Dr. Psychobos: You don't
think I took precautions
to prevent you from using that
device to teleport out of here?
Did you think to prevent me
from teleporting anyone in?
[ beep ]
[ snarling ]
Ben: What do we do now?
Khyber and Malware are still out there.
Dr. Psychobos: Your entire species
is about to become extinct!
[ rumbling ]
Aaaah!
♪ Ben ♪
♪ he's a kid,
and he wants to have fun ♪
♪ but when you need a superhero,
he gets the job done ♪
♪ Ben ♪
♪ 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 ♪
♪ when lives are on the line ♪
♪ it's hero time ♪
♪ Ben ♪
[ expl*si*n ]
Ben: Ugh.
Anybody else hear about a
million little bells?
Rook: Is it safe to assume
that was Malware's doing?
Obviously.
- Ben: But if Malware was on
the moon when it blew,
problem solved. Right?
No, Tennyson, I think our
problems are just beginning.
First thinker, the
defensive grid is down!
Man the particle cannons.
[ beep ]
[ whimpering ]
Aaah!
Nrg: Those rocks, they aren't rocks!
Malware. He's been scattered
over half the planet by now.
Nrg: [ sarcastically ] Wonderful.
It's raining psychopaths.
Pakmar demands satisfaction!
Pakmar demands restitution!
Pakmar demands an apology!
You, colorful-shirt-man, you
are related to that menace,
that hooligan, that qwezot
in Pakmar's marflarb!
Max: You must mean Ben.
The very one! You know
what this scoundrel has did?!
Max: Now, Mr. Pakmar, I'm
sure Ben had some reason.
Pakmar is but a simple
merchant, trying to provide for
his wife and children!
But Ben Tennyson makes this impossible!
Max: Find Ben and get him in here.
I'm not seeing Ben Tennyson
anywhere in this sector, Magister.
Max: Let me see that.
- I... can run the scans again.
Max: No.
I have a better idea.
[ beeping ]
Ben: So, what's our next
move? How do we fix this?
How should I know?
- Ben: Seriously?
You're the smartest guy in
three galaxies?
Five, actually, but who's counting?
Ben: Whatever.
You've got to know something.
Rook: Uh, if I may interrupt.
It's not like this has ever
happened before.
I'd need to examine what's left of
that moon to assess the situation.
Rook: That might have to wait.
Malware: Azmuth!
Where you gave life, I have
brought destruction!
Your favored creations are no more.
Sowing chaos doesn't take
any special talent, Malware.
If that's the best you can do,
I'm not impressed.
Malware: No, nothing I do could
ever impress you, could it, "father?"
In your eyes, I am nothing but
your failed experiment, your shame.
My only shame is that I have
been unable to heal your pain.
But it's not too late.
Give up this vendetta of yours,
and we'll work together
to make you whole.
Malware: [ roars ]
Lies!!
Even now you conspire against me!
It is too late!
Hyah!
Humungousaur: Oh!
Ugh!
Rook: [ gasps ]
My proto-tool!
Both: [ gasps ]
Malware: What a clever device.
It must have a million uses.
But I'm only interested in one.
You cannot win. Even
now, there are pieces
of my body working their
way to the planet's core.
I shall corrupt this world from
within, devouring every molecule...
until Galvan Prime becomes
planet Malware!
But, first...
I shall devour you.
Humungousaur: Ugh!
Humungousaur: [ grunting ]
Rook!
Get Azmuth out of here!
Malware: No! No one leaves!
Humungousaur: [ roars ]
[ sighs ]
Malware: Aah!
[ beep ]
Humungousaur: Ow!
[ spacecraft approaching ]
Max: Come on!
Rook: Ben! He's...
- Gwen: I've got him!
Rook: Magister, how did you...
- Max: When you didn't show up
on any scan, I figured something
was wrong, so I called Gwen.
Gwen: I'm kind of an expert
at tracking Ben's manna.
Max: How is he?
- He'll come around in a few hours.
Ben: [ coughing ]
Or now. Could be now.
Ben: Ugh.
Anybody got a mint?
My mouth tastes like Malware.
Ugh.
Fortunately, the debris from
the expl*si*n of Galvan "B" came
down over a localized area.
