07x03 - Charm School

[bunniefuu]

[ indistinct conversations ]

I heard his class is full
for the next five years,

I heard even the waiting list
has a waiting list,

As always,
we will do our best

to accommodate as many
of you as possible,

But the fire marshal will
enforce a cut-off point at

Maximum capacity,

[ students murmuring ]

[ cheers and applause ]
[ camera shutters clicking ]

together: [ cheering ]

Hex: Welcome once again, all

you eager young minds, to

History 310 -- Magical Artifacts

and Antiquities!

[ cheers and applause ]

♪ Ben 10 he's a kid,
and he wants to have fun ♪

♪ But when you
need a superhero,
he gets the job done ♪

♪ Ben 10 with a device
that he wears on his arm ♪

♪ He can change his shape and
save the world from harm ♪

♪ When trouble's taking place
He gets right in its face ♪

♪ Ben 10 when lives
are on the line ♪

♪ It's hero time Ben 10 ♪

Hex: Allow me
to introduce myself,

I am Professor Hex,

If you excel with me, you will

unlock the hidden secrets of the

Eldritch Arts,

As well as earn one
general-education credit,

Of course, some of us have more
of a head start than others,

Welcome to the big leagues,
Miss Tennyson,

Gwen: [ laughs nervously ]

Hex: Gwendolyn Tennyson,
Gwen: The stone of
Giramphiel!

Hex: Gwendolyn Tennyson,
Gwen: The Mesopotamian Tablet
of Destiny,

Hex: Gwendolyn Tennyson,

Gwen: Um, um,,,
King Ramses III,

Hex: Very good,
Miss Tennyson,

But can you tell me which piece

of medieval jewelry is known to

cure blindness?

The Ring of Mudarra,

Gwen: Charmcaster?

Hex: [ clears throat ] Yes,

The charming new student
is correct,

Charmcaster: I have
a question for you,,, professor,

[ giggles ]
What is the most powerful

focusing talisman ever set
among the Nine Realms?

Oh, come on,
As if you don't know,

[ chuckles ]
The Staff of Ages,

Ring a bell?

Hex: Class dismissed,

[ students murmuring ]

Gwen: Charmcaster, wait!

I-I-I just want to talk,

Rook: For the last time,

Suemungousaur,
you are 17 feet tall,

You make a terrible shoplifter,

[ warbles angrily ]

[ cellphone ringing ]

[ cellphone beeps ]
Ben: Gwen!

Hey, how are y--

[ sighs ] Fine,

"Gwendolyn,"

Happy now?

Don't move,
We'll be right there,

[ cellphone beeps ]
Rook: We will?
What about Suemungousaur?

Ben: We've got bigger
fish to fry,

Rook: This hardly seems like

a good time to meet Gwendolyn
for a meal,

Ben: It's just an expression,
Rook,

No fish, no frying,

Rook: Who made up
your language?

[ warbles ]

[ warbles ]

[ warbles angrily ]

Kevin: Are you sure it was
Charmcaster?

Gwen: Am I -- [ scoffs ]
Of course I'm sure!

What kind of question is that?!

I-I-I think I know
Charmcaster when I see her,

Kevin: A lot of kids try out
different looks when they
go away to college,

Gwen: Ha ha,

Kevin: I'm just sayin',

Gwen: Fine,
Then don't believe me,

Ben and Rook are
on their way here, anyway,

Kevin: Aaaaand I'm done,

It's just gonna get trashed
when Ben gets here,

Rook: Why would Charmcaster

come to this university,
of all places?

There is nothing connecting her
here that I know of,

Ben: Except Gwen,

Gwen: Yeah, about that,,,

There he is!
[ screams ]

I love you!
[ indistinct talking ]

Hey! Disperse!

This is a place of learning,
not a malt shop,

Go!

Hex: [ sighs ]
Thank you, Helena,

Such tomfoolery,

Little girls and their crushes,

What you need is brains,
not youth,

A mature woman
has its advantages,
[ chuckles ]

Say, tea, tonight, my office?

Hex: [ shudders ]

Oh,,,look -- one of my students,

Ben: Gwen! Look out! Hex!

[ beep ]
Kickin Hawk: [ screeches ]

Gwen: Ben, no!

Kickin Hawk: [ roars ]

Gwen: It's not
what you think!

