Ben 10: Alien Force, Season 2

[At a warehouse]

Kevin:
Ben you sure this is the place?

Ben:
That's what the tip said.

Kevin:
Yeah that's what worries me. You don't get tips. I get tips. You got no connections.

Ben:
Come on Kevin. I got connections.

Kevin:
Yeah like who?

Ben:
Um uh like Gwen.

Gwen:
It's true. He does know me.

Ben:
A lot of support there Gwen. Thanks.

Kevin:
Forever Knights.

Gwen:
Up to no good as usual.

Ben:
Showtime. (activates the Omnitrix and turns into Chromastone)

Chromastone:
Chromastone!

[The team burst in through the roof]

Chromastone:
(Talking to the Forever Knights) All right, nobody move!

Kevin:
Hey did you guys hear us?

Gwen:
I don't think so. (Sticks hand through a Forever Knight)

Chromastone:
Holograms?

Magister Prior Gilhil:
Good guess. (The holograms disappears and introduces himself) Magister Gilhil of the Plumbers. Magister Prior Gilhil. I'm the Commanding Officer of this entire quadrant. You're all under arrest for impersonating officers of the law! (Shows a Plumbers badge)

Ben:
(Shocked) Under arrest for what?

Magister Prior Gilhil:
Impersonating a Plumber. We're the only law enforcement organization recognized by all signatories of the Milky Way treaty. That makes what you've done an interstellar-class felony.

Kevin:
Sounds bad.

Magister Prior Gilhil:
If I were you, I'd keep my mouth in check.

Kevin:
If I were you, I wouldn't threat a guy who can kick your can halfway up the street and back.

Magister Prior Gilhil:
Feeling froggy son? Then jump.

Gwen:
And if you're feeling smart, don't.

Kevin:
(Smiled) Ribbit. (Attacked Gilhil)

Magister Prior Gilhil:
Stay down son. (Kevin absorbed the metal and punched Magister Gilhil) As much as i'd enjoy going a few more rounds with you, I don't have the time. (Traps Kevin with magnetic lifter orbs)

Magister Prior Gilhil:
(Ben is about to turn into Goop) Don't! (Points weapon)

Gwen:
Do.

(Ben turns into Goop)

Goop:
Goop! (Goop holds Magister Gilhil) You wanna talk, let's talk.

[on the warehouse roof]

Kevin:
How come I don't see why we got to talk to him?

Magister Prior Gilhil:
Because i'm the Plumber officer in charge of this whole place.

Ben:
And you know we're the good guys.

Magister Prior Gilhil:
What I know is that over the last couple of months i've gotten several reports of you kids passing yourselves us as Plumbers.

Gwen:
Our grandfather was a Plumber.

Magister Prior Gilhil:
Max Tennyson. He was a good man, but that doesn't make you Plumbers. And you (Looks at Kevin) - you don't even have a claim by blood.

Kevin:
Yes I do! My father - my REAL father was...

Gwen:
Kevin?

Kevin:
Nothing. Never mind.

Magister Prior Gilhil:
Look the point is, there's a reason we shut down Plumber operations on Earth 5 years ago. After Vilgax was destroyed...

Ben:
(Interrupts Magister Gilhil) You mean after I destroyed him.

Magister Prior Gilhil:
Credit do, but Earth is a backwater level 2 planet. Without imminent threat, I can't allow Plumbers resources to be wasted here. I've got over 300 inhabitant planets under my watch.

Ben:
Look Magister -- can I call you "Magister"?

Gwen:
The other Plumber we met was Magister too. Magister Labrid.

Magister Prior Gilhil:
"Magister" is a rank. Not a name. You pretend to be Plumbers, but you know nothing about the job.

Gwen:
(yells) I never pretended to be anything!

Ben:
Aliens and earthlings were attacking our planet. We're just fighting to keep it safe.

Magister Prior Gilhil:
I've read a number of reports on your activities. There is no evidence of significant alien activity here.

Ben:
We've seen them! I wrecked one of their ships.

Magister Prior Gilhil:
Ben you already wear the Omnitrix so you already have special dispensation. The Galvan have requested that you not be interfered within minor matters (Turns to Gwen) and the reports i've read have indicated that as you say have never impersonated a Plumber, but you...

Kevin:
Yeah what?

Magister Prior Gilhil:
You've got a record. You've done time in the Null Void for a variety of crimes.

Gwen:
(Referring to Kevin) He's changed.

Ben:
He did his time. He's been helping us.

Magister Prior Gilhil:
He's been impersonating a Plumber. (Walks over to Kevin) Give me the badge you stole!

Kevin:
Don't take my badge, man, please.

Magister Prior Gilhil:
Now or you're going back to the Null Void. (Kevin gives in and hands Magister Gilhil the badge) Thank you. (Deactivates it) You're free to go, but if you ever get involved in Plumbers business again, I don't care what Azmuth says. You're all going to the Null Void, even you, Ben. (Teleports away)

Ben:
Is that it? Is this the end?

[At Mr. Smoothy's]

Ben Cheer up. Mr. Smoothy makes everything better. (Hands Kevin his cup)

Kevin:
(tries it) Ugh how does turnip and wheatgrass make anything better? (A little ticked)

Ben:
Well I like it! Besides it's also got ginger in it.

Kevin:
Oh ginger. That solves our problems (Sarcastically)

Gwen:
Seriously, Ben. Magister Gilhil pretty much just put us out of business. What are we gonna do?

Ben:
We're going to keep doing what we've been doing; find the aliens. Fight the bad guys.

Gwen:
He said he'd put us in the Null Void.

Ben:
He also said Plumbers never come around here anymore. We'll worry about it when or should I say if he ever shows up again.

Kevin:
He took my badge!

Ben:
(Mocks Kevin and changes voice) Badges? We don't need any stinking badges!

Kevin:
(Enraged) You think this is a joke? (Grabs and lifts Ben)

Gwen:
Kevin, let him go! (Kevin violently throws Ben onto the hood of his car)

Ben:
[Enraged] Dude!

Kevin:
I wanna be a Plumber, okay? When I was little, my mom would tell me stories about my dad. How he was a Plumber and he did all this cool stuff.

Gwen:
I never met your dad.

Kevin:
Me either, but I still wanna be like him.

Gwen:
That's why you know so much about the Plumbers and alien technology and everything.

Kevin:
It's why I agreed to help you guys in the first place mostly. I need my badge back Ben. It's the only thing that matters. (Gets in and drives off)

(The masked stranger barges into the castle and the Forever Knights tried to fight it, but it easily defeats them)

Connor:
(The masked stranger barges in) Who are you? What insignificant for dares to enter the castle of the Forever Knights? (The stranger remains silent) It doesn't matter. Dead men don't need names! (Sends the stranger flying with one hit)

Masked Stranger:
(Lifts giant piece of stone) Nice shot. You're just as strong as I heard. (Connor tried to fight, but the stranger hits him with the stone) That's it. Show me all of your power. (Feeds on Connor's power) Give me your strength.

