[ ENGINE REVVING ]
Ben: [ SNORING ]
[ THUNDER CRASHES ] HA-- WHA-- WHO -- WHAT WAS THAT?
Kevin: RELAX, HERO.
YOU FELL ASLEEP.
Ben: I'M NOT ASLEEP.
Gwen: WELL, YOU SHOULD BE.
HOW MANY ALL-NIGHTERS DID YOU SAY YOU PULLED IN A ROW?
Ben: TWO.
OKAY, THREE.
MAYBE FOUR.
ANYWAY, I'M GOOD FOR ANOTHER ONE.
[ YAWNS ]
Kevin: WELL, THAT MAKES ONE OF US.
I'M DROPPING YOU OFF, AND I'M GOING HOME TO MY BED.
Ben: BUT THERE'S PROBABLY ALIENS OUT THERE -- YOU KNOW,
FOREVER KNIGHTS, SOMETHING.
Kevin: WHY ARE YOU SO AGAINST SLEEPING?
Ben: I'M NOT.
LET'S GO TO MR. SMOOTHY'S.
Gwen: HE'S BEEN HAVING NIGHTMARES.
Ben: GWEN!
Kevin: TELL YOU WHAT -- I'LL LOAN YOU A NIGHT-LIGHT.
THAT'LL KEEP THE BOOGEYMAN AWAY.
Ben: I'M NOT AFRAID OF THE DARK.
Kevin: GOOD. THEN GET OUT.
I STILL GOT TO TAKE YOUR COUSIN HOME BEFORE HER FOLKS GO INTO
FULL MELTDOWN.
Gwen: GET SOME SLEEP, BEN.
[ THUNDER CRASHING ]
jNOTHING TO BE AFRAID OF.
[ THUNDER CRASHES ]
[ THUNDER CRASHING ]
[ COMPUTER BEEPS ]
Ben: [ SNORING ]
[ WHOOSH! ]
[ GLASS SHATTERS ]
[ GRUNTS ]
WHAT WAS --
[ BEEP ] lJetray: JET-- [ GRUNTS ]
[ ELECTRICITY BUZZES ] [ LAUGHS EVILLY ]
Jetray: WELL, THAT DIDN'T WORK, SO HOW ABOUT A MORE DIRECT
APPROACH?
[ WHOOSH! ]
WHERE'D HE GO?
[ THUNDER CRASHES ]
[ ELECTRICITY CRACKLING ]
WHAT...IS THAT?
[ GROANS ] WHERE HAVE YOU TAKEN ME?
Kevin: WELCOME TO LOS SOLEDAD, ABANDONED
TOP-SECRET RESEARCH LAB AND GATEWAY TO NOWHERE.
Ben: I'M BEN TENNYSON.
DIDN'T GET A CHANCE TO INTRODUCE MYSELF EARLIER, WHAT WITH THAT
WHOLE ATTACKING-ME THING YOU DID.
OH.
I KNOW WHO YOU ARE.
YOU'RE THE ONE WHO HELPED AGGREGOR RECAPTURE MY FRIENDS --
BIVALVAN, P'ANDOR, ANDREAS, GALAPAGUS.
HE HAS THEM ALL NOW.
Ben: WHOA.
CALM DOWN, SPARKY.
MY NAME IS RA'AD.
Ben: OKAY, FINE.
RA'AD, YOUR FRIENDS ARE ALL SAFE.
THE PLUMBERS TOOK THEM BACK TO THEIR HOME PLANETS.
WRONG!
YOU LED AGGREGOR RIGHT TO THEM, AND THE PLUMBERS' SAD FATE IS
ALSO ON YOUR HANDS.
Ben: AGGREGOR?
Gwen: GALAPAGUS TOLD US ABOUT HIM, REMEMBER?
HE'S THE GUY THOSE ALIENS WERE HIDING FROM.
Kevin: HE CAN ABSORB THINGS JUST LIKE ME.
AND YOU ARE WONDERING, KEVIN LEVIN, IF AGGREGOR IS AN
OSMOSIAN ALSO JUST LIKE YOU.
Kevin: HOW'D YOU KNOW WHAT I WAS THINKING?
I AM AN AMPERI.
WE ARE MASTERS OF THE ELECTROMAGNETIC SPECTRUM.
YOUR THOUGHTS ARE BUT ELECTRIC PULSES.
I CAN READ THEM WITH EASE.
Gwen: KEVIN, IF AGGREGOR IS LIKE YOU...
HE IS.
