1 00:00:07,640 --> 00:00:10,577 [ Beeping ] [ Electricity crackling ] 2 00:00:32,980 --> 00:00:34,340 >> Gwen: I hear normal kids 3 00:00:34,340 --> 00:00:35,568 normally spend their normal 4 00:00:35,568 --> 00:00:37,837 summer vacations at the beach or 5 00:00:37,837 --> 00:00:39,205 the mall -- oho! 6 00:00:39,205 --> 00:00:40,730 That's right. 7 00:00:40,730 --> 00:00:41,508 We were supposed to go to the 8 00:00:41,508 --> 00:00:42,609 mall today. 9 00:00:42,609 --> 00:00:43,743 >> Max: Sorry, honey. 10 00:00:43,743 --> 00:00:45,812 Got a little sidetracked. 11 00:00:50,383 --> 00:00:52,786 [ Machinery whirring ] 12 00:00:52,786 --> 00:00:55,555 >> This nuclear reactor is the 13 00:00:55,555 --> 00:00:58,958 perfect way to detonate my DNA 14 00:00:58,958 --> 00:01:01,961 bomb into the atmosphere and 15 00:01:01,961 --> 00:01:04,631 de-evolutionize the world! 16 00:01:04,631 --> 00:01:06,800 [ Door crashes open ] 17 00:01:06,800 --> 00:01:15,308 >> Gwen: Took him long enough. >> Heatblast: Okay, animo, science class is canceled. 18 00:01:15,308 --> 00:01:19,713 >> Fool! In less than a minute, the world will get a lesson it will never 19 00:01:19,713 --> 00:01:27,821 forget! In the meantime, meet my latest creation. 20 00:01:27,821 --> 00:01:31,958 >> Heatblast: Bring it on! I'll barbecue that bug. 21 00:01:36,329 --> 00:01:43,136 Oh, yeah. Being a hero rocks! >> [ Screeching ] 22 00:01:57,851 --> 00:02:06,493 >> Gwen: Hey! Hothead, DNA bomb ticking down over here, remember? 23 00:02:06,493 --> 00:02:11,310 Aah! Oh! 24 00:02:19,372 --> 00:02:25,712 >> Even you can't generate enough heat to melt that casing! >> Heatblast: If I can't shut it 25 00:02:25,712 --> 00:02:33,953 down, I'll just have to turn it up. >> Gwen: Ben, you don't know 26 00:02:33,953 --> 00:02:37,657 what that's going to do. >> Heatblast: Can't be any worse than what's going to happen if I 27 00:02:37,657 --> 00:02:46,900 don't. >> No! You're overloading the system! 28 00:02:46,900 --> 00:02:49,102 >> Heatblast: That's the idea. 29 00:02:59,913 --> 00:03:01,948 [ Alarm blaring ] 30 00:03:10,900 --> 00:03:14,627 [ Electricity crackling ] >> Max: [ Grunts ] 31 00:03:20,100 --> 00:03:28,942 >> You may have ruined my plan today, Tennyson, but there's always tomorrow! 32 00:03:28,942 --> 00:03:34,447 >> Max: Ben, are you okay? >> Ben: Yeah. Good thing I was heatblast, 'cause that DNA wave 33 00:03:34,447 --> 00:03:38,180 would have scrambled me. [ Beeps ] >> Gwen: What's up with the 34 00:03:38,180 --> 00:03:41,755 watch? >> Ben: I don't know. 35 00:03:56,302 --> 00:04:00,373 [ Beeping ] All right! I got the green early. 36 00:04:00,373 --> 00:04:04,277 >> Max: Hold off, now, Ben. Who knows what's going on? >> Ben: But animo is getting 37 00:04:04,277 --> 00:04:06,546 away. I can't catch him if I don't go hero. 38 00:04:06,546 --> 00:04:16,556 Stinkfly cleared for takeoff. >> Wildmutt: [ Growls ] >> Grey matter: Sometimes I 39 00:04:16,556 --> 00:04:22,262 think this thing just plain hates me. >> Gwen: How are you planning on 40 00:04:22,262 --> 00:04:25,532 catching up to animo now, short stuff? 41 00:04:28,968 --> 00:04:36,760 >> Someday, my pet, that snot-nosed hero will get his! >> Grey matter: In the meantime, 42 00:04:36,760 --> 00:04:38,440 here's yours. 43 00:04:43,350 --> 00:04:45,352 >> [ Grunting ] 44 00:04:52,192 --> 00:05:00,200 Time...To cut this little pygmy punk down to size! >> Grey matter: Whoa! 45 00:05:00,200 --> 00:05:05,739 Whoa-oh! >> Aah! 46 00:05:09,175 --> 00:05:15,480 [ Grunting ] >> Grey matter: Ohh, that's gonna leave a mark. 47 00:05:15,480 --> 00:05:23,790 >> Ben: [ Grunting ] Aah! Huh? 48 00:05:23,790 --> 00:05:27,127 >> Max: You're really getting good at some of those spells in that book. 49 00:05:27,127 --> 00:05:32,332 >> Gwen: Practice makes perfect. >> Ben: That was awesome. What's next? 50 00:05:32,332 --> 00:05:35,635 >> Gwen: Now we get to do something I want to do for a change. 51 00:05:35,635 --> 00:05:37,904 >> Ben: What? Aw, man! 52 00:05:44,100 --> 00:05:47,881 Take that! Hyah! And that! Hyah! And that! 53 00:05:47,881 --> 00:05:49,883 [ Grunting ] 54 00:05:56,356 --> 00:06:03,863 You're going down. Sumo slammers death blow! Aah! 55 00:06:03,863 --> 00:06:08,802 >> This is a store, not a boxing ring. 56 00:06:13,406 --> 00:06:17,677 >> Gwen: How do you think these will make me look? >> Ben: Like a total -- mnh! 57 00:06:17,677 --> 00:06:20,914 >> Max: You'd look lovely in all of them. >> Gwen: But I don't know which 58 00:06:20,914 --> 00:06:28,521 one to pick. >> Max: So get them all. >> Gwen: Thanks, grandpa. 59 00:06:28,521 --> 00:06:31,791 Pbht! >> Ben: Bleh! [ Coughs ] 60 00:06:31,791 --> 00:06:35,628 >> Max: Let's not ruin Gwen's day, huh? >> Ben: What about ruiningmy 61 00:06:35,628 --> 00:06:39,432 day? I'm the one stuck in some dumb clothing store duringmysummer 62 00:06:39,432 --> 00:06:43,570 vacation. >> Max: Now, Ben, Gwen needs a break from the whole "battling 63 00:06:43,570 --> 00:06:47,974 bad guys and aliens" thing -- that's all. She just wants to feel normal 64 00:06:47,974 --> 00:06:51,478 again. >> Ben: Trust me -- there's nothing normal about Gwen. 65 00:06:51,478 --> 00:06:54,647 [ Door opens ] Huh? >> Gwen: This is so fun! 66 00:06:54,647 --> 00:06:58,318 [ Gasps ] Hey, can we go shoe shopping after this? 67 00:06:58,318 --> 00:07:07,827 [ Beeping ] [ Electricity crackles ] >> Ben: Yaaah! 68 00:07:07,827 --> 00:07:14,634 >> Gwen: Ben! >> Ben: It wasn't my fault -- the watch just wigged out. 69 00:07:14,634 --> 00:07:21,307 [ Chuckles ] And not my size. >> Gwen: Banned from an entire 70 00:07:21,307 --> 00:07:25,345 mall?! I've never been so humiliated in all my life! 71 00:07:25,345 --> 00:07:29,449 >> Ben: That's not true. You've been humiliated plenty of times worse than that. 72 00:07:29,449 --> 00:07:34,921 >> Gwen: Yeah, and all by you! >> Ben: That's all I'm saying. >> Max: Okay, you two. 73 00:07:34,921 --> 00:07:38,992 We'll all feel better after a good night's sleep. >> Gwen: Only if I wake up with 74 00:07:38,992 --> 00:07:42,295 a new cousin. >> Ben: Pbht! 75 00:07:46,533 --> 00:07:53,373 [ Thumps ] Oh, morning already? Oh, somebody turn off the sun. 76 00:07:53,373 --> 00:07:59,212 >> Max: Oh, it's 3:30. The sun doesn't come up for another two hours. 