>> AAH!
[ GROANS ] >> AFTER I BEAT YOU GUYS,
EVERYBODY WILL KNOW I'M THE TOUGHEST GUY IN THE GALAXY.
[ GRUNTS ] >> Humongousaur: [ GRUNTS ]
TOUGHEST GUY IN THE GALAXY?
THAT WOULD BE ME!
[ GRUNTING ] >> Ultimate Humongousaur:
ULTIMATE HUMONGOUSAUR!
[ ROARS ] >> [ GROANS ]
>> Ultimate Humongousaur: [ ROARS ]
>> Gwen: BEN! STOP IT!
>> Kevin: DUDE, WHAT ARE YOU DOING?!
>> I-I GIVE UP.
>> Ultimate Humongousaur: NOT...
AN OPTION.
>> Gwen: BEN, CALM DOWN!
>> Ultimate Humongousaur: MY...
NAME'S...NOT...
BEN!
>> Gwen: AAH!
>> Kevin: AAH!
[ GRUNTS ] [ FOOTSTEPS THUMPING ]
>> Gwen: BEN, WHATEVER'S WRONG, LET US HELP YOU.
>> Ultimate Humongousaur: STOP CALLING ME THAT!
I TOLD YOU -- MY NAME ISN'T BEN!
>> Gwen: [ GRUNTS ] >> Kevin: SOMEBODY SHOT THE DOTS
OFF HIS DICE.
>> Gwen: MAYBE NOT.
LOOK AT HIS EYES.
THEY'RE RED.
>> Kevin: SO?
>> Gwen: NORMALLY HIS EYES ARE GREEN.
>> Kevin: OH.
EVIL TWIN. GOT IT.
>> Gwen: I DON'T THINK SO.
HE MAY BE UNDER ALBEDO'S CONTROL.
>> Ultimate Humongousaur: [ ROARS ]
>> Ben: WHAT'S HAPPENING TO...
>> Ultimate Humongousaur: WHAT'S HAPPENING IS THAT I'M TAKING
BACK WHAT YOU STOLE!
>> Ben: [ GRUNTS ] YOU CAN'T HIT ME WITH MY OWN
FIST!
>> Ultimate Humongousaur: [ GRUNTS ]
IT'S NOT YOURS! IT'S MINE!
>> Ben: NO, IT'S MINE!
>> Gwen: WE'VE GOT TO STOP THIS BEFORE HE HURTS HIMSELF.
>> Kevin: ON IT.
>> Ultimate Humongousaur: MINE!
>> Ben: MINE!
>> Gwen: ENJOYED THAT?
>> Kevin: MAYBE A LITTLE.
NOW WHAT?
>> Gwen: NOW I SEE IF I CAN COME UP WITH A SPELL THAT WILL ALLOW
BEN'S PERSONALITY TO TAKE CONTROL AGAIN.
GOT IT!
PROBABLY.
IMPERIUM IN MENTEM!
>> Kevin: NICE!
>> Gwen: BEN!
>> Ultimate Humongousaur: DON'T CALL ME THAT!
>> Ben: IT'S...IT'S OKAY, GWEN.
IT'S ME.
IT'S...
>> Ultimate Humongousaur: ME.
>> Ben: ME!
>> Ultimate Humongousaur: ME!
ME!
>> Ben: ME!
>> Ultimate Humongousaur: ME!
>> Kevin: OKAY, NOT FUNNY ANYMORE.
HOW DO WE HELP HIM?
>> Gwen: MAYBE A SLEEPING SPELL?
SOMNUS!
>> Kevin: WEIRD. EVEN FOR HIM.
WHAT NOW?
>> Gwen: NOW WE GET HIM SOME HELP.
>> THIS IS HIGHLY UNUSUAL.
>> Gwen: DR. BORGES, MY AUNT SANDRA SAID YOU'RE THE BEST
PSYCHIATRIST IN TOWN -- AND SHE WOULD KNOW.
>> Kevin: LOOK, DOC, CAN YOU HELP HIM OR NOT?
>> Ultimate Humongousaur: [ GRUNTING ]
[ METAL CREAKING ] LET ME GO!
