1
[SCREAM]
AGH!
YEAH, I CAN DO THAT...
[SCREAMS]
IN PURSUI OF RUNAWAY VEHICLE.
PROCEEDING WEST ON PUGSLEY
BOULEVARD NEAR KLINE AVENUE.
WHOA, THAT'S SOME TANK,
GRANDPA.
IT'S NOT A TANK, DOOFUS.
IT'S A FULLY AUTOMATED URBAN
ASSAULT VEHICLE.
YOU'RE A FULLY ANNOYING
ASSAULT ON MY EYES AND EARS.
YOU'RE A FULLY DISGUSTING
ASSAULT ON MY NOSE. SHOWER MUCH?
ONLY TO WASH OFF YOUR COOTIES.
KNOCK IT OFF, YOU TWO!
All: HUH?
WHOAOAAA!
Ben: WHOA!
WHATEVER THIS THING IS, IT'S
GONE COMPLETELY OUT OF CONTROL!
WHICH MEANS IT'S HERO TIME!
- HUH?
- NOT ON A SCHOOL NIGHT.
I PROMISED BOTH YOUR PARENTS
I'D HAVE YOU HOME BY 8:00.
ACCORDING TO MY WATCH,
IT'S TIME FOR AN UPGRADE.
HOLD UP, DWEEB!
WHAT IT NEEDS IS
A DISMANTLING SPELL!
UPGRADE!
DISMANTLING SPELL!
UPGRADE!
DISMANTLING SPELL!
OKAY, YOU WIN.
PSYCH!
[GROANS]
WHOA! NOT THE KIND OF
UPGRADE I HAD IN MIND!
MECHANAE DISCOMBOBULUS!
WHOA! THIS IS NOT GOOD!
WHOA, UNH, OOH, UHH, WHOA...
WHOA!
UH...OOPS?
GRANDPA! YOU ALL RIGHT?
A FEW MORE INCHES
AND I WOULDN'T BE.
Both:
THIS IS ALL YOUR FAULT!
Both:
MY FAULT? HOW IS IT MY FAULT?
YOU'RE THE PEA-BRAIN WHO
UPGRADED THAT ASSAULT VEHICLE!
WELL, YOU'RE THE NIMROD WHO
HIT ME WITH A DISMANTLING
SPELL!
KNOCK IT OFF, BOTH OF YOU.
THE POINT IS, THE DANGER'S
OVER AND EVERYONE'S FINE.
FINE!
- FINE!
- FINE!
[SIGHS]
NOW LET'S GET OUT OF HERE BEFORE
YOU CAUSE ANY MORE DAMAGE.
GWEN? GRANDPA?
WHERE IS EVERYBODY?
GRANDPA?
HEATBLAST?
WHY ARE YOU ATTACKING
ME?
WAIT, YOU ARE ME.
HMM?
RAHH!
FOUR ARMS?
HAHH!
WHAT IS THIS? THE OMNITRIX'S
GREATEST HITS LIVE?
YAHHH!
OR IS THIS ANOTHER ONE OF YOUR
STUPID MAGIC SPELLS, GWEN?
[SNIFFS]
[GAGS]
STINKFLY!
DEFINITELY DOESN' SMELL LIKE A MAGIC SPELL.
AGH!
[GRUNT]
DIAMONDHEAD?
[GROWLS]
WHOA!
WILDMUTT?
WHO ELSE WANTS
A PIECE OF ME TODAY?
UPGRADE? I HAD TO ASK.
[GRUNTS]
WAY BIG. WHY'D I HAVE TO BE WAY BIG?
BEN.
BEN TENNYSON.
WHAT DO YOU WANT FROM ME?
YOUR HOMEWORK.
[SNORING]
THAT IS, IF YOU'D CARE TO STAY
AWAKE LONG ENOUGH TO HAND IT IN.
[LAUGHING]
OH YEAH, HERE YOU GO.
TURN OFF THAT BLASTED WATCH
ALARM! AND WHERE'S THE HOMEWORK?
UH...DIDN'T I JUST--?
GET AN F ON YOUR HOMEWORK? YES.
[LAUGHTER]
- YEAH, "F" FOR YOU!
- [BELL RINGS]
DON'T FORGET YOUR HISTORY
REPORTS ARE DUE MONDAY.
WAIT, WHAT HISTORY REPORT?
NEXT TIME TRY
USING YOUR PLANNER
FOR WRITING DOWN CLASS
ASSIGNMENTS INSTEAD OF
DOODLING MONSTERS.
THEY'RE NOT MONSTERS.
THEY'RE ALIEN HEROES.
HMMM. HUH?
UM...EXCEPT FOR THAT ONE.
HOW ABOUT A DETENTION
TO GO WITH THAT "F",
MR. TENNYSON?
I'M SUPPOSED TO SAVE THE WORLD,
NOT DO REPORTS ON IT.
[SIGH]
COULD MY LIFE GET ANY WORSE?
THAT'S A PRETTY TALL ORDER
FOR A DWEEB LIKE YOU,
TENNYSON.
BUT WE'LL GIVE IT A SHOT.
[LAUGHTER]
HE ACTUALLY FITS
IN THERE!
HEY! A LITTLE HELP!
ANYONE?
WAIT, I KNOW WHERE I CAN GE A HAND. FOUR HANDS TO BE
EXACT.
HEATBLAST? OH WELL,
CLOSE ENOUGH.
- [FIRE ALARM RINGS]
- OH, MAN...
WHAT A BORING DAY!
YEAH-- NOTHING EVER
HAPPENS AROUND HERE!
WHOA!
WHY DOES THIS THING NEVER
TIME OUT WHEN I WANT IT TO?
[KNOCK ON DOOR]
BEN! COME OUT HERE
THIS INSTANT, YOUNG MAN!
JUST A SEC-- [CLEARS THROAT]
JUST A SECOND, DAD!
BEN?
HI, MOM. HI, DAD.
WHAT WERE YOU
DOING DOWN THERE?
I, UM...WAS LOOKING FOR THIS.
CAN YOU TELL ME WHY
THE ENTIRE HOUSE IS
COVERED IN SCORCH MARKS?
I CAN EXPLAIN!
ACTUALLY, I CAN'T.
