03x10 - Ghost Town

[bunniefuu]

[ rumbling ]

[electronic pinging ]

MAN:
Station to patrol ship.

Nothing to report.

The prisoner is secure.

Copy that.

Can't say I'm surprised.

[ rapid beeping ]

What is that?

Attention,
unidentified vehicle.

You're entering secure space.

I will fire if you proceed.

[alarm blaring ]

[thudding ]

GHOSTFREAK:
[sighs ]

Please,
the light burns!

And if I were to stop it?

Don't toy with me,
Vilgax.

Ask for what you want.

VILGAX:
I do not ask,
Ghostfreak.

I demand,
and you obey!

I will free you from your
prison, and in return,

you will tell me what
I wish to know.

The knowledge to
defeat Ben Tennyson,

the secrets of the Omnitrix!

Tell me,
then I will set you free.

And five centuries later...

Look, you're the one
who suggested miniature golf.

That's only 'cause
there was supposed to be

a rogue alien wrecking
this place.

It's supposed to be a
little cute alien,

not a scary one.

Whatever.

Scariest thing so far is how
bored I'm getting.

Ha!
Another hole in one!

I'm...still counting that.

[ chittering ]

Finally!
Let's bag him and go home!

Hi, there, little guy.

[sizzling ]

This is why
I hate miniature golf.

[gasps ]

[sizzling ]

Ow!

[snickers ]

I hate golf, but I'm a
big fan of whack-a-mole.

[ chittering ]

[grunting ]

You know, this is a lot more fun
at the arcade.

[grunting ]

[squealing ]

It's like he knows when
we're gonna hit him.

BEN:
Maybe you're just not
hitting hard enough.

Humungousaur!

[squealing ]

Just...
stand...still!

[ chitters ]

Hey, Gwen --

a mole in one!

Ha!

[ chomps ]

Aah!

Keep him there,
Ben!

But he's got
acid spit!

[ chomping ]

[squeals ]

Nice sh*t.

Yeah, I guess he wasn't
up to par.

What do you mean?

It's a golf joke.

Never mind.

[grunting ]

Next time,
we're going go-kart racing.

[ rumbling ]

[air whooshes ]

What was that?!

Whatever it was,

it better not have landed
on my ride.

[ car alarm blaring ]

Stay right here.

[ blaring continues ]

Ben...Tennyson.

I need...

your help.

Burger Shack.

BEN:
I got you the kiddie meal.

So don't let them know you're
over .

What's your problem,
Gwen?

Don't you remember
how many times

this guy tried to
k*ll you?

Not exactly.

A lot.

That's what makes
this so much fun.

What was it you needed?

I...need...your help.

You shouldn't even be here.

You were banished from our
planet!

And what makes you
think he's gonna help you,

squid face?

One word --

Ghostfreak.

What about him?

Interested now?

You should be.

He escaped from your Omnitrix,
almost destroyed you.

I know.
I was there.

And I was there when he escaped

from the
maximum-security prison

built to hold only him!

He's on the loose?

And more powerful
than ever.

He even tried to possess me.

He always was
the possessive type.

That still doesn't
tell us why you're here.

Even though I drove him off,

Ghostfreak wasn't
finished with me.

But instead of seeking revenge
directly...

he att*cked my world!

[screeches ]

[screams ]

VILGAX:
Every one of my people

he possessed became
a Ghostfreak minion,

sl*ve to his
hive mind.

I tried to defend my home world,

but the infestation spread
exponentially.

Within weeks, Ghostfreak
controlled my entire planet.

He had what he wanted.

There was nothing I could do...

but escape...

and bring back help.

That is to say, you,
Ben Tennyson.

And you think I'm going
with you because why?

Because this is your fault!

What?

I've never even been to your
planet!

You freed Ghostfreak
from the Omnitrix!

His actions are your
responsibility.

Of course, if you'd rather I do
it alone...

Not a chance,
Vilgax.

And how did you know --

VILGAX:
We are wasting time!

My people are not warriors
like me!

They are innocent women and
children.

Why should we believe
anything you say?

What other reason

would I come groveling to your
pitiful planet?

He makes a good point.

Come on!

This couldn't be a more
obvious trap

if there was a sign that read,
"free cookies."

BEN:
Probably.

But I really like cookies.

We're going.

If he is telling the truth,

we can't just let people
suffer.

Better them than us.

My watch,
my responsibility.

It's not just all
about Ben Tennyson.

Vilgax won't touch you
while I'm around.

It's totally safe.

But the first sign of a
double-cross,

and you're a sushi platter!

Looked better in the brochure.

Ghostfreak is the
cause of all this.

Now stay.

Stay.I mean it.

[whimpers ]

I thought you said
Julie trained that thing.

We should probably
focus on our other problems.

They haven't seen us yet.

Get in here!

[grunts ]

[Ghostfreaks screeching ]

Phew.
Tricked them.

[eerie wailing ]

What is that?

A child crying.

Guess they weren't
after us.

[grunts ]

What are you doing?!

Giving away our
location!

I knew we couldn't trust
the squid.

That's okay.

