1
00:00:01,668 --> 00:00:06,923
♪♪
2
00:00:07,006 --> 00:00:08,299
♪ Ben 10! ♪
3
00:00:08,383 --> 00:00:10,385
♪ Ben 10! ♪
4
00:00:10,468 --> 00:00:11,428
♪ Ben 10! ♪
5
00:00:11,511 --> 00:00:12,429
♪ Ben 10! ♪
6
00:00:12,512 --> 00:00:13,596
♪ Ben 10! ♪
7
00:00:13,680 --> 00:00:14,806
♪ Ben 10! ♪
8
00:00:14,889 --> 00:00:16,766
♪ Ben 10! ♪
9
00:00:16,850 --> 00:00:18,518
♪ Ben 10! ♪
10
00:00:22,021 --> 00:00:25,775
[ Crickets chirping,
owl hoots ]
11
00:00:28,027 --> 00:00:31,448
[ Groans]
Why are we camping?
12
00:00:31,531 --> 00:00:34,117
Because there's nothing better
than camping.
13
00:00:34,200 --> 00:00:36,745
There are a lot of things
better than camping.
14
00:00:36,828 --> 00:00:38,705
Then because
I accidentally locked us
15
00:00:38,788 --> 00:00:40,623
out of the Rustbucket.
What?!
16
00:00:40,707 --> 00:00:43,960
But all the things better than
camping are in the Rustbucket!
17
00:00:44,043 --> 00:00:45,545
Ugh.
Grandpa, what happened?
18
00:00:45,628 --> 00:00:47,714
Well, I was coming back
from a spin with Glitch,
19
00:00:47,797 --> 00:00:49,299
and [chuckles] darn,
20
00:00:49,382 --> 00:00:51,301
if he didn't
tell the funniest joke.
21
00:00:51,384 --> 00:00:54,763
[ Chuckles ]
22
00:00:51,384 --> 00:00:54,763
Grandpa,
how could you do this to me?
23
00:00:54,846 --> 00:00:58,266
Anyway, I got so distracted
I left my keys in the ignition.
24
00:00:58,349 --> 00:01:01,603
Now we're stuck till he gets
back from his ride-share thing.
25
00:01:01,686 --> 00:01:03,521
[ Groans ]
I can survive this.
26
00:01:03,605 --> 00:01:07,776
I'll just watch Xingo
in this bed of marshmallows.
27
00:01:07,859 --> 00:01:09,277
[ Grunts ]
It's working!
28
00:01:09,360 --> 00:01:10,653
And I lost it.
29
00:01:10,737 --> 00:01:13,031
I have a better way to use
your imagination.
30
00:01:15,408 --> 00:01:17,494
Campfire stories.
31
00:01:17,577 --> 00:01:20,497
This is the tale of a mystery
from outer space...
32
00:01:20,580 --> 00:01:21,831
[ Beeping ]
[ Gasps ]
33
00:01:21,915 --> 00:01:23,625
...and a brave
paranormal investigator
34
00:01:23,708 --> 00:01:25,668
who proved the existence
of aliens.
35
00:01:25,752 --> 00:01:27,337
Bam, I just proved it.
36
00:01:27,420 --> 00:01:29,172
Story is over. I win.
37
00:01:29,255 --> 00:01:30,757
You're welcome.
38
00:01:30,840 --> 00:01:32,467
It doesn't work
like that.
39
00:01:32,550 --> 00:01:33,927
Why are you so tall?
40
00:01:34,010 --> 00:01:35,887
It's the style, and if you
want to be in my story,
41
00:01:35,970 --> 00:01:37,180
you got to
match the style.
42
00:01:37,263 --> 00:01:38,223
[ Fingers snap ]
43
00:01:38,306 --> 00:01:40,099
Aah.
44
00:01:41,309 --> 00:01:44,395
Whoa? You can make stuff happen
just by saying it?
45
00:01:44,479 --> 00:01:47,023
Yes, Ben.
That's what telling a story is.
46
00:01:47,106 --> 00:01:50,860
Okay,
and we also have nachos.
47
00:01:50,944 --> 00:01:54,364
Ben!
48
00:01:50,944 --> 00:01:54,364
No, see,
they're spooky nachos.
