1
00:00:14,147 --> 00:00:15,581
Azmuth?

2
00:00:15,649 --> 00:00:16,912
What is it, Myaxx?

3
00:00:16,984 --> 00:00:18,418
I'm trying to think.

4
00:00:18,485 --> 00:00:22,252
I have updated information on
the break-in last night.

5
00:00:22,890 --> 00:00:24,552
Don't pause for suspense.

6
00:00:24,625 --> 00:00:25,786
Tell me.

7
00:00:25,859 --> 00:00:27,521
We've completed the inventory.

8
00:00:27,594 --> 00:00:30,359
Only one item was stolen...

9
00:00:30,430 --> 00:00:32,365
your greatest invention.

10
00:00:32,432 --> 00:00:35,027
The Ultimatrix.

11
00:00:35,102 --> 00:00:36,900
Still, the energy core wasn't
complete,

12
00:00:36,970 --> 00:00:40,338
so there isn't much
our thief can do with it.

13
00:00:40,407 --> 00:00:42,501
We can always rebuild it.

14
00:00:42,576 --> 00:00:45,011
That wasn't all, sir.

15
00:00:45,078 --> 00:00:48,139
We have security vids of
the robbery.

16
00:00:48,215 --> 00:00:50,207
We know who has it.

17
00:01:06,533 --> 00:01:08,798
AZMUTH:
No.

18
00:01:08,869 --> 00:01:10,861
Not him.

19
00:01:11,872 --> 00:01:14,933
Anyone but him.

20
00:01:22,783 --> 00:01:24,718
[electricity crackles ]

21
00:01:24,785 --> 00:01:26,378
[ beeping ]

22
00:01:29,790 --> 00:01:31,053
I've done it.

23
00:01:31,124 --> 00:01:33,719
I've re-created the power of
the Ominitrix.

24
00:01:33,794 --> 00:01:35,888
No, I've exceeded it!

25
00:01:35,963 --> 00:01:38,125
After all this time, I'm but one
transformation

26
00:01:38,198 --> 00:01:41,726
from escaping
this accursed human form

27
00:01:41,802 --> 00:01:43,634
and returning to my own!

28
00:01:43,704 --> 00:01:46,469
[ beeping ]

29
00:01:46,540 --> 00:01:49,032
There's no Galvin
in the active list.

30
00:01:49,109 --> 00:01:50,702
And the other lists are locked.

31
00:01:50,777 --> 00:01:53,474
There's nothing here but
Tennyson's aliens.

32
00:01:53,547 --> 00:01:55,140
VILGAX:
Trouble?

33
00:01:55,215 --> 00:01:58,151
An unexpected setback.

34
00:01:58,218 --> 00:02:02,053
My new Omnitrix is still linked
to the original's database.

35
00:02:02,122 --> 00:02:04,717
Ben's human DNA is still
the default.

36
00:02:04,791 --> 00:02:06,692
VILGAX:
Then you are still
trapped.

37
00:02:06,760 --> 00:02:10,162
Only until I get my
hands on the original Omnitrix.

38
00:02:10,230 --> 00:02:12,165
I can use it to reset this one.

39
00:02:12,232 --> 00:02:14,326
Then I'm cured.

40
00:02:14,401 --> 00:02:19,101
VILGAX:
You say that as if taking
the Omnitrix were a simple task.

41
00:02:19,172 --> 00:02:21,937
Admit it, Albedo.

42
00:02:22,009 --> 00:02:23,602
We need each other.

43
00:02:23,677 --> 00:02:24,872
No.

44
00:02:24,945 --> 00:02:26,538
I need the Omnitrix.

45
00:02:26,613 --> 00:02:28,047
And you want it.

46
00:02:28,115 --> 00:02:30,710
That's a bad basis for an
alliance.

47
00:02:30,784 --> 00:02:34,221
I don't want
the Omnitrix anymore.

48
00:02:34,287 --> 00:02:37,655
I just want to kill
Ben Tennyson.

49
00:03:23,003 --> 00:03:25,302
Can't this bucket of
bolts go any faster?

50
00:03:26,707 --> 00:03:27,936
Ship!

51
00:03:28,008 --> 00:03:29,636
He didn't mean it,
Ship.

52
00:03:29,710 --> 00:03:31,838
We know you're doing the best
you can.

