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 00:00:21,916 --> 00:00:30,174 ♪♪ 11 00:00:30,258 --> 00:00:31,926 [ Mouse squeaks ] 12 00:00:32,009 --> 00:00:38,057 ♪♪ 13 00:00:38,141 --> 00:00:40,643 Ha! Caught ya! Huh? 14 00:00:40,727 --> 00:00:42,145 Better watch out, Grandpa Max. 15 00:00:42,228 --> 00:00:45,565 I think you're actually becoming a cat! [ Laughs ] 16 00:00:45,648 --> 00:00:46,774 Okay. I'll admit it. 17 00:00:46,858 --> 00:00:47,984 The costume may come off a little silly, 18 00:00:48,067 --> 00:00:49,444 but once you get suited up, 19 00:00:49,527 --> 00:00:51,946 it's pretty fun to just give over to your feline side. 20 00:00:52,029 --> 00:00:54,824 Fun if you like being really weird. [ Laughs ] 21 00:00:54,907 --> 00:00:58,077 Weird is coming to Top Tail not dressed as a cat. 22 00:00:59,328 --> 00:01:00,747 [ Laughs ] 23 00:01:00,830 --> 00:01:04,375 Fake cat Gwen just licked her fake paw! 24 00:01:04,458 --> 00:01:06,335 Oh, don't let him give you paws, Gwen! 25 00:01:06,419 --> 00:01:07,962 You've got to stay unfazed and fierce 26 00:01:08,045 --> 00:01:10,715 for the big obstacle course agility competition! 27 00:01:10,798 --> 00:01:13,259 Speaking of which, looks like they're ready 28 00:01:13,342 --> 00:01:14,802 to open up the exhibit hall. 29 00:01:14,886 --> 00:01:17,305 [ Indistinct shouting ] 30 00:01:17,388 --> 00:01:19,098 This place is awesome! 31 00:01:19,182 --> 00:01:21,142 I don't know if I'd call it awesome. 32 00:01:21,225 --> 00:01:24,520 I mean, who loves cats so much they're buying cat clothing? 33 00:01:24,604 --> 00:01:29,692 Hello? I wear a cat shirt, like, almost every day, remember? 34 00:01:29,776 --> 00:01:32,111 Huh, I always thought that was a beetle. 35 00:01:34,237 --> 00:01:35,823 "World's Tallest Scratching Post?" 36 00:01:35,907 --> 00:01:38,576 The weird just keeps getting weirder. 37 00:01:39,911 --> 00:01:41,913 Whoa, what's this about? 38 00:01:41,996 --> 00:01:43,498 This is where your cousin is going to 39 00:01:43,581 --> 00:01:45,166 dominate the cat-petition! 40 00:01:45,249 --> 00:01:49,337 The First Annual Top Tail Human Cat Obstacle Course! 41 00:01:49,420 --> 00:01:51,755 Welcome, one and all pussycat purveyors 42 00:01:51,838 --> 00:01:53,591 and feline enthusiasts! 43 00:01:53,674 --> 00:01:55,635 Steve: Uh, Bill, contestants will risk one of their 44 00:01:55,718 --> 00:01:59,096 nine lives to showcase their cat skills to conquer... 45 00:01:59,180 --> 00:02:01,224 The Catwalk of Fear! 46 00:02:01,307 --> 00:02:04,393 The Cardboard Scratcher Mountain of Mayhem! 47 00:02:04,477 --> 00:02:07,230 And the Yarn Balls of Doom! 48 00:02:07,313 --> 00:02:09,816 Human obstacle course? I'm in! 49 00:02:09,898 --> 00:02:11,192 Sorry, cuz, I don't think 50 00:02:11,275 --> 00:02:13,152 you fit the "weird requirements" for this one, 51 00:02:13,236 --> 00:02:16,697 but maybe I'll let you hold my trophy when I win. 52 00:02:17,490 --> 00:02:19,200 [ Indistinct chatter ] 53 00:02:19,283 --> 00:02:22,203 [ Laughter ] 54 00:02:22,286 --> 00:02:24,080 Just be the most cat. 55 00:02:24,163 --> 00:02:27,083 And with the exception of the small contestant in blue, 56 00:02:27,166 --> 00:02:29,710 these competitors look ferocious! 57 00:02:29,794 --> 00:02:32,755 Steve: Well, throw me a yarn ball and call me Fluffy. 58 00:02:32,839 --> 00:02:34,549 This competition is underway! 