1 00:00:00,100 --> 00:00:03,962 Previously on Ben 10 Ultimate Alien... 2 00:00:03,964 --> 00:00:08,800 Face the herald of my arrival, now reborn in my power. 3 00:00:08,802 --> 00:00:15,974 If you're really Vilgax, you're not serving anybody but yourself. 4 00:00:23,215 --> 00:00:25,483 At last. 5 00:00:30,013 --> 00:00:34,481 Sync and corrections by n17t01 www.addic7ed.com 6 00:00:49,441 --> 00:00:52,143 I am Diagon. 7 00:00:52,145 --> 00:00:55,980 Behold my might, and tremble. 8 00:00:55,982 --> 00:00:57,615 Have at thee! 9 00:00:57,617 --> 00:00:59,784 Hyah! 10 00:00:59,786 --> 00:01:02,420 That's gonna leave a mark. 11 00:01:02,422 --> 00:01:05,523 Insignificant speck! 12 00:01:05,525 --> 00:01:06,691 You dare? 13 00:01:06,693 --> 00:01:09,494 Vilgax, destroy him. 14 00:01:12,164 --> 00:01:15,066 Vilgax, where are you? 15 00:01:15,068 --> 00:01:19,971 Your herald, as always, is the first to arrive at the conclusion. 16 00:01:19,973 --> 00:01:23,408 You have lost, and he has abandoned you. 17 00:01:23,410 --> 00:01:24,943 Fool. 18 00:01:24,945 --> 00:01:29,314 My resources aren't limited to Vilgax. 19 00:01:35,555 --> 00:01:38,589 Aah! Ungh! 20 00:01:38,591 --> 00:01:42,860 Where'd I leave that new plumber rifle? 21 00:01:42,862 --> 00:01:45,863 I swear, you'd lose your head if it weren't attached. 22 00:01:46,833 --> 00:01:48,766 Let's not test the theory. 23 00:01:48,768 --> 00:01:49,667 Protect George! 24 00:01:49,669 --> 00:01:50,601 On it. 25 00:01:51,404 --> 00:01:53,037 What are you planning? 26 00:01:53,039 --> 00:01:56,908 Something big. 27 00:02:10,824 --> 00:02:14,192 Way big! 28 00:02:14,194 --> 00:02:19,197 Hey, Diagon, why don't you pick on someone your own size? 29 00:02:19,199 --> 00:02:23,368 - I'm-- - You are a slightly larger speck than the other 30 00:02:23,370 --> 00:02:26,371 specks infesting this world. 31 00:02:26,373 --> 00:02:30,308 But still, you are beneath my notice. 32 00:02:30,310 --> 00:02:34,012 I wasn't finished talking yet. 33 00:02:38,117 --> 00:02:41,753 Ultimate Way Big! 34 00:02:41,755 --> 00:02:43,755 Hyah! 35 00:02:45,891 --> 00:02:47,558 That's new. 36 00:02:48,928 --> 00:02:50,828 Impossible. 37 00:02:50,830 --> 00:02:54,732 Just getting started. 38 00:02:54,734 --> 00:02:57,468 Raaaaaaaah! 39 00:03:29,268 --> 00:03:31,869 Oh. My bad. 40 00:03:36,542 --> 00:03:37,408 Hyah! 41 00:03:37,410 --> 00:03:39,677 Aaah! 44 00:04:00,300 --> 00:04:00,932 Aaaaaaah! 45 00:04:00,934 --> 00:04:04,135 Aaaaaaaaah! 46 00:04:04,970 --> 00:04:06,571 Ugh! 47 00:04:08,208 --> 00:04:09,674 Come on, Ben! 48 00:04:09,676 --> 00:04:10,842 Get out of there! 49 00:04:10,844 --> 00:04:11,843 Unh! 50 00:04:11,845 --> 00:04:13,845 Turbo! 51 00:04:24,190 --> 00:04:26,124 They can't teleport through your shield. 52 00:04:26,126 --> 00:04:27,925 They don't really teleport. 53 00:04:27,927 --> 00:04:29,293 They move between dimensions. 54 00:04:29,295 --> 00:04:35,199 But manna is multidimensional, so we got something going for us. 55 00:04:37,203 --> 00:04:40,671 How do we use it to help Ben? 56 00:04:40,673 --> 00:04:42,106 By helping George. 57 00:04:42,108 --> 00:04:44,008 Azmuth's sword was hurting Diagon. 