♪♪
♪ Ben ! ♪
♪ Ben ! ♪
♪ Ben ! ♪
♪ Ben ! ♪
♪ Ben ! ♪
♪ Ben ! ♪
♪ Ben ! ♪
♪ Ben ! ♪
Muwah-ha-ha!
It's too late, Tennyson!
- I've already...
- Ugh!
Could you for once spare me
the doom and gloom speech!
Just get to the part
where I win,
you lose, we all go home!
Ah, but this time I've got...
This time I've got
this pointy ball thing.
Blah blah.
This "pointy ball" is set
to destroy
that industrial
server farm below!
I'll knock out the central
communication capability
of the world's
largest tech companies,
and soon the only
social medium left
will be the tele...
Are you... sleeping?!
Huh, what?
Oh, were you done?
Okay,
let's get this over with.
Am I boring you?!
Nah. It's just
this is all so repetitive!
I mean, I bet there's a couple
of your minions
sneaking up behind me
as I speak.
[CLANKING]
Uhh, I'm not even breaking
a sweat, and I'm on fire!
You know, I worked very hard
to put this plan together.
You could at least
have the courtesy to...
- [TETHERS SNAP]
- Oh, no!
Oh, oh, ohh!
I'll get you for this, Tennyson!
Oh.
He's right.
This is getting boring!
Whoa.
Why so glum?
What is wrong
with you?
Me? I-I'm not the one who
stuffed you guys inside a mine!
We could totally hear
everything you were saying.
You knew we were in danger
and yet you were bored?
Look, it's not like you guys
were in any real trouble.
I had everything
under control.
Well, it didn't feel
like it in here.
I've been schooling bad guys
all summer.
I can't help it if they aren't
a challenge anymore.
Oh, I'm sorry.
We'll try and get
kidnapped by someone
a little more challenging
next time.
- Pfft, good luck.
- Gwen has a point.
You can't get too comfortable
with your powers.
Lose focus and you may
find yourself
unprepared for
the unexpected.
- [PHONE VIBRATES]
- Hello?
Betcha anything
it's Phil.
He's got some big emergency
and we gotta go somewhere
and look at something.
You don't have to
be so smug.
Not everything is
a dire situation.
It's Phil, we gotta go to
his lab and look at something.
He says
it's pretty dire.
Like clockwork.
Thank you for coming
on such short notice.
Lemme guess,
balloons terrorizing
a chocolate shop
in Podunk, Indiana.
Not quite.
- Nice.
- What?
Not like it's the end
of the world.
- Actually, it may be.
- [BEEP]
♪♪
Whoa. Nice work
with the garage, Phil.
Alright!
PHIL: I was alerted to the
oncoming object yesterday.
I had hoped its trajectory
would alter a little,
one way or the other.
But unfortunately,
it's headed straight for us.
Do you know what it is?
As best I can determine,
it's a meteorite.
But I've never seen one
as big as this.
[SQUEALS]
Are you
excited?
I wanna go there.
Are you crazy?
Don't you see?
This is
the challenge I need.
This is the possible end
of the world.
Would you relax?
I got this.
See? First, you launch me
into space.
Little Mr. Meteor
will be going along
minding his own business
when along comes me.
Kapow.
Earth saved.
Nope.
I don't think so.
One ball
versus another ball?
P-ting!
You'd ricochet
like an ball.
Earth saved, yes.
But you'd be hurtling into deep
space with no way to get back.
I wouldn't have homework
ever again.
Would you please
take this seriously?
[KEYBOARD CLACKING]
Oh! I wouldn't have to
clean my room!
You're no help at all,
you know that?
Actually, I was thinking Ben
could be very helpful.
Though not on his own.
Even if he could punch
the meteor,
the debris alone would be
enough to do extensive damage.
I've made a significant
discovery
that I believe
will solve our dilemma.
Could I see
the Omnitrix, Ben?
[BEEPING]
Hey, my key.
Apparently, your key
was inserted improperly.
After months of analyzing
your Omnitrix,
I've concluded that the key
is meant to be inverted.
Inserted properly should
unlock immense power.
Then what are we
waiting for?
Mm, not so fast.
We need to proceed carefully
and make sure you're ready
for a mission in space.
♪♪
PHIL: Now we're going to see how
you respond to extreme G-forces.
You just need to sit back
and relax.
Okay. Doesn't sound like
much of a challenge.
- Here we go.
- Alright.
I got this.
Oh, no, I don't.
No, I can do it.
No, no, I can't.
[GRUNTING]
I want offffff!
Wait, I'm gooood.
Please stoppppp!
Let's see how
you can withstand
the frigid temperature
of outer space.
You want to brace
yourself?
Bring it on.
[GRUNTING]
He's doing well.
Just a bit more.
- Ohhh!
- [CRASH]
Wow.
♪♪
What is this?
Some kind of jungle gym?
Your harness will simulate
the effect of zero gravity.
And the course represents
a variety of obstacles
you may encounter in space.
Good luck.
Enough with this.
I just want to bust
some meteors and...
You know, we can
still hear you.
[CRASHING]
Oh!
[LAUGHS]
Well, that was
an awful mess.
Look, I can do this.
I'm totally ready.
Let's put that key back
in the Omnitrix,
I'll go Jetray,
fly up to that meteor,
and blast it to stardust.
[SIGHS]
Unfortunately, we're out
of time, and out of options.
Hee-hee-hee-hee!
Could you please be
a little less excited
about the possible
end of the world?
Let's see
your Omnitrix.
[BEEPING]
[BEEP, CHIRPING]
Whoa!
I suggest you give it
a couple of turns.
Then dial up Jetray.
Alright. Ugh!
Wha!
♪♪
♪♪
Noice!
Noice is roight!
[BEEPING]
Huh? It's never
done that before.
Give it another turn.
Whoa!
What's goin' on?
- Ben?
- You okay?
[GROANS]
Whoa.