53
00:03:31,912 --> 00:03:33,175
Ship.

54
00:03:33,246 --> 00:03:35,340
His best is not good
enough.

55
00:03:35,415 --> 00:03:36,576
If we don't catch up to that
ship

56
00:03:36,650 --> 00:03:38,482
and rescue Ben before
Kraab --

57
00:03:38,552 --> 00:03:40,214
Ship!

58
00:03:41,388 --> 00:03:42,913
[ both grunting ]

59
00:03:44,891 --> 00:03:46,382
Whoo-hoo-hoo!
See?

60
00:03:46,460 --> 00:03:48,861
You just have to know how to
motivate.

61
00:03:55,235 --> 00:03:56,669
Not a scratch.

62
00:03:56,737 --> 00:03:58,330
You got a better idea?

63
00:03:58,405 --> 00:03:59,464
Think so.

64
00:03:59,539 --> 00:04:00,438
Get us closer.

65
00:04:00,507 --> 00:04:01,770
How close?

66
00:04:11,351 --> 00:04:13,013
Bridge is this way.

67
00:04:13,120 --> 00:04:14,884
KRAAB:
So's Ben.

68
00:04:15,689 --> 00:04:17,851
But you'll never get to him.

69
00:04:17,924 --> 00:04:19,290
Kraab.

70
00:04:19,359 --> 00:04:21,487
You would hunt
the hunter?

71
00:04:21,561 --> 00:04:23,826
You forget your place.

72
00:04:23,897 --> 00:04:25,729
You are prey.

73
00:04:26,900 --> 00:04:28,493
What's the deal with
this guy?

74
00:04:28,568 --> 00:04:30,002
Talks too much.

75
00:04:30,070 --> 00:04:30,935
Watch the pincers.

76
00:04:31,004 --> 00:04:32,233
Got it.

77
00:04:33,006 --> 00:04:37,273
[grunting ]

78
00:04:37,344 --> 00:04:38,607
[ coughing ]

79
00:04:38,678 --> 00:04:40,510
What did I just tell
you?!

80
00:04:41,014 --> 00:04:42,880
[ coughs ]
Watch the pincers.

81
00:04:42,949 --> 00:04:44,747
[ coughing ]

82
00:04:44,818 --> 00:04:46,252
Turbo!

83
00:04:46,319 --> 00:04:47,412
Thanks.

84
00:04:47,487 --> 00:04:49,080
[grunting ]

85
00:04:50,490 --> 00:04:51,685
I know!

86
00:04:51,758 --> 00:04:54,227
Watch the pincers!

87
00:04:57,430 --> 00:04:58,523
Kevin!

88
00:04:58,598 --> 00:05:00,533
I'm okay.
Go get Ben.

89
00:05:00,600 --> 00:05:01,568
But --

90
00:05:01,635 --> 00:05:02,728
I got this guy.

91
00:05:02,803 --> 00:05:04,999
We gonna argue about this?!

92
00:05:09,543 --> 00:05:11,068
What are you doing here?

93
00:05:11,144 --> 00:05:13,010
Just hanging around.

94
00:05:15,949 --> 00:05:17,417
[grunts ]

95
00:05:17,784 --> 00:05:18,717
[grunts ]

96
00:05:18,785 --> 00:05:19,718
Thanks.

97
00:05:19,786 --> 00:05:21,550
That thing on your arm.

98
00:05:21,621 --> 00:05:22,554
I know.

99
00:05:22,622 --> 00:05:23,555
Pretty smart, huh?

100
00:05:23,623 --> 00:05:25,649
This way,
I can't change to anything.

101
00:05:25,725 --> 00:05:28,160
You should be more
careful.

102
00:05:28,228 --> 00:05:29,161
[ crackling ]

103
00:05:29,229 --> 00:05:30,424
What for?

104
00:05:30,497 --> 00:05:31,965
I always win, anyway.

105
00:05:32,032 --> 00:05:33,295
Nice attitude.

106
00:05:33,366 --> 00:05:36,825
Hey, my overconfidence is one of
my most appealing qualities.

107
00:05:36,903 --> 00:05:38,667
No, it really isn't.

108
00:05:38,738 --> 00:05:40,866
Uh, that's getting kind
of hot.

109
00:05:40,941 --> 00:05:42,375
Sorry.