58 00:04:44,010 --> 00:04:47,278 Maybe it can finish the job. 59 00:04:47,280 --> 00:04:48,379 Fine. 60 00:04:48,381 --> 00:04:49,814 You guys want a fight? 61 00:04:49,816 --> 00:04:51,816 You got one. 62 00:05:00,293 --> 00:05:02,360 Still you fight. 63 00:05:02,362 --> 00:05:07,031 Is this sublime bravery, or are you simply too unintelligent to 64 00:05:07,033 --> 00:05:09,700 realize how hopeless your struggle? 65 00:05:09,702 --> 00:05:13,271 Doesn't make any difference, does it? 66 00:05:13,273 --> 00:05:17,608 Either way, you're about to get your butt kicked. 67 00:05:17,610 --> 00:05:21,612 Actually, I can't tell if you even have a butt in that pile of 68 00:05:21,614 --> 00:05:22,647 spaghetti. 69 00:05:22,649 --> 00:05:25,449 Call it a metaphor. 70 00:05:29,521 --> 00:05:31,088 Had enough? 71 00:05:31,090 --> 00:05:34,592 I most assuredly have. 72 00:05:44,069 --> 00:05:44,969 Ultimate Way Big: 73 00:06:00,686 --> 00:06:03,888 Come back and fight! 74 00:06:03,890 --> 00:06:08,259 You think I've run? 75 00:06:08,261 --> 00:06:12,129 Why would I leave and miss your destruction? 76 00:06:47,778 --> 00:06:50,080 Whatever Ben did, it didn't take. 77 00:06:50,082 --> 00:06:51,414 I don't see him. 78 00:06:51,416 --> 00:06:52,615 You don't think Diagon...? 79 00:06:52,617 --> 00:06:54,451 Don't jump to conclusions. 80 00:06:54,453 --> 00:06:56,519 He probably just changed back to normal. 81 00:06:56,521 --> 00:06:59,055 His sacrifice purchased this respite. 82 00:06:59,057 --> 00:07:01,157 I won't let it go to waste. 83 00:07:01,159 --> 00:07:03,860 Diagon, taste my sword! 84 00:07:03,862 --> 00:07:08,531 You grow exponentially tiresome, knight. 85 00:07:27,519 --> 00:07:30,887 Ultimate Wildmutt! 86 00:07:37,628 --> 00:07:40,030 Hyah! 87 00:07:42,266 --> 00:07:46,403 It's... not... gonna hold! 88 00:07:46,405 --> 00:07:49,205 I don't think we can take another one of those. 89 00:07:49,207 --> 00:07:53,476 How many more do you think he can take? 90 00:07:53,478 --> 00:07:57,047 Let me get back to you on that. 91 00:08:02,887 --> 00:08:03,787 Oh! 92 00:08:03,789 --> 00:08:05,855 Ugh! 93 00:08:05,857 --> 00:08:06,956 Save your manna. 94 00:08:06,958 --> 00:08:09,559 Before the night's over, I got a feeling we'll be needing it. 95 00:08:09,561 --> 00:08:11,361 You're worried about Vilgax. 96 00:08:11,363 --> 00:08:14,697 I hate to look past the gi-demon raining down fire from 97 00:08:14,699 --> 00:08:15,732 the sky, but yeah. 98 00:08:15,734 --> 00:08:18,168 Vilgax probably is up to something. 99 00:08:18,170 --> 00:08:21,905 Which we can deal with after we save the world from Diagon. 100 00:08:21,907 --> 00:08:26,810 Makes sense, but I still can't help wondering what Vilgax is doing. 101 00:08:26,812 --> 00:08:28,144 Is it ready? 102 00:08:29,381 --> 00:08:31,147 Patience, my master. 103 00:08:31,149 --> 00:08:36,453 An undertaking of this scale requires the greatest care in every detail. 104 00:08:36,455 --> 00:08:40,990 Fail me, toady, and you will not live to regret it. 105 00:08:40,992 --> 00:08:43,893 Of this, I have no doubt. 106 00:08:47,198 --> 00:08:48,998 No threats. 107 00:08:49,000 --> 00:08:50,433 No clever words. 