[BEEPING]
I have robot vision!
I think you've unlocked the next
level from the Omnitrix.
This modification is clearly
meant for flight.
You think so?
I do have
jet packs on my feet.
Well, there's only one way
to find out.
Okay.
Stand back.
[GRUNTING]
Be careful, Ben.
Huh? Oh, you better believe
I got this.
Hah!
Wow.
Whoo-hoo!
Amazing.
Whoo! Whoo!
Whoo-hoo-hoo!
Whoa, hey, there, handsome.
Aaah!
Stop!
Oops.
Better get some distance.
Huh?
Wings?
But I already have w...
W-o-o-w!
♪♪
Ohhh! [GRUMBLING]
There he is.
BEN: Hi, guys!
That was Ben, right?
Hang on.
I think I got it.
Aahh.
Whooooo-hoooo!
Tell me you saw that!
We did. Clearly, that suit is
meant for space travel,
and who knows what else.
I went really fast!
Yes. And we still have
the crisis at hand.
- Crisis?
- The meteor, space brain.
Oh, right.
Hold on to your hats.
[ELECTRICITY CRACKLES]
- Whoa-whoa-whoa.
- [CRASH]
Don't worry.
I can do this.
Just need to... uh...
get my balance.
Check!
Remember, we only have
one sh*t at this.
Get up there and blast it
with everything you've got.
After you deal with the meteor,
return here for analysis.
Okey-dokey.
[PEBBLES RATTLING]
Whoo-hoo-hoo-hoo-hoo!
♪♪
We can track him inside.
Gwen?
I just wanna hang out here
for a minute.
♪♪
Have you got him?
Yes, he's on a direct
heading for the meteor.
At this current speed,
he'll make contact
in about minutes.
I hope he doesn't get any
"brilliant" ideas on the way.
BEN:
I just had a brilliant idea!
I wonder if I'm fast enough
to turn back time.
I could go back and get even
with that kid in second grade
who gave me a...
Oh, hello.
Time to tango.
♪♪
Aaaaah!
Huh? Hey!
Hey!
Wha...
What just happened?
He missed.
No, no, no, no.
That can't be right.
He'd turn around
if he missed.
Right.
Why isn't he turning around?
BEN: What is this?
Some autopilot thing?
Ugh!
Autopilot off.
C'mon, turn around!
Wait, wait.
Where am I going?
I have a doctor's appointment
tomorrow!
seconds until impact.
Where did he go?
I don't know.
[BEEPING]
No!
We can't give up now.
There's gotta be a way
to talk to him.
Which button talks to Ben?
He can't be gone.
You just lost track of him.
Computers glitch all the time.
We just...
♪♪
This can't be.
seconds until impact.
[ALARM BLARING]
, , , ,
, , , , .
[ALARM STOPS]
Celestial object undetected.
Huh?
Something's not right.
That's odd.
Did it impact?
♪♪
♪♪
♪♪
BEN:
This is soo weird.
What?
Hey!
What's going on?
Where am I?
Fine. I'll do it the
old-fashioned way.
I can't tell which way is up
or down out here.
Gotta find...
my way...
back to Earth.
[BEEPING]
Whoa.
A space suit?
This must be another one
of those upgrades
Phil was talking about.
Whoa... robot vision.
Wait, Phil.
Oh, no.
The meteor.
Is everyone okay?
Did I... fail?
No!
I'm not just gonna give up here.
Maybe there's still time.
Once the Omnitrix times in,
I can go back and save everyone.
Huh?
Oh, great, what now?
[GARBLED VOICE]
Maybe they're not
here for me?
Aah!
Nope, definitely after meeeeee!
Ugh!
[ALARM BLARING]
Uh-oh.
Hey, guys,
nice ship you got here.
Looook, I appreciate the lift,
but I can get back to Earth
just fine on my own.
I think.
[SPEAKING
NATIVE LANGUAGE]
Sorry,
but I don't speak...
whatever language alien
frog men speak.
[SPEAKING NATIVE LANGUAGE]
[TRANSLATOR ENGAGES]
You are under arrest
for the countless acts
of destruction and v*olence
perpetrated across
the known universe.
You've escaped prosecution
long enough, Vilgax.
Whoa, awesome!
The suit can even
translate alien languages?
Omnitrix, I don't say this
enough but...
I love you.
Wait, did you just
call me Vilgax?
That's a good one.
I guess aliens can have
a sense of humor, too.
You aren't fooling anyone,
Vilgax.
We know the Omnitrix allows you
to take any form.
We see right through
that pathetic,
Earthling-baby disguise.
Okay, first of all, rude.
Second, you sound like
you're actually serious.
Are you nuts, dude?
How could you possibly think
I'm Vilgax?
You can continue to profess
ignorance,
but one way or another,
you are coming with us.
You will stand before
the Grand Magistrate.
He will decide your punishment.
Alright, fine.
Vilgax, the scourge
of the galaxy, surrenders.
Too bad I'm not Vilgax.
Stop him!
I don't have time to waste
convincing you g*ons.
I've got an entire planet
to save.
I hope this works.
[ALARM BLARING]
Don't worry, Earth.
I'm comin' for you.
Don't let Vilgax escape!
Oh, no!
Aah!
[GRUNTS]
No! Let go of me.
I'm telling you,
you got the wrong guy.
♪♪
♪♪
Aaaah!
He's gone Vaxasaurian.
Hold him down.
Get your gross tongues
off of me!
Aw, man, they just keep coming.
Need some more firepower.
♪♪
Whoa!
Get outta my way!
C'mon! Open,
you stinkin' hunk of junk.
You can't escape.
This ship's armor
is impenetrable.
Oho, oh, yeah.
Hey, you guys
wanna see something cool?
Whoo-hoo.
Outta my way.
Just have to...
get control...
for one second.
There! The exit.
No way it can stand up to this.
Aaaaahhhh!
[GROANS]
I still don't love
that part of the Omnitrix.
