[ RUSTLING ]
>> [ BREATHING HEAVILY ]
I THINK I LOST HIM.
>> Ultimate Kevin: THINK AGAIN.
>> KEVIN, DON'T!
IT'S ME, ALAN!
>> Ultimate Kevin: I KNOW.
>> WHAT DID I EVER DO TO YOU?
>> Ultimate Kevin: YOU HAVE SOMETHING I NEED.
UGH!
>> I'M MADE OF FIRE.
I DON'T HAVE ANYTHING ELSE ON ME.
>> Ultimate Kevin: IT'S MINE!
>> WHATEVER YOU'RE LOOKING FOR, I SWEAR, I DON'T HAVE IT.
>> Ultimate Kevin: ALL MINE!
MORE.
>> Ultimate Kevin: GOODBYE, ALAN.
>> Nrg: ENOUGH, KEVIN!
>> Ultimate Kevin: LET ME GO, TENNYSON!
>> Nrg: UM, NO?
ALAN, CAN YOU HEAR ME?
>> [ MOANS ] [ RUSTLING ]
>> Ultimate Kevin: I WANT YOUR POWER.
>> Nrg: YES. COME AND GET IT.
>> Ultimate Kevin: I'M GONNA CRACK YOU LIKE AN EGG.
>> Nrg: LET GO OF ME!
>> Ultimate Kevin: SHOULDN'T HAVE LET YOU GO.
YOU WERE DOING ME A FAVOR.
ONLY ONE OF US IS WALKING AWAY FROM US, TENNYSON -- AND IT'S
NOT GONNA BE...
ALAN!
YOUR TIME IS COMING, TENNYSON.
>> [ MOANS ] >> Ben: YOU'RE GONNA BE OKAY.
>> NO, I'M NOT.
NONE OF US ARE.
I GOT OFF EASY.
YOU SHOULD HAVE SEEN WHAT HE DID TO THE OTHERS.
>> Ben: PIERCE? HELEN?
>> AND MANNY.
AND SOME GUY NAMED DR. VICKTOR.
I DIDN'T UNDERSTAND WHAT KEVIN WANTED FROM US UNTIL NOW.
>> Ben: YOUR ENERGY.
AND HE'S NEVER GONNA STOP -- UNLESS I STOP HIM.
FOR GOOD.
>> Gwen: NO, I WON'T HELP YOU.
>> Ben: IF YOU WON'T USE YOUR POWERS TO TRACK HIM DOWN, I'LL
JUST GO FIND HIM MYSELF.
>> Gwen: BUT IT'S KEVIN!
>> Ben: WAKE UP AND SMELL THE END OF THE WORLD, GWEN -- HE'S
OUT OF CONTROL.
>> Gwen: HE'S OUR FRIEND.
>> Ben: WAS OUR FRIEND.
>> Gwen: WE'LL FIGURE OUT SOME WAY TO SAVE HIM.
>> Ben: HE'S TOO FAR GONE.
EITHER WE SAVE KEVIN, OR WE SAVE THE WORLD.
>> Gwen: I WON'T LET YOU HURT HIM.
>> Ben: OUT OF MY WAY.
>> Gwen: HE'S COME OUT OF THIS KIND OF THING BEFORE.
REMEMBER WHAT HE WAS LIKE WHEN HE WAS LITTLE?
>> Ben: DO YOU?
HE'S WORSE NOW THAN HE EVER WAS, AND YOU KNOW IT.
>> Gwen: THERE HAS TO BE SOMETHING WE CAN DO.
>> Ben: HE'S BEYOND OUR HELP.
WE HAVE TO THINK ABOUT THE SAFETY OF EVERYONE ELSE.
>> Gwen: I'M NOT LETTING YOU OUT.
>> Ben: YES, YOU ARE.
>> Chromastone: CHROMASTONE!
>> Gwen: I WON'T LET YOU DO THIS!
>> Chromastone: GO BACK INSIDE, GWEN!
THERE'S NO WAY YOU CAN BEAT CHROMASTONE WITH YOUR KIND OF
POWERS!
>> Gwen: THINK SO?
FACIO GRAVIS!
NOW YOU'LL STAY HERE.
>> Chromastone: YEAH?
WHAT DO YOU THINK KEVIN'S DOING WHILE YOU'RE WASTING MY TIME?
>> Gwen: TABESCO CAIX!
>> Terraspin: TERRASPIN!
IF YOU THINK FOR ONE SECOND THAT KEVIN WOULDN'T DRAIN YOU DRY...
