1
00:00:01,896 --> 00:00:04,064
[ Theme music plays ]

2
00:00:07,193 --> 00:00:09,445
-♪ Ben 10! ♪
-♪ Ben 10! ♪

3
00:00:10,446 --> 00:00:12,281
-♪ Ben 10! ♪
-♪ Ben 10! ♪

4
00:00:12,365 --> 00:00:13,574
♪ Ben 10! ♪

5
00:00:13,658 --> 00:00:16,869
-♪ Ben 10! ♪
-♪ Ben 10! ♪

6
00:00:16,953 --> 00:00:18,705
♪ Ben 10! ♪

7
00:00:22,125 --> 00:00:24,127
[ Theme music plays ]

8
00:00:24,210 --> 00:00:27,463
♪♪

9
00:00:27,547 --> 00:00:29,382
My Clocktopus remains
a punching bag

10
00:00:29,465 --> 00:00:32,593
for that Tennyson brat
and all his confounding aliens.

11
00:00:32,676 --> 00:00:36,264
It's like no one cares
about steam power anymore.

12
00:00:36,347 --> 00:00:38,266
Well, perhaps you'd stand
a better chance

13
00:00:38,349 --> 00:00:40,476
if you tried
a different approach.

14
00:00:40,560 --> 00:00:43,104
Who are you, oily child
of the sand dunes,

15
00:00:43,187 --> 00:00:44,522
and what do you know
of my struggles

16
00:00:44,605 --> 00:00:45,565
with the Tennyson brat?

17
00:00:45,648 --> 00:00:47,442
And do you like steam?
Oily?

18
00:00:47,525 --> 00:00:49,819
The name is Kevin,
and I'm the chief authority

19
00:00:49,902 --> 00:00:52,447
on Tennyson whooping,
and steam is dumb.

20
00:00:52,530 --> 00:00:56,451
Dumb? Wait. You defeated
Tennyson before?

21
00:00:56,534 --> 00:00:59,203
Uh, yeah,
loads of times, sure.

22
00:00:59,287 --> 00:01:03,332
Okay, how do you supposed
we vanquish our mutual nuisance?

23
00:01:03,416 --> 00:01:05,500
You're going to need
a modern makeover,

24
00:01:05,585 --> 00:01:08,212
and to do that,
you're going to need this.

25
00:01:08,296 --> 00:01:09,797
I...don't know
what that is.

26
00:01:09,881 --> 00:01:12,300
No, doofus.
This.

27
00:01:12,383 --> 00:01:14,761
I...still don't know
what that is.

28
00:01:18,431 --> 00:01:19,557
Draw! Draw!

29
00:01:19,640 --> 00:01:20,850
Aah! Aah!

30
00:01:20,933 --> 00:01:22,435
Watch yourself,
partner!

31
00:01:22,517 --> 00:01:24,395
No one -- But no one
can land a hit

32
00:01:24,479 --> 00:01:26,314
on ol'
Gorilla Gwen Tennyson.

33
00:01:26,397 --> 00:01:29,525
No one but her old nemesis
Bullseye Ben Tennyson!

34
00:01:29,609 --> 00:01:31,652
[ Both laughing ]

35
00:01:31,736 --> 00:01:32,987
Oh, kids.

36
00:01:33,070 --> 00:01:34,781
What's going on in here?

37
00:01:34,864 --> 00:01:36,657
Cleaning
the rust bucket.

38
00:01:36,741 --> 00:01:38,034
Ohh!
[ Grumbles ]

39
00:01:38,117 --> 00:01:39,868
Kids, we're
going outside.

40
00:01:39,951 --> 00:01:41,329
[ Birds cawing ]

41
00:01:41,412 --> 00:01:44,957
Ugh, it's no use.
Can't...go...on.

42
00:01:45,041 --> 00:01:46,793
Is that really
necessary, Ben?

43
00:01:46,876 --> 00:01:49,128
No, Grandpa.
He's right.

44
00:01:49,212 --> 00:01:51,880
We aren't...
going to...make it.

45
00:01:51,963 --> 00:01:53,758
We've barely even left
the parking lot.

46
00:01:53,841 --> 00:01:55,510
The town is
right there.