Quickly, grab him
while he's down.
Aaah! Gwen. Grandpa!
I couldn't make it.
I'm sorry.
Any sign of him, Grandpa?
Not yet, kiddo.
But we've been looking
for hours.
It is not like Ben
to be silent for this long.
I know,
we're doing all we can.
Tennysons,
good news.
I've refined my tracking program
and I've managed to pinpoint
where the Omnitrix's signal
is coming from.
It's quite nearby.
That means Ben is, too.
I hope so, but...
well, if Ben crashed
from space...
- we don't know if...
- Phil.
We have to try.
No, of course.
Let's find him.
I'm sending you both
the coordinates.
Meet up and check it out,
then call me back.
There is one more thing.
The energy signature
looks different.
I'm not sure why
or what it means.
[TIRES SCREECH]
Ben?
- Ben?
- [GASPS] Ben.
Ben, I don't know what's going
on with the Omnitrix,
but you need to fight it.
I know you would never hurt
me or Gwen.
Get in.
I think
he finally timed out.
I am coming to a stop,
but please remain inside.
Ben could still be dangerous.
We'll be okay.
Deep down he's still...
Ugh.
- Kevin?
- Kevin?
What's going on?
Did you find Ben?
No. We thought we did,
but it was just Kevin.
Gotta adjust
the program then.
Call me when you're back
on the road.
You heard him, hit the road.
It's not like, I wanted anyone,
to see me like this,
especially not you.
Kevin,
why don't you come with us?
If your watch is giving you
problems,
maybe we could help you
figure out what's going on.
I don't need your help.
I... Whoa!
[GRUNTING]
I built this.
I should be able to control it.
And that's so amazing.
It is?
I mean, yeah, I didn't do it
all on my own.
There was kinda this
weird dream.
Our friend, Phil, would love
to know about this.
He could help you.
The Omnitrix had the same
problem and he helped Ben.
I'm. Not. Ben!
And this isn't the Omnitrix,
it's the AntiTrix.
What's with you guys anyway?
I'm not part of your
little family.
And I've never done anything
for you.
You should hate me.
Kevin, we don't hate you.
Sure, you've been...
difficult... at times.
But you don't seem bad,
you know just kinda...
lost.
If you'll trust us,
we'll trust you.
Come with us.
♪♪
Fine, if this Phil guy
can fix my AntiTrix,
Okay.
Calling all units,
be on the lookout
- for an armed, dangerous...
- [YAWNS]
- ...jaywalker.
- Roger that!
We'll do everything we can
against the pedestrian menace.
Hey, wait.
There's the perp now.
♪♪
[SIREN WAILS, TIRES SCREECH]
Sir, you are going to need
to step to the side of the road.
If you do not move
immediately,
we will be forced
to issue a citati...
Get out of here!
♪♪
I can't believe
I'm saying this,
but this may be bigger
than jaywalking.
[GRUNTS] Let me go.
You don't understand.
I need to get back to Earth
before it's too late.
Ugh.
Someone needs to tell me
what's going on. Right now!
Vilgax, you are charged
with destroying several planets,
with widespread harm and mayhem,
and with escaping the Null Void.
How do you plead?
I plead not Vilgax!
Are you people crazy?
If Vilgax escaped,
we gotta move now,
or it won't just be
my planet in danger.
How can you be so calm?
Something about this
seems really fishy.
[FISH SNARL]
Uh, I mean, crooked.
[SPIDERS GASP, CHATTER]
It just all seems kinda
one-sided?
[CREATURES CHATTER]
Order!
We are not fools, Vilgax.
We know the Omnitrix grants
you any appearance.
You will not win
the court's sympathy
just because you've chosen
such a weak, pathetic form.
Hey!
And furthermore,
a reliable witness
will testify
to your identity.
Witness?
That's no reliable witness,
that's Tetrax.
He's a good-for-nothing
bounty hunter.
So, you admit to knowing
this Petrosapien?
Well, yeah, he's tried
to capture me
like a billion times.
And he'd tell you anything
to get his hands on me.
We are well aware
of Tetrax's history.
He has assisted the court today
at great personal risk,
and will in no way benefit
from your capture.
And now with no further
interruptions,
we will hear his testimony.
TETRAX: Magistrate, the video
evidence speaks for itself.
It's clear Vilgax only chose
his current form to blend in
with the indigenous species
long enough to wreak havoc.
I mean, why else
would he look like that?
It's like... It's like a squishy
little sac of organs
held together with hair.
And its head is enormous.
This is just
what I look like!
If I've gotta be an alien to be
taken seriously, then fine!
♪♪
♪♪
[SPECTATORS MURMUR]
Let's get outta here!
The prisoner is escaping.
Seize him!
- There. An exit.
- This has gone on long enough.
[GRUNTS] Aaah!
Vilgax.
You continue to disrupt
our pursuit of justice
and have made numerous attempts
to escape from the trial.
These are not the actions
of the hero you claim to be.
I declare you guilty
on all charges.
In order to protect the universe
from your destruction,
I hereby sentence you to a
lifetime inside the Null Void.
[GAVEL BANGS]
No. No, no, no, no.
Why won't you listen to me?
I haven't done anything wrong.
I have to get home.
Please, I'll do anything.
Oh, really, Vilgax?
Begging for mercy?
Pathetic.
Aaah.
No way.
This can't be happening.
The court is adjourned.
BEN: You can't do this.
Aaah!
Nooooo!
Ugh!
[RATTLING, WHIRRING]
Uh.
Huh?
VOICE: You don't deserve to
wield the Omnitrix.
It belongs
with its creator.
Me.
Ummm... me who?
Any progress?
Well, the energy signature
that his watch
is emitting
is very sporadic.
Something about it seems
familiar.
Greetings, Earth.
We are the Twains,
and we are here
to introduce you
to your new rulers.
Us.
Ugh, he still hasn't dealt
with those two?
