1
00:00:01,688 --> 00:00:03,773
♪♪

2
00:00:07,026 --> 00:00:08,319
♪ Ben 10! ♪

3
00:00:08,403 --> 00:00:10,405
♪ Ben 10! ♪

4
00:00:10,488 --> 00:00:11,447
♪ Ben 10! ♪

5
00:00:11,531 --> 00:00:12,448
♪ Ben 10! ♪

6
00:00:12,532 --> 00:00:13,616
♪ Ben 10! ♪

7
00:00:13,700 --> 00:00:14,867
♪ Ben 10! ♪

8
00:00:14,951 --> 00:00:16,786
♪ Ben 10! ♪

9
00:00:16,869 --> 00:00:18,955
♪ Ben 10! ♪

10
00:00:21,833 --> 00:00:24,752
[ Suspenseful music plays ]

11
00:00:24,836 --> 00:00:29,257
♪♪

12
00:00:29,340 --> 00:00:30,466
Now, if you could
give me a lift

13
00:00:30,550 --> 00:00:31,551
to do a couple
of adjustments

14
00:00:31,634 --> 00:00:32,593
to the main thruster,

15
00:00:32,676 --> 00:00:34,303
we'll be ready
to head out.

16
00:00:34,387 --> 00:00:35,930
[ Whirring ]

17
00:00:36,013 --> 00:00:38,641
Whew! This baby's
gonna need some more TLC

18
00:00:38,725 --> 00:00:41,185
before I feel good
about crossing the Atlantic.

19
00:00:41,269 --> 00:00:43,104
Ben, can you get me
a Phillips screwdriver?

20
00:00:43,187 --> 00:00:46,232
[ Zap! ]

21
00:00:46,315 --> 00:00:47,108
How about a hammer?

22
00:00:47,191 --> 00:00:48,985
[ Zap! ]

23
00:00:49,068 --> 00:00:50,987
[ Thudding ]

24
00:00:51,070 --> 00:00:52,321
7/16 socket wrench?

25
00:00:52,405 --> 00:00:54,365
[ Zap! ]

26
00:00:54,449 --> 00:00:55,867
Anh, close enough.

27
00:00:55,950 --> 00:00:57,618
[ Zap!]
What do you expect?

28
00:00:57,702 --> 00:01:00,496
You lost me at 7/16.
-How's it coming?

29
00:01:00,580 --> 00:01:02,081
Do we really have
to go to Europe?

30
00:01:02,165 --> 00:01:04,625
I mean, are they gonna
have milkshakes over there?

31
00:01:04,708 --> 00:01:06,043
What about video games?

32
00:01:06,127 --> 00:01:07,795
I have needs, you know?!

33
00:01:07,879 --> 00:01:09,714
Sounds like someone's
a little homesick,

34
00:01:09,797 --> 00:01:11,674
and we haven't
even left home yet.

35
00:01:11,758 --> 00:01:12,717
I'll tell you what:

36
00:01:12,800 --> 00:01:14,469
I saw a Biggie Box
up the road.

37
00:01:14,552 --> 00:01:15,720
While I finish up here,

38
00:01:15,803 --> 00:01:17,096
why don't you two run
to the store

39
00:01:17,180 --> 00:01:18,264
and see if there's
any last-minute items

40
00:01:18,347 --> 00:01:19,766
you're gonna need
for the trip?

41
00:01:19,849 --> 00:01:22,602
Ooh, right. I better get
some backup Sumo Slammers.

42
00:01:22,685 --> 00:01:26,147
Who knows if they even
have toys in Europe?!

43
00:01:26,230 --> 00:01:28,316
He has a lot to learn
about the world.

44
00:01:28,398 --> 00:01:29,942
And socket wrenches.

45
00:01:30,026 --> 00:01:31,903
[ Rock flourish plays ]

46
00:01:31,986 --> 00:01:36,032
[ Melancholy tune plays ]

47
00:01:36,115 --> 00:01:37,492
I think you're
worrying too much

48
00:01:37,575 --> 00:01:39,326
about leaving America,
but, sometimes,

49
00:01:39,410 --> 00:01:40,995
you just gotta get out
of your comfort zone

50
00:01:41,078 --> 00:01:43,122
and see what's out there.
-But everything I like

51
00:01:43,206 --> 00:01:47,210
is here, like water,
and trees.

