>> Ben: ALBEDO!
STAY BACK, ROOK!
TAKE A LOOK AROUND, KHYBER.
YOUR BUDDY ALBEDO HERE LOST.
YOU'VE LOST.
>> Albedo: [ CACKLES ] SHOW THEM!
SHOW THEM WHY IT IS THEY WHO HAVE LOST!
>> Khyber: STAY BACK.
YOUR LITTLE OLD GALVAN WOULDN'T HOLD UP TO ANY ROUGH PLAY.
>> [ SIGHS ] ALBEDO, THIS IS JUST THE SORT OF
THING THAT GOT YOU FIRED.
>> Albedo: [ GRUNTS ] >> Ben: WHAT'S THE GAME PLAN,
AZMUTH?
THE SMARTEST GUY IN THE GALAXY MUST HAVE A THOUSAND CONTINGENCY
PLANS IN PLACE.
>> CONTINGENCY PLANS?
WHO HAS TIME TO WORRY ABOUT THAT NONSENSE?
HURRY UP AND EXTRICATE ME!
>> Khyber: [ WHISTLES ] >> [ GROWLING ]
>> Max: [ GRUNTS ] >> Rook: [ GRUNTS ]
>> Ben: [ GRUNTS ] >> Max: WHAT THE?!
>> Ben: THEY'RE DITTO PREDATORS.
>> Albedo: FIRST THINKER, I KNOW YOU'RE WONDERING WHY I'VE
BROUGHT YOU HERE.
>> IF YOU'RE GOING TO GO INTO DETAIL, FOR GOODNESS' SAKE, BE
BRIEF.
>> Albedo: FINE.
BRIEFLY, I HAVE BUILT A CEREBRAL VORTEX.
I SHALL DRAIN OFF AZMUTH'S MENTAL ABILITIES AND USE THEM TO
AUGMENT MY OWN ULTIMATE GALVAN MIND.
WHY, WITH MY HYPER-EVOLVED BRAIN COMBINED WITH AZMUTH'S...
>> Ben: YOU'LL BE ABOUT AS SMART AS AZMUTH.
>> I'M AFRAID YOU HAVEN'T THOUGHT THIS THROUGH THOROUGHLY.
>> Albedo: DON'T TALK DOWN TO ME, FIRST THINKER.
OH.
AND I WASN'T FIRED.
I QUIT!
>> [ GROANING ] >> ♪ BEN 10 ♪
>> ♪ BUT WHEN YOU NEED A SUPERHERO, HE GETS THE JOB
DONE ♪ >> ♪ BEN 10 ♪
>> ♪ WITH A DEVICE THAT HE WEARS ON HIS ARM ♪
>> ♪ HE CAN CHANGE HIS SHAPE AND SAVE THE WORLD FROM HARM ♪
>> ♪ WHEN TROUBLE'S TAKING PLACE ♪
>> ♪ HE GETS RIGHT IN ITS FACE ♪ >> ♪ BEN 10 ♪
>> ♪ WHEN LIVES ARE ON THE LINE ♪
>> ♪ IT'S HERO TIME ♪ >> ♪ BEN 10 ♪
Hello? Is anybody out there?
>> Albedo: THE TRANSFER WORKED!
NOW, WATCH AS I MAKE AZMUTH'S INTELLIGENCE MINE.
>> Ben: AZMUTH?
>> Khyber: [ CHUCKLES ] NOW, WHO WANTS A TREAT?
>> [ ROARS ] >> Max: [ GRUNTS ]
HIS BODY'S STILL ALIVE.
>> [ ROARS ] >> Rook: [ GRUNTING ]
[ BEEP ] >> Albedo: [ GRUNTS ]
KHYBER! THE BRAIN!
>> [ ROARS ] [ OMNITRIX POWERS DOWN ]
>> [ CHUCKLING ] >> Ben: AZMUTH!
YOU'RE...OKAY?
>> [ CHUCKLES ] PULL MY FINGER.
>> Max: NO, BEN.
