[ BEEPING ] [ ALARM BEEPING ]
>> THAT'S UNSETTLING.
>> WHAT IS IT?!
>> I'M VERY SORRY TO BOTHER YOU, AZMUTH.
>> AND YET HERE YOU ARE!
>> YES, WELL, IT'S THE ARACHNICHIMP DNA STORED IN THE CODON STREAM.
I'VE DETECTED SOME SORT OF DEGRADATION IN THE GENETIC PATTERN.
>> EUNICE, I PUT YOU ON PRIMUS PRECISELY SO I WOULDN'T HAVE TO DEAL WITH THESE MUNDANE
TRIVIALITIES.
SEND SOME VOLITICUS BIOPSIS OUT FOR A FRESH SAMPLE AND STOP PESTERING ME!
>> [ Mockingly ] STOP PESTERING ME.
[ BEEP ]
THE VOLITICUS BIOPSIS SHOULD HAVE BEEN BACK BY NOW.
I BETTER TELL AZMUTH.
NO, I GUESS THESE "MUNDANE TRIVIALITIES" ARE MY JOB.
>> NOW APPROACHING PLANET ARANHASCIMMIA.
[ KEYS CLACKING ]
[ CRASH ]
>> [ GROANS ]
[ ALARM BLARING ]
[ ENGINE STOPS ]
>> [ GASPS ]
[ CREATURES SCREECHING ]
[ CRICKETS CHIRPING ]
>> Gwen: MIZAR, ALKAID, ARCTURUS...
ISN'T LEWODA NEAR THERE?
>> Kevin: UH, CLOSER TO DENEBOLA.
>> Ben: [ SLURPING ] HEY, DO YOU GUYS REALIZE IT'S BEEN TWO DAYS SINCE ANYONE TRIED
TO KILL ME OR ARREST ME OR ASK ME FOR AN AUTOGRAPH?
>> THEN LET ME APOLOGIZE IN ADVANCE FOR MY TIMING.
>> Kevin: WELL, WELL, WELL.
IF IT ISN'T THE CON ARTIST FORMERLY KNOWN AS PRINCE.
>> Gwen: SIMIAN?
>> WAIT!
I CAN CERTAINLY UNDERSTAND YOUR IRE.
>> Ben: YOU LIED TO US, SIMIAN -- USED US AND SOLD US OUT TO THE HIGHBREED!
>> AND I'M SORRY, BUT THINGS HAVE CHANGED, AND NOW I HAVE NO CHOICE BUT TO HUMBLY BEG FOR
YOUR HELP, O GREAT BEN TENNYSON, HERO TO ALL WORLDS.
>> Kevin: OH, THIS IS GONNA BE GOOD.
>> THE HIGHBREED WEREN'T EXACTLY PLEASED WHEN YOU CAUGHT ON TO MY LITTLE DECEPTION BEFORE.
>> Gwen: YOU MEAN WHEN YOU TRIED TO TRICK US INTO TAKING OUT THE PLUMBERS' COMMUNICATIONS SYSTEM
SO EARTH WOULD BE DEFENSELESS AGAINST THE ALIEN INVASION?
>> YEAH. THAT'S THE ONE.
I WAS ABLE TO DISTRACT THEM LONG ENOUGH TO ESCAPE, TAKING ALONG A FEW VALUABLES TO COMPENSATE ME
FOR MY TROUBLES.
I SOLD A...CERTAIN ITEM TO A POWERFUL CLIENT NAMED MIZARU, A COLLECTOR OF UNUSUAL ANIMALS.
HONESTLY, I WAS ONLY TRYING TO MAKE A FAIR PROFIT.
I HAD NO IDEA THIS WOULD HAPPEN.
[ RATTLING ]
>> [ SCREECHING ]
[ CREATURES SCREECHING ]
>> Ben: ARE YOU TELLING ME YOU WILLINGLY BROUGHT A XENOCITE TO YOUR HOME WORLD AND TURNED IT
LOOSE ON SOME CRIME BOSS?!
>> DIDN'T TURN IT LOOSE.
HE DID.