>> Gwen: SOME FRIEND YOU ARE.
YOU WON'T EVEN TRY TO HELP HIM.
WHAT IF IT WAS YOU?
>> Terraspin: I'M NOT GOING TO ARGUE WITH YOU ANYMORE, GWEN.
>> Gwen: TARDUS MOTUS!
>> Nrg: NRG!
>> Gwen: BEN?
>> Nanomech: NANOMECH!
I DODGED BETWEEN THE LAVA DROPLETS.
>> Gwen: CLOUDO DORIS!
>> Nanomech: AAH!
>> Gwen: GAME OVER, COUSIN.
CHECK AND MATE.
WAYBIG.
>> Ben: YOU KNOW WHY YOU LOST?
BECAUSE YOU CARE ABOUT NOT HURTING ME.
AND THAT'S EXACTLY WHY YOU CAN'T DO WHAT IT TAKES TO DEAL WITH
KEVIN.
[ POUNDING, SCREAMING ]
>> Lodestar: KEVIN LEVIN.
WHERE DO I FIND HIM?
I SAID, WHERE IS HE?
[ POUNDING, SCREAMING ]
>> Gwen: I'M SORRY TO BOTHER YOU
WHILE YOU'RE STILL RECOVERING, GRANDPA.
>> Max: I'M ALWAYS GLAD TO SEE YOU, GWEN.
ANYWAY, I DON'T HAVE A LOT TO DO IN THIS RE-GEN TUBE BUT FLOAT
AND HEAL.
>> Gwen: WE CAN'T LET BEN DESTROY KEVIN.
WE'VE GOT TO FIND A WAY TO CURE HIM.
>> Max: BEN IS RIGHT.
>> Gwen: I KNOW, HE -- WAIT, WHAT?
>> Max: YOU ARE A PLUMBER, GWEN.
A LOT OF PEOPLE ARE DEPENDING ON YOU.
YOU'VE GOT TO PUT YOUR FEELINGS ASIDE AND DO WHAT'S RIGHT.
>> Gwen: THIS IS KEVIN WE'RE TALKING ABOUT.
>> Max: IF YOU CAN'T BE A PROFESSIONAL, THEN JUST STAY OUT
OF THE WAY AND LET BEN DO WHAT NEEDS TO BE DONE.
>> Gwen: BUT, GRANDPA...
>> Max: I CAN'T HELP YOU, GWEN.
>> Gwen: THEN I'LL FIND SOMEONE WHO CAN.
>> [ BREATHING HEAVILY ]
>> [ SNIFFING ]
[ CHEWING NOISILY ]
>> Gwen: LOOK AT YOU.
I NEVER THOUGHT I'D SEE YOU LIKE THIS...
MICHAEL.
>> YOU'RE NOT CATCHING ME AT MY BEST.
PERHAPS IF YOU'D BOTHERED TO CALL FIRST BEFORE JUST DROPPING
BY.
>> Gwen: IT TOOK A LOT OF GOING THROUGH POLICE REPORTS TO FIND
YOUR HUNTING AREA.
HARD TO BELIEVE YOU'VE BEEN REDUCED TO DRAINING ENERGY OUT
OF DOGS IN BACK ALLEYS.
>> WE ALL DO WHAT WE MUST TO SURVIVE.
WHERE'S TENNYSON?
>> Gwen: HE'S BUSY.
>> AND LEVIN?
>> Gwen: BUSIER.
ENOUGH WITH THE CHIT-CHAT.
YOUR MANNA.
IT'S AS INTOXICATING AS EVER, LOVELY GWEN.
YOU THINK I'M DEFEATED?
I...
I CAN STILL...
>> Gwen: I'M NOT HERE TO FIGHT YOU, MICHAEL.
I'M HERE TO HELP YOU.
RESTITUO NAVITAS.
>> ARGH!
>> Gwen: VIS PENETRO INTUS.
>> NO!
>> Gwen: VIGORATUS PER VITA.
>> WHY WOULD YOU DO THIS FOR ME?
>> Gwen: BECAUSE...
I NEED YOUR HELP.
[ COMMUNICATOR BEEPS ] >> Ben: I'M DONE TALKING, GWEN.
>> Max: I'm not Gwen.
BUT WE ARE GONNA TALK ABOUT HER.
>> Ben: She couldn't convince me, so she ran to you.
>> Max: SOMETHING LIKE THAT.
>> Ben: You agree with her?
>> Max: NO. KEVIN'S A MENACE.