THAT'S NOT AZMUTH TALKING -- JUST HIS PRE-BRAIN.
>> Rook: GALVANS HAVE A SECONDARY BRAIN THAT HANDLES
BASIC BODILY FUNCTIONS.
>> Ben: YEAH, HOW BASIC ARE WE TALKING HERE?
>> Max: IT MAKES BLUKIC AND DRIBA LOOK LIKE GENIUSES.
>> PBHT! PBHT!
>> Ben: [ LAUGHS ] I KIND OF LIKE THIS GUY.
>> Arctiguana: GIVE ME THAT BRAIN!
>> [ ROARS ] >> Ben: [ GRUNTS ]
[ GRUNTS ] [ DOOR WHIRS ]
>> [ GROANS ] [ CLANKING ]
>> Ben: HEY, AZMUTH IS BEATING HIS HEAD AGAINST A WALL.
Do you think he's trying to tell us something?
>> Rook: YES -- THAT HIS BRAIN IS MISSING.
>> Max: STAY PUT UNTIL WE GET THERE, BEN.
AND KEEP AZMUTH OUT OF TROUBLE UNTIL WE CAN FIX HIM.
>> Ben: Maybe he knows how to rebrain himself.
I'll set him next to this lab stuff and see what he does.
[ COMMUNICATOR BEEPS ] GO ON, BUDDY. MAKE ME PROUD.
[ CLANKING ] [ MACHINE BEEPS ]
>> SELF-DESTRUCT SEQUENCE ARMED.
[ TIMER BEEPS ] PRESS BUTTON TO PROCEED.
>> Both: OHHH!
>> Max: Ben!
>> Rook: Please -- do not press anything!
>> AWESOME.
[ ALARM BLARING ] >> SELF-DESTRUCT SEQUENCE
ACTIVATED.
OVERLOAD IMMINENT.
>> Ben: WHAT -- NO COUNTDOWN?!
[ BLARING CONTINUES ] >> Albedo: WHAT'S GOING ON?
AAH!
>> [ GROWLS ] [ DOOR BUZZES ]
>> Ben: IT WASN'T ME!
IT WAS AZMUTH!
>> Rook: WHILE YOU WERE SUPERVISING HIM.
>> Ben: [ GRUNTS ] ALMOST HOME, BUDDY.
WE'LL GET YOUR SMARTS BACK.
I GUESS WE HAVE TO.
>> [ BELCHES ] EXCUSE YOU!
>> Ben: [ LAUGHS ] GOOD ONE.
>> [ Clears throat ] Since my mind has been offline
for some time, I assume that Ben Tennyson has rescued me and
is trying to build a cerebral vortex to restore me.
>> Ben: WOW. GOOD GUESS.
>> Let me walk you through the procedure.
You'll need four A.U.s of superfine nucleitized carbon
filament, 15 scolometric ligatures, a pair of scissors --
Write this down! It's critical!
>> Rook: DO YOU NEED A PEN?
>> Ben: NAH.
IT'S JUST AZMUTH'S USUAL "BLAH BLAH BLAH."
BUT THIS GUY -- I COULD SIT DOWN AND HAVE A SMOOTHIE WITH HIM.
>> Max: BEN, THE BRAIN IS GOING BACK.
[ RUMBLING ] >> [ GROANS ]
>> Rook: KHYBER!
>> Ben: THIS CALLS FOR SOME ASTRODACTYL.
[ BEEP ] >> Cannonbolt: WHY DO I EVEN
BOTHER CALLING THEM OUT ANYMORE?
[ GRUNTS ] >> Albedo: FOCUSING THE TRACTOR
BEAM.
>> Cannonbolt: [ GRUNTING ] [ ENGINE SPUTTERS ]
[ OMNITRIX POWERS DOWN ] >> Ben: [ PANTING ]
DUDE!
>> Rook: "DUDE," INDEED.
BUT I BURNED OUT OUR ENGINE.
WE ARE DEAD IN THE WATER.
>> Max: ALL-BASE PLUMBER ALERT.