47
00:01:55,593 --> 00:01:57,178
Please, Gwen!

48
00:01:57,261 --> 00:01:58,888
End my misery!

49
00:01:58,971 --> 00:02:02,600
Oh, then I guess you'll miss the
site of the historic showdown,

50
00:02:02,683 --> 00:02:05,102
the deadliest battle
between the toughest outlaws

51
00:02:05,186 --> 00:02:06,354
in the Wild West.

52
00:02:06,437 --> 00:02:07,855
Both:
Showdown?

53
00:02:07,939 --> 00:02:09,689
[ Chuckles ] Yeah, I thought
that might wake you up.

54
00:02:09,773 --> 00:02:11,067
Less talk,
more showdown.

55
00:02:11,150 --> 00:02:13,736
[ Both chanting "showdown" ]
Hold on, you two.

56
00:02:13,820 --> 00:02:15,071
[ Creak! ]

57
00:02:15,154 --> 00:02:16,489
I feel
deliberately misled.

58
00:02:16,572 --> 00:02:19,450
What are you talking about?
This is living history.

59
00:02:19,534 --> 00:02:21,494
Living history looks
an awful lot

60
00:02:21,577 --> 00:02:23,621
like a parking lot
full of mannequins.

61
00:02:23,704 --> 00:02:26,249
Yeah, I'm sure I can find
a documentary about it

62
00:02:26,331 --> 00:02:28,042
that's more riveting.
Hmm.

63
00:02:28,125 --> 00:02:31,379
If only someone hadn't ruined
the tablet in a water fight.

64
00:02:31,462 --> 00:02:32,672
Oh, right.

65
00:02:32,755 --> 00:02:34,674
Well, I guess there's
nothing left to do

66
00:02:34,757 --> 00:02:38,302
but lie down in the dirt
and shrivel up like a raisin.

67
00:02:38,386 --> 00:02:39,637
Oh, come on.

68
00:02:39,720 --> 00:02:42,014
Lots of exciting things happen
in the Wild West.

69
00:02:42,098 --> 00:02:42,849
Prove it.

70
00:02:42,932 --> 00:02:44,057
Both: Aah!

71
00:02:44,141 --> 00:02:47,228
Hey, trying to get
my raisin on here.

72
00:02:47,311 --> 00:02:48,938
[ Ticking ]

73
00:02:49,021 --> 00:02:51,732
It's the Clocktopus!
All: Ha!

74
00:02:51,816 --> 00:02:53,568
Uh, why isn't it
doing anything?

75
00:02:53,651 --> 00:02:55,903
And since when
does Steam Smythe use lasers?

76
00:02:55,987 --> 00:02:57,822
Okay, I'm
in settings.

77
00:02:57,905 --> 00:02:59,824
No one cares
about the clock.

78
00:02:59,907 --> 00:03:01,492
Just shoot more lasers
at them.

79
00:03:01,576 --> 00:03:03,160
Of course people care
about the clock!

80
00:03:03,244 --> 00:03:05,204
It's a Clocktopus!
Look, just let me --

81
00:03:05,288 --> 00:03:07,665
No! I am the captain
of this construct.

82
00:03:07,748 --> 00:03:11,836
So should I go alien and start
punching it now, or...?

83
00:03:11,919 --> 00:03:13,087
All: Aah!

84
00:03:13,170 --> 00:03:17,925
♪♪

85
00:03:18,009 --> 00:03:21,345
Oh, man. Steam Smythe
really stepped up his game.

86
00:03:21,429 --> 00:03:23,848
Get away from my controls,
you ruffian.

87
00:03:23,931 --> 00:03:25,432
Will you just
let me -- There.

88
00:03:25,516 --> 00:03:27,435
That's where you change
the date and time.

89
00:03:27,518 --> 00:03:28,936
Oh!
Splendid.

90
00:03:29,020 --> 00:03:31,022
[ Beeps ]
Look at that.

91
00:03:31,105 --> 00:03:33,900
Young Master Tennyson
right in our sights.

92
00:03:33,983 --> 00:03:37,278
Whoa!
Aah!

93
00:03:37,361 --> 00:03:42,783
♪♪

94
00:03:44,869 --> 00:03:46,621
Watch where you're
aiming those things!