>> Ben: HOLD IT DOWN, WILL YOU?
THAT SLEEP SPELL GAVE ME A HEADACHE.
>> WELL, IT WOULD CERTAINLY PUT A SHINE ON MY RéSUMé.
IT'S ALWAYS GOOD TO BEGIN AT THE PSYCHOLOGICAL ROOTS.
TELL ME SOMETHING ABOUT YOUR RELATIONSHIP WITH YOUR MOTHER.
>> Ultimate Humongousaur: MY MOTHER TRIED TO EAT ME BEFORE I
EVEN HATCHED!
>> OKAY.
THERE ARE PROBABLY SOME ISSUES AROUND THAT.
YOU'RE BEN NOW, RIGHT?
WAS YOUR CHILDHOOD MARRED BY ANY TRAUMATIC EVENTS?
>> Ben: WELL, WHEN I WAS 4, A CLOWN AT THE CIRCUS SCARED ME.
>> NOT REALLY WHAT WE'RE LOOKING FOR, BEN.
ANY UNUSUAL DREAMS LATELY?
>> Ultimate Humongousaur: I DREAM OF FREEDOM FROM
BEN TENNYSON!
>> AH, BUT YOU ARE BEN TENNYSON.
>> Ultimate Humongousaur: I AM NOT A PART OF HIM!
I AM ALIVE!
I THINK! I FEEL!
I'M SICK OF BEING HELD CAPTIVE WITHIN THIS -- THIS DISGUSTING
HUMAN!
>> Ben: WHO'S CALLING WHO DISGUSTING?
YOU EVER GET A WHIFF OF YOUR OWN BREATH?
>> Ultimate Humongousaur: [ GRUNTING ]
I LOATHE YOU!
[ GRUNTING ] >> Ben: [ GRUNTS ]
LET GO, DOOFUS!
YOU'LL STRANGLE US BOTH!
>> I'VE SEEN CASES OF MULTIPLE PERSONALITY DISORDER BEFORE, BUT
NOTHING THIS PRONOUNCED.
THE FACT THAT HE SHARES DNA WITH THIS...CREATURE ONLY COMPLICATES
MATTERS.
>> Gwen: ARE YOU SAYING THAT HE'S STUCK THAT WAY?
>> PERHAPS IF I TRIED A HYPNOTIC TRANCE AS A WAY TO GET THE TWO
WARRING SIDES OF HIS PSYCHE TO MAKE PEACE.
>> Ultimate Humongousaur: HYPNOTIC TRANCE! HA!
LIKE YOU COULD HYPNOTIZE ME!
>> AND YOU'RE FLOATING DOWN A RIVER IN A BOAT, LYING BACK,
ROCKED BY THE GENTLE WATERS.
>> Ultimate Humongousaur: AAH!
[ GRUNTING ] [ ROARS ]
>> I-I'LL SEND YOU MY BILL!
>> Ultimate Humongousaur: MY HEAD!
MY HEAD! IT HURTS!
IT HURTS!
WHY WON'T YOU GET OUT?!
WHY WON'T YOU LEAVE ME ALONE?!
WHY?!
[ GROANS ] [ ENERGY PULSATING ]
EVER -- NOT A DREAM.
[ Echoing ] GWEN?
KEVIN?
ANYBODY?
IF I COULD JUST REMEMBER WHAT HAPPENED, I...
I EXPLODED OR...IMPLODED OR SOMETHING.
BLEW ME RIGHT APART, AND I -- WAIT A MINUTE.
AM I DEAD?
>> Kevin: YOU THINK HE'S DEAD?
>> Gwen: DON'T SAY THAT.
I'D KNOW IF HE WAS.
>> Kevin: HOW?
>> Gwen: I JUST WOULD.
>> Kevin: THEN WHERE IS HE?
>> Gwen: IN THERE, I-I THINK.
I CAN FEEL IT -- FEEL HIM.
AND...
>> Kevin: AND?
>> Gwen: SOMETHING ELSE IN THERE WITH HIM.
SOMETHING DANGEROUS.
>> Ben: I'M TOO YOUNG TO DIE AND TOO FAMOUS.
NOT TO MENTION HANDSOME AND SMART AND TALENTED.