Connor:
(on the floor) What do you want from me?

Masked Stranger:
(Looks down at him) I want to make a deal.

Gwen:
I brought you a present. (Throws Kevin a wooden ball)

Kevin:
(catches it) What's this?

Gwen:
A wooden ball. Absorb it. (Kevin absorbed it) How about this one? (Throws Kevin a metal ball, which he catched and absorbed) It's a ball bearing. Made out of uh I don't know ball bearing stuff.

Kevin:
Stainless steel.

Gwen:
I brought you a whole bag of them. All made of different materials. That way when you fight, you can change to whatever you want.

Kevin:
Thank you, but it doesn't really work that way. I need a lot of whatever i'm copying.

Gwen:
Oh.

Kevin:
And what makes you think I'm still helping you guys anyway?

Gwen:
(Holded his hand and Kevin absorbed her skin) Because you've changed.

Kevin:
Maybe, but i'm still on parole. That Magister can put me back in that Null Void anytime he wants.

(Gwen and Kevin are about to kiss, but the Highbreed broke in)

Highbreed:
(Breaks through garage wall) You scums. I will cleanse the planet of your filth.

Kevin:
Looks like I picked the wrong day to give up fighting monsters. (Absorbs metal from his car)

Gwen:
It's a Highbreed. Ben said they're too strong for us.

Kevin:
Well, Ben ain't here. (Attacked the Highbreed)

Humungousaur:
(Grabs the Highbreed's arm) Hey ugly, why don't you pick someone your own size? (throws him)

Highbreed:
(talking to the team) I wouldn't if I were you. (Spoke in an alien language and Magister Gilhil appears)

Magister Prior Gilhil:
Didn't take you kids long to get yourselves into trouble again did it?

Humungousaur:
Us? We were just…

Highbreed:
…attacking me for no reason.

Humungousaur:
He's one of the aliens we told you about. He's attacking the Earth!

Magister Prior Gilhil:
Sure kid. How about some proof?

Highbreed:
They attacked me for no reason. They said they were Plumbers.

Magister Prior Gilhil:
I've heard enough. You three are under arrest and you. I don't know what's going on here, but i'm gonna find out. You're coming with me for questioning.

Masked Stranger:
I beg to differ. No one's going anywhere not until I make your powers my own. (Starts absorbing the power of the 4 of them. Gwen is able to shield herself)

Highbreed:
You promised me that if I help you... (Groaned in pain and loses consciousness)

Masked Stranger:
I can't be trusted! (Humungousaur tries to walk towards him) I almost forgot how strong you are Ben. (Humungousaur reverts to Ben)

Ben:
(in a pained tone, holding his chest in pain) Who... are you... and how did you... (Realizes who the masked stranger is and widens his eyes. Looks back at Gwen who's fighting off his powers) Gwen! Run!

Gwen:
What?!

Ben:
You've got to get away. You're our only hope! Run!! Uhhh... (Loses consciousness)

(Gwen managed to stop the masked stranger's attack and escaped)

Masked Stranger:
You can't run forever lovely Gwen. I'll have my revenge on you too, but first things first. (We zoom over the unconscious Ben, Kevin, Gilhil, and the Highbreed)

[In some lab, Ben, Kevin, Magister Gilhil, and the Highbreed are all in a rig with their bodies chained up]

Magister Prior Gilhil:
I don't understand what's going on. That's the guy who tipped me off that you were impersonating Plumbers.

Kevin:
And he scammed Big Ugly too. [The Highbreed snarls at him] Well, he did. Don't snarl at me.

Ben:
I know who he is.

Masked Stranger:
Do you really?

Ben:
You had to be somebody who knows all the Plumbers and the Highbreed, but most importantly, you had to be someone with a grudge against us. Why don't you take off the dopey mask, Michael?

Kevin:
Wait, that's Michael Morningstar? The creep who tried to steal Gwen from– [blushes] Who, who stole all his powers from those girls at his prep school?

Masked Stranger:
When you ruined my plan, you nearly destroyed me, but over the weeks, my powers returned. Stronger than ever and so did my hunger. My old method of feeding is no longer sufficient.

Ben:
High school girls too tough for you, huh?

Masked Stranger:
To the contrary. I need more power than they can supply. Michael Morningstar no longer exists. [He takes off his mask revealing his hideous face] Now I am Darkstar.

Ben and Kevin:
[disgusted at his look] Eeuugghh!

Darkstar:
You did this to me and you will feed my hunger! (Shoots his beams at the four and starts absorbing their powers) I will take your strength and make it my own until you have no more to give.

Kevin:
(To Ben in a pained voice) If you can reach your Omnitrix – maybe Alien X.

Ben:
(in a pained voice) No! If he absorbed all that power, nothing could stop him!

Darkstar:
Eventually, I'll have it all, anyway.

Gwen:
Michael! [Darkstar turns around; disgusted] Ew. I swear you were better looking when we used to go out.

Darkstar:
Laugh while you can. I've got all the power of your teammates. Plus the Highbreed and the Plumber. How can you possibly hope to defeat me alone?

Gwen:
Who said anything about alone? (An army of DNAliens appear) They're pretty mad about you kidnapping their boss.

Humungousaur:
Nighty-night! [smashes Darkstar with both feet]

Gwen:
The Highbreed is gone.

Kevin:
The DNAliens must've sprung him while we were fighting. [Humungousaur lifts his foot off of Darkstar as he goes unconscious and changes to back Ben who is about to pass out] You okay man?

(Humungousaur reverts to Ben)

Ben:
Tired.

Gwen:
(Holded him) Sit down and catch your breath.

Magister Prior Gihil:
Is he okay?

Ben:
(Weakly) Everything spinning... going dim... need smoothie.

Gwen:
He's fine.

Kevin:
(Referring to Darkstar) You sure that rig will hold him?

Magister Prior Gilhil:
It's level 6 technology son. He isn't going anywhere, but the Null Void.

Ben:
What about us?

Magister Prior Gilhil:
I've been giving that some thought. You guys made a difference today.

Ben:
And?

Magister Prior Gilhil:
Maybe I don't need to re-assign good men to this quadrant. Maybe they're already here. (Referring to the team)

Kevin:
What's that mean?