108 00:08:50,435 --> 00:08:54,437 Do you tire, George the triumphant? 109 00:08:56,941 --> 00:08:59,409 Chromastone! 110 00:08:59,411 --> 00:09:00,677 Give him a break. 111 00:09:00,679 --> 00:09:04,547 He's 2,000 years old, and he's been fighting ninjas all day. 112 00:09:04,549 --> 00:09:07,383 Of course he's tired! 113 00:09:08,587 --> 00:09:11,554 You got any juice left in the sword, now 114 00:09:11,556 --> 00:09:14,457 would be a good time to use it! 115 00:09:14,459 --> 00:09:15,758 Hyah! Hyah! 116 00:09:15,760 --> 00:09:19,295 Aah! Aah! Aah! 117 00:09:20,765 --> 00:09:22,365 That's it! 118 00:09:22,367 --> 00:09:22,999 I'm out! 119 00:09:23,001 --> 00:09:24,200 Maybe not! 120 00:09:24,202 --> 00:09:25,935 How much power can you absorb? 121 00:09:25,937 --> 00:09:27,303 A lot. 122 00:09:27,305 --> 00:09:28,104 Wait-- Why? 123 00:09:28,106 --> 00:09:30,673 I'm learning to improvise. 124 00:09:30,675 --> 00:09:31,674 Magnus Vox! 125 00:09:31,676 --> 00:09:34,844 Gwen, what are you-- Ugh! 126 00:09:34,846 --> 00:09:36,846 Ohh! 127 00:09:38,849 --> 00:09:40,817 Hyah! 128 00:09:52,096 --> 00:09:55,098 This shall not continue. 129 00:10:00,571 --> 00:10:02,238 What wizardry is this? 130 00:10:02,240 --> 00:10:05,074 Clouds cannot protect you from my wrath! 131 00:10:05,076 --> 00:10:08,945 Do not fear the clouds, George. 132 00:10:08,947 --> 00:10:11,314 Fear the lightning. 133 00:10:13,250 --> 00:10:15,518 Aah! 134 00:10:15,520 --> 00:10:18,788 Aaaaaaaaaaaah! 135 00:10:35,307 --> 00:10:38,508 It was working pretty good there for a while. 136 00:10:38,510 --> 00:10:41,311 Ben, George... didn't make it. 137 00:10:41,313 --> 00:10:42,979 Then it's up to us. 138 00:10:42,981 --> 00:10:45,582 We're right here with you, Ben. 139 00:10:45,584 --> 00:10:47,584 Always. 140 00:10:50,788 --> 00:10:56,025 Such is the fate of all who dare defy the will of Diagon. 141 00:10:56,027 --> 00:11:01,097 I'm skeptical... Master. 142 00:11:01,099 --> 00:11:06,402 You presume yourself even capable of betraying me? 143 00:11:06,404 --> 00:11:08,571 I do. 144 00:11:08,573 --> 00:11:12,575 I have won a great victory today, and I'm 145 00:11:12,577 --> 00:11:15,678 overflowing with generosity. 146 00:11:15,680 --> 00:11:17,547 Beg me for forgiveness. 147 00:11:17,549 --> 00:11:21,951 Debase yourself before my magnificence, and I may grant 148 00:11:21,953 --> 00:11:25,088 you a less agonizing demise. 149 00:11:25,090 --> 00:11:29,359 Did you truly think I would allow you to conquer my universe? 150 00:11:29,361 --> 00:11:34,631 After I destroy you, I'm going to run yours, as well as this one. 151 00:11:34,633 --> 00:11:35,898 No. 152 00:11:35,900 --> 00:11:40,136 I'm going to destroy your precious weapon, then consign 153 00:11:40,138 --> 00:11:42,138 you to an eternity of pain. 154 00:11:42,140 --> 00:11:46,709 Then strike me down-- if you dare. 155 00:11:50,314 --> 00:11:51,080 Fool. 156 00:11:51,082 --> 00:11:53,616 I... Can't stop! 157 00:11:53,618 --> 00:11:55,718 Of course you can't. 158 00:11:55,720 --> 00:11:57,720 That machine isn't a weapon. 159 00:11:57,722 --> 00:11:59,722 It's a Vox Peniculus. 