AND CHARMING -- LET'S NOT FORGET THAT.
BUT IF I AM DEAD, CHANCES ARE THE PLACE WITH THE FIERY RED
LIGHT WOULD BE NOT WHERE I WANT TO GO.
[ RUMBLING ] GREAT.
I'M DEAD AND I'M IN AN EARTHQUAKE.
[ GRUNTS ] >> Ultimate Humongousaur: IT'S
NOT AN EARTHQUAKE, AND YOU'RE NOT DEAD.
YET.
>> Kevin: GO INSIDE SOME CRAZY COSMIC-WATCH THINGY WE DON'T
EVEN UNDERSTAND?
YEAH. NO.
>> Gwen: BUT BEN'S IN THERE.
>> Kevin: EVEN IF HE IS, IT'S BUSTED.
WE GO IN THERE, WE MAY NEVER COME OUT AGAIN.
>> Gwen: YOU HAVE A BETTER IDEA?
>> Kevin: YOU WANT TO FIX A WATCH, YOU GO TO THE WATCHMAKER.
>> Gwen: IT'LL TAKE TOO MUCH TIME.
AND YOU'RE TALKING ABOUT AZMUTH.
WHO KNOWS IF HE'LL EVEN HELP?
BEN NEEDS US NOW.
>> Kevin: HOW'S THIS?
YOU TRY YOUR WAY, I'LL TRY IT MINE.
BUT YOU BE CAREFUL IN THERE, OKAY?
>> Gwen: YOU TOO.
>> Ben: YOU'RE NOT REAL.
YOU'RE JUST PARTS OF ME!
>> Ultimate Echo Echo: LIAR!
>> Ultimate Spidermonkey: [ GROWLS ]
>> Ben: [ GRUNTS ] >> Ultimate Humongousaur: WHEN
ARE YOU GONNA GET IT THROUGH THAT THICK SKULL THAT WE'RE NOT
PART OF YOU?!
>> Ultimate Swampfire: WE'RE INDIVIDUALS WITH OUR OWN HEARTS
AND MINDS AND WILL.
>> Ultimate Big Chill: AND WE'RE SICK OF BEING TRAPPED HERE IN
THE ULTIMATRIX.
>> Ben: WAIT. WAIT.
THIS IS THE ULTIMATRIX?
>> Ultimate Humongousaur: YOU'VE BEEN OUR JAILER,
TENNYSON!
BUT NOW YOU'RE OUR TICKET OUT.
YOUR MIND CONTROLS THIS PLACE.
NO MORE YOU, NO MORE PRISON.
[ BEEPING ] >> Ghostfreak: GHOSTFREAK!
NOW YOU'RE UNDER MY CONTROL.
>> Ultimate Humongousaur: [ LAUGHS ]
YOU DON'T UNDERSTAND ANYTHING, DO YOU, TENNYSON?
YOU CAN'T CONTROL US -- NOT EVER AGAIN.
>> Heatblast: HEATBLAST!
>> Brainstorm: BRAINSTORM!
LISTEN!
WHATEVER IS GOING ON HERE, I DIDN'T DO IT TO YOU!
I'M ONE OF THE GOOD GUYS, REMEMBER?
I'M A HERO!
>> Ultimate Humongousaur: HERO?!
YOU TREAT US LIKE SLAVES!
>> Diamondhead: [ GRUNTING ] >> Ben: [ GRUNTS ]
[ GROANS ] >> Ultimate Humongousaur: TIME
TO PAY FOR YOUR SINS, TENNYSON.
>> Gwen: HEY!
NOBODY PICKS ON BEN BUT ME!
THAT'S THE WAY IT WORKS IN FAMILIES, RIGHT?
>> YOU ARE ENCROACHING GALVAN PLANETARY TERRITORY.
AS YOU ARE DEMONSTRABLY OF LOW INTELLIGENCE, I OFFER THIS
WARNING -- TURN BACK IMMEDIATELY OR AUTOMATIC
SECURITY SYSTEMS WILL DESTROY YOUR VESSEL.
>> Kevin: AZMUTH, IT'S ME -- KEVIN.