95
00:03:46,704 --> 00:03:49,665
My aim was true --
a direct hit on that brat!

96
00:03:49,749 --> 00:03:51,667
Slapback: Hey, Smythe!
You in there?

97
00:03:51,751 --> 00:03:53,461
Thanks for
the hand, buddy.

98
00:03:53,544 --> 00:03:55,504
Yeah, you have no idea
how hard it is

99
00:03:55,588 --> 00:03:57,548
to hit that button
on my own.

100
00:03:57,632 --> 00:03:58,799
Ugh!

101
00:03:58,883 --> 00:04:00,259
[ Laughs ]

102
00:04:00,343 --> 00:04:02,136
♪♪

103
00:04:02,219 --> 00:04:04,055
[ Groans ]

104
00:04:04,138 --> 00:04:07,725
Okay, now, how do I deploy
the explosive carrier pigeons?

105
00:04:07,808 --> 00:04:10,978
Do you even listen to yourself?
Just shoot more lasers.

106
00:04:11,062 --> 00:04:12,563
Bah! Lasers.

107
00:04:12,647 --> 00:04:14,815
We engage
in fisticuffs!

108
00:04:14,899 --> 00:04:16,150
[ All gasp ]

109
00:04:16,233 --> 00:04:18,778
[ Laughter ]

110
00:04:18,860 --> 00:04:21,322
Be still
and let me crush you!

111
00:04:21,405 --> 00:04:23,532
Whoa. Stop trying
to smash them.

112
00:04:23,616 --> 00:04:25,409
All you're doing
is multiplying them.

113
00:04:25,493 --> 00:04:27,328
Use the lasers!

114
00:04:27,411 --> 00:04:28,663
[ Zapping ]

115
00:04:28,746 --> 00:04:32,166
Looks like some kind of
millennial era octopus robot.

116
00:04:32,249 --> 00:04:34,126
If I was going to build
a robot octopus,

117
00:04:34,210 --> 00:04:35,753
I'd make it run
on clockwork.

118
00:04:35,836 --> 00:04:38,255
Like some kind
of Clocktopus.

119
00:04:38,339 --> 00:04:41,384
Clocktopus -- Thank you.
The name is right there.

120
00:04:41,467 --> 00:04:43,260
Sorry about that.

121
00:04:43,344 --> 00:04:44,553
Not at all, good sir.

122
00:04:44,637 --> 00:04:46,347
[ All shout ]
Wait.

123
00:04:46,430 --> 00:04:47,974
Oh.

124
00:04:48,057 --> 00:04:49,934
Gwen, help your cousin
distract that thing.

125
00:04:50,017 --> 00:04:51,769
I need to get something
from the R.V.

126
00:04:51,852 --> 00:04:54,397
Steam Smythe: Where have you
scampered off to, you half-pint?

127
00:04:54,480 --> 00:04:57,149
Half size,
but double strong!

128
00:04:57,233 --> 00:04:58,484
What?

129
00:04:58,567 --> 00:05:00,861
Double heavy, too.

130
00:05:00,945 --> 00:05:02,863
[ Metal creaking ]

131
00:05:02,947 --> 00:05:05,825
I can do this all day.

132
00:05:05,908 --> 00:05:08,160
[ Beeping ]
Ohh!

133
00:05:08,244 --> 00:05:09,954
Aah!

134
00:05:10,037 --> 00:05:11,414
[ Screech ]

135
00:05:11,497 --> 00:05:12,790
Aah!

136
00:05:12,873 --> 00:05:16,252
Ben, look! Looks like there are
solar panels on its back.

137
00:05:16,335 --> 00:05:20,381
If you can smash them, you might
power the whole machine down.

138
00:05:20,464 --> 00:05:23,843
Solar panels don't seem like
Steam Smythe's style.

139
00:05:23,926 --> 00:05:26,053
[ Both shout ]

140
00:05:26,137 --> 00:05:29,473
Let's see how
you like Humungousaur.

141
00:05:35,688 --> 00:05:37,732
What?! What happened
to the lights?!

142
00:05:37,815 --> 00:05:39,859
He must have messed
with the solar panels.

143
00:05:39,942 --> 00:05:41,110
Solar?

