useless, as usual.
Man, I really hate this guy.
There's got to be another way.
I always knew you were too childish to do the smart thing,
but know I realize you're also too selfish
to do the right thing.
Your Earth is at stake!
Fine!
[ Grunts ]
Come!
No one is getting back in there now.
Let's go.
Now what?
We find the portal,
the breach where the Fulmini are entering.
We must simply choose the right path.
Just pick one. Watch me.
Uh, nope, not that way.
[ Pants ]
Ee! Oh! Oh!
Oh! No good.
We may have a problem.
We're too late. They'll overrun us soon.
Aw, you big wimp.
You know what I say? More for the barbecue.
Ah, great, I made myself hungry again.
Stop. You'll set off
the Omnitrix's security protocols.
So?
They'll destroy us
before the Fulmini get a chance to.
Hold them off while I try something.
Yah! Yah! Yah!
Hack faster! Yah!
Use some of your gross face tentacles
to push the buttons. Yah!
Don't distract me. I'm almost there.
Almost? Yah! Give me a break!
Ugh! Yah!
Ha! See? I told you.
You were saying?
Foam? Big whoop.
Bad foam.
Hurry up, save us!
Against my better judgment,
that is precisely what I'm trying to do.
Real mature, Vilgax.
Anytime.
Uh, after you.
Whoa! Whoa! Whoa! Whoa! Whoa!
Aah!
Ugh!
Oh, why do trap doors always lead to some crazy tube slide?
Ugh!
Ah-ha!
Wowzers. That's a lot of Fulmini.
And they're entering from that portal.
Whoa.
Oh, great.
Now I'm totally useless.
First intelligent thing you've said all day.
Ugh. Oh, yeah?
Well, for an evil genius, it sure took you long enough
to finally open that escape door.
-I didn't open that door. -What do you mean?
If you didn't open it, then who did?
I thought you could use a little help back there.
Whoa! Upgrade, is that you?
Not quite.
Call me Glitch.
[ Laughs ] Glitch, okay.
Looks like Upgrade with my head.
What could possibly be weird about that?
I'm sure you have questions, but for now...
run.
Ee!
Next time, look both ways.
[ Growls ]
Uh, Gwen, put the pedal to the metal
and get over here.
Ben better hurry up.
How long does it take to stop an alien invasion, anyhow?
We did it!
Not so sure about that.
Look. What in the world is going on in there?
Ben: Seriously, how many Fulmini
can fit inside this dang watch?
Ugh! Ugh!
Hey. Those are my moves.
Silence, fool. You're to blame for all this.
How do you figure that, fish head?
Actually, it's both your fault.
Wait, what?
When you two were battling,
and Ben used Upgrade to shut down the watch
and reboot the system, it caused a malfunction.
A massive feedback loop ravaged the in-system matrix,
destroying Upgrade's DNA pod.
To survive, the DNA fused with a DNA chain from the host.
Which host? Whoa. You mean me?
Glitch, at your service.
Rah! -Ugh! Whoa!
How do the Fulmini fit in?
I was forced to replace the destroyed pod with a new one.
The Fulmini's abilities
allowed it to absorb the excess charge.
That explains my upgrades.
Unfortunately, there was an unforeseen side effect.
Every time you accessed Shock Rock,
it sent a signal pulse back to its world.
You mean, I was giving those creeps directions?
I tried my best, but something circumvented my defenses,
opening a portal between our worlds.
That machine I made in my sleep!
And now we're all going to meet our doom,
thanks to your foolishness.
Hey. Didn't you hear?
If you hadn't been trying to steal my Omnitrix,
none of this would've happened. -Enough.
None of it matters if we don't stop the invasion.
Okay, fine. How do we do that?
Ugh.
With you staying out of our way.
Omnitrix upgrade defense mechanism initiated.
Rah!
Certainly an upgrade over Tennyson.
Oh, what? Now you're stealing my jokes, too?
The truth speaks for itself.
Yeah. Well, your face needs an upgrade.
My patience with you is wearing thin.
Quiet, both of you. Something is wrong.
My internal meters are spiking.
We've got company, powerful company.
♪♪
Who dares to defy the will of The High Override?
Where are we going?
The best way to close the portal is
by cutting off the energy supply
to their home-world generators.
You're talking about the Omni-core?
-Precisely. -The Omni...Who?
Slow down.
