>> ASCALON IS MINE ONCE AGAIN.
>> NOW...
NOW YOU WILL SEE WHAT THE DRAGON SAW.
>> LET THE DRAGON COME.
>> Gwen: I DON'T BELIEVE IT.
>> Ben: YEAH.
YOU'D THINK HE'D HAVE HELMET HAIR.
>> YOU HAVE MY PERMISSION TO GENUFLECT.
>> Kevin: I'LL GENUFLECT WHENEVER AND WHEREVER I WANT.
>> Gwen: KEVIN, "GENUFLECT" MEANS KNEEL DOWN TO HIM.
>> Kevin: OH.
NOT GONNA HAPPEN, DUDE.
>> Ben: YOU NEED TO PUT THE SWORD DOWN!
>> WHY WOULD I DO THAT, YOUNG MASTER TENNYSON?
ASCALON IS MINE.
>> Azmuth: NO.
IT'S MINE.
>> Ben: AZMUTH?
THAT'S YOUR SWORD?
>> Azmuth: HENCE THE WORD "MINE."
TRY TO KEEP UP, TENNYSON.
>> I HAVEN'T THE TIME TO BANDY WORDS WITH YOU, AZMUTH.
THE MONSTER HIDES WITHIN!
BUT NOT FOR LONG.
NOW THIS ENDS!
AAH!
>> Ben: THAT WAS A REALLY QUIET MONSTER.
>> IT WASN'T THERE.
APPARENTLY, WITH THE SEAL BROKEN, THE CREATURE CAN ENTER
OR EXIT THIS DIMENSION WHEREVER IT PLEASES.
>> Azmuth: THEN THERE'S NO REASON TO PROLONG THIS
FOOLISHNESS.
GIVE ME MY SWORD.
>> NOT WHILE THE DAIGON LIVES.
IF YOU WANT IT, YOU'LL HAVE TO TAKE IT FROM ME.
>> Azmuth: YOU THINK I CAN'T?
I AM AZMUTH, CREATOR OF THE OMNITRIX!
SCULPTOR OF WORLDS!
SMARTEST BEING IN FIVE GALAXIES!
OF COURSE I CAN TAKE IT FROM YOU.
BEN TENNYSON, TAKE IT FROM HIM.
>> Ben: YOU GOT IT!
>> Gwen: BEN, WAIT.
DOESN'T THIS SEEM A LITTLE -- >> Ben: AZMUTH IS TELLING ME TO
FIGHT.
YOU THINK I'M PASSING THAT UP?
[ BEEP ] >> Fasttrack: FASTTRACK!
I THOUGHT THAT WOULD GO DIFFERENTLY.
>> Kevin: NO. IT'S GOOD.
HE LOSES WAY FASTER THAN XLR8.
>> I'M WARNING YOU.
>> WHAT?!
LET...GO!
>> Kevin: MAKE ME, OLD MAN!
>> RESPECT YOUR ELDERS, STRIPLING.
AND BY THE WAY...
HAIR PULLING?
SERIOUSLY?
YOU FIGHT LIKE A GIRL.
>> Gwen: WRONG.
I FIGHT LIKE A GIRL!
HUH?
UGH!
>> AND THAT SHOULD TAKE CARE OF --
[ BEEP ] >> Humongousaur: HUMONGOUSAUR!
YOU'LL HAVE TO DO...
BETTER...
THAN THAT!
WELL, THAT BLEW.
>> I'VE BEEN GOING EASY ON YOU.
STAY DOWN.
>> Humongousaur: LIKE THAT'S GONNA HAPPEN.
>> YOU WERE WARNED.
>> IT WOULD BE DISHONORABLE OF ME TO DESTROY YOU WHEN YOU ARE
IGNORANT OF THE STAKES...
TO SAY NOTHING OF THE SWORD'S TRUE POWER.
BUT BE ASSURED, THE NEXT TIME YOU GET IN MY WAY WILL BE THE
LAST.
