Azmuth?
What is it, Myaxx?
I'm trying to think.
I have updated information on the break-in last night.
Don't pause for suspense.
Tell me.
We've completed the inventory.
Only one item was stolen...
your greatest invention.
The Ultimatrix.
Still, the energy core wasn't complete,
so there isn't much our thief can do with it.
We can always rebuild it.
That wasn't all, sir.
We have security vids of the robbery.
We know who has it.
AZMUTH: No.
Not him.
Anyone but him.
[electricity crackles ]
[ beeping ]
I've done it.
I've re-created the power of the Ominitrix.
No, I've exceeded it!
After all this time, I'm but one transformation
from escaping this accursed human form
and returning to my own!
[ beeping ]
There's no Galvin in the active list.
And the other lists are locked.
There's nothing here but Tennyson's aliens.
VILGAX: Trouble?
An unexpected setback.
My new Omnitrix is still linked to the original's database.
Ben's human DNA is still the default.
VILGAX: Then you are still trapped.
Only until I get my hands on the original Omnitrix.
I can use it to reset this one.
Then I'm cured.
VILGAX: You say that as if taking the Omnitrix were a simple task.
Admit it, Albedo.
We need each other.
No.
I need the Omnitrix.
And you want it.
That's a bad basis for an alliance.
I don't want the Omnitrix anymore.
I just want to kill Ben Tennyson.
Can't this bucket of bolts go any faster?
Ship!
He didn't mean it, Ship.
We know you're doing the best you can.
Ship.
His best is not good enough.
If we don't catch up to that ship
and rescue Ben before Kraab --
Ship!
[ both grunting ]
Whoo-hoo-hoo! See?
You just have to know how to motivate.
Not a scratch.
You got a better idea?
Think so.
Get us closer.
How close?
Bridge is this way.
KRAAB: So's Ben.
But you'll never get to him.
Kraab.
You would hunt the hunter?
You forget your place.
You are prey.
What's the deal with this guy?
Talks too much.
Watch the pincers.
Got it.
[grunting ]
[ coughing ]
What did I just tell you?!
[ coughs ] Watch the pincers.
[ coughing ]
Turbo!
Thanks.
[grunting ]
I know!
Watch the pincers!
Kevin!
I'm okay. Go get Ben.
But --
I got this guy.
We gonna argue about this?!
What are you doing here?
Just hanging around.
[grunts ]
Thanks.
That thing on your arm.
I know.
Pretty smart, huh?
This way, I can't change to anything.
You should be more careful.
[ crackling ]
What for?
I always win, anyway.
Nice attitude.
Hey, my overconfidence is one of my most appealing qualities.
No, it really isn't.
Uh, that's getting kind of hot.
Sorry.
It isn't working, anyway.
[grunts ]
You okay?
Ugh, got a little headache.
KRAAB: There's no escape for you, Tennyson.
It's okay.
I've got a plan.
You do?
[screaming ]
Did you really think you could overpower me?
No.
But I thought I could get close enough to swipe your keys.
Big Chill!
Stay back!
[alarm blaring ]
Is that the...
Auto pilot. Yeah.
Everything's fine.
I can fly this thing.
When you said everything's fine,
you knew we were headed for an asteroid field, right?
I did not know that.
No, I won't be --
[ power slows ]
You're going into cold storage, Kraab.
Kevin, are you driving this thing?
I can't wait till I get my own license.
Funny, Tennyson.
Half our thrusters are out.
It's all I can do to keep us going in a straight line.
Maybe straight isn't such a good idea.
[ ice cracking ]
[grunts ]
[gasps ]
[grunting ]
You're not going anywhere.
Ben?
[ clanging ]
I'm losing it.
[grunts ]
Nice!
Can't talk now.
There's more.
Can you get this thing back under control?
Working on it.
Work fast.
I'll be right back.
Keep cool.
Is Kraab back on ice?
I was gonna say that.
How are we doing?
I've got the engines back online.
But we still don't have any brakes.
And I don't know how long I can keep this up.
Time to go.
Get back to Ship.
What are you gonna do?
Oh, it's gonna be cool.
Ben, come back to the ship.
Soon as I'm done.
That's too big.
No way you can stop it!
Ha, watch me.
Ben!
That's it, Gwen.
We got to go.
I messed up...bad.
Sure did.
I couldn't save Kraab.
Nope. You totally blew it.
Good thing we were there to help out, huh,
Mr. "I can handle it."
You guys saved him?
In my defense, she made me.
And what have we learned?
If we hurry, I can still get home
for the "Sumo Slammers" marathon!
Thanks for the ride.
You sure you don't want to hang out?
What, and watch you and Julie do homework?
You could try doing some yourself.
See you later.
[ horn honks ]
Don't forget her dog.
Almost did.
Come here, Ship.
Ship!
Okay, I'll pick you up later.
What are you gonna do all afternoon?
[sumo wrestlers grunting ]
This is the worst show I've ever seen.