59 00:02:34,632 --> 00:02:35,716 Ben, over here! 60 00:02:35,800 --> 00:02:38,427 I snagged us some purr-fect seats! 61 00:02:38,511 --> 00:02:41,264 [ Chuckles ] Mm. 62 00:02:41,347 --> 00:02:43,391 First up, the Sphynx Warrior Cat! 63 00:02:43,474 --> 00:02:44,725 I may be no expert, Bill, 64 00:02:44,809 --> 00:02:47,603 but I'm 100% certain he will take the win. 65 00:02:47,687 --> 00:02:49,856 Well, not the first time I've been wrong. 66 00:02:49,939 --> 00:02:51,399 And not the last. 67 00:02:51,482 --> 00:02:55,528 Well, it looks like Lady Leopard has made it to the yarn balls! 68 00:02:55,611 --> 00:02:56,946 [ Splash ] 69 00:02:57,029 --> 00:03:01,158 Looks like that leopard leotard was all slip and no grip! 70 00:03:01,242 --> 00:03:03,160 Well, here comes the tough-toothed Sabre-Cat 71 00:03:03,244 --> 00:03:05,705 on the spin-y roll-y thingies! 72 00:03:05,788 --> 00:03:07,790 And down he goes! 73 00:03:07,874 --> 00:03:10,626 Ha-ha, take a bath, Sabre Kitty! 74 00:03:10,710 --> 00:03:13,713 These cats are weak sauce. I should be out there. 75 00:03:13,796 --> 00:03:17,383 Bill: Next up is Mr. Muscle Cat scaling the Cat Climb! 76 00:03:17,466 --> 00:03:20,553 Ooh! So far, not a single furry friend 77 00:03:20,636 --> 00:03:22,889 has made it anywhere near the finish line! 78 00:03:22,972 --> 00:03:25,474 Maybe this course is just too much to lick! 79 00:03:25,557 --> 00:03:26,893 Ah, don't speak too soon, Bill. 80 00:03:26,976 --> 00:03:28,895 There's still one contestant in the running, 81 00:03:28,978 --> 00:03:30,897 although I'm not sure such a tiny cat 82 00:03:30,980 --> 00:03:33,482 stands a chance against this brutal course. 83 00:03:33,566 --> 00:03:35,026 Whoo! Go get 'em, Gwen! 84 00:03:35,109 --> 00:03:37,069 Those other chuckleheads didn't even get close! 85 00:03:37,153 --> 00:03:38,738 I bet you wish you had a cat costume 86 00:03:38,821 --> 00:03:40,072 right about now, huh, Ben? 87 00:03:40,156 --> 00:03:42,700 Who needs a costume? I have aliens. 88 00:03:42,783 --> 00:03:44,118 Aliens aren't cats. 89 00:03:44,201 --> 00:03:46,579 Bill: Well, Lil' Blue Paw may be small, 90 00:03:46,662 --> 00:03:49,498 but she's certainly got her game face on! 91 00:03:49,581 --> 00:03:50,917 I'm not so sure how her face 92 00:03:51,000 --> 00:03:53,169 can help her through this ruthless course, Bill. 93 00:03:53,252 --> 00:03:55,463 It's a figure of speech, Steve! 94 00:03:55,545 --> 00:03:58,049 And the run begins in three... 95 00:03:58,132 --> 00:03:59,800 Be the most cat. 96 00:03:59,884 --> 00:04:01,093 Two... 97 00:04:01,177 --> 00:04:03,471 Well, hello there, new guy! 98 00:04:03,554 --> 00:04:05,056 One... I do like fur, 99 00:04:05,139 --> 00:04:07,683 but eating with claws is very frustrating to... 100 00:04:07,767 --> 00:04:09,977 You! Go! 101 00:04:10,061 --> 00:04:12,355 -What? -Ha-ha! 102 00:04:12,438 --> 00:04:15,191 What? 103 00:04:15,274 --> 00:04:16,651 Huh? 104 00:04:16,733 --> 00:04:18,360 Mice! 105 00:04:18,444 --> 00:04:20,237 [ Crowd gasps, screams ] 106 00:04:20,321 --> 00:04:22,073 Bill: Mouse infestation? 107 00:04:22,156 --> 00:04:23,491 Everyone stay calm. 108 00:04:23,574 --> 00:04:26,994 Cats chase mice, not the other way around. 109 00:04:28,162 --> 00:04:29,622 [ Roars ] 110 00:04:29,705 --> 00:04:33,459 ♪♪ 111 00:04:33,542 --> 00:04:35,503 Here comes Rath! 112 00:04:35,586 --> 00:04:37,338 Aah! What is that creature?! 