- Ben: That's, like, half the planet!
Yes, but the rest is unaffected.
However, it's only a matter of
hours until Malware's feelers
reach the planet's core.
Once that happens, there will be
no way to stop him from absorbing
and corrupting everything.
Malware himself will become a living
planet, and a heavily
armed one, at that.
Uncool.
- Definitely uncool.
Kevin: Absolutely uncool.
So, what's the plan?
I designed Galvan Prime with
a series of firewalls to insulate
sections of the planet from each
other in case of a viral att*ck.
If we can activate the disrupter
fields in these firewalls, we
should be able to prevent Malware
from reaching the core... briefly.
Ben: Briefly?
- I'll know more once Rook,
Gwen, and I return from
what's left of Galvan "B".
There must be some answers up there.
Kevin: For a supergenius,
that's not a very inspiring plan.
Gwen: Have you got a better plan?
- Kevin: Just sayin'...
Ben: You said, "if we
activate the firewalls."
There's something you're not
telling us, isn't there?
I was getting to it.
The firewall controls were
damaged by the shockwave.
The central relay station is here,
on the edge of the red zone.
Ben: So, you need us
to keep Malware busy
while the wonder twins
here fix the controls.
We might possibly
resent that reference.
If we knew what it meant.
- Ben: You and me together again, huh?
Kevin: How come every time you
say that, I end up getting sh*t at?
Max: Are you sure you don't
have any bigger jetpacks?
Oh! Oho ho ha!
Malware is just ahead.
There's a security garrison here
that may help us...
if there's anyone left.
- Ben: Love that sunny outlook.
Kevin: Hey, don't go getting
any ideas about my girl.
Rook: Not to worry. Gwen is only
attractive by human standards.
Gwen: Um...
- Ben: It's true.
I've seen Rook's homeworld.
No comparison.
Gwen: I am sitting right here.
Kevin: So, to him, Gwen's like
what, an orangutan with glasses?
Ben: [ laughs ]
[ gasps ]
Gwen: Love ya. Bye.
Kevin: Any time now, Tennyson!
Ben: I'm trying to dial in a flyer!
Kevin: Haven't you figured
that thing out yet?
Ben: Whoa!
[ beep ]
Kevin: Ugh!
Way Big: Way Big?
Kevin: Aaaah!
Ow!
What happened to Malware?
Did he soak into the
ground or something?
Way Big: Beats me.
Maybe I splattered him.
Kevin: Nah.
It's never that easy.
Way Big: Go muster the troops.
I'll keep an eye out for Malware.
Kevin: [ grunting ]
On it.
[ growling ]
[ crickets chirping ]
Max: Well?
- I've seen worse.
Hmm.
But this is at least top five.
Uh, bottom five.
Way Big: Gotcha!
[ laughs ]
Ew!
Gross!
Whoa!
[ growling ]
Kevin: [ grunting ]
Come on, cut it out, will ya?
We need it for the copper.
- And your belt buckle.
Max: What? Why would you
possibly need my belt buckle?
[ clears throat ]
Would all the geniuses in the
room kindly raise your hands?
Max: [ sighing ]
All right, fine.
[ buckle clinking ]
And your shoelaces.
Malware: You returned to face me
again, after I nearly destroyed you?
You are a fool, Ben Tennyson!
Way Big: Yeah?
Well, it takes one to know one.
Hyah!
[ expl*si*n in distance ]
Kevin: Huh?
[ whimpering ]
They seem to be in
remarkably good condition.
Yes, I think I can work with these.
Do either of you have any
pocket change?
Way Big: [ grunting ]
Aaah!
Malware: Do you see how your
loyalty to Azmuth is repaid?
Way Big: [ grunting ]
Malware: Only despair and
utter destruction await you.
Even now, part of me nears the core.
Max: Guys, we're almost out of time!
Plenty of time!
- We're done.
Max: Well... turn it on!
[ gasps ]
Malware: What?!
No! Impossible!
[ grunting ]
No-o-o!
This is far from over, Tennyson.
Your friends have only
delayed their fate!
But as for you...
your journey ends here.
Kevin: Ben!
Malware: [ roaring ]
[ beep ]
Ben: Wh... I'm home?
How'd I get here?