160 00:11:59,724 --> 00:12:05,461 Under normal conditions, this machine simply absorbs power-- 161 00:12:05,463 --> 00:12:07,597 Draws it into itself. 162 00:12:07,599 --> 00:12:11,334 But my substance is power. 163 00:12:11,336 --> 00:12:12,335 Yes. 164 00:12:12,337 --> 00:12:14,871 Most regrettable for you. 165 00:12:14,873 --> 00:12:16,306 Agh! 166 00:12:16,308 --> 00:12:20,777 Aggggggggggh! 167 00:12:26,785 --> 00:12:29,686 You know what to do, Psyphon. 168 00:12:29,688 --> 00:12:33,056 Psyphon, don't! 169 00:12:33,058 --> 00:12:34,957 With Diagon's power added to his 170 00:12:34,959 --> 00:12:36,759 own, Vilgax will be unstoppable! 171 00:12:36,761 --> 00:12:38,127 Yes. 172 00:12:38,129 --> 00:12:42,031 That was, after all, the point. 173 00:12:45,769 --> 00:12:47,704 No! 174 00:12:53,977 --> 00:12:58,848 The esoterica worshiped me because I look like Diagon. 175 00:12:58,850 --> 00:13:02,118 Now I am the Diagon. 176 00:13:05,482 --> 00:13:10,653 The universe is mine, Tennyson. 177 00:13:10,655 --> 00:13:13,622 You won't thwart me ever again. 178 00:13:18,729 --> 00:13:20,930 Eo recedentia! 179 00:13:33,945 --> 00:13:36,245 I gotcha. 180 00:13:37,914 --> 00:13:39,148 Nice teleport. 181 00:13:39,150 --> 00:13:42,485 This is the old plumber base in South Dakota. 182 00:13:42,487 --> 00:13:43,786 That's got to be a record. 183 00:13:43,788 --> 00:13:44,587 Yeah. 184 00:13:44,589 --> 00:13:48,391 I just wanted to get us out of there. 185 00:13:48,393 --> 00:13:50,493 Drink some juice or something. 186 00:13:50,495 --> 00:13:51,660 You got to be wasted. 187 00:13:52,764 --> 00:13:54,296 How long do you think we have? 188 00:13:54,298 --> 00:13:57,700 About two minutes to figure out he didn't disintegrate us, some time to 189 00:13:57,702 --> 00:14:00,870 learn how to use his powers well enough to track us. 190 00:14:00,872 --> 00:14:02,104 Maybe a few days. 191 00:14:02,106 --> 00:14:03,472 Tennyson! 192 00:14:03,474 --> 00:14:04,940 You can't hide from me! 193 00:14:04,942 --> 00:14:06,575 I could be wrong. 194 00:14:06,577 --> 00:14:10,312 Destroy them, my esoterica. 195 00:14:15,786 --> 00:14:17,753 I do not like our odds. 196 00:14:17,755 --> 00:14:21,023 You would if boys ever bothered to read the manual. 197 00:14:21,025 --> 00:14:21,924 Manual? 198 00:14:21,926 --> 00:14:26,996 Plumber manual-- Instructions for this base's self-defense system. 199 00:14:38,975 --> 00:14:40,309 No! 200 00:14:40,311 --> 00:14:42,912 You will not escape me again! 201 00:15:14,044 --> 00:15:16,112 That's gonna be kind of hard to cover up. 202 00:15:16,114 --> 00:15:17,446 More immediate problem! 203 00:15:17,448 --> 00:15:18,714 Ugh! 204 00:15:23,821 --> 00:15:28,257 And here we are again-- Me on the cusp of total 205 00:15:28,259 --> 00:15:34,163 victory, you the last man standing, the only slim hope 206 00:15:34,165 --> 00:15:37,867 left in this world-- This universe. 207 00:15:37,869 --> 00:15:39,235 Who will it be? 208 00:15:39,237 --> 00:15:41,437 Diamondhead? Swampfire? 209 00:15:41,439 --> 00:15:44,540 One of your tiresome ultimate aliens? 210 00:15:44,542 --> 00:15:49,178 Perhaps you have yet another new transformation to spring on me. 211 00:15:49,180 --> 00:15:52,515 No transformations-- Not this time. 212 00:15:52,517 --> 00:15:55,818 But I do have one last surprise. 