AND NOW THE DNAliens ARE SPREADING ALL OVER.
IN A FEW DAYS, THERE WON'T BE A SINGLE UNAFFECTED ARACHNICHIMP LEFT ON THE PLANET.
I...I NEED YOUR HELP.
>> Kevin: NOT BUYING IT.
NOBODY'S THAT STUPID.
>> Ben: MAYBE.
BUT CAN WE REALLY TAKE THAT CHANCE?
A WHOLE PLANET FULL OF INNOCENT ARACHNICHIMPS TURNED INTO MUTANT MONSTERS?
>> Gwen: IT WON'T HURT TO CHECK IT OUT.
IF HE'S TELLING THE TRUTH, WE NEED TO DO SOMETHING ABOUT IT.
>> Kevin: AND IF IT'S JUST ANOTHER CON?
>> Gwen: THEN HE'S ALL YOURS.
THERE'S SOME E.M. INTERFERENCE UP AHEAD.
DON'T LOSE SIGHT OF SIMIAN'S SHIP.
>> Kevin: DON'T WORRY.
I'VE GOT ALL OUR WEAPONS LOCKED ON HIM IN CASE HE TRIES ANYTHING.
>> Gwen: THAT'S...NOT REALLY WHAT I MEANT, BUT OKAY.
[ DOOR OPENS ] >> Ben: LOOK WHAT I FOUND -- THE GENETIC REPAIR GUNS WE USED TO
CURE THE DNAliens BACK ON EARTH.
GOOD THING WE HELD ON TO THESE BAD BOYS.
>> Gwen: I JUST HOPE WE HAVE ENOUGH AMMO TO CURE A WHOLE PLANET.
>> We should go in cloaked.
The DNAliens have already taken over the planetary defense grid.
>> Ben: SURE GETS DARK FAST AROUND HERE.
>> THE FOREST IS ALWAYS DARK BELOW THE CANOPY.
>> Kevin: NOT MUCH HEAT EITHER, HUH?
>> THAT'S NOT NORMAL.
IT CERTAINLY NEVER SNOWS HERE.
>> Gwen: PROBABLY WEATHER MACHINES.
THE DNAliens LIKE IT COLD.
>> MIZARU'S PALACE IS THIS WAY.
[ BEEPING ]
>> Ben: HOLD UP.
THE ULTIMATRIX IS DETECTING A SIGNAL.
>> Kevin: DNAliens?
>> MATRIX CORE DETECTED IN RANGE.
VERSION CODE -- UNITRIX.
>> Ben: UNITRIX?
EUNICE IS HERE?!
>> Kevin: ALL RIGHT, MONKEY BOY, SPILL.
>> I DON'T KNOW.
AND IF IT DOESN'T HAVE ANYTHING TO DO WITH SAVING THIS PLANET, I DON'T CARE.
>> Ben: THAT'S WHERE WE DIFFER.
BEFORE WE DO ANYTHING ELSE, WE'RE GOING TO FIND EUNICE.
>> MATRIX CORE DETECTED IN RANGE.
VERSION CODE -- UNITRIX.
>> Ben: THIS WAY.
>> YOU HAVE ARRIVED AT THE MATRIX CORE.
VERSION CODE -- UNITRIX.
ENDING ROUTE GUIDANCE SYSTEM.
[ BEEPING ] >> Ben: I DON'T GET IT.
IT SAYS SHE'S RIGHT HERE.
>> DIRECTIONS ARE DIFFERENT IN THE TREES.
YOU'RE THINKING IN TWO DIMENSIONS.
LOOK OUT!
>> Ben: [ GROANS ]
[ CREATURES SCREECHING ]
Gwen: THERE'S SOMETHING YOU
DON'T SEE EVERY DAY.
>> Ben: UNLESS YOU'RE US.
>> Kevin: STILL DOESN'T PROVE SIMIAN'S ON THE UP-AND-UP.
GOT TO BE A TRAP.
>> Ben: THE GENETIC REPAIR GUNS AREN'T WORKING!
>> Kevin: YOU THINK?
