1
00:00:01,688 --> 00:00:06,943
♪♪

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
00:00:21,958 --> 00:00:27,213
♪♪

11
00:00:27,296 --> 00:00:29,382
[ Engine revs ]

12
00:00:29,465 --> 00:00:30,508
[ Tires screech ]

13
00:00:30,591 --> 00:00:32,676
I-I think --
I think I lost him.

14
00:00:32,760 --> 00:00:34,595
Aaah!
[ Tires screech ]

15
00:00:34,679 --> 00:00:37,098
How could he be in
so many places at once?

16
00:00:37,181 --> 00:00:38,641
Gah!

17
00:00:38,725 --> 00:00:39,934
[ Tires screech ]

18
00:00:40,017 --> 00:00:43,730
Please...[Sobbing]
just leave me alone.

19
00:00:43,813 --> 00:00:45,106
[ Screams ] Oh!

20
00:00:45,189 --> 00:00:46,524
[ Grunts ]

21
00:00:46,607 --> 00:00:48,693
[ Groans ]

22
00:00:50,486 --> 00:00:52,238
[ Scoffs ]

23
00:00:52,321 --> 00:00:54,323
Feh! Oh, LaGrange...

24
00:00:54,407 --> 00:00:55,658
just look at what a mess

25
00:00:55,742 --> 00:00:57,410
that Tennyson brat
has made of you.

26
00:00:57,493 --> 00:00:58,494
[ Scoffs ]
[ Glass shatters ]

27
00:00:58,578 --> 00:01:00,163
I just want to rip that watch

28
00:01:00,246 --> 00:01:02,165
from his boorish little wrist.

29
00:01:02,248 --> 00:01:04,583
Forever Knight: LaGrange,
compose yourself.

30
00:01:04,666 --> 00:01:06,294
[ Gasps ]
Show yourself.

31
00:01:06,377 --> 00:01:09,922
You can call me
the Forever Knight.

32
00:01:10,006 --> 00:01:11,549
Wha-- Wha--
W-W-What do you want?

33
00:01:11,632 --> 00:01:16,261
The question, LaGrange,
is what do you want?

34
00:01:16,345 --> 00:01:18,389
[ Buzzards screech ]

35
00:01:18,473 --> 00:01:22,935
♪♪

36
00:01:23,019 --> 00:01:24,729
[ Engines rev ]

37
00:01:24,812 --> 00:01:27,148
Whoa, check out
all these cool cars.

38
00:01:27,231 --> 00:01:29,525
[ Chuckling ] And that one's
the coolest of them all.

39
00:01:29,609 --> 00:01:31,235
Glad you're such
a fan, Ben.

40
00:01:31,319 --> 00:01:35,072
I would agree this ride is
pretty lit, my dude.

41
00:01:35,156 --> 00:01:38,034
Ugh, only Phil could
make muscle cars lame.

42
00:01:38,117 --> 00:01:40,368
Phil: You guys are
in for a real treat.

43
00:01:40,453 --> 00:01:42,246
This is an especially
unique race.

44
00:01:42,330 --> 00:01:44,791
It's sponsored by
a mysterious new company:

45
00:01:44,874 --> 00:01:45,957
Galahad, Inc.

46
00:01:46,042 --> 00:01:47,627
They won't say
what the prize is.

47
00:01:47,710 --> 00:01:50,671
It could be anything --
a spot at a research team

48
00:01:50,755 --> 00:01:52,048
or a seat on a moon shuttle.

49
00:01:52,130 --> 00:01:53,758
It's got to be so --

50
00:01:53,841 --> 00:01:55,635
[ Sneezes ]
You okay?

51
00:01:55,718 --> 00:01:59,597
Don't worry about me,
just some desert allergies.

52
00:01:59,680 --> 00:02:02,016
Now, let me
show you the track.

53
00:02:02,099 --> 00:02:03,935
First there's
a straightaway...

54
00:02:04,018 --> 00:02:05,520
[Sneezes]...then
Side-Winder Alley...