OUR SHIP IS DISABLED AND UNDER FIRE.
MAYDAY! MAYDAY!
>> Ben: TICKTOCK, ROOK!
>> Rook: WHAT IS THAT SUPPOSED TO MEAN?
>> Ben: YOU KNOW -- THE SOUND A CLOCK MAKES.
>> Rook: WHAT CLOCK?
>> Ben: ANY CLOCK!
YOU KNOW -- TICKTOCK?
>> Rook: I HAVE NEVER HEARD A CLOCK MAKE THAT NOISE.
MISS TENNYSON! KEVIN!
>> Kevin: WE JUST HAPPENED TO BE IN THE NEIGHBORHOOD.
>> Gwen: ASTRONOMY PAPER.
IT'S HARD TO BOOK TIME ON THE SCHOOL'S TELESCOPE.
>> Albedo: RETREAT!
>> Khyber: NO!
OUR QUARRY WILL BURN!
>> Albedo: LET THEM.
WE WILL RETRIEVE THE BRAINSPHERE FROM THE WRECKAGE.
>> Max: WE'RE STILL COMING IN TOO HOT!
>> Gwen: [ GRUNTS ] >> Gravattack: [ GRUNTS ]
[ BOTH COUGH ] >> DADDY?
>> Albedo: THIS IS BECOMING TEDIOUS.
>> Gravattack: HEY, YOU'RE WELCOME TO STOP HASSLING US
ANYTIME.
>> Albedo: THE BRAINSPHERE, TENNYSON.
>> Gravattack: OH.
YOU MEAN THIS LITTLE THING?
>> Albedo: [ GROWLS ] [ WARBLING ]
[ GRUNTS ] >> Gravattack: HA!
>> Albedo: UH...UH...UH-OH!
WHOA-OH-OH-OH-OH!
WHOA-UH-OH-OH-OH-OH-OHHHHHH!
>> Gravattack: OW!
OW! HEY, COME ON!
NO FAIR CHANGING YOUR MASS!
[ OMNITRIX POWERS DOWN ] >> Ben: [ GRUNTS ]
>> Gravattack: LET'S SEE HOW YOU LIKE IT.
>> Ben: UH -- AAH!
[ GRUNTING ] >> Max: [ PANTING ]
>> MOMMY?
>> Gwen: HEY!
[ GRUNTING ] >> [ PURRS ]
[ GROWLS ] >> Khyber: WHY, HELLO, YOU
TRAITOROUS OLD MUTT.
>> Kevin: YOU DON'T FEED YOUR PETS MUCH, HUH?
[ GRUNTS ] >> Khyber: IF YOU FEED HIM,
YOU'LL DULL HIS HUNTING INSTINCT.
>> Kevin: ZED'S A GIRL, YOU JERK.
>> [ BARKING ] >> Khyber: [ WHISTLES ]
>> [ ROARS ] >> Ben: AAH! AAH!
>> Gravattack: GIVE ME AZMUTH'S BRAIN!
>> Ben: AAH!
[ CLUNK ] >> Gravattack: FINALLY!
>> Ben: [ GROANS ] >> [ GROWLS ]
>> [ BARKING ] >> Khyber: COWARD.
>> Kevin: GOOD GIRL!
>> Gwen: HUH?
UGH!
IS THERE ANYTHING HE CAN PLAY WITH BESIDES MY GLASSES?
>> Khyber: I AM NO MAN'S QUARRY!
I WILL NOT BE CAGED LIKE AN ANIMAL!
>> Gwen: YOU THINK THIS IS BAD?
YOU'RE GONNA HATE THE NULL VOID.
>> Ben: WHERE'S ALBEDO TAKING AZMUTH?
>> Khyber: [ WHISTLES ] >> [ GROWLS ]
[ BEEP ] [ GROWLING ]
>> Upchuck: [ BELCHES ] TOP OF THE FOOD CHAIN, BABY!
UPCHUCK DOESN'T HAVE A NATURAL PREDATOR.