LIKE ALL OSMOSIANS, AGGREGOR CAN ABSORB MATTER, ENERGY, OR THE
POWERS OF ANY LIVING CREATURE.
Ben: ALL RIGHT, MIND-READER.
WHAT'S AGGREGOR'S PLAN?
WHEN HE CATCHES ME, HE WILL ABSORB MY POWERS AND THOSE OF
THE OTHER FOUR PRISONERS.
THAT COMBINATION WILL MAKE HIM THE MOST POWERFUL BEING IN THIS
GALAXY.
Ben: THEN WE CAN'T LET THAT HAPPEN.
WORK WITH US, RA'AD.
HELP US STOP HIM.
A MOST GENEROUS OFFER.
I ACCEPT.
Kevin: AND YOU ARE TRUSTING HIM WHY?
Ben: BECAUSE HE KNOWS HOW AGGREGOR OPERATES AND BECAUSE WE
DON'T HAVE A LOT OF TIME.
[ BEEP ] WE CERTAINLY DON'T.
All: AAAAH!
I READ YOUR MINDS.
IF IT CAME TO IT, YOU'D TURN ME IN TO SAVE YOURSELVES.
Ben: [ GRUNTS ] YOU'RE WRONG!
Gwen: WE WOULDN'T!
Kevin: BUT I'D REALLY FEEL BAD ABOUT IT!
I REST MY CASE.
Ben: [ GRUNTS ] [ BEEPING ]
UNCATALOGED DNA DETECTED.
YOU SEE?
THAT IS HOW AGGREGOR FOUND THE OTHERS.
HE USED THAT ULTIMATRIX OF YOURS AS A HOMING DEVICE!
BUT THIS TIME I WILL DESTROY IT BEFORE HE FINDS ME --
[ WHOOSHING ]
Ben: [ GRUNTS ]
Gwen: BEN?
TALK TO ME, BEN.
Ben: [ COUGHS ] WHERE'S RA'AD?
Gwen: HE'S GONE.
[ ULTIMATRIX CRACKLING ] Kevin: AND I THINK HE MESSED
UP YOUR WATCH.
Ben: [ SIGHS ] THAT'S GREAT.
THINGS CANNOT GET ANY WORSE.
[ RUMBLING ]
Aggregor: OH, YES, THEY CAN.
[ CLICKING ] Ben: IT'S NOT WORKING.
Gwen: KEEP TRYING.
WE'LL STALL.
WELCOME TO LOS SOLEDAD.
HOW MAY WE HELP YOU?
Aggregor: I HAVE COME FOR RA'AD.
Kevin: WHO?
Aggregor: RA'AD, THE RUNAWAY -- MY PRISONER.
Gwen: HMM.
DO YOU KNOW ANYBODY NAMED RA'AD?
Kevin: NO.
DOESN'T RING A BELL.
Aggregor: PERHAPS THIS WILL REFRESH YOUR MEMORY.
Ben: BOY, I HOPE THAT'S NOT ONE OF THOSE ALIEN PROBES YOU
READ ABOUT.
Aggregor: [ GRUNTS ]
[ CRACKING ]
Gwen: BEN, ANYTIME YOU WANT TO JUMP IN.
Ben: IT WON'T...TURN...ON!
[ GRUNTING ]
Kevin: STAY PUT.
AAH!
Aggregor: YOU'RE OUT OF YOUR DEPTH, HATCHLING.
Kevin: LOOK, YOU DON'T SCARE ME.
I'M AN OSMOSIAN JUST LIKE YOU.
Aggregor: NO, NOT LIKE ME.
NOT EVEN CLOSE.
Kevin: [ GRUNTS ]
AAH!
Gwen: STAY AWAY FROM HIM!
[ GRUNTING ]
[ GASPS ]
[ CLICKING ] [ BEEP ]
Ben: IT'S ABOUT TIME.
AMPERI, AMPERI -- AMPERI?
THAT'S IT?
OKAY.
IT'LL HAVE TO DO.
[ BEEP ]
AmpFibian: AMPFIBIAN!
Aggregor: [ GRUNTS ]
ACTUALLY, NOW THAT YOU'VE BECOME
AN AMPERI, I CAN USE YOU TO COMPLETE MY COLLECTION.
Gwen: I'VE GOT A BETTER IDEA.
[ WHOOSH! ]
Aggregor: ENJOY YOUR RESPITE, BRIEF THOUGH IT WILL BE.
NO ONE ESCAPES FROM AGGREGOR.