49
00:01:54,447 --> 00:01:56,533
[ High-pitched shriek ]
50
00:01:56,616 --> 00:01:58,535
Hmm, what do they
taste like?
51
00:01:58,618 --> 00:02:01,079
Uh...skeleton's butt.
52
00:02:01,162 --> 00:02:03,039
I'll allow it.
53
00:02:01,162 --> 00:02:03,039
Sweet.
54
00:02:03,122 --> 00:02:05,959
Let's follow the trail while
I fill you in, Agent Four Arms.
55
00:02:06,042 --> 00:02:07,794
We've received a strange
audio transmission
56
00:02:07,877 --> 00:02:09,921
from this location
just hours ago.
57
00:02:10,004 --> 00:02:10,964
Take a look.
58
00:02:11,047 --> 00:02:12,298
I'm convinced the subject
59
00:02:12,382 --> 00:02:13,716
in this video
is an alien.
60
00:02:13,800 --> 00:02:15,468
The most notable feature
of this alien is --
61
00:02:15,552 --> 00:02:19,055
He's got a fat, old head.
[ Laughs ]
62
00:02:19,138 --> 00:02:20,890
Ben, that's dumb!
Too late, I said it.
63
00:02:20,974 --> 00:02:23,476
It's in the story.
[ Laughs ]
64
00:02:20,974 --> 00:02:23,476
[ Sighs ] Oh, look.
65
00:02:23,560 --> 00:02:26,688
I think I see
an alien spacecraft.
66
00:02:26,771 --> 00:02:29,691
Careful, there could be
a dangerous life form inside.
67
00:02:29,774 --> 00:02:31,901
Yes,
something to punch.
68
00:02:31,985 --> 00:02:33,361
Hmm. Nope.
69
00:02:33,444 --> 00:02:34,863
Nothing in there.
Oh, well.
70
00:02:34,946 --> 00:02:37,073
Oh, look, footprints!
What?!
71
00:02:37,156 --> 00:02:39,325
I thought this story
had aliens in it.
72
00:02:39,409 --> 00:02:41,244
It does.
Is this about the...
73
00:02:41,327 --> 00:02:43,913
Huh?
74
00:02:41,327 --> 00:02:43,913
...giant head thing
because that was funny.
75
00:02:43,997 --> 00:02:45,999
Hmm?
Let's test this plasma.
76
00:02:46,082 --> 00:02:47,667
Of course,
the second I get near it,
77
00:02:47,750 --> 00:02:49,669
it might jump onto my face,
enter my brain via my tear ducts
78
00:02:49,752 --> 00:02:51,087
and pilot me
like a meat puppet.
79
00:02:51,170 --> 00:02:52,463
Really?!
80
00:02:52,547 --> 00:02:54,257
Ben, I'm trying
to build tension.
81
00:02:54,340 --> 00:02:56,885
And then the alien
does jump into your brain.
82
00:02:56,968 --> 00:02:58,803
No, it doesn't.
Yes, it does.
83
00:02:58,887 --> 00:02:59,888
No, it doesn't.
84
00:02:59,971 --> 00:03:01,389
I test the liquid.
85
00:03:01,472 --> 00:03:03,766
It's amniotic fluid,
almost like it was from...
86
00:03:03,850 --> 00:03:05,351
eggs!
87
00:03:05,435 --> 00:03:06,895
Proof of alien visitors,
88
00:03:06,978 --> 00:03:08,938
and look,
they're -- they're...
89
00:03:09,022 --> 00:03:11,190
Both: Hatching?
Blech!
90
00:03:11,274 --> 00:03:14,277
Wow, they're huge --
big eyes, long fingers.
91
00:03:14,360 --> 00:03:15,612
That's Dark Matter.
92
00:03:15,695 --> 00:03:17,488
You're describing Kevin's alien,
Dark Matter.
93
00:03:17,572 --> 00:03:18,615
Well, fair enough.
94
00:03:18,698 --> 00:03:20,283
[ Groans ]
95
00:03:20,366 --> 00:03:23,119
[ Blows raspberry, laughs ]
96
00:03:23,202 --> 00:03:25,622
Watch this. Watch this.
97
00:03:25,705 --> 00:03:27,540
[ Groans ]
98
00:03:27,624 --> 00:03:28,875
I don't appreciate that.