Professor Hex is the best

History of Magical Artifacts

and Antiquities teacher we've

ever had,

Kickin Hawk: "Professor Hex"?

Rook: Gwendolyn, with due

respect, you and the student

body are obviously under the

influence of Hex's spell,

Gwen: A little credit,

I checked for that,

Full sweep of the campus,

See? No sign of any spell, mind

control or otherwise,
Now do you believe me?

Kickin Hawk: Or Hex
is just magically making you
think there's no spell,

Kevin: [ scoffs ] Come on,

Gwendolyn would never fall for

the old "I used to be bad, but

now I'm good" routine,

What?

[ Omnitrix powers down ]

Ben: All right, So, I may not
know what you're up to,

but you're up to,,,
something, Admit it!

Gwen: Ben! You're being rude!

Hex: That's all right,
Gwendolyn,

There will always be people who
don't like to give second
chances,

I had to donate my entire

collection of rare books to the

university to even be considered
for this job,

Never get a tattoo on your face,
children,

It severely limits
your career choices,

By the way, an excellent job in

class today, Gwendolyn --

as always,

Gwen: [ chuckles nervously ]

Thank you, professor,

But what was Charmcaster
doing here?

Hex: I have no idea,

I hadn't seen or heard from my

wayward niece in a very long
time before today,

I'm just relieved to know
she's alive,

Rook: Mr, Hex, it is my

unfortunate duty to inform you

that your niece is both unstable

and very dangerous,

Hex: Unstable? In what way?

Ben: [ as Charmcaster ]
What's that, magic talking bag?

You think I should try to k*ll

Ben and Rook, even after they

helped me get my rune back?

Okay!

Rook: Ben is correct,

To put it gently, she was a few

Amber Ogia bushels short of a

properly sized harvest,

Hex: [ sighs ]

I was afraid of that,

Charmcaster has had a tough

life, but she is family, and I

believe there is good in her,,,

somewhere,

If you'll excuse me, Gwendolyn,

today has left me
quite fatigued,

[ growls ]
Ben: But he's
got to be evil!

Just look at him!

Rook: I am not aware of any

Earthly laws against having a

skull for a face,

Gwen: And finding Charmcaster

needs to be our top priority

right now,

Ben: Maybe yours,

[ wrapper crinkles ]

Kevin: Well, sounds like

you've got everything covered,

If you need us, Rook and I will
be at the garage,

Gwen: What happened to not
bothering to work on
your car while Ben was in town?

Kevin: New plan, But I need
Rook's genius alien brain,

Rook: Hmm, It would be a
pleasant diversion

to discuss the latest
advancements in

crystalline-fusion tech with
a fellow gearhead,

Kevin: Great,
Catch up with you later,

Ben: [ slurps ]

Hex: That was unwise,
showing up like that,
They could have caught you,

Charmcaster: It couldn't
be helped,

I needed something
to crush our enemies,

Hex: You have to understand,

Charmcaster -- that part of my

life is behind me now,

Charmcaster:
No, he'll help us,

He knows we've been wronged,
and he owes us!

Hex: What happened?

Charmcaster: Puberty,

A bad relationship or two,

You were too a bad boyfriend!

Now shut up, or I'll stick you

in the dishwasher again!

Do not test me!

I know I'm not well, Uncle Hex,

I just thought,,,you're the only

family I have left,

Like always, the two of us

versus the world, right?

Hex: Ungh!
Charmcaster: [ laughs ]

Oh, how the mighty have fallen!

Hex: [ grunts ]

I don't know what you want, but

you will not get it,

I won't let you,

Charmcaster: Oh, I'll get it,

My family's birthright -- the

talisman left at the door by the

lurker at the threshold, the

most powerful item in this whole

ratty collection!

Where is it, Uncle?

Where did you hide
the Staff of Ages?

Charmcaster: Give it to me,
Uncle!

Give the staff to me!

Hex: A nice side benefit of

donating my entire collection --

all of my magical books are

right here when I need them,

Is this the staff you were

searching for?
Charmcaster: [ groans ]

Hex: I am unbeatable within

these walls, Charmcaster!

This is pointless, child,
Give it up,

Build a life here, with me,

We can be a family again,
Charmcaster: Life?

[ chuckles ]
I had a life once,
But then he took it from me!

What do you mean,
which one am I talking about?!

