>> Ben: [ MOANING ] CUT IT OUT.
I'M TRYING TO -- [ GASPS ]
[ MUFFLED GRUNTING ] [ GROANS ]
>> Ben: [ GROANS ] [ GRUNTING ]
[ BEEP ] >> NRG: NRG!
GET...OFF...MY...FACE!
[ PANTING ] [ BEEP ]
>> Ben: OH, MAN.
I'M OKAY.
JUST A BAD DREAM.
[ CLICK ] [ STATIC ]
[ CLICKING ] INPUT?
GREAT. CABLE'S OUT.
I WAS GONNA CALM MYSELF DOWN BY WATCHING THE ZOMBIE CHANNEL.
[ TELEVISION TURNS ON ] AW, COME ON!
[ STATIC ] [ CLICK ]
REALLY?
[ SQUISH ] PERFECT.
SORRY ABOUT THE NOISE.
MY TV IS -- MOM? DAD?
A DNAlien?!
WHAT DID YOU DO TO MY PARENTS?!
TALK!
[ BEEP ] >> Fourarms: FOURARMS!
[ CRACK ] WAIT UP.
I'M NOT DONE WITH YOU YET.
NO!
MR. AND MRS. WASHINGTON!
ARE YOU ALL RIGHT?
ARE YOU EVEN HOME?
GONE -- JUST LIKE THE DNAlien.
WHAT'S GOING ON HERE?
MY PARENTS ARE GONE, THE NEIGHBORS ARE GONE.
I WRECK HALF THE BLOCK, AND NOBODY COMES OUT TO SEE WHAT'S
HAPPENING?
NOBODY CALLS THE COPS?
[ BEEP ] >> Ben: NOT ONE LIGHT ON.
WHERE IS EVERYBODY?
GWEN, WAKE UP. IT'S ME.
[ STATIC ] COMMUNICATIONS ARE DOWN.
MAYBE WHATEVER MESSED UP MY TV IS DOING IT.
IT SURE ISN'T A COINCIDENCE.
AUNT NATHALIE HATES WHEN I SHOW UP IN THE MIDDLE OF THE NIGHT.
MAYBE I'LL TRY KEVIN FIRST.
AT LEAST HE'LL STILL BE AWAKE.
KEVIN, IT'S BEN.
COME IN, PLEASE.
[ STATIC ] FINE. I'LL GO SEE HIM IN PERSON.
VILGAX!
DO YOU HAVE ANY IDEA WHAT INSURANCE COSTS FOR A TEENAGE
BOY DRIVING A SPORTS CAR?
[ BEEP ] >> Goop: THAT WAS A LITTLE
CLOSER THAN I LIKE TO CUT IT.
IT'S ALL STARTING TO MAKE SENSE NOW, VILGAX.
WHO ELSE IS POWERFUL ENOUGH TO PULL OFF EVERYTHING THAT'S
HAPPENED TONIGHT?
BY THE WAY, IT'S NOT "TAKE FREE SHOTS AT GOOP" NIGHT.
I CAN NEUTRALIZE THAT ACID FOR YOU IF YOU TELL ME WHERE MY
PARENTS ARE.
SINCE WHEN ARE YOU THE STRONG, SILENT TYPE?
COME ON!
START BRAGGING ABOUT HOW MANY PLANETS YOU'VE CONQUERED --
SOMETHING!
THIS IS GETTING US NOWHERE.
YOU CAN'T HURT GOOP, AND GOOP CAN'T HURT YOU, EITHER.
BUT I BET I KNOW WHO CAN.
[ BEEP ] >> Ultimate Spidermonkey:
ULTIMATE SPIDERMONKEY!
UH-OH.
AAAAAAAAAAAAAH!
...AAAAAAAAAAAAAAAAAAH!
[ BEEP ] >> Ben: [ GROANING ]
[ GRUNTING ] [ PANTING ]
YOU'RE AWFULLY MOBILE FOR A DEAD GUY.
COME ON, VILGY! TALK TO ME!
[ BEEPING ] YOU COULD AT LEAST HAVE THE
COMMON DECENCY TO GLOAT UNTIL MY ULTIMATRIX RECHARGES.
FINE. TIME FOR PLAN "B."
HEY! SLOW DOWN! I NEED A RIDE!
UH, THAT'S NOT THE BEST PLACE TO STAND.