>> Kevin: MAN MAKES A CONVINCING CASE.
WHAT DO YOU THINK, BEN?
>> Gwen: BEN IS OVER THERE.
>> Kevin: OH.
I'M HALF BLIND, OKAY?
>> Gwen: SO I ONLY HALF LOOK LIKE A GUY?
>> Ben: AZMUTH, WHAT WAS GEORGE TALKING ABOUT?
>> Azmuth: THIS IS NO TIME FOR QUESTIONS.
>> Ben: ACTUALLY, I THINK WHEN SOMEONE ISN'T SMACKING ME AROUND
WITH A MAGIC SWORD IS THE PERFECT TIME TO ASK.
>> Azmuth: IT'S NOT MAGIC.
IT'S SCIENCE.
>> Ben: YOUR SCIENCE.
>> Azmuth: YES, BUT...
>> Ben: NO! NO "BUTS"!
BUTS ARE FOR HORSES!
>> Gwen: NO, "HAY" IS FOR HORSES.
>> Ben: THEN WHAT ARE "BUTS" FOR?
>> Kevin: THEY'RE FOR GETTING KICKED BY GUYS WITH MAGIC
SWORDS.
>> Azmuth: I TOLD YOU, IT'S NOT MAGIC!
ARE YOU PEOPLE LEARNING IMPAIRED?
>> Ben: LOOK, YOU'RE THE ONE WHO'S ALWAYS YELLING AT ME ABOUT
GOING INTO A FIGHT WITHOUT THINKING, WITHOUT ASKING THE
RIGHT QUESTIONS.
SO, I'M ASKING.
DON'T I DESERVE TO KNOW?
>> Azmuth: [ SIGHS ] VERY WELL.
CLOSE YOUR EYES.
ALL RIGHT. OPEN.
>> Ben: TELEPORTER?
>> Gwen: HAD TO BE.
BUT WHERE ARE WE?
>> Ben: GWEN! SHIELDS!
>> Gwen: NOTHING'S HAPPENING!
I CAN'T -- >> Kevin: LOOK OUT!
>> Gwen: I CAN'T EVEN FEEL IT.
>> Azmuth: THAT'S BECAUSE IT'S NOT REALLY HERE.
>> Ben: IS THIS...
PRIMUS?
>> Azmuth: YES.
THE WORLD I BUILT, SEVERAL THOUSAND YEARS BEFORE YOU SAW
IT.
>> Kevin: WORK IN PROGRESS?
>> Azmuth: WE'RE ALL WORKS IN PROGRESS.
YOU ARE SEEING IMAGES INTO WHICH I HAVE IMMERSED YOU, BUT YOU ARE
LIKE GHOSTS, UNABLE TO INTERFERE.
THE CONCEPT MAY BE TOO MUCH FOR A HUMAN MIND TO GRASP.
>> Ben: NOT IF YOU'VE SEEN "A CHRISTMAS CAROL."
>> Azmuth: I HAVE NO IDEA WHAT YOU'RE TALKING ABOUT.
NOW, BE QUIET AND PAY ATTENTION.
>> Kevin: BAH, HUMBUG.
>> Ben: THAT WAS KIND OF SUDDEN.
>> Kevin: NO KIDDING.
HEY! AZMUTH!
>> Kevin: HUH?
OH.
HE'S THE GHOST OF AZMUTH PAST.
>> Azmuth: YES.
AND YOU CAN'T CHANGE THE PAST, NO MATTER HOW MUCH ONE WOULD
LIKE TO.
>> Ben: WOULD YOU?
I MEAN, IF YOU COULD.
>> STILL AT WORK, AZMUTH?
IF I'D KNOWN YOU'D BECOME SO OBSESSED WITH IT, I'D NEVER HAVE
CREATED THAT SUBATOMIC VIEWER FOR YOU.
>> Azmuth: IT ENABLES US TO GAZE UPON THE PRIMAL FORCES OF THE
UNIVERSE, ZENNITH!