AND WHAT'S THIS WE HEAR
ABOUT YOU FALLING ASLEEP
IN CLASS?
I'M AFRAID WE'RE
GOING TO HAVE TO
GROUND YOU, SON.
BUT I'M SUPPOSED TO GO FISHING
WITH GRANDPA MAX THIS WEEKEND!
YOU SPENT THE ENTIRE
SUMMER WITH GRANDPA.
MISSING ONE WEEKEND WITH HIM
WON'T BE THE END OF THE WORLD.
PLEASE TELL ME IT'S THE END OF
THE WORLD, GRANDPA!
TELL ME THERE'S A LIFE-OR-DEATH,
ALIEN-HERO-NEEDING SITUATION WE
HAVE TO DEAL WITH THIS WEEKEND.
CAN'T OVERRULE
YOUR PARENTS, BEN.
[SIGHS] I WISH I NEVER
CAME HOME FROM OUR ROAD TRIP.
SUMMER CAN'T LAST FOREVER.
EVERYBODY'S GOTTA GET OFF
THE ROAD SOMETIME.
NOT HEROES LIKE US, GRANDPA.
BEN, DON'T MAKE THE SAME MISTAKE
I ALMOST MADE WITH YOUR FATHER.
NO POINT IN SAVING THE UNIVERSE
IF YOU LOSE YOUR FAMILY.
"FIRST-PERSON NARRATIVE
FROM THE POINT OF VIEW
OF A CREW MEMBER DURING
THE AGE OF EXPLORATION."
[SIGH] SHOOT ME NOW.
I DIDN'T MEAN LITERALLY!
AND SINCE WHEN DO YOU VAPORIZE
LAPTOPS?
WHAT'S GOING ON WITH YOU?
ALL RIGHT. DESPERATE TIMES
CALL FOR DESPERATE MEASURES.
[RINGING]
HELLO?
GWEN! HOW'S
MY FAVORITE
COUSIN?
WHAT DO YOU
WANT, BEN?
I DON'T NEED A REASON
TO KEEP IN TOUCH WITH
FAMILY.
IT'S JUST...IT'S
ALWAYS A PLEASURE
JUST TO SHOO THE BREEZE WITH THE
SMARTEST PERSON I KNOW.
OKAY, WHO ARE YOU AND
WHAT HAVE YOU DONE WITH BEN?
CLEVER. IN FACT, YOU'RE SO
CLEVER,
I BET IF I RANDOMLY PICKED A
TOPIC--
SAY, THE AGE OF EXPLORATION--
YOU COULD RATTLE OFF
A BUNCH OF INTERESTING
FACTS,
ENOUGH TO WRITE
A FIRST-PERSON NARRATIVE.
NICE TRY, DWEEB.
BUT YOU NEED TO
EXPERIENCE
THE JOY OF
RESEARCH YOURSELF.
COME ON! DO ME
THIS ONE FAVOR!
NO. YOU CAN' JUST EXPECT ALL
LIFE'S ANSWERS
TO JUST COME FLYING IN
THROUGH THE WINDOW.
RIGHT-GOTTA-GO-SMELL-YA-LATER!
TETRAX?
WE NEED TO TALK.
I RECEIVED AN URGEN MESSAGE FROM AZMUTH.
THE INVENTOR OF THE OMNITRIX?
WHAT DID HE WANT?
HE DID NOT SAY. ONLY THAT HE
NEEDED TO MEET WITH YOU RIGH AWAY.
YES!
EXCEPT I'M GROUNDED.
I SHOULDN'T EVEN BE OU OF THE HOUSE.
MY FOLKS ARE GONNA KILL ME!
I SEE.
ON THE OTHER HAND, IT WOULD BE
RUDE TO STAND UP AZMUTH.
ODD. AZMUTH SAID HE WOULD MEE AT THESE COORDINATES.
WAIT. AZMUTH
IS COMING HERE?
I THOUGHT WE WERE GOING
ON A ROAD TRIP. IN SPACE.
IS SOMETHING WRONG
WITH YOUR OMNITRIX?
NO.
I THINK I'LL GO LOOK
FOR AZMUTH RIGHT NOW!
BEN-- WAIT!
MAN, THAT WAS CLOSE.
[GASPS]
WHOAAA!
OW.
HEY! ARE YOU OKAY OVER THERE?
- [CREAKING]
- HUH?
WHOA!
[ROARS]
WOW, YOU LOOK LIKE
WAY BIG. ONLY WAY UGLIER.
COME ON! COME ON!
[STRAINS]
[ROARS]
TETRAX!
WHERE DID THIS TO'KUSTAR COME
FROM? AND WHY IS IT ATTACKING?
QUESTIONS LATER!
IT'S HERO TIME!
WAY BIG HERO TIME!
DOESN'T THIS THING
EVER WORK? OH, WELL.
UMPH!
FIRST RULE IN BATTLE--
CONCENTRATE ON YOUR OPPONENT'S
WEAK SPOT.
IN THE CASE OF
TO'KUSTARS, IT'S THE FRILL
AT THE TOP OF THE HEAD.
I'LL KEEP HIM
DISTRACTED. NOW GO!
[GROWLS]
UNH!
[GROWLS]
GET READY FOR
THE STING OF STINKFLY!
AAAAH! NOT NOW!
WHOA, WHAAAO!
PLEASE RECHARGE,
PLEASE RECHARGE.
YES!
[GROWLS]
[SCREAMING]
THANKS, TETRAX!
NO, THANK YOU, BEN. YOU
DESTROYED THE TO'KUSTAR.
I DID? I MEAN, I DID!
AWESOME. NOW YOU'RE
VAPORIZING EVIL ALIENS.
EW.
ALL SET TO GO FISHING, PUMPKIN?
I PACKED THE BAIT AND LUNCH.
- UM...WHICH IS WHICH?
- [PHONE RINGS]
Y'ELLO!
- DAD, IS BEN WITH YOU?
- I THOUGHT HE WAS GROUNDED.
HE IS. BUT HE'S GONE. YOU DON' THINK SOMETHING'S HAPPENED TO
HIM?
DON'T WORRY, SON. WE'LL FIND
BEN. HE CAN'T HAVE GONE TOO FAR.
