1 00:00:01,710 --> 00:00:03,795 ♪♪ 2 00:00:07,048 --> 00:00:08,341 ♪ Ben 10! ♪ 3 00:00:08,425 --> 00:00:10,427 ♪ Ben 10! ♪ 4 00:00:10,510 --> 00:00:11,469 ♪ Ben 10! ♪ 5 00:00:11,553 --> 00:00:12,470 ♪ Ben 10! ♪ 6 00:00:12,554 --> 00:00:13,638 ♪ Ben 10! ♪ 7 00:00:13,722 --> 00:00:14,889 ♪ Ben 10! ♪ 8 00:00:14,973 --> 00:00:16,808 ♪ Ben 10! ♪ 9 00:00:16,891 --> 00:00:18,977 ♪ Ben 10! ♪ 10 00:00:28,027 --> 00:00:31,322 Gwen: Behold, the majesty of beautiful Blue Bear Bay. 11 00:00:31,406 --> 00:00:33,408 The perfect place for the maiden voyage 12 00:00:33,491 --> 00:00:34,951 of the S.S. Pettigrew! 13 00:00:35,034 --> 00:00:36,536 [ Weakly ] Oh, boy. 14 00:00:36,619 --> 00:00:37,704 A wobbly boat. 15 00:00:37,787 --> 00:00:39,581 It's much more than a boat, Ben! 16 00:00:39,664 --> 00:00:41,624 It's a state-of-the-art mega-ferry 17 00:00:41,708 --> 00:00:44,169 with room for 70 cars and 800 passengers -- 18 00:00:44,252 --> 00:00:46,254 completely powered by solar panels 19 00:00:46,337 --> 00:00:48,173 and other renewable energy sources! 20 00:00:48,256 --> 00:00:51,009 Able to reach speeds up to 80 knots! 21 00:00:51,092 --> 00:00:53,678 Its hull -- pretty much indestructible. [ Clank! ] 22 00:00:53,762 --> 00:00:56,347 This ship is a modern marvel! 23 00:00:56,431 --> 00:00:57,432 Mmm! 24 00:00:57,515 --> 00:00:59,517 And they have great chili! Chili? 25 00:00:59,601 --> 00:01:02,145 Grandpa, this is the coolest ship ever built! 26 00:01:02,228 --> 00:01:04,189 Oh, sure, it's all right, I guess. 27 00:01:04,272 --> 00:01:05,482 But these fancy techno-ships 28 00:01:05,565 --> 00:01:07,692 can't compare with a true queen of the sea -- 29 00:01:07,776 --> 00:01:09,068 like the S.S. Manby! 30 00:01:09,152 --> 00:01:10,195 Look! 31 00:01:10,278 --> 00:01:12,405 That's a queen of the sea? 32 00:01:12,489 --> 00:01:14,949 Well, she was, until they decommissioned her. 33 00:01:15,033 --> 00:01:16,826 She sure is something! 34 00:01:16,910 --> 00:01:18,578 Gwen: She's something, all right. 35 00:01:18,661 --> 00:01:20,538 Oh, this brings back memories. 36 00:01:20,622 --> 00:01:21,623 Memories? Look! 37 00:01:21,706 --> 00:01:23,249 Here I am, just a little boy 38 00:01:23,333 --> 00:01:25,335 riding the Manby for the first time! 39 00:01:25,418 --> 00:01:26,836 Those were the days. 40 00:01:26,920 --> 00:01:28,379 Who's that guy in the back? 41 00:01:28,463 --> 00:01:30,590 He looks familiar. 42 00:01:30,673 --> 00:01:33,468 Hmm. There is something about him. [ Steam horn blows ] 43 00:01:33,551 --> 00:01:36,054 Oh, listen to that old horn blow! 44 00:01:36,137 --> 00:01:37,931 Brings back so many memories. 45 00:01:38,014 --> 00:01:39,224 Grandpa? 46 00:01:39,307 --> 00:01:41,768 The decks of hand-crafted Floridian white oak -- 47 00:01:41,851 --> 00:01:42,852 Whoa! 48 00:01:42,936 --> 00:01:45,563 Speeds of up to 5 1/4, uh, knots. 49 00:01:45,647 --> 00:01:46,940 [ Air horn blows ] [ Clears throat ] 50 00:01:47,023 --> 00:01:48,274 Storage space aplenty 51 00:01:48,358 --> 00:01:51,194 for four horse-drawn carriages! 