>> Gwen: [ GRUNTS ]
>> FORGET IT, LEVIN.
THOSE THINGS ARE USELESS.
>> Kevin: FOR SHOOTING, MAYBE.
HAAAH!
[ GRUNTING ]
>> Ben: ULTIMATRIX, REVERT DNAliens TO ARACHNICHIMPS.
>> INSUFFICIENT POWER FOR THIS OPERATION.
>> Ben: WHAT?!
UH...REPAIR GENETIC DAMAGE TO ARACHNICHIMPS.
>> INSUFFICIENT POWER FOR THIS OPERATION.
[ BEEP ]
>> THEY'RE NOT TAKING ME WITHOUT A FIGHT.
>> Gwen: NOWHERE TO RUN, HUH?
>> SOMETIMES A CHIMP GETS CORNERED.
WHAT CAN YOU DO?
HAH!
>> Ben: MAN, I MISS MY OLD OMNITRIX.
GOT ENOUGH POWER FOR THIS?
[ BEEP ] >> Terraspin: TERRASPIN!
[ WIND GUSTING ]
>>██ PARALLEL SIGNAL INTERFERENE DETECTED.
ULTIMATRIX RESETTING.
>> Terraspin: ARE YOU KIDDING?
NO BARS?
CANCEL.
UN-RESET.
I MEAN, ULTIMATRIX, ABORT RESET, CODE 10!
>> THAT FUNCTION IS NOT AVAILABLE.
[ BEEP ] >> Ben: STUPID ULTIMATRIX!
[ CREATURES SCREECHING ]
>> Ben: COME ON, COME ON, COME ON!
WHAT INTERFERENCE? FROM WHERE?
>> HAH!
HAH!
>> Ben: EUNICE?
>> HAH!
HAH!
BEN! AM I GLAD TO SEE YOU.
>> Ben: ME TOO.
EXCEPT THAT YOUR UNIMATRIX IS INTERFERING WITH MY ULTIMATRIX.
IF YOU'RE ABSORBING POWERS, I CAN'T CHANGE.
>> NEVER CHANGE.
HAH!
>> Gwen: [ GRUNTS ]
>> YOU GET KEVIN. I'LL GRAB BEN.
WE DON'T HAVE MUCH TIME.
>> Ben: WAIT, EUNICE! WE -- [ GASPS ] AAAH!
>> Kevin: [ GRUNTING ]
>> Gwen: I GOT YOU.
[ GRUNTS ] >> Kevin: TRAP-TRAP-TRAPITY- TRAP.
I TOLD YOU GUYS.
[ CREATURES SCREECHING ] >> [ GROWLING ]
>> Ben: WHAT WAS THAT?
>> ROOT SHARK.
ALL THE ACTIVITY UP HERE ATTRACTED IT.
LIKE ALMOST EVERY PREDATOR ON THIS PLANET, THEY CONSIDER ARACHNICHIMPS TO BE A DELICACY.
THAT'S WHY WE KEEP TO THE TREETOPS.
HOW COME YOU FIGHT SO MUCH LIKE AN ARACHNICHIMP?
>> BECAUSE I AM A UNITRIX.
I CAN TAKE ON THE POWERS OF WHATEVER CREATURES ARE NEAR ME.
>> LIKE A LIVING OMNITRIX.
>> Kevin: NOW HE'S TRYING TO FIGURE OUT HOW MUCH HE COULD GET IF HE SOLD YOU.
>> FOLLOW ME.
>> EUNICE, THANK GOODNESS YOU'RE BACK.
>> THIS IS HAPLAR AND HIS FAMILY.
OTHER THAN YOUR FRIEND HERE, THEY'RE THE ONLY UNAFFECTED ARACHNICHIMPS I'VE SEEN IN DAYS.
I CAME HERE TO INVESTIGATE IRREGULARITIES WITH THE ARACHNICHIMP DNA IN THE CODON
STREAM ON PRIMUS, BUT AS SOON AS I GOT NEAR THE PLANET, MY SHIP WAS BLASTED OUT OF THE SKY.