[SIGH] HE ALWAYS GOES TOO FAR.
I FEAR THE TO'KUSTAR MAY HAVE
HAD SOMETHING TO DO
WITH AZMUTH'S DELAY. I SHOULD
CONTACT YOUR GRANDFATHER.
NO! I MEAN, WE NEED
TO SEARCH FOR AZMUTH.
COVER THE WHOLE GALAXY
IF WE HAVE TO. HOWEVER
LONG IT TAKES.
THIS WOULDN'T HAVE
ANYTHING TO DO WITH YOUR
BEING GROUNDED, WOULD IT?
DID I SAY GROUNDED BEFORE?
I MEANT GROUNDED IN REALITY.
LIKE A REAL HERO.
WE NEED TO MAKE THE FINAL
PREPARATIONS.
MY WATCH IS FINE.
THIS IS FOR YOUR
OWN PROTECTION.
WE HAVE A LONG JOURNEY
AHEAD OF US.
OH YEAH! ROAD TRIP!
I'LL EXPLAIN THE NEW SETTING
ONCE WE'RE IN ORBIT.
YEAH! SAVING THE UNIVERSE
ONCE AGAIN!
THIS IS GONNA BE SO COOL!
NO MORE TEACHERS!
NO MORE BULLIES!
NO MORE GETTING GROUNDED!
AND NO MORE STUPID
HOMEWORK ASSIGNMENTS!
[EXPLOSION]
WHAT IS THAT?
WE'VE BEEN HIT!
WHOA!
- WHOAA!
- BEN!
TETRAX!
COME ON! COME ON! WORK! YOU
STUPID, USELESS, PIECE OF JUNK!
OW.
WELL, I WANTED TO GET AWAY FROM
IT ALL. NOW WHERE AM I?
I CAN'T PINPOINT BEN
WITH A LOCATING SPELL.
THIS IS THE LAST PLACE
I PICK UP ANY TRACE
OF HIS ENERGY.
LOOKS LIKE THERE WAS SOME KIND
OF BATTLE HERE. ALIEN BATTLE.
HOW'D THAT TRUCK GET HERE?
UH, GRANDPA...I DON'T THINK
THAT'S A TRUCK.
A HOLOGRAPHIC CLOAK?
WAIT. I KNOW
THIS SPACESHIP.
AND THAT ONE, TOO! THAT'S
TETRAX'S SHIP!
WE NEED TO TALK.
FINALLY I CAN GET A RIDE WITHOU FREAKING OUT THE DRIVER!
HUH? HEY!
WHY DIDN'T I TURN HUMAN?
[GRUMBLES]
WHOA!
DID I JUST GO BACK IN TIME?
NO. JUST RUNNING
OUT OF TIME!
WHO ARE YOU?
ANOTHER UPGRADE?
I ASK THE QUESTIONS,
TETRAMAND!
I'M LOOKING FOR AN ALIEN.
EVER TRY PEEKING
IN THE MIRROR?
SILENCE!
UNHH! HUH?
NO FAIR TELEPORTING!
[STRAINING]
HEY! YOU'RE WRECKING
AN ANCIENT EARTH
ARTIFACT!
EARTH ARTIFACT? DON'T YOU
RECOGNIZE A GALVAN PRACTICAL
JOKE WHEN YOU SEE ONE?
WHERE'S YOUR GIAN ALIEN BUDDY?
WHAT GIANT ALIEN BUDDY?
[GRUNTS]
DON'T PLAY DUMB, TETRAMAND!
MY TRACKER LED ME
STRAIGHT TO YOU!
NOW WHERE IS HE?
HE'S RIGHT BEHIND YOU!
MAN! HOW GULLIBLE CAN YOU GET?
I'M NOT FINISHED WITH YOU!
[STRAINING]
HA HA HA!
HAHH!
YOU CAN'T ESCAPE ME
WITHOUT YOUR SHIP!
[YELLS]
YOU SHOT DOWN TETRAX'S SHIP?
YOU SHOOT DOWN
AZMUTH'S SHIP TOO?
UNH! UMPH!
WHA?
AZMUTH? WHAT DO YOU
KNOW ABOUT AZMUTH?
UHHH!
ARGH!
TALK OR PERISH!
IS THAT LIKE
TRUTH OR DARE?
BATTER UP!
BOY, THAT GUY DOESN'T QUIT!
FINALLY! I CAN BLEND IN
WITH THE OTHER HUMANS
BEFORE HE TELEPORTS BACK!
OH, MAN!
WHERE'D THE TETRAMAND GO?
BIG GUY? RED FACE? FOUR ARMS?
NEVER HEARD OF HIM.
THEN I'LL JUST HAVE TO
INTERROGATE YOU INSTEAD--
BACK ON MY PLANET!
THIS IS YOUR PLANET?
NO! YOUR TAMPERING
MUST HAVE CAUSED MY
TELEPORTER TO MALFUNCTION.
SO HOW MANY ALIENS
ARE INVOLVED IN THIS?
INVOLVED IN WHAT?
YOU SURE THAT'S HOW
YOU WANT TO PLAY IT?
YOUR TETRAMAND FRIEND
ALL BUT ADMITTED HE
KNEW AZMUTH.
YOU'RE LOOKING FOR AZMUTH TOO?
MAYBE I CAN HELP YOU FIND HIM.
I'M AFRAID YOU'RE
A LITTLE LATE FOR THAT.
THIS ISN'T MY PLANET.
LET ME GUESS. ANOTHER
GALVAN PRACTICAL JOKE?
DON'T BE RIDICULOUS.
LOOK AT THE ANGLES.
THIS IS CLEARLY
TETRAMAND WORKMANSHIP.
I AM SO NOT LISTENING
TO MY HISTORY TEACHER.
AGH!
ANOTHER ALIEN! SO YOU'RE ALL
TRACKING ME NOW! IS THAT IT?
DON'T FLATTER YOURSELF.
I'M THE SAME ALIEN.
ACTUALLY, I CAN TURN INTO
ALL KINDS OF ALIENS.
DO YOU THINK I'M STUPID?
KINDA.
I WILL GET THE TRUTH IF I HAVE
TO HUNT DOWN EVERY LAST ALIEN ON
THIS PLANET!