52 00:01:51,277 --> 00:01:53,446 A side wheeling, single-cylinder steam engine! 53 00:01:53,530 --> 00:01:54,823 Whoa! 54 00:01:54,906 --> 00:01:56,783 A great old-style coal-burning boiler. 55 00:01:56,866 --> 00:01:59,160 The finest example of 19th-century shipbuilding 56 00:01:59,244 --> 00:02:01,162 we have around in these modern-- 57 00:02:01,246 --> 00:02:02,372 [ Ben retching ] 58 00:02:02,455 --> 00:02:03,498 You said it, Ben. 59 00:02:03,581 --> 00:02:05,291 That old husk is bolted to the dock 60 00:02:05,375 --> 00:02:06,626 where it probably belongs. 61 00:02:06,709 --> 00:02:08,586 Ben looks a little seasick. Buck up! 62 00:02:08,670 --> 00:02:11,089 Only another hour and we'll be back on dry land! 63 00:02:11,172 --> 00:02:13,675 Here, how about a little chili to settle your stomach? 64 00:02:13,758 --> 00:02:15,176 [ Retches ] 65 00:02:15,260 --> 00:02:17,512 I read that a good way to cure seasickness 66 00:02:17,595 --> 00:02:18,847 is to look to the horizon. 67 00:02:18,930 --> 00:02:19,848 If you focus -- 68 00:02:19,931 --> 00:02:20,932 Turn into an alien? 69 00:02:21,015 --> 00:02:22,267 Great idea, Gwen! 70 00:02:22,350 --> 00:02:24,060 No, Ben, that's not what I said! 71 00:02:24,143 --> 00:02:27,230 ♪♪ 72 00:02:30,859 --> 00:02:32,402 Wildvine! 73 00:02:32,485 --> 00:02:34,028 And do you feel better? 74 00:02:34,112 --> 00:02:35,238 Yeah, I feel -- 75 00:02:35,321 --> 00:02:37,282 [ Retches ] 76 00:02:37,365 --> 00:02:39,868 [ Coughs ] I am so sorry! 77 00:02:39,951 --> 00:02:40,910 Ooh! 78 00:02:40,994 --> 00:02:42,829 Begonias are my favorite! 79 00:02:42,912 --> 00:02:44,956 You do beautiful work! 80 00:02:45,039 --> 00:02:46,124 [ Grunts ] 81 00:02:46,207 --> 00:02:48,543 Going alien didn't help at all! 82 00:02:48,626 --> 00:02:51,004 Like I said. Try looking at the horizon. 83 00:02:51,087 --> 00:02:53,173 If you keep focusing on stuff that's right in front of you, 84 00:02:53,256 --> 00:02:54,591 you'll stay sick. 85 00:02:54,674 --> 00:02:55,717 Ugh! 86 00:02:55,800 --> 00:02:58,011 How is this supposed to help, Gwen? 87 00:02:58,094 --> 00:02:58,928 [ Rumbles ] 88 00:02:59,012 --> 00:03:01,097 Huh?! What's that?! 89 00:03:03,057 --> 00:03:04,601 All: The Clocktopus?! 90 00:03:04,684 --> 00:03:06,895 Steam Smythe: [ Maniacal laughter ] 91 00:03:06,978 --> 00:03:08,438 Behold, world! 92 00:03:08,521 --> 00:03:12,400 Steam Smythe rises with my revitalized Clocktopus! 93 00:03:12,483 --> 00:03:15,153 I am here to declare that -- 94 00:03:15,236 --> 00:03:16,154 Tennyson?! 95 00:03:16,237 --> 00:03:18,031 Steam Smythe?! 96 00:03:18,114 --> 00:03:21,034 How many times do I have to kick your rusty old can?! 97 00:03:21,117 --> 00:03:22,535 Are you following me? 98 00:03:22,619 --> 00:03:23,494 No matter! 99 00:03:23,578 --> 00:03:24,621 I'll destroy you, 100 00:03:24,704 --> 00:03:26,956 along with this disgrace of a ship! 101 00:03:27,040 --> 00:03:28,833 Have at you! 102 00:03:28,917 --> 00:03:30,126 Ben: [ Screams ] 103 00:03:30,209 --> 00:03:31,169 Ben! 104 00:03:31,252 --> 00:03:33,338 I've got you! Catch! 