55
00:02:05,603 --> 00:02:09,481
[Sneezes]...which takes you
up to Telescope Peak.

56
00:02:09,564 --> 00:02:10,733
Watch out for the rabbit.

57
00:02:10,817 --> 00:02:13,736
I mean, really watch out
for that rabbit

58
00:02:13,820 --> 00:02:15,571
and back down
for the final stretch.

59
00:02:15,655 --> 00:02:18,950
Announcer: Racers, make your way
to starting positions.

60
00:02:19,033 --> 00:02:21,118
Well, I guess I should
be getting --

61
00:02:21,202 --> 00:02:22,537
[ Sneezes loudly ]

62
00:02:22,620 --> 00:02:23,579
[ Horn honks ]

63
00:02:23,663 --> 00:02:25,373
Phil, are you sure
you're okay?

64
00:02:25,456 --> 00:02:26,624
Never better.

65
00:02:26,706 --> 00:02:28,960
I'm not sure
if you're going to make it.

66
00:02:30,503 --> 00:02:32,713
Hey, what if I race
in his place?

67
00:02:32,797 --> 00:02:35,842
I bet XLR8 will blow
all these jocks off the road,

68
00:02:35,925 --> 00:02:37,844
you know,
for Phil's sake.

69
00:02:37,927 --> 00:02:40,471
Well, only for
Phil's sake.
Yes!

70
00:02:40,555 --> 00:02:43,641
Good to see you, kid,
but you're not winning anything.

71
00:02:43,724 --> 00:02:46,102
Hey, I still remember
that stunt you pulled

72
00:02:46,185 --> 00:02:47,353
back at the Great Wall.

73
00:02:47,436 --> 00:02:49,564
We were supposed
to be friends.

74
00:02:49,646 --> 00:02:51,566
When it comes to racing,
there are no friends,

75
00:02:51,649 --> 00:02:53,317
only family.

76
00:02:53,401 --> 00:02:55,819
Oh, I've got family, Vin,
right here.

77
00:02:55,903 --> 00:02:58,197
I can respect that.
[ Engine revs ]

78
00:02:58,281 --> 00:03:01,701
Racers, start your engines!

79
00:03:01,784 --> 00:03:04,203
[ Engines idling ]

80
00:03:07,540 --> 00:03:08,666
Hot desert dogs!

81
00:03:08,749 --> 00:03:10,835
Get your hot desert dogs
right here.

82
00:03:10,918 --> 00:03:12,420
What are in these things
anyway?

83
00:03:12,503 --> 00:03:14,422
If you don't know,
then why did you --

84
00:03:14,505 --> 00:03:15,506
Never mind.

85
00:03:15,590 --> 00:03:17,091
With XLR8,
this is going to be

86
00:03:17,174 --> 00:03:19,552
easy-peasy ham and cheesy.
[ Beeping ]

87
00:03:19,635 --> 00:03:21,971
♪♪

88
00:03:22,054 --> 00:03:23,639
[ Warbling ]
Huh? Aah!

89
00:03:23,723 --> 00:03:24,765
What's going on?

90
00:03:24,849 --> 00:03:26,392
Transform already.

91
00:03:26,475 --> 00:03:29,478
Whoa. A-a-a-ah!

92
00:03:29,562 --> 00:03:30,688
[ Screams ]

93
00:03:30,771 --> 00:03:32,440
[ Grunts ]
What just happened?

94
00:03:32,523 --> 00:03:33,774
Well, well...

95
00:03:33,858 --> 00:03:36,819
I wonder who could have
given me this, huh?

96
00:03:36,903 --> 00:03:38,821
A remote-controlled device,
especially designed

97
00:03:38,905 --> 00:03:41,240
to neutralize
your fastest alien.

98
00:03:41,324 --> 00:03:43,533
Hey, no fair.
And go!

99
00:03:43,618 --> 00:03:45,494
[ Tires squeal ]
[ Coughs ]

100
00:03:45,578 --> 00:03:48,247
[ Beeping ]
Oh, come on. Come on.