FORGET I SAID ANYTHING.
NO VILGAX.
AND...NO DRIVER.
SURE.
IT'S BEEN THAT KIND OF DAY.
[ BEEPING ] STILL RECHARGING.
GUESS IT'S NOT A BAD NIGHT FOR A WALK.
>> Ben: KEVIN? YOU IN THERE?
WAKE UP!
OKAY, I'M COMING IN.
NOBODY HOME.
BUT THE CAR'S HERE.
EVEN IF HE TOOK THE RUSTBUCKET OUT, HE'D HAVE HIS CAR WITH HIM.
EVERYBODY'S GONE -- MOM, DAD, KEVIN...
JULIE!
AGGREGOR?
HOW'D YOU GET OUT OF THE NULL VOID?
SERIOUSLY, THIS WHOLE SILENT-TREATMENT THING -- IT'S
GETTING OLD.
[ BEEP ] >> Lodestar: LODESTAR!
WATCH OUT FOR THAT -- TRY AND FOLLOW MY VOICE.
COLD.
WARM.
UGH. COLD AGAIN.
COLDER.
WARMER.
YOUR EARS ARE OVER HERE WITH ME.
YOU CAN'T HEAR A WORD I'M SAYING, CAN YOU?
IT COULD BE WORSE.
I'M NOT SURE HOW, BUT I'M TRYING TO KEEP A POSITIVE ATTITUDE.
[ BEEP ] >> Ben: CALL JULIE YAMAMOTO.
[ Speed-dialing ] [ Pulsating tone ]
[ ENGINE REVS ] [ CAR DOOR CLOSES ]
JULIE!
[ DOORBELL RINGS ] PLEASE BE HOME, PLEASE!
[ CLICK ] JULIE?
I'M SO GLAD YOU'RE OKAY!
ALL THIS WEIRD STUFF IS HAPPENING.
MOM AND DAD ARE MISSING.
I CAN'T FIND KEVIN AND GWEN.
CAN YOU TALK?
JULIE?
I'LL FIGURE OUT WHAT'S GOING ON.
I PROMISE.
[ Strained ] JULIE...THAT'S...
TOO HARD.
LET ME GO!
AAAAAAAAAAAAAAAH!
[ BEEP ] >> Eatle: EATLE!
[ GROANS ] AAAAAAAAAAAAAAAAAAH!
YOU'RE NOT JULIE.
WHAT ARE YOU?
RRRRRRRRRRRRAH!
GONE?
[ BEEP ] >> Ben: GOT TO FIND GWEN.
SHE'LL KNOW WHAT TO DO.
SURE.
I PICK YOU UP AND YOU'RE VULKANUS OR DR. ANIMO OR...
SOMETHING.
NO, THANKS.
SAME GUY?
HOW'D HE -- YOU KNOW WHAT? DON'T CARE.
AAH!
[ TIRES SCREECH ] [ PANTING ]
COME ON, TENNYSON.
KEEP IT TOGETHER.
AAH!
[ TIRES SCREECH ] WHAT'S WRONG WITH YOU?!
ARE YOU CRAZY?!
HEX! ANSWER ME!
>> Kevin: NICE!
>> Ben: KEVIN? GWEN?
IS IT REALLY YOU?
>> Kevin: WHO ELSE WOULD IT BE?
>> Gwen: WE GOT HERE JUST IN TIME TO SEE YOU TAKE HEX DOWN.
>> Ben: I DIDN'T EXACTLY TAKE HIM DOWN.
HE JUST DISAPPEARED.
>> Kevin: WHATEVER.
YOU WON AGAIN, AS USUAL.
>> Gwen: WITHOUT A PLAN.
>> Kevin: OR EVEN TRYING HARD.
>> Gwen: GOOD POINT.
I HAVE TO STUDY AND PRACTICE.
>> Kevin: YEP, AND I HAVE TO HOLD BACK FROM USING MY ENERGY
POWERS, OR I COULD BECOME A MONSTER.
>> Gwen: BUT BEN JUST DOES WHATEVER HE WANTS, AND
EVERYTHING TURNS OUT FINE.
>> Ben: THAT'S NOT TRUE.
>> Gwen: KINDA IS.
>> Kevin: I DON'T KNOW ABOUT YOU, BUT I'M STARTING TO RESENT
IT.