52
00:01:47,293 --> 00:01:48,628
And that!

53
00:01:48,711 --> 00:01:50,087
[ Angelic choir sings ]
That's the America

54
00:01:50,171 --> 00:01:52,590
I'm gonna miss.

55
00:01:52,673 --> 00:01:53,800
[ Sniffing ]

56
00:01:53,883 --> 00:01:57,261
Ah! You smell that?

57
00:01:57,344 --> 00:01:59,096
That's the smell of home.

58
00:01:59,180 --> 00:02:01,974
Now, if you need me,
I'll be in my study.

59
00:02:02,058 --> 00:02:04,519
By that, I mean
the Sumo Slammers aisle.

60
00:02:04,602 --> 00:02:06,604
-I know.
-Great.

61
00:02:06,687 --> 00:02:09,147
Oh, Gwen!
Could you grab a cart?

62
00:02:09,231 --> 00:02:11,818
[ Jaunty tune plays ]

63
00:02:11,901 --> 00:02:20,326
♪♪

64
00:02:20,409 --> 00:02:23,079
[ Laughing ]

65
00:02:23,162 --> 00:02:24,288
No. way.

66
00:02:24,372 --> 00:02:26,706
[ Sloop! ]

67
00:02:26,791 --> 00:02:29,043
[ Suspenseful music plays ]

68
00:02:29,127 --> 00:02:32,213
[ Eerie music climbs ]

69
00:02:32,295 --> 00:02:33,214
[ Clattering ]

70
00:02:33,297 --> 00:02:34,590
[ Hurrying
footsteps ]

71
00:02:34,674 --> 00:02:35,883
Hey, did that kid
just...?

72
00:02:35,967 --> 00:02:37,093
That's no kid.

73
00:02:37,176 --> 00:02:38,928
That's Kevin.

74
00:02:39,011 --> 00:02:40,888
Kevin is the reason
I didn't eat lunch

75
00:02:40,972 --> 00:02:43,182
for 3 months
in the fourth grade.

76
00:02:43,266 --> 00:02:45,101
He's the reason
for my irrational fear

77
00:02:45,184 --> 00:02:46,686
of public bathrooms.

78
00:02:46,769 --> 00:02:48,271
He was in the grade
ahead of me

79
00:02:48,354 --> 00:02:49,981
and he never missed
an opportunity

80
00:02:50,064 --> 00:02:52,191
to humiliate me.

81
00:02:52,275 --> 00:02:54,443
In the halls.

82
00:02:54,527 --> 00:02:56,279
Whoa!
[ Bell rings ]

83
00:02:56,362 --> 00:02:57,363
During lunch.

84
00:02:57,446 --> 00:03:01,617
[ Sinister music plays ]

85
00:03:01,701 --> 00:03:02,410
Blech!

86
00:03:02,493 --> 00:03:04,704
At the library.

87
00:03:04,787 --> 00:03:06,831
[ Ding! ]
Aaaaaaaaaaaaaaaaah!

88
00:03:06,914 --> 00:03:09,709
♪♪

89
00:03:09,792 --> 00:03:11,252
Or going to the bathroom.

90
00:03:11,335 --> 00:03:14,088
[ Laughs
maliciously ]

91
00:03:14,171 --> 00:03:15,798
[ Thump! ]
-Ow!

92
00:03:15,882 --> 00:03:17,008
That's awful!

93
00:03:17,091 --> 00:03:18,676
What are the odds
that he'd show up here?

94
00:03:18,759 --> 00:03:20,636
I don't know,
but the odds are good

95
00:03:20,720 --> 00:03:22,221
that I'm gonna get
even with him.

96
00:03:22,305 --> 00:03:24,432
-I really don't --
-Hold that thought.