144
00:05:41,193 --> 00:05:43,487
If we had used coal
like a sane person,

145
00:05:43,571 --> 00:05:44,739
this wouldn't
have happened.

146
00:05:44,822 --> 00:05:46,407
Chill.
I got this.

147
00:05:46,490 --> 00:05:48,868
Sorry, sunshine,
but it's lights out.

148
00:05:48,951 --> 00:05:50,411
[ Laughs ]
That's kind of funny.

149
00:05:50,494 --> 00:05:52,246
Ah, really? 'Cause, like,
you know, halfway --

150
00:05:52,329 --> 00:05:53,831
Aah! Ben!

151
00:05:53,914 --> 00:05:56,584
[ Laughs ] You think I wouldn't
have a backup power source?

152
00:05:56,667 --> 00:05:59,503
You expect me to believe
there's an entire coal plant

153
00:05:59,587 --> 00:06:01,380
inside
this brick thingy?

154
00:06:01,464 --> 00:06:02,798
[ Groans ]

155
00:06:05,259 --> 00:06:06,343
Hey, gasbag.

156
00:06:06,427 --> 00:06:07,803
It's going to take
a lot more than that

157
00:06:07,887 --> 00:06:10,598
to put this dino alien
back into the grou--

158
00:06:10,681 --> 00:06:12,099
Oh, crud.

159
00:06:12,183 --> 00:06:14,435
Ben! Did you
beat him yet?

160
00:06:14,518 --> 00:06:16,687
I'm out of ideas!

161
00:06:19,440 --> 00:06:21,275
Okay, I think I'm getting
the hang of this.

162
00:06:21,358 --> 00:06:23,652
Deploy laser pigeons!

163
00:06:23,736 --> 00:06:25,488
Dude, there are
no pigeons!

164
00:06:25,571 --> 00:06:26,947
No, I'm sure
there are.

165
00:06:27,031 --> 00:06:29,200
What kind of Clocktopus --
Wait, what's this countdown?

166
00:06:29,283 --> 00:06:30,326
It's going to explode!

167
00:06:30,409 --> 00:06:31,535
[ Both scream ]

168
00:06:31,619 --> 00:06:32,661
[ Shutter clicks ]

169
00:06:32,745 --> 00:06:33,871
How do I --

170
00:06:33,954 --> 00:06:35,289
Hit the trash can
button.

171
00:06:35,372 --> 00:06:36,624
[ Beep ]
Oh, good. Thank you.

172
00:06:36,707 --> 00:06:38,375
Wait.
What did I just do?

173
00:06:38,459 --> 00:06:40,127
[ Phone chimes ]

174
00:06:40,211 --> 00:06:42,046
[ Laughs ]

175
00:06:43,964 --> 00:06:47,343
Come on, Gwen. There must be
a way to take that thing down.

176
00:06:50,221 --> 00:06:52,890
I'm going to crush you
like a bug, jerk face!

177
00:06:52,973 --> 00:06:55,226
Huh?

178
00:06:55,309 --> 00:06:58,896
Keep your filthy mitts
off of my grandson.

179
00:06:58,979 --> 00:07:00,564
Grandpa!
Gwen!

180
00:07:00,648 --> 00:07:02,191
Are you okay?
Yeah.

181
00:07:02,274 --> 00:07:03,692
Hey, isn't
that mine?

182
00:07:03,776 --> 00:07:06,445
No, it's mine. I got
a whole chest full of them.

183
00:07:06,529 --> 00:07:08,322
[ Beeping ]

184
00:07:08,405 --> 00:07:10,950
[ Whirring ]

185
00:07:11,033 --> 00:07:13,410
Man:
Voice authentication required.

186
00:07:13,494 --> 00:07:16,705
I...love...
my...grandkids.

187
00:07:16,789 --> 00:07:20,668
Whatever that machine is made
of, it's almost like my tablet.

188
00:07:20,751 --> 00:07:22,795
Which means if
we shoot water at it,

189
00:07:22,878 --> 00:07:24,755
we should be able
to destroy it.

190
00:07:24,839 --> 00:07:27,383
Exactly. Here.
Gear up, Sheriff.

191
00:07:27,466 --> 00:07:28,884
We got an outlaw
to take down.