I DIDN'T EVEN HAVE TIME TO GRAB MY EQUIPMENT BEFORE I WAS CAPTURED.
THE DNAlien ARACHNICHIMPS BROUGHT ME AND WHAT WAS LEFT OF MY SHIP TO THEIR LEADER, MIZARU.
MIZARU DIDN'T KNOW ME, BUT HE RECOGNIZED MY SHIP AS GALVAN AND DECIDED TO HOLD ME FOR RANSOM.
I HAD TO GET OUT OF THERE AND TRY TO SAVE THE REST OF THE
ARACHNICHIMPS FROM PENDING EXTINCTION.
I'VE BEEN ON THE RUN EVER SINCE.
I MET HAPLAR A SHORT TIME LATER, AND I'VE BEEN HELPING HIS FAMILY TO HIDE AND FIND FOOD, BUT WE
CAN'T HOLD OUT FOREVER.
THEY MAY VERY WELL ALREADY BE THE LAST OF THEIR KIND.
>> Ben: WE CAME TO HELP, BUT I'M NOT SURE HOW.
THE DNA REPAIR GUNS WE BROUGHT FROM EARTH DIDN'T WORK.
>> THOSE GUNS WERE BUILT TO RESTORE HUMAN DNA.
NATURALLY, THEY HAVE NO AFFECT ON ARACHNICHIMPS.
>> Kevin: NATURALLY.
>> AS FOR THE ULTIMATRIX, AZMUTH GAVE ME A ONE-WAY SUBSPACE CONNECTION TO PRIMUS SO I CAN
UPLOAD DNA SAMPLES.
>> Gwen: "PARALLEL SIGNAL INTERFERENCE."
THAT'S WHY YOUR POWERS AREN'T WORKING.
>> OH. I'LL...SHUT IT OFF.
[ BEEPING ] >> LINK TO PRIMUS RE-ESTABLISHED.
ALL FUNCTIONS AVAILABLE.
>> Ben: THAT'S MORE LIKE IT.
NOW I CAN CURE THE DNAlien ARACHNICHIMPS.
>> NO.
THE ULTIMATRIX DOESN'T HAVE THAT CAPABILITY.
BUT THE EQUIPMENT IN MY SHIP DOES.
>> Kevin: THEN WHAT ARE WE WAITING FOR?
WE GO TO YOUR SHIP, ZAP ALL THE MUTANT MONKEYS BACK TO NORMAL,
AND WE'RE HOME IN TIME FOR DINNER.
>> I WAS HOPING YOU'D SAY THAT.
COME, HAPLAR. IT'S TIME.
>> Gwen: WAIT.
WHY DOES HE HAVE TO GO?
>> BECAUSE I NEED AN ORIGINAL DNA SAMPLE FOR MY EQUIPMENT TO WORK.
HAPLAR VOLUNTEERED.
>> YOU STAY WITH YOUR FAMILY, HAPLAR.
THIS MESS IS PARTLY MY FAULT, ANYWAY.
>> Kevin: "PARTLY"?
>> I' PROVIDE THE DNA SAMPLE.
LET'S GET GOING.
>> Gwen: I DON'T LIKE THE LOOK OF THOSE GUARDS.
>> Kevin: HIDEOUS MUTATION WILL DO THAT TO A MONKEY.
>> BEN TENNYSON!
COME FORTH AND FACE ME!
>> Ben: HOW DOES HE KNOW I'M HERE?
>> Kevin: RELAX. HE'S BLUFFING.
NO WAY HE COULD KNOW.
>> I KNOW YOU ARE HERE, BEN TENNYSON.
HAPLAR TOLD US YOU WERE COMING.
>> NO!
>> SURRENDER, ALL OF YOU, OR WATCH HAPLAR'S FAMILY BECOME ONE WITH MY DNAlien ARMY.
>> Ben: LEAVE THEM ALONE!
>> AND THE OTHERS?
>> Kevin: YEAH, YEAH.
WE'RE HERE, TOO.
>> Gwen: NOW LET THEM GO!
>> WHAT A NOBLE SACRIFICE.