101
00:03:48,331 --> 00:03:51,417
Diamondhead?
This is not gonna be good.

102
00:03:51,500 --> 00:03:54,337
[ Engines revving ]

103
00:03:54,420 --> 00:03:56,005
For glory.

104
00:03:56,088 --> 00:03:58,341
Vin Ethanol: For family!

105
00:03:58,424 --> 00:04:00,259
Bonjour, Ethanol.

106
00:04:00,343 --> 00:04:02,261
Did you do something new
with your hair?

107
00:04:02,345 --> 00:04:03,638
[ Laughs ]

108
00:04:03,721 --> 00:04:04,847
Grrr.

109
00:04:04,931 --> 00:04:07,975
[ Tires squeal ]

110
00:04:08,059 --> 00:04:10,144
[ Wind whistles ]

111
00:04:11,520 --> 00:04:12,521
[ Groans ]

112
00:04:12,605 --> 00:04:14,148
This is all
LaGrange's fault.

113
00:04:14,231 --> 00:04:16,901
If it wasn't for his little
anti-XLR8 thingy-ma-jig,

114
00:04:16,983 --> 00:04:19,403
I'd be in the winner's circle
by now.

115
00:04:19,487 --> 00:04:21,656
[ Screams ]

116
00:04:21,739 --> 00:04:23,366
-Ben, come on!
-Whoa.

117
00:04:23,449 --> 00:04:25,701
-You okay, kiddo?
-What happened back there?

118
00:04:25,785 --> 00:04:28,204
LaGrange showed up with some
weird remote thingy,

119
00:04:28,287 --> 00:04:31,248
and it jammed the watch,
so now XLR8 won't work.

120
00:04:31,332 --> 00:04:33,334
There's no way I can win
as long as he has it.

121
00:04:33,417 --> 00:04:35,294
-You kids are resourceful.
-Yes!

122
00:04:35,378 --> 00:04:39,799
We can review Phil's map
and come up with a plan.

123
00:04:39,882 --> 00:04:41,842
LaGrange: Why the cold
shoulder, Vin?

124
00:04:41,926 --> 00:04:44,178
That's no way
to treat your family.

125
00:04:44,261 --> 00:04:46,180
[ Groans ] I must say,
your commitment

126
00:04:46,264 --> 00:04:47,974
to the sudden treatment
is inspiring.

127
00:04:48,057 --> 00:04:49,225
[ Gasps ]
Qu'est-ce que c'est?!

128
00:04:49,308 --> 00:04:51,685
Uh, t-think
of how much better

129
00:04:51,769 --> 00:04:53,271
we race as a team, huh?

130
00:04:53,354 --> 00:04:57,858
Together or not at all,
remember?

131
00:04:57,942 --> 00:05:00,903
Always a fool
for sentimentality.

132
00:05:00,987 --> 00:05:02,530
[ Tires screech ]

133
00:05:02,613 --> 00:05:04,365
That was a dirty move,
and you know it.

134
00:05:04,448 --> 00:05:07,159
I have not even begun
to play dirty.

135
00:05:07,243 --> 00:05:10,663
♪♪

136
00:05:10,746 --> 00:05:11,789
Nice try.

137
00:05:11,872 --> 00:05:17,628
♪♪

138
00:05:17,712 --> 00:05:19,880
You're all out of
second chances, Buster.

139
00:05:19,964 --> 00:05:22,508
[ Tires screech ]

140
00:05:22,591 --> 00:05:24,301
How's the plan going
back there, kids?

141
00:05:24,385 --> 00:05:26,387
Okay, the racers
are just getting into

142
00:05:26,470 --> 00:05:27,805
Side-Winder Alley now.

143
00:05:27,888 --> 00:05:30,224
Everybody is gonna
be following this windy road,

144
00:05:30,307 --> 00:05:31,684
but it would save
a whole lot of time

145
00:05:31,767 --> 00:05:32,935
if you just
started here

146
00:05:33,019 --> 00:05:34,185
and went straight
for the finish.