I was kind of getting sick of
being nice to him.

[ beep]

Swampfire!

I can't believe you thought you
could trick us into...

[whimpering ]

...saving a little girl?

Okay, now I feel like a jerk.

The big bad has a
conscience.

Who knew?

Don't let them reach her!

The Ghostfreaks can possess
anything they touch!

Like us?

Nice!

I wasn't even sure that was a
plant.

[gasps ]

[grunting ]

Great.

Even the freaks don't want me.

Kevin...

That's a good thing!

You should stay up front!

[grunts ]

VILGAX:
Are you injured?

No, my lord Vilgax.

Thank you,
my lord Vilgax!

It is not safe here.

Stay inside and be quiet.

You are so losing your
evil cred.

Watch your tone,
Ben Tennyson!

If I did not need your help --

There's the bad guy we
all love to hate.

So what's next?

Got some puppies that need
saving?

We eliminate Ghostfreak.

Without his mental control,
his minions will be powerless.

Where do we find him?

He's got to be in your
house.

My castle.

Yes.
It is well-fortified.

I've got an idea.

But I need to get close to
Ghostfreak.

You got to have a house key

hidden under a rock
somewhere.

I take your meaning.

There is a secret way into my
stronghold.

But it is not pleasant.

[water trickling ]

Seriously?
A trash chute?

You should be grateful

I called off the flesh
beetles.

"Grateful."

That's the word.

Ghostfreak seems to have a real
grudge against you, Vilgax.

He...simply sees my
planet as the jewel it is.

Jewel?

[scoffs ]
Even better.

Once we take the freak down,

we can find out what he
really wants.

You seem confident.

Told you, I have a plan.

He's there.

But for my plan to work,
I need a distraction.

You suggest me?

Nothing says distraction
like a tentacle-faced alien.

Ghostfreak!

Ah, Vilgax.

Back for more?

This time, you will die,
ectonurite scum!

Before I enslaved your planet,

as I will
the universe.

All I needed was a place to
start.

Even now,
my minions build starships

to infest other
worlds.

But now that you're here,

I wouldn't mind possessing
your power, as well.

You are welcome to try.

Alien DNA sample acquired.

Ghostfreak!

That was it?

That was your plan?

Don't worry,
Gwen.

Ghostfreak was one of
the Omnitrix originals.

I've controlled him befo--

[wheezes, coughs ]

Ben?
Are you okay?

Never felt better.

[gasps ]

What's the matter with you?

Kevin!

His Omnitrix is gone!

That can't be good.

[laughs evilly]

Ben, stop it!

Don't you see?

Ben Tennyson is no longer in
control of his body.

Ghostfreak is!

But Ben's still in
there somewhere.

We can't hurt him!

Speak for yourself.

What a wonderful
opportunity.

Both of my greatest enemies
in one body.

What is it you humans say?

I can k*ll two birds
with one stone?

[ pulsates ]

[grunts ]

Leave him alone!

Foolish child.

He'll destroy you if I let him.

Oh, yeah.

Thanks for the help.

I grow weary of your
"help."

[grunts ]

[grunts, groans ]

[groans ]

[ pulsates ]

[groans ]

Ben!
Stop it!

You're hurting your friends!

Please, I know you're in there
somewhere!

[grunts ]

And that's exactly
what I plan to take care of.

[groans ]

Finally, no more
distractions.

And much more destruction.

[groans ]

[grunting ]

To me,my servants!

[grunting ]

Hold him.

I wish to possess this one
myself.

With Vilgax, Ben Tennyson,
and myself as one,

there will be no power in the
universe that can stop me!

[grunts ]

[screeches ]

Ben...Tennyson!

N-o-o-o-o-o-o-o-o!

[ beep]
No, no, no,
hold your applause.

KEVIN:
[groans ]

Aw, you guys missed
the whole thing!

We saw enough.

Ben, that was really,
really stupid.

Except for the part
where it worked, right?

And we almost got
creamed in the process.

You're not in this alone,
or did you forget?

So, no victory parade?

ALL:
Long live Vilgax!

Long live Vilgax!
Long live Vilgax!

Long live Vilgax!

Long live Vilgax!
Long live Vilgax!

Look at you.
You got a fan club.

I do not presume to
take credit for your deed,

Ben Tennyson.

Hey, I'm not gonna tell
anybody.

What happens in Vilgaxia stays
in Vilgaxia.

A wise choice.

GWEN:
Hey, Ben!

I found Ship.

He was emulating some
kind of alien toaster,

but I convinced him to change
back for now.

After making
loaves of toast.

Can we leave already?

VILGAX:
Yes.

You have helped me achieve
my goal,

and so you have won your
miserable lives.

Won them?
You tried to k*ll us!

Foolish child.

If I had not taken you out of
the battle,

Ben Tennyson himself
would have -- permanently.

Don't do us any more
favors,Vilgax.

It won't happen again,
I assure you.

This is not over,
Ben Tennyson.

In fact, now that the secrets of
the Omnitrix

are mine and there
are none left to stop me...

I'd say it's a rather auspicious
beginning.