77 00:07:59,212 --> 00:08:01,214 [ Machinery whirring ] 78 00:08:08,388 --> 00:08:10,390 [ Whirring continues ] 79 00:08:15,462 --> 00:08:21,368 [ Whirring stops ] >> Ben: I don't know who that is, but he's gonna think twice 80 00:08:21,368 --> 00:08:26,406 before he changes my wake-up call. Going hero. 81 00:08:26,406 --> 00:08:34,981 Whoa! A diamondhead crystal? [ Beeps ] Tetrax! 82 00:08:34,981 --> 00:08:40,720 >> Good to see you again, Ben. >> Ben: [ Chuckling ] Yeah. It's good to see you, too. 83 00:08:40,720 --> 00:08:43,990 >> Gwen: We haven't seen you since we took down sixsix together. 84 00:08:43,990 --> 00:08:49,596 How have you been? >> I've been a little busy, but i came as soon as I heard. 85 00:08:49,596 --> 00:08:54,668 >> Ben: Yeah, about munching that x-321 you gave me -- see, i was going after animo, and I 86 00:08:54,668 --> 00:08:58,204 zigged instead of zagged, and, well... >> I'm not here about that 87 00:08:58,204 --> 00:09:02,800 board, Ben. >> Ben: Really? Then why are you here? 88 00:09:02,800 --> 00:09:06,346 >> I picked up the sdm signal from the omnitrix. >> Ben: This? It's just the 89 00:09:06,346 --> 00:09:12,619 watch acting wacko again -- no biggie. >> Max: Sdm? Self-destruct mode? 90 00:09:12,619 --> 00:09:16,122 >> The omnitrix broadcasts a signal when it begins its countdown. 91 00:09:16,122 --> 00:09:20,126 >> Ben: The watch is gonna destroy itself? >> Along with whoever is wearing 92 00:09:20,126 --> 00:09:23,396 it at the time. >> Ben: Oh, man. 93 00:09:26,766 --> 00:09:32,772 >> So, you have no idea what triggered the omnitrix self-destruct mode? 94 00:09:32,772 --> 00:09:36,409 >> Gwen: Ben, you don't know what that's going to do. 95 00:09:40,747 --> 00:09:46,453 [ Electricity crackling ] >> Ben: It's a mystery. >> Gwen: Really? 96 00:09:46,453 --> 00:09:52,392 Think hard, Ben. You don't rememberanythingthat may have caused this to happen? 97 00:09:52,392 --> 00:09:56,963 >> Ben: Well, it doesn't really matter, does it, Gwen, since tetrax is here to take care of 98 00:09:56,963 --> 00:10:00,233 it. >> I haven't a clue how to deactivate the omnitrix. 99 00:10:00,233 --> 00:10:03,903 Only azmuth would know how to do that. >> Ben: Who's azmuth? 100 00:10:03,903 --> 00:10:08,742 >> The rumored creator of the omnitrix. Details on him are sketchy at 101 00:10:08,742 --> 00:10:12,780 best. No one is even quite sure which planet he lives on. 102 00:10:12,780 --> 00:10:15,982 >> Gwen: So, how are you going to find him? >> On my ship, I have the 103 00:10:15,982 --> 00:10:20,120 equipment we need to examine the omnitrix for azmuth's DNA signature. 104 00:10:20,120 --> 00:10:24,991 It's like an autograph on his work. Once we have that, we can scan 105 00:10:24,991 --> 00:10:30,630 the galaxy until we locate him. >> Max: How long until the watch self-destructs? 106 00:10:30,630 --> 00:10:35,702 >> Judging from the pattern's repetition, I'd say less than four earth days. 107 00:10:35,702 --> 00:10:40,600 We'd better get going. There's no telling who else has picked up on the signal. 108 00:10:40,600 --> 00:10:46,946 >> Max: Road trip, space style! >> Sorry, Max. We can't run the risk of some 109 00:10:46,946 --> 00:10:51,451 alien somewhere recognizing you. >> Max: I understand. I guess you're gonna get that 110 00:10:51,451 --> 00:10:55,955 break from your cousin after all. >> Ben: Translation -- no dweebs 111 00:10:55,955 --> 00:11:00,393 allowed in space. >> Max: Ben, I'm concerned you're not taking this 112 00:11:00,393 --> 00:11:04,631 seriously. >> Ben: I know, I know. It's always serious, grandpa, 113 00:11:04,631 --> 00:11:08,835 and I always win. >> Gwen: With some help, thank you very much. 114 00:11:08,835 --> 00:11:14,474 >> Ben: I'll be okay, okay? We'll find the creator, he'll fix the watch, and I'll be back 115 00:11:14,474 --> 00:11:19,813 before you know it. >> Gwen: Try not to mess things up, okay? 116 00:11:19,813 --> 00:11:23,917 >> Ben: Since when do I ever mess things up? >> Gwen: Do you want your list 117 00:11:23,917 --> 00:11:27,721 in chronological or alphabetical order? >> Max: Take good care of my 118 00:11:27,721 --> 00:11:29,723 grandson. 119 00:11:34,661 --> 00:11:39,366 >> Ben: Cool. >> Yes, it is...Cool, isn't it? 120 00:11:58,718 --> 00:12:04,257 >> Ben: Whoa, what's this? >> This is my training room. Have to stay in shape between 121 00:12:04,257 --> 00:12:09,950 missions. That's the hover simulator. It can re-create over 1,000 122 00:12:09,950 --> 00:12:12,899 different courses. You're welcome to use it any time. 123 00:12:12,899 --> 00:12:18,304 >> Ben: Yeah! Yes! Whoo-hoo! Yeah! [ Gasps ] 124 00:12:18,304 --> 00:12:22,409 Whoa. Awesome! Check it out! 125 00:12:22,409 --> 00:12:28,810 [ Laughs ] Looks like a big video game. Aah! 126 00:12:28,810 --> 00:12:33,253 Living snot! >> That's my pilot, gluto. >> Ben: Hey. 127 00:12:33,253 --> 00:12:37,390 >> [ Murmurs indistinctly ] >> Ben: Yeah, nice to meet you, too. 128 00:12:37,390 --> 00:12:43,930 >> I assume you're familiar with space-travel protocol? >> Ben: Oh, sure. 129 00:13:00,347 --> 00:13:02,615 >> [ Murmuring ] 130 00:13:10,824 --> 00:13:20,934 >> Ben: So this is what a pancake feels like! A-a-a-a-a-a-ah! 131 00:13:20,934 --> 00:13:29,142 Ah, hey! Yeah! Whoo-hoo! [ Laughing ] 132 00:13:29,142 --> 00:13:34,470 >> Initiating artificial gravity. >> Ben: [ Gulps ] 133 00:13:34,470 --> 00:13:38,318 Ugh! Space travel looks so much easier in the movies. 134 00:13:38,318 --> 00:13:43,823 >> I don't mean to interrupt your naptime, but we really should examine the watch. 135 00:13:50,630 --> 00:13:57,337 >> Your ship will be useful in my quest for the omnitrix, and when I recover it, I will exact 136 00:13:57,337 --> 00:14:04,577 my revenge on the earth-boy who imprisoned me in that cursed null void dimension. 137 00:14:09,416 --> 00:14:13,520 >> Master, we have intercepted a signal. It appears to be from the 138 00:14:13,520 --> 00:14:22,328 omnitrix. >> The omnitrix in space? What is Tennyson up to? 139 00:14:22,328 --> 00:14:26,499 >> Ready? >> Ben: Would "no" be an option? >> don't worry. 