105 00:03:33,880 --> 00:03:34,839 Ow! 106 00:03:34,923 --> 00:03:37,258 Gwen, I can swim, you know! 107 00:03:37,342 --> 00:03:38,760 Oh, right. Heh. 108 00:03:38,843 --> 00:03:40,345 Sorry! 109 00:03:40,428 --> 00:03:42,639 Steam Smythe: This so-called new queen of the sea 110 00:03:42,722 --> 00:03:44,557 goes down without a fight, 111 00:03:44,641 --> 00:03:46,309 and thus proves the superiority 112 00:03:46,392 --> 00:03:49,145 of my beloved, beautiful S.S. Manby -- 113 00:03:49,228 --> 00:03:50,647 a real vessel from a time 114 00:03:50,730 --> 00:03:52,774 when they knew how to build things to last! 115 00:03:52,857 --> 00:03:55,234 [ Screaming ] [ Maniacal laughter ] 116 00:03:55,318 --> 00:03:58,154 Diamondhead: Wait. All this is for that junky tugboat? 117 00:03:58,237 --> 00:04:00,114 [ Crash! ] 118 00:04:00,198 --> 00:04:01,783 The S.S. Manby has more class 119 00:04:01,866 --> 00:04:03,576 than this tawdry float ever will! 120 00:04:03,660 --> 00:04:05,036 Wait a minute! Whoa, Gwen, 121 00:04:05,119 --> 00:04:06,746 if you need a snack, just ask! 122 00:04:06,829 --> 00:04:08,831 No, Grandpa, the photo! 123 00:04:08,915 --> 00:04:10,625 Look, twinsies! 124 00:04:10,708 --> 00:04:13,336 Oh, those aren't twinsies. Those are samesies! 125 00:04:13,419 --> 00:04:16,422 But that photo was taken more than 40 years ago. 126 00:04:16,506 --> 00:04:18,216 Whatever. Here I go! 127 00:04:18,299 --> 00:04:19,008 Oh! 128 00:04:19,092 --> 00:04:20,677 [ Grunting ] 129 00:04:20,760 --> 00:04:22,262 [ Groans ] 130 00:04:22,345 --> 00:04:23,221 Come on! 131 00:04:23,304 --> 00:04:25,098 [ Screaming ] 132 00:04:25,181 --> 00:04:26,307 Oh! Oh! Oh! 133 00:04:26,391 --> 00:04:28,226 [ Grunts ] 134 00:04:28,309 --> 00:04:29,352 Oh, no, lady. 135 00:04:29,435 --> 00:04:31,020 Look, look, lady, I'm about to-- 136 00:04:31,104 --> 00:04:32,230 [ Retches ] 137 00:04:32,313 --> 00:04:33,815 Ooh! Beautiful! 138 00:04:33,898 --> 00:04:36,609 Wait till I show the girls at bingo! 139 00:04:36,693 --> 00:04:39,362 Yeah? Well, hold on to your jewels! 140 00:04:39,445 --> 00:04:42,657 Diamondhead: [ Grunting ] 141 00:04:43,866 --> 00:04:44,951 Oh, that's okay! 142 00:04:45,034 --> 00:04:47,495 Mama needs a new pair of earrings! 143 00:04:47,578 --> 00:04:49,580 Yeah, that ain't gonna happen. 144 00:04:49,664 --> 00:04:51,082 But this is... 145 00:04:51,165 --> 00:04:52,917 [ Screams ] 146 00:04:53,001 --> 00:04:54,085 Aw! 147 00:04:54,168 --> 00:04:56,796 Is your little tummy-wummy all fussy-wussy? 148 00:04:56,879 --> 00:04:58,923 [ Laughs ] 149 00:04:59,007 --> 00:05:00,800 These modern engines aren't so fast 150 00:05:00,883 --> 00:05:02,135 when they're punctured! 151 00:05:02,218 --> 00:05:05,263 And my coup de grace hasn't even arrived yet! 152 00:05:05,346 --> 00:05:07,306 But, hark, it approaches! 153 00:05:07,390 --> 00:05:09,517 There will be no escape. 