What is taking so long?
Doesn't it strike you
as odd
that the most powerful
radio tower in the country
is located at an innocuous house
in the suburbs?
What strikes me as odd,
brother,
is how whenever I come up
with a brilliant plan,
you find a way to doubt me.
Your plan?
I believe I was the sole
visionary who devised the idea
to communicate our message
of dominance
to every home
on the planet.
KEVIN: Could we wrap it up here,
guys?
I don't know what that thing is,
but if you don't knock it off,
the owner of the house
won't fix my AntiTrix.
And you are?
Well, it looks like...
Mm.
[CHOMPING]
I'm the guy
who's gonna kick your butts.
♪♪
♪♪
- Ohhh!
- Ohhh!
Take it easy, Kevin.
Kevin, stop! Stop!
Huh? Whoa.
[SIREN CHIRPS]
We'll take it from here, folks.
Run! - . - .
Whoever you saw on those
security cameras, it wasn't me.
They aren't
even here for you.
Say whaa?
Next time leave the planning to
the more intelligent of us, me.
Oh, I see, when the plan is
working, it's all your idea,
but when we're stuck here
you had nothing to do with it.
- Oh, yeah?
- [ARGUING]
That wasn't how Ben
would have handled it,
- but still effective.
- Psh.
I don't take cues
from that loser.
Okay. Yeesh. Let's just get back
inside, fix your watch,
and find out
what happened to Ben.
Forget about Ben,
I want my watch fixed.
Looks like there's
a new good guy in town.
Let's get one thing straight.
I'm more powerful than that
doofus will ever be, and...
Whoa! Gah!
What is wrong
with this thing?!
Are you gonna help me
fix my watch or what?
Deal's a deal. Let's step inside
and get to work.
I know you're new to this
good-guy stuff,
but I'm still proud
of you, kiddo.
Hey. I already told you.
I'm not... Huh? Proud?
Of me?
[CRASH]
Not so fast.
- Duck!
- Duck!
I believe you have something
that belongs to me.
Uhh, we'll call in
back-up.
[TIRES SCREECH]
Wait. You...
I've seen you before.
My dream.
Y-you were in my dream
about the AntiTrix.
Yes, I used you as a vessel to
finally complete my own design.
But you have served
your purpose,
and it's time to hand the device
over to its rightful owner.
What? I still built it.
It's still mine.
If you want it,
come and get it.
You are less than
intimidating, human.
We'll see about that.
W-What?
I said hand it over now.
The AntiTrix is mine!
I made it!
You wanna see
what this thing can do?
Time for some Quad Smack action.
You test my patience.
Whaa! Whoa!
Ughh.
This would be less painful
if you'd simply hand it over.
No chance.
Welcome to your new home.
[CRASH]
Welp, back to
your parent's house.
Enough. If you won't surrender
the AntiTrix,
you'll be incinerated.
Prepare to get bashed!
Right in the mouth.
Vilgax shows up right
as Ben disappears.
This all has to be
connected somehow.
BEN:
First, they think I'm Vilgax.
Now, my space suit
is talking to me.
There must be some way
to get back to Gwen and Grandpa.
Huh?
Whoa, maybe there's a way
to get out through there.
VOICE: I wouldn't do that
if I were you.
Jumping through a rift
in the Null Void
could spit you out
anywhere in the universe.
I don't want any trouble.
I'm just trying to get back
to my family.
I don't think you'll be going
anywhere for a long time.
Yeah?
Who's gonna stop me?
[ROARS]
So, that's the device
Vilgax is after?
Vilgax?
Oh, yeah,
he got sucked in here.
Where is he?
Heh, he broke out of here.
Said he was heading
to your planet for revenge.
What? That meteor.
It must have been him.
Grandpa. Gwen.
Boy,
is he going to be angry
when he finds out
you aren't there.
Now hand over the device.
Ha, fat chance.
Looks like you guys
can't handle this...
ALIEN: So, this is the child
he was talking about.
Let me have the honor
of removing the Omnitrix.
[LAUGHS MANIACALLY]
S-Stay away from me.
How about we take
a look inside?
[ELECTRICITY CRACKLES]
What are you doing?
Vilgax said the device
can absorb our DNA.
Do you want to be
trapped forever?
We need to find another means
to procure it.
I have a way.
[ROARS]
Time in. Time in.
Time in.
Just give up.
You're not takin' my watch!
Oh, hey there.
Uh, maybe you guys
wanna talk this out?
Sure, let's talk...
inside your nightmares.
Ugh, why is it
always tentacles?
Ectonurite, that's enough.
My apologies.
He's all yours, Azmuth.
Don't think you've seen
the last of us, Azmuth.
Sleep with one eye open.
Heh, they're scared
of this little guy?
Wait, is that Grey Matter?
Give me the Omnitrix.
No need for struggle.
If Vilgax wants it so bad he
should've come get it himself.
Not send some shrimp.
[BEEP]
Yeah. Yeah. Whoa.
Did he just time me out?
This is what
defeated Vilgax?
You're just a larva.
Larva?
Look who's talking, ya
shriveled up Grey Matter.
Oh. Timed in already?
I'll kick your butt just like
I kicked your boss, Vilgax.
♪♪
♪♪
♪♪
What were you saying
about knowing nothing?
I am quite impressed
you were able to access
the Omni-Orbital
Flight Suit.
Clearly with the help
of someone
with a higher intelligence
than you possess.
You mean Phil?
I'm tired of these games.
Hey, what gives?
How dare you!
Give that back.
It's my watch.
I made it.
You can't just say
that and bail.
What do you mean,
you made it?
I sent it to
a very specific human.
My coordinates
are never wrong.
Vilgax made it sound like
he was a great warrior.
Was he bested
by a mere infant?
Yeah, I kicked his butt
like times.
The fact Vilgax got close
to the Omnitrix
means it's not safe
in your incompetent hands.
Incompetent?