HOW CAN YOU NOT WANT TO HARNESS IT?
>> WE'VE HAD THIS DISCUSSION.
AND YOU PROMISED ME AN EVENING AWAY FROM THE LAB.
>> Azmuth: [ SIGHS ] YOU'RE RIGHT, MY LOVE.
>> Kevin: SERIOUSLY?
>> Gwen: I THINK IT'S SWEET.
>> Azmuth: SHE WAS.
SHE WAS PERFECTION.
ZENNITH, HOW CAN YOU NOT SEE THE POSSIBILITIES IN TAPPING INTO
THE FUNDAMENTAL FORCES?
>> I'M AS CURIOUS ABOUT THOSE FORCES AS YOU, BUT I DON'T SEE
THE NEED TO TRY AND CONTROL EVERYTHING.
>> Azmuth: IF YOU CAN'T CONTROL SOMETHING, YOU DON'T TRULY
UNDERSTAND IT.
>> I UNDERSTAND YOU, AZMUTH, AND I'M SURE YOU'RE BEYOND ANYONE'S
CONTROL.
>> Azmuth: ALL RIGHT, ZENNITH.
I'LL TRY THINGS YOUR WAY.
PROMISE.
>> Ben: LET ME GUESS -- YOU BROKE YOUR PROMISE.
>> Azmuth: I TRULY INTENDED TO DO AS SHE ASKED, BUT THEN
ZENNITH DREW MY ATTENTION TO SOMETHING.
>> LOOK, AZMUTH.
THAT PLANETARY SYSTEM IS IN PERFECT SYZYGY.
>> Ben: PERFECT WHAT?
>> Gwen: IT MEANS ALIGNMENT -- ALL IN A ROW.
>> Azmuth: YES.
AND I LOOKED TO THE HEAVENS, GAZING AT THOSE GLOWING PLANETS,
SHIMMERING IN A STRAIGHT LINE, AND ALL I COULD SEE WAS...
>> A SWORD?
>> Azmuth: IT'S PERFECT!
IT COULD CLEAVE RIGHT THROUGH REALITY, TAP INTO THE PRIMAL
ENERGIES.
>> IT'S IRRESPONSIBLE TO CREATE THINGS WITHOUT THINKING THROUGH
THE RAMIFICATIONS.
>> Azmuth: IT'S NOT MY JOB TO WORRY ABOUT WHAT HAPPENS NEXT.
WHAT MATTERS IS WHAT HAPPENS NOW.
>> Ben: WELL, THAT'S TRUE ENOUGH.
>> Ben: OW! WHAT?!
>> Azmuth: NO, IT'S NOT TRUE!
THAT'S THE POINT OF WHAT I'M SHOWING YOU!
THAT I WAS ONCE YOUNG AND STUPID, AS YOU ARE AT THIS VERY
MOMENT!
ZENNITH!
IT'S FINALLY FINISHED!
COME SEE!
ZENNITH?
AH, WELL. SHE'LL BE BACK.
>> Gwen: SHE DIDN'T COME BACK, DID SHE?
>> Azmuth: NO.
THAT, BEN TENNYSON, IS THE POINT.
>> Ben: SO YOU HIT ME IN THE HEAD 'CAUSE YOU WERE DUMB ENOUGH
TO IGNORE YOUR GIRLFRIEND?
>> Gwen: WHEN WAS THE LAST TIME YOU CALLED JULIE?
>> Ben: THIS ISN'T ABOUT ME.
>> Kevin: NO?
>> Gwen: WHAT HAPPENED TO THE SWORD?
>> Azmuth: YOU KNOW OF THE INCURSIONS?
>> Kevin: SURE.
A SPACE-GOING WARRIOR RACE ALWAYS FIGHTING WITH EACH OTHER
AND EVERYBODY ELSE.
>> Azmuth: DID YOU EVER WONDER WHAT HAPPENED TO THEIR HOME
WORLD?