213 00:15:58,622 --> 00:15:59,822 Azmuth's sword! 214 00:15:59,824 --> 00:16:03,692 Goes nicely with the watch, don't you think? 215 00:16:05,062 --> 00:16:07,796 I'm going to miss these little get-togethers. 216 00:16:09,767 --> 00:16:11,667 Hyah! 217 00:16:11,669 --> 00:16:13,102 This is a good sword. 218 00:16:13,104 --> 00:16:15,404 I'm not afraid of you. 219 00:16:15,406 --> 00:16:16,839 You should be. 220 00:16:16,841 --> 00:16:20,743 I just figured out how to use this thing. 221 00:16:29,286 --> 00:16:33,556 As my old friend George used to say, "have at thee!" 222 00:16:42,432 --> 00:16:43,532 Unh! 223 00:16:54,178 --> 00:16:58,881 Somebody should have done this a long time ago. 224 00:16:58,883 --> 00:17:00,883 Aaaaaaaaaaaaah! 225 00:17:05,056 --> 00:17:07,623 You... stabbed me. 226 00:17:07,625 --> 00:17:09,491 Don't be such a baby. 227 00:17:09,493 --> 00:17:11,694 I just took Diagon's power from you. 228 00:17:11,696 --> 00:17:14,129 Kind of had us worried for a second. 229 00:17:14,131 --> 00:17:15,598 I wasn't worried. 230 00:17:15,600 --> 00:17:18,167 Then you are a fool. 231 00:17:18,169 --> 00:17:22,905 You have the Ultimatrix, the sword of Azmuth, and the power 232 00:17:22,907 --> 00:17:25,074 of Diagon at your fingertips. 233 00:17:25,076 --> 00:17:26,041 Yeah? So? 234 00:17:26,043 --> 00:17:28,410 You claim to be a hero. 235 00:17:28,412 --> 00:17:31,847 What will you do with all this power? 236 00:17:31,849 --> 00:17:35,417 Turn everybody on earth back to human, for starters. 237 00:17:35,419 --> 00:17:37,586 You think too small. 238 00:17:37,588 --> 00:17:39,388 We are alike, you and I. 239 00:17:39,390 --> 00:17:43,459 We take the universe in our hands and mold it to our will. 240 00:17:43,461 --> 00:17:46,195 You say you want peace and justice? 241 00:17:46,197 --> 00:17:47,496 Use your power. 242 00:17:47,498 --> 00:17:52,935 With little more than a thought, you could wipe out all evil. 243 00:17:52,937 --> 00:17:54,603 I really could. 244 00:17:54,605 --> 00:17:55,571 Ben. 245 00:17:55,573 --> 00:17:56,772 What are you saying? 246 00:17:56,774 --> 00:18:00,509 He's saying that the end of your struggles is at hand. 247 00:18:00,511 --> 00:18:04,747 He can create whatever universe he imagines. 248 00:18:04,749 --> 00:18:05,514 Do it. 249 00:18:05,516 --> 00:18:07,783 Just wipe out evil. 250 00:18:07,785 --> 00:18:08,751 Do it! 251 00:18:08,753 --> 00:18:13,122 Are you really considering taking moral advice from Vilgax? 252 00:18:19,396 --> 00:18:23,365 I thought we agreed to make all of our big decisions together. 253 00:18:23,367 --> 00:18:25,301 Ship's a good hunting dog. 254 00:18:25,303 --> 00:18:27,002 That's how you found us, right? 255 00:18:27,004 --> 00:18:27,569 Ship! 256 00:18:27,571 --> 00:18:31,440 You know we all love you, Ben, but if you try to do 257 00:18:31,442 --> 00:18:37,046 this, you're the same as Vilgax-- or Diagon or Aggregor or any of the others. 258 00:18:37,048 --> 00:18:39,281 You'd try and stop me? 259 00:18:39,283 --> 00:18:41,317 We would stop you. 260 00:18:41,319 --> 00:18:44,353 You're not afraid of me? 261 00:18:44,355 --> 00:18:47,022 You've never given me any reason to be afraid. 