>> Gwen: RESENT WHAT?
BEN HAVING ALL THE POWER AND GETTING ALL THE GLORY?
>> Kevin: YEAH -- THAT.
>> Ben: I CAN'T HELP IT IF I GOT THE ULTIMATRIX.
>> Gwen: SURE YOU COULD.
WHY DON'T YOU JUST GIVE IT TO ONE OF US?
LET US HAVE A TURN.
>> Ben: THAT'S RIDICULOUS.
I'M NOT GOING TO GIVE ANYBODY THE ULTIMATRIX.
>> Kevin: SELFISH.
>> Gwen: YOU SHOULD JUST TAKE IT FROM HIM.
>> Kevin: JUST WHAT I WAS THINKING.
WHAT'S IT GONNA BE, TENNYSON -- EASY WAY OR HARD WAY?
[ BEEP ] >> Chamalien: CHAMALIEN!
>> Kevin: HE'S GONE!
>> Gwen: BUT HE HASN'T GONE FAR.
COME ON!
>> Chamalien: [ PANTING ] [ BEEP ]
>> Ben: [ PANTING ] >> Kevin: GOING SOMEPLACE?
>> Ben: [ GASPS ] >> Kevin: IF YOU DON'T WANT TO
SHARE THE POWER, I'LL TAKE THE POWER!
>> Ultimate Kevin: [ GROWLS ] THAT'S ALL YOU'RE GOOD FOR.
>> Ben: AAH!
GWEN, YOU'VE GOT TO HELP!
SOMETHING'S HAPPENED TO KEVIN!
>> Anodite Gwen: WHAT A COINCIDENCE.
SOMETHING'S HAPPENED TO ME, TOO.
>> Anodite Gwen: THE ULTIMATRIX IS USELESS, BEN.
JUST GIVE IT TO US, AND WE'LL LEAVE YOU ALONE.
>> Ben: PLEASE, JUST TELL ME WHAT'S HAPPENING.
>> Ultimate Kevin: YOU'RE A SELFISH BRAT, AND YOU DON'T
DESERVE TO WEAR IT.
>> Ben: WHY ARE YOU SAYING THAT?
I ALWAYS DO THE BEST I CAN.
I TRY TO HELP PEOPLE.
>> Ultimate Kevin: YOU TURNED ME INTO A MONSTER.
>> Anodite Gwen: THAT'S TRUE.
>> Ben: YOU'RE NOT A MONSTER ANYMORE.
THIS DOESN'T MAKE ANY SENSE.
>> Ultimate Kevin: STOP THINKING, TENNYSON.
YOU'RE NO GOOD AT IT.
>> Anodite Gwen: GIVE US THE WATCH.
[ BEEP ] >> AmpFibian: AmpFibian!
>> Ultimate Kevin: AAAAAH!
[ GROANS ] >> Anodite Gwen: YOU KILLED HIM!
>> AmpFibian: NO. I DIDN'T.
I WOULDN'T!
>> Anodite Gwen: YOU DON'T DESERVE THE ULTIMATRIX.
GIVE IT TO ME.
>> AmpFibian: YOU'RE RIGHT.
I DON'T -- WAIT.
WHY DO YOU CARE MORE ABOUT THE ULTIMATRIX THAN YOU DO KEVIN?
>> Anodite Gwen: THAT'S NOT WHAT YOU SHOULD BE THINKING ABOUT.
THE ULTIMATRIX IS A CURSE.
IT'S COST YOU EVERYTHING -- YOUR FRIENDS, YOUR FAMILY.
MAYBE IF YOU MAKE A SACRIFICE, GET RID OF IT, EVERYTHING WILL
GO BACK TO THE WAY IT WAS.
YOUR PARENTS WILL COME BACK.
JULIE WILL COME BACK.
KEVIN WILL BE OKAY AGAIN.
IT'S TIME, BEN.
TIME TO GIVE IT UP.
>> Ben: THIS ISN'T RIGHT.
AND YOU'D KNOW THAT IF YOU WERE REALLY GWEN.
[ BEEP ] >> Swampfire: SWAMPFIRE!
THE ULTIMATRIX IS MINE, GWEN, AND I'M USING IT.
YOU KNOW WHAT ELSE?
I DON'T FEEL A TWINGE OF GUILT ABOUT IT.