113 00:04:37,421 --> 00:04:40,257 Who cares? There's a mouse on the loose! 114 00:04:40,341 --> 00:04:41,926 A Mouse? Aah! 115 00:04:42,009 --> 00:04:44,053 Ben, is this a new alien? 116 00:04:44,136 --> 00:04:47,139 [ Snarls ] Let me tell you something, G-pa Max! 117 00:04:47,223 --> 00:04:50,184 Rath never wanted to go to this kitty con in the first place! 118 00:04:50,267 --> 00:04:53,187 But since Rath is here, oh, yeah! 119 00:04:53,271 --> 00:04:54,772 You better get out your pens and papers 120 00:04:54,855 --> 00:04:58,567 'cause Rath is gonna take that obstacle course to school! 121 00:04:59,151 --> 00:05:00,611 [ Squeaking ] 122 00:05:00,695 --> 00:05:01,696 Ben? 123 00:05:01,779 --> 00:05:03,948 Rath wants that mouse! 124 00:05:05,741 --> 00:05:07,034 Ben, what are you doing? 125 00:05:07,118 --> 00:05:09,328 Rath isn't really sure, 126 00:05:09,412 --> 00:05:10,705 but Rath is not gonna lose 127 00:05:10,788 --> 00:05:14,083 a game of cat and mouse to a mouse! 128 00:05:14,166 --> 00:05:15,334 [ Squeaking ] 129 00:05:15,418 --> 00:05:18,838 [ Gasping, screaming ] 130 00:05:18,921 --> 00:05:20,756 [ Grunts ] Sorry! 131 00:05:20,840 --> 00:05:23,759 Rath is never sorry! 132 00:05:23,843 --> 00:05:25,094 Calm down, people! 133 00:05:25,177 --> 00:05:28,305 It's just a mouse and a giant rampaging tiger! 134 00:05:28,389 --> 00:05:30,182 We're, uh, we're safe up here in this box, right, Bill? 135 00:05:30,266 --> 00:05:33,352 Who knows? But while we were all distracted by rodents, 136 00:05:33,435 --> 00:05:37,231 Little Miss Blue Paw has cleared the first four obstacles! 137 00:05:37,314 --> 00:05:38,524 Incredible! 138 00:05:38,607 --> 00:05:40,568 Now, that's the right kind of cat-titude! 139 00:05:40,651 --> 00:05:43,237 Ha! She's moving on to the balance beam, Steve! 140 00:05:43,320 --> 00:05:45,614 She is just flying through this course! 141 00:05:45,698 --> 00:05:47,742 Meow, meow, meow, meow! I think she's just running, 142 00:05:47,825 --> 00:05:49,160 Steve, no wings. 143 00:05:49,243 --> 00:05:50,411 But what's this? 144 00:05:50,494 --> 00:05:52,580 [ All shouting ] 145 00:05:54,248 --> 00:05:57,626 Oh, looks like Little Blue has got a challenger! 146 00:05:57,710 --> 00:06:01,797 ♪♪ 147 00:06:01,881 --> 00:06:06,135 [ Snarling, grunting ] 148 00:06:06,218 --> 00:06:07,386 Gah! 149 00:06:07,470 --> 00:06:08,929 A-ha! 150 00:06:09,013 --> 00:06:10,014 Pbht! Pbht! 151 00:06:10,097 --> 00:06:11,682 -Aaah! -Looks like Tiger Man 152 00:06:11,766 --> 00:06:14,477 is a little upset! -He is tearing up the course 153 00:06:14,560 --> 00:06:16,103 and not in a good way! 154 00:06:16,187 --> 00:06:19,982 Ben, look out! Gwen is still on the course! 155 00:06:20,066 --> 00:06:20,941 Ah! 156 00:06:21,025 --> 00:06:23,694 -Ooh! -Ooh! 157 00:06:23,778 --> 00:06:26,572 Steve: Oh, baby, this little cat is a flying squirrel! 158 00:06:26,655 --> 00:06:29,492 Bill: Such grace! She makes this look easy! 159 00:06:29,575 --> 00:06:30,951 What exactly am I seeing? 160 00:06:31,035 --> 00:06:34,955 You're seeing Little Blue make it to the final obstacle! 