110
00:05:42,442 --> 00:05:45,207
It isn't working, anyway.

111
00:05:45,278 --> 00:05:46,473
[grunts ]

112
00:05:49,616 --> 00:05:50,709
You okay?

113
00:05:50,784 --> 00:05:52,685
Ugh, got a little headache.

114
00:05:52,752 --> 00:05:55,221
KRAAB:
There's no escape for you,
Tennyson.

115
00:05:55,288 --> 00:05:56,153
It's okay.

116
00:05:56,223 --> 00:05:57,782
I've got a plan.

117
00:05:57,858 --> 00:05:59,349
You do?

118
00:05:59,860 --> 00:06:01,692
[screaming ]

119
00:06:05,532 --> 00:06:08,468
Did you really think
you could overpower me?

120
00:06:08,535 --> 00:06:09,628
No.

121
00:06:09,703 --> 00:06:12,696
But I thought I could get close
enough to swipe your keys.

122
00:06:26,753 --> 00:06:29,279
Big Chill!

123
00:06:29,356 --> 00:06:30,790
Stay back!

124
00:06:33,593 --> 00:06:34,856
[alarm blaring ]

125
00:06:34,928 --> 00:06:35,952
Is that the...

126
00:06:36,029 --> 00:06:38,521
Auto pilot.
Yeah.

127
00:06:40,700 --> 00:06:41,963
Everything's fine.

128
00:06:42,035 --> 00:06:42,968
I can fly this thing.

129
00:06:43,036 --> 00:06:44,527
When you said everything's fine,

130
00:06:44,604 --> 00:06:48,063
you knew we were headed for an
asteroid field, right?

131
00:06:48,275 --> 00:06:50,938
I did not know that.

132
00:07:04,391 --> 00:07:07,987
No, I won't be --

133
00:07:08,061 --> 00:07:10,189
[ power slows ]

134
00:07:10,730 --> 00:07:15,566
You're going into
cold storage, Kraab.

135
00:07:17,304 --> 00:07:20,433
Kevin, are you driving this
thing?

136
00:07:20,507 --> 00:07:23,409
I can't wait till I get my own
license.

137
00:07:23,476 --> 00:07:24,569
Funny, Tennyson.

138
00:07:24,644 --> 00:07:25,942
Half our thrusters are out.

139
00:07:26,012 --> 00:07:28,675
It's all I can do to keep us
going in a straight line.

140
00:07:28,748 --> 00:07:32,515
Maybe straight
isn't such a good idea.

141
00:07:32,585 --> 00:07:33,518
[ ice cracking ]

142
00:07:33,586 --> 00:07:35,179
[grunts ]

143
00:07:36,589 --> 00:07:37,613
[gasps ]

144
00:07:39,592 --> 00:07:40,685
[grunting ]

145
00:07:40,760 --> 00:07:42,888
You're not going
anywhere.

146
00:07:42,963 --> 00:07:43,896
Ben?

147
00:07:43,964 --> 00:07:45,057
[ clanging ]

148
00:07:45,131 --> 00:07:46,155
I'm losing it.

149
00:08:03,483 --> 00:08:04,746
[grunts ]

150
00:08:09,723 --> 00:08:10,952
Nice!

151
00:08:11,024 --> 00:08:12,219
Can't talk now.

152
00:08:12,292 --> 00:08:13,453
There's more.

153
00:08:17,564 --> 00:08:19,760
Can you get this thing back
under control?

154
00:08:19,833 --> 00:08:21,096
Working on it.

155
00:08:21,167 --> 00:08:22,362
Work fast.

156
00:08:25,338 --> 00:08:27,034
I'll be right back.

157
00:08:27,307 --> 00:08:28,900
Keep cool.

158
00:08:29,743 --> 00:08:31,234
Is Kraab back on ice?

159
00:08:31,311 --> 00:08:33,712
I was gonna say that.

160
00:08:33,780 --> 00:08:35,043
How are we doing?

161
00:08:35,115 --> 00:08:36,913
I've got the engines
back online.

162
00:08:36,983 --> 00:08:38,542
But we still don't have any
brakes.

163
00:08:38,618 --> 00:08:41,520
And I don't know how
long I can keep this up.

164
00:08:41,588 --> 00:08:43,352
Time to go.

165
00:08:43,423 --> 00:08:44,857
Get back to Ship.

