03x20 - The Ultimate Enemy (Part 2)

[bunniefuu]

Ben: Previously on Ben Ultimate Alien...
[ Indistinct shouting ]

Diagon: Face the herald of my
arrival, now reborn in my power.

Eatle: If you're really Vilgax,
you're not serving anybody but yourself.

[ Rumbling ]

Diagon: At last.

Diagon: I am Diagon.

Behold my might, and tremble.

Have at thee!

Hyah!

Kevin: That's
gonna leave a mark.

Diagon: Insignificant speck!

You dare?

Vilgax, destroy him.

Vilgax, where are you?

Your herald, as always, is the
first to arrive at the conclusion.

You have lost, and he
has abandoned you.

Diagon: Fool.

My resources aren't
limited to Vilgax.

[ Grunts ]

Aah! Ungh!

Kevin: Where'd I leave
that new plumber r*fle?

Gwen: I swear, you'd lose your
head if it weren't attached.

[ Beep ]

Ben: Let's not
test the theory.

Protect George!

Kevin: On it.

[ w*apon cocks ]

Gwen: What are you planning?

Ben: Something big.

[ Grunting ]

[ Beep ]

Way big: Way big!

Hey, Diagon, why don't you
pick on someone your own size?

- I'm-- - You are a slightly
larger speck than the other

specks infesting this world.

But still, you are
beneath my notice.

Way big: I wasn't
finished talking yet.

[ Beep ]

Ultimate Way Big:
Ultimate Way Big!

Hyah!

Impossible.

Way big: Just
getting started.

Raaaaaaaah!

Diagon: [ Roars ]

[ Roars ]

Ultimate Way Big: Oh. My bad.

Hyah!

Diagon: Aaah!

I cannot be destroyed.

Ultimate Way Big: [ Grunts ]

[ Grunting ]

Diagon: You, on the other hand...
Ultimate Way Big: [ Groans ]

Aaaaaaah!

Aaaaaaaaah!

Kevin: Ugh!

Way Big: [ Groaning ]

Kevin: Come on, Ben!

Get out of there!

Unh!

Gwen: Turbo!

[ Grunts ]

Kevin: [ Groans ]

[ Pounding ]

They can't teleport
through your shield.

Gwen: They don't
really teleport.

They move between dimensions.

Kevin: But manna is multidimensional,
so we got something going for us.

Ultimate Way Big: [ Groans ]

Gwen: How do we
use it to help Ben?

Kevin: By helping George.

Azmuth's sword was
hurting Diagon.

Maybe it can finish the job.

Gwen: Fine.

You guys want a fight?

You got one.

Ultimate Way Big: [ Groans ]

Diagon: Still you fight.

Is this sublime bravery, or are
you simply too unintelligent to

realize how hopeless
your struggle?

Ultimate Way Big: Doesn't
make any difference, does it?

Either way, you're about
to get your butt kicked.

Actually, I can't tell if you even
have a butt in that pile of

spaghetti.

Call it a metaphor.

Diagon: [ Groaning ]

Way big: Had enough?

Diagon: I most
assuredly have.

[ Thunder crashes ]

Ultimate Way Big:

[ Groaning ]

Diagon: [ Laughing evilly ]

Ultimate Way Big:
Come back and fight!

Diagon: You think I've run?

Why would I leave and
miss your destruction?

Ultimate Way Big: [ Groans ]

[ Beep ]

Ben: [ Groaning ]

Diagon: [ Laughing evilly ]

Diagon: [ Laughing evilly ]

Kevin: Whatever Ben
did, it didn't take.

Gwen: I don't see him.

You don't think Diagon...?

Kevin: Don't jump
to conclusions.

He probably just changed
back to normal.

His sacrifice
purchased this respite.

I won't let it go to waste.

Diagon, taste my sword!

Diagon: You grow
exponentially tiresome, knight.

Ben: [ Groaning ]

[ Booming in distance ]

[ Panting ]

[ Beep ]

[ Beep ]

Ultimate Wildmutt:
Ultimate Wildmutt!

Hyah!

Gwen: It's... not... gonna hold!

Kevin: I don't think we can
take another one of those.

Gwen: How many more do you
think he can take?

Kevin: Let me get
back to you on that.

Ultimate Wildmutt: [ Roars ]

Oh!