161 00:06:35,039 --> 00:06:40,169 Aaaah! You can't escape Rath! 162 00:06:40,252 --> 00:06:42,129 Whoa, whoa. 163 00:06:42,213 --> 00:06:44,298 Aaah! 164 00:06:47,468 --> 00:06:51,597 She's so close to the finish line, she can taste it! 165 00:06:51,680 --> 00:06:52,890 Huh? 166 00:06:52,973 --> 00:06:54,308 Aaah! 167 00:06:54,391 --> 00:06:56,602 Unbelievable! Lil' Blue has done it! 168 00:06:56,685 --> 00:06:59,021 Yeah! Yes! [ Laughs ] 169 00:06:59,105 --> 00:07:00,481 Aaaah! 170 00:07:00,564 --> 00:07:04,819 The first and only catter to finish the entire course! 171 00:07:04,902 --> 00:07:08,155 [ Laughs ] Yeah! That's my grandkid. 172 00:07:08,239 --> 00:07:09,573 [ Panting ] 173 00:07:09,657 --> 00:07:10,616 What? 174 00:07:10,699 --> 00:07:13,869 [ All screaming ] 175 00:07:13,953 --> 00:07:15,246 Let me tell you something, 176 00:07:15,329 --> 00:07:18,999 pool of water placed here for my safety! 177 00:07:19,083 --> 00:07:23,170 If you think you can beat Rath, you got another thing coming! 178 00:07:23,254 --> 00:07:26,048 [ Grunting ] 179 00:07:26,132 --> 00:07:29,468 Gwen! [ Laughs ] You were purr-fect! 180 00:07:29,552 --> 00:07:32,680 Uh, thanks, but what was all that noise while I was -- 181 00:07:32,762 --> 00:07:34,348 Aaah! 182 00:07:34,431 --> 00:07:35,599 Wait. Is that Ben? 183 00:07:35,683 --> 00:07:39,060 Yep, new aliens galore. [ Chuckles ] 184 00:07:39,145 --> 00:07:40,771 Hey, Ben, what you up to? 185 00:07:40,855 --> 00:07:47,278 I don't know why, but I have to destroy this water! 186 00:07:47,361 --> 00:07:50,406 Aaah! What am I doing? 187 00:07:50,489 --> 00:07:52,408 Got a little carried away there, son. 188 00:07:52,491 --> 00:07:54,243 More like a lot carried away! 189 00:07:54,326 --> 00:07:55,578 [ Grunts ] 190 00:07:55,661 --> 00:07:57,246 What was up with all that yelling and smashing? 191 00:07:57,329 --> 00:08:00,166 I don't know. Just that alien was so -- 192 00:08:00,249 --> 00:08:02,209 so angry at everything! 193 00:08:02,293 --> 00:08:03,711 I didn't feel like me. 194 00:08:03,794 --> 00:08:06,380 [ Crowd screaming ] 195 00:08:06,463 --> 00:08:09,300 Oh, yeah, that's my bad, but don't worry! 196 00:08:09,383 --> 00:08:10,968 Slapback is on the scene! 197 00:08:11,051 --> 00:08:13,053 How is Slapback going to help?! 198 00:08:13,137 --> 00:08:15,598 Uh, easy. More hands means more help. 199 00:08:15,681 --> 00:08:18,267 I can just throw my selves up to the top of the post! 200 00:08:18,350 --> 00:08:22,146 Yeah, but each Slapback weighs, like, a billion pounds. 201 00:08:22,229 --> 00:08:23,480 Well, then how about Shock Rock? 202 00:08:23,564 --> 00:08:25,900 I'll make a plasma ramp for them to slide down. 203 00:08:25,983 --> 00:08:28,235 But you'll also electrify the pole. 204 00:08:28,319 --> 00:08:29,820 Okay. Well, then how about -- 205 00:08:29,904 --> 00:08:31,697 There's no more time for daydreaming. 206 00:08:31,780 --> 00:08:33,282 Somebody is gonna get hurt. 207 00:08:33,364 --> 00:08:34,782 Somebody? Anybody? 208 00:08:34,867 --> 00:08:36,743 Aw, man. I know a cat problem 209 00:08:36,827 --> 00:08:38,454 needs a cat solution, but I don't know 210 00:08:38,536 --> 00:08:40,873 if I've got a handle on this Rath cat yet. 211 00:08:40,955 --> 00:08:42,583 You do have a handle on him. 212 00:08:42,666 --> 00:08:44,877 You just need to embrace your inner cat. 213 00:08:44,960 --> 00:08:48,005 Yeah? Yeah! 214 00:08:48,088 --> 00:08:51,675 Clear a path for the Rath! 215 00:08:51,759 --> 00:08:54,261 I hope he can be more cat than that. 216 00:08:55,471 --> 00:08:57,765 Do people actually buy this stuff? 