166
00:08:44,924 --> 00:08:46,187
What are you gonna do?

167
00:08:46,259 --> 00:08:49,752
Oh, it's gonna be cool.

168
00:09:05,512 --> 00:09:07,708
Ben, come back to the ship.

169
00:09:07,781 --> 00:09:09,807
Soon as I'm done.

170
00:09:11,618 --> 00:09:13,211
That's too big.

171
00:09:13,286 --> 00:09:15,050
No way you can stop it!

172
00:09:15,121 --> 00:09:17,113
Ha, watch me.

173
00:09:25,198 --> 00:09:26,131
Ben!

174
00:09:26,199 --> 00:09:27,132
That's it, Gwen.

175
00:09:27,200 --> 00:09:28,361
We got to go.

176
00:09:46,586 --> 00:09:49,055
I messed up...bad.

177
00:09:49,122 --> 00:09:50,522
Sure did.

178
00:09:50,590 --> 00:09:52,183
I couldn't save Kraab.

179
00:09:52,258 --> 00:09:54,523
Nope.
You totally blew it.

180
00:09:54,594 --> 00:09:56,825
Good thing we were
there to help out, huh,

181
00:09:56,896 --> 00:09:58,990
Mr. "I can handle it."

182
00:10:01,568 --> 00:10:03,002
You guys saved him?

183
00:10:03,069 --> 00:10:05,300
In my defense,
she made me.

184
00:10:05,371 --> 00:10:07,431
And what have we
learned?

185
00:10:07,507 --> 00:10:10,306
If we hurry,
I can still get home

186
00:10:10,376 --> 00:10:12,902
for the "Sumo Slammers"
marathon!

187
00:10:17,417 --> 00:10:18,680
Thanks for the ride.

188
00:10:18,751 --> 00:10:20,413
You sure you don't want to hang
out?

189
00:10:20,487 --> 00:10:22,752
What, and watch you
and Julie do homework?

190
00:10:22,822 --> 00:10:25,485
You could try doing
some yourself.

191
00:10:27,327 --> 00:10:28,761
See you later.

192
00:10:28,828 --> 00:10:29,921
[ horn honks ]

193
00:10:29,996 --> 00:10:31,897
Don't forget her dog.

194
00:10:32,499 --> 00:10:33,592
Almost did.

195
00:10:33,666 --> 00:10:35,157
Come here, Ship.

196
00:10:36,002 --> 00:10:36,935
Ship!

197
00:10:37,003 --> 00:10:38,869
Okay, I'll pick you up
later.

198
00:10:38,938 --> 00:10:41,931
What are you gonna do
all afternoon?

199
00:10:42,008 --> 00:10:44,341
[<i>sumo wrestlers grunting</i> ]

200
00:10:56,089 --> 00:10:59,116
This is the worst show
I've ever seen.

201
00:10:59,192 --> 00:11:00,057
Really?

202
00:11:00,126 --> 00:11:01,094
It's my favorite.

203
00:11:01,161 --> 00:11:03,824
Well, I don't watch a
lot of television.

204
00:11:03,897 --> 00:11:06,059
This isn't the best one
to start with.

205
00:11:06,132 --> 00:11:07,760
It's not
"Sumo Slammers classic."

206
00:11:07,834 --> 00:11:10,133
It's "Sumo Slammers:
Hero Generation."

207
00:11:10,203 --> 00:11:12,331
Yeah, I don't really care.

208
00:11:12,405 --> 00:11:14,101
BEN:
It's a sequel to
the original show.

209
00:11:14,174 --> 00:11:15,267
But they kind of messed it up.

210
00:11:15,341 --> 00:11:16,639
It's like five years later,

211
00:11:16,709 --> 00:11:19,873
and the bad guy Kenko has teamed
up with the hero, Ishyama.

212
00:11:19,946 --> 00:11:20,845
Uh-huh.

213
00:11:20,914 --> 00:11:24,316
It's not very realistic
is all I'm saying.

214
00:11:24,417 --> 00:11:25,316
Uh-huh.

215
00:11:25,385 --> 00:11:27,081
BEN:
Anyway, there's only five more

216
00:11:27,153 --> 00:11:28,917
of these before they
cycle back to the original show.

217
00:11:28,988 --> 00:11:30,251
You'll see. It's way better.