IT WAS WAR-TORN, AS MULTIPLE FACTIONS BATTLED ENDLESSLY IN
EONS-LONG CIVIL WAR.
BUT THEN ONE WOULD-BE HERO LEARNED OF MY SWORD, STOLE IT,
AND RETURNED HOME, INTENDING TO USE ITS POWER TO REUNITE HIS
WORLD.
THIS WAS THE RESULT.
WHAT HAVE I DONE?
ZENNITH WAS RIGHT AFTER ALL.
I SWORE TO HIDE AWAY THE SWORD AND DEDICATE MYSELF TO PEACEFUL
SCIENCES.
>> Gwen: AND YOU DEVELOPED THE OMNITRIX AS A WAY TO PROMOTE
INTERSTELLAR PEACE AND UNITY.
>> Azmuth: IT WAS AN APOLOGY FOR WHAT I HAD BUILT BEFORE.
>> Ben: AND I TURNED IT INTO A WEAPON.
FUNNY HOW THAT WORKED OUT, HUH?
>> Azmuth: YEAH. HILARIOUS.
>> Kevin: I DON'T GET IT.
HOW DID GEORGE WIND UP WITH THE SWORD?
>> Azmuth: I GAVE IT TO HIM.
[ SWORDS CLASHING, CREATURES GROWLING ]
>> Kevin: THAT DOESN'T SOUND GOOD.
>> Ben: WHERE ARE WE NOW?
>> Azmuth: A PATHETIC BACKWATER PLANET I'D RUN ACROSS IN MY
STUDIES.
>> Gwen: IT'S EARTH, ISN'T IT?
>> Azmuth: YES.
I CAME HERE WHEN EARTH'S HISTORY WAS AT ITS DARKEST HOUR, AND I
MADE THINGS WORSE.
>> Azmuth: THE CREATURE PLANNED TO CROSS DIMENSIONS AND ARRIVE
HERE BACK IN WHAT YOU CALLED THE MEDIEVAL ERA.
HIS MINIONS, ALREADY IN OUR DIMENSION TO PAVE THE WAY,
ENCOUNTERED...
RESISTANCE.
THE KNIGHTS GAVE A GOOD ACCOUNTING OF THEMSELVES, BUT
MANY FELL TO THE MIND-CONTROL POWERS OF THE CREATURES.
SO KNIGHT TURNED AGAINST KNIGHT.
ONLY THE STRONGEST-WILLED WERE ABLE TO RESIST, AND THE
STRONGEST OF THEM ALL WAS SIR GEORGE.
BRAVE THOUGH HE WAS, HE WOULD HAVE FALLEN, TOO, HAD I NOT...
INTERCEDED.
>> [ PANTING ] >> Azmuth: ROUGH DAY?
>> [ GASPS ] A DEMON FROM THE PIT!
A TINY DEMON.
>> Azmuth: I'M NO DEMON FROM THE PIT.
I'M A VISITOR FROM THE STARS.
>> NOT EVERYONE IS WHO THEY CLAIM TO BE.
>> Azmuth: YOU WOULD KNOW.
YOU'RE MORE THAN YOU APPEAR, ARE YOU NOT?
YOU WERE BORN WHAT -- 900 EARTH YEARS AGO?
>> HOW DID YOU -- >> Azmuth: IT'S MY BUSINESS TO
KNOW.
>> IT'S TRUE.
I WAS BORN GEORGIUS, A ROMAN SOLDIER IN THE YEAR 231 A.D.,
NEARLY A MILLENNIUM AGO.
THE HOW OF IT IS A STORY FOR ANOTHER DAY.
WOULD THAT I HAD NOT BEEN BLESSED WITH IMMORTALITY IF IT
MEANT LIVING TO SEE MANKIND BROUGHT LOW.
WE HAVE NO WEAPON THAT CAN DEFEAT THE CREATURES.
>> Azmuth: NOW YOU DO.
THIS SWORD IS A WEAPON OF TERRIBLE POWER.