Didn't you hear me?
I b*at Vilgax and many others
with my Omnitrix.
If you had any brain cells
properly developed,
you would've known
to end him.
Ending him wouldn't be
the hero thing to do.
Something feels off.
Uh! Yaaa!
Hero?
Don't make me laugh.
Aaaah! Yaah!
This is it!
It's all over.
Or not.
Guess the gravity
is wack here.
I think we're done.
Not a chance.
I'm not going to let you
give that to Vilgax.
I thought it was clear
that I don't work for him.
He was my student.
What? Really?
You have to tell me
what happened to you guys.
No.
I won't leave you alone
until you tell me.
How about now?
Come on.
It's been an hour.
I think.
Tell me.
Tell me, tell me, tell me,
tell me, tell me, tell me.
[GRUMBLES]
Fine.
If it will cease
your obnoxious chattering.
Yay!
Storytime.
[SIGHS]
When I was younger,
I was a world-renowned inventor.
I was adored all over the galaxy
for my bold, daring inventions.
I never worried about the
consequences of my creations.
But I had bigger plans.
I was secretly working
on my masterpiece,
the Omnitrix, a device
to allow the wearer
to literally walk in the shoes
of other alien races,
to bring a closer unity
in the universe.
While I was working
on this device,
I discovered a brilliant
and ambitious young Chimera
named Vilgax.
I decided to mentor him
and show him
the many possibilities
of science,
but Vilgax
had different plans.
He wanted to bring the universe
together under his rule,
and what better tool
to accomplish that goal
but the Omnitrix.
And thus was the conception
of one
of the most terrifying warlords
in the galaxy.
I could not watch my creation
used in this way.
I coded the Omnitrix to respond
only to me telepathically.
I left Vilgax a shell
of his former self,
trapping half of him inside.
The only way it would be
out of danger
was by sending it to one of
the most unintelligent planets
I could find.
Luckily, I was keeping track
of a group of sub-species
who could keep it safe.
Little did I know
it would end up
with a reckless
human calf.
Because of Vilgax, I was exiled.
Hah, Vilgax
was your secretary.
Now that I told you,
leave me alone.
I hate talking.
Wait a minute.
I need to defeat Vilgax.
Were you
not listening to me?
You're the one
who clearly restored him.
Yes, but if you teach me
that mind telephone thing,
I can turn him old again.
No!
Aww, come on.
Sorry, calfling.
Fine. I'll go save 'em
without you
or the dumb watch.
Where are those portal
space things?
I'm sure I can hold my breath
long enough.
Hold on.
I can't tell if you're
courageous or a fool.
No, I'm Ben Tennyson,
and I'll do anything
to save my family.
Omnitrix or not.
That's what a hero does.
So, you're willing to go into
the depths of space
risking your life
for the ones you love. Mm.
Kneel.
Yeah, sure.
I'm setting a timer
on the Omnitrix.
Whoa,
so it is a watch.
Stick out your arm.
Aah!
Haha, now we're talking.
I will let you keep the watch
under one condition...
you pass
a most dangerous trial.
That's it?
This'll be a piece of cake.
♪♪
So, when is this trial
supposed to start?
I'm running low
on time here.
I mean, I think I am.
I can't read this.
[GRUNTS]
A giant tube?
What's this about?
This is the trial.
I thought that I made
that obvious.
Yeah, I get that, but how do you
expect me to prove myself here?
There's nothing
for me to punch.
Or blast with fire.
Or use my laser eyes.
Perhaps you aren't so out
of place in the Null Void.
Are you kidding?
I'm a hero.
Your trial is a simple one.
Reach me before the timer
on the Omnitrix ends,
and you'll have
proven yourself worthy.
That's it?
That's it.
This is too easy.
[RATTLING]
Whoa-oh! What?
Whoa!
Ugh.
[PANTING]
Whoa.
C'mon, kid, I thought
this was going to be easy.
Wanna play it that way, huh?
♪♪
Rath'll show you something.
Mm.
Rath won't let any puny rocks
keep him from savin' the world.
You should consider
saving yourself first.
What?
Lasers?
No fair.
[PANTING]
Incapacitating yourself
as time runs out.
Oh, what a genius you are.
Just wait.
Rath isn't finished.
[INHALES]
Take your time,
this is quite entertaining.
♪♪
[GRUNTING]
Aha!
♪♪
♪♪
You guys are seriously
getting on my nerves.
♪♪
♪♪
Okay, a lot harder
than I thought,
but at least
I made some progress.
What?
I'm outside of the tube?
Unnnh! I don't get it.
None of my guys are working.
I went through
every single one.
And I've used up so much time.
I think.
I can't read this thing.
Ugh.
I need to figure this out.
And if I don't.
Hey, Azmuth. You could at least
give me a hint or something.
I'm trying to save
my planet here.
Huh, like I care.
My life's work is strapped
to your wrist.
How do you think I feel?
You need to prove
your worth.
As for that,
I'll give you a hint.
Because I like to keep things
interesting.
[SLURPS]
The reason you cannot
pass this trial
is because you are letting the
Omnitrix dictate your actions.
What?
But I pressed the button.
All you do
is press the button.
If you don't become
its master,
you will never realize
the true power within it.
I... I don't understand.
ECTONURITE: Then perhaps you
should allow us
to give it a try.
Aah! You. Hey.
Aren't you gonna help me?
They're trying to
take the Omnitrix.
Aren't you supposed
to be the hero?
You better hurry.
Your time is running out.
Urgh, let me go,
you gross freak.
Maybe you'll like
my Piscciss friend instead.
Aaah!
[GROWLS]
You want a piece of Rath?
Come and get it!
Awww, come on.
Rath has no time for you.
You're not the only one
who's clever.
What? Awww, man.
[SLURPS] Ah.
You're wasting your time
when you don't have
much of it left.
He's right.
Got no time for this.
Rath's got a world to save.