99
00:03:28,958 --> 00:03:32,587
[ Both grunting ]
Quit it, Ben.
100
00:03:32,670 --> 00:03:34,964
You can't even hit him
'cause -- 'cause...
101
00:03:35,048 --> 00:03:36,299
that's not even
his true form.
102
00:03:36,382 --> 00:03:37,717
He's pure energy now.
103
00:03:37,800 --> 00:03:39,052
No, a fat head.
104
00:03:39,135 --> 00:03:40,470
No, energy.
105
00:03:40,553 --> 00:03:41,638
No, a fat head.
106
00:03:41,721 --> 00:03:42,972
Energy!
107
00:03:41,721 --> 00:03:42,972
Fat head!
108
00:03:43,056 --> 00:03:44,474
Energy!
109
00:03:44,557 --> 00:03:46,559
Aha, you fools!
110
00:03:46,643 --> 00:03:50,146
Now I'm a fat head
of pure energy!
111
00:03:50,229 --> 00:03:52,607
Breath smells terrible.
112
00:03:52,690 --> 00:03:56,069
[ Exhales ]
113
00:03:56,152 --> 00:03:57,779
Ben,
you messed up my story.
114
00:03:57,862 --> 00:04:00,990
Are you kidding?
I made it so much better.
115
00:04:01,074 --> 00:04:02,283
Both: Aah!
116
00:04:02,367 --> 00:04:04,410
I think it's time
for my kind of story --
117
00:04:04,494 --> 00:04:07,038
the kind where everyone
gets along?
118
00:04:07,121 --> 00:04:09,374
♪ In a distant galaxy ♪
119
00:04:09,457 --> 00:04:12,835
♪ Where everything
tastes great ♪
120
00:04:12,919 --> 00:04:15,838
♪ There's no better alchemy ♪
121
00:04:15,922 --> 00:04:20,635
♪ Than baking cookies
and cake ♪
122
00:04:20,718 --> 00:04:22,762
♪ No hero's more savory ♪
123
00:04:22,845 --> 00:04:25,348
♪ Than fearless Pilot Max ♪
124
00:04:25,431 --> 00:04:27,725
♪ The picture of bravery ♪
125
00:04:27,809 --> 00:04:31,354
♪ In a spaceship
made of snacks ♪
126
00:04:31,437 --> 00:04:33,815
Grandpa,
what about me?
127
00:04:33,898 --> 00:04:35,942
♪ Max has a robot friend ♪
128
00:04:36,025 --> 00:04:38,236
♪ Who bakes
brownies perfectly ♪
129
00:04:38,319 --> 00:04:41,656
♪ And her name is
First Mate Gwen ♪
130
00:04:41,739 --> 00:04:42,699
Don't I come too?
131
00:04:42,782 --> 00:04:44,075
Well, sure, you do.
132
00:04:44,158 --> 00:04:46,828
And I'm Jetray.
Whatever you say?
133
00:04:46,911 --> 00:04:49,497
Max and Gwen: ♪ Oh,
the planets have all aligned ♪
134
00:04:49,580 --> 00:04:51,624
♪ To bring us chocolate,
sugar and spice ♪
135
00:04:51,708 --> 00:04:54,502
♪ We'll have brownies
when it's all combined ♪
136
00:04:54,585 --> 00:04:56,921
♪ I just want a villain
to fight ♪
137
00:04:57,005 --> 00:04:58,881
♪ Stardust has
a sugary crunch ♪
138
00:04:58,965 --> 00:05:01,050
♪ And space butter's
softer than silk ♪
139
00:05:01,134 --> 00:05:03,261
♪ I like brownies
with punch ♪
140
00:05:03,344 --> 00:05:06,848
♪ Would you settle
for a glass of...milk? ♪
141
00:05:06,931 --> 00:05:10,893
Both: Milk,
milk, milk, milk, milk.
142
00:05:10,977 --> 00:05:15,773
Brownies without a drink?
That just isn't okay.
143
00:05:15,857 --> 00:05:18,151
Captain,
what do you think?