IT'S A PITY THAT SNIVELING COWARD SIMIAN ISN'T HERE TO WITNESS THIS -- THE END OF THE
REMAINDER OF OUR KIND.
AFTER ALL, HE'S THE ONE WHO MADE IT ALL POSSIBLE.
HE'S THE ONE WHO GRANTED ME UNLIMITED POWER OVER THIS ENTIRE PLANET!
[ CREATURES SCREECHING ]
>> Ben: WE HAD A DEAL!
>> WHAT POSSIBLE REASON COULD I HAVE FOR KEEPING A BARGAIN WITH YOU, BEN TENNYSON?
I HOLD ALL THE POWER.
YOU HAVE NOTHING.
>> Ben: I HAVE THIS.
[ BEEP ] >> Swampfire: SWAMPFIRE!
[ CREATURES SCREECHING ]
>> Gwen: [ GRUNTS ]
STOP IT, BEN!
YOU'LL BURN THE WHOLE FOREST DOWN!
>> Swampfire: OKAY, THEN.
WE'LL GO GREEN.
[ CREATURES SCREECHING ]
>> Kevin: HAH!
>> AAAAAH!
>> Swampfire: EUNICE!
>> [ GRUNTING ] >> Swampfire: NO!
>> [ SCREECHING ]
>> Swampfire: [ GRUNTING ]
EUNICE, THE XENOCITES HAVE ALTERED YOUR MIND!
YOU CAN'T LET THEM CONTROL YOU!
>> [ PANTING ]
SIMIAN.
SO GLAD YOU COULD JOIN US.
>> Gwen: [ GRUNTS ] KEVIN!
YOU'VE GOT TO SAVE SIMIAN!
>> Kevin: ARE YOU KIDDING?
>> Gwen: WE NEED HIS DNA.
HE'S THE ONLY ARACHNICHIMP LEFT.
>> [ GRUNTS ]
[ COUGHS ]
THANK YOU.
>> Kevin: DON'T.
ONCE WE DON'T NEED YOUR DNA ANYMORE, YOU'RE ON YOUR OWN, DUDE.
>> Swampfire: [ GROANING ]
>> [ SCREECHING ]
>> Swampfire: [ GRUNTING ]
THIS IS EITHER GENIUS OR THE WORST IDEA I'VE EVER HAD.
[ BEEP ]
>> Ben: EUNICE.
>> ULTIMATRIX POWER DEPLETED.
ENTERING RECHARGE MODE.
[ BEEP ]
>> Ben: GENIUS.
>> THANK YOU, BEN.
[ CREATURES SCREECHING ]
>> Kevin: [ GRUNTING ]
>> Gwen: CLEAR US A PATH TO THE SHIP.
>> Kevin: AND YOU SAY I NEVER TAKE YOU ANYWHERE.
[ GRUNTING ]
>> [ GROWLS ]
>> Ben: I'M GOING AFTER MIZARU.
>> Kevin: GET IN THERE.
EUNICE MIGHT NEED YOUR COMPUTER SMARTS TO PULL THIS OFF.
>> Gwen: OKAY.
BUT IF YOU NEED MY HELP...
>> Kevin: I'LL CRY LIKE A LITTLE GIRL.
STEP RIGHT UP.
I GOT PLENTY FOR EVERYBODY.
>> YOU'VE GOT YOURSELF A GOOD ONE THERE.
>> Gwen: WHEN IT COMES TO LIFE-AND-DEATH SITUATIONS.
STILL WORKING ON THE DAY-TO-DAY.
>> YOU REALLY DON'T KNOW WHAT YOU'RE DEALING WITH HERE, DO YOU, BOY?
>> Ben: I'VE FOUGHT YOUR KIND BEFORE -- JUST ANOTHER HIGHBREED SLAVE WHO DOESN'T KNOW HIS
MASTERS HAVE BEEN DEFEATED.
>> IS THAT WHAT YOU THINK?
THE XENOCITE QUEEN TRIED TO CONTROL ME, BUT I WAS TOO STRONG.
I CONTROL IT.
I CONTROL ALL!