The portal is sustained
by powerful energy sources on both sides.
If we can reset it,
it should cause the portal to collapse.
And put an end to the invasion.
Okay. Let's do it. How do I help?
Wait here and be quiet.
No one knows the Omni-core better than I do.
Ben doesn't go, I don't go. -Thanks!
Even if he is technically useless.
Hey!
I'm starting to think he's not the only one.
Hey, hey. You know what?
I don't know what it is about you and your squid-face,
but something inside is making me want to punch it.
I was giving you the benefit of the doubt
that there was more Mechamorph in you,
but you're clearly more Tennyson.
Hmm.
Hmm!
Ho, ho! -No, you fool!
-Ben, wait! -Too late. Gah!
♪♪
You two keep bickering.
I've got some world-saving to do.
-No! -No!
Already cleared the way once. This will be easy.
Hi-yah! Uh...Huh?
But, wait, uh, I didn't...
It is common to be speechless
when in the presence of true power.
Who the heck are you?
I'm known by many names.
Huh! Yah!
But you can call me The High Override.
Ugh! Why? How?
Ben. We need to help him.
I've got a better idea.
Keep him busy. I'll take the core.
Wait. I -- I...
Uh-oh.
Whoa. Whoa. W-whoa.
Guh.
Vilgax, hurry!
[ Grunting ]
End him now, my new thrall.
[ Screams ]
[ Electricity crackling ]
♪♪
Yes, my Override.
[ Grunts ]
Aah!
Ugh.
Tennyson?
If this thing was connected to the other Fulmini,
maybe I can try and see what's going on in there.
Dah!
Did you see that? -Yeah.
I think it ran out of juice
the further it got from the watch.
-Ben? -Ben?
No, not exactly. Ben is in trouble.
I do not know what is about to happen,
but you must be prepared for anything.
Fetch my heart-burn medication.
[ Both grunting ]
♪♪
Extinguishing the Omni-core
means destroying this structure as well.
With the Omni-core, I will build a new Omnitrix,
my Omnitrix.
Betray your partners? Fitting.
[ Yells ]
Tennyson, fight it!
I offer you your Earth for the core.
The High Override does not deal.
Ah!
He conquers!
Aah!
Perhaps the Null Void between dimensions will suit you better.
Null Void? Aah!
No! No! No-o-o-o!
Enough games, open your Earth to me.
The High Override hungers.
♪♪
We can take whatever that thing can dish at us.
Let's just buy Ben enough time.
♪♪
I'm gonna need a bigger frying pan.
♪♪
Woo-hoo.
Sweet fancy cow, that's a lot of rocks.
A lot of persistent-energy reforming rocks.
Ugh.
There's too many of them.
It's almost like they're all being guided by something.
If only we could figure out what that is and stop it.
I have an idea.
♪♪
Whoa. Easy, now.
You wouldn't hurt a face like this?
Ah! Okay, so you would. Ah! Whoa.
Come on, Ben. We're practically brothers.
Ugh.
Sorry, Glitch.
I'm trying to fight it, but I'm just not...
Strong enough? No one is.
I am The High Override,
the supreme power of the Fulmini Empire.
Reap the energy of this world and deliver it to me!
Okay, laser secure. Are you sure about this, Gwen?
Nope, but it seems like the Ben thing to do.
That's what I'm afraid of.
Fire away, Grandpa!
-Ugh! -Dah!
Talk about a rocky road.
Ugh!
-Whoa. -Whoa.
Glad this thing has seat belts.
Too bad it doesn't have brakes.
Uh-oh. Ugh!
What in the world?
[ Both scream ]
It's good.
Did you just see that?
See it? I lived it.
-Ugh. -[ Groans ]
-Ugh. -Whoa. Ben!
Are you okay? Ben?
He seems to have gotten a makeover.
Something is not right, Grandpa.
Dispose of this inconvenience at once!
Ben, this isn't who you are.
You're part of Team Tennyson,
traveling coast-to-coast, remember?
And you hate being told what to do.
You're Ben Tennyson!
And you would never hurt your family.
♪♪
-[ Growls ] -Aah!
[ Groaning ]
[ Electricity crackling ]
Ugh, sorry about that, guys, lost my head for a minute.
-Ben! -Ben!
[ Laughter ]
The High Override: This will not stand.
No one overrides The High Override, no one.
Sorry, Your Highness, but Team Tennyson does.