WHY AM I BACK IN
THIS WRETCHED PLACE?
YOU CANNOT ESCAPE ME,
LEPIDOPTERAN!
BY THE TIME I GAINED
CONTROL OF MY SHIP,
THERE WAS NO SIGN OF BEN.
I WAS BARELY ABLE TO LAND
BACK HERE IN BELLWOOD.
SO YOU JUST ABDUCTED HIM?
HE VOLUNTEERED.
IN FACT, HE SEEMED
EAGER TO LEAVE EARTH.
HE WAS GROUNDED!
AS IN, CONFINED TO QUARTERS?
WHY? WHAT DID HE TELL YOU?
KNOWING BEN, ANYTHING TO
GET OUT OF DOING HOMEWORK.
NO, IT'S MORE THAN THAT.
HE SAID HE WISHED
HE'D NEVER COME BACK
FROM OUR SUMMER VACATION.
NOW YOUR AUNT AND UNCLE
ARE WORRIED SICK.
ALSO, I MAY HAVE
ALTERED THE OMNITRIX
TO PREVENT BEN
FROM TURNING HUMAN.
AND HE LET YOU DO THAT?
IT WAS FOR HIS
OWN PROTECTION.
SO NOW BEN IS STUCK IN ALIEN
FORM AND WE DON'T EVEN KNOW
WHERE HE IS!
NO...BUT AZMUTH MIGHT.
THE INVENTOR OF THE OMNITRIX?
THAT'S HIS SHIP, ISN'T IT?
SO AZMUTH DID MAKE IT TO EARTH.
THEN WHAT HAPPENED TO HIM?
I BET WE'LL FIND
ANSWERS INSIDE.
[ZAPPING]
WOW, THAT'S SOME BUG ZAPPER!
TIME TO GROUND THIS INSECT!
ALL THINGS CONSIDERED-- OW!
I'D RATHER BE GROUNDED
BY MY PARENTS!
WHOA, CAN'T FLY
WITH WATER WINGS!
HOT ENOUGH FOR YA?
A PYRONITE? HOW MANY ALIENS
ARE ON THIS PLANET?
ENOUGH TO KICK YOUR BUTT!
THEN I'LL JUS HAVE TO FREEZE YOUR BUTT!
[SCREAMS]
NOW THAT I HAVE YOUR
UNDIVIDED ATTENTION,
TELL ME WHERE I CAN
FIND YOUR TO'KUSTER BOSS!
MY WHAT?
THE GIANT ALIEN THA ATTACKED THIS PLACE
YOU CALL BELLWOOD!
OH, YOU MEAN THA EVIL WAY BIG?
SO YOU DO KNOW
WHERE HE IS! TALK!
I DON'T KNOW! I WAS
FIGHTING HIM AND HE JUS SORTA-- DISAPPEARED.
TO'KUSTARS! DON' JUST DISAPPEAR!
A VANPARTIBLAN
SONIC DISRUPTER,
WHICH COULD EASILY BLAS A HOLE IN A SPACESHIP
IN SUB-ORBIT.
- YOUR POINT?
- MAYBE YOUR SHIP'S
"MALFUNCTION" WAS NO ACCIDENT.
WHY WOULD AZMUTH WAN TO SHOOT DOWN MY SHIP?
I DON'T KNOW.
I'VE NEVER MET THE GUY.
I THINK YOU BOTH SHOULD
TAKE A LOOK AT THIS.
IT APPEARS AZMUTH WAS TRACKING
SOME KIND OF MALFUNCTION WITH
THE OMNITRIX.
WHAT DID BEN
DO TO IT THIS TIME?
WAIT. I THINK I FOUND
A SHIP'S LOG.
TARGET ACQUIRED.
TIME TO BLEND
WITH THE LOCALS.
OH, NO-- YAHHH!
[GROWLS]
[ROARS]
THAT'S THE TO'KUSTAR
BEN AND I FOUGHT.
YOU DIDN'T TELL ME
YOU FOUGHT A TO'KUSTAR!
IT DIDN'T SEEM RELEVANT.
I'LL DECIDE
WHAT'S RELEVANT.
WHAT ELSE AREN' YOU TELLING ME?
I WANT ANSWERS NOW!
I COULDN'T AGREE MORE!
WHO ARE YOU?
WHERE'S AZMUTH?
AZMUTH IS DEAD.
NO...
- HOW?
- I THINK YOU KNOW HOW.
NOW WHERE IS THE ALIEN
YOU CALL WAY BIG?
BUT THAT'S NOT WAY BIG.
I DON'T CARE
WHAT HIS NAME IS!
I HAVE TRACKED HIM
ACROSS THE GALAXY AND
AROUND THIS PLANET.
HE WILL PAY
FOR HIS CRIME!
NOW BRING HIM TO ME
OR PERISH!
[STRAINS]
I DON'T KNOW
WHO YOU ARE,
BUT YOU'RE NOT LEAVING
UNTIL YOU TELL ME WHERE
MY GRANDSON IS!
I HAVE NO IDEA
WHO THAT IS.
YOU SURE SEEM
TO KNOW HIS SYMBOL.
TELL ME MORE ABOU THIS SYMBOL.
WHAT DOES IT MEAN?
SOME KIND OF ALIEN
HIT SQUAD?
YOU'RE IN NO POSITION
TO ASK QUESTIONS.
NEITHER ARE YOU.
Computer voice:
SELF-DESTRUCT ACTIVATED.
YOU'RE BLUFFING.
I DON'T THINK
HE WAS BLUFFING.
WE NEED TO FIND BEN
BEFORE THAT BLUE UPGRADE DOES.
THAT'S ODD.
NOW BEN'S CLOSE.
VERY CLOSE.
Ben/Stinkfly:
NEVER THOUGHT I'D BE GLAD
TO SEE THIS PLACE AGAIN!
GET TO A PHONE.
CALL GRANDPA MAX.
HE'LL KNOW HOW
TO TURN ME HUMAN.
[GRUNTS]
- OW!
- HMM?
UH, HI!
[SHRIEKS]
SANDRA!
WHAT'S WRONG?
[GASPS]
WHOA!
GET AWAY!
OW!
'SCUSE ME.
- GET IT OFF! GET IT OFF!