144
00:05:18,234 --> 00:05:24,407
♪ Next stop --
the Milky Way ♪
145
00:05:24,490 --> 00:05:33,875
♪♪
146
00:05:33,958 --> 00:05:36,085
♪ When was
this map written? ♪
147
00:05:36,169 --> 00:05:38,504
♪ The planets go
on and on ♪
148
00:05:38,588 --> 00:05:41,049
♪ But the ones left here
are bitten ♪
149
00:05:41,132 --> 00:05:44,177
♪ And the rest of them ♪
150
00:05:44,260 --> 00:05:46,054
♪ Are gone ♪
151
00:05:46,137 --> 00:05:49,682
Oh, no, a cosmic entity clad
in purple space dust
152
00:05:49,766 --> 00:05:51,309
is drinking up
the Milky Way.
153
00:05:51,392 --> 00:05:52,810
Why are you doing this?
154
00:05:52,894 --> 00:05:55,730
I'm here to find the greatest
combination of flavors
155
00:05:55,813 --> 00:05:57,190
in the universe.
156
00:05:57,273 --> 00:05:58,608
Well, stop it, please!
157
00:05:58,691 --> 00:06:01,611
Why don't you come up here
and make me?
158
00:06:01,694 --> 00:06:04,572
Oh, you want a fight, huh?
My pleasure.
159
00:06:04,655 --> 00:06:06,657
Ben, Jetray can't breathe
in space.
160
00:06:06,741 --> 00:06:10,286
-How do you know?
-Huh.
161
00:06:10,369 --> 00:06:11,954
Boop! Zap!
162
00:06:12,038 --> 00:06:14,957
Yeah! Yeah! Yeah! Yeah!
163
00:06:15,041 --> 00:06:16,375
[ Laughs ]
164
00:06:16,459 --> 00:06:18,753
Yeah!
165
00:06:18,836 --> 00:06:20,338
-Ha!
-Whoa! No! No!
166
00:06:20,421 --> 00:06:22,423
[ Grunts ]
Ooh!
167
00:06:22,507 --> 00:06:25,218
Now that the appetizer
is out of the way,
168
00:06:25,301 --> 00:06:27,512
what's your ship
made of again?
169
00:06:27,595 --> 00:06:28,888
Inedible garbage?
170
00:06:28,971 --> 00:06:30,056
I'm not picky.
171
00:06:30,139 --> 00:06:31,599
Huh?
172
00:06:33,017 --> 00:06:34,310
Whoa!
173
00:06:34,393 --> 00:06:35,812
Ha! You missed me.
174
00:06:35,895 --> 00:06:38,272
-I wasn't aiming for you.
-Grandpa?
175
00:06:38,356 --> 00:06:39,690
If we don't give him
something better,
176
00:06:39,774 --> 00:06:41,984
he'll consume
the whole ship.
177
00:06:42,068 --> 00:06:43,319
The galaxy brownies.
178
00:06:43,402 --> 00:06:45,822
Eat this!
179
00:06:45,905 --> 00:06:49,534
Whoa,
that's a good brownie.
180
00:06:49,617 --> 00:06:51,619
Later, nerds.
-We did it!
181
00:06:51,702 --> 00:06:54,330
The galaxy is safe!
Mmm! [ Laughs ]
182
00:06:54,413 --> 00:06:57,333
From what?
He's not in space jail.
183
00:06:57,416 --> 00:06:59,502
But he is a prisoner
of fine taste.
184
00:06:59,585 --> 00:07:02,338
Yeah, I'm sure the people
whose planets got ate
185
00:07:02,421 --> 00:07:04,132
are real cool with that.
186
00:07:04,215 --> 00:07:06,551
I'd love to see you come up
with something better.
187
00:07:06,634 --> 00:07:09,595
And I will
'cause it's my turn.
188
00:07:09,679 --> 00:07:11,806
Ben: So it was a normal,
not-wrecked day,
189
00:07:11,889 --> 00:07:14,225
but then Kevin shows up
and wrecks it.
190
00:07:14,308 --> 00:07:16,894
[ As Crystalfist ]
Yo, I'm here to wreck everything
191
00:07:16,978 --> 00:07:19,772
like it's my job or something.
192
00:07:19,856 --> 00:07:21,607
[ As Rath ]
Not so fast, hombre.
193
00:07:21,691 --> 00:07:24,777
[ As Crystalfist ] Oh, no.
Now I'm the one getting wrecked.
194
00:07:24,861 --> 00:07:26,821
[ As Rath ]
Because that's my job.