140 00:14:26,499 --> 00:14:30,537 I've had many of these tests performed on myself. Never felt a thing. 141 00:14:30,537 --> 00:14:36,109 >> Ben: But don't you have, like, diamond-hard skin? >> Ah. 142 00:14:36,109 --> 00:14:38,445 Good point. Let's get started. 143 00:15:19,850 --> 00:15:22,922 Can't find azmuth's DNA signature anywhere. Do you have any ideas where it 144 00:15:22,922 --> 00:15:26,760 could be? >> Ben: When my dad got my mom a watch for their anniversary, he 145 00:15:26,760 --> 00:15:31,831 had them engrave some writing on the back of it. >> Of course. 146 00:15:41,700 --> 00:15:48,648 Found it. Now we can scan for the being with that DNA composition. 147 00:15:48,648 --> 00:15:54,621 That can't be right. According to this, azmuth is on incarcicon, the prison planet. 148 00:15:54,621 --> 00:15:59,292 >> Ben: The creator of the omnitrix is in some space slammer? 149 00:15:59,292 --> 00:16:04,297 Why? >> Unknown, but it's home to the scummiest of the scum of the 150 00:16:04,297 --> 00:16:09,602 universe. Lay a course to incarcicon. >> [ Murmuring ] 151 00:16:09,602 --> 00:16:16,609 [ Gasps ] >> Security breach, lower level. We have an intruder. 152 00:16:16,609 --> 00:16:22,682 We have to assume the worst. If we split up, we can cover more ground. 153 00:16:22,682 --> 00:16:25,518 >> Ben: Especially xlr8. 154 00:16:28,621 --> 00:16:32,492 >> Wildmutt: [ Growls ] >> Good thinking. The vulpin's keen senses should 155 00:16:32,492 --> 00:16:39,399 be able to sniff out the intruder. >> Wildmutt [ Snarling ] 156 00:16:39,399 --> 00:16:41,401 [ Sniffing ] 157 00:16:47,700 --> 00:16:56,160 [ Rustling ] [ Snarling ] [ Growling ] 158 00:17:02,322 --> 00:17:10,196 [ Crash ] >> Gwen: Hey! Paws off, fido! Save the mad dog routine, will 159 00:17:10,196 --> 00:17:14,567 ya? It's not like Iwantto be here, but I figured you could use some 160 00:17:14,567 --> 00:17:17,570 backup. >> Wildmutt: [ Growls ] 161 00:17:19,239 --> 00:17:21,541 [ Alarm blaring ] 162 00:17:30,617 --> 00:17:45,732 [ Alarm blaring ] >> Gwen: I can't hold on! A-a-a-a-h! 163 00:17:45,732 --> 00:17:57,310 Ugh! [ Nails screeching ] [ Both grunt ] 164 00:17:57,310 --> 00:18:03,316 >> Gwen: [ Sighs ] >> What happened? >> Ben: Door must be defective. 165 00:18:03,316 --> 00:18:08,722 It just flew open. >> Gwen, you're the intruder? >> Gwen: Sorry. 166 00:18:08,722 --> 00:18:14,940 I just figured since Ben can't find his toothbrush when it's stuck in his mouth, he could use 167 00:18:14,940 --> 00:18:18,298 some help finding the creator. >> Ben: Hey! >> Gwen: I'm just kidding. 168 00:18:18,298 --> 00:18:22,769 Ben never brushes his teeth. >> Ben: Can we turn around and drop her back on earth? 169 00:18:22,769 --> 00:18:27,941 You know, like from orbit? >> Sorry, Ben, no time. We need every moment the 170 00:18:27,941 --> 00:18:32,245 omnitrix -- [ Beeping ] The countdown appears to have 171 00:18:32,245 --> 00:18:35,982 accelerated. I have to check something out. 172 00:18:46,259 --> 00:18:50,930 >> Gwen: Aren't you a little bit worried that the self-destruct countdown has sped up? 173 00:18:50,930 --> 00:18:54,701 >> Ben: Nah. I work best under pressure. >> Gwen: This doesn't only 174 00:18:54,701 --> 00:18:58,772 affect you, you know. What about grandpa? I'm sure he doesn't want you to 175 00:18:58,772 --> 00:19:03,943 get vaporized...Or whatever. >> Ben: Look, tetrax and I have it covered. 176 00:19:03,943 --> 00:19:08,140 We'll find azmuth, he'll fix the watch, and I'll keep kicking alien butt. 177 00:19:08,140 --> 00:19:13,620 >> Gwen: Tetrax said azmuth would deactivate the omnitrix, not fix it. 178 00:19:13,620 --> 00:19:22,280 >> Ben: A-a-a-h! Ugh! You're just trying to mess with 179 00:19:22,280 --> 00:19:26,199 me. >> I'm afraid Gwen's right, Ben. Truthfully, I thought you'd be 180 00:19:26,199 --> 00:19:30,837 relieved to have it off. You've done well with the omnitrix, better than any 181 00:19:30,837 --> 00:19:34,874 earthling could have, but now you can have a normal life again. 182 00:19:34,874 --> 00:19:39,145 >> Ben: Normal? Who wants to be normal? If you're not a hero, you're a 183 00:19:39,145 --> 00:19:43,750 zero. >> Gwen: Thanks a lot. >> Unfortunately, the computers 184 00:19:43,750 --> 00:19:48,521 confirm my fears. Your transformations speed up the countdown. 185 00:19:48,521 --> 00:19:53,560 To be safe, you shouldn't use the omnitrix again. >> Ben: Huh? 186 00:19:53,560 --> 00:20:03,360 Whoa-oa-oa! [ Groans ] Oh, man. 187 00:20:03,360 --> 00:20:10,210 >> [ Murmuring ] >> Gwen: I see! That's very cool. 188 00:20:10,210 --> 00:20:14,214 >> Ben: Great. Gwen's in love with the snot blob. 189 00:20:14,214 --> 00:20:17,217 >> We're coming upon incarcicon. 190 00:20:26,393 --> 00:20:32,650 >> You are approaching secure space of the incarcicon intergalactic detention center. 191 00:20:32,650 --> 00:20:36,436 Identify yourself or be destroyed. >> Ben: What now? 192 00:20:36,436 --> 00:20:38,905 [ Beeping ] 193 00:21:01,661 --> 00:21:06,299 >> Vendor security clearance accepted. Proceed to sanitation disposal 194 00:21:06,299 --> 00:21:10,670 bay number four. >> Ben: [ Chuckles nervously ] 195 00:21:16,142 --> 00:21:21,414 >> Gwen: Sanitation disposal bay number four? They think we're a garbage 196 00:21:21,414 --> 00:21:23,450 truck? 197 00:21:38,980 --> 00:21:42,635 >> I downloaded the DNA signature into my scanner. It should lead us directly to 198 00:21:42,635 --> 00:21:47,774 azmuth, but if these prisoners see a human, it'll be trouble. >> Gwen: Wow. 199 00:21:47,774 --> 00:21:53,213 The rest of the universe hates us that much? >> No, most species love humans. 200 00:21:53,213 --> 00:21:59,452 They're considered quite a delicacy. >> Ben: I could go alien, just 201 00:21:59,452 --> 00:22:03,790 this once. >> And risk speeding up the self-destruct mode even more? 202 00:22:03,790 --> 00:22:07,627 No. Every second's too critical until we find azmuth. 203 00:22:07,627 --> 00:22:12,132 You thinking what I'm thinking? >> [ Murmurs ] >> Exactly. 