Really?
It's my favorite.
Well, I don't watch a lot of television.
This isn't the best one to start with.
It's not "Sumo Slammers classic."
It's "Sumo Slammers: Hero Generation."
Yeah, I don't really care.
BEN: It's a sequel to the original show.
But they kind of messed it up.
It's like five years later,
and the bad guy Kenko has teamed up with the hero, Ishyama.
Uh-huh.
It's not very realistic is all I'm saying.
Uh-huh.
BEN: Anyway, there's only five more
of these before they cycle back to the original show.
You'll see. It's way better.
Yeah. I got to go.
Where?
KEVIN: I don't know.
Somewhere.
I'm surrounded by nerds.
[gasps ] [tires screech ]
[grunts ]
[groans ]
EVIL DIAMONDHEAD: Kevin Levin,
just the man I've been looking for.
[grunts ]
[gasps ]
[groans ]
Ben?
[gasps ]
Not Ben!
[grunts ]
Albedo, right?
You better start explaining yourself.
[grunts ]
Uh-oh.
[groans ]
VILGAX: What took you so long?
Surely it wasn't difficult to defeat Levin.
I stopped for chili fries.
I've acquired a human weakness for the delicacy.
I'm still not convinced this plan of yours makes any sense.
Every time Tennyson's beaten either of us,
it's been with the help of his friends.
But this time, we strip them away from him,
then attack him together.
And take his Omnitrix,
which you claim you no longer desire.
It's yours, Albedo.
I want to see Ben Tennyson defeated before me,
alive only long enough to witness me
conquering his pitiful backwater planet.
Keep the watch.
I want this world... and Tennyson's head.
[sumo wrestlers grunting ]
[ cellphone rings ]
Oh, man.
Hello?
Is Kevin with you?
He was supposed to pick me up an hour ago,
and he's not answering his phone.
He left here a while ago.
Want me to see if my mom will come give you a ride?
Forget it.
I'll walk home.
If he shows up --
I'll tell him he's in the doghouse.
Got it. [ beep]
Kevin Levin, you will rue the day that you --
What's going on?
Kevin?
Kevin!
This is a crime scene, miss. Stay back.
I-it's my boyfriend's car.
Is he --
There's no driver.
He must have walked away from it.
Lucky.
What did you say your name was?
Gwen Tennyson.
Where are you going?
Uh, to check the hospitals!
ALBEDO: That looks like a piece of Diamondhead, doesn't it?
But that's impossible, right?
Well, so is this.
Turbo!
[grunts ]
[ coughs ]
Say good night, Gwen.
Ahh. Two down, one to go.
[sizzling ]
Ah, there's nothing like
a fresh batch of deep-fried octopus eyes.
[ inhales deeply]
Now, where's that zero-trans-fat cooking oil?
[thumping ]
[grunting ]
[shrieks ]
[growls ]
[sumo wrestlers grunting ]
Grandpa?
We've got trouble, Ben.
It's your evil twin.
He --
Greetings, Ben Tennyson.
Since your grandfather managed to escape me,
you must already know that I'm after you.
But did you know that I have your friends?
Albedo, let them go or --
Easy, Ben.
He wants you angry.
Then today's his lucky day.
I'm coming for you, Albedo!
It's just a broadcast.
He can't hear you.
I've sent my coordinates to your Omnitrix.
If you want to see your friends alive again, I'd hurry.
It's obviously a trap.
He knows where you are.
He could have attacked you here.
Wherever he wants to do it is fine with me.
Don't be overconfident, Ben.
We'll call some of the Plumber kids back to Earth,
put a plan together, go up against him in force.
Right, Ben?
Ben?
[groans ]
It's only cool when I do it.
[ beeping ]
I know it's a trap.
I'm not just walking in there.
ALBEDO: Then I'll come out.
And you're right.
It is a trap.
I see you got your knockoff Omnitrix working again.
Humongousaur!
It's not a knockoff.
It's the Ultimatrix.
And it's a definite improvement over the original.
Want to see?
[ beeps ] Not only can I transform into anything you can,
but I can also evolve those creatures to their ultimate form.
Meet Ultimate Humongousaur.
Eh, I've beaten tougher guys than you.
Really?
When?
For starters, how about now?
[grunts ]
It's gonna take more than that to --
VILGAX: Wait.
We still need him.
Here's what's going to happen, Ben Tennyson.
You're going to give me the Omnitrix.
Or I'm going to kill your friends.
Don't listen to him!
He's just a big green blowhard!
[screams ]
What's it going to be, Tennyson?
Okay, stop.
Don't do it, Ben.
Omnitrix, voice-command mode.
This mode is locked and not available.
Command function override.
Code 10.
Override accepted.
Decouple Ominitrix.
Command code -- zero, zero, zero.
Release coupling. Zero.
Command accepted.
Omnitrix decoupled.
Give it to me.
[laughing evilly]