195
00:07:26,904 --> 00:07:28,906
[ Grunting ]
196
00:07:28,990 --> 00:07:31,534
Oh, no! Kevin is winning
for some reason.
197
00:07:31,617 --> 00:07:32,827
I could use a hand.
198
00:07:32,910 --> 00:07:35,663
[ As Four Arms ]
How about four of them?
199
00:07:35,746 --> 00:07:38,624
[ As Jetray ] Looks like
it's about to rain laser beams.
200
00:07:38,708 --> 00:07:39,750
Hey!
201
00:07:39,834 --> 00:07:42,753
[ Grunting ]
Max and Gwen: Ben!
202
00:07:42,837 --> 00:07:45,548
Stories like this are boring.
It doesn't make sense.
203
00:07:45,631 --> 00:07:48,134
You can't just have a villain
show up with no motivation.
204
00:07:48,217 --> 00:07:50,386
Ben: Ugh, fine.
205
00:07:50,469 --> 00:07:52,930
On the last episode,
our hero was hunting
206
00:07:53,014 --> 00:07:54,432
a city-wrecking monster.
207
00:07:54,515 --> 00:07:57,226
He's tracked him, but he'll need
some masterful advice
208
00:07:57,310 --> 00:08:00,062
from some kind
of advice master.
209
00:08:00,146 --> 00:08:02,398
Master Max,
why are you here?
210
00:08:00,146 --> 00:08:02,398
Just chilling.
211
00:08:02,481 --> 00:08:04,734
Anyway, here's the deal,
your watch and your muscles
212
00:08:04,817 --> 00:08:06,068
won't be enough
to defeat him.
213
00:08:06,152 --> 00:08:07,862
You need to sacrifice
something in return.
214
00:08:07,945 --> 00:08:09,405
I sacrificed time
to get swole.
215
00:08:09,488 --> 00:08:11,741
Yeah, that works.
216
00:08:11,824 --> 00:08:13,576
Hmm,
he's got to be close.
217
00:08:13,659 --> 00:08:16,287
I want to be in the story!
You were in mine.
218
00:08:16,370 --> 00:08:17,580
Uh, well,
what do you want to be?
219
00:08:17,663 --> 00:08:20,208
Cat Gwen! Cat Gwen!
Yeah!
220
00:08:20,291 --> 00:08:21,459
[ Beeping ]
Whoa, hold up.
221
00:08:21,542 --> 00:08:23,169
I'm getting major readings
nearby.
222
00:08:23,252 --> 00:08:24,879
Both: Huh? Kevin!
223
00:08:24,962 --> 00:08:26,214
You're in for it now.
224
00:08:26,297 --> 00:08:27,840
Now all my training
will pay off.
225
00:08:27,924 --> 00:08:30,509
Oh, no.
He's using that.
226
00:08:30,593 --> 00:08:32,303
Ya!
227
00:08:32,386 --> 00:08:35,556
His transformation is having
some kind of effect on me!
228
00:08:35,640 --> 00:08:37,558
Ah!
229
00:08:37,642 --> 00:08:39,393
[ Roars ]
230
00:08:39,477 --> 00:08:41,646
Gwen:
Wait, something is different
about Kevin this time.
231
00:08:41,729 --> 00:08:44,357
Has he lost control
of his own powers, huh?
232
00:08:44,440 --> 00:08:46,108
Ah!
What incredible speed!
233
00:08:46,192 --> 00:08:47,818
But he is
not so fast.
234
00:08:47,902 --> 00:08:49,695
[ Grunting ]
235
00:08:49,779 --> 00:08:51,072
I cannot beat him
in this form.
236
00:08:51,155 --> 00:08:53,658
I guess I'll have to use
my final form. Ha!
237
00:08:53,741 --> 00:08:56,869
Huh?
238
00:08:53,741 --> 00:08:56,869
Kevin, your aliens
look really silly.
239
00:08:56,953 --> 00:08:58,955
So it's true -- somehow,
Kevin's powers
240
00:08:59,038 --> 00:09:00,581
are being affected
by Ben's Omnitrix.
241
00:09:00,665 --> 00:09:03,459
It doesn't matter.
I'll still destroy you.