[ WHOOSH! ]
Gwen: [ GROANS ]
Kevin: WHAT WAS THAT?
Gwen: A TELEPORTATION SPELL.
Kevin: HOW 'BOUT YOU DON'T DO THAT ONE ANYMORE?
Gwen: IT GOT US OUT OF THERE, DIDN'T IT?
AmpFibian: YEAH.
PROBLEM IS AGGREGOR WON'T GIVE UP.
HE'LL COME AFTER US.
AND WHEN HE DOES, YOU HAD BETTER BE READY.
Kevin: WHAT DO YOU MEAN, "YOU"?
AmpFibian: WE.
WE MEANT "WE."
I MEANT "WE."
THAT WAS WEIRD.
Aggregor: LOCK ON TO BEN TENNYSON'S ULTIMATRIX.
UNABLE TO LOCATE.
Aggregor: NONSENSE.
HE DIDN'T LEAVE THE PLANET!
REROUTE ALL PROCESSORS TO THE SENSORS.
FIND BEN TENNYSON.
Kevin: WHAT MAKES YOU SO SURE AGGREGOR WILL COME AFTER US
AGAIN?
Ben: CALL IT A HUNCH.
Kevin: MAYBE HE'LL GO BACK TO CHASING RA'AD.
AmpFibian: WE DON'T EVEN KNOW IF RA'AD'S STILL ALIVE.
Gwen: TELEPORTATION HANGOVER HERE.
HOLD IT DOWN.
AmpFibian: SORRY, GWEN.
Gwen: DON'T APOLOGIZE.
BRING ME ANOTHER ICE PACK.
Kevin: LET'S GET THE ULTIMATRIX UP AND RUNNING AGAIN.
NO. LET'S NOT.
AmpFibian: RA'AD, IS THAT YOU?
TRAPPED IN YOUR ULTIMATRIX, YES, BUT IT IS A BLESSING.
AS LONG AS THE DEVICE IS OFFLINE, AGGREGOR CAN'T TRACK MY
WHEREABOUTS THROUGH IT.
AmpFibian: BETTER COME UP WITH A NEW PLAN.
IT'S HERO TIME!
[ GRUNTING ]
Gwen: BEN, SERIOUSLY!
TRYING TO SLEEP!
AmpFibian: IT'S RA'AD!
I HEAR HIM IN MY HEAD!
Kevin: SURE.
Gwen: HE'S NOT KIDDING.
I CAN SENSE RA'AD'S ESSENCE INSIDE OF HIM.
IT'S LIKE THEY'RE SHARING THE SAME BODY.
AmpFibian: I CALL DIBS!
JOKE WHILE YOU CAN.
I'M GOING TO TAKE CONTROL OF YOU AND YOUR ULTIMATRIX.
AmpFibian: HE'S TRYING TO TAKE OVER THE ULTIMATRIX.
KEEP ME FROM USING IT.
Kevin: LET HIM TRY.
I'M ABOUT TO HACK INTO THE ULTIMATRIX AND FORCE A REBOOT.
Gwen: 'CAUSE THAT WORKED OUT SO WELL LAST TIME?
AmpFibian: YEAH.
WE BUSTED THE OMNITRIX AND TURNED YOU INTO A FREAK.
Kevin: HAVE YOU LOOKED IN THE MIRROR LATELY?
Gwen: NO JOKES, KEVIN.
IT'S DANGEROUS.
Kevin: IT'LL GO BETTER THIS TIME -- PROMISE.
AmpFibian: WHY?
Kevin: 'CAUSE THIS TIME I'LL USE THE BLUE BUTTONS.
AmpFibian: I CAN'T TELL YOU HOW REASSURED I AM BY --
AAH!
Gwen: BEN?
DON'T TOUCH THE ULTIMATRIX!
Kevin: AAH!
Gwen: BEN, WHAT ARE YOU DOING?
I'M...NOT...BEN!
Gwen: LET HIM GO!
[ GROWLS ]
[ GRUNTING ]
Gwen: DON'T MAKE ME HURT YOU.
AmpFibian: GET OUT OF MY HEAD!
IT ISN'T YOUR HEAD.
IT'S MINE!
AmpFibian: OKAY, GOOD POINT, BUT I'M USING IT NOW!
Gwen: KEVIN, REBOOT THE ULTIMATRIX, AND DO IT FAST!
Kevin: I'LL TRY, BUT IF IT DOESN'T WORK...
Gwen: IT HAS TO WORK, KEVIN.
I CAN SENSE BEN'S SPIRIT FADING.