204 00:22:12,132 --> 00:22:18,938 From time to time, my missions require a disguise. I have just the one for you two. 205 00:22:25,145 --> 00:22:27,113 >> [ Whimpering ] 206 00:22:38,591 --> 00:22:44,431 >> Gwen: I'm an alien's butt. It's official -- worst summer of my life. 207 00:22:44,431 --> 00:22:50,737 >> Ben: Hey, "rock, paper, scissors," two out of three -- i won fair and square. 208 00:22:50,737 --> 00:22:55,750 Where are the guards? >> No guards, no rules, no parole. 209 00:22:55,750 --> 00:23:00,347 On incarcicon, it's survival of the meanest. These aren't friendly types. 210 00:23:00,347 --> 00:23:09,550 They're all here for a reason -- some of them, lots of reasons. >> [ Squeals ] 211 00:23:15,695 --> 00:23:18,398 >> Mine! Mine! 212 00:23:24,371 --> 00:23:29,976 >> Ben: Uh, help yourself. I'm on a diet. >> Gwen: What? What's happening? 213 00:23:29,976 --> 00:23:36,216 >> Ben: Trust me, you don't want to know. >> Snacktime's over. 214 00:23:36,216 --> 00:23:40,320 Now move along. Unless we have some other business. 215 00:23:40,320 --> 00:23:45,291 >> [ Growls ] >> Maybe you guys should wait over on the side until I can 216 00:23:45,291 --> 00:23:48,595 scope this place out. 217 00:23:52,399 --> 00:23:54,434 >> Ben: Hey, watch it! 218 00:24:01,808 --> 00:24:07,480 Huh? It can't be! No way! 219 00:24:07,480 --> 00:24:11,985 He must have picked up on the self-destruct signal. How did he know the creator was 220 00:24:11,985 --> 00:24:14,587 here? >> Gwen: Who are you babbling about? 221 00:24:14,587 --> 00:24:19,359 >> Ben: If I have to give up going hero, at least I'm gonna take down vilgax once and for 222 00:24:19,359 --> 00:24:24,597 all. >> Gwen: Vilgax? Ben, wait! 223 00:24:24,597 --> 00:24:28,668 >> All: [ Growling ] >> Gwen: Hi! You guys have all had dinner, 224 00:24:28,668 --> 00:24:36,176 right? >> Upchuck: I'm gonna chew you up and spit you out! 225 00:24:36,176 --> 00:24:41,681 [ Chomps ] [ Belches ] 226 00:24:54,627 --> 00:24:58,365 >> [ Speaks native language ] >> It's not my fault you're here, sixsix. 227 00:24:58,365 --> 00:25:01,935 don't do the crime if you can't do the time. 228 00:25:15,382 --> 00:25:21,821 >> What's your problem? >> Upchuck: That voice. Hey, you're not vilgax. 229 00:25:21,821 --> 00:25:26,126 You're a girl! >> Yeah, I know. 230 00:25:34,501 --> 00:25:38,605 >> He turned into a human -- but how? >> The omnitrix! 231 00:25:38,605 --> 00:25:44,778 He's wearing the omnitrix! >> Itdoesexist. >> That's our ticket out of 232 00:25:44,778 --> 00:25:49,182 here! >> The omnitrix, he's got it! >> Ben: I think we're in 233 00:25:49,182 --> 00:25:55,822 trouble. >> Gwen: I really wish I was at the mall right now. 234 00:25:59,192 --> 00:26:07,367 [ All growling ] >> Gwen: Way to keep a low profile, genius. 235 00:26:07,367 --> 00:26:10,603 >> Ben: Looks like we're on our own. >> Gwen: I was afraid you were 236 00:26:10,603 --> 00:26:16,810 going to say that. [ Strains ] 237 00:26:47,807 --> 00:26:52,345 >> Careful -- with that thing on his wrist, he can become any one of us he wants. 238 00:26:52,345 --> 00:26:57,150 >> Yeah, but if he knew how to control it, he would have used it again by now. 239 00:26:57,150 --> 00:26:59,152 >> Give me that thing! 240 00:27:30,500 --> 00:27:39,590 >> You guys okay? >> Ben: Whoa! >> That was my favorite board. 241 00:27:39,590 --> 00:27:41,610 >> [ Growls ] 242 00:27:46,132 --> 00:27:48,768 >> Gwen: "Whoa" is right. 243 00:27:53,139 --> 00:27:57,410 >> How do they know about the omnitrix? >> Ben: Funny story. 244 00:27:57,410 --> 00:27:59,412 I'll tell you later. 245 00:28:06,520 --> 00:28:09,890 Sorry about that whole "chew you up" thing. I thought you were somebody 246 00:28:09,890 --> 00:28:13,560 else. >> What are you doing with the omnitrix? 247 00:28:13,560 --> 00:28:17,897 >> Ben: What's it to you? >> Plenty, after all the work i put into it, only to have it 248 00:28:17,897 --> 00:28:21,735 wind up on the wrist of some... Thing. >> Ben: You created the 249 00:28:21,735 --> 00:28:25,605 omnitrix? You're azmuth? Look, there's a major problem 250 00:28:25,605 --> 00:28:33,913 with the watch. >> Yeah, I can see that. >> Gwen: Histus potiva! 251 00:28:39,252 --> 00:28:47,227 Hey! Less chitchat, more combat! >> Ben: So, can you fix it? 252 00:28:47,227 --> 00:28:54,434 >> First you have to get me out of this galactic sewer. >> Ben: Hey! 253 00:28:54,434 --> 00:29:01,608 Ah! Ugh! Let go of me! Get your hands off! 254 00:29:01,608 --> 00:29:07,313 Oh, man, like I don't have enough problems. [ Beeping ] 255 00:29:14,587 --> 00:29:22,896 >> Gwen: Ben! Ben, are you okay? >> Ben: Uh, what? 256 00:29:22,896 --> 00:29:27,300 Mom, I don't want to go to school. >> Gwen: Yeah, he's okay. 257 00:29:27,300 --> 00:29:32,105 >> But he won't be for long unless we can figure a way out of here. 258 00:29:44,651 --> 00:29:51,458 >> Gwen: Got to love that blob. Hey! >> Ben: Tetrax, wait! 259 00:29:51,458 --> 00:29:55,995 The creator! >> You are not authorized to e in this maximum-security area. 260 00:29:55,995 --> 00:30:00,367 Exit or your ship will be destroyed. 261 00:30:05,105 --> 00:30:07,140 >> Gluto, get us out of here! 262 00:30:22,188 --> 00:30:26,893 >> Ben: Tetrax, no. That's the creator! 263 00:30:31,331 --> 00:30:38,238 >> Nice to meet you. >> You're not leaving without me! 264 00:30:41,841 --> 00:30:48,815 >> Ben, the hatch! >> We're going to be blown to bits! 265 00:30:48,815 --> 00:30:51,718 >> Ben: Definitely not vilgax. 266 00:30:59,159 --> 00:31:04,397 [ Alarm blares ] Are we sure this is the way out of here? 267 00:31:04,397 --> 00:31:06,433 >> Gluto is on it. 268 00:31:21,247 --> 00:31:26,252 >> Ben: Ah! Big wall coming up fast! >> We're not gonna make it. 269 00:31:26,252 --> 00:31:28,788 >> Gwen: She may have a point. 270 00:31:37,300 --> 00:31:41,634 >> Ben: That was so cool! Let's never do that again. 271 00:31:59,452 --> 00:32:01,454 >> [ Speaking native language ] 272 00:32:07,961 --> 00:32:11,731 >> What have you been using this for, to open cans? Break rocks? 273 00:32:11,731 --> 00:32:15,502 >> Gwen: Sounds about right. >> Ben: What about the self-destruct? 