And we have an Omnitrix
to steal.
Whaaa!
Enough games.
Time to reap my rewards.
What?
What're you both looking at?
Aaaah!
Well, I'm out of here.
Hey. Wait a minute.
You said we were
in this together.
That's no longer
my concern.
I've got to make it.
For Gwen. For Grandpa.
Help. Please!
I need your help.
Save me.
How can I save him
when none of my aliens
could even pass
this dumb test?
Come on, watch.
Aaaaah!
Just do what I...
what I... want.
[SLURPS] Hmm?
That's it.
He said all I do
is hit the watch.
Maybe if I pull up instead.
That's new.
That. And that.
Alright.
I don't know what I did.
But here goes nothing.
♪♪
Awesome!
Ew.
Don't worry,
Mr. Ugly Fish Alien.
I'm on my way.
Not on my watch.
Got you.
We're still headed
to the portal.
Oh, right.
- Whoa!
- Aaah!
♪♪
Got ya.
This is so awesome!
This is repulsive.
I can do this.
Just a little bit further.
Ugh!
No, no, no, no, no, no, no, no.
I was so close.
I can't believe I lost.
What about Grandpa and Gwen?
How can I b*at Vilgax now?
Please, Azmuth, if you can
just tell me how...
Enough of the theatrics,
kid.
You've earned yourself
a bit more time.
What? You're? Why?
Color me surprised
that altruism
still exists
in this reality.
Altra-whoo?
Your sacrifice lead to your
ability to control the Omnitrix.
Oh, you mean
the booger guy?
[GRUMBLES]
Yes, the "booger guy".
You did what many would not.
And for that, I'm giving you
more time to save your planet.
You... You are?
Thanks, Azmuth.
Now I just have to figure out
how to get outta here.
There's nothing
to figure out.
This will take you out
of the Null Void.
Though it was not made
for someone of your size.
You'll need to expand
the particles using electricity.
Awesome.
I got just the alien for that.
♪♪
♪♪
Alright.
Hey, Azmuth, if you've had this
portal thingy all this time,
why haven't you used it
to escape the Null Void?
Because I deserve
to be here.
You better hurry up.
That portal won't stay open
for long.
Hey, uh, Azmuth.
[GRUMBLES]
What is it now?
I just wanted to say,
for what it's worth,
I believe people can change.
Just go.
Nice kid. Hi.
Whoo-hoo!
Sweet, sweet freedom.
What's that?
The ship with all
the mean frog guys.
They're getting sucked
into the Null Void.
♪♪
♪♪
Alright.
Time to pull out all the stops.
[GRUNTING]
[ELECTRICITY CRACKLES]
Oh, man. Too weak.
Was that Vilgax?
He saved us?
There's no way
Vilgax would save us.
Tetrax, you were wrong.
Tetrax.
Urgh.
Oh, that took a lot out of me.
I gotta...
I gotta...
save... Earth.
- Aaaah!
- Ugh!
Kevin!
You got to let us help.
Even Ben has trouble
with Vilgax.
Well, it's a good thing
I'm me then.
You don't need
to do this alone.
I've got this.
You guys worry too much.
- Aah!
- Foolish human.
You are merely stalling.
I will have my AntiTrix.
Well, if you want it, you're
gonna have to come and get it.
Get down!
Surprise, Squid breath.
Ugh. Come on, Vilgax.
I can do this all day!
Cool.
Are you planning
to sing me a song?
No.
I'm gonna blow you away!
[MUSIC PLAYS LOUDLY]
How do you like that,
squid breath?
[LAUGHS]
Aaah!
Uh, oh.
Kevin. You won't be able
to b*at Vilgax like that.
- You need to...
- Gwen!
- Gwen!
- Ugh!
- Hey! Let go of me.
- So how shall we proceed, boy?
You don't know who
you're messing with!
Typical.
Aah!
Let go!
You must be under the impression
that you are special,
when in reality, you were
only good for one thing.
Aaaah!
Kevin!
- Aaah!
- Kevin.
[GRUNTING]
Get up.
Come on, wake up.
Gwen...
I tried.
I'll try again after I nap.
I've waited countless cycles
for this moment.
And now...
Yes. Yes! Yes!!
Oh, no.
I believe this
will do nicely.
What did he do to himself?
Now, where is
Benjamin Tennyson?
We don't know!
You are hiding him!
Everyone!
Get in.
Is anyone going to explain
the deal
with the space octopus
that just stole my AntiTrix?
Uh-huh, yeah,
one second.
[TIRES SCREECH]
- Kevin! Whoa!
- Look out, kids.
Yow!
Just stay where you are.
I'll figure out what to do.
[ALL SHOUTING]
Well, good thing we had
our seatbelts on.
Whoa!
What happened to your other
little changeling boy?
Don't tell me you allowed
someone else
to eliminate him already.
[LAUGHS]
- He's got us trapped.
- Don't worry, sweetie.
The Rustbucket has gotten
out of plenty of worse scrapes
- than this.
- When?
Hey, what happened
to Kevin?
Surprise, squid face!
How's this for a present?
What?
How dare you!
You'll regret the day
you challenged me, boy!
Was that Kevin?
It sounds like he and Glitch
are drawing Vilgax away.
We can't leave him
out there alone.
We have to help.
Unfortunately, it looks like
the Rustbucket
is out of commission
until further notice.
I think I might have
an alternative option.
BEN: [GROANING]
Gah! Ugh.
Hey, I'm alive.
Welcome back.
It appears that I may have been
too quick to judge you, child.
Ya think?
Yes, indeed I do think.
When you risked your life
to prevent this ship
from careening
into the Null Void,
I saw that you were not
the intergalactic criminal
that I perceived you to be.
Please accept
my sincerest apologies.
♪♪
Ahem.
I'm sorry for booking you
under false pretenses.
That sounded painful.
You have no idea.
As much as I'd love to bask in
being right, I don't have time.