154 00:05:09,600 --> 00:05:13,479 This modern monstrosity will be reduced to shards! 155 00:05:13,563 --> 00:05:16,315 Ben: Ugh, could that old thing be any slower? 156 00:05:16,399 --> 00:05:17,859 It's making record time! 157 00:05:17,942 --> 00:05:19,444 If you're feeling sick again, 158 00:05:19,527 --> 00:05:20,903 let me know, dearie! 159 00:05:20,987 --> 00:05:22,113 Can we get on with it? 160 00:05:22,196 --> 00:05:24,866 Contemporary youth are so impatient. 161 00:05:26,492 --> 00:05:28,578 Go, Aristocrow! Aristocrow: Caw! 162 00:05:29,579 --> 00:05:31,664 Caw! 163 00:05:34,125 --> 00:05:35,043 What?! 164 00:05:35,126 --> 00:05:37,003 Your eyes do not deceive! 165 00:05:37,086 --> 00:05:39,422 Steam-powered piranhas -- 166 00:05:39,505 --> 00:05:40,673 with jaws strong enough 167 00:05:40,757 --> 00:05:42,675 to chew this flashy monstrosity 168 00:05:42,759 --> 00:05:43,926 to smithereens! 169 00:05:44,010 --> 00:05:45,470 [ Laughs ] 170 00:05:45,553 --> 00:05:47,930 Didn't see that coming, did you, Tennyson? 171 00:05:48,014 --> 00:05:50,349 He's right. I didn't see that coming. 172 00:05:50,433 --> 00:05:52,977 Oh, no! The fish rebellion has begun! 173 00:05:53,061 --> 00:05:54,270 I regret nothing! 174 00:05:54,353 --> 00:05:56,814 [ Steam engines whir ] 175 00:05:56,898 --> 00:05:59,609 [ Maniacal laughter ] [ Groans ] 176 00:05:59,692 --> 00:06:01,986 [ Retches ] 177 00:06:02,070 --> 00:06:03,404 Gadzooks! 178 00:06:03,488 --> 00:06:05,948 Did you just relieve your lunch on my Clocktopus?! 179 00:06:06,032 --> 00:06:07,742 You disgusting brat! 180 00:06:07,825 --> 00:06:09,202 [ Groans ] Ben! 181 00:06:09,285 --> 00:06:11,788 [ Groans ] I'm too sick to be a hero. 182 00:06:11,871 --> 00:06:13,081 Can't concentrate. 183 00:06:13,164 --> 00:06:15,041 I know it's really hard to concentrate 184 00:06:15,124 --> 00:06:16,751 when you're not feeling your best. 185 00:06:16,834 --> 00:06:17,960 But like Gwen told you, 186 00:06:18,044 --> 00:06:19,462 you have to tune out the little stuff 187 00:06:19,545 --> 00:06:21,297 and focus on the big picture. 188 00:06:21,380 --> 00:06:23,549 You mean like look to the horizon? 189 00:06:23,633 --> 00:06:24,717 Uh, hmm. 190 00:06:24,801 --> 00:06:27,387 I-I confused myself a little. Eh, do I? 191 00:06:27,470 --> 00:06:28,805 Yes! [ Ding! ] 192 00:06:28,888 --> 00:06:31,557 Okay, here goes. 193 00:06:31,641 --> 00:06:35,353 [ Groaning ] 194 00:06:37,605 --> 00:06:38,815 Hmm. 195 00:06:38,898 --> 00:06:40,650 How do you feel? 196 00:06:40,733 --> 00:06:42,026 You know what? 197 00:06:42,110 --> 00:06:43,444 I do feel better. 198 00:06:43,528 --> 00:06:45,780 Ready to kick some butt! 199 00:06:46,656 --> 00:06:49,742 ♪♪ 200 00:06:59,669 --> 00:07:00,628 [ Ding! ] 201 00:07:00,711 --> 00:07:04,006 ♪♪ 202 00:07:04,090 --> 00:07:06,175 Huh? 203 00:07:08,052 --> 00:07:09,554 Whoa, yeah! 204 00:07:09,637 --> 00:07:10,805 Whoo! 205 00:07:10,888 --> 00:07:13,224 That's what I call firepower! 