274 00:32:15,502 --> 00:32:20,140 I'm sure the genius who created the omnitrix can stop the countdown without totally 275 00:32:20,140 --> 00:32:24,978 turning it off, right? >> Maybe, but there is a problem. 276 00:32:24,978 --> 00:32:28,748 I didn't officially create the omnitrix. >> All: What?! 277 00:32:28,748 --> 00:32:32,318 >> Ben: You mean you're not the -- >> egocentric, selfish, 278 00:32:32,318 --> 00:32:36,289 self-promoting, "oh, aren't I so brilliant" creator of the omnitrix? 279 00:32:36,289 --> 00:32:41,661 No, I'm myaxx, his assistant. >> But it has your DNA signature on it. 280 00:32:41,661 --> 00:32:47,133 >> I, uh, may have accidentally erased azmuth's DNA signature and put on my own, but that's 281 00:32:47,133 --> 00:32:51,338 only because he never gave me the credit I deserve. >> Gwen: You might have 282 00:32:51,338 --> 00:32:55,800 mentioned this when we were risking our lives to bust you out of jail. 283 00:32:55,800 --> 00:32:59,679 >> If I had, I'd still be stuck in that slime pit, wouldn't I? >> Ben: You can't stop the 284 00:32:59,679 --> 00:33:03,850 self-destruct countdown? >> Azmuth never trusted me with the abort sequence. 285 00:33:03,850 --> 00:33:08,688 >> Give me one good reason why i shouldn't shove you in an energy tube and shoot you back to 286 00:33:08,688 --> 00:33:12,559 incarcicon right now! >> Because I know where azmuth is. 287 00:33:12,559 --> 00:33:16,229 >> Ben: That's a pretty good reason. >> Where? 288 00:33:16,229 --> 00:33:21,868 >> Zenon. >> Zenon? It had to be zenon. 289 00:33:21,868 --> 00:33:27,874 >> Gwen: Why do I get the feeling that zenon isn't exactly a vacation paradise? 290 00:33:27,874 --> 00:33:32,412 >> The random energy blasts, like the one on incarcicon -- they're growing larger and more 291 00:33:32,412 --> 00:33:36,683 intense, aren't they? >> Ben: Yeah. >> They indicate the Omni energy 292 00:33:36,683 --> 00:33:40,860 inside is building to critical levels. Eventually... 293 00:33:40,860 --> 00:33:44,824 >> Ben: I know. Poof. I'm toast. >> Well, not just you, of 294 00:33:44,824 --> 00:33:47,494 course. >> Ben: What are you talking about? 295 00:33:47,494 --> 00:33:54,100 >> Ask him. He knows, don't you? You didn't tell him? 296 00:33:54,100 --> 00:33:58,738 >> If the self-destruct is allowed to detonate, the explosion will cause an energy 297 00:33:58,738 --> 00:34:03,760 ripple that will literally rip apart the universe, including earth. 298 00:34:03,760 --> 00:34:05,450 >> Both: Grandpa. 299 00:34:08,810 --> 00:34:11,851 >> Azmuth is a hopeless paranoid. He built in the self-destruct as 300 00:34:11,851 --> 00:34:16,790 a last resort to keep his most prized creation out of the wrong hands, but he never thought 301 00:34:16,790 --> 00:34:21,127 anyone would be foolish enough to set it off. >> Gwen: Obviously he never met 302 00:34:21,127 --> 00:34:25,310 Ben. >> Ben: I can't believe you knew about this the whole time and 303 00:34:25,310 --> 00:34:28,368 didn't tell me. >> I'm sorry, Ben. I thought you'd be more 304 00:34:28,368 --> 00:34:32,906 concerned about how this affected you rather than others. >> Ben: What do you mean? 305 00:34:32,906 --> 00:34:36,376 I help people all the time with the omnitrix. >> That's true. 306 00:34:36,376 --> 00:34:41,548 You do help a lot of people, but ask yourself this -- do you help because it's the right thing to 307 00:34:41,548 --> 00:34:45,251 do or for the thrill of being a hero? 308 00:34:51,991 --> 00:35:02,969 >> Scan the area. There. Retrieve that. [ Beeping ] 309 00:35:02,969 --> 00:35:06,673 >> [ Speaking native language ] ...Myaxx. >> But they must not have found 310 00:35:06,673 --> 00:35:11,444 what they were looking for on incarcicon. Their current trajectory has 311 00:35:11,444 --> 00:35:16,516 them headed into the ucopita quadrant. What does Tennyson know that I 312 00:35:16,516 --> 00:35:20,787 don't? >> [ Speaking native language ] >> Silence! 313 00:35:26,926 --> 00:35:30,697 You had better be very sure. 314 00:35:34,868 --> 00:35:38,772 >> This containment device should deflect the energy fluctuations back into the 315 00:35:38,772 --> 00:35:42,208 omnitrix, while still allowing you full access to the control dials. 316 00:35:42,208 --> 00:35:48,181 >> Ben: Lot of good it does me if I can't go hero anyway. [ Crash ] 317 00:35:48,181 --> 00:35:54,888 >> Gluto, status. >> [ Murmuring ] >> Zenon. 318 00:35:54,888 --> 00:36:00,727 >> Ben: Uh, where? >> Azmuth created a device which absorbs all the light of this 319 00:36:00,727 --> 00:36:04,497 quadrant. Of course, I was the one who calculated the entire 320 00:36:04,497 --> 00:36:10,337 particle-absorption matrix, but will he admit that? No. 321 00:36:10,337 --> 00:36:15,508 Anyway, zenon is surrounded by an asteroid belt. >> Gwen: Which you can't see 322 00:36:15,508 --> 00:36:19,245 because azmuth turned out all the lights. >> Exactly. 323 00:36:19,245 --> 00:36:21,281 Those are failed attempts. 324 00:36:24,584 --> 00:36:29,723 >> [ Murmuring ] >> Even gluto can't drive blind. >> Ben: How are we supposed to 325 00:36:29,723 --> 00:36:38,765 get to zenon if we can't see it? >> The answer is on your wrist. >> Ben: Uh, explain to me again 326 00:36:38,765 --> 00:36:43,269 what I'm doing out here. >> The omnitrix has a built-in homing device. 327 00:36:43,269 --> 00:36:48,208 We should be close enough for it to guide us through the asteroid field. 328 00:36:48,208 --> 00:36:51,878 >> "Should be"? >> [ Murmurs ] >> Ben: Okay, 329 00:36:51,878 --> 00:36:53,880 this is way creepy. 330 00:37:00,787 --> 00:37:04,924 >> What are you doing? You have to direct us or the ship will be torn apart. 331 00:37:04,924 --> 00:37:12,465 >> Ben: Oh, great. No pressure. [ Beeping ] 332 00:37:12,465 --> 00:37:17,771 It's working! >> [ Murmuring ] >> I know, I know, I was going 333 00:37:17,771 --> 00:37:20,740 to. Should we turn to starboard or port? 334 00:37:20,740 --> 00:37:25,779 >> Ben: What? >> Gwen: He means right or left. >> Ben: Why didn't he just say 335 00:37:25,779 --> 00:37:30,817 so? [ Beeping ] Go to the right. 