147
00:05:34,270 --> 00:05:36,230
-Good enough for me.
-Ben, wait.

148
00:05:36,313 --> 00:05:37,857
Remember why
you're doing this.

149
00:05:37,940 --> 00:05:39,692
You can't let yourself
get distracted.

150
00:05:39,775 --> 00:05:40,860
Right.

151
00:05:40,943 --> 00:05:42,278
Cut over the mountain
straight to LaGrange,

152
00:05:42,361 --> 00:05:45,031
and crush his little
anti-XLR8 remote.

153
00:05:45,114 --> 00:05:47,742
No! Cut over the mountain,
go to the finish line,

154
00:05:47,825 --> 00:05:49,285
so you can win
the race for Phil.

155
00:05:49,368 --> 00:05:50,911
Oh. Oh, yeah.
Right.

156
00:05:50,995 --> 00:05:52,455
Win the race for Phil...

157
00:05:52,538 --> 00:05:53,581
[Whispering]
by catching LaGrange

158
00:05:53,664 --> 00:05:55,624
and smashing
his anti-XLR8 remote.

159
00:05:55,708 --> 00:05:57,376
What was that?
Sorry, Gwen.

160
00:05:57,460 --> 00:05:58,919
It's hero time!

161
00:05:59,003 --> 00:06:01,255
[ Growls ] Go, Rath.

162
00:06:01,338 --> 00:06:04,550
Why didn't you pick something
that can fly? Argh!

163
00:06:04,633 --> 00:06:13,350
♪♪

164
00:06:13,434 --> 00:06:14,727
Who's a cat and a half?

165
00:06:14,810 --> 00:06:16,520
Rath is a cat and a half.

166
00:06:16,604 --> 00:06:19,523
I'm going to rip and tear
that little --

167
00:06:19,607 --> 00:06:25,112
♪♪

168
00:06:25,196 --> 00:06:26,447
Come on, Rath.

169
00:06:26,530 --> 00:06:28,324
You ain't gonna let
some small fry like that

170
00:06:28,407 --> 00:06:30,367
rip this victory
out of your hands.

171
00:06:30,451 --> 00:06:31,577
Okay, okay.

172
00:06:31,660 --> 00:06:32,620
Eyes on the prize.

173
00:06:32,703 --> 00:06:33,788
No more distractions.

174
00:06:33,871 --> 00:06:35,915
Eyes on the bunny.
Aaaaaaaaaah!

175
00:06:35,998 --> 00:06:37,833
You're mine, little man.

176
00:06:37,917 --> 00:06:39,752
♪♪

177
00:06:39,835 --> 00:06:41,295
LaGrange: Oh, no shame
in coming in second

178
00:06:41,378 --> 00:06:42,922
to a superior driver.

179
00:06:43,005 --> 00:06:47,384
You ain't a driver, LaGrange.
You're a cheater.

180
00:06:47,468 --> 00:06:49,220
Oh, thank you as always

181
00:06:49,303 --> 00:06:51,722
for your sanctimonious
morale judgement,

182
00:06:51,806 --> 00:06:54,058
but I have a race to win.

183
00:06:54,141 --> 00:06:55,893
Hey, what are you --
Whoa!

184
00:06:55,976 --> 00:07:00,022
[ Tires screech ]

185
00:07:00,106 --> 00:07:02,525
Did you just try
to throw me off a cliff?

186
00:07:02,608 --> 00:07:05,027
Oh! [ Chuckles ]
Oh, you'll get over it.

187
00:07:05,111 --> 00:07:07,154
You never could stay mad
at family.

188
00:07:07,238 --> 00:07:09,323
You ain't my family,
LaGrange.

189
00:07:11,408 --> 00:07:13,494
[ Rath snarls ]

190
00:07:13,577 --> 00:07:14,995
Whoa, whoa, whoa.