Both! Neither!

Aaaah!

Aaaaaaaaaah!

Rook: Two secret car
elevators,

Galvan fuel injectors,

Appoplexian cold-burning nitrus,

Your setup is very high in

sugar, indeed,

Kevin: Just say "sweet,"
dude,

And let me guess -- you're

wondering how I can afford all

this when I lost my job at the
garage?

Rook: The thought
had crossed my mind,

Kevin: Relax, Plumber boy,
Everything's legit,

Remember when I won
the Taydenite wheels
from w*rlord Gar?

[ whirring ]

Rook: I see,
You turn into Taydenite, the one

substance in the universe hard
enough to cut Taydenite,

And since pure Taydenite is
worth a fortune,,,

Kevin: Exactly,
As long as I have this baby,
I'm living on easy street,

Rook: And now that you have

secured a certain largess, you

mean to modify your own car to

be practically indestructible
by Ben or his aliens?

Kevin: Yeah,
Pretty smart, right?

Rook: We will have to replace

the frame, a few coats
of Pyronite wax for resisting

extreme temperatures, Orishan
glass for multiple atmospheres,

and some new way to resist
high-expl*sive yields,

Kevin: Mm-hmm,

Rook: It is a monumental

task -- perhaps
altogether impossible,

Kevin: That mean you're out?
Rook: No,

I was just pointing out how much

fun this is going to be,

Hex: I'd like to remind my

students -- the ones actually

taking this class -- to pick up

their graded quizzes
before they go,

Ben: He's gonna do something
evil any minute now, I know it!

Gwen: I'm telling you,
he's not,

Professor Hex isn't evil,

He's just a,,,bad dresser,

B-plus?!

Oh, that is evil,

Charmcaster:
A protection spell,

How maddeningly like my
worthless uncle,

No one can enter Hex's library
without his presence,

Well, I can't go in there when
he is, Duh!

Uncle Hex is all-powerful in his

library, like you used to be in

Legerdomain before I --

Kevin: Here goes nothing,

Zed: [ whines ]

[ buzzer ]

[ buzzer ]

[ buzzer ]

[ buzzer ]

[ buzzer ]

[ buzzer ]

both: All right!

Kevin: Let's take this to

another level,

[ door opens, closes ]

There you are, Hex,

I've been looking all over to

share that tea,

Hex: Helena, I'm flattered,

but this really isn't
the best --

Excuse me, young lady,

You've not seen Professor Hex

around, by chance?

We two had,,,a-an engagement,

Charmcaster: Mm,
You just missed him,

[ bell tolling ]

[ indistinct talking ]

Eye Guy: Ah! Aah!

Lucky Girl: Really?
You're the walking eyeball

monster, and I scared you?

Eye Guy: I didn't
expect to see you here,

Don't you have
your favorite class now?

Lucky Girl: Cancelled,
Professor Hex didn't show up,

Eye Guy: Sounds
pretty suspicious,

Lucky Girl: Maybe he just
has the flu,

[ Omnitrix powers down ]

Maybe not,

Lucky Girl!

Have you seen professor Hex?

We had an,,,appointment,

Lucky Girl: Uh, no, citizen,

But I'll keep
a sharp lookout for him,

Promise,

Thank you, darling,

Such a well-mannered
young woman you are,

Oh, Hex, darling! Yoo-hoo!

Lucky Girl: This campus just

keeps getting weirder
and weirder,

Rook: Are we sure this

scratch was not present before?

Then our work is not done,

Charmcaster: Oh, Uncle Hex,

Your reputation always did open
doors for me,

[ click ]

O,,,M,,,G,

This is so exciting!

Can you even stand it?

Okay, now, If I were
a Staff of Eldritch

Power, where would I be?

Jackpot,

[ rattling ]

[ squeals ]

The Staff of Ages!

And it's all mine!

This is my lucky --
Ugh!

Lucky Girl: Stop this,
Charmcaster!

Your uncle says
you're not a bad person,

You're just,,,damaged,

Charmcaster: [ grunts ]

I'll show you damaged!

Lucky Girl: [ gasps ]
Is that,,,?

Charmcaster: As long as I am

with my dear Uncle Hex in his

library, I am invincible!

Lucky Girl: We'll see about
that,

Charmcaster: [ chuckles ]

Lucky Girl: No!