218
00:11:30,323 --> 00:11:31,757
Yeah.
I got to go.

219
00:11:31,824 --> 00:11:32,757
Where?

220
00:11:32,825 --> 00:11:34,191
KEVIN:
I don't know.

221
00:11:34,260 --> 00:11:36,092
Somewhere.

222
00:11:39,132 --> 00:11:42,068
I'm surrounded by nerds.

223
00:11:42,135 --> 00:11:43,865
[gasps ]
[tires screech ]

224
00:11:55,215 --> 00:11:56,274
[grunts ]

225
00:11:59,719 --> 00:12:01,153
[groans ]

226
00:12:02,755 --> 00:12:04,246
EVIL DIAMONDHEAD:
Kevin Levin,

227
00:12:04,324 --> 00:12:07,920
just the man I've been
looking for.

228
00:12:07,994 --> 00:12:09,121
[grunts ]

229
00:12:09,195 --> 00:12:10,026
[gasps ]

230
00:12:12,365 --> 00:12:13,333
[groans ]

231
00:12:13,399 --> 00:12:14,890
Ben?

232
00:12:16,903 --> 00:12:17,734
[gasps ]

233
00:12:19,072 --> 00:12:20,233
Not Ben!

234
00:12:26,045 --> 00:12:27,035
[grunts ]

235
00:12:43,930 --> 00:12:45,728
Albedo, right?

236
00:12:45,798 --> 00:12:48,632
You better start explaining
yourself.

237
00:12:51,271 --> 00:12:52,466
[grunts ]

238
00:12:52,605 --> 00:12:53,903
Uh-oh.

239
00:12:57,176 --> 00:12:59,839
[groans ]

240
00:13:02,015 --> 00:13:04,348
[groans ]

241
00:13:09,389 --> 00:13:11,551
VILGAX:
What took you so long?

242
00:13:11,624 --> 00:13:14,992
Surely it wasn't difficult to
defeat Levin.

243
00:13:17,463 --> 00:13:19,898
I stopped for chili fries.

244
00:13:19,966 --> 00:13:22,526
I've acquired a human weakness
for the delicacy.

245
00:13:25,738 --> 00:13:29,641
I'm still not convinced this
plan of yours makes any sense.

246
00:13:29,709 --> 00:13:32,975
Every time Tennyson's
beaten either of us,

247
00:13:33,046 --> 00:13:35,379
it's been with the help of his
friends.

248
00:13:35,448 --> 00:13:38,282
But this time, we strip them
away from him,

249
00:13:38,351 --> 00:13:40,445
then attack him together.

250
00:13:40,520 --> 00:13:42,182
And take his Omnitrix,

251
00:13:42,255 --> 00:13:46,022
which you claim you no
longer desire.

252
00:13:46,092 --> 00:13:48,357
It's yours, Albedo.

253
00:13:48,428 --> 00:13:51,626
I want to see Ben Tennyson
defeated before me,

254
00:13:51,698 --> 00:13:54,463
alive only
long enough to witness me

255
00:13:54,534 --> 00:13:57,527
conquering his pitiful backwater
planet.

256
00:13:57,603 --> 00:13:58,866
Keep the watch.

257
00:13:58,938 --> 00:14:03,933
I want this world...
and Tennyson's head.

258
00:14:06,946 --> 00:14:08,938
[<i>sumo wrestlers grunting</i> ]

259
00:14:16,456 --> 00:14:18,220
[ cellphone rings ]

260
00:14:18,291 --> 00:14:20,726
Oh, man.

261
00:14:20,793 --> 00:14:21,726
Hello?

262
00:14:22,428 --> 00:14:23,396
Is Kevin with you?

263
00:14:23,463 --> 00:14:25,329
He was supposed to pick me up an
hour ago,

264
00:14:25,398 --> 00:14:27,026
and he's not answering
his phone.

265
00:14:27,367 --> 00:14:28,995
He left here a while ago.

266
00:14:29,068 --> 00:14:31,401
Want me to see if my mom will
come give you a ride?

267
00:14:31,471 --> 00:14:32,564
Forget it.

268
00:14:32,638 --> 00:14:33,537
I'll walk home.

269
00:14:33,606 --> 00:14:34,869
<i>If he shows up --</i>

270
00:14:34,941 --> 00:14:36,273
I'll tell him he's in
the doghouse.