[ STOMACH GURGLES ] [ GROANING ]
WHAT'S HAPPENING?
OH, NO!
>> Khyber: I TOLD YOU THERE IS MORE TO THIS NEMETRIX THAN YOU
KNOW -- ONE OF THE ADVANTAGES OF MY ALLIANCE WITH ALBEDO.
>> [ GROWLS ] >> Khyber: IT IS NO LONGER
LIMITED TO NATURAL PREDATORS.
SEE HOW YOU DO AGAINST AN ULTIMATE PANUNCIAN.
>> Upchuck: HE LOOK HUNGRY.
[ OMNITRIX POWERS DOWN ] >> [ GROWLS ]
[ ROARS ] >> Gwen: [ GRUNTS ]
[ GROANS ] [ BEEP ]
>> Kevin: BEN?
>> BLAH BLAH-BLAH.
BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH, BLAH.
[ GRUNTS ] [ BEEP ]
>> Pesky Dust: [ GROANS ] AH, MAN! LAME ALIEN!
>> Khyber: NO. NOT A NEMUINA.
STAY BACK!
>> Pesky Dust: I MEAN...
[ TRILLS ] ...YOU'RE IN TROUBLE NOW.
TELL ME WHERE ALBEDO WENT, OR THIS GUY WILL...
[ TRILLS ] ...DO WHAT THIS GUY DOES.
[ TRILLING ] >> Khyber: [ GASPING ]
[ SNORES ] >> Max: I'M PROUD OF YOU KIDS.
YOU ALL DID YOUR PART -- BEN, GWEN, KHYBER.
>> Gwen: YEAH.
WE NEVER COULD'VE CAUGHT VILGAX WITHOUT YOU.
>> Ben: YOU'RE THE BEST BFF EVER.
>> Khyber: OH.
DO I GET A TROPHY?
>> Pesky Dust: OOH!
LOOKS LIKE I'M RUNNING KHYBER'S DREAM.
NI-I-I-I-I-I-CE!
[ TRILLS ] >> Max: HERE YOU GO, CHAMP.
AND THERE'S MORE WHERE THAT CAME FROM.
ALL YOU HAVE TO DO IS TELL US WHERE ALBEDO IS TAKING AZMUTH'S
BRAIN.
>> Ben: YEAH. YOU CAN TELL US.
>> Gwen: WE'RE ALL ON THE SAME TEAM.
>> Khyber: THINK LIKE A GALVAN, GUYS.
IF YOU'RE GONNA BUILD A CEREBRAL, UH, WHATCHIMAHOOZIE,
YOU NEED A FULLY STOCKED LABORATORY.
DUH!
[ GASPING ] [ OMNITRIX POWERS DOWN ]
>> Ben: HE'S IN A LAB SOMEWHERE.
DUH!
>> Gwen: [ GRUNTS ] A LOT OF TEETH COMING!
>> Rook: RUN!
>> [ ROARS ] >> Rook: [ GRUNTS ]
>> [ ROARS ] >> Kevin: [ GRUNTS ]
>> [ ROARING ] >> Gwen: DO SOMETHING, BEN!
[ BEEP ] >> Kevin: [ GRUNTING ]
>> [ YOWLS ] [ OMNITRIX POWERS DOWN ]
>> Max: "ULTIMATE," MY FOOT.
>> Khyber: [ SCOFFS ] >> Rook: I CAN ONLY THINK OF TWO
LABORATORIES ON EARTH THAT WOULD HAVE THE MATERIAL TO BUILD A
CEREBRAL VORTEX.
>> Max: THE LAB AT PLUMBER HQ.
OR...
>> Ben: BILLIONS TOWER!
>> Albedo: IT DOESN'T TAKE A GENIUS TO TELL YOU THAT YOU'RE
TOO LATE.
[ LAUGHS EVILLY ] >> Albedo: [ LAUGHS EVILLY ]
WITH MY ULTIMATE, EVOLVED, SUPERLATIVE BRAIN, I SHALL MAKE
THE UNIVERSE PERFECT.