We will see about that.
Uh-oh.
-Aah! -Aah!
Gotcha. Hang on, Tenny-sinos.
Who or what is this guy?
We saw him in some kind of projection earlier.
Guys, this is Glitch.
He's a mix of Upgrade DNA and me.
I think you should explain later.
Right now, we need to shut off the Omni-core
and break the portal and reset the Omnitrix.
Right. Wait. How am I supposed to do that, exactly?
To beat The High Override,
we'd all have to be super-powered aliens.
Actually...
...that's exactly what we'll do.
My pods!
The Omnitrix is key to Ben's DNA,
which prevents anyone else
from accessing the alien pods.
Hmm.
Because you two are related to Ben...
Ah! Oh!
Ha. I'm big and rolly.
What? No way.
Yeah!
Oh, what? Come on. Stink Fly? I want a do-over.
No time for do-overs. We've got a world to save.
Huh!
Ugh! Whoa!
Huh! Dah! Yeah!
Whoa. What do you call this alien?
Accelor-Arm Blast...
Diamond Heat... I'll -- I'll work on it.
More importantly, how are we
gonna stop The High Override?
Well, I've got an idea.
This invasion will proceed as planned.
The Fulmini will not rest until this planet is conquered
and harvested.
Diamondhead: Beep, beep. Coming through.
Woo-hoo.
-Huh! -Ha!
Hey. What's shaking? Did we miss the party?
Oh, the nuisance has returned,
this time, parading around in new skins,
but changing your form
won't change this planet's fate.
Eliminate them. -Oh, no, you don't.
-Ah! -Ah!
You meddlers do not know your place.
Oh, yeah? Well... your face is out of place.
Aah!
Hey, ugly, over here.
Ugh! Ugh! Ugh!
For someone with such... Ugh...supreme power...
Gah...your aim stinks.
You dare mock the Fulmini?
Oh.
Uh, shouldn't that be Full-mini?
You know nothing about Fulmini.
Oh! Ah!
Yes! Now is our chance.
Super Turbo Grandpa Throw!
Ugh!
Enough!
Huh. Pitiful.
Grandpa, ugh! Aah! Ugh. Ugh.
This is the best you can do?
Uh...Oh! Guh.
Are you three really the last defense
this planet has to offer?
-[ Groans ] -[ Groans ]
Well, that was fun while it lasted.
Oh, no.
You soft pink creatures
are no match for The High Override.
Entire galaxies bow before me, and you will be no exception.
Say goodbye to your planet.
[ Groaning ]
And say goodbye to your Omnitrix.
[ Grunts ] No! This is my DNA!
Huh?
This is my watch.
Impossible. I am The High Override.
I am the lord of the Fulmini Empire!
[ Grunting ]
I am the supreme power of the universe!
And I'm Ben Tennyson!
♪♪
The joke is on you.
You were actually fighting four of us.
Glitch, now!
Huh?
Hey.
[ Grunting ]
No!
Ah!
No-o-o-o!
[ Panting ]
Ho, hoo.
It worked?
-Ben! -You did it, Ben.
That was amazing.
-I'm proud of you. -Hey.
You totally punched that guy straight to space.
[ All yell ]
Guys, we need to get out of here.
-What -- what's happening? -Aah!
The Omni-core is rebooting itself.
A massive power surge
is going to cycle through the system,
and last time that happened...
Upgrade went bye-bye.
Quick, get in.
[ All yell ]
[ All scream ]
Look!
Ben: [ Gasps ] Are those all alien pods?
How big is this thing?
Glitch: Let's not stick around to find out.
[ All screaming ]
Whoa. This is next-level.
What are you waiting for?
I know Vilgax is a big, evil jerk,
but he was right about one thing.
I really don't know anything about the Omnitrix.
You just saved the entire planet.
There's no one I trust with the Omnitrix
more than you.
And you said it yourself.
It's your DNA. It's your watch.
You and that thing are meant to be together.
Yeah. You're right.
We -- we're pretty great, aren't we?
[ Laughter ]
Wait. What happened to Glitch?
All right, Glitch. You can come out now.
You don't think that reboot fixed the Glitch?
[ Gasps ] He sacrificed himself?
Glitch?
[ Horn honks ]
[ All gasp ]
Looks like we've got a new addition to the family.
Woo-hoo. Yeah!
♪♪