YOU ARE ENCROACHING GALVAN PLANETARY TERRITORY...
>> Kevin: I HATE RECORDINGS.
ALMOST AS MUCH AS I HATE PEOPLE TELLING ME WHAT TO DO.
>> ...TURN BACK IMMEDIATELY OR AUTOMATIC SECURITY SYSTEMS WILL
DESTROY YOUR VESSEL.
>> Kevin: I'M SO GOOD, I IMPRESS MYSELF.
[ ALARM BEEPING ]
>> Kevin: [ GRUNTS ] WONDER IF THERE'S BUS SERVICE
BACK TO EARTH.
HOPE HE'S HOME.
>> HALT!
>> Kevin: SECONDARY SECURITY SYSTEM?
>> THAT IS CORRECT.
>> Kevin: AND YOU'RE NOT GONNA LET ME WALK UP AND RING THE
DOORBELL, ARE YOU?
>> ALSO CORRECT.
>> Kevin: JUST MAKING SURE.
HYAH!
[ RUMBLING ] >> Gwen: I KNEW YOU WERE ALIVE!
>> Ben: DON'T THINK I'M NOT HAPPY TO SEE YOU, CUZ...
BUT THIS SO ISN'T THE TIME.
ENOUGH'S ENOUGH!
>> Way Big: WAY BIG!
>> Ultimate Humongousaur: RETREAT!
>> Ultimate Big Chill: RETREAT?
>> Ultimate Humongousaur: YOU HEARD ME.
>> Gwen: KIND OF LIBERAL WITH THE TRANSFORMATIONS.
>> Way Big: TRYING TO RUN DOWN THE BATTERY.
I FIGURED IF I TIMED OUT, IT WOULD SEND ME BACK TO THE REAL
WORLD.
BUT NO SUCH LUCK.
SO, UH, WHAT'S WITH THE GLOWY BODY?
>> Gwen: IT'S MY ASTRAL PROJECTION.
GUESS I'M MORE ANODITE THAN I THOUGHT.
>> Way Big: THE ULTIMATES SAY THEY'RE REALLY ALIVE AND TRAPPED
IN HERE.
CRAZY, HUH?
>> Gwen: OF COURSE IT IS.
TRANSFORMATIONS ARE JUST BLANK SLATES FOR YOUR MIND TO INHABIT.
>> Way Big: THEY DON'T ACT LIKE BLANK SLATES.
>> Gwen: EVEN IF IT IS TRUE, YOU DIDN'T KNOW IT WAS HAPPENING.
AND WHAT CAN YOU DO STOP IT, ANYWAY?
BEN?
WHAT ARE YOU -- [ GRUNTS ] >> Way Big: WHERE'D SPIDERMONKEY
GO?
>> Ultimate Spidermonkey: GUESS YOU GOT ME...
RIGHT WHERE WE WANT YOU!
>> Way Big: YOU LURED ME HERE!
>> Ultimate Humongousaur: GOT THAT RIGHT!
[ GRUNTS ] NOW, TENNYSON, YOU BURN, AND WE
LIVE!
>> Ultimates: [ Chanting ] BURN!
BURN! BURN! BURN!
>> Way Big: DON'T THINK SO.
[ BEEPING ] >> Ben: ON SECOND THOUGHT...
>> Gwen: AAH!
>> Ultimate Humongousaur: IT'S OVER, TENNYSON.
>> Ultimate Big Chill: WHY DON'T YOU JUST DO WHAT'S RIGHT?
>> Gwen: THAT'S ENOUGH!
>> Ben: GWEN, DON'T.
IF YOU USE THAT POWER FOR TOO LONG...
>> Gwen: I RISK LOSING MY HUMANITY.
THAT'S WHY I'M NOT WASTING ANY MORE TIME.
I'M DESTROYING THESE TRANSFORMATIONS, BEN.
>> Ben: NO, GWEN.
STAND DOWN.
>> Gwen: BUT...
>> Ben: STAND DOWN.
>> Ultimate Humongousaur: IF THIS IS SOME KIND OF TRICK...
>> Ben: NO TRICKS.
THERE'S ONLY ONE WAY OUT OF THIS.