217 00:08:57,848 --> 00:09:00,809 -Yes, now hurry! -Righty, right, right. 218 00:09:02,269 --> 00:09:05,147 Cats up a tree. Rath may not be a firefighter, 219 00:09:05,231 --> 00:09:08,067 but he can still chop without an axe. 220 00:09:08,150 --> 00:09:09,526 [ Grunting ] 221 00:09:09,610 --> 00:09:10,486 Aah! 222 00:09:10,569 --> 00:09:12,738 Come on down, baby! 223 00:09:12,821 --> 00:09:14,490 Whoo! Yeah! 224 00:09:14,573 --> 00:09:17,159 No! Cutting it down is too dangerous. 225 00:09:17,243 --> 00:09:20,579 You have to embrace your inner cat, remember? 226 00:09:22,873 --> 00:09:25,209 [ Groans ] 227 00:09:25,292 --> 00:09:26,710 [ Exhales deeply ] 228 00:09:26,794 --> 00:09:29,713 Inner cat, inner cat, inner cat. 229 00:09:29,797 --> 00:09:32,258 Whoa! Help, tiger guy! 230 00:09:32,341 --> 00:09:33,884 Name's Rath. 231 00:09:33,968 --> 00:09:35,344 [ Panting ] 232 00:09:35,427 --> 00:09:36,845 I'm losing my grip! 233 00:09:36,929 --> 00:09:39,848 I don't want to land on my feet! 234 00:09:39,932 --> 00:09:42,059 Gotcha. Hang on. 235 00:09:42,142 --> 00:09:43,310 I think he's getting it. 236 00:09:43,393 --> 00:09:45,854 Yeesh. You cat people are heavy. 237 00:09:45,938 --> 00:09:47,356 [ Whimpering ] 238 00:09:47,439 --> 00:09:49,024 Aah! 239 00:09:49,108 --> 00:09:51,986 Gotcha, kitty, kitty, kitty. [ Groans ] 240 00:09:52,069 --> 00:09:55,239 Safe and sound! Oh, yeah! 241 00:09:55,322 --> 00:09:57,783 But how are you gonna climb down carrying all of us? 242 00:09:57,866 --> 00:10:00,869 Who said anything about climbing? 243 00:10:03,163 --> 00:10:04,707 I'm gonna get smashed! 244 00:10:04,790 --> 00:10:06,083 Aaaaah! 245 00:10:06,166 --> 00:10:08,377 Relax-ify. 246 00:10:08,460 --> 00:10:11,046 True cats always land on their paws. 247 00:10:11,130 --> 00:10:16,677 Now who wants a picture with The Rath Man? 248 00:10:16,760 --> 00:10:18,721 I -- I can't deal with all this. 249 00:10:18,804 --> 00:10:20,180 Way to go, Tiger. 250 00:10:20,264 --> 00:10:22,266 See what I mean about the cat inside taking over? 251 00:10:22,349 --> 00:10:25,311 Way to embrace your inner thing you thought was weird before. 252 00:10:25,394 --> 00:10:26,729 I got to admit, at first, 253 00:10:26,812 --> 00:10:28,939 your costume didn't look the part of a champion, 254 00:10:29,023 --> 00:10:30,232 and we judged you. 255 00:10:30,316 --> 00:10:31,734 As judges often do, Bill. 256 00:10:31,817 --> 00:10:33,694 But you definitely proved yourself 257 00:10:33,777 --> 00:10:35,612 a real Top Cat. 258 00:10:35,696 --> 00:10:36,572 Yes! 259 00:10:36,655 --> 00:10:37,906 Hey, what about me? 260 00:10:37,990 --> 00:10:39,867 I saved all those cat people. 261 00:10:39,950 --> 00:10:41,327 Oh, right. 262 00:10:41,410 --> 00:10:45,456 Here, runner-up wins this special, uh, cat hat. 263 00:10:46,457 --> 00:10:48,459 [ Laughs ] It looks good on you. 264 00:10:48,542 --> 00:10:50,336 Sure, it does. 265 00:10:50,419 --> 00:10:51,378 [ Squeaking ] 266 00:10:51,462 --> 00:10:53,797 -What? -The mouse is back. 267 00:10:53,881 --> 00:10:56,383 Gah! Get it off! Get it off! Get it off! Aah! 268 00:10:56,467 --> 00:11:00,054 Guess a mouse problem really does need a cat solution. 269 00:11:00,137 --> 00:11:02,222 Meow. 270 00:11:02,556 --> 00:11:12,983 ♪♪ 271 00:11:14,401 --> 00:11:16,487 Here comes Rath!