Magister Prior Gilhil:
You've been drafted. (Hands Kevin a badge) Here's your badge back (Hands Gwen a badge) and here's one for you. (Ben gestures to himself) Don't push it kid. You've already got the Omnitrix. As of now, you're the only law in the quadrant. Do a good job. (Teleports away with Darkstar)

Ben:
(Kevin started walking) Hey where are you going?

Kevin:
(Looked at his badge, then at Ben and Gwen) I gotta tell my mom. [Walked away with Ben and Gwen looking on]

[In a warehouse]

Ben:
I got it covered. (Turned into Echo Echo)

Echo Echo:
Echo Echo! Going somewhere? (Highbreed attacked Kevin)

Kevin:
Nice goin, Mr. "I got it covered".

Echo Echo:
Hey, I'm all over it! (Jumped onto the Highbreed)

Reinrassic The 3rd:
Don't touch me creature.

Kevin Levin:
Don't let him in that thing! It's a Teleporter Pod! (tosses a rock at the pod)

Reinrassic III:
You damaged the transmission field! (gets sucked in along with Echo Echo)

Kevin Levin:
Ben!

Reinrassic III:
Your friend interfered with the teleporter settings.

Echo Echo:
Well, to be fair, we were a little... distracted, what with you trying to kill us... and all.

Reinrassic III:
That's right, I was. In fact I still am. (attacks Echo Echo and misses)

Echo Echo:
(ground shakes) Was that an earthquake? (giant worm-like alien appears) Whoa! Going to need back up. (on the jaws of the worm) Now. Let's try this again.

Echo Echo:
(referring to giant worm-like alien) What was that thing?

Reinrassic III:
A Dravek. Its kind is numerous on this planet.

Echo Echo:
Then we better get off this planet before anymore of them show up.

Reinrassic III:
We?

Echo Echo:
Yes we. You couldn't defeat it alone and I couldn't. If more of them come, our only hope of survival is to fight together. You know I'm right.

Reinrassic III:
I know no such thing.

Echo Echo:
Um, how do we get off this, this um planet; whatever it's called.

Reinrassic III:
We are on Turrawuste, a desert world; useful only as a teleporter-relay station.

Echo Echo:
So how come we didn't beam into the teleporter.

Reinrassic III:
The damage to the pod must've temporarily shifted the focusing axis.

Echo Echo:
Can you fix it?

Reinrassic III:
If we find the teleporter pod station on this planet, we won't need to fix it. (referring to Kevin's past mistake) Simply avoid hitting it with a rock while it's activated.

Echo Echo:
(referring to teleporter pod station) Where is it?

Reinrassic III:
Impossible to tell.

Echo Echo:
Impossible for you maybe. (uses sonic waves to spot the station) That way. It'll take us a day or more to reach on foot. Let's go.

Echo Echo:
Come on! The sooner we get moving, the sooner we get home. (scratches his butt)

Reinrassic III:
Your kind disgusts me.

Echo Echo:
Huh? What did you say? (looks at his hands)

Reinrassic III:
I will not allow such a filthy creature to spend a single moment longer in my presence.

Reinrassic:
Microcephalic vermin-ridden carcass!

Echo Echo:
That's an insult, right?

Echo Echo:
Creeps you out? I can take care of that. (changes back into Ben)

Ben Tennyson:
See? I'm really just a plain old human.

Reinrassic III:
That is even worse! Be gone, foul thing! I shall traverse to the transporter alone. (Dravek makes the ground shake)

Ben Tennyson:
We'll have to watch each other's backs. We don't want Draveks to get the drop on us. Or under us. You know what I mean.

Ben Tennyson:
Phew! Hot enough for ya?

Reinrassic III:
Yes.

Ben Tennyson:
No, see, I wasn't really asking. It's just an expression. It means it is hot out.

Reinrassic III:
It is obviously hot. I do not see the point of reiterating what we both already know.

Ben Tennyson:
Makes me glad I didn't say, "It's not the heat, it's the humidity."

Reinrassic III:
There is no humidity! It is in fact the heat!

Ben Tennyson:
I know! I'm just trying to make conversation.

Reinrassic III:
If I am forced to travel with you, then you must keep ten paces behind me at all times.

Ben Tennyson:
But I'm the one who knows the way.

Reinrassic III:
Ten paces.

Ben Tennyson:
Fine, whatever. Just get moving.

Reinrassic III:
(falls on the ground and Ben runs to help) Do not lay your hands on me, vile thing.

Ben Tennyson:
Here, you can use it to keep the sun of your head. (throws Reinrassic his jacket)

Reinrassic III:
I do not take charity from vermin. I merely require a moments rest. (dries up dramatically)

Ben Tennyson:
Rest won't cut it. You're dehydrated already.

Reinrassic III:
(talking about the Highbreed species) The one true species thrives in a much cooler climate.

Ben Tennyson:
Humans like it cooler than this too, but you're actually wasting away here! I've got something that can help us both beat the heat. (turns into Big Chill)

Reinrassic III:
I did not... request your assistance.

Big Chill:
I know. Chill dude. Ha, see what I did there?

Reinrassic III:
I do not.

Big Chill:
I made a little pun, see?

Big Chill:
(talking about a puddle of water) It was a trap.

Reinrassic III:
Gullible prey can often be lured by the right bait. Many creatures use this to their advantage.

Big Chill:
(talking about the Dravek) That thing's getting loose. Let's move.

Reinrassic III:
(offended) You cannot issue commands to me!

Reinrassic III:
Now that the danger has passed. I can locate water myself. (searching for water in the ground)

Big Chill:
Ugh, gross. (transforms back into Ben)

Reinrassic III:
There is water below the sand, if one looks deeply enough. (finds water) There!

Ben Tennyson:
I didn't know you Highbreeds were some kind of plants.

Reinrassic III:
We are not some kind of anything. The Highbreed is the only kind.

Ben Tennyson:
(referring to Dravek attack) Thanks for saving me back there... again. This is a huge thing: a sign of personal growth. Proof that underneath it all Highbreeds aren't so bad. That despite those terrible things you may have said before, you really do want to try to be friends with a human.

Reinrassic III:
It was in my own interest to stop that creature from harming you.

Ben Tennyson:
Yeah? Well, it's in MY interest to help anybody who needs it.

Ben Tennyson:
More Draveks underground?

Reinrassic III:
(looks back at the thousands of critters) Worse.

Ben Tennyson:
Come on, worse.

Reinrassic III:
Dasypodidae!

Ben Tennyson:
They're little. How can these guys possibly be worse than Draveks?

Swampfire:
Swampfire! (starts torching the Dasypodidae) This will only take, a second. Did I say a second? Because I think maybe more like an hour!

Swampfire:
(saves Reinrassic from a land slide) You're welcome.

Reinrassic III:
How dare! You filthy, unhand me.