97
00:03:25,850 --> 00:03:28,019
♪♪

98
00:03:28,102 --> 00:03:29,228
[ Laughs
maliciously ]

99
00:03:29,312 --> 00:03:30,938
It's the little
things in life.

100
00:03:31,022 --> 00:03:32,607
[ Whistle ]

101
00:03:32,690 --> 00:03:34,942
I think this stinker
finally needs a taste

102
00:03:35,026 --> 00:03:36,652
of his own medicine.

103
00:03:36,736 --> 00:03:37,862
[ Adventure music plays ]

104
00:03:37,944 --> 00:03:39,113
[ Zap! ]

105
00:03:39,196 --> 00:03:42,408
♪♪

106
00:03:42,491 --> 00:03:44,493
[ Sproing! ]

107
00:03:44,577 --> 00:03:45,828
♪♪

108
00:03:45,912 --> 00:03:48,539
[ Resonating ]

109
00:03:48,623 --> 00:03:50,666
[ Snap! ]

110
00:03:50,750 --> 00:03:52,710
[ Fluttering ]

111
00:03:52,793 --> 00:03:56,380
Hey, Kev. Look who's
got the power now.

112
00:03:56,464 --> 00:03:58,633
Let's see if you think
this is funny.

113
00:03:58,716 --> 00:04:00,176
[ Zap! ]
-Huh! Hyuh!

114
00:04:00,259 --> 00:04:02,845
Well, well, well.
How you doin', old buddy?

115
00:04:02,929 --> 00:04:04,138
It's been a while.

116
00:04:04,221 --> 00:04:06,599
I like the new look,
especially the designer.

117
00:04:06,682 --> 00:04:08,935
[ Suspenseful music plays ]

118
00:04:09,018 --> 00:04:10,478
Another Omnitrix?!

119
00:04:10,561 --> 00:04:11,687
[ Beep ]

120
00:04:11,771 --> 00:04:17,985
♪♪

121
00:04:18,069 --> 00:04:21,322
[ Whirring ]

122
00:04:21,405 --> 00:04:24,367
Cool. This thing
was made for fun.

123
00:04:24,450 --> 00:04:25,743
Let's dance!

124
00:04:25,826 --> 00:04:26,911
[ Footsteps thumping ]

125
00:04:26,994 --> 00:04:29,455
Oh!
-Aah!

126
00:04:29,538 --> 00:04:31,457
Oh, come on,
you big chicken,

127
00:04:31,540 --> 00:04:33,334
or whatever you are.

128
00:04:33,417 --> 00:04:35,252
The name's Stinkfly.

129
00:04:35,336 --> 00:04:37,546
What?!
Seriously, Stinkfly?

130
00:04:37,630 --> 00:04:41,008
[laughs]
Only you, man.

131
00:04:41,092 --> 00:04:43,511
I guess I could
call myself Barf-fly.

132
00:04:43,594 --> 00:04:45,637
Blagh!
[laughs maliciously]

133
00:04:45,721 --> 00:04:47,264
You got me
pretty good there.

134
00:04:47,348 --> 00:04:48,349
My turn!

135
00:04:48,432 --> 00:04:50,184
Whoa! No need to --

136
00:04:50,267 --> 00:04:55,356
♪♪

137
00:04:55,439 --> 00:04:58,150
Seriously? How long
have you had an Omnitrix?

138
00:04:58,234 --> 00:05:00,444
'Cause you seem
a little out of practice.

139
00:05:00,528 --> 00:05:02,989
Okay. I admit
I haven't had it long.

140
00:05:03,072 --> 00:05:05,324
A few nights ago,
I had this crazy dream.

141
00:05:05,408 --> 00:05:06,659
It was so vivid.

142
00:05:06,742 --> 00:05:08,411
[ Suspenseful music plays ]

143
00:05:08,494 --> 00:05:12,456
I had to jot down
what it showed me.

144
00:05:12,540 --> 00:05:16,002
They were plans,
designs, blueprints!

145
00:05:16,085 --> 00:05:17,920
No way I wasn't
gonna build it.

