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 00:00:21,938 --> 00:00:30,196 ♪♪ 11 00:00:30,280 --> 00:00:31,948 [ Mouse squeaks ] 12 00:00:32,031 --> 00:00:38,079 ♪♪ 13 00:00:38,163 --> 00:00:40,665 Ha! Caught ya! Huh? 14 00:00:40,749 --> 00:00:42,167 Better watch out, Grandpa Max. 15 00:00:42,250 --> 00:00:45,587 I think you're actually becoming a cat! [ Laughs ] 16 00:00:45,670 --> 00:00:46,796 Okay. I'll admit it. 17 00:00:46,880 --> 00:00:48,006 The costume may come off a little silly, 18 00:00:48,089 --> 00:00:49,466 but once you get suited up, 19 00:00:49,549 --> 00:00:51,968 it's pretty fun to just give over to your feline side. 20 00:00:52,051 --> 00:00:54,846 Fun if you like being really weird. [ Laughs ] 21 00:00:54,929 --> 00:00:58,099 Weird is coming to Top Tail not dressed as a cat. 22 00:00:59,350 --> 00:01:00,769 [ Laughs ] 23 00:01:00,852 --> 00:01:04,397 Fake cat Gwen just licked her fake paw! 24 00:01:04,481 --> 00:01:06,357 Oh, don't let him give you paws, Gwen! 25 00:01:06,441 --> 00:01:07,984 You've got to stay unfazed and fierce 26 00:01:08,067 --> 00:01:10,737 for the big obstacle course agility competition! 27 00:01:10,820 --> 00:01:13,281 Speaking of which, looks like they're ready 28 00:01:13,364 --> 00:01:14,824 to open up the exhibit hall. 29 00:01:14,908 --> 00:01:17,327 [ Indistinct shouting ] 30 00:01:17,410 --> 00:01:19,120 This place is awesome! 31 00:01:19,204 --> 00:01:21,164 I don't know if I'd call it awesome. 32 00:01:21,247 --> 00:01:24,542 I mean, who loves cats so much they're buying cat clothing? 33 00:01:24,626 --> 00:01:29,714 Hello? I wear a cat shirt, like, almost every day, remember? 34 00:01:29,798 --> 00:01:32,133 Huh, I always thought that was a beetle. 35 00:01:34,260 --> 00:01:35,845 "World's Tallest Scratching Post?" 36 00:01:35,929 --> 00:01:38,598 The weird just keeps getting weirder. 37 00:01:39,933 --> 00:01:41,935 Whoa, what's this about? 38 00:01:42,018 --> 00:01:43,520 This is where your cousin is going to 39 00:01:43,603 --> 00:01:45,188 dominate the cat-petition! 40 00:01:45,271 --> 00:01:49,359 The First Annual Top Tail Human Cat Obstacle Course! 41 00:01:49,442 --> 00:01:51,778 Welcome, one and all pussycat purveyors 42 00:01:51,861 --> 00:01:53,613 and feline enthusiasts! 43 00:01:53,696 --> 00:01:55,657 Steve: Uh, Bill, contestants will risk one of their 44 00:01:55,740 --> 00:01:59,118 nine lives to showcase their cat skills to conquer... 45 00:01:59,202 --> 00:02:01,246 The Catwalk of Fear! 46 00:02:01,329 --> 00:02:04,415 The Cardboard Scratcher Mountain of Mayhem! 47 00:02:04,499 --> 00:02:07,252 And the Yarn Balls of Doom! 48 00:02:07,335 --> 00:02:09,838 Human obstacle course? I'm in! 49 00:02:09,921 --> 00:02:11,214 Sorry, cuz, I don't think 50 00:02:11,297 --> 00:02:13,174 you fit the "weird requirements" for this one, 51 00:02:13,258 --> 00:02:16,719 but maybe I'll let you hold my trophy when I win. 52 00:02:17,512 --> 00:02:19,222 [ Indistinct chatter ] 53 00:02:19,305 --> 00:02:22,225 [ Laughter ] 54 00:02:22,308 --> 00:02:24,102 Just be the most cat. 55 00:02:24,185 --> 00:02:27,105 And with the exception of the small contestant in blue, 56 00:02:27,188 --> 00:02:29,732 these competitors look ferocious! 57 00:02:29,816 --> 00:02:32,777 Steve: Well, throw me a yarn ball and call me Fluffy. 58 00:02:32,861 --> 00:02:34,571 This competition is underway! 