[ BEEPING ] >> Ben: SO, THAT MAKES YOU, WHAT -- QUEEN KONG?
>> IT MAKES ME MORE THAN DNAlien, MORE THAN MIZARU.
I AM THE SUM TOTAL OF EVERY ARACHNICHIMP ON THE PLANET.
I AM YOUR DOOM.
[ BEEP ] ONE SCRAWNY CHIMP AGAINST THE POWER OF THIS ENTIRE WORLD --
THAT'S YOUR PLAN?
>> Spidermonkey: I WOULDN'T CALL IT A PLAN, PER SE.
MORE OF A GUIDELINE, REALLY.
>> [ GRUNTING ]
>> Spidermonkey: [ GROWLS ]
>> Kevin: GWEN!
I'M NOT CRYING YET, BUT I'M A LITTLE TEARY-EYED!
>> Gwen: ALMOST DONE!
>> I'M SCANNING IN SIMIAN'S DNA NOW.
>> [ GRUNTING ]
YOU'RE NO MATCH FOR ME.
I CONTROL THE DNAliens THROUGH NOTHING BUT MY FORCE OF WILL.
>> Spidermonkey: YOUR MOTHER MUST BE VERY PROUD.
>> SHE WAS ONE OF THE FIRST TO BE TRANSFORMED.
>> Spidermonkey: O...KAY, THEN.
[ BEEP ] >> Ultimate Spidermonkey: ULTIMATE SPIDERMONKEY!
>> [ GROWLS ]
[ BOTH GRUNTING ]
>> Ultimate Spidermonkey: I KNOW.
EMBARRASSING.
>> [ GROWLS ]
>> SHIELD YOUR EYES.
THIS COULD GET MESSY.
>> MESSY?
WAIT! I CHANGE MY MIND!
[ MACHINERY WHIRRING ] >> [ SCREECHES ]
[ BEEP ]
>> Ben: THE CURE DIDN'T WORK ON YOU.
WAIT -- IS THAT YOUR REAL FACE?
SORRY.
>> BEN, YOU'RE ALIVE!
>> Ben: I KNOW. HERO, REMEMBER?
>> Kevin: LOOKS LIKE YOU'VE BEEN DOING SOME REDECORATING.
NICE.
>> HE'S THE ONE WHO GRANTED ME UNLIMITED POWER OVER THIS ENTIRE PLANET.
>> Ben: YOU KNOW SOMETHING, SIMIAN?
YOU MIGHT JUST TURN OUT TO BE A PRINCE AFTER ALL.
>> BEN TENNYSON!
YOU HAVE MADE A DANGEROUS ENEMY THIS DAY!
MARK MY WORDS -- YOU HAVE NOT HEARD THE LAST OF MIZARU!
>> [ GROWLING ]
>> Gwen: AND NOW WE'VE HEARD THE LAST OF MIZARU.
>> YOU'RE SURE YOU DON'T MIND TAKING ME BACK TO PRIMUS?
>> Kevin: NAH.
IT'S ONLY A FEW HUNDRED LIGHT-YEARS OUT OF OUR WAY.
>> Gwen: OR NOT.
AZMUTH MOVED IT, REMEMBER?
>> THAT'S OKAY. I'LL DRIVE.
>> Ben: DON'T MIND HIM.
HE'S JUST CHEESED BECAUSE I WAS RIGHT ABOUT SIMIAN AND HE WAS WRONG.
>> Kevin: THIS TIME, MAYBE.
BUT I'M TELLING YOU -- A LEOPARD DOESN'T CHANGE ITS SPOTS, AND AN ARACHNICHIMP DOESN'T CHANGE
ITS...BLUE FUR STUFF.
>> Ben: I DON'T KNOW, KEV.
SIMIAN COULD HAVE TAKEN ALL THAT POWER FOR HIMSELF, AND HE TURNED IT DOWN.
I THINK ALL THIS REALLY GOT THROUGH TO HIM.
>> Gwen: HEY, WHAT HAPPENED TO THE DNA REPAIR GUNS?
>> A PLEASURE DOING BUSINESS WITH YOU.