>> Anodite Gwen: STOP IT, BEN!
>> Swampfire: WHY DON'T YOU STOP ME YOURSELF?
>> Anodite Gwen: THIS CAN'T HAPPEN.
YOU DON'T HAVE THE POWER!
>> Swampfire: YEAH.
IT'S LIKE A BAD DREAM, HUH?
>> Anodite Gwen: [ GRUNTS ] >> Swampfire: WHY DON'T YOU SHOW
YOURSELF, ALBEDO?
>> Albedo: HOW DID YOU KNOW?
>> Swampfire: ALL THAT STUFF ABOUT NOT DESERVING THE
ULTIMATRIX?
AND MY FRIENDS ABANDONING ME?
IF IT'S MY BAD DREAM, WHY IS IT ALL STUFF YOU'RE SCARED OF?
>> Albedo: CLEVER, TENNYSON.
BUT YOU'LL NEVER CATCH ME AGAIN.
[ BEEP ] >> Fasttrack: FASTTRACK!
ALBEDO?
COME OUT, COME OUT, WHEREVER YOU ARE!
HELP ME OUT A LITTLE, HERE.
MARCO?
YOU ARE A VERY BAD SPORT.
YOU'VE GOT ALL THE ADVANTAGES.
SOMEHOW YOU'VE TRAPPED ME IN A DREAMWORLD WHERE ANYTHING CAN
HAPPEN.
THAT'S NOT ENOUGH OF A HANDICAP?
HOW ABOUT THIS?
[ BEEP ] >> Ben: STILL SCARED TO FIGHT
ME?
EVEN ON YOUR HOME TURF?
EVEN WITHOUT MY POWERS?
WHY ARE YOU SCARED OF ME?
JUST BECAUSE I'VE KICKED YOUR BUTT EVERY SINGLE TIME WE'VE
FOUGHT, EVEN WHEN YOU HAD VILGAX TO BACK YOU UP?
CHEAP SHOT.
AND IT DIDN'T EVEN HURT.
>> Negative Big Chill: MY MISTAKE.
I'LL DO BETTER THIS TIME.
YOU SHOULD BE FROZEN!
>> Ben: I'M WEARING A JACKET.
>> Negative NRG: NO.
NO, NO! NO!
LET ME GO!
>> Ben: CHANGE INTO WHATEVER YOU WANT.
I'LL JUST KEEP BEATING YOU -- FOREVER AND EVER.
>> Albedo: I UNDERSTAND NOW.
SOMEHOW YOU'VE BROKEN FREE FROM THE DREAM EATER.
EASY ENOUGH TO FIX.
>> Ben: KEEP THAT THING AWAY FROM ME!
>> Albedo: WHA!
UNGH!
GET IT OFF ME! GET IT OFF ME!
[ Weakly ] GET IT OFF ME.
GET IT...OFF ME.
>> Ben: I HEARD A LOUD NOISE, AND WHEN I WOKE UP, I FOUND HIM
JUST LIKE THIS.
WHAT IS THAT THING?
>> Kevin: A CASSIOPEIAN DREAM EATER.
NASTY.
>> Gwen: FOUND IT ON THE EXTRANET.
THEY ATTACH TO A HOST AND MAKE THEM HAVE TERRIBLE NIGHTMARES.
THEY EAT THE CHEMICALS YOUR BRAIN PRODUCES UNDER STRESS.
>> Kevin: OBVIOUSLY, HE INTENDED THAT FOR YOU.
>> Gwen: BUT HE WASN'T PREPARED FOR HOW MESSY YOUR ROOM IS.
>> Kevin: [ CHUCKLES ] TRIPPED ON YOUR SMOOTHY AND
DROPPED THE BUG ON HIS OWN FACE.
>> Ben: CAN'T WE PULL IT OFF OF HIM?
>> Kevin: NOT WITHOUT TAKING HIS FACE ALONG WITH IT.
MAYBE A GALVAN DOCTOR?
>> Gwen: I ALREADY CALLED.
A PLUMBER TRANSPORT IS ON THE WAY.
>> Albedo: [ GROANING ] >> Ben: I WONDER WHAT HE'S
DREAMING.
>> Albedo: NO.
STAY BACK.
PLEASE.
PLEASE -- DON'T HURT ME!
STAY BACK!