Ugh!

Ben: Save your manna.

Before the night's over, I got a
feeling we'll be needing it.

Gwen: You're
worried about Vilgax.

Ben: I hate to look past the
gi-demon raining down fire from

the sky, but yeah.

Kevin: Vilgax probably
is up to something.

Gwen: Which we can deal with after
we save the world from Diagon.

Ben: Makes sense, but I still can't
help wondering what Vilgax is doing.

Vilgax: Is it ready?

[ Powering up ]

Patience, my master.

An undertaking of this scale requires
the greatest care in every detail.

Vilgax: Fail me, toady, and
you will not live to regret it.

Of this, I have no doubt.

Diagon: No threats.

No clever words.

Do you tire, George
the triumphant?

Chromastone: Chromastone!

Give him a break.

He's , years old, and he's
been fighting ninjas all day.

Of course he's tired!

Diagon: [ Growls ]

Chromastone: You got any
juice left in the sword, now

would be a good time to use it!

Hyah! Hyah!

Diagon: Aah! Aah! Aah!

[ Roars ]

Chromastone: That's it!

I'm out!

Gwen: Maybe not!

How much power can you absorb?

Chromastone: A lot.

Wait--
Why?

Gwen: I'm learning
to improvise.

Magnus Vox!

Chromastone: Gwen,
what are you-- Ugh!

Ohh!

Hyah!

Diagon: [ Roars ]

This shall not continue.

[ Thunder crashes ]

What wizardry is this?

Clouds cannot protect
you from my wrath!

Diagon: Do not fear
the clouds, George.

Fear the lightning.

Aah!

Aaaaaaaaaaaah!

[ Thunder rumbles ]

Ben: [ Groans ]

It was working pretty
good there for a while.

Gwen: Ben, George... didn't make it.

Ben: Then it's up to us.

Kevin: We're right
here with you, Ben.

Gwen: Always.

Diagon: Such is the fate of all
who dare defy the will of Diagon.

Vilgax: I'm skeptical... Master.

Diagon: You presume yourself
even capable of betraying me?

Vilgax: I do.

Diagon: I have won a great
victory today, and I'm

overflowing with generosity.

Beg me for forgiveness.

Debase yourself before my
magnificence, and I may grant

you a less agonizing demise.

Vilgax: Did you truly think I would allow
you to conquer my universe?

After I destroy you, I'm going
to run yours, as well as this one.

Diagon: No.

I'm going to destroy your
precious w*apon, then consign

you to an eternity of pain.

Vilgax: Then strike
me down-- if you dare.

Fool.

Diagon: I... Can't stop!

Vilgax: Of course you can't.

That machine isn't a w*apon.

It's a Vox Peniculus.

Under normal conditions, this machine
simply absorbs power--

Draws it into itself.

Diagon: But my
substance is power.

Yes.

Most regrettable for you.

Diagon: Agh!

Aggggggggggh!

[ Powering down ]

Vilgax: You know
what to do, Psyphon.

Ben: Psyphon, don't!

With Diagon's power
added to his

own, Vilgax will be unstoppable!

Yes.

That was, after all, the point.

Ben: No!

Vilgax: The esoterica worshiped me
because I look like Diagon.

Now I am the Diagon.

Vilgax: The universe is mine, Tennyson.

You won't thwart me ever again.

Gwen: Eo recedentia!

Vilgax: [ Laughs evilly ]

Gwen: [ Groans ]

Kevin: I gotcha.

Ben: Nice teleport.

This is the old plumber
base in South Dakota.

That's got to be a record.

Gwen: Yeah.

I just wanted to get
us out of there.

Kevin: Drink some
juice or something.

You got to be wasted.

Gwen: [ Slurps ]

How long do you think we have?

Ben: About two minutes to figure out
he didn't disintegrate us, some time to

learn how to use his powers
well enough to track us.

Maybe a few days.

Vilgax: Tennyson!

You can't hide from me!

Ben: I could be wrong.

Vilgax: Destroy
them, my esoterica.

Kevin: I do not
like our odds.

Gwen: You would if boys
ever bothered to read the manual.

Ben: Manual?

Gwen: Plumber manual-- Instructions
for this base's self-defense system.

[ Slurps ]

Vilgax: No!

You will not escape me again!

