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.