DO YOU STILL THINK I'M A FREAK SHOW?
>> Ben: WITH THAT REALLY HUGE HEAD GETTING EVEN BIGGER?
N-O-O-O-O-O-O.
>> Gwen: [ GRUNTS ] UNGH!
>> Albedo: AND THEY CALL YOU THE SMART ONE.
>> Kevin: SHE IS THE SMART ONE, MELON HEAD.
AAH!
>> Albedo: CALL ME PRIME THINKER, YOU TROGLODYTE!
>> Gwen: AAH!
>> Kevin: CAN'T MOVE!
[ ALL GRUNTING ] >> Albedo: AZMUTH'S ADDED
BRAINPOWER GIVES ME MUCH FINER CONTROL OVER MY ABILITIES.
AND I CAN FEEL MYSELF GETTING EVEN SMARTER.
[ LAUGHS EVILLY ] >> Ben: SMART ENOUGH TO ACT LIKE
A GROWN-UP?
>> Albedo: SMART ENOUGH TO -- [ ENERGY CRACKLES ]
NO!
NOW I SEE THE UNIVERSE FOR WHAT IT IS.
WE ARE ALL DUST, BOUND BY ONE ENORMOUS UNIVERSAL FORCE.
NO. NOT UNIVERSAL.
NOT EVEN MULTIVERSAL.
THIS OMNIVERSAL FORCE CONTINUES FOREVER, IN EVERY DIRECTION
THROUGH EVERY REALITY.
MY LUST FOR POWER, MY JEALOUSY OF AZMUTH -- IT ISN'T JUST EVIL.
ULTIMATELY, IT'S POINTLESS.
I COULD NEVER TRULY DESTROY YOU.
YOU WOULD ONLY HAVE NOT BEEN NOT UNEXISTENT IN WHAT COULD HAVE
NOT NOW BEEN THE PAST, PRESENT, AND PARTIAL FUTURE.
TO TEAR DOWN AND TO DESTROY IS OF NO CONSEQUENCE OR QUALITY.
TO CREATE IS DIVINE.
>> EE!
[ BEEP ] MAMBO!
♪ DIGGITY-DIGGITY ♪ ♪ DIGGITY-DIGGITY ♪
OOPSIES!
>> Albedo: TO THINK THIS IS HOW AZMUTH ALWAYS SEES THINGS...
THERE'S SO MUCH TO BE DONE.
IF ONLY I HAD THE TIME.
>> Bloxx: TOO BAD YOU COULDN'T HAVE YOUR LITTLE INSIGHT WITHOUT
STEALING A BRAIN.
'CAUSE YOU SURE CAN'T KEEP IT.
THIS ONE?
[ ALL AGREEING ] >> Albedo: NO!
MY UNDERSTANDING IS SLIPPING AWAY!
[ GRUNTS ] YOU TRICKED ME.
YOU -- YOU ALLOWED ME TO GLIMPSE MY OWN FOLLY.
[ ALL SCREAM ] >> YEE-HAW!
>> Humungousaur: BUT NOW, WITHOUT THE SHACKLES OF
ENLIGHTENMENT, YOU WILL KNOW THE VENGEANCE OF ALBEDO!
>> [ GRUNTS ] >> Humungousaur: [ GRUNTS ]
>> Bloxx: UNH!
>> Humungousaur: [ ROARS ] RIDDING MYSELF OF YOU WILL BE
NOTHING MORE THAN SWATTING AT A BUG!
[ GRUNTS ] >> [ LAUGHS ]
[ OMNITRIX POWERS DOWN ] >> Humungousaur: AND YOUR WORLD
IS CRAWLING WITH EVEN WEAKER BUGS.
I'LL MAKE AN EXAMPLE OF THEM.
[ BEEP ] >> Ben: HERE.
YOU'RE HAVING BETTER LUCK WITH IT THAN ME.
>> I AM NO BUG.
I AM...UH...
>> UH...ATOMIX!
>> Atomix: YES! ATOMIX!