- [YELLS]
WHOA!
[BOTH GASP]
- [SWOONS]
- HONEY?
HUH?
GET AWAY FROM HER,
YOU MONSTER!
[GROANS]
HUH?
SORRY ABOUT THAT, BEN.
BUT A NEURO-NAP IS EASIER
THAN AN EXPLANATION.
GRANDPA!
OW! WATCH THE SHARDS!
WHA?
WHY DIDN'T YOU TELL ME
I WOULDN'T BE ABLE
TO TURN HUMAN?
WHY DIDN'T YOU TELL ME THE
TRUTH? "GROUNDED IN REALITY."
UHHH, HMMM.
- BUSTED.
- HOW'D YOU LIKE
A CRYSTAL NOOGIE?
HOW'D YOU LIKE
A MAGIC CHARLIE HORSE?
- YOU!
- NO, YOU!
- NO, YOU!
- HUH UH. YOU!
ENOUGH!
THERE. AS SOON AS
YOU TIME OUT, YOU'LL
BE HUMAN AGAIN.
AFTER THAT, YOU AND I
ARE GOING TO HAVE A
LONG TALK ABOUT HONESTY.
I'M INNOCENT.
NO ONE IS INNOCENT!
BEN!
STAY BACK, HUMAN!
GRANDPA!
YOU'RE HUMAN?
DUH! WHAT DO YOU THINK
I'VE BEEN TRYING TO TELL YOU?
THEN EXPLAIN
YOUR CONNECTION
TO THIS
ALIEN HIT SQUAD!
WHY DON'T YOU EXPLAIN YOUR
CONNECTION TO AZMUTH?
BEN! WHAT'S GOING ON
WITH YOUR WATCH?
I DON'T KNOW.
I THINK I MIGHT.
GWEN! NO!
BEN? GRANDPA?
I'M NO EARTH EXPERT, BU SHOULDN'T THERE BE PEOPLE?
HELLO? ANYBODY HERE?
[ECHOES]
Computer voice:
ENVIRONMENT: EARTH. PRIMARY
INTELLIGENT SPECIES: HUMAN.
HMMM.
WHY DO I GET THE FEELING
WE'RE NOT IN BELLWOOD?
Both:
WHERE DID YOU TAKE ME?
YOU THINK I BROUGHT YOU HERE?
DOESN'T MATTER,
'CAUSE I'M GETTING US
OUT OF HERE, HERO STYLE.
HUH?
MY WATCH!
WHAT'D YOU DO WITH IT?
NOTHING. WHAT'S SO
SPECIAL ABOUT A WATCH?
IT'S CALLED THE OMNITRIX.
IT'S THE THING
THAT TURNS ME INTO
ALL THOSE DIFFERENT ALIENS.
WHOA!
WOULD ONE OF THOSE ALIENS
INCLUDE A TO'KUSTAR?
WAIT. YOU THINK I'M
THE WAY BIG YOU'VE
BEEN LOOKING FOR?
VIRTUALLY EVERY ALIEN SPECIES
I'VE ENCOUNTERED ON YOUR PLANE HAS BEEN YOU.
[SNIFFS]
UH, NOT EVERY ALIEN SPECIES.
Computer voice:
WARNING. DNA PROTOCOL ERROR.
LEPIDOPTERANS!
WHOA! THAT'S A LO OF STINKFLIES!
WHOA!
STOP! YOU'RE ONLY
MAKING THEM MAD!
[YELLS]
DO YOU EVER
THINK THINGS THROUGH?
UGH, NOW I SOUND
JUST LIKE GWEN.
YOUR LOCATOR SPELL SAYS
WE'RE IN THE OMNITRIX?
THAT DOESN' MAKE ANY SENSE.
- ACTUALLY, IT KINDA DOES.
- [THUNDER]
BUT THUNDER ON A SUNNY DAY.
THAT MAKES NO SENSE.
THAT'S NOT THUNDER.
Computer voice:
WARNING. DNA PROTOCOL ERROR.
[GRUNTING, GROWLING]
- VULPIMANCERS! RUN!
- WHOA!
WHY DID YOU
LEAD US DOWN HERE?
GIVE ME A BREAK.
I DON'T KNOW MY WAY
AROUND THIS PLANET.
NEXT TIME LE THE LOCAL GUIDE YOU.
IS THIS WHAT YOU'RE LIKE WITH
BEN? I CAN SEE WHY HE COMPLAINS
ABOUT YOU!
UH-OH!
PORTALLUS PROJECTUM!
ENOUGH GAMES, HUMAN.
DID YOU OR DID YOU NOT USE
YOUR OMNITRIX TO TRANSFORM
INTO THIS TO'KUSTAR?
I DID NOT!
YOU EXPECT ME
TO BELIEVE
A HUNDRED FOOT TALL
ALIEN WAS RUNNING AROUND
BELLWOOD UNNOTICED?
I DON'T KNOW.
HE JUST CAME
OUT OF NOWHERE!
ALIENS DON'T JUS FALL FROM THE SKY!
GWEN! TETRAX!
WE'RE ON PETROPIA.
YOUR HOME PLANET? BU WASN'T IT DESTROYED?
HOW IS THIS POSSIBLE?
BECAUSE THIS
ISN'T PETROPIA.
JUST LIKE THAT WASN'T BELLWOOD
BEFORE. THIS IS ALL A COMPUTER
SIMULATION.
Computer voice:
ENVIRONMENT: PETROPIA.
PRIMARY INTELLIGENT SPECIES:
PETROSAPIEN.
A COMPUTER SIMULATION
INSIDE THE OMNITRIX.
YOU CAST A
CRAZY SPELL ON YOURSELF?
THAT MAKES NO SENSE.
SURE IT DOES.
THE OMNITRIX SCANS
ALIEN DNA.
WHAT IF IT SCANNED US?
YOU MEAN LIKE THAT TIME
WE ENDED UP IN THA SUMO SLAMMERS GAME?
COOL!
EXCEPT WE'RE STUCK
HERE, AREN'T WE?
YOU WILL NOT ESCAPE ME!
PUT DOWN THE DWEEB,
YOU UPGRADE WANNABE!
YOU REALLY THINK YOU
CAN HOLD ME, EARTH CHILD?