Swampfire:
What is with you? Yeah, you don't like the alien creatures I turn into - I get it! - but, come on, I was saving you! Cut an alien-monster-guy some slack once in a while.

Swampfire:
This is as good a place as any to set up camp for the night.

Reinrassic III:
No. We shall walk through the night.

Swampfire:
No. We shall camp HERE for the night.

Reinrassic III:
(warningly) I would not use such an insolent tone with me, lesser creature.

Swampfire:
(runs up to him) Oh, really?

Reinrassic III:
You have not yet dealt with me at my full strength. See how the cool night air has begun to restore me?

Swampfire:
Yeah, I've noticed.

Reinrassic III:
I shall carry on from here on my own.

Swampfire:
All right. Go, then!

Reinrassic III:
You have outstayed your usefulness to me.

Swampfire:
So have you!

(a nearby roar is heard)

Reinrassic III:
We shall... camp HERE for the night.

Ben Tennyson:
(warming hands over fire) Pull up a boulder. Sit down.

Reinrassic III:
(suspiciously) So your inferno pit can deplete me of my strength. I think not.

Ben Tennyson:
It's a campfire. It's a tradition. You sit around it, and you know, talk.

Reinrassic III:
To you? For what conceivable purpose?

Ben Tennyson:
My name is Ben, Ben Tennyson. What's yours?

Reinrassic III:
I am known as Corine Reinassic III, seventh son of the noble Highbreed house of Dirassa, direct descendant of the High Order of Raseckt, heir to the--

Ben Tennyson:
I'm gonna call you Reiny.

Reinrassic III:
That is disrespectful, Ben-Ben Tennyson!

Reinrassic III:
I am not a lowly homo-palustris!

Ben Tennyson:
It's weird. Despite the fact that I don't trust you any farther than Humungousaur could throw you, it's still pretty cool how we've managed to work together to survive. I mean, we may not be friends exactly, but we're not full-on mortal enemies anymore either.

Reinrassic III:
You and I are enemies.

Ben Tennyson:
But we've been able to see past our differences, probably because I know what it's like to be - well, not a HighBreed, EXACTLY - but a whole bunch of other kinds of alien creatures kind of like you. (indicating the Omnitrix) Thanks to this, I get to walk a mile in other life-forms' shoes, so I can totally understand what it's like to be them since... I HAVE been them.

Reinrassic III:
Such presumption! - but what else is to be expected from a genetically inferior creature?

Reinrassic III:
Why would I, a HighBreed, be the slightest bit interested in befriending the revolting likes of YOU?

Ben Tennyson:
I'm just trying to be nice here. Find some common ground or something.

Reinrassic III:
You and I are more than mere enemies. Highbreeds were the very first race in the universe. All species hence, other than pure-blooded Highbreeds, are nothing but mongrels, hideous abominations of nature - especially humans. As soon as I no longer require your aid for my own protection, Ben Ben Tennyson, I shall eradicate you, and there will be one less vermin infesting a grateful universe.

Ben Tennyson:
You can't really believe all that. Not after everything we've been through. Not after the way I've been helping you.

Reinrassic III:
When you weren't trying to kill me.

Reinrassic III:
You are tired human. I shall take the first watch.

Ben Tennyson:
Oh no! I'm wide-awake. You get some sleep. I'll take the first watch. (Both of them rest)

Ben Tennyson:
(hearing a rumbling in the background) Did you hear something?

Reinrassic III:
I heard nothing except you, human - which is the same as nothing.

Ben Tennyson:
(dryly) Ha-ha.

Reinrassic III:
I believe I'm beginning to grasp your concept of humor.

Reinrassic III:
(after Ben repairs his hand) Why would you help me?

Ben Tennyson:
Why would you help me? (referring to small alien-creature attack)

Reinrassic III:
It was in my own interest to stop that creature from harming you.

Ben Tennyson:
Yeah, well it's in my interest to help anybody who needs it.

Ben Tennyson:
('spots the teleporter pod station) There it is. Come on! (looks back at Reinrassic) Not the ten paces behind thing again.

Reinrassic III:
Go home, Ben-Ben Tennyson. I shall remain here.

Ben Tennyson:
Did you hit your head or something? There's the teleporter. We can finally get off of this sand trap of doom and get back to our lives.

Reinrassic III:
I have spent too long with you Ben-Ben Tennyson. And have therefore myself become contaminated.

Ben Tennyson:
Contaminated?

Reinrassic III:
As clearly evidenced by my uncharacteristic behavior. Risking my own life to save you, a lonely human.

Ben Tennyson:
Reiny, what you did was a good thing.

Reinrassic III:
I have obviously become infected by your mongrel influence, and am now myself unclean.

Ben Tennyson:
But even if I believed that was true, why stay here?

Reinrassic III:
In self-imposed exile as it should be. For I can never return home, or anywhere. I could infect the rest of my kind. The only honorable choice is to remain here.

Ben Tennyson:
No!

Reinrassic III:
(proud of his race) Because all lesser beings other than pure unadulterated Highbreeds must be expunged from the universe... including myself.

Ben Tennyson:
I thought I had gotten through to you. I thought you had changed.

Reinrassic III:
This much is true. I have changed. And now, I must pay the price.

Gwen Tennyson:
Where's the Highbreed? Did he get away?

Ben Tennyson:
(sadly) I doubt it.

(The Forever Knights are running into their castle and close the entrance. Negative Humungousaur then breaks in)

Negative Humungousaur:
Forever Knights!!! (Grabs a Forever Knight)

Negative Humungousaur:
Answer me. Where is he?

Forever Knight:
Why do you ask what you already know? Are you testing us?

Negative Humungousaur:
(Pins a Forever Knight against a wall) I test your will to live. Now for the last time... (Changes back to Albedo)

Albedo:
Where is Ben Tennyson?

Gwen:
(Tracking Ben by a soda can) Tracking Ben like this feels weird, Kevin.

Kevin:
Your idea. All I know is that there is a lot of alien com traffic and Tennyson's name keeps coming up.

Gwen:
Getting something. Make a left.

Gwen:
(Looking at the torched Forever Knight hive) Wow.

Kevin:
Gwen, up there. (Pointed to Negative Jetray)

Gwen:
Ben, hey! (Negative Jetray flies away)

Forever Knight:
(on the ground) Ben Tennyson has shown no mercy.

Gwen:
Well what did you do?

Forever Knight:
Nothing. I swear on my order. He's ruined our hive in as many days.

Gwen:
(Looking at Kevin) First I've heard of it.

Forever Knight:
They say at court, that the cursed Ben 10 has also attacked more of our hives.

Kevin:
Your cousin took out a bunch of hives? Come on. He doesn't have the guts.