IF WIELDED BY ONE WHO IS WORTHY, IT CANNOT BE STOPPED.
>> IF IT IS SO FORMIDABLE, WHY DO YOU NOT WIELD IT YOURSELF?
>> Azmuth: BECAUSE I AM NOT WORTHY.
LISTEN CAREFULLY.
THE CREATURES YOU BATTLE NOW ARE NOTHING COMPARED TO THEIR
MASTER.
HE HAS ENSLAVED A HUNDRED DIMENSIONS AND NOW SEEKS TO
ENSLAVE OURS.
SHOULD HE GAIN A FOOTHOLD HERE, OUR ENTIRE UNIVERSE WILL FALL.
WHEN THE DAIGON COMES, YOU MUST DESTROY HIM!
>> WHAT HAPPENS AFTER I SLAY THE DAIGON?
>> Azmuth: I SINCERELY DOUBT YOU'LL BE ABLE TO.
>> DO NOT DOUBT ME, WISE ONE.
YOUR GIFT MAY HAVE SAVED HUMANITY.
>> Azmuth: SAVED IT OR DOOMED IT.
AFTER DEFEATING THE ERRANT KNIGHTS AND THE LUCUBRAS,
SAINT GEORGE STOOD ALONE AGAINST THE DAIGON.
HE CUT OUT THE CREATURE'S HEART AND LEFT THE SWORD BURIED IN IT.
I'LL SHOW YOU.
[ SWORDS CLASHING, CREATURES GROWLING ]
>> Kevin: NO.
>> Gwen: I...
I CAN'T WATCH.
I'M GONNA BE SICK.
>> Ben: AZMUTH, GET US OUT OF HERE NOW!
NOW!
>> Azmuth: AS YOU WISH.
>> Ben: YOU GUYS OKAY?
>> Gwen: IT WAS HORRIBLE.
IT WAS -- >> Kevin: WE DON'T HAVE TO BE
INVOLVED IN THIS.
>> Ben: WHY STOP GEORGE AT ALL IF HE'S JUST GOING TO USE THE
SWORD TO KILL THE MONSTER?
>> Azmuth: BECAUSE THE MONSTER WON'T UNDERESTIMATE HIM A SECOND
TIME.
GEORGE WILL LIKELY NEVER REACH HIS TARGET, AND MEANWHILE, THE
POWER OF THE SWORD WILL OVERWHELM HIM.
YOUR WORLD MAY END UP NOTHING BUT FLOATING RUBBLE.
>> Ben: OKAY.
SO YOU'RE SAYING THE SWORD NEEDS SOMEONE WORTHY, SOMEONE
INCREDIBLY BRAVE AND HANDSOME, SOMEONE WITH A STYLISH GREEN
JACKET.
>> Gwen: DIDN'T YOU LEARN ANYTHING?
THE POWER OF THE SWORD WILL OVERWHELM YOU, TOO!
>> Ben: HAVEN'T YOU LEARNED ANYTHING OVER THE PAST SIX
YEARS?
I'M THE GO-TO GUY FOR UNIVERSE SAVING!
>> Gwen: WE DON'T EVEN KNOW WHERE HE IS!
I MEAN, IF I HAD SOMETHING THAT BELONGED TO HIM, MAYBE I COULD
FIND HIM.
>> Kevin: HOW ABOUT THIS?
>> Ben: WHAT'S THAT? HIS HAIR?
>> Kevin: YEAH.
CAME OUT WHEN HE THREW ME OFF HIM.
>> Azmuth: BE CAREFUL, BEN TENNYSON.
YOU NOW KNOW THE STAKES.
>> Ben: HEY.
I DON'T EVEN BOTHER GETTING OUT OF BED IN THE MORNING UNLESS THE
UNIVERSE IS ON THE LINE.
>> Gwen: HE'S AT AREA 51.
>> Kevin: ROCK 'N' ROLL.
>> HUH?
>> Kevin: NEVER GETS OLD.