206 00:07:13,307 --> 00:07:15,434 I am -- [Retches] 207 00:07:15,518 --> 00:07:16,936 [ Gags ] 208 00:07:17,019 --> 00:07:18,479 Ohh! 209 00:07:18,563 --> 00:07:20,022 Oh, boy! 210 00:07:20,106 --> 00:07:21,566 Okay, focus. 211 00:07:21,649 --> 00:07:23,067 Take out Steam Smythe, 212 00:07:23,151 --> 00:07:25,403 then take out his robo-piranhas! 213 00:07:25,486 --> 00:07:27,572 Eyes on the horizon! 214 00:07:28,156 --> 00:07:30,032 What do you think you're doing?! 215 00:07:30,116 --> 00:07:31,033 Whoa! 216 00:07:31,117 --> 00:07:33,077 I think I'm about to... 217 00:07:33,161 --> 00:07:34,579 [ Retches ] 218 00:07:34,662 --> 00:07:35,663 [ Groans ] 219 00:07:35,746 --> 00:07:37,832 Big picture! 220 00:07:38,457 --> 00:07:39,375 [ Retches ] 221 00:07:39,458 --> 00:07:40,960 [ Groans ] 222 00:07:41,043 --> 00:07:42,545 Whoa! 223 00:07:42,628 --> 00:07:45,715 [ Grunting ] 224 00:07:48,426 --> 00:07:49,552 Ha! Steam Smythe: [ Maniacal laughter ] 225 00:07:49,635 --> 00:07:51,721 Huh? [ Laughter continues ] 226 00:07:52,138 --> 00:07:54,223 [ Grunts ] Whoa! 227 00:07:54,724 --> 00:07:55,683 Ohh! 228 00:07:55,766 --> 00:07:57,518 Ohh, man. 229 00:07:57,602 --> 00:07:59,937 My stomach's on fire. 230 00:08:00,021 --> 00:08:01,647 Steam Smythe: Foolish fire fiend! 231 00:08:01,731 --> 00:08:05,318 Like the magnificent Manby, this craft feeds on fire! 232 00:08:05,401 --> 00:08:08,279 You can't defeat me in your pathetic state! 233 00:08:08,362 --> 00:08:10,781 And, soon, my steam-powered piranhas 234 00:08:10,865 --> 00:08:13,284 will consume this modern monstrosity, 235 00:08:13,367 --> 00:08:16,954 leaving the S.S. Manby to rule the waters once more! 236 00:08:17,038 --> 00:08:18,331 [ Groans ] 237 00:08:18,414 --> 00:08:20,541 Okay, I can't beat him with a direct attack. 238 00:08:20,625 --> 00:08:22,627 And I can't -- [ Retches ] 239 00:08:22,710 --> 00:08:25,379 ...focus on just him without getting sick! 240 00:08:25,463 --> 00:08:26,589 Horizon! 241 00:08:26,672 --> 00:08:28,716 Gotta look to the horizon. 242 00:08:28,799 --> 00:08:30,426 Wait. 243 00:08:30,509 --> 00:08:33,930 The Manby, piranhas, fire, 244 00:08:34,013 --> 00:08:35,181 alien hurl! 245 00:08:35,264 --> 00:08:36,432 That's it! 246 00:08:36,515 --> 00:08:39,018 I can use Steam Smythe's hyper-focus against him! 247 00:08:39,602 --> 00:08:41,103 Enough dilly-dally! 248 00:08:41,187 --> 00:08:43,648 You don't know when to quit, do you?! 249 00:08:43,731 --> 00:08:45,983 Ben: Nope! 250 00:08:46,067 --> 00:08:48,152 Ben, where are you going?! 251 00:08:48,236 --> 00:08:50,279 Steam Smythe is that way! Eep! 252 00:08:50,363 --> 00:08:52,865 Looks like your hero abandoned ship. 253 00:08:52,949 --> 00:08:54,408 [ Laughs ] 254 00:08:54,492 --> 00:08:56,202 Oh, man. 255 00:08:56,285 --> 00:08:59,538 I've never felt better about feeling so bad! 256 00:09:00,498 --> 00:09:04,627 Whoa, whoa, whoa, whoa! 257 00:09:07,213 --> 00:09:09,298 [ Groaning ] 258 00:09:10,967 --> 00:09:13,052 [ Retching ] 259 00:09:18,516 --> 00:09:20,768 Whoa! 260 00:09:20,851 --> 00:09:24,522 Man: The Manby sails again! [ Cheering ] 261 00:09:26,774 --> 00:09:28,276 What is he doing? 