271
00:14:36,342 --> 00:14:37,742
Got it.
[ beep]

272
00:14:38,444 --> 00:14:41,039
Kevin Levin, you will
rue the day that you --

273
00:14:41,114 --> 00:14:43,276
What's going on?

274
00:14:44,617 --> 00:14:45,550
Kevin?

275
00:14:45,618 --> 00:14:46,984
Kevin!

276
00:14:49,255 --> 00:14:51,417
This is a crime scene, miss.
Stay back.

277
00:14:51,491 --> 00:14:53,357
I-it's my boyfriend's
car.

278
00:14:53,426 --> 00:14:55,691
Is he --

279
00:14:56,763 --> 00:14:57,731
There's no driver.

280
00:14:57,797 --> 00:15:00,164
He must have walked
away from it.

281
00:15:03,336 --> 00:15:04,770
Lucky.

282
00:15:04,837 --> 00:15:06,271
What did you say your name was?

283
00:15:06,339 --> 00:15:08,433
Gwen Tennyson.

284
00:15:08,508 --> 00:15:09,601
Where are you going?

285
00:15:09,675 --> 00:15:12,577
Uh, to check
the hospitals!

286
00:15:21,854 --> 00:15:25,313
ALBEDO:
That looks like a
piece of Diamondhead, doesn't it?

287
00:15:25,391 --> 00:15:27,326
But that's impossible, right?

288
00:15:27,393 --> 00:15:29,055
Well, so is this.

289
00:15:32,031 --> 00:15:34,557
Turbo!

290
00:15:35,334 --> 00:15:36,768
[grunts ]

291
00:15:56,422 --> 00:15:57,253
[ coughs ]

292
00:15:57,323 --> 00:16:00,225
Say good night, Gwen.

293
00:16:01,727 --> 00:16:06,756
Ahh.
Two down, one to go.

294
00:16:10,636 --> 00:16:13,231
[sizzling ]

295
00:16:13,306 --> 00:16:14,774
Ah, there's nothing like

296
00:16:14,841 --> 00:16:17,606
a fresh batch of deep-fried
octopus eyes.

297
00:16:17,677 --> 00:16:19,839
[ inhales deeply]

298
00:16:20,513 --> 00:16:24,609
Now, where's that zero-trans-fat
cooking oil?

299
00:16:24,684 --> 00:16:26,744
[thumping ]

300
00:16:39,732 --> 00:16:41,724
[grunting ]

301
00:16:45,271 --> 00:16:46,899
[shrieks ]

302
00:16:52,712 --> 00:16:54,977
[growls ]

303
00:17:00,653 --> 00:17:03,179
[<i>sumo wrestlers grunting</i> ]

304
00:17:06,592 --> 00:17:07,855
Grandpa?

305
00:17:07,927 --> 00:17:09,361
We've got trouble, Ben.

306
00:17:09,428 --> 00:17:10,691
It's your evil twin.

307
00:17:10,763 --> 00:17:12,391
He --

308
00:17:12,465 --> 00:17:14,661
Greetings,
Ben Tennyson.

309
00:17:14,734 --> 00:17:17,226
Since your grandfather managed
to escape me,

310
00:17:17,303 --> 00:17:19,863
you must already
know that I'm after you.

311
00:17:19,939 --> 00:17:23,706
But did you know that I have
your friends?

312
00:17:23,776 --> 00:17:25,768
Albedo,
let them go or --

313
00:17:25,845 --> 00:17:26,778
Easy, Ben.

314
00:17:26,846 --> 00:17:28,280
He wants you angry.

315
00:17:28,347 --> 00:17:30,282
Then today's his lucky day.

316
00:17:30,349 --> 00:17:31,942
I'm coming for you,
Albedo!

317
00:17:32,018 --> 00:17:33,577
It's just a broadcast.

318
00:17:33,653 --> 00:17:34,643
He can't hear you.

319
00:17:34,720 --> 00:17:37,554
I've sent my
coordinates to your Omnitrix.

320
00:17:37,623 --> 00:17:42,425
If you want to see your friends
alive again, I'd hurry.

321
00:17:43,629 --> 00:17:45,222
It's obviously a trap.

322
00:17:45,298 --> 00:17:46,732
He knows where you are.

323
00:17:46,799 --> 00:17:48,563
He could have attacked you here.