>> THERE THEY ARE!
>> NIGHTY NIGHT.
>> SO PREDICTABLE.
TELL ME, MASTER TENNYSON, HOW CAN YOU THINK THAT YOU, WHO HAS
YET TO LIVE A SINGLE LIFETIME, KNOWS BETTER THAN I, WHO HAVE
LIVED A THOUSAND?
>> Ben: AZMUTH HAS LIVED WAY MORE THAN THAT.
>> YES.
AND NOTICE HE ISN'T HERE.
>> Ben: YEAH.
BUT GUESS WHO IS.
[ BEEP ] >> Humongousaur: HUMONGOUSAUR!
[ BEEP ] >> Ultimate Humongousaur:
ULTIMATE HUMONGOUSAUR!
>> BIG.
BUT I'VE SLAIN BIGGER.
>> Ultimate Humongousaur: THAT SWORD HAS TOO MUCH POWER FOR
YOU!
AZMUTH SAYS...
>> OH, "AZMUTH SAYS."
YOU'VE HAD PEOPLE SECOND-GUESSING YOU,
MASTER TENNYSON -- EVERYONE FROM AZMUTH TO YOUR PARENTS TO THOSE
JACKALS IN THE MEDIA.
DOES IT NOT FRUSTRATE YOU, THEIR THINKING THEY KNOW BETTER?
>> Ultimate Humongousaur: A LITTLE, YEAH.
>> WELCOME TO MY WORLD.
>> Ultimate Humongousaur: NO MATTER WHAT YOU THINK, SOONER OR
LATER THAT SWORD WILL CORRUPT YOU!
>> IT DIDN'T BEFORE.
I ACHIEVED GREAT THINGS WITH IT.
MY FEATS ARE LEGENDARY.
>> Ultimate Humongousaur: SO ARE MINE!
>> BUT MINE HAVE STOOD THE TEST OF TIME.
MINE HAVE INSPIRED MILLIONS.
WHAT WILL YOUR LEGACY BE?
WITH WHAT STARS WILL YOU ALIGN?
HOW MANY TIMES HAVE YOU KNOWN IN YOUR HEART THAT YOUR WAY IS
BEST?
HOW MANY TIMES HAVE YOUR PLANS BEEN THWARTED BECAUSE THE VERY
PEOPLE YOU'RE TRYING TO HELP WON'T TRUST YOU?
>> Ultimate Humongousaur: WHAT DO YOU WANT?
>> TO BE LEFT ALONE SO THAT I CAN DESTROY MY ANCIENT ENEMY.
[ BEEP ] >> Ben: FINE.
MY FRIENDS AND I WILL BACK OFF.
BUT WHEN YOU FAIL, THE SWORD IS MINE.
>> Kevin: SO WE STUCK OUR NECKS OUT FOR NOTHING.
>> Ben: NO.
THIS WAY WE HAVE TWO CHANCES AT DESTROYING THAT...
WHATEVER IT IS.
GEORGE HAS EARNED THE RIGHT TO TRY IT HIS WAY.
AZMUTH, I THINK YOU SHOULDN'T HAVE TRIED TO STOP HIM.
>> Azmuth: YOU COULD BE RIGHT.
>> Ben: I MEAN, GEORGE SAYS I'M LIKE HIM, AND YOU SAY I'M LIKE
YOU.
I'M JUST TRYING TO -- WAIT, WHAT?
I'M RIGHT?
>> Kevin: MAYBE THE WORLD IS COMING TO AN END.
>> Azmuth: I SAID YOU COULD BE RIGHT.
AND IT'S NOT AS IF I'VE NEVER MADE MISTAKES, AS YOU NOW KNOW.
ALL THE REASONS I TOLD YOU THAT I BUILT THE OMNITRIX AND
ULTIMATRIX?
THEY'RE ALL TRUE.
BUT THERE WAS ONE MORE -- THE REAL REASON.
I WAS HOPING SHE WOULD NOTICE.