262 00:18:47,024 --> 00:18:50,125 Ben, you're always telling me that I should use my technology 263 00:18:50,127 --> 00:18:51,827 to help more people. 264 00:18:51,829 --> 00:18:54,363 Now... I can help everybody at once. 265 00:18:54,365 --> 00:18:56,365 Look, there's a line. 266 00:18:56,367 --> 00:19:00,002 I'm not sure where it is exactly, but I'm sure this is 267 00:19:00,004 --> 00:19:01,437 won the wrong side of it. 268 00:19:01,439 --> 00:19:05,274 Power is meaningless if it isn't used. 269 00:19:05,276 --> 00:19:06,442 Do it. 270 00:19:06,444 --> 00:19:08,210 Be quiet! 271 00:19:08,212 --> 00:19:09,345 Don't you see, Ben? 272 00:19:09,347 --> 00:19:10,212 It's the power. 273 00:19:10,214 --> 00:19:13,182 You're tempted-- like I was tempted to go full anodite. 274 00:19:13,184 --> 00:19:15,984 And like when I lost control of my powers. 275 00:19:15,986 --> 00:19:18,721 You can't force your answers on everybody. 276 00:19:18,723 --> 00:19:22,925 After everything we've been through, is this the way you want it all to end? 277 00:19:22,927 --> 00:19:24,727 Everybody stop talking! 278 00:19:24,729 --> 00:19:27,096 Let me think! 279 00:20:12,776 --> 00:20:14,042 What did you do? 280 00:20:14,044 --> 00:20:18,180 What I said I was going to do-- turn every esoterica on 281 00:20:18,182 --> 00:20:25,320 earth back to human-- With all the free will that goes along with that. 282 00:20:25,322 --> 00:20:26,955 Oh, Ben! 283 00:20:26,957 --> 00:20:28,524 Mmmmwah! 284 00:20:28,526 --> 00:20:32,261 That was totally worth giving up all that power. 285 00:20:33,864 --> 00:20:36,064 Knew you'd do the right thing. 286 00:20:36,066 --> 00:20:38,066 Way to go. 287 00:20:39,803 --> 00:20:43,872 Now all I have to do is figure out what to do with this. 288 00:20:45,242 --> 00:20:48,510 I suggest you return it to its creator. 289 00:20:48,512 --> 00:20:50,145 Azmuth! 290 00:20:56,386 --> 00:20:57,586 You were right. 291 00:20:57,588 --> 00:21:00,522 That's too much power for any-- What? 292 00:21:00,524 --> 00:21:04,760 The Ultimatrix-- Give it to me. 293 00:21:08,198 --> 00:21:11,500 But, Azmuth, I thought I'd proved I was worthy. 294 00:21:11,502 --> 00:21:13,769 As usual, you don't understand. 295 00:21:13,771 --> 00:21:15,471 You have proved your worth. 296 00:21:15,473 --> 00:21:19,041 But this inferior copy of my Omnitrix isn't worthy of you. 297 00:21:19,043 --> 00:21:23,812 I don't-- Oh, for the love of-- Look at your wrist! 298 00:21:28,351 --> 00:21:29,618 An Omnitrix? 299 00:21:29,620 --> 00:21:33,222 The Omnitrix-- An improved version I've been working on 300 00:21:33,224 --> 00:21:36,425 ever since you were given the prototype six years ago. 301 00:21:36,427 --> 00:21:38,894 I don't know how to thank you. 302 00:21:38,896 --> 00:21:40,896 Keep doing the right thing. 303 00:21:40,898 --> 00:21:46,235 I don't suppose you'd consider giving me the master control...? 304 00:21:46,237 --> 00:21:49,972 Perhaps for your 18th birthday. 305 00:21:54,000 --> 00:21:57,000 Sync and corrections by n17t01 www.addic7ed.com