Gwen:
You mean it's not like Ben to go on a mission like that alone.

Kevin:
OKAY!

Gwen:
Why he's keeping secret from us?

[At Ben's house]

Julie:
(With mouthful of chili fries) You get it, Ben? The kid weighs 25 kilograms, 3 meters per second, 2 meters from the sudden merry-go-round.

Ben:
(brushes off crumbs from his hands) Wait. Julie, wait. I better write this down.

Kevin:
Congratulations, Tennyson. You're finally putting the Omnitrix to maximum use, you know clandestine butt-kicking-wise.

Ben:
What are you talking about?

Gwen:
Nice try. We saw you as Jetray flying away from a battle.

Ben:
Look, I've been studying all week for a physics test tomorrow. It's my worst subject.

Gwen:
Maybe you're not really studying.

Julie:
(talking to Gwen) Wait. Considering the aliens and weird transformations and stuff Ben deals with, there could be any number of explanations for what you saw.

Kevin:
You're saying you can vouch for his whereabouts?

Julie:
No, I got here a few minutes ago. He studies and I come over to help him review. Not that he's actually acing the reviews.

Ben:
(insulted) I'm getting better.

Julie:
(Sarcastically) You're making a real effort.

Gwen:
(Talking to Ben) With Grandpa Max gone, we've got to rely on each other. If you've got a secret, you should spill it.. now!

Ben:
I swear, I've been calculating the angular momentum. If I don't pass, my mom will ground me, which means minimal hero time (points at Omnitrix) and 0 Julie time (gestures to Julie). You do the math. (in a low voice) 'Cause apparently I can't.

Kevin:
I believe him. When you lie, your left eye twitches, but who knows, maybe you've been blackin' out and sleep fighting.

Gwen:
Is it possible? Is the Omnitrix making you attack your enemies in your sleep?

Ben :
(Sighs) If we're going to discuss this, I need more chili fries. (notices all of the chili fries are gone) [To Julie, angered] You said you didn't want any.

Julie:
What? They're delicious.

[Inside Burger Shack:
Albedo enters. He goes to the counter.]

Albedo:
[Holds up some dollars] You disgust me. You, this miasma you call food. [Angrily slams the dollars on the counter] It's foul, smelly, oily digestive preparation. Everything human reeks!

Cook:
[Hands Albedo a bag of chili fries] Yeah, probably the onion.

Albedo:
[Takes the bag and smells it] Ugh! All the same, I find myself craving the entire, putrid experience. It must be in the DNA. [Takes out and eats some chili fries, then leaves]

Ben:
[Enters and goes to the counter, then takes out some dollars and puts them on the counter] Chili fries.

Cook:
Careful, kid, those double portions catch up on you. [Pats his belly]

Ben:
[Confused] Excuse me?

Cook:
Friendly advice: Take it or don't. [Hands Ben his own bag of chili fries. Ben takes it in annoyance]

[Outside Burger Shack:
Gwen and Kevin are waiting for Ben to come out.]

Gwen:
Here he comes.

[Albedo comes out of Burger Shack.]

Albedo:
[Wipes his mouth and burps] I sicken myself.

[Albedo activates his Omnitrix and transforms into Negative Big Chill. Negative Big Chill flies away.]

Kevin:
[Sees Negative Big Chill flying away] What the heck? [Drives after Negative Big Chill along with Gwen]

Ben:
[Comes out of Burger Shack and sees Gwen and Kevin driving away] Guys? [Tries to run after them, but is unsuccessful] Guys! [Activates his Omnitrix and transforms into Big Chill]

Big Chill:
Big Chill! [Flies after Gwen and Kevin]

Gwen:
(Talking to Negative Big Chill) Ben? Are you feeling okay? You kind of took off without us back there.

Negative Big Chill:
(Grabs Gwen) You-you know of Ben? Where is Ben?

Kevin:
(pushes Albedo Big Chill) I knew you'd snap eventually! (smells Negative Big Chill's breath) Phew, chili fries. (fans the air with his left hand)

Negative Big Chill:
Ugh, I agree.

Gwen:
Change back, Ben; let's go home.

Albedo:
Yes, it is I, Ben Tennyson. Transport me Ben 10 to my domicile. There are grave matters there of a personal nature to which I Ben 10 must attend.

Big Chill:
(Landed and next to Gwen and Kevin) Thanks a lot guys. You left me. (Noticed Albedo and reverted to Ben)

Ben:
And, uh, who's your good-looking friend?

Albedo:
Ben Tennyson? A most difficult creature to find, but I must see you. I am Albedo of the Galvan.

Ben:
A Grey Matter? (Looks at him) Kinda tall.

Albedo:
I am the builder of the Omnitrix. I must have it back. Your days as Ben 10 are at an end. Remove your Omnitrix and return it.

Ben:
Wait Albedo. I thought this was the only Omnitrix in the universe and anyway a guy named Azmuth built it.

Albedo:
Azmuth is a liar.

Ben:
But the DNAliens, the Highbreeed. I'm supposed to save the world with it.

Albedo:
(talking about the Omnitrix) It is incomplete and prone to catastrophic malfunction.

Ben:
(taps the Omnitrix) Not lately.

Albedo:
You have great luck, or by now you would've ripped a hole in the fabric of the universe.

Kevin:
(talking to Albedo) Well, which is it? Do you want the watch to fix it, or to keep the universe from falling apart?

Albedo:
Both!

Gwen:
(referring to Albedo) He could be a Highbreed trying to trick you out of it.

Ben :
Maybe. Why don't you show your face? It feels a little crazy talking to myself.

Albedo:
If only I could. I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body. Constantly craving chili-fries and scratching myself in places I suspect are inappropriate!

Gwen:
Wow! He really is you!

Albedo:
(talking to Ben) You see, your DNA is encoded as the default in your Omnitrix. Mine synchronizes across space and time with yours. You have become my default as well.

Ben:
Since you built the Omnitrix, tell me how it comes off.

Albedo:
(confused) Yes, I trust you are versed in the practical applications of eight dimensional quantum gravity monopoly equations. (left eye twiches)

Ben:
It really does twitch when I lie.

Kevin:
Told ya.

Albedo:
Very well, there are other ways to disarm you. (pushes Kevin and transforms into Negative Jetray)

(Negative Jetray grabs Ben)

Ben:
Oww! (transforms)

Humungousaur:
Humungousaur!

Humungousaur:
(Negative Jetray shoots rays at him) Hey! That really stings!

Negative Jetray:
You are not worthy to wear the Omnitrix.

Kevin:
An evil twin, huh? Guess you really are a hero.

Ben:
A hero with a big test in the morning and i'd be home studying if you'd have listened to me the first time.