WHY WON' THIS TELEPORTER WORK?
WILL SOMEONE PLEASE
TELL ME WHAT'S GOING ON HERE?
STARTING WITH YOU. WHO ARE YOU
AND WHY HAVE YOU BEEN CHASING ME
ALL OVER THE WORLD?
AND WHAT DOES THIS HAVE
TO DO WITH AZMUTH?
VERY WELL.
AZMUTH IS MY SON.
AZMUTH'S DAD
IS AN UPGRADE?
GUESS HE
TAKES AFTER HIS MOM.
I HADN'T SEEN HIM IN
THOUSANDS OF YOUR EARTH YEARS.
HE'D ABANDONED GALVAN PRIME
TO FOCUS ON HIS LIFE'S WORK.
BUT ONE DAY HE
SUDDENLY RETURNED.
SAID HE'D MET SOMEONE
WHO REMINDED HIM
OF THE IMPORTANCE
OF HOME AND FAMILY.
ME?
I SUPPOSE AZMUTH HAD
NEVER REALLY THOUGH ABOUT HOW MUCH
HE'D HURT THE PEOPLE
HE'D LEFT BEHIND.
I KNOW WHAT THAT'S LIKE.
SO WHEN HE SUDDENLY HAD TO
LEAVE ON SOME URGENT MISSION
TO EARTH,
I COULDN'T BEAR TO LOSE HIM
A SECOND TIME.
I TRIED TO CONTACT HIM.
THIS WAS THE ONLY
TRANSMISSION I RECEIVED.
- AND THEN, I KNEW
I'D LOST HIM FOR GOOD.
- NO.
IT BECAME MY DUTY
TO TRACK DOWN THIS TO'KUSTAR
AND MAKE HIM PAY
FOR TAKING AZMUTH'S LIFE.
I FOLLOWED THE ENERGY SIGNAL
AZMUTH HAD BEEN TRACKING
TO THE EARTH TOWN KNOWN AS
BELLWOOD.
I TRIED TO STOP THE CULPRI FROM ESCAPING IN HIS SHIP.
BUT YOU SHOT DOWN
MY SHIP BY MISTAKE!
IT WAS NO MISTAKE!
MY TRACKER LED ME
STRAIGHT TO HIM!
NO, IT LED YOU TO
EVIL WAY BIG.
BUT I GOT RID
OF HIM FOR YOU.
UH, BEN? HOW EXACTLY
DID YOU GET RID OF
THIS EVIL WAY BIG?
OH, YOU KNOW.
THE USUAL HEROICS.
THE TRUTH?
[SIGH] OKAY.
THERE WAS A WEIRD NOISE
AND A FLASH FROM THE OMNITRIX.
AND IT JUST VAPORIZED HIM.
YOU'RE WELCOME.
WHAT IF YOU DIDN' VAPORIZE IT?
WHAT IF THE OMNITRIX
JUST DOWNLOADED
EVIL WAY BIG
JUST LIKE
IT DOWNLOADED US?
BEN?
WELL, IF THAT'S TRUE,
WOULDN'T IT HAVE
ALSO DOWNLOADED--
YOUR HOMEWORK
AND YOUR LAPTOP?
- SO THAT WOULD MEAN
EVIL WAY BIG--
- BEN!
Computer voice:
WARNING. DNA PROTOCOL ERROR.
[ROARS]
THAT'S THE ALIEN
THAT DEVOURED MY SON!
SO YOU WERE TELLING THE TRUTH!
I'VE BEEN TELLING THE TRUTH
THE WHOLE TIME!
WELL, EXCEPT TO YOU.
BUT I APOLOGIZE.
THIS IS FOR AZMUTH!
WAIT! YOU DON' WANNA PICK A FIGH WITH THIS GUY!
OH YES I DO!
- Ben: THIS IS ALL YOUR FAULT!
- Gwen: THIS IS ALL MY FAULT!
WHOA. WAIT. THIS
REALLY IS YOUR FAULT?
I THINK I KNOW WHY
THE OMNITRIX KEEPS
DOWNLOADING STUFF.
REMEMBER THA DISMANTLING SPELL I DID?
I THINK WHEN IT COMBINED
WITH YOU AS UPGRADE,
IT CAUSED A MALFUNCTION
IN THE OMNITRIX.
YOU HEARD THOSE
ERROR MESSAGES.
I MUST HAVE MESSED UP
THE ENTIRE OMNITRIX
DNA PROTOCOL.
NOW WE'RE STUCK
INSIDE IT. FOREVER.
I DIDN'T SAY THAT.
YOU DIDN'T HAVE TO.
THE ONLY PERSON WHO CAN
FIX THE OMNITRIX IS AZMUTH.
AND RIGHT NOW HE'S BEING
DIGESTED BY THAT EVIL
WAY BIG!
THERE HAS TO BE
ANOTHER WAY, BEN.
[GRUNTS]
WHAT'S THE POINT? ALL
I WANTED TO DO WAS GET AWAY
FROM ALL MY PROBLEMS ON EARTH.
IT'S JUST LIKE GRANDPA SAID.
I WANTED TO GO OU AND SAVE THE UNIVERSE,
BUT I ENDED UP LOSING
MY HOME AND FAMILY INSTEAD.
I JUST WISH EVERYONE
WOULD LEAVE ME ALONE.
THE BEN TENNYSON
I KNOW
IS ARROGANT,
OBNOXIOUS, DWEEBISH,
AND DOESN' SMELL TOO GOOD.
GEE, THANKS FOR
THE PEP TALK, CUZ.
BUT HE'S NO A QUITTER.
SO YOU CAN STAY HERE
AND FEEL SORRY FOR
YOURSELF.
BUT I'M GONNA FIND
A WAY OUT OF HERE.
[STRAINS]
GWEN, WAIT!
IF WE MAKE IT OUT ALIVE,
WOULD YOU DO MY
HISTORY REPORT FOR ME?
WHAT? IT WAS WORTH A SHOT.
SO HOW DO WE
GET OUT OF HERE?
IF MAGIC PLUS UPGRADE
CAUSED THE PROBLEM,
THEN MAYBE THE SAME
COMBINATION CAN FIX IT--
BUT WITH A NEGATING SPELL
THIS TIME.