242
00:09:03,543 --> 00:09:06,629
[ Grunting ]
243
00:09:06,712 --> 00:09:10,216
♪♪
244
00:09:10,299 --> 00:09:11,968
Uh, he's strong.
245
00:09:12,051 --> 00:09:14,679
I guess I'll have to use
my final final form.
246
00:09:14,762 --> 00:09:22,562
♪♪
247
00:09:22,645 --> 00:09:24,772
Yah!
248
00:09:24,855 --> 00:09:26,565
[ Grunting ]
249
00:09:30,736 --> 00:09:32,321
Aah!
250
00:09:32,405 --> 00:09:33,990
Aah!
251
00:09:45,251 --> 00:09:48,170
Transforming and time out
at the same time? Really?
252
00:09:48,254 --> 00:09:49,338
You don't get it.
253
00:09:49,422 --> 00:09:50,631
Our watches have
somehow been linked.
254
00:09:50,715 --> 00:09:52,633
I have no control over it
anymore,
255
00:09:52,717 --> 00:09:54,135
so unless your watch
doesn't exist,
256
00:09:54,218 --> 00:09:56,429
I'm stuck transforming
without any control.
257
00:09:56,512 --> 00:09:58,681
Ben: I've had this watch
for as long as I can remember.
258
00:09:58,764 --> 00:10:00,182
Ben, what do we do?
259
00:10:00,266 --> 00:10:01,600
What Master Max said.
260
00:10:01,684 --> 00:10:03,019
But then
you'll lose your power.
261
00:10:03,102 --> 00:10:05,146
Yeah, but I'll still
be a hero.
262
00:10:05,229 --> 00:10:06,522
-[ Gasps ]
-Gasp!
263
00:10:06,605 --> 00:10:08,024
Aah!
264
00:10:08,107 --> 00:10:09,692
Huh?
265
00:10:09,775 --> 00:10:11,736
Huh! Aah!
266
00:10:11,819 --> 00:10:12,987
[ Munching ]
267
00:10:13,070 --> 00:10:15,197
Did you just solve that
without punching?
268
00:10:15,281 --> 00:10:19,118
[ Sobbing ]
Why am I such a good person?
269
00:10:19,201 --> 00:10:20,703
So what happens next,
Ben?
270
00:10:20,786 --> 00:10:22,663
Right, so anyway,
naturally,
271
00:10:22,747 --> 00:10:25,541
the blast sent Kevin
flying back into a pit.
272
00:10:25,625 --> 00:10:27,043
Falling in the pit!
273
00:10:27,126 --> 00:10:29,045
But I saved him
just in time.
274
00:10:29,128 --> 00:10:30,212
[ Blows raspberry ]
275
00:10:30,296 --> 00:10:32,340
Still wanted
to punch him though.
276
00:10:32,423 --> 00:10:35,384
[ Grunting ]
277
00:10:35,468 --> 00:10:36,761
You did it!
278
00:10:36,844 --> 00:10:38,554
Yeah, and despite
our differences,
279
00:10:38,637 --> 00:10:40,639
Kevin could probably
join our team,
280
00:10:40,723 --> 00:10:44,560
but Kevin is too cool,
and I'm a big nerd.
281
00:10:44,644 --> 00:10:45,770
Uh, what?
282
00:10:45,853 --> 00:10:47,897
Kevin 11: Suddenly,
Kevin's watch comes back
283
00:10:47,980 --> 00:10:50,232
because he would have
just made a new one anyway.
284
00:10:50,316 --> 00:10:52,902
Hey! Whoa!
285
00:10:50,316 --> 00:10:52,902
Then he'd rub it
in Ben's big goofy face.
286
00:10:52,985 --> 00:10:54,820
Ben: This isn't how
it's supposed to go!
287
00:10:54,904 --> 00:10:56,447
Ugh, no.
[ Laughs ]
288
00:10:56,530 --> 00:10:58,657
Kevin, how did you
even get here?
289
00:10:58,741 --> 00:10:59,742
Ugh!
Whoa!
290
00:10:59,825 --> 00:11:01,035
Hey!
291
00:11:03,162 --> 00:11:08,751
♪♪
292
00:11:08,834 --> 00:11:14,382
♪♪
293
00:11:14,465 --> 00:11:16,801
I sacrificed time
to get swole.