Vilgax is probably on Earth,
and if I don't get there soon,
my family will get hurt.
Not to mention, the whole
universe is in danger!
Indeed. You have a history
with Vilgax.
You have my permission
to apprehend him.
Yea, that's kinda
the problem.
I have no idea
how to get home.
Then we will
take you there.
That is impossible.
Our ship has sustained
significant damage.
We are incapable
to reach warp speed.
What about the wormhole
I came in through?
That is possible.
Excellent.
Set the course.
In the meantime, we have matters
of justice to attend to.
Ugh, haven't you done enough
justicing today?
Because you were falsely
accused,
we must apprehend those
who have conspired against you.
We will start with
the bounty hunter Tetrax.
The bounty hunter
isn't here.
Likely he caught wind of what
was happening and jumped ship.
Scour the vessel for him.
If he is still here,
he will face the consequences
of his actions.
Alright. I'll help.
Let's see if we can do
this quickly.
What is the plan here?
The plan is you quit yapping
and drive.
I know you use this abrasive
attitude to protect yourself,
but I can see in you a true
desire to do good, Kevin.
Listen, if there's anything
I know,
it's how to adapt and survive.
If anyone can deal
with being alone
with Captain Calamari
out here, it's me. Ugh!
This situation seems
less than ideal.
Whoa! Come, on. I know you must
have some trick
up your sleeve
to get us outta this.
There may be one thing.
I believe in you, Kevin.
Whaaa!
Let's be rid of this useless
vehicle, shall we?
Glitch. No!
Take away all your toys
and all that remains
is a useless,
sniveling little human child.
Even more pathetic than the one
I came here to squash.
[LAUGHS]
Adorable.
You're about to learn
the true power
of the Galvan Mechamorphs, boy.
You'll regret wasting yours
on cars and stereos.
Or rather, that's what I would
be saying
if I wasn't about to end you.
I... I...
- Huh?
- Kevin.
You are... a survivor.
You must adapt...
to survive.
Hey. Wait.
What are you doing?
Gah.
What?!
♪♪
You can't be serious.
Gotta say, Glitch,
I'm digging this armor thing.
This is a prototype I have been
developing for Ben.
I have not had the opportunity
to test its field efficacy.
You mean I get to use this
before Ben does?
- Affirmative.
- Heh, heh, loser.
Let's see
what you can do.
I had planned on ending you
before you were forced
to watch me conquer
this wretched planet.
I hope your pathetic
insubordination was worth it.
Ha!
You missed me!
What a dingus!
I was right in front of him.
♪♪
Gah! C'mon!
This is ridiculous.
I've looked everywhere.
Maybe he did bail.
Have you transferred
the credits?
Hm?
Received.
Our business is concluded.
So, you're trying to escape.
We'll see about that.
Leaving so soon, Tetrax?
That was the plan.
Whoa!
Why'd you do it, Tetrax?
Aah!
Why'd you turn me in
and claim I was Vilgax?
Tetrax?
Ohh!
It was business,
changeling.
Business?
Huh? Aaah!
You made a bad deal.
You've bested me.
I loathe that.
I'm not too upset about it.
What business would have you
lying in intergalactic court?
One that pays a lot.
Yeah? And who would
pay you that much?
An old, grumpy Galvan.
A Galvan?
You mean Azmuth?
The very same.
I was tasked with delivering you
to the Null Void.
He wanted
something from you,
but knew that you would not
come along willingly.
Yea, he wanted the Omnitrix
back, but he let me keep it
so I could save my family,
and If I hadn't met Azmuth,
I wouldn't have unlocked
that booger guy.
- That what?
- But then again,
you got me imprisoned
in the Null Void.
That place is awful.
- Yea, it's trash.
- Huh.
So, I suppose
you kinda helped me?
I was doing a job,
changeling.
The fate of your family
doesn't concern me.
And I suppose you're going
to let them take me in?
[GRUNTS] You better skedaddle
before I have more time
to reflect
on this decision.
Hey.
Did you get my joke?
Reflect? You know.
Cause of the crystals?
Huh.
You've returned.
Any luck finding Tetrax?
Uh, no.
That dude bailed.
No matter. One way or another,
we'll find him.
If not now, then perhaps
in the next reboot.
Sir. We have reached
the wormhole.
Excellent.
Ben, are you ready?
Why's Vilgax's Bootleg Goo
makin' the ground
all "bouncy castle"?
Vilgax is using his
Galvan Mechamorph.
The "bootleg", as you call it,
to terraform your planet
into a living extension
of his person.
Uh, translation?
In layman's terms,
you need to stop this spread
from turning your world
into "Planet Vilgax".
Okay, but I'm gonna need
all the juice
you can give me
to pull this off.
Indeed.
♪♪
Whoa! No!
I am afraid my power supply
will not last much longer
at this rate.
You never said your batteries
could run out.
Whoa! Aah!
- Power levels critically low.
- GWEN: Kevin?
- Whoa!
- Is that you?
♪♪
Aww, c'mon!
Doors opening
in seconds.
Aah! What was that?
Aaah!
♪♪
Mobilize damage control.
We need to get out of here now.
We're getting bombarded
by an asteroid field.
We're receiving orders
to move away from the wormhole.
Not until
you open this door.
It's an asteroid field.
You'll be in some
serious danger.
The whole universe
is in danger!
Uh-oh.
Hang on, guys.
I'm coming.
♪♪
♪♪
♪♪
Brace for impact.
♪♪
Okay, Vilgax.
It's hero time!
♪♪
Good luck,
sweet child of the stars.
Enough!
Kevin, It is imperative
that we wrap this up.
Agreed.
A pity you didn't stand down
while you still had the chance.
I'd rather go all-in and end up
squashed than stand around
and let some slab of squid jerky
like you take over the planet.
[CHUCKLES] A perfectly
agreeable arrangement.
Huh?
What is that?
Hm? It's always something
with this planet.