Gwen:
(in the Computers store) Too many machines. Not enough living things. I can't track Albedo in here.

Ben:
We'll split up and surround him.

Gwen:
How will we know which one is the real you?

Ben:
(Kevin draws an X on Ben's left cheek) Hey!

Kevin:
We'll call you Ben X. (Ben rubs his left cheek with saliva and gets rid of the X)

Albedo':
Guys, over here. I think I heard something.

Kevin:
(referring to Ben) Didn't you go the other way?

Albedo:
Yeah. Oh man, I should not have erased Kevin's mark.

Ben:
(appears and yells) Hit the deck! (Albedo shoots Gwen and Kevin with packing foam)

Kevin:
(struggling to break loose) This reeks. He got us with packing foam. No leverage.

Gwen:
Push!

Ben:
Look Albedo. You're not getting my Omnitrix.

Albedo:
I have all of your powers and a superior intellect. Surrender if you value your life.

Ben:
'Cause that would be so much smarter. (turns into Goop)

Goop:
Goop! (Albedo tries to shoot packing foam at Goop, but missed. Albedo turns into Negative Humungousaur, defeats Goop and charges at him. Goop then switches into Swampfire.)

Swampfire:
Swampfire! (Negative Humungousaur tries to slam Swampfire with his tail, but missed.) Here's mud in your eye! (Swampfire throws a slime like substance at Negative Humungousaur's face and shoots fireballs at him.)

Kevin:
(Gwen cutting the packing foam with magic beams) Ow! Hot!

Gwen:
Sorry.

[Negative Humungousaur turns into Negative Big Chill. Swampfire tries to shoot fireballs at Negative Big Chill, but made himself intangible to avoid the fireballs. Negative Big Chill frozed Swampfire with his ice breath. Swampfire then switches into Brainstorm.]

Brainstorm:
Brainstorm! Tremble before my electrolocutive power, you feckless facsimile! (Brainstorm used his lightning from his brain to zap Negative Big Chill who then turned into Negative Echo Echo)

Negative Echo Echo:
Ouch! Hurt! Ouch! (Negative Echo Echo duplicated into clones of himself. Brainstorm tried to zap them, but missed.) Surrender or die! (Negative Echo Echo and his clones used sonic scream to give Brainstorm a headache.)

Brainstorm:
Deucedly difficult to cogitate. (Brainstorm then switched into Jetray)

Jetray:
Jetray! (Shot lasers from his tail at the Negative Echo Echo clones.)

Negative Echo Echo:
You... can't... keep... this... up! (The Negative Echo Echo clones fused into one and turned into Negative Spidermonkey and shoots a web from his tail at Jetray on the ceiling wall.)

Negative Spidermonkey:
Your Omnitrix will lose power. Yield! Yield! YIELD! (Negative Spidermonkey punched Jetray twice until Jetray blasts him away with his laser vision. Jetray then turns into Chromastone.)

Chromastone:
Chromastone! (Used his multicolored power from his body to free himself from the web and charged to Negative Spidermonkey) Ahh! (Suddenly reverted to Ben)

Ben:
Uh oh.

Negative Spidermonkey:
I told you! (screeches) You have drained your Omnitrix where as mine... (Reverted to Albedo)

Albedo:
I don't need an Omnitrix to destroy you!

(both attempt to punch each other, but their Omnitrixes link)

Ben:
(after the Omnitrix's fuse) What's going on?

Albedo:
Their proximity is creating a bio-energy feedback! (Albedo's jacket, shirt, eye, and hair color change)

Kevin:
No confusing those two now.

Albedo:
You have damaged this form! You will pay!

Ben:
Tell me how to get these apart!

Albedo:
Perhaps if one of us could manage to die!

Ben:
Don't tempt me!

Kevin:
Great, now we're all trapped.

Albedo:
He's here.

Gwen:
Who's here?

Albedo:
Azmuth.

Azmuth:
You bet he is. Azmuth of the Galvan; the true genius behind the Omnitrix. You've overloaded the thing so badly I could sense it half-a-galaxy away. Those non-stop transformations are going to break it.

Ben:
I was just…

Azmuth:
(interrupts) Save it, I know. Albedo, my former assistant, built an inferior copy. I warned you that there could only be one Omnitrix. You ignored me.

Kevin:
(referring to Albedo) Someone's in trouble.

Albedo:
I will not trust the universe's fate to an unworthy human. If my Omnitrix cannot function, I will have his!

Azmuth:
I told you the Omnitrix is beyond you. You could have doomed us all!

Ben:
So the universe really was at stake?

Azmuth:
If you'd lost the Omnitrix, yes. Albedo only wanted it to restore his original form.

Albedo:
This human body is unbearable!

Kevin:
I get that, and the face is even worse.

Azmuth:
Albedo, through your arrogant act of rebellion, you have proven yourself a lesser being. (hop onto Albedo's arm and pulls out the core from his Omnitrix) You shall remain as you are, in a prison of your own making.

Albedo:
(horrified) No, you can't!

Azmuth:
I have.

Albedo:
[As he teleports away] I HATE YOU!!!!!

Azmuth:
He won't bother you again. You're on your own from here.

Ben:
I still have a few questions. Like what's the watch really for, and how many aliens can I... (interrupted)

Azmuth:
Look, kid, you alone have made the Omnitrix a force for good in ways I never conceived. It's better, I think, to allow you to create your own way of using it, no question. For all my concerns, you're the only being worthy to wear it – and I'm not the only one who thinks so.

Ben:
Who else?

Azmuth:
My business. It's a... surprise.

Kevin:
Now you're just teasing.

Azmuth:
There are difficult trials ahead. Be ready. (Teleports away)

Gwen:
First trial is your physics test in about 3 hours.

(Scene changes to classroom at Ben's school the next day)

Ben:
(nervous) Oh, man. (Julie receives an A on her test and Ben receives a C+ on his)

(At Mr Smoothy)

Ben:
(shows Gwen his test) C+ and you thought I wasn't really studying.

Gwen:
I'm sorry. The suspicious circumstances made me… suspicious.

Kevin:
And i'm sorry I thought it was you kicking butt.

Ben:
Fair enough… I suppose. Don't know how much I like Azmuth not letting Albedo turn back. Like that's a punishment. Being me isn't so bad. (slurps his smoothie)

[Albedo is sitting in a cell somewhere in space.]

Albedo:
Why bother with a cell? This human body is prison enough.

[A slot on his door opens.]

Guard:
Dinner.

[A green rod made of alien food is pushed in. It rolls over to Albedo's feet. He picks it up.]

Albedo:
But some day I will be free, then they will all suffer, starting with Ben Tennyson. Until that day– [Throws his food against the wall, causing it to shatter] BRING ME CHILI FRIES!!!!!