[ grunts ]

Unh!

Charmcaster: Yes,

And now to squash little

Miss Teacher's Pest
once and for all,

Lucky Girl: Aaaah!

[ grunts ]

[ panting ]

Charmcaster: Already
tired, Gwen?

Oh! Or is it "Gwendolyn" now?

I forget,

Big mistake, Gwendolyn!

Lucky Girl: Call me
Lucky Girl!

Kevin: Talpaedan
impact resistance,

Rook: Amperi electrical
insulation,

Kevin: Fireproof,

Rook: Waterproof,

Kevin: Bulletproof,

Rook: expl*si*n-proof,

Kevin: Everything-proof!

both: Yes!

Kevin: We did it, buddy,

There's no way Ben or anyone in

the galaxy can ever touch this

beauty now,

[ crickets chirping ]

Rook: Magic,

Kevin: I blame myself,

Lucky Girl: Shield of the
Seraphim!

Song of the Elder Sign!

Charmcaster:
Protection spells,

How quaint,

I always was the better
sorceress,

Lucky Girl: Maybe,

But if you were the better

student, you would know that

the invocation of the Wandering

Eye,,,

all: is an illusion spell,

Charmcaster: Huh?

Zed: [ growls ]

Charmcaster: [ grunting ]

That was your big play --

Steal Uncle Hex back from me?

I don't need my uncle anymore to

defeat you!

Ghostfreak: Gwen, I've been

all over campus,
and there's no sign of --

Hey! There she is!

Lucky Girl: Not helpful, Ben,

Charmcaster: Aaaaah!

[ grunts ]

Lucky Girl: Aaaaah!

[ bats squeak ]

Kevin: Charmcaster
and the rock bats,

Sounds like a band name,

Rook: It is no use,

Charmcaster's magic
is too powerful,

Ghostfreak: Why aren't we
ending this?

Kevin: Be my guest, Tennyson,

Nobody can get near her,

Ghostfreak: Hmm,

Maybe no body can, but

Ghostfreak doesn't have a body!

Lucky Girl: Drive her back
into the library,

Kevin: Uh, G, please tell me

there's an "and then" to that

idea, 'cause isn't the library

where all of Hex's magic books
are?

Lucky Girl: Just do it,

I'll handle the rest,

Chant of Toth!

Charmcaster: Ooh!

You would make a nice totem,

Ghostfreak: Aaaaaaaaaaaaaah!

Aaaah!

[ groans ]

Charmcaster: Unh!

[ chuckles ] Is this your way of
saying you give up?

I blasted you out of here once,

and I'll do it again!

Lucky Girl: Really?

Because last time, you had

access to this place's

protector,

This time, I do,

So in here, that makes me
all-powerful!

Charmcaster: No!

No!
[ panting ]

You think you're so smart?
Lucky Girl: Yeah, kinda,

Only one of us actually goes
to this school,

Charmcaster: [ growls ]

Aaaaaaaaaaaaah!

This isn't over!

No!!

Lucky Girl: It never is,

Ben: Well, there's something

you definitely don't see every
day,

Kevin: Yeah, unless you're
us,

Rook: And Charmcaster?
She is gone?

Lucky Girl: Not without
a parting thr*at,
but I'm not worried,

She'll have a lot more to deal
with next time,

Kevin: What's that supposed
to mean?

Rook: I see,
Charmcaster leaving this

dimension with the Hex totem
left a magical vacuum in this
realm,

Lucky Girl: Hex's library and

everything in it is mine now,

It's a big responsibility,

I just,,,wish I didn't have to

lose my favorite teacher to

finally get myself a real secret
lair on campus,

Ben: Hmm, New secret lair,
and we defeated Charmcaster,
Not a bad day's work,

Rook: If you do not count all
of the destruction to university
property,

Kevin: [ sniffles ]

Lucky Girl: Kevin?

Are you,,,crying?
Kevin: No,

No, I, uh,,,
[ coughs ]

I have allergies,

Rook: Look on the bright

side -- now you have an excuse

to go back to the auto show,

Kevin: Hey! That's right!

What do you say, Rook?
Give me a lift?

Rook: It would be my
pleasure,

Ben: Hey! How am I supposed
to get back to Bellwood?

[ door closes ]

[ beep ]

Walkatrout: Figures,