WELL, HOW'M I SUPPOSED
TO GO UPGRADE WITHOU THE OMNITRIX?
YOU DON'T NEED TO
GO UPGRADE, DOOFUS.
WE ALREADY HAVE ONE.
COME ON! FALL ALREADY!
HEY! DOWNGRADE! A LITTLE HELP?
YOU'RE OUR TICKET OUT OF HERE!
NOT TILL I'VE HAD
MY REVENGE!
DISCOMBOBULUS NEGATUM!
WHAT DID YOU DO TO ME?
GRAB ON!
HUH? WHOA!
I HAVE A BAD FEELING
ABOUT THIS.
[ROARS]
[COUGHING]
BEN! GWEN! YOU'RE ALL RIGHT!
IS THIS THE REAL BELLWOOD?
YES! IT'S ALL REAL!
WHAT HAPPENED?
[ROARS]
VENGEANCE IS MINE!
- FORGET VENGEANCE!
IT'S HERO TIME!
- WAIT, BEN!
WHAT'S GOING--?
MOM? DAD? I THOUGH YOU FIXED IT!
HEY! THAT'S MY FAVORITE SHIRT!
IT'S YOUR ONLY SHIRT!
[STARTLED REACTION/ EFFOR MOVING GWEN]
WHOA!
WANNA BET I GE BLAMED FOR THAT?
[GROWLS]
[GRUNTS]
WHOA! HUH?
MOM! DAD! STOP! IT'S ME, BEN!
GRANDPA! DO SOMETHING!
LIKE WHAT?
YOU'RE HIS FATHER.
CAN'T YOU GROUND HIM?
[GROWLING]
YOUR PARENTS MUST BE
EXTREMELY DISORIENTED
FROM THE DNA TRANSFORMATION.
[GROWLING]
SO DISORIENTED THAT THEY
WOULDN'T RECOGNIZE THEIR OWN
FAMILY.
SO?
DNA PROTOCOL ERROR.
THE OMNITRIX ISN'T JUS DOWNLOADING EXTRA THINGS.
IT'S UPLOADING THEM AS WELL!
THAT'S WHY IT JUST TRANSFORMED
YOUR PARENTS.
WAIT, WHAT ARE YOU SAYING?
I'M SAYING WHAT IF
AZMUTH WASN'T KILLED
BY THAT EVIL WAY BIG.
WHAT IF HE IS
THAT EVIL WAY BIG?
WE FOUND HIS SHIP NEAR
WHERE WE FIRST ENCOUNTERED
THE TO'KUSTAR!
IT WAS CLOAKED LIKE A TRUCK.
TRUCK?
MUCH AS I HATE TO SAY IT, GWEN,
I THINK YOU'RE RIGHT.
THE OMNITRIX TURNED AZMUTH
INTO EVIL WAY BIG.
IT EVEN DID THAT WEIRD
ENERGY THING
JUST LIKE IT DID BEFORE I TRANSFORMED MOM AND DAD.
WHICH MEANS IF WE DON' FIX THE OMNITRIX SOON,
THERE'S GONNA BE
A WHOLE TOWN FULL
OF CRAZED ALIENS!
AND THE ONLY ONE
WHO CAN FIX I IS BEING HUNTED DOWN
BY HIS OWN FATHER!
[GROWLS, ROARS]
All: HUH?
WE'LL HANDLE YOUR PARENTS.
YOU TWO HAVE TO STOP
AZMUTH AND HIS FATHER
FROM DESTROYING
THE CITY-- AND EACH OTHER!
HOW WE GONNA DO THAT?
BY GIVING THEM A NEW TARGET.
WHOA!
WHY DON'T YOU PICK ON
SOMEONE YOUR OWN SIZE?
NICE GOING, DOOFUS!
HOW ABOUT DRAWING HIM
AWAY FROM THE CITY?
DON'T BE A BACK-SHOULDER
DRIVER.
IT'S SUMO SLAMMER TIME!
WHOA!
ANOTHER TO'KUSTAR?
I WILL DESTROY ALL ALIENS!
STOP! IT'S BEN!
WHERE'S THE OTHER ONE?
I NEED TO AVENGE AZMUTH.
THE OTHER ONE IS AZMUTH.
NO! YOU'RE LYING!
LET GO!
I WILL HAVE MY REVENGE!
NO, YOU HAVE TO LISTEN TO US!
YOUR SON WAS TRANSFORMED BY A
MALFUNCTION IN BEN'S OMNITRIX.
THAT ALIEN IS AZMUTH.
YOU DON'T DESERVE
TO SAY HIS NAME!
IT'S NOT GONNA WORK!
THE ONLY WAY TO TAKE DOWN A
TO'KUSTAR IS TO AIM FOR THE
FRILL!
EVERYONE KNOWS THAT.
AND NOW HE KNOWS I TOO, DWEEB!
THANKS FOR THE TIP!
- WHAT'S WRONG?
- I CAN'T MOVE!
- THAT'S BAD.
- THAT'S WORSE!
GWEN!
HUH?
WE HAVE TO STOP HIM! AND
I'M NOT RECHARGED YET!
I DON'T WANT TO SHOOT YOU!
THEN GIVE HER A CHANCE
TO PROVE THAT'S AZMUTH!
[GROWLS]
WHAT ARE YOU DOING?
IT'S A MAGIC SPELL.
I'M GOING TO TRY
TO ACCESS HIS MIND.
[ROARS]
AZMUTH, PLEASE.
YOU NEED TO FOCUS!
JUST TELL US HOW TO REPAIR
THE MALFUNCTION IN THE OMNITRIX!
OMNITRIX...
AZMUTH?
FATHER.
[GROWLS]
[SCREAM]
NO!
AZMUTH, PLEASE! IT'S NOT HIS
FAULT! DON'T MAKE ME HURT HIM!
HE'S USING YOU AS A WEAPON?
NOT AS A WEAPON.
AS A TOOL KIT.
HE'S TRYING
TO FIX THE OMNITRIX.
[SCREAMING]
WHAT DID YOU DO?
I DIDN'T DO ANYTHING. HE DID!
YOU KNOW I'M SERIOUSLY
RECONSIDERING
THE WHOLE LET-YOU-
KEEP-MY-OMNITRIX PLAN.