YOUR FRIENDSHIP ASIDE, THE ONLY RESPONSIBLE MOVE IS TO TAKE HIM
DOWN WITH ALL NECESSARY FORCE.
>> Ben: Then I don't understand why you're talking to me.
>> Max: IT'S THE LOGICAL MOVE.
IT'S THE SAFEST MOVE.
IT'S THE SENSIBLE MOVE.
>> Ben: But?
>> Max: IT'S NOT THE BEN MOVE.
YOU TRUST PEOPLE.
YOU GIVE THEM SECOND CHANCES.
AND THEY LIVE UP TO YOUR EXPECTATIONS.
KEVIN WAS A SOCIOPATH WHEN YOU WERE KIDS, BUT YOU TRUSTED HIM
ANYWAY.
>> Ben: AND LOOK HOW THAT WORKED OUT.
>> Max: He's turned into a fine young man.
A hero a dozen times over.
>> Ben: BUT NOW HE'S A MONSTER.
>> Max: TRUE.
AND I'D PUT HIM DOWN LIKE A MAD DOG.
BUT I NEVER THOUGHT YOU WOULD.
YOU ALWAYS FIND ANOTHER WAY.
>> Ben: NOT THIS TIME.
WHEN I THOUGHT YOU WERE DEAD, I HAD TO DO A LOT OF GROWING UP.
>> Max: You did fine.
>> Ben: FOR A WHILE.
BUT THEN I LET MY FAME GO TO MY HEAD.
I'VE BEEN AS BIG A JERK THESE PAST FEW MONTHS AS I EVER WAS.
AREN'T YOU GONNA ARGUE WITH ME?
>> Max: NOT WHEN YOU'RE RIGHT.
>> Ben: I've had fun, but I always told myself that when the
situation got serious, so would I.
>> Max: I'M NOT GOING TO ARGUE WITH YOU, BEN.
I JUST WANTED TO MAKE SURE YOU'D REALLY THOUGHT ABOUT THIS.
>> Ben: I HAVE, GRANDPA.
I'M SORRY ABOUT WHAT'S GOING TO HAPPEN TO KEVIN.
REALLY, I AM.
BUT THIS ISN'T KID STUFF ANYMORE.
PLAYTIME'S OVER.
>> WHY DO YOU KEEP FOLLOWING ME AROUND?!
>> Humongousaur: YOU'VE DONE BUSINESS WITH KEVIN BEFORE.
>> SURE, YOU KNOW I HAVE.
HE REALLY PUTS HIMSELF INTO HIS WORK.
IF YOU KNOW WHAT I MEAN.
AND I THINK YOU DO.
>> Humongousaur: WHERE IS HE?!
>> WATCH IT!
I'M STILL PAYING FOR THIS!
>> Humongousaur: ANSWER ME!
>> NOT THE ARMS!
THEY'RE THE HARDEST PARTS TO REPLACE!
THEY'RE ALWAYS ON BACKORDER!
>> Humongousaur: I AM NOT PLAYING GAMES, VULKANUS.
WHERE IS KEVIN?!
>> EVEN IF I KNEW, I WOULDN'T TELL YOU.
YOU DIDN'T SAY PLEASE.
TOODLE-OO!
NOBODY LIKES A BULLY, YOU KNOW!
>> Humongousaur: STOP HOLDING OUT ON ME, VULKANUS!
SPILL!
>> [ SPUTTERING ] OH, IF YOU KEEP IT UP, I'M GONNA
SPILL SOMETHING, ALL RIGHT.
[ BELCHES ]
>> Humongousaur: HUH?
GWEN!
>> Gwen: LET HIM GO, BEN.
>> YOU TELL HIM, SISTER.
>> Gwen: JUST LISTEN FOR A SECOND, WILL YOU?
>> Humongousaur: OUT OF MY WAY, GWEN.
I'M GONNA FIND KEVIN, NO MATTER WHAT IT TAKES.
>> YOU'LL NEVER FIND HIM, BUT I CAN.
>> Humongousaur: WHAT ARE YOU DOING HERE?!
>> WHY, I'M MERELY OFFERING YOU MY ASSISTANCE WITH YOUR OSMOSIAN
DILEMMA.
ISN'T THAT RIGHT, LOVELY GWEN?
>> Gwen: DON'T PUSH IT, MICHAEL.
>> Ben: YOU BROUGHT DARKSTAR INTO THIS?
AND HE'S GOING TO ACT LIKE HE'S OUR FRIEND AGAIN, RIGHT?