146
00:05:18,004 --> 00:05:19,672
I wasn't even sure
what it was for,

147
00:05:19,755 --> 00:05:21,590
but it didn't take
long to figure out

148
00:05:21,674 --> 00:05:24,552
and, with a few minor
modifications of my own,

149
00:05:24,635 --> 00:05:27,221
I got something
pretty awesome.

150
00:05:27,304 --> 00:05:30,391
What do you mean,
a few minor modifications?

151
00:05:30,474 --> 00:05:31,934
Here, let me show ya!

152
00:05:32,018 --> 00:05:34,395
Uh! Real matu-- Uh!

153
00:05:34,478 --> 00:05:36,605
-Aah!
-You've gotta get out of here.

154
00:05:36,689 --> 00:05:42,111
♪♪

155
00:05:42,194 --> 00:05:44,739
Your modifications
seem a bit glitchy.

156
00:05:44,822 --> 00:05:47,575
Whatever. I know better
than some stupid dream.

157
00:05:47,658 --> 00:05:50,745
I just need time to get
used to the upgrades.

158
00:05:50,828 --> 00:05:52,955
Oh! Uh-oh, gotta fly.

159
00:05:53,039 --> 00:05:54,248
[ Alert warbling ]

160
00:05:54,331 --> 00:05:55,833
Aw, man! [Zap!]

161
00:05:55,916 --> 00:05:57,334
[ Crying out ]

162
00:05:57,418 --> 00:05:59,128
Uahh!

163
00:05:59,211 --> 00:06:02,798
I think you might be due
for some minor modifications.

164
00:06:02,882 --> 00:06:05,426
Aw, did somebody's
powers go bye-bye?

165
00:06:05,509 --> 00:06:07,470
[ Panting ]

166
00:06:07,553 --> 00:06:09,013
[ Whirring ]

167
00:06:09,096 --> 00:06:11,891
Huah!

168
00:06:11,974 --> 00:06:14,185
Ben, you're wrecking
the whole store!

169
00:06:14,268 --> 00:06:15,811
I'm not doing the wrecking!

170
00:06:15,895 --> 00:06:18,355
I'm just waiting for the
Omnitrix to recharge.

171
00:06:18,439 --> 00:06:19,565
Well, you need
to figure out a way

172
00:06:19,648 --> 00:06:20,983
to lure him
out of here.

173
00:06:21,067 --> 00:06:24,403
Aah!

174
00:06:24,487 --> 00:06:25,738
Aha!

175
00:06:25,821 --> 00:06:27,323
There you are, Tennyson.

176
00:06:27,406 --> 00:06:29,366
Now, let's have
some real fun.

177
00:06:29,450 --> 00:06:31,535
Lure him out?
Should be easy.

178
00:06:31,619 --> 00:06:33,788
♪♪

179
00:06:33,871 --> 00:06:35,331
Huahh!

180
00:06:35,414 --> 00:06:36,791
Oh! Ow!

181
00:06:36,874 --> 00:06:38,709
Gotta find a place
to lay low for a bit.

182
00:06:38,793 --> 00:06:42,421
♪♪

183
00:06:42,505 --> 00:06:43,506
That should work.

184
00:06:43,589 --> 00:06:44,548
♪♪

185
00:06:44,632 --> 00:06:45,800
Whoa!

186
00:06:45,883 --> 00:06:53,099
♪♪

187
00:06:53,182 --> 00:06:55,142
♪♪

188
00:06:55,226 --> 00:06:56,727
Phew!

189
00:06:56,810 --> 00:07:03,526
[ Tender, sparkly
lullaby plays ]

190
00:07:03,609 --> 00:07:06,445
I bet you're wondering.
[ Warbling ]

191
00:07:06,529 --> 00:07:07,988
Hey! That's a new one.

192
00:07:08,072 --> 00:07:09,448
[ Zap! ]

193
00:07:09,532 --> 00:07:12,118
[ Adventure music plays ]

194
00:07:12,201 --> 00:07:18,040
♪♪

195
00:07:18,124 --> 00:07:20,292
[ Resonating ]

196
00:07:20,376 --> 00:07:24,171
[ Roaring ]

197
00:07:24,255 --> 00:07:27,550
Whoa-oa-oa!
This is awesome!