[At Ben's home]

Ben Tennyson:
(finds a metal piece in his mouth while brushing his teeth) Where did this come from?

Gwen Tennyson:
(annoyed and sighs again, magically pulls Kevin away from fixing his car)

Kevin Levin:
HEY!

Kevin Levin:
What?!

Gwen Tennyson:
Oh, look! They're having a formal dance at my school on Friday!

Kevin Levin:
What? You want me to take you to the dance?

Gwen Tennyson:
Great! Pick me up at 7!

Kevin Levin:
What?! Wait! (shocked)

Ben Tennyson:
I cannot stress enough the importance of flossing.

Kevin Levin:
Uh huh.

Ben Tennyson:
I found this in my teeth. I think something may be going wrong with my powers.

Kevin Levin:
Uh huh (curious) What do you know about girls?

Ben Tennyson:
...Okay that has nothing to do with my problem. What do you want to know?

Kevin Levin:
Gwen's school is having some dance.

Ben Tennyson:
And?

Kevin Levin:
I think she might expect me to take her.

Ben Tennyson:
So take her.

Kevin Levin:
But the dance is at Gwen's fancy prep school...with a sit down dinner and everything. What if she expects me to waltz. What if I use the incorrect finger fork.

Ben Tennyson:
If she wants you to dance, dance.

Kevin Levin:
(cuts Ben off) But, I don't know how...

Ben Tennyson:
(cuts Kevin off) And, there's no such thing as a finger fork.

Kevin Levin:
See, if I was a preppy guy, I'd know stuff like that.

Ben Tennyson:
You've saved the world. You've been to the Null Void and back. I'm sure you can handle the spring formal. But I'm having problems...

Kevin Levin:
(cuts Ben off) I should go rent a video on dancing, and maybe one on forks. Just to be safe.

Julie Yamamoto:
(watching Big Chill eat) Support beams. Roof. We definitely have a problem here.

Julie Yamamoto:
(reading her notes) 6:30, you transformed into Big Chill.

Ben Tennyson:
Are you sure? I programmed Jetray.

Julie Yamamoto:
At 6:31, you exclaimed: "Big Chill."

[Ben's House; Ben opens the fridge looking for something]

Ben Tennyson:
They've got to be around here somewhere. [finds a jar of pickles] Score! [takes the pickle jar out of the fridge before shutting it and eats a pickle; gets startled when Kevin appears in front of him]

Kevin Levin:
Where have you been?

Ben Tennyson:
Want a pickle?

Kevin Levin:
No.

Ben Tennyson:
More for me.

Kevin Levin:
Will you forget about the pickle? We got a major problem.

Kevin Levin:
You sure this thing is gonna work?

Ben Tennyson:
Trust me. It's one of Grandpa Max's tuxes.

Kevin Levin:
Grandpa Max wasn't the skinniest guy out there.

Ben Tennyson:
It's from when he was younger. You're the same size, er, close enough.

Kevin Levin:
(looks at his tie) Aren't these things suppose to come with clips?

Ben Tennyson:
Not if you're older than twelve.

Kevin Levin:
I'm not like all those prep guys from her school.

Ben Tennyson:
Which is why she wants to go to the dance with you and not one of them. Just be yourself. There. Don't you look dapper? [takes out and eats the last pickle from the jar and drinks the pickle juice]

Kevin Levin:
You sure like pickles.

[At Gwen's house]

Kevin Levin:
It's just a dance right? Nothing to worry about. I look pretty good.

[In Kevin's Car]

Gwen Tennyson:
(looking at her corsage) Yellow Roses - how did you know?

Kevin Levin:
I'm a sensitive guy for what the ladies like.

Gwen Tennyson:
Really?!

Kevin Levin:
No, acually Ben told me, but he was really cool about it. Gave me a lot of good advice.

Gwen Tennyson:
(slight laugh) Good advice? Ben?

Kevin Levin:
(slight chuckle) Yeah. He tied my tie for me.

Gwen Tennyson:
Ben? Gave you dating tips and helped you tie your tie?

Kevin Levin:
It could happen.

Kevin Levin:
Let's dance.

Gwen Tennyson:
We can't go in there.

Kevin Levin:
But I learned the proper forks and everything! Outside to inside, right? Or was that little to big? Aw, man!

Gwen Tennyson:
That's not the problem, Kevin.

Kevin Levin:
[Slams his fist on his car hood, enraged] I knew it! You're embarrassed to go with me.

Julie Yamamoto:
We'll get Kevin and Gwen. They can help.

Ben Tennyson:
No. They're too busy with the dance. I'm on my own.

Julie Yamamoto:
(puts her hand on his shoulder) You're not alone. You've got me.

Passenger:
(terrified) Slow down.

Driver:
(continuously pressing brakes) I can't! The brakes don't work.

Passenger:
(screams) Aaaaaaaaaaahhhh!

Driver:
(yells out) You're making me nervous. Stop screaming!

Passenger:
You're screaming, why can't I scream?

Driver:
Fine. You wanna drive?

Driver:
(after Big Chill saved them) What is that thing?

Passenger:
Who cares, he saved our lives. Thank you. (Big Chill starts biting the car)

Driver:
Hey, what do you think you're... (Big Chill angrily snarls at them)

Kevin Levin:
(admiring himself in the mirror) Wanna dance?

Gwen Tennyson:
We'll handle it.

Julie Yamamoto:
Forget that! Ben's in trouble. I'm going too!

Gwen Tennyson:
Julie said it was Big Chill doing this.

Kevin Levin:
Yeah?

Gwen Tennyson:
We had a problem with one of the aliens going rogue. It was Ghostfreak.

Kevin Levin:
Never liked that guy. What's your point?

Gwen Tennyson:
Maybe there's some connection between Big Chill and Ghostfreak, like maybe these ghost personalities are just plain evil.

Kevin Levin:
Maggot goo all over my tux!

Kevin Levin:
(showing Ben the video of Big Chill babies) Yep. Those are your kids.

Ben Tennyson:
How!?

Kevin Levin:
According to this, Necrofriggian, that's Big Chill's race, lays eggs once every eighty years or so. They'll live in space where it's cold, feeding on solar plasma. I doubt you'll ever see them again... mommy.

Ben Tennyson:
Cut it out!

Ben Tennyson:
(getting on Julie's moped) This is the most embarrassing...

Julie Yamamoto:
I think you made a great mommy.

Gwen Tennyson:
This is a very bad idea. I mean we don't even know how to work a teleporter pad. Ben? Are you hiding?