59 00:02:34,654 --> 00:02:35,738 Ben, over here! 60 00:02:35,822 --> 00:02:38,449 I snagged us some purr-fect seats! 61 00:02:38,533 --> 00:02:41,286 [ Chuckles ] Mm. 62 00:02:41,369 --> 00:02:43,413 First up, the Sphynx Warrior Cat! 63 00:02:43,496 --> 00:02:44,747 I may be no expert, Bill, 64 00:02:44,831 --> 00:02:47,625 but I'm 100% certain he will take the win. 65 00:02:47,709 --> 00:02:49,878 Well, not the first time I've been wrong. 66 00:02:49,961 --> 00:02:51,421 And not the last. 67 00:02:51,504 --> 00:02:55,550 Well, it looks like Lady Leopard has made it to the yarn balls! 68 00:02:55,633 --> 00:02:56,968 [ Splash ] 69 00:02:57,051 --> 00:03:01,180 Looks like that leopard leotard was all slip and no grip! 70 00:03:01,264 --> 00:03:03,182 Well, here comes the tough-toothed Sabre-Cat 71 00:03:03,266 --> 00:03:05,727 on the spin-y roll-y thingies! 72 00:03:05,810 --> 00:03:07,812 And down he goes! 73 00:03:07,896 --> 00:03:10,648 Ha-ha, take a bath, Sabre Kitty! 74 00:03:10,732 --> 00:03:13,735 These cats are weak sauce. I should be out there. 75 00:03:13,818 --> 00:03:17,405 Bill: Next up is Mr. Muscle Cat scaling the Cat Climb! 76 00:03:17,488 --> 00:03:20,575 Ooh! So far, not a single furry friend 77 00:03:20,658 --> 00:03:22,911 has made it anywhere near the finish line! 78 00:03:22,994 --> 00:03:25,496 Maybe this course is just too much to lick! 79 00:03:25,580 --> 00:03:26,915 Ah, don't speak too soon, Bill. 80 00:03:26,998 --> 00:03:28,917 There's still one contestant in the running, 81 00:03:29,000 --> 00:03:30,919 although I'm not sure such a tiny cat 82 00:03:31,002 --> 00:03:33,504 stands a chance against this brutal course. 83 00:03:33,588 --> 00:03:35,048 Whoo! Go get 'em, Gwen! 84 00:03:35,131 --> 00:03:37,091 Those other chuckleheads didn't even get close! 85 00:03:37,175 --> 00:03:38,760 I bet you wish you had a cat costume 86 00:03:38,843 --> 00:03:40,094 right about now, huh, Ben? 87 00:03:40,178 --> 00:03:42,722 Who needs a costume? I have aliens. 88 00:03:42,805 --> 00:03:44,140 Aliens aren't cats. 89 00:03:44,223 --> 00:03:46,601 Bill: Well, Lil' Blue Paw may be small, 90 00:03:46,684 --> 00:03:49,520 but she's certainly got her game face on! 91 00:03:49,604 --> 00:03:50,939 I'm not so sure how her face 92 00:03:51,022 --> 00:03:53,191 can help her through this ruthless course, Bill. 93 00:03:53,274 --> 00:03:55,485 It's a figure of speech, Steve! 94 00:03:55,568 --> 00:03:58,071 And the run begins in three... 95 00:03:58,154 --> 00:03:59,822 Be the most cat. 96 00:03:59,906 --> 00:04:01,115 Two... 97 00:04:01,199 --> 00:04:03,493 Well, hello there, new guy! 98 00:04:03,576 --> 00:04:05,078 One... I do like fur, 99 00:04:05,161 --> 00:04:07,705 but eating with claws is very frustrating to... 100 00:04:07,789 --> 00:04:09,999 You! Go! 101 00:04:10,083 --> 00:04:12,377 -What? -Ha-ha! 102 00:04:12,460 --> 00:04:15,213 What? 103 00:04:15,296 --> 00:04:16,673 Huh? 104 00:04:16,756 --> 00:04:18,383 Mice! 105 00:04:18,466 --> 00:04:20,259 [ Crowd gasps, screams ] 106 00:04:20,343 --> 00:04:22,095 Bill: Mouse infestation? 107 00:04:22,178 --> 00:04:23,513 Everyone stay calm. 108 00:04:23,596 --> 00:04:27,016 Cats chase mice, not the other way around. 109 00:04:28,184 --> 00:04:29,644 [ Roars ] 110 00:04:29,727 --> 00:04:33,481 ♪♪ 111 00:04:33,564 --> 00:04:35,525 Here comes Rath! 112 00:04:35,608 --> 00:04:37,360 Aah! What is that creature?! 