>> Humungousaur: [ GROWLS ] >> Atomix: YAA-MEE-NA,
HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA, HA!
>> Humungousaur: UNH!
>> PBHT!
OOH!
>> Atomix: GRANDFATHER, KEEP HIM SAFE.
>> Max: [ LAUGHS ] AZMUTH --
[ LAUGHS ] QUI-- HEY! QUIT THAT.
>> Spidermonkey: [ GRUNTING, SCREECHING ]
[ WHIRRING ] >> Atomix: [ GRUNTS ]
AH, FISSILE WHISTLE!
>> Spidermonkey: [ GRUNTS ] UNH!
>> Atomix: MM, COUSIN, SHIELD THE OTHERS!
[ ALL SCREAM ] HAA-MEE-NA, HAA-MEE-NA,
HAA-MEE-NA!
NUCLEAR WINNER!
>> Spidermonkey: [ GROANS ] [ OMNITRIX POWERS DOWN ]
>> Gwen: JUST SO YOU KNOW, WE ALMOST PASSED OUT FROM THE
ALTITUDE.
>> Ben: SORRY. NEW ALIEN.
>> Kevin: BUT AWESOME ALIEN!
>> Max: [ GRUNTS ] >> Rook: LET US GET AZMUTH'S
BRAIN BACK BEFORE ALBEDO WAKES UP.
>> Ben: AZMUTH? BUDDY?
PULL MY FINGER?
>> DON'T BE INFANTILE.
>> Ben: YOU KNOW, YOU'D STILL BE THE SMARTEST GUY IN 17 GALAXIES
IF YOU LIGHTENED UP.
>> FIVE GALAXIES.
WHY IS THAT DIFFICULT TO REMEMBER?
>> Ben: WHATEVER.
BUT AS LONG AS YOUR BRAIN IS BACK, I HAVE A QUESTION.
WITH THE OLD OMNITRIX CONTROLS, I GOT WHATEVER ALIEN I WANTED
PRACTICALLY EVERY TIME.
IF YOU'RE SUCH A GENIUS, HOW COME --
>> I AM A GENIUS.
BUT I EXPECTED MORE DEXTERITY OUT OF THOSE FAT FINGERS OF
YOURS.
>> Ben: THEY LOOK OKAY TO ME.
>> THEN STOP BANGING SO HARD ON MY OMNITRIX.
THE IMPACT SETS THE TIME-OUT FUNCTION TO A RANDOM --
HELLO.
[ DEVICE BEEPS ] CLEVER DEVICE.
LOOKS LIKE IT COULD RUN FOREVER.
[ DEVICE BEEPS ] WELL, CALL IF YOU THINK --
UH, MAX, CALL IF YOU THINK IT'S IMPORTANT.
>> Ben: HE'S BACK.
>> Albedo: [ GROANS ] >> Rook: AND I WILL BE SEEKING
RESTITUTION.
I JUST HAD MY Proto-TRUK OVERHAULED.
>> REPORTS FROM THE DOCKS JUST IN.
I'M SORRY, SIR -- NO SIGN OF KHYBER OR HIS PET.
>> Ben: SO WE'RE SHORT A BAD GUY.
>> Max: NEXT TIME.
>> Albedo: MY STABILIZER!
SOMETHING'S NOT -- NO!
[ DEVICE BEEPING ] [ DEVICE WHIRS ]
NO! NOT THIS AGAIN!
>> Gwen: YOU DON'T THINK THIS IS AZMUTH'S DOING?
>> Ben: DEFINITELY.
>> Albedo: THE IRRATIONAL IMPULSES!
THE HORMONES!
THE DISGUSTING FRIED-FOOD CRAVINGS!
WHAT COULD BE WORSE THAN BEING TRANSFORMED INTO A 16-YEAR-OLD
BEN TENNYSON?!
[ BEEP ] [ Higher voice ] AW, MAN!
[ CRYING ] >> ♪ BEN 10 ♪
♪ BEN 10 ♪ ♪ BEN 10 ♪