>> Gwen: HE'S THE ONLY ONE WHO CAN HELP KEVIN.
>> Ben: SURE.
>> BUT I CAN HELP, BECAUSE YOU DON'T UNDERSTAND KEVIN, AND
I DO.
>> Ben: YOU'RE MAKING EVEN LESS SENSE THAN USUAL.
>> Gwen: SHH! GIVE HIM A CHANCE.
>> I CAN HELP YOU, TENNYSON, BECAUSE I CAN PREDICT KEVIN'S
NEXT MOVE.
KEVIN AND I ARE THE SAME.
>> Ben: UH-HUH, YOU'RE BOTH EVIL.
>> WE BOTH HAVE AN INSATIABLE CRAVING FOR ENERGY.
>> Ben: AND YOU'RE EVIL.
>> Gwen: KEVIN'S NOT EVIL.
SOMEWHERE DEEP DOWN, HE'S STILL OUR FRIEND.
>> NO, LOVELY GWEN, HE'S NOT YOUR FRIEND ANYMORE.
HE JUST LOOKS LIKE HIM.
HE'S...
AN EMPTY SHELL, KNOWING ONLY A HUNGER THAT MUST BE FED.
THAT CRAVING IS HIS WEAKNESS.
>> Gwen: MICHAEL HAS A PLAN TO CURE KEVIN.
>> Ben: I ALREADY DON'T LIKE IT.
>> WHEN THE DOMINUS LIBRIUM WAS DESTROYED, I MANAGED TO SAVE A
PIECE OF IT.
>> Ben: THE ENERGY-ABSORPTION THING YOU USED TO CURE KEVIN
BEFORE?
>> PRECISELY.
>> Ben: GREAT!
>> UNFORTUNATELY, IT NO LONGER WORKS.
>> Ben: GREAT.
>> BUT WITH A LARGE ENOUGH POWER SOURCE, WE MAY STILL BE ABLE TO
TAP INTO ITS INHERENT ABILITIES.
>> Ben: YOU'RE KIDDING ME, RIGHT?
GWEN'S ALREADY WASTED ENOUGH TIME TRYING TO FIND A CURE FOR KEVIN.
IT'S TOO LATE FOR THAT.
EVERY MOMENT HE'S ON THE LOOSE IS A MOMENT TOO LONG.
NOW, FOR THE LAST TIME, ARE YOU GOING TO HELP ME FIND KEVIN?!
'CAUSE IF NOT, WHATEVER ELSE HE DOES, IT'S ON YOUR HEAD.
>> Ultimate Kevin: [ MUTTERING ]
>> Gwen: KEVIN?
>> Ultimate Kevin: BAD IDEA, GWEN.
>> Gwen: WHAT IS?
>> Ultimate Kevin: TRACKING ME HERE.
>> Gwen: I HAD TO.
BEN'S AFTER YOU.
>> Ultimate Kevin: YOU BROUGHT HIM HERE?!
>> Gwen: NO, I CAME SO WE COULD TALK.
YOU AND ME.
>> Ultimate Kevin: YEAH?
>> Gwen: YEAH.
BEN IS GONNA DO WHATEVER IT TAKES TO STOP YOU.
DO YOU UNDERSTAND?
WHATEVER IT TAKES.
BUT I'VE COME UP WITH A WAY TO HELP YOU.
IF YOU JUST TRUST ME, I REALLY THINK I CAN CURE YOU.
>> Ultimate Kevin: [ GROANING ] YOU SHOULDN'T HAVE COME HERE!
DON'T YOU REALIZE I'VE BEEN TRYING TO STAY AWAY FROM YOU?!
>> Gwen: WHY?
>> Ultimate Kevin: BECAUSE I KNEW WHAT I'D DO TO YOU IF I HAD
THE CHANCE.
>> Gwen: INCENDIA ABSUM!
DON'T MAKE ME HURT YOU, KEVIN.
>> Ultimate Kevin: GIVE IT YOUR BEST SHOT.
>> Gwen: SILICIS MILES SUSCITATIO!
>> Ultimate Kevin: YOU SUMMONED CHARMCASTER'S PET MONSTERS?
I GOT TO SAY, I'M IMPRESSED.
>> Gwen: I'M SO SORRY I HAD TO DO THIS TO YOU.
>> Ultimate Kevin: THANKS, GWEN.
AND I DIDN'T GET YOU ANYTHING.
>> Gwen: [ GASPS ]
>> Ultimate Kevin: HELLO, LOVELY
GWEN.
>> Gwen: [ SCREAMS ]