Look! There's someone
in the crater!
What? No.
It can't be.
Hey, buddy.
It's been a while.
Ben. You're back?
Gwen, I'm so glad
to see you.
You will not believe
what I've seen.
Wait, why is the ground
all squishy?
Ask him.
So good of you
to return.
You bear the key that unlocks
the full power of the AntiTrix.
AntiTrix?
Where'd you get an AntiTrix?
Ask him.
Squidly stole my watch.
Kevin? Are you...
Are you wearing Glitch?
Hold on. Did I come back
to a parallel universe?
Listen, loser, we need to take
down this giant freak
and stop him from
changing the planet...
No, no, no.
Ugh.
Kevin, I'm afraid we've
suffered too significant
a power loss
to be any help.
Well, that's not cool.
You handle Vilgax.
We'll help Kevin.
What?
[TIRES SCREECH]
Seriously, am I on
the right Earth?
I'll need that key now.
Some things never change.
♪♪
♪♪
♪♪
Wait a second.
Aaah!
Aaaah!
Dude, you can fly?
[GROANING]
Stuck the landing.
You'd do well to stay down.
C'mon, Gaxxy. I thought you knew
me better than that.
Oh, I do.
I just wanted a running start.
KEVIN: You shouldn't have
bothered savin' me.
Gax is too strong
and the suit is toast.
Nonsense, we'll fix you up
somehow.
The damage
is not insurmountable.
With Phil's permission, I may
be able to draw some power
from his automobile
and commence repairs.
- Fine with me.
- Let's get you up and running.
Ugh.
This may be harder
than I thought.
All the power
and none of the fun.
How we doing, Glitch?
We are not %,
but I think we can effectively
re-engage Vilgax.
KEVIN: You're wasting your time.
I can't b*at that guy.
Listen, you've managed
to hold off Vilgax on your own.
And now Ben is back.
You two can defeat
Vilgax together.
I don't think it's a stretch
to say the world
needs you right now.
We need you.
You're right. Stand back,
I'm goin' after my watch.
♪♪
Finally, I can unlock
the unlimited power
contained within my device.
KEVIN: Vilgax!
Aaah!
♪♪
Unnnnh!
I'm afraid we can't
sustain...
[GROANS] Glitch?
It's only fitting
you witness
the unleashing
of the ultimate alien.
♪♪
Heh, I got it.
[LAUGHS]
I guess I didn't get it
in time.
Yes. I feel the power coursing
through my being.
♪♪
[GROANS]
Infinite power!
That isn't good.
Behold the power of
the AntiTrix, fully unleashed!
I am the ultimate being!
Unmatched, unstoppable.
BEN: More like
the ultimate doofus.
What is that?
Space armor.
Pretty cool, right?
You could have brought this guy
out earlier, ya know.
Where do you think
you're going?
We can take him.
Alright, just stay spiky.
[LAUGHS]
This is all so futile.
Stay down, big boy.
I think
I've had enough fun.
♪♪
Aw, come on!
♪♪
♪♪
Let's hope the ol' saying
is true...
the bigger they are...
The harder they fall.
♪♪
♪♪
Uh! Didn't even faze him.
♪♪
♪♪
Kevin?
♪♪
♪♪
No!
♪♪
[GASPS] Ben!
You okay?
Glitch is... is gone.
What about Kevin?
I don't know.
Vilgax hit him pretty hard.
I threw my biggest guy
at him.
It did nothing.
I don't know how to b*at him.
I-I don't know either.
I'm just as baffled
as you are.
AZMUTH: Come in.
Do you hear me, Earthling?
Azmuth? Is that you?
What are you waiting for?
Finish him.
- You're running out of time.
- How?
He's too powerful.
Kevin's gone.
I can't do it.
Always with the whining.
Have you already forgotten
what I taught you?
Oh, yeah.
Guys, you should probably
give me a little room.
FROG ALIEN:
We appreciate your help
repairing our engines,
Azmuth,
but did you bring us here
just to watch Vilgax begin
his reign of terror again?
I've never seen a planet
so far gone.
I've seen it
only once before.
Before, there was
no coming back,
but now, perhaps things
will be different.
This far enough?
BEN:
Yeah, that should work.
What do ya reckon
is going to happen?
He's probably
going to explode.
I'm just going to put everything
into this alien
and hopefully it will be enough.
♪♪
♪♪
♪♪
♪♪
♪♪
Wow!
He got way big.
♪♪
Sweeeeet!
Wish me luck.
♪♪
[THUNDER CRASHES, RAIN FALLS]
Aaaah!
You have been a nuisance
for too long!
Whoa!
Was that from me?
Aaaah!
You can't b*at me!
You're just a -year-old.
Don't mess
with -year-olds!
Impossible!
You'd do well to stay down.
♪♪
The harder they fall.
Well done, Earthling.
We can take it from here.
- We?
- Look up.
♪♪
A deal's a deal.
Thanks for giving me
the chance to save my family.
Here you go.
You were surprisingly
effective
and managed not
to destroy everything.
I'll take that
as a compliment.
If you wish.
♪♪
♪♪
♪♪
What's the matter?
You act like you've lost a limb.
Typical.
And you've managed to get
your stench all over this thing.
So... you, uh,
should probably hang on to it
for a while longer.
Alright!
Just don't make me
regret this.
♪♪
What happened?
My body is back to normal.
My power!
What happened to it?
Ben!
I am so glad it's over.
I don't get it. This is where
I saw him land.
Well, if I know Kevin,
he'll turn up sooner or later.
C'mon, Grandpa and Phil
are waiting.
I think I'll be able to salvage
Glitch from this debris.
Awesome.
So, uh, where to now?
How about Nebraska?
Never been there.
Nebraska?
What's in Nebraska?
I hear they have a Stonehenge
made of cars.
Works for me.
Me too.
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Ben 10 vs. the Universe: The Movie (2020)
Moderator: Maskath3