AZMUTH!
[HAPPY CHUCKLE]
YOU'RE ALIVE!
NO THANKS TO YOU!
THIS THING
WAS SO OVERLOADED WITH MANNA
I COULD PICK UP THE READING
FROM HALFWAY ACROSS THE GALAXY.
OVERLOADED WITH WHAT?
THEY HAVEN'T TOLD YOU YET?
EH. YOU'LL FIND
OUT SOON ENOUGH.
SO I SCHLEP MYSELF ALL THE WAY
TO EARTH TO DEFRAG THE OMNITRIX
AND WHAT THANKS DO I GET?
- YOU TURN ME INTO A RAGING
TO'KUSTAR!
- [GIGGLES]
I SHOULD'VE JUS STAYED IN BED.
SON, I--
I ALMOST VAPORIZED YOU.
HOW COULD I HAVE BEEN
SO BLINDED BY RAGE?
I'M A TERRIBLE FATHER.
I HAVEN'T EXACTLY BEEN
THE GREATEST SON EITHER,
DAD.
I ALWAYS LET MY INVENTIONS
COME BEFORE FAMILY.
SPEAKING OF WHICH,
I PROBABLY SHOULD'VE
WARNED YOU
TO STAY AWAY FROM
THAT MECHAMORPH ARMOR.
YOU MEAN I WAS HUNTED DOWN
ALL OVER THE WORLD
BY A GREY MATTER
IN AN UPGRADE SUIT?
DUH. HE'S AZMUTH'S DAD.
WHAT WERE YOU EXPECTING?
ANOTHER WAY BIG?
SO WHY DOES HIS DAD
LOOK YOUNGER THAN AZMUTH?
KID, YOU GOT A LOT TO LEARN
ABOUT GALVANS!
CAN YOU EVER FORGIVE ME, SON?
CAN FORGIVE ME FOR
SKIPPING OUT ON YOU?
OH, SON, I ALREADY HAVE.
THEN WHAT SAY WE CALL IT EVEN?
LET THAT BE A LESSON-- NEVER
MESS WITH MECHAMORPH ARMOR.
ALL IT DOES IS PUMP UP
THE WEARER'S AGGRESSION.
TURNS 'EM INTO A SINGLE-MINDED
WEAPON OF DESTRUCTION.
TELL ME ABOUT IT.
NOW LET'S GO HOME BEFORE ANYONE
ELSE BREAKS SOMETHING.
ABOUT THAT-- COULD YOU DO ME ONE
MORE FAVOR BEFORE YOU GO?
I SORTA TURNED
MY PARENTS INTO ALIENS.
OI.
[GROWLS]
SON! NO!
WHOA!
MECHANAE DISCOMBOBULUS!
- [MOANS]
- BEN!
WHERE IN THE WORLD
WERE YOU?
WE'VE BEEN LOOKING
EVERYWHERE FOR YOU.
[SIGHS] I--
YOUR GRANDFATHER'S
HERE TO TAKE YOU FISHING.
YOU MEAN I'M NOT GROUNDED?
HMM. I DON'T REMEMBER
GROUNDING BEN. DO YOU,
CARL?
WHEW.
- WHERE'S THE RV, DAD?
- OOH, UH--
YOU PARK IT AROUND THE CORNER?
UH-HUH. I THINK GOING ALIEN MAY
HAVE SCRAMBLED THEIR MEMORIES A
BIT.
AT LEAST IT WAS GOOD
FOR SOMETHING.
I DON'T KNOW WHAT YOU DID,
BUT THANKS.
MAX TENNYSON, I'VE
HEARD A LOT ABOUT YOU.
- AZMUTH?
- YOU'RE-- ?
YEAH, YEAH, YEAH. THE KIDS
WILL TELL YOU THE WHOLE STORY.
I GOT A HOME AND FAMILY
TO GET BACK TO.
I'M JUST GLAD TO KNOW
YOU'RE ALL SAFE.
ALTHOUGH IT LOOKS LIKE
NOBODY'S GOING FISHING
THIS WEEKEND.
Both: THIS IS ALL MY FAULT.
Both: YOUR FAULT?
HOW IS IT YOUR FAULT?
MY OMNITRIX TRASHED
THE RUSTBUCKET.
ONLY BECAUSE OF
MY MAGIC SPELL.
OH FOR THE LOVE OF--
DO YOU TWO EVER
STOP ARGUING?
LET'S GO HOME, DAD.
HOME. I ALMOST LOST MINE
FOR GOOD.
NOW THAT YOU'RE IN THE CLEAR
WITH YOUR FOLKS,
I SUPPOSE THERE'S STILL
ROOM IN THE RUSTBUCKE FOR A WEEKEND ROAD TRIP.
NO, GRANDPA. I NEVER SHOULD HAVE
RUN OUT ON MY PARENTS.
NO POINT IN SAVING THE UNIVERSE
IF YOU LOSE YOUR FAMILY.
I'VE LEARNED MY LESSON.
YOU'LL FORGET IT AGAIN.
BUT YOU'VE LEARNED IT.
Ben: IMAGINE YOU HAVE
THE OPPORTUNITY TO TRAVEL
TO STRANGE NEW WORLDS...
AND ENCOUNTER
ALIEN LIFE FORMS.
IMAGINE LEAVING THE WORLD
YOU KNOW, EMBARKING ON
A DANGEROUS JOURNEY
FROM WHICH YOU
MAY NEVER RETURN.
SOUNDS LIKE SCIENCE FICTION.
BUT THAT'S WHAT IT MUS HAVE BEEN LIKE
TO BE A CREW MEMBER
DURING THE AGE OF EXPLORATION.
SO ASK YOURSELVES THIS QUESTION:
WOULD YOU CHOOSE TO LEAVE HOME,
FAMILY AND FRIENDS
IN EXCHANGE FOR
THE ADVENTURE OF
A LIFETIME?
I KNOW I WOULD.
BUT ONLY DURING
SUMMER VACATION.
AND I'D STILL WANT SOME
FAMILY BY MY SIDE.
YOU'RE GOING
TO WISH YOU'D STAYED HOME
THIS TIME, TENNYSON!
[THEME MUSIC PLAYING]