Young Gwen: I like school, but we
probably learn more with grandpa Max.
Ben: [ sarcastically ]
Oh, great. More time travel.
Young Gwen: Go on, say it.
[ imitating Ben ] You like school?
What a dweeb!
Max: You've been quiet, kiddo.
- Young Ben: Yeah, I guess.
Max: You've been through
a lot the past few days.
Go on in and rest up.
You'll feel better.
Young Gwen: Grandpa, is Ben
gonna be okay?
Max: Yeah. Give him time.
I come , light-years, and
I don't even get a formal greeting?
Young Ben: Oh. Hey, Azmuth.
Ben: Wait, I remember this...
but from a lower angle.
So, how is my greatest invention?
You haven't blown it apart or
dropped it in the toilet or anything?
Young Ben: No, I guess not.
- You know, you've been doing
an awful lot of winning since you
took possession of my Omnitrix.
Young Ben: So?
"So", you don't learn anything
when you win, Ben Tennyson.
Losing this transformation you
call Feedback was hard, wasn't it?
Young Ben: Yeah. It felt like
he was a part of me.
Well, you can let that one
loss define you from now on,
or you can learn from it.
Young Ben: Did you?
Ben: Huh?
You can see me now?
Young Ben: Did you learn from it?
Ben: Yeah, that losing bites.
Young Ben: Oh.
- Ben: Look, I don't think
there's any big takeaway from
our big fail back then.
Young Ben: Guess you're
still mad at me, huh?
Ben: Dude, no, I'm mad at...
[ sighs ]
You know what?
Maybe I got to forgive you/me.
Young Ben: You do?
- Ben: Yeah. We're not losers.
b*ating ourselves up is just
doing a favor for Malware and
everyone else we ever go up against.
So from now on, let's save the
b*at-downs for the bad guys. Deal?
[ beep ]
[ crowd screaming ]
[ thundering footsteps ]
Malware: [ growling ]
[ expl*si*n ]
Kevin: Uh, Ben?
Feedback: Hey, everybody!
Did you miss me?
Malware: The Conductoid?
Pathetic.
I destroyed you once before,
and I'm a hundred
times more powerful now!
Feedback: Now I remember
why I liked this guy.
Feedback rules!
[ electricity crackles ]
Malware: Aaah!
Feedback: Hyah!
Kevin: Aah!
[ groans ]
[ whimpering ]
Kevin: Aw, poor dumb Mutt.
Feedback: Ugh.
I'm not making a dent in this creep.
And sooner or later,
I'm gonna run out of gas.
[ roaring overhead ]
Malware: No! This cannot be!
I destroyed them all! No!
[ snarls ]
Kevin: You're welcome.
Whoo! Yeah!
That's more like it!
[ snarls ]
Kevin: Ugh!
Aah!
Whoa! Good doggy!
Feedback: There's got to be
some way to take this chump out
once and for all.
- Might I suggest these?
Malware: Aah!
Feedback: The Mechamorphs!
That was you?
Once the helixes were
repaired, it was a small matter
to re-energize the Mechamorphs.
And I believe there's more than
enough energy remaining
for your purposes.
Feedback: Then
let's turn on the power!
Malware: Curse you, Ben Tennyson!
[ electricity crackles ]
Aah!
[ beeping ]
Feedback: Ugh.
Ben: Now, that was a total rush.
[ crowd cheers ]
Okay, Azmuth, I guess
we'll be going now.
Yes, yes, goodbye,
Ben Tennyson.
Ben: Come on!
Not even a "thank you?"
You expect me to put
on some humiliating display
of gratitude every time
you save a planet or two?
Who has that kind of time?
- Ben: You're welcome.
Kevin:[ whistles ]
[ barking ]
Ben: We're taking in another stray?
Kevin: [ sarcastically ] Funny.
She's kind of growing on me.
Gwen: It's a girl?
- Kevin: You really didn't pay
attention in health class, did you?
Max: Don't ask.
03x02 - Showdown, Part 2
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Ben the superhero begins exploring the quirky side of the alien underworld in a secret alien city alongside his by the book partner assigned to him.
Ben the superhero begins exploring the quirky side of the alien underworld in a secret alien city alongside his by the book partner assigned to him.