198
00:07:27,633 --> 00:07:30,719
I'll call this one
Giganti-gecko.

199
00:07:30,803 --> 00:07:32,429
No. That's no good.
[gasp!]

200
00:07:32,512 --> 00:07:34,807
Iguana Monster!

201
00:07:34,890 --> 00:07:36,142
No. That's weak.

202
00:07:36,225 --> 00:07:37,601
Roar Thing!

203
00:07:37,685 --> 00:07:41,313
Oh. Oh, maybe
Mega Stega-dude!

204
00:07:41,397 --> 00:07:44,400
[ Pop! ]
Humungousaur.

205
00:07:44,483 --> 00:07:50,322
Works for me.
Thanks, kid!

206
00:07:50,406 --> 00:07:51,949
Whoa!

207
00:07:52,032 --> 00:07:53,284
[ Clang! ]

208
00:07:53,367 --> 00:07:54,785
Oops!

209
00:07:54,869 --> 00:07:56,245
Uh-oh.

210
00:07:56,328 --> 00:07:57,830
[ Resonating ]

211
00:07:57,913 --> 00:08:00,040
Whah! Ohh.

212
00:08:00,124 --> 00:08:01,709
This is gonna take
some getting used to.

213
00:08:01,792 --> 00:08:03,002
Aaagh!

214
00:08:03,085 --> 00:08:06,297
Batter up!

215
00:08:06,380 --> 00:08:07,590
[ Laughs ]

216
00:08:07,673 --> 00:08:09,091
Okay. The tail can stay.

217
00:08:09,175 --> 00:08:12,136
[ Suspenseful music plays ]

218
00:08:12,219 --> 00:08:14,805
How far did he go?

219
00:08:14,889 --> 00:08:16,265
All right, Kev!

220
00:08:16,348 --> 00:08:17,683
Where are you at, buddy?

221
00:08:17,766 --> 00:08:20,269
Comin' atcha!

222
00:08:20,352 --> 00:08:21,854
[ Grunting ]

223
00:08:21,937 --> 00:08:23,898
[ Whimsical tune plays ]
[echoing] Cleanup.

224
00:08:23,981 --> 00:08:25,482
cleanup on aisles 14, 15,

225
00:08:25,566 --> 00:08:27,067
16, 17.

226
00:08:27,151 --> 00:08:28,444
Ahh!

227
00:08:28,527 --> 00:08:30,863
And...
aisles 22, 23,

228
00:08:30,946 --> 00:08:32,907
and 24.

229
00:08:32,989 --> 00:08:34,825
[ Glass shattering ]
Ohh!

230
00:08:34,909 --> 00:08:37,661
Uhh! You ready to go
again, kid?

231
00:08:37,745 --> 00:08:40,080
Grr!

232
00:08:40,164 --> 00:08:42,208
[Growl] Eww.

233
00:08:42,291 --> 00:08:44,877
[ Whirring ]

234
00:08:44,960 --> 00:08:46,003
[ Grunting ]

235
00:08:46,086 --> 00:08:46,962
[ Glass shattering ]
Oh!

236
00:08:47,046 --> 00:08:49,131
-Arrrrhhhh!
-Ooh!

237
00:08:50,883 --> 00:08:52,968
Ben! [grunts]

238
00:08:54,094 --> 00:08:57,765
[ Whimsical tune plays ]

239
00:08:57,848 --> 00:08:58,557
I quit.

240
00:08:58,641 --> 00:09:00,434
[ Both crying out ]

241
00:09:00,517 --> 00:09:02,144
[ Suspenseful music plays ]

242
00:09:02,228 --> 00:09:03,604
Ahhhhh....

243
00:09:03,687 --> 00:09:04,772
uhhh!

244
00:09:04,855 --> 00:09:06,148
Whoa! Ugh!

245
00:09:06,232 --> 00:09:07,650
Huh?

246
00:09:07,733 --> 00:09:11,153
If I'm goin' down,
you're coming with me!