262 00:09:28,359 --> 00:09:29,485 Whoa! 263 00:09:29,568 --> 00:09:31,153 Steam Smythe: You're fish food! 264 00:09:31,237 --> 00:09:33,572 You and these infernal solar panels, 265 00:09:33,656 --> 00:09:35,908 these wretched electric turbines! 266 00:09:35,992 --> 00:09:38,202 My piranhas will devour it all! 267 00:09:38,286 --> 00:09:41,998 And the Manby shall rule this bay once more! 268 00:09:42,081 --> 00:09:44,041 [ Steam horn blows ] 269 00:09:44,125 --> 00:09:45,376 ♪♪ 270 00:09:45,459 --> 00:09:46,502 My Manby! 271 00:09:46,586 --> 00:09:48,879 How dare you put her in harm's way! 272 00:09:48,963 --> 00:09:50,381 No, stop! 273 00:09:50,464 --> 00:09:51,591 No! Don't eat me! 274 00:09:51,674 --> 00:09:53,551 No! Stay back! 275 00:09:53,634 --> 00:09:55,219 Listen to daddy! 276 00:09:55,303 --> 00:09:57,179 [ Screams ] 277 00:09:57,263 --> 00:09:58,556 Unhand me, brute! 278 00:09:58,639 --> 00:09:59,640 Sorry, Smythe. 279 00:09:59,724 --> 00:10:01,642 Looks like you're all washed up. 280 00:10:01,726 --> 00:10:03,227 No! Wait, wait, wait, wait, wait! 281 00:10:03,311 --> 00:10:05,479 Hey, hope you like seafood! 282 00:10:05,563 --> 00:10:06,522 [ Retches ] 283 00:10:06,605 --> 00:10:07,523 Hang on, hang on! 284 00:10:07,606 --> 00:10:08,816 I got a better one! 285 00:10:08,899 --> 00:10:11,402 Guess your ship has sailed! 286 00:10:11,485 --> 00:10:15,906 [ Retching ] 287 00:10:16,657 --> 00:10:20,286 [ Electricity zapping ] 288 00:10:22,872 --> 00:10:24,248 All right, buddy, bad news is, 289 00:10:24,332 --> 00:10:25,708 it's off to jail with you. 290 00:10:25,791 --> 00:10:28,085 Good news is, it's the most modern prison 291 00:10:28,169 --> 00:10:29,712 in the country. 292 00:10:29,795 --> 00:10:32,048 No! [ Siren wails ] 293 00:10:32,131 --> 00:10:34,258 I'll write you everyday, Mr. Smythe! 294 00:10:34,342 --> 00:10:36,844 Max: Looks like you finally conquered your seasickness, Ben! 295 00:10:36,927 --> 00:10:37,845 Good job! 296 00:10:37,928 --> 00:10:39,472 Uh, I hate to admit it, 297 00:10:39,555 --> 00:10:41,182 but Gwen's "look to the horizon" thing 298 00:10:41,265 --> 00:10:42,308 really worked! 299 00:10:42,391 --> 00:10:44,352 Literally and metaphorically! 300 00:10:44,435 --> 00:10:47,355 Sorry about sinking the Manby, Grandpa. 301 00:10:47,438 --> 00:10:48,689 Ah, it's all right, Ben. 302 00:10:48,773 --> 00:10:50,066 The Manby may be gone, 303 00:10:50,149 --> 00:10:52,902 but my precious memories are still swirling. 304 00:10:52,985 --> 00:10:54,987 [ Groans ] 305 00:10:55,071 --> 00:10:56,030 Uh-oh. 306 00:10:56,113 --> 00:10:58,199 And -- and so is that chili. 307 00:10:58,282 --> 00:10:59,533 Gwen: The horizon, Grandpa. 308 00:10:59,617 --> 00:11:01,702 Look at the horizon! 309 00:11:03,245 --> 00:11:06,415 [ Theme music plays ] 310 00:11:14,924 --> 00:11:17,009 [ Groaning ]