191
00:07:15,079 --> 00:07:17,164
♪♪

192
00:07:17,248 --> 00:07:18,999
[ Meows ]

193
00:07:19,083 --> 00:07:21,418
♪♪

194
00:07:21,502 --> 00:07:23,963
I'm not a desert pancake?

195
00:07:24,046 --> 00:07:27,091
Awesome. Hmm.
Oh, it's the finish line.

196
00:07:27,174 --> 00:07:28,551
This is perfect.

197
00:07:28,634 --> 00:07:30,761
All I got to do is get
over there before...

198
00:07:30,845 --> 00:07:32,137
LaGrange.

199
00:07:32,221 --> 00:07:35,182
Wait, I feel like there's
something I'm forgetting.

200
00:07:35,266 --> 00:07:37,685
Gwen: You are doing
this for Phil...

201
00:07:37,768 --> 00:07:39,520
Phil.

202
00:07:39,603 --> 00:07:40,437
Hey, huh?

203
00:07:40,521 --> 00:07:42,356
I guess we'll never know.

204
00:07:42,439 --> 00:07:49,905
♪♪

205
00:07:49,989 --> 00:07:52,158
Slapback, huh?
Okay.

206
00:07:52,241 --> 00:07:55,411
I can work with this,
just got to...

207
00:07:55,494 --> 00:07:57,955
Whoa-whoa-whoa!

208
00:07:58,038 --> 00:07:59,832
Both: All right!

209
00:07:59,915 --> 00:08:01,709
♪♪

210
00:08:01,792 --> 00:08:04,253
[ Chuckles ]
The last leg of the race!

211
00:08:04,336 --> 00:08:06,589
Any more fancy
driving tricks

212
00:08:06,672 --> 00:08:08,883
you want to show off
before I win?

213
00:08:08,966 --> 00:08:09,925
Arghh.

214
00:08:10,009 --> 00:08:11,719
[ Engines rev ]

215
00:08:11,802 --> 00:08:14,680
[ Laughs ]
C'est magnifique!

216
00:08:14,763 --> 00:08:17,099
Nothing stands
between me and victory,

217
00:08:17,183 --> 00:08:20,685
not you and not that
horrible little --

218
00:08:20,769 --> 00:08:23,397
[ Tires screech ]

219
00:08:27,276 --> 00:08:29,945
Oh, the race,
I can still win this.

220
00:08:30,029 --> 00:08:32,531
[ Tires squeal ]

221
00:08:32,614 --> 00:08:35,200
[ Growls ]
What is wrong with my car?

222
00:08:35,284 --> 00:08:37,203
Why does she accelerate so slow?

223
00:08:37,286 --> 00:08:38,829
Something is
weighing it down --

224
00:08:38,912 --> 00:08:39,914
Aaah!

225
00:08:39,997 --> 00:08:40,915
Hiya.

226
00:08:40,998 --> 00:08:44,710
[ Indistinct shouting ]

227
00:08:48,297 --> 00:08:51,091
Vin, help!
These little creatures are...

228
00:08:51,175 --> 00:08:53,886
No! Noooo!

229
00:08:53,969 --> 00:08:57,348
I already told you,
that ain't gonna work anymore.

230
00:08:57,431 --> 00:08:59,475
[ Chuckling ]
Yeah! We got it.

231
00:08:59,558 --> 00:09:00,726
[ Indistinct shouting ]

232
00:09:00,809 --> 00:09:04,104
[ Cheers and applause ]

233
00:09:06,690 --> 00:09:09,360
[ Indistinct talking ]

234
00:09:16,951 --> 00:09:18,994
So much for not
getting distracted.

235
00:09:19,078 --> 00:09:20,287
Maybe something
happened.

236
00:09:20,371 --> 00:09:21,956
We should go back
and look for him.

237
00:09:22,039 --> 00:09:23,624
[ All cheering ]

238
00:09:23,707 --> 00:09:26,126
I got that thing away
from LaGrange.

239
00:09:26,210 --> 00:09:27,711
Great, but you were
supposed to go

240
00:09:27,795 --> 00:09:29,046
straight to the finish
for Phil.