247
00:09:11,237 --> 00:09:12,571
Oh, no!

248
00:09:12,655 --> 00:09:15,449
♪♪

249
00:09:15,532 --> 00:09:17,451
Not so fast, freak.
Uh!

250
00:09:17,535 --> 00:09:19,495
♪♪

251
00:09:19,578 --> 00:09:21,413
[ Alert beeping ]

252
00:09:21,497 --> 00:09:24,083
Oh, not now.
I need the muscle.

253
00:09:24,166 --> 00:09:26,585
I gotta beat him, somehow,
before I time out!

254
00:09:26,669 --> 00:09:29,630
[ Grunting ]

255
00:09:29,713 --> 00:09:31,090
[ Beeping continues ]

256
00:09:31,173 --> 00:09:33,133
Ben, just let it
time out!

257
00:09:33,217 --> 00:09:35,970
But I can't beat this guy
without my powers!

258
00:09:36,053 --> 00:09:37,096
Trust me!

259
00:09:37,179 --> 00:09:39,056
It's the only way
to win this!

260
00:09:39,139 --> 00:09:40,808
[ Beeping continues ]

261
00:09:40,891 --> 00:09:42,184
Come on, loser.

262
00:09:42,268 --> 00:09:44,728
I'm just getting started,
having my fun with you.

263
00:09:44,812 --> 00:09:46,605
Well, I'm done
having fun.

264
00:09:46,689 --> 00:09:49,525
[ Zap! ]

265
00:09:49,608 --> 00:09:52,945
Not cool, Tennyso-o-o-o-n!

266
00:09:53,028 --> 00:09:54,071
Unh!

267
00:09:54,154 --> 00:09:57,741
[ Adventure music plays ]

268
00:09:57,825 --> 00:09:59,994
This isn't over!

269
00:10:00,077 --> 00:10:01,328
I'll be back!

270
00:10:01,412 --> 00:10:04,498
[glug-glug]
I'll be ba-a-a-ck!

271
00:10:07,543 --> 00:10:08,919
[ Ding! ]

272
00:10:09,003 --> 00:10:11,088
Come on, kids.
We gotta go.

273
00:10:12,131 --> 00:10:13,382
Did you get
what you need?

274
00:10:13,465 --> 00:10:15,551
Both: Yep.

275
00:10:18,053 --> 00:10:20,180
[ Whirring ]

276
00:10:20,264 --> 00:10:23,100
[ Rotors whirring ]

277
00:10:23,183 --> 00:10:24,727
[ Warbling ]

278
00:10:24,810 --> 00:10:26,937
[ Smooth jazz plays ]

279
00:10:27,021 --> 00:10:28,564
Next stop: Europe.

280
00:10:28,647 --> 00:10:30,065
Are you ready
for this, Ben?

281
00:10:30,149 --> 00:10:32,151
Yeah.
I believe I am.

282
00:10:32,234 --> 00:10:34,320
However, I have a feeling
that this won't be

283
00:10:34,403 --> 00:10:36,488
the last we're gonna see
of good old Kevin.

284
00:10:36,572 --> 00:10:41,660
♪♪

285
00:10:41,744 --> 00:10:44,121
Unh!

286
00:10:44,204 --> 00:10:46,165
[ Warble ]

287
00:10:46,248 --> 00:10:47,458
[ Resonating ]

288
00:10:47,541 --> 00:10:48,959
[ Sinister music plays ]

289
00:10:49,043 --> 00:10:52,796
[ Whirring ]

290
00:10:52,880 --> 00:10:55,841
Hmm, interesting.

291
00:10:55,924 --> 00:10:58,427
I may have found
an even better candidate

292
00:10:58,510 --> 00:10:59,845
than Tennyson.

293
00:10:59,928 --> 00:11:02,014
♪♪

294
00:11:02,431 --> 00:11:11,315
♪♪

295
00:11:11,398 --> 00:11:14,693
♪♪

296
00:11:14,777 --> 00:11:17,071
[ Sloop! ]

297
00:11:17,154 --> 00:11:19,365
♪♪