113 00:04:37,443 --> 00:04:40,279 Who cares? There's a mouse on the loose! 114 00:04:40,363 --> 00:04:41,948 A Mouse? Aah! 115 00:04:42,031 --> 00:04:44,075 Ben, is this a new alien? 116 00:04:44,158 --> 00:04:47,161 [ Snarls ] Let me tell you something, G-pa Max! 117 00:04:47,245 --> 00:04:50,206 Rath never wanted to go to this kitty con in the first place! 118 00:04:50,289 --> 00:04:53,209 But since Rath is here, oh, yeah! 119 00:04:53,293 --> 00:04:54,794 You better get out your pens and papers 120 00:04:54,877 --> 00:04:58,589 'cause Rath is gonna take that obstacle course to school! 121 00:04:59,173 --> 00:05:00,633 [ Squeaking ] 122 00:05:00,717 --> 00:05:01,718 Ben? 123 00:05:01,801 --> 00:05:03,970 Rath wants that mouse! 124 00:05:05,763 --> 00:05:07,056 Ben, what are you doing? 125 00:05:07,140 --> 00:05:09,350 Rath isn't really sure, 126 00:05:09,434 --> 00:05:10,727 but Rath is not gonna lose 127 00:05:10,810 --> 00:05:14,105 a game of cat and mouse to a mouse! 128 00:05:14,188 --> 00:05:15,356 [ Squeaking ] 129 00:05:15,440 --> 00:05:18,860 [ Gasping, screaming ] 130 00:05:18,943 --> 00:05:20,778 [ Grunts ] Sorry! 131 00:05:20,862 --> 00:05:23,781 Rath is never sorry! 132 00:05:23,865 --> 00:05:25,116 Calm down, people! 133 00:05:25,199 --> 00:05:28,327 It's just a mouse and a giant rampaging tiger! 134 00:05:28,411 --> 00:05:30,204 We're, uh, we're safe up here in this box, right, Bill? 135 00:05:30,288 --> 00:05:33,374 Who knows? But while we were all distracted by rodents, 136 00:05:33,458 --> 00:05:37,253 Little Miss Blue Paw has cleared the first four obstacles! 137 00:05:37,336 --> 00:05:38,546 Incredible! 138 00:05:38,629 --> 00:05:40,590 Now, that's the right kind of cat-titude! 139 00:05:40,673 --> 00:05:43,259 Ha! She's moving on to the balance beam, Steve! 140 00:05:43,342 --> 00:05:45,636 She is just flying through this course! 141 00:05:45,720 --> 00:05:47,764 Meow, meow, meow, meow! I think she's just running, 142 00:05:47,847 --> 00:05:49,182 Steve, no wings. 143 00:05:49,265 --> 00:05:50,433 But what's this? 144 00:05:50,516 --> 00:05:52,602 [ All shouting ] 145 00:05:54,270 --> 00:05:57,648 Oh, looks like Little Blue has got a challenger! 146 00:05:57,732 --> 00:06:01,819 ♪♪ 147 00:06:01,903 --> 00:06:06,157 [ Snarling, grunting ] 148 00:06:06,240 --> 00:06:07,408 Gah! 149 00:06:07,492 --> 00:06:08,951 A-ha! 150 00:06:09,035 --> 00:06:10,036 Pbht! Pbht! 151 00:06:10,119 --> 00:06:11,704 -Aaah! -Looks like Tiger Man 152 00:06:11,788 --> 00:06:14,499 is a little upset! -He is tearing up the course 153 00:06:14,582 --> 00:06:16,125 and not in a good way! 154 00:06:16,209 --> 00:06:20,004 Ben, look out! Gwen is still on the course! 155 00:06:20,088 --> 00:06:20,963 Ah! 156 00:06:21,047 --> 00:06:23,716 -Ooh! -Ooh! 157 00:06:23,800 --> 00:06:26,594 Steve: Oh, baby, this little cat is a flying squirrel! 158 00:06:26,677 --> 00:06:29,514 Bill: Such grace! She makes this look easy! 159 00:06:29,597 --> 00:06:30,973 What exactly am I seeing? 160 00:06:31,057 --> 00:06:34,977 You're seeing Little Blue make it to the final obstacle! 