192
00:07:28,968 --> 00:07:31,720
Oh, man.
I so love this idea.

193
00:07:31,804 --> 00:07:34,431
Kevin 11: Darn it!
Where did you go, Tennyson?

194
00:07:34,515 --> 00:07:35,724
Smythe!

195
00:07:35,808 --> 00:07:39,310
I'mma run you out of town,
tin can.

196
00:07:39,395 --> 00:07:40,855
I'd like
to see you try.

197
00:07:40,938 --> 00:07:44,859
You might want to ready
your weapons, oily child.

198
00:07:44,942 --> 00:07:47,862
3...2...1...

199
00:07:47,945 --> 00:07:50,364
Draw!
[ Whiffle! ]

200
00:07:50,447 --> 00:07:51,824
[ Electricity zapping ]

201
00:07:51,907 --> 00:07:53,701
[ Both shouting ]

202
00:07:53,784 --> 00:07:55,369
[ Laughing ]

203
00:07:55,452 --> 00:07:57,121
Hyah!

204
00:07:57,204 --> 00:07:58,998
Ugh! Water!

205
00:07:59,081 --> 00:08:01,542
This high tech mega monolith
isn't waterproof?!

206
00:08:01,625 --> 00:08:04,170
Stop complaining
and help me do something!

207
00:08:04,253 --> 00:08:08,007
[ Beeping ]
[ Both shouting ]

208
00:08:08,090 --> 00:08:10,801
Forward march!

209
00:08:10,885 --> 00:08:13,012
We're going to need
the big guns.

210
00:08:13,095 --> 00:08:14,513
Ya hear that, tiny?

211
00:08:14,597 --> 00:08:17,057
Oh, I hear ya.

212
00:08:17,141 --> 00:08:19,894
Ohh, this
can't be good.

213
00:08:19,977 --> 00:08:23,063
[ Laughs ]

214
00:08:23,147 --> 00:08:25,065
Herd them towards
the water tower!

215
00:08:25,149 --> 00:08:27,818
Let's give this
trash can a bath.

216
00:08:27,902 --> 00:08:31,572
Controls are malfunctioning!
Shoot a laser at them!

217
00:08:31,655 --> 00:08:33,532
Blow them up with
your magic techie stuff!

218
00:08:33,616 --> 00:08:35,825
I can't!
Our weapons are down!

219
00:08:35,910 --> 00:08:38,954
I dislike you
very, very much.

220
00:08:39,037 --> 00:08:42,666
♪♪

221
00:08:42,750 --> 00:08:44,835
No! No! No! No!
No! No! No!

222
00:08:44,919 --> 00:08:46,337
My tablet is gonna
get wet!

223
00:08:46,420 --> 00:08:47,880
Quick!
Grab a bowl of rice!

224
00:08:47,963 --> 00:08:49,215
Rice?
Rice?!

225
00:08:49,298 --> 00:08:51,717
[ Electricity zapping ]

226
00:08:51,800 --> 00:08:53,844
Yes! We did it,
Grandpa!

227
00:08:53,928 --> 00:08:56,680
We sure showed Steam Smythe
who owns this town.

228
00:08:56,764 --> 00:08:58,098
Yeah!
[ Laughs ]

229
00:08:58,182 --> 00:08:59,725
Get out of town
and down come...

230
00:08:59,808 --> 00:09:02,061
baaack!

231
00:09:02,144 --> 00:09:04,647
[ Pop! ]
[ Both gasping ]

232
00:09:04,730 --> 00:09:06,023
Is that Kevin?

233
00:09:06,106 --> 00:09:08,025
He was working with Steam Smythe
this whole time?

234
00:09:08,108 --> 00:09:10,444
Huh. I guess
that makes sense.

235
00:09:10,527 --> 00:09:13,280
I thought it was weird that
Smythe was calling me jerk face.

236
00:09:13,364 --> 00:09:15,449
Ugh!
How did we lose?!

237
00:09:15,532 --> 00:09:17,576
If it wasn't for
your whole old-timey schtick,

238
00:09:17,660 --> 00:09:19,161
we would've
taken them down.

239
00:09:19,245 --> 00:09:22,873
No, it was you and your
ridiculous modern adaptations.