336 00:37:30,817 --> 00:37:37,824 I mean left! Go left! >> [ Murmuring ] >> Gwen: This is why we don't 337 00:37:37,824 --> 00:37:40,627 give him the map when we drive. 338 00:37:43,663 --> 00:37:46,800 [ Metal screeching ] 339 00:38:02,182 --> 00:38:06,686 >> Ben: I did it! >> Well done, Ben. >> Ben: Yeah! 340 00:38:06,686 --> 00:38:11,858 >> Come on in. >> [ Murmuring ] [ Beeping ] 341 00:38:11,858 --> 00:38:18,631 [ Gasps ] >> Ben: [ Gasps ] 342 00:38:26,172 --> 00:38:33,413 A-a-a-a-ah! >> Vilgax. 343 00:38:37,384 --> 00:38:44,891 >> Surrender the omnitrix and your deaths will be swift -- except, of course, for the 344 00:38:44,891 --> 00:38:50,563 Tennyson boy. >> We're goners now. >> Not while I'm in charge. 345 00:38:50,563 --> 00:38:55,402 Ben, I'm sending a gyropod. >> Ben: I'll just go stink and fly back. 346 00:38:55,402 --> 00:38:59,739 >> No, Ben, we can't afford to accelerate the countdown. I'm sending the pod. 347 00:38:59,739 --> 00:39:03,877 Gwen, I need you and gluto to keep him busy for a while. 348 00:39:41,681 --> 00:39:47,200 >> Ben: What kind of mega-weird alien is this built for? Gluto. 349 00:39:47,200 --> 00:39:50,156 Oh, well. How hard can it be? 350 00:40:19,919 --> 00:40:28,161 Oh, gross! [ Bang ] Man, where's gluto when you need 351 00:40:28,161 --> 00:40:30,163 him? 352 00:40:37,604 --> 00:40:39,539 >> Ben: A-a-a-h! 353 00:40:43,843 --> 00:40:48,480 Huh? Oh, yeah, now I got it. 354 00:40:55,288 --> 00:40:59,159 This isn't so tough, once you figure it out. 355 00:41:10,870 --> 00:41:16,676 One of these has to be a cool ray gun or something. [ Beeping ] 356 00:41:30,390 --> 00:41:35,610 >> What are you doing? >> We're going outside. We need to free theresolute 357 00:41:35,610 --> 00:41:40,333 from vilgax's ship. >> Me? Outside? I-in space? Oh, no. 358 00:41:40,333 --> 00:41:45,672 I'm more of a land-based species. >> If we don't clear those 359 00:41:45,672 --> 00:41:50,143 tethers by the time we hit zenon's gravitational pull, both ships will be destroyed in 360 00:41:50,143 --> 00:41:54,247 re-entry. >> Well, when you put itthat way... 361 00:42:02,422 --> 00:42:07,761 >> It appears we have scared the pilot right out of his skin. 362 00:42:13,366 --> 00:42:15,402 Stop them! 363 00:42:45,398 --> 00:42:51,304 >> Ben, get back to the ship! >> Ben: I'm trying! Ugh! 364 00:43:12,926 --> 00:43:16,496 All right! [ Thumping ] 365 00:43:23,636 --> 00:43:27,507 [ Weapons cock ] >> Segma sofum! 366 00:43:37,984 --> 00:43:39,986 Yes! Wipeout! 367 00:43:56,836 --> 00:43:58,838 [ Buzzing ] 368 00:44:10,150 --> 00:44:14,254 >> How dare you touch me, you slime! 369 00:44:27,500 --> 00:44:29,869 >> Ben: [ Gasps ] 370 00:44:38,712 --> 00:44:40,714 A-a-a-a-ah! 371 00:44:44,384 --> 00:44:49,289 Yeah! This is better than "sumo slammer" any day! 372 00:44:56,396 --> 00:45:00,834 >> Ben, I'm opening up the rear ramp. Try to land in the cargo bay. 373 00:45:00,834 --> 00:45:02,802 >> Ben: Okay, I'll try. 374 00:45:21,540 --> 00:45:23,123 Look out! 375 00:45:44,770 --> 00:45:46,790 >> [ Groans ] 376 00:45:49,749 --> 00:45:52,452 [ Alarms blare ] 377 00:45:54,587 --> 00:46:03,463 >> Gwen: Gluto? Gluto?! [ Weapon cocks ] 378 00:46:03,463 --> 00:46:05,765 [ Gasps ] 379 00:46:12,505 --> 00:46:14,507 No! 380 00:46:21,514 --> 00:46:23,950 >> Ben: A-a-a-a-ah! 381 00:46:31,524 --> 00:46:35,228 >> Hello...Ben. 382 00:46:42,769 --> 00:46:48,208 >> You are going to regret sending me to the null void for what little remains of your 383 00:46:48,208 --> 00:46:56,516 miserable life! >> Ben: A-a-a-a-h! Look, the omnitrix is in 384 00:46:56,516 --> 00:47:00,387 self-destruct mode. Even if you get it from me, you'll just wind up getting 385 00:47:00,387 --> 00:47:05,925 blown to bits with the rest of the universe. >> I will take my chances. 386 00:47:22,542 --> 00:47:27,180 >> Ben: [ Gasps ] I'll make you a deal. I won't fight you for the 387 00:47:27,180 --> 00:47:31,985 omnitrix, but you have to promise to find the creator and stop it from self-destructing. 388 00:47:31,985 --> 00:47:40,427 >> I do not make deals! >> Ben: That's okay. Neither do I. 389 00:47:40,427 --> 00:47:45,310 Say bye-bye, vilgeek! [ Alarm blaring ] 390 00:47:49,202 --> 00:47:55,475 >> A-a-a-a-a-a-ah! >> Ben: [ Straining ] 391 00:48:00,447 --> 00:48:04,500 Yes! [ Explosion ] Aah! 392 00:48:08,621 --> 00:48:13,626 >> Gwen: Come on, you can fly this thing. It's just like riding a bike... 393 00:48:19,132 --> 00:48:26,740 ...a huge, super-high-tech, alien bike. >> Ben: What are you doing? 394 00:48:26,740 --> 00:48:30,643 >> Gwen: Duh! I'm trying to keep us from winding up a junk pile on zenon. 395 00:48:30,643 --> 00:48:36,490 don't just stand there -- help me. >> Ben: Hey, what happened? 396 00:48:36,490 --> 00:48:40,954 >> Gwen: Gluto sacrificed himself to save me from one of vilgax's drones. 397 00:48:40,954 --> 00:48:45,592 It's called being totally unselfish -- something you wouldn't understand. 398 00:48:45,592 --> 00:48:50,697 >> Ben: I'm unselfish! >> Gwen: Yeah, right. [ Banging ] 399 00:48:56,903 --> 00:49:00,273 >> Ben: Okay, that's not it. 400 00:49:08,815 --> 00:49:16,322 Have we pulled that one yet? >> Gwen: I don't think so. >> [ Both straining ] 401 00:49:30,704 --> 00:49:32,972 >> Both: Whew! 402 00:49:42,115 --> 00:49:44,840 >> Gwen: Brakes! 403 00:49:54,961 --> 00:49:58,832 >> Both: Aah! Ugh! 404 00:50:09,242 --> 00:50:15,215 >> Gluto! >> Gwen: He died trying to save me. 405 00:50:15,215 --> 00:50:17,283 >> We'd better find azmuth. 406 00:50:22,756 --> 00:50:26,459 >> Azmuth's compound is just through that valley. 407 00:50:30,897 --> 00:50:34,100 >> Gwen: Must be the gardener's day off. >> Ben: Hello? 408 00:50:34,100 --> 00:50:38,104 Anybody home? >> Tell me you didn't bring us all the way here for nothing. 409 00:50:38,104 --> 00:50:41,741 >> The compound must have been overrun. Azmuth was always worried his 410 00:50:41,741 --> 00:50:49,949 lab would be discovered by those after the omnitrix. [ Beeping ] 411 00:50:49,949 --> 00:50:59,459 But I thought he was just being paranoid. >> Any chance he escaped? 412 00:50:59,459 --> 00:51:01,795 >> Gwen: A-a-a-a-ah! 413 00:51:07,767 --> 00:51:09,836 >> Ben: Wildvines! 