161 00:06:35,061 --> 00:06:40,191 Aaaah! You can't escape Rath! 162 00:06:40,274 --> 00:06:42,151 Whoa, whoa. 163 00:06:42,235 --> 00:06:44,320 Aaah! 164 00:06:47,490 --> 00:06:51,619 She's so close to the finish line, she can taste it! 165 00:06:51,702 --> 00:06:52,912 Huh? 166 00:06:52,995 --> 00:06:54,330 Aaah! 167 00:06:54,413 --> 00:06:56,624 Unbelievable! Lil' Blue has done it! 168 00:06:56,707 --> 00:06:59,043 Yeah! Yes! [ Laughs ] 169 00:06:59,127 --> 00:07:00,503 Aaaah! 170 00:07:00,586 --> 00:07:04,841 The first and only catter to finish the entire course! 171 00:07:04,924 --> 00:07:08,177 [ Laughs ] Yeah! That's my grandkid. 172 00:07:08,261 --> 00:07:09,595 [ Panting ] 173 00:07:09,679 --> 00:07:10,638 What? 174 00:07:10,721 --> 00:07:13,891 [ All screaming ] 175 00:07:13,975 --> 00:07:15,268 Let me tell you something, 176 00:07:15,351 --> 00:07:19,021 pool of water placed here for my safety! 177 00:07:19,105 --> 00:07:23,192 If you think you can beat Rath, you got another thing coming! 178 00:07:23,276 --> 00:07:26,070 [ Grunting ] 179 00:07:26,154 --> 00:07:29,490 Gwen! [ Laughs ] You were purr-fect! 180 00:07:29,574 --> 00:07:32,702 Uh, thanks, but what was all that noise while I was -- 181 00:07:32,785 --> 00:07:34,370 Aaah! 182 00:07:34,453 --> 00:07:35,621 Wait. Is that Ben? 183 00:07:35,705 --> 00:07:39,083 Yep, new aliens galore. [ Chuckles ] 184 00:07:39,167 --> 00:07:40,793 Hey, Ben, what you up to? 185 00:07:40,877 --> 00:07:47,300 I don't know why, but I have to destroy this water! 186 00:07:47,383 --> 00:07:50,428 Aaah! What am I doing? 187 00:07:50,511 --> 00:07:52,430 Got a little carried away there, son. 188 00:07:52,513 --> 00:07:54,265 More like a lot carried away! 189 00:07:54,348 --> 00:07:55,600 [ Grunts ] 190 00:07:55,683 --> 00:07:57,268 What was up with all that yelling and smashing? 191 00:07:57,351 --> 00:08:00,188 I don't know. Just that alien was so -- 192 00:08:00,271 --> 00:08:02,231 so angry at everything! 193 00:08:02,315 --> 00:08:03,733 I didn't feel like me. 194 00:08:03,816 --> 00:08:06,402 [ Crowd screaming ] 195 00:08:06,485 --> 00:08:09,322 Oh, yeah, that's my bad, but don't worry! 196 00:08:09,405 --> 00:08:10,990 Slapback is on the scene! 197 00:08:11,073 --> 00:08:13,075 How is Slapback going to help?! 198 00:08:13,159 --> 00:08:15,620 Uh, easy. More hands means more help. 199 00:08:15,703 --> 00:08:18,289 I can just throw my selves up to the top of the post! 200 00:08:18,372 --> 00:08:22,168 Yeah, but each Slapback weighs, like, a billion pounds. 201 00:08:22,251 --> 00:08:23,502 Well, then how about Shock Rock? 202 00:08:23,586 --> 00:08:25,922 I'll make a plasma ramp for them to slide down. 203 00:08:26,005 --> 00:08:28,257 But you'll also electrify the pole. 204 00:08:28,341 --> 00:08:29,842 Okay. Well, then how about -- 205 00:08:29,926 --> 00:08:31,719 There's no more time for daydreaming. 206 00:08:31,802 --> 00:08:33,304 Somebody is gonna get hurt. 207 00:08:33,387 --> 00:08:34,805 Somebody? Anybody? 208 00:08:34,889 --> 00:08:36,766 Aw, man. I know a cat problem 209 00:08:36,849 --> 00:08:38,476 needs a cat solution, but I don't know 210 00:08:38,559 --> 00:08:40,895 if I've got a handle on this Rath cat yet. 211 00:08:40,978 --> 00:08:42,605 You do have a handle on him. 212 00:08:42,688 --> 00:08:44,899 You just need to embrace your inner cat. 213 00:08:44,982 --> 00:08:48,027 Yeah? Yeah! 214 00:08:48,110 --> 00:08:51,697 Clear a path for the Rath! 215 00:08:51,781 --> 00:08:54,283 I hope he can be more cat than that. 216 00:08:55,493 --> 00:08:57,787 Do people actually buy this stuff? 