240
00:09:22,957 --> 00:09:25,751
If there is one thing
I've learned in all my years

241
00:09:25,834 --> 00:09:29,713
in this business,
it's always prepare a plan B.

242
00:09:29,797 --> 00:09:32,049
[ Gears clanking ]

243
00:09:32,132 --> 00:09:35,219
♪♪

244
00:09:35,302 --> 00:09:36,553
Yeah!

245
00:09:36,637 --> 00:09:38,180
Let's crush
those nerds.

246
00:09:38,264 --> 00:09:40,891
Let's deploy those boom-boom
pigeons you were talking about!

247
00:09:40,975 --> 00:09:43,143
Indeed.
Pull that lever over there.

248
00:09:43,227 --> 00:09:44,687
Aaah!!

249
00:09:44,770 --> 00:09:48,440
Don't you dare interfere with
my affairs again, oily child!

250
00:09:48,524 --> 00:09:49,942
Ugh!

251
00:09:50,025 --> 00:09:52,486
Yeesh. Touchy, old,
curmudgeon-y bag of bolts!

252
00:09:52,569 --> 00:09:54,822
Steam Smythe:
Now playtime is over.

253
00:09:54,905 --> 00:09:57,366
I'm fed up with
all this buffoonery.

254
00:09:57,449 --> 00:10:01,453
I'm going to show you
the superior power of steam!

255
00:10:01,537 --> 00:10:03,497
Both: Ooh!

256
00:10:03,580 --> 00:10:05,040
Did you say steam?

257
00:10:05,124 --> 00:10:06,792
What? Uh, yes.
Yes, I did.

258
00:10:06,875 --> 00:10:09,878
This machine is incredible!
William, come here!

259
00:10:09,962 --> 00:10:12,381
I want a picture
with this genius!

260
00:10:12,464 --> 00:10:13,757
[ Shutter snaps ]

261
00:10:13,841 --> 00:10:15,801
[ Voice breaking ]
Finally, some appreciation.

262
00:10:15,884 --> 00:10:18,304
[ Whistle blows ]

263
00:10:18,387 --> 00:10:19,763
Both: Ooh!

264
00:10:19,847 --> 00:10:21,348
Incredible!

265
00:10:21,432 --> 00:10:22,725
[ Chuckles evilly ]

266
00:10:22,808 --> 00:10:25,352
Mister, are you going to be
in town next week?

267
00:10:25,436 --> 00:10:27,688
We're having
a steampunk festival here

268
00:10:27,771 --> 00:10:29,064
and would love for you
to give a lecture

269
00:10:29,148 --> 00:10:31,150
on the convenient truths
of coal and steam.

270
00:10:31,233 --> 00:10:32,693
[ Gears clanking ]

271
00:10:32,776 --> 00:10:35,529
Really?
That would be stupendous!

272
00:10:35,612 --> 00:10:38,032
[ Siren chirps ]
Oh, yes.
Of course, gentlemen.

273
00:10:38,115 --> 00:10:39,408
Let's go to the big house.

274
00:10:39,491 --> 00:10:42,036
Worry not,
adoring steam enthusiasts!

275
00:10:42,119 --> 00:10:43,746
I will be back!

276
00:10:43,829 --> 00:10:45,664
Bye-bye!

277
00:10:45,748 --> 00:10:47,499
♪♪

278
00:10:47,583 --> 00:10:48,751
Whoo-wee!

279
00:10:48,834 --> 00:10:50,586
That was some nice
cowboy work there, kids.

280
00:10:50,669 --> 00:10:53,922
And that was some
quick thinking to use water

281
00:10:54,006 --> 00:10:55,507
against the Clocktopus,
Grandpa!

282
00:10:55,591 --> 00:10:57,051
[ Laughs ]
Yeah.

283
00:10:57,134 --> 00:10:58,886
You kids still owe me
a new tablet.

284
00:10:58,969 --> 00:11:00,763
[ Both chuckle nervously ]

285
00:11:02,181 --> 00:11:07,936
♪♪

286
00:11:08,020 --> 00:11:13,817
♪♪

287
00:11:13,901 --> 00:11:15,986
[ Chuckles evilly ]