414 00:51:32,659 --> 00:51:35,195 >> [ Both grunting ] 415 00:51:42,102 --> 00:51:47,941 >> Gwen: Ben, look out! Help! [ Groaning ] 416 00:51:47,941 --> 00:51:51,644 Aah! >> Ben: Gwen! Going hero. 417 00:51:51,644 --> 00:51:54,647 >> Ben, no! The self-destruct will accelerate! 418 00:51:54,647 --> 00:51:57,170 >> Ben: I don't care! 419 00:52:04,324 --> 00:52:12,932 >> Four arms: [ Growling ] >> Gwen: Ben! >> Four arms: Hold on! 420 00:52:12,932 --> 00:52:21,908 I'm coming! [ Grunts ] N-o-o-o-o! 421 00:52:31,851 --> 00:52:38,758 [ Straining ] Gwen! 422 00:52:41,227 --> 00:52:50,303 >> Four arms: [ Grunts ] >> Ben, she's gone. >> Four arms: No! 423 00:52:50,303 --> 00:52:56,142 I've got to save her! >> There were too many, Ben. The florauna weren't going to 424 00:52:56,142 --> 00:53:00,647 stop until they had one of us. >> Four arms: She sacrificed herself to save me. 425 00:53:00,647 --> 00:53:07,220 [ Grunts ] It should've been me! It should've been me! 426 00:53:07,220 --> 00:53:09,255 It should've been me! 427 00:53:18,998 --> 00:53:25,238 >> Ben: Ugh. It should've been me. This is all your fault! 428 00:53:25,238 --> 00:53:28,875 >> fault? >> Ben: Yeah, if you hadn't helped the creator make this 429 00:53:28,875 --> 00:53:32,946 stupid thing, then I never would have found it, and Gwen would still be alive! 430 00:53:32,946 --> 00:53:36,349 >> Ben -- >> I am a selfish and self-centered being, but it 431 00:53:36,349 --> 00:53:41,554 takes one to know one. >> That's enough, both of you. We still need to find the 432 00:53:41,554 --> 00:53:46,920 creator. Myaxx, if azmuth did survive an attack like that, where would he 433 00:53:46,920 --> 00:53:48,128 go? 434 00:54:00,974 --> 00:54:03,910 >> Ben: I'm sorry, Gwen. 435 00:54:12,585 --> 00:54:16,623 >> You okay? >> Ben: Just wondering how I'm gonna tell grandpa about... 436 00:54:16,623 --> 00:54:20,627 >> I'm sorry. I know what you're going through. 437 00:54:20,627 --> 00:54:26,633 I was young. I didn't care about anybody but myself, so it made sense that I 438 00:54:26,633 --> 00:54:31,805 wound up a mercenary, a soldier for hire. I was loyal to whoever paid me 439 00:54:31,805 --> 00:54:36,409 the most, no matter how evil they were. It was only a matter of time 440 00:54:36,409 --> 00:54:42,820 before I would work for the worst of the worst -- vilgax. I stole the last piece of the 441 00:54:42,820 --> 00:54:47,320 puzzle vilgax needed to invade my home world. When my people didn't bow at his 442 00:54:47,320 --> 00:54:52,959 feet, he destroyed the entire planet to make an example out of it. 443 00:54:52,959 --> 00:55:02,669 Vilgax did the dirty work, but he couldn't have done it without my help. 444 00:55:02,669 --> 00:55:08,208 So when I heard that he was after the omnitrix, I vowed to never let another powerful 445 00:55:08,208 --> 00:55:13,680 weapon fall into his claws again. >> Ben: This is allmyfault. 446 00:55:13,680 --> 00:55:18,852 I saw that the watch was acting all weird at the reactor, but i used it anyway. 447 00:55:18,852 --> 00:55:23,690 I must have somehow set off the self-destruct. Gwen is dead because of me. 448 00:55:23,690 --> 00:55:29,462 Now everyone else will be, too. >> We both have made costly mistakes, but if we don't find 449 00:55:29,462 --> 00:55:34,567 azmuth and stop the self-destruct, then Gwen and gluto and all the others will 450 00:55:34,567 --> 00:55:40,907 have lost their lives for nothing, and we're not going to let that happen, right? 451 00:55:44,544 --> 00:55:46,746 >> Look out! 452 00:56:05,231 --> 00:56:14,407 >> The omnitrix. What are you doing with my omnitrix? 453 00:56:14,407 --> 00:56:22,150 >> Ben: "My omnitrix"? You? You're the creator? >> Myaxx, you traitorous worm, 454 00:56:22,150 --> 00:56:25,618 is that you? >> Nice to see you again, too, boss. 455 00:56:25,618 --> 00:56:31,124 >> Ben: I'm Ben Tennyson. I wound up with the omnitrix. Now it's in self-destruct 456 00:56:31,124 --> 00:56:34,427 countdown, and -- >> I know. I invented it! 457 00:56:34,427 --> 00:56:41,267 >> Ben: Oh, yeah. So, anyway, if you could just turn it off... 458 00:56:41,267 --> 00:56:46,439 >> Maybe Ben didn't make it clear why we're here. >> I understand completely. 459 00:56:46,439 --> 00:56:51,211 You misused my creation, and now the whole universe will be destroyed. 460 00:56:51,211 --> 00:56:57,500 >> Ben: Look, I don't know why you don't want to help us, but my cousin sacrificed her life to 461 00:56:57,500 --> 00:57:08,895 stop this thing. >> That is none of my concern. >> Ben: It is now. 462 00:57:08,895 --> 00:57:18,638 >> Cannonbolt: Let's roll! Ugh! [ Grunting ] 463 00:57:18,638 --> 00:57:22,800 >> That looked like it really hurt. 464 00:57:29,820 --> 00:57:34,554 >> Cannonbolt: I've come too far, I've lost too much, to be stopped now. 465 00:57:44,664 --> 00:57:52,972 >> Remind me not to get that kid mad. >> Cannonbolt: Youaregoing to 466 00:57:52,972 --> 00:57:57,510 turn this thing off! >> You think you're a hero, but you're a fool. 467 00:57:57,510 --> 00:58:02,615 You only sped up the countdown! Because of you, the universe has even less time. 468 00:58:02,615 --> 00:58:07,454 >> Cannonbolt: If the universe is going down anyway, I'm gonna have the pleasure of kicking 469 00:58:07,454 --> 00:58:09,489 your butt first! 470 00:58:19,566 --> 00:58:27,374 [ Breathing heavily ] >> Look at what you did. Do you know how long it takes to 471 00:58:27,374 --> 00:58:32,450 break in a bio-suit like that? >> Cannonbolt: He's really a grey matter? 472 00:58:32,450 --> 00:58:37,500 >> Who knew? >> Yeah, I'm a galvan, so what? Does that give you the right to 473 00:58:37,500 --> 00:58:40,987 destroy my property and invade my privacy? >> Enough talk! 474 00:58:40,987 --> 00:58:46,590 Stop the countdown! >> I say let the omnitrix self-destruct and take the 475 00:58:46,590 --> 00:58:49,662 universe with it. Best thing that could happen, probably. 476 00:58:49,662 --> 00:58:53,660 Start fresh. I didn't create a weapon. All of you did. 477 00:58:53,660 --> 00:58:57,771 I created the ultimate device for understanding all the beings of the universe. 