IN ORDER FOR THE ULTIMATES TO LIVE...
I HAVE TO DIE.
>> Kevin: [ GRUNTS ] TENNYSON MAY HAVE MESSED UP THE
ULTIMATRIX, BUT HE'S PUT HIMSELF ON THE LINE AGAIN AND AGAIN!
HE'S RISKED HIS LIFE A HUNDRED TIMES FOR PEOPLE HE DIDN'T EVEN
KNOW -- FOR SLOBS LIKE ME, FOR JERKS LIKE YOU!
[ GRUNTS ] HE'S A HERO.
AND MORE IMPORTANT...
HE'S MY BEST FRIEND.
[ GROANS ] >> HALT, MECHAMORPH!
YOU COULD HAVE CALLED FIRST.
>> Kevin: I DIDN'T HAVE YOUR NUMBER.
>> YOU, KEVIN LEVIN, ARE EVOLVING.
PERHAPS THERE'S THE TINIEST SPECK OF HOPE FOR THIS UNIVERSE
AFTER ALL.
>> Ultimates: [ Chanting ] BURN!
BURN! BURN! BURN!
BURN! BURN! BURN! BURN!
>> Ben: WAIT.
BEFORE YOU...
LET ME SAY GOODBYE TO GWEN.
>> Ultimate Big Chill: DO YOU THINK WE'RE FOOLS?
>> Ultimate Humongousaur: NO.
LET HIM SAY HIS GOODBYES.
HE DESERVES THAT MUCH AT LEAST.
>> Gwen: WHAT'S THE PLAN?
>> Ben: NO PLAN.
I DON'T KNOW WHY THEY BRANCHED OFF AND BECAME INDIVIDUALS, BUT
I KNOW THAT THEY DESERVE TO LIVE FREE.
>> Gwen: SO DO YOU.
>> Ben: GOODBYE, GWEN.
YOU PROBABLY WON'T BELIEVE THIS, BUT I NEVER MEANT FOR YOU TO
SUFFER -- ANY OF YOU -- AND I'M SORRY.
WHAT HAPPENED?
>> YOUR SACRIFICE RESET THE ULTIMATRIX.
THE FLAW THAT GENERATED THE SELF-ACTUALIZED ULTIMATES HAS
BEEN CORRECTED.
ANY ULTIMATES GENERATED FROM THIS MOMENT FORTH WILL SIMPLY BE
REFLECTIONS OF YOU, AS WAS ALWAYS INTENDED.
>> Ben: BUT I JUMPED INTO THE PIT.
WHY AM I STILL ALIVE?
NOT THAT I'M COMPLAINING, MIND YOU.
>> YOUR INTENTION WAS WHAT MATTERED TO THE ULTIMATRIX --
THE FACT THAT YOU WERE WILLING TO SACRIFICE EVERYTHING IN ORDER
TO SET THEM FREE.
GENUINE SELF-SACRIFICE -- MORE RARE THAN ASTATINE OR FRANCIUM.
THAT'S TWICE TODAY I HAVE FOUND A SMALL MEASURE OF HOPE -- A
VERY DISTURBING PATTERN.
>> Ultimate Humongousaur: GLAD YOU'RE ALL HAPPY, BUT WHERE DO
WE GO WHEN THE ONLY HOME WE'VE EVER KNOWN...IS IN THAT DEVICE?
>> Kevin: YOU CAN ALWAYS GO BACK IN.
[ THUD ] OR NOT.
>> Ben: SOMEWHERE OUT THERE IS A PLANET WHERE YOU CAN BE FREE.
>> AND I CAN TAKE YOU THERE.
>> Ultimate Humongousaur: WE WERE WRONG ABOUT YOU.
I WAS WRONG.
>> Ben: GIVEN THE CIRCUMSTANCES, I CAN'T SAY I BLAME YOU.
I DON'T KNOW ABOUT YOU GUYS, BUT I'M STARVING.
BURGERS?
>> Kevin: MY TREAT.
>> Gwen: YOUR TREAT?
>> Kevin: HEY, IT'S THE LEAST I CAN DO FOR MY BEST GIRL.
AND MY BEST FRIEND.