IF WE DON'T GET HIM BACK IN HIS BODY FAST, RA'AD WILL TAKE OVER
AND WE'LL LOSE BEN FOREVER.
Gwen: HOW MUCH LONGER?
Kevin: I'M WORKING AS FAST AS I CAN.
AmpFibian: WORK FASTER!
I GOT TO GET OUT OF THIS BODY BEFORE RA'AD --
IF YOU REACTIVATE THE ULTIMATRIX, AGGREGOR WILL FIND ME.
HE WILL DESTROY US ALL!
Gwen: WE'LL TAKE OUR CHANCES.
[ CRACKLING ]
Kevin: READY.
Gwen: GO!
NO!
AAAAAAH!
Kevin: TOLD YA.
SYSTEM RESTART IN PROGRESS.
Ben: THANKS.
YOU FOOLS.
YOU SIGNED ALL OF OUR DEATH WARRANTS.
HE'S COMING.
I CAN FEEL IT.
Ben: THEN WE DON'T HAVE ANY CHOICE BUT TO FIGHT HIM TOGETHER.
YOU'RE WRONG.
I STILL HAVE A CHOICE.
Ben: SO MUCH FOR TEAMWORK.
[ RUMBLING ]
Kevin: AGAIN WITH THE ROOF! YOU NEVER HEARD OF USING A DOOR?
AAH!
Gwen: [ GRUNTS ]
Aggregor: SURRENDER THE AMPERI.
Ben: SORRY.
HE STEPPED OUT.
REBOOT COMPLETE.
ALL SYSTEMS AVAILABLE.
Ben: YOU'LL JUST HAVE TO DEAL WITH ME.
Brainstorm: BRAINSTORM!
YOU'LL FIND THAT CHALLENGING AN INTELLECTUALLY SUPERIOR FOE
OFTEN LEADS TO COMPLETE HUMILIATION.
Aggregor: I COULDN'T AGREE MORE.
Brainstorm: AAAAAAH!
Kevin: [ GROANS ] BEN?
WHY ARE YOU STILL HERE -- TO WATCH?
[ GRUNTS ]
THE ONE GUY WHO TRIED TO HELP YOU IS DYING IN THERE, BUT THAT'S OKAY WITH YOU, ISN'T IT?
I DON'T NEED TO READ MINDS TO KNOW WHAT YOU THINK.
I USED TO BE JUST LIKE YOU.
SO GO. RUN.
STEAL WHATEVER TIME IT BUYS YOU, COWARD.
Brainstorm: [ GROANING ]
[ GRUNTS ]
Aggregor: MY WEAPON WAS DESIGNED TO DEAL WITH
ELECTRO-MANIPULATIVE SPECIES, AND THAT INCLUDES YOU.
THIS IS THE DEVICE THAT CONTROLS YOUR TRANSFORMATIONS, YES?
I WILL CHANGE YOU BACK TO WHAT I NEED.
Brainstorm: AAAAAAAH!
Gwen: YOU'RE KILLING HIM!
Aggregor: NOT UNTIL I'M COMPLETELY DONE WITH HIM.
AAAAAAAAAAH!
Gwen: RA'AD!
YOU CAME BACK!
THERE IS NO ESCAPE FROM AGGREGOR.
I...COULD NOT LET YOUR FRIEND NEEDLESSLY SACRIFICE HIMSELF IN MY NAME.
Aggregor: HOW NOBLE.
AAAAAH!
RUNNING OUT OF TIME!
GET OUT -- NOW!
[ WHOOSH! ] Gwen: [ GRUNTS ]
Ben: [ GRUNTS ]
WHERE'S KEVIN?
Kevin: AT LEAST I DON'T HAVE TO WORRY ABOUT GETTING THE ROOF FIXED.
Ben: WHAT HAPPENED TO RA'AD?
Gwen: AGGREGOR GOT HIM, LIKE RA'AD SAID HE WOULD.
Ben: HE GAVE HIMSELF UP FOR ME?
Kevin: GUESS HE WASN'T A TOTAL JERK AFTER ALL.
Gwen: WHAT DO WE DO NOW?
Kevin: NOTHING TO DO.
AGGREGOR HAS ALL FIVE OF THE ALIENS.
GAME'S OVER.
Ben: IT'S NOT A GAME, AND IT'S NOT OVER.
I'M GOING TO STOP HIM.
THE ULTIMATRIX HAS SCANNED ALL FIVE OF THE ALIENS, AND I'M
GOING TO USE THEIR POWERS TO SAVE THEM.