478 00:58:57,771 --> 00:59:03,760 You and vilgax are no different. >> Ben: That's not true! Sure I've messed around with the 479 00:59:03,760 --> 00:59:08,140 watch, but I've helped a lot of people with it, too. At first, all I cared about was 480 00:59:08,140 --> 00:59:12,752 that I wouldn't be able to go hero anymore, that I'd be stuck with just being me. 481 00:59:12,752 --> 00:59:19,759 Sometimes you have to see the good in people and not just be a selfish jerk. 482 00:59:19,759 --> 00:59:21,761 [ Explosions ] 483 00:59:32,605 --> 00:59:37,977 >> Azmuth! The creator of the omnitrix. 484 00:59:41,581 --> 00:59:48,455 At last we meet. What an honor...For you. 485 01:00:04,437 --> 01:00:07,440 >> This ends now! 486 01:00:18,618 --> 01:00:22,389 >> Use it now and we kiss this half of the universe bye-bye! 487 01:00:27,193 --> 01:00:33,199 [ Explosion ] >> Why do you continue to defend the omnitrix when it's hopeless? 488 01:00:33,199 --> 01:00:37,971 I do not understand. >> Ben: That's because the only thing you think about is 489 01:00:37,971 --> 01:00:43,510 yourself. Now, step off! I've got a world to save. 490 01:01:38,264 --> 01:01:42,102 Gwen! >> Gluto! >> Both: You're alive! 491 01:01:42,102 --> 01:01:45,939 >> Ben: We thought you were goners! >> Gwen: Gluto saved me from the 492 01:01:45,939 --> 01:01:50,110 wildvines. Turns out, gluto's species can regenerate from just the 493 01:01:50,110 --> 01:01:56,116 smallest of parts, like what was left on my clothes after he went splat. 494 01:01:56,116 --> 01:01:58,118 >> Who knew? 495 01:03:17,364 --> 01:03:22,802 >> What have you done? >> Ben: I ask myself that question all the time. 496 01:03:39,152 --> 01:03:41,354 [ Crackling ] 497 01:03:49,662 --> 01:03:57,303 [ Beeping ] >> I'm still not sure the universe is worth saving, but 498 01:03:57,303 --> 01:03:59,773 while I think about it... 499 01:04:19,559 --> 01:04:25,598 >> Ben: It's over, vilgax! The watch is deactivated. It's useless now. 500 01:04:25,598 --> 01:04:31,504 >> But the creator of the omnitrix is not. You will build me an even more 501 01:04:31,504 --> 01:04:35,275 powerful device. >> [ Gasps ] 502 01:05:07,474 --> 01:05:10,543 >> Gwen: What would you do without me? >> Ben: Sure am glad I don't 503 01:05:10,543 --> 01:05:14,647 have to find out. >> Gwen: What's that? >> Ben: I said, vilgax is 504 01:05:14,647 --> 01:05:18,485 smearing us, and I can't do anything without it. I'm just a plain kid without the 505 01:05:18,485 --> 01:05:22,722 omnitrix. >> Gwen: don't you get it? You don't need that thing. 506 01:05:22,722 --> 01:05:28,610 What about all the times you saved grandpa or me or lots of other people when you weren't an 507 01:05:28,610 --> 01:05:35,502 alien? You are a hero, even if you can'tgohero. 508 01:05:35,502 --> 01:05:39,639 >> Ben: What gives? I thought you pulled the plug on this thing and couldn't turn it 509 01:05:39,639 --> 01:05:44,210 back on. >> Who told you that? Not me. 510 01:05:50,784 --> 01:05:54,187 >> Ben: All right! I'm back in the alien-hero business! 511 01:05:54,187 --> 01:05:57,891 >> Here, try this alien on for size. 512 01:06:06,866 --> 01:06:09,569 [ Laser fire ] 513 01:06:16,209 --> 01:06:26,820 >> Gwen: That's a big alien. >> Way big: Whoa! Check me out! I'm not just big, I'm way big! 514 01:06:57,183 --> 01:07:04,900 >> [ Grunts ] >> Leaving? 515 01:07:13,330 --> 01:07:17,937 >> [ Grunting ] Release me or suffer the consequences! 516 01:07:17,937 --> 01:07:24,678 >> Way big: Pretty big talk from such a little guy. [ Groans ] 517 01:07:24,678 --> 01:07:28,248 That's it! You aresooutta here! 518 01:07:33,453 --> 01:07:37,824 >> A-a-a-a-a-ah! 519 01:07:43,290 --> 01:07:48,268 >> Ben: What are you doing? >> Improvising a ride. This place is getting too noisy 520 01:07:48,268 --> 01:07:52,605 for me. >> Ben: Mr. azmuth, I just wanted to thank you for fixing 521 01:07:52,605 --> 01:07:56,420 the omnitrix. If you want it back, it is yours. 522 01:07:56,420 --> 01:08:02,749 >> I created the omnitrix to help all the beings of the universe grow closer together. 523 01:08:02,749 --> 01:08:08,955 If an earthling can make that happen, then I see no reason why he shouldn't have it. 524 01:08:08,955 --> 01:08:13,493 Besides, that thing is nothing but trouble, always has been. You keep it. 525 01:08:13,493 --> 01:08:21,768 Good riddance! You coming? >> Are you going to give me some 526 01:08:21,768 --> 01:08:27,700 respect from now on? >> Eh, I wouldn't count on it. >> I guess it is better than 527 01:08:27,700 --> 01:08:33,847 that prison planet. >> Ben: Wait -- you have to tell me how to work this thing. 528 01:08:33,847 --> 01:08:38,351 >> don't you want to figure it out on your own -- like a true hero would? 529 01:08:38,351 --> 01:08:43,656 >> Ben: Hmm. Not really. >> [ Chuckles ] I like that boy. 530 01:08:49,129 --> 01:08:52,665 >> Ben: Oh, man! We'd better be heading back home. 531 01:08:52,665 --> 01:08:58,204 It'll be nice to have a little normal time after all this. Yo, snotty, think you can drive 532 01:08:58,204 --> 01:09:05,512 us back to earth? >> [ Distorted ] No problem! >> Ben: You can speak English, 533 01:09:05,512 --> 01:09:10,884 and you understand everything I've said? >> Oh, yeah! 534 01:09:10,884 --> 01:09:19,225 Snot blob! >> Who knew? >> Ben: I have a feeling it's 535 01:09:19,225 --> 01:09:26,833 gonna be a long trip back home. >> Gwen: Thanks for the ride! >> Ben: And the cool gift! 536 01:09:26,833 --> 01:09:28,768 Visit soon! 537 01:09:33,139 --> 01:09:37,711 >> Max: Well, after an adventure like that, bet you guys are looking forward to a nice, 538 01:09:37,711 --> 01:09:42,716 normal day. >> Ben: Oh. Yeah. We should go to the mall and go 539 01:09:42,716 --> 01:09:48,355 shopping for clothes and junk. >> We interrupt regular broadcasting for this emergency 540 01:09:48,355 --> 01:09:51,991 report. A horde of what appears to be zombies are attacking the mall. 541 01:09:51,991 --> 01:09:56,596 Citizens are advised to stay clear of the area. >> Gwen: Ah, guess this is a 542 01:09:56,596 --> 01:10:03,570 normal day for us. >> Ben: This is the best summer ever! 543 01:10:03,570 --> 01:10:06,539 It's hero time!