[ Grunting ]

[ Grunts ]

Kevin: That's gonna be
kind of hard to cover up.

Gwen: More
immediate problem!

Kevin: Ugh!

[ Both grunt ]

[ Both groan ]

Vilgax: And here we are again--
Me on the cusp of total

victory, you the last man
standing, the only slim hope

left in this world--
This universe.

Who will it be?

Diamondhead? Swampfire?

One of your tiresome
ultimate aliens?

Perhaps you have yet another new
transformation to spring on me.

Ben: No transformations--
Not this time.

But I do have one
last surprise.

Vilgax: Azmuth's sword!

Ben: Goes nicely with the
watch, don't you think?

Vilgax: [ Grunts ]

I'm going to miss these
little get-togethers.

[ Grunts ]

Ben: Hyah!

This is a good sword.

Vilgax: I'm not
afraid of you.

Ben: You should be.

I just figured out how
to use this thing.

As my old friend George used
to say, "have at thee!"

Vilgax: Unh!

[ Groans ]

[ Growls ]

Ben: Somebody should have
done this a long time ago.

Vilgax: Aaaaaaaaaaaaah!

[ Groans ]

You... stabbed me.

Ben: Don't be such a baby.

I just took Diagon's
power from you.

Kevin: Kind of had us
worried for a second.

Gwen: I wasn't worried.

Vilgax: Then you are a fool.

You have the Ultimatrix, the
sword of Azmuth, and the power

of Diagon at your fingertips.

Ben: Yeah? So?

Vilgax: You claim
to be a hero.

What will you do
with all this power?

Ben: Turn everybody on earth
back to human, for starters.

Vilgax: You think too small.

We are alike, you and I.

We take the universe in our
hands and mold it to our will.

You say you want
peace and justice?

Use your power.

With little more than a thought,
you could wipe out all evil.

Ben: I really could.

Gwen: Ben.

What are you saying?

Vilgax: He's saying that the
end of your struggles is at hand.

He can create whatever
universe he imagines.

Do it.

Ben: Just wipe out evil.

Vilgax: Do it!

Gwen: Are you really considering
taking moral advice from Vilgax?

Julie: I thought we agreed to make
all of our big decisions together.

Ben: Ship's a
good hunting dog.

That's how you found us, right?

Ship!

Julie: You know we all love
you, Ben, but if you try to do

this, you're the same as Vilgax-- or
Diagon or Aggregor or any of the others.

Ben: You'd try and stop me?

Kevin: We would stop you.

Ben: You're
not afraid of me?

Julie: You've never given
me any reason to be afraid.

Ben, you're always telling
me that I should use my technology

to help more people.

Now... I can help
everybody at once.

Julie: Look, there's a line.

I'm not sure where it is
exactly, but I'm sure this is

won the wrong side of it.

Vilgax: Power is
meaningless if it isn't used.

Do it.

Gwen: Be quiet!

Don't you see, Ben?

It's the power.

You're tempted-- like I
was tempted to go full anodite.

Kevin: And like when I
lost control of my powers.

Julie: You can't force
your answers on everybody.

After everything we've been through, is
this the way you want it all to end?

Ben: Everybody stop talking!

Let me think!

Kevin: What did you do?

Ben: What I said I was going
to do-- turn every esoterica on

earth back to human-- With all the
free will that goes along with that.

Julie: Oh, Ben!

Mmmmwah!

Ben: That was totally
worth giving up all that power.

Gwen: [ Laughs ]

Julie: Knew you'd
do the right thing.

Kevin: Way to go.

Ben: Now all I have to do is figure
out what to do with this.

[ Energy pulses ]

I suggest you return
it to its creator.

Ben: Azmuth!

You were right.

That's too much power for any-- What?

The Ultimatrix--
Give it to me.

Ben: But, Azmuth, I thought
I'd proved I was worthy.

As usual, you don't understand.

You have proved your worth.

But this inferior copy of my
Omnitrix isn't worthy of you.

Ben: I don't-- Oh, for the
love of-- Look at your wrist!

Ben: An Omnitrix?

The Omnitrix-- An
improved version I've been working on

ever since you were given the
prototype six years ago.

Ben: I don't know
how to thank you.

Keep doing the right thing.

Ben: I don't suppose you'd consider
giving me the master control...?

Perhaps for your th birthday.