217 00:08:57,870 --> 00:09:00,831 -Yes, now hurry! -Righty, right, right. 218 00:09:02,291 --> 00:09:05,169 Cats up a tree. Rath may not be a firefighter, 219 00:09:05,253 --> 00:09:08,089 but he can still chop without an axe. 220 00:09:08,172 --> 00:09:09,548 [ Grunting ] 221 00:09:09,632 --> 00:09:10,508 Aah! 222 00:09:10,591 --> 00:09:12,760 Come on down, baby! 223 00:09:12,843 --> 00:09:14,512 Whoo! Yeah! 224 00:09:14,595 --> 00:09:17,181 No! Cutting it down is too dangerous. 225 00:09:17,265 --> 00:09:20,601 You have to embrace your inner cat, remember? 226 00:09:22,895 --> 00:09:25,231 [ Groans ] 227 00:09:25,314 --> 00:09:26,732 [ Exhales deeply ] 228 00:09:26,816 --> 00:09:29,735 Inner cat, inner cat, inner cat. 229 00:09:29,819 --> 00:09:32,280 Whoa! Help, tiger guy! 230 00:09:32,363 --> 00:09:33,906 Name's Rath. 231 00:09:33,990 --> 00:09:35,366 [ Panting ] 232 00:09:35,449 --> 00:09:36,867 I'm losing my grip! 233 00:09:36,951 --> 00:09:39,870 I don't want to land on my feet! 234 00:09:39,954 --> 00:09:42,081 Gotcha. Hang on. 235 00:09:42,164 --> 00:09:43,332 I think he's getting it. 236 00:09:43,416 --> 00:09:45,876 Yeesh. You cat people are heavy. 237 00:09:45,960 --> 00:09:47,378 [ Whimpering ] 238 00:09:47,461 --> 00:09:49,046 Aah! 239 00:09:49,130 --> 00:09:52,008 Gotcha, kitty, kitty, kitty. [ Groans ] 240 00:09:52,091 --> 00:09:55,261 Safe and sound! Oh, yeah! 241 00:09:55,344 --> 00:09:57,805 But how are you gonna climb down carrying all of us? 242 00:09:57,888 --> 00:10:00,891 Who said anything about climbing? 243 00:10:03,185 --> 00:10:04,729 I'm gonna get smashed! 244 00:10:04,812 --> 00:10:06,105 Aaaaah! 245 00:10:06,188 --> 00:10:08,399 Relax-ify. 246 00:10:08,482 --> 00:10:11,068 True cats always land on their paws. 247 00:10:11,152 --> 00:10:16,699 Now who wants a picture with The Rath Man? 248 00:10:16,782 --> 00:10:18,743 I -- I can't deal with all this. 249 00:10:18,826 --> 00:10:20,202 Way to go, Tiger. 250 00:10:20,286 --> 00:10:22,288 See what I mean about the cat inside taking over? 251 00:10:22,371 --> 00:10:25,333 Way to embrace your inner thing you thought was weird before. 252 00:10:25,416 --> 00:10:26,751 I got to admit, at first, 253 00:10:26,834 --> 00:10:28,961 your costume didn't look the part of a champion, 254 00:10:29,045 --> 00:10:30,254 and we judged you. 255 00:10:30,338 --> 00:10:31,756 As judges often do, Bill. 256 00:10:31,839 --> 00:10:33,716 But you definitely proved yourself 257 00:10:33,799 --> 00:10:35,634 a real Top Cat. 258 00:10:35,718 --> 00:10:36,594 Yes! 259 00:10:36,677 --> 00:10:37,928 Hey, what about me? 260 00:10:38,012 --> 00:10:39,889 I saved all those cat people. 261 00:10:39,972 --> 00:10:41,349 Oh, right. 262 00:10:41,432 --> 00:10:45,478 Here, runner-up wins this special, uh, cat hat. 263 00:10:46,479 --> 00:10:48,481 [ Laughs ] It looks good on you. 264 00:10:48,564 --> 00:10:50,358 Sure, it does. 265 00:10:50,441 --> 00:10:51,400 [ Squeaking ] 266 00:10:51,484 --> 00:10:53,819 -What? -The mouse is back. 267 00:10:53,903 --> 00:10:56,405 Gah! Get it off! Get it off! Get it off! Aah! 268 00:10:56,489 --> 00:11:00,076 Guess a mouse problem really does need a cat solution. 269 00:11:00,159 --> 00:11:02,244 Meow. 270 00:11:02,578 --> 00:11:13,005 ♪♪ 271 00:11:14,423 --> 00:11:16,509 Here comes Rath!