324
00:17:48,634 --> 00:17:51,263
Wherever he wants to do
it is fine with me.

325
00:17:51,337 --> 00:17:53,533
Don't be overconfident,
Ben.

326
00:17:53,606 --> 00:17:55,837
We'll call some of the Plumber
kids back to Earth,

327
00:17:55,908 --> 00:17:58,844
put a plan together,
go up against him in force.

328
00:17:58,911 --> 00:18:00,675
Right, Ben?

329
00:18:00,746 --> 00:18:02,044
Ben?

330
00:18:03,082 --> 00:18:04,345
[groans ]

331
00:18:04,417 --> 00:18:06,909
It's only cool when I do it.

332
00:18:14,894 --> 00:18:16,760
[ beeping ]

333
00:18:16,829 --> 00:18:18,422
I know it's a trap.

334
00:18:18,497 --> 00:18:22,264
I'm not just walking in there.

335
00:18:22,335 --> 00:18:23,963
ALBEDO:
Then I'll come out.

336
00:18:26,005 --> 00:18:27,268
And you're right.

337
00:18:27,340 --> 00:18:29,605
It is a trap.

338
00:18:31,911 --> 00:18:35,279
I see you got your knockoff
Omnitrix working again.

339
00:18:46,692 --> 00:18:49,992
Humongousaur!

340
00:18:51,097 --> 00:18:53,328
It's not a knockoff.

341
00:18:53,399 --> 00:18:56,028
It's the Ultimatrix.

342
00:18:56,102 --> 00:19:00,039
And it's a definite improvement
over the original.

343
00:19:00,106 --> 00:19:02,200
Want to see?

344
00:19:02,775 --> 00:19:07,270
[ beeps ]
Not only can I transform into
anything you can,

345
00:19:07,346 --> 00:19:13,217
but I can also evolve those
creatures to their ultimate form.

346
00:19:22,628 --> 00:19:27,293
Meet Ultimate Humongousaur.

347
00:19:28,634 --> 00:19:32,162
Eh, I've beaten
tougher guys than you.

348
00:19:32,872 --> 00:19:34,534
Really?

349
00:19:34,607 --> 00:19:35,700
When?

350
00:19:35,775 --> 00:19:39,507
For starters,
how about now?

351
00:19:39,578 --> 00:19:41,012
[grunts ]

352
00:19:47,520 --> 00:19:50,354
It's gonna take more than that
to --

353
00:20:09,575 --> 00:20:11,168
VILGAX:
Wait.

354
00:20:11,243 --> 00:20:13,439
We still need him.

355
00:20:19,151 --> 00:20:21,780
Here's what's going to happen,
Ben Tennyson.

356
00:20:21,854 --> 00:20:25,120
You're going to give me
the Omnitrix.

357
00:20:26,726 --> 00:20:29,491
Or I'm going to kill your
friends.

358
00:20:29,562 --> 00:20:30,962
Don't listen to him!

359
00:20:31,030 --> 00:20:33,829
He's just a big green
blowhard!

360
00:20:33,899 --> 00:20:34,992
[screams ]

361
00:20:35,534 --> 00:20:39,096
What's it going to be,
Tennyson?

362
00:20:40,239 --> 00:20:42,731
Okay, stop.

363
00:20:42,875 --> 00:20:44,776
Don't do it, Ben.

364
00:20:45,077 --> 00:20:47,672
Omnitrix, voice-command mode.

365
00:20:47,747 --> 00:20:50,046
<i>This mode is locked and not
available.</i>

366
00:20:50,116 --> 00:20:52,449
Command
function override.

367
00:20:52,518 --> 00:20:53,781
Code 10.

368
00:20:53,853 --> 00:20:55,116
<i>Override accepted.</i>

369
00:20:55,187 --> 00:20:56,917
Decouple Ominitrix.

370
00:20:56,989 --> 00:20:59,959
Command code --
zero, zero, zero.

371
00:21:00,025 --> 00:21:01,960
Release coupling.
Zero.

372
00:21:02,027 --> 00:21:04,019
<i>Command accepted.</i>

373
00:21:04,864 --> 00:21:07,026
<i>Omnitrix decoupled.</i>

374
00:21:12,271 --> 00:21:14,103
Give it to me.

375
00:21:19,812 --> 00:21:24,307
[laughing evilly]