241
00:09:29,129 --> 00:09:30,839
But -- But LaGrange
had this remote.

242
00:09:30,923 --> 00:09:34,510
It was messing with the watch.
I had to get it or...
Or what?

243
00:09:34,593 --> 00:09:36,637
Other people can take care
of LaGrange, you know?

244
00:09:36,720 --> 00:09:38,472
You have
violated parole.

245
00:09:38,555 --> 00:09:39,682
[ Indistinct shouting ]

246
00:09:39,765 --> 00:09:41,267
Ben, you made
a promise to Phil.

247
00:09:41,350 --> 00:09:42,726
I think you owe him
an apology.

248
00:09:42,810 --> 00:09:45,062
Did you see the end
of that race?

249
00:09:45,145 --> 00:09:48,816
Woof! Mighty
exhilarating driving.

250
00:09:48,899 --> 00:09:51,318
So what were
we talking about?

251
00:09:51,402 --> 00:09:52,945
I wanted to say
I'm sorry.

252
00:09:53,028 --> 00:09:55,030
I promised I was gonna
win you this race,

253
00:09:55,114 --> 00:09:56,824
but I let myself
get distracted

254
00:09:56,907 --> 00:09:58,993
by LaGrange's Omnitrix
jammer thing

255
00:09:59,076 --> 00:10:00,494
and made it all about me.

256
00:10:00,577 --> 00:10:01,745
Omnitrix jammer?

257
00:10:01,829 --> 00:10:03,289
-Huh?
-Fascinating.

258
00:10:03,372 --> 00:10:05,874
You wouldn't mind if I did
some studies on this, would you?

259
00:10:05,958 --> 00:10:07,167
You mean,
you aren't upset

260
00:10:07,251 --> 00:10:09,128
that I didn't win
that big prize?

261
00:10:09,211 --> 00:10:10,921
Oh, no, no, no.
Word on the street is,

262
00:10:11,005 --> 00:10:13,340
it was just a tour
of some nearby factory.

263
00:10:13,424 --> 00:10:14,842
Ah-choo!

264
00:10:14,925 --> 00:10:17,636
I probably shouldn't spend
any more time in this desert.

265
00:10:17,720 --> 00:10:19,513
[ Engine revs ]

266
00:10:19,596 --> 00:10:27,604
♪♪

267
00:10:27,688 --> 00:10:28,605
Yo.

268
00:10:28,689 --> 00:10:30,691
Ah, Mr. Ethanol.

269
00:10:30,774 --> 00:10:34,153
I believe congratulations
are in order.

270
00:10:34,236 --> 00:10:37,448
I have a job offer of sorts
I wish to extend.

271
00:10:37,531 --> 00:10:38,824
Thanks and all, Tin Man,

272
00:10:38,907 --> 00:10:40,409
but I'm gonna have to turn you
down on that one.

273
00:10:40,492 --> 00:10:42,411
I can drive circles
around LaGrange,

274
00:10:42,494 --> 00:10:44,455
but that win back there
wasn't clean.

275
00:10:44,538 --> 00:10:45,998
I don't deserve
your prize.

276
00:10:46,081 --> 00:10:47,333
Just hear my out.

277
00:10:47,416 --> 00:10:49,752
Perhaps job is not the best way
to put it.

278
00:10:49,835 --> 00:10:51,795
There's a place for you
in this...thing

279
00:10:51,879 --> 00:10:53,922
I'm putting together,
a consortium,

280
00:10:54,006 --> 00:10:55,591
a gathering of forces,

281
00:10:55,674 --> 00:10:58,344
a...family,
you might say.

282
00:10:58,427 --> 00:11:00,763
Family, huh?

283
00:11:02,848 --> 00:11:11,023
♪♪

284
00:11:11,106 --> 00:11:14,360
♪♪

285
00:11:14,443 --> 00:11:16,695
[ Slurps ]

286
00:11:16,779 --> 00:11:19,031
♪♪