Ben Tennyson:
No. It’s just, if a fly lands on that banana when it teleports and it rematerializes as a deathly banana fly monster. I don't wanna be standing right next to it, is all.

[After the teleporter pad was destroyed and Swampfire reverts back into Ben]

Ben Tennyson:
Everyone alright?

Kevin Levin:
Forget that! What about the teleporter pad?!

Gwen Tennyson:
Deep down, he's really glad we're okay.

Kevin Levin:
It's totally trashed.

Ben Tennyson:
At least we don't have to worry about any "banana-fly" monsters. (Gwen glares at him) I'm just saying.

Kevin Levin:
I know a kid, might be able to fix it.

Gwen Tennyson:
Fix alien tech?

Kevin Levin:
He's a total super genius with any kind of machinery. Doesn't matter if it's human or alien. I'll bring Cooper over from his lab.

Ben Tennyson:
Cooper? Pasty kid?

Gwen Tennyson:
Blonde? Bad haircut?

Ben Tennyson:
Had a big crush on Gwen? [Gwen angrily elbows him for that] Ow!

Kevin Levin:
Sounds like the same guy. But, uh, who wouldn't have a crush on you?

Ben Tennyson:
He helped us out once back when we were kids. You should've told us you knew him.

Kevin Levin:
Didn't exactly come up.

Ben Tennyson:
You didn't think a kid with the ability to manipulate alien tech would have been helpful against the DNAliens?

Kevin Levin:
It's possible I know two or three people I haven't told you about, Ben. Anyway, if you're so smart, why didn't you think of him before?

Ben Tennyson:
Okay, that's a fair point. Let's go.

[As the trio arrives at Cooper's house]

Kevin Levin:
So, Gwen, excited to see your ex?

Gwen Tennyson:
Zip it. (to Ben) You just had to mention the crush?

Ben Tennyson:
Probably not.

[They then enter the basement]

Gwen Tennyson:
Why break in? Couldn't we have just left a message with Cooper's folks?

Kevin Levin:
Because Coop never leaves his lab -- never. Something's seriously wrong.

Ben Tennyson:
He probably just went our for a… (Kevin turns on the lights) smoothie.

Gwen Tennyson:
Wow. (lifts up a dirty stained grey shirt) He really never leaves the lab.

Kevin Levin:
Look for signs of a struggle.

Ben Tennyson:
This whole place looks like a struggle.

Cooper Daniels:
(on recorded video message) If anyone finds this recording… (A group of DNAliens break into his lab and chase him all around; A DNAlien shoots slime on his shoe and they grab hold of him and take him away) No! No! (video recording ends)

Ben Tennyson:
There you go -- signs of a struggle.

Kevin Levin:
Smart kid. Left a message in a bottle so someone would see what happened to him.

Ben Tennyson:
Gwen, can you track Cooper, figure out where they took him?

Gwen Tennyson:
Probably. His energy resonance is really strong here. Got him. I can take us right to Cooper.

Kevin Levin:
In other words…you're attracted to him.

Gwen Tennyson:
Can we just go?

[The team follow Cooper's tracking trail which they arrive at Los Soledad]

Ben Tennyson:
Los Soledad? Cooper's trail led us here?

Kevin Levin:
Deserted. At least last time we were here, there was a monster to fight.

Gwen Tennyson:
I don't get it. I did everything right.

Kevin Levin:
Well, love is blind. And apparently, it screws up your powers, too.

Gwen Tennyson:
My powers are not screwed up. My instincts are telling me Cooper's definitely nearby.

Ben Tennyson:
Sorry, Gwen, but there's nothing here except… (walks into a cloaking field)

Gwen Tennyson:
Ben!

Kevin Levin:
Tennyson, where --

Ben Tennyson:
(pops his head out of the field) You have GOT…to see…THIS. (Gwen and Kevin follow him in) It's DNAlien day camp.

Kevin Levin:
Three of those weather-control towers -- this cannot be good.

Gwen Tennyson:
And whatever it is, Cooper's right in the middle of it.

Kevin Levin:
Why don't we yell out-- "Hey Cooper"?

Ben Tennyson:
And have 4,000 DNAliens crawling up our butts? Good plan.

Gwen Tennyson:
In here.

Kevin Levin:
And if there's 4,000 DNAliens behind that door...good plan.

Kevin Levin:
Got any spells that'll give us cover so we can get to him?

Gwen Tennyson:
They're not spells.

Kevin Levin:
That's a no, then.

Kevin Levin:
Calvary's here....not that you uh, need it or anything.

Cooper Daniels:
[panting] I, gotta... rest.

Kevin Levin:
Ever think about getting a treadmill?

Ben Tennyson:
We can't stay long. We've got to get outside the shield before they realize Cooper's missing.

Cooper Daniels:
(to Gwen) The way you came storming in there, like how Princess Elena rescued me last week from the Caverns of Unforgiving Dismay.

Gwen Tennyson:
Excuse me?

Cooper Daniels:
In Nations of Conquest, the M.M.O.R.P.G I play.

Gwen Tennyson:
Excuse me?

Cooper Daniels:
"Massive multiplayer online role-playing game."

Kevin Levin:
Yeah Gwen, (smiles) and your power is being +3 nerd bait.

Highbreed:
You'll do just as I say or your friends will pay the price.

Kevin Levin:
Actually, we're not all that close.

Kevin Levin:
Hey Coop, the damsel rescues you. Now you get to be the knight that saves the day.

Gwen Tennyson:
Jealous much Kevin?

Kevin Levin:
I'm not.

Kevin Levin:
Did you have to hit me so hard?

Gwen Tennyson:
I did. I really did.

Echo Echo:
Ready... to... go?

Kevin Levin:
Please say yes.

Kevin Levin:
Should have parked closer to town.

Highbreed:
Continue to work. The time of cleansing is nearly at hand.

Dr. Joseph Chadwick:
My fellow knights, we have lately endured a grave defeat. Our prisoner, the villainous dragon, escaped from our grasp - but does this mean we have lost? Do we now abandon our sacred duty?

(Julie talks about her latest pleasantries with Ben)

Gwen Tennyson:
That's so sweet. (to Kevin) Don't YOU think that's sweet?

Kevin Levin:
Took the words right out of my mouth.

Kevin Levin:
Okay, no shrieking in the car.

Gwen Tennyson:
No promises, sometimes we're gonna shriek.

Julie Yamamoto:
Yeah, like you and Ben do when you're watching football.

Kevin Levin:
WE DO NOT SHRIEK! Uh, shriek.

Gwen Tennyson:
Uh-huh.

Kevin Levin:
Anyway, I'll drive you to the mall as promised, but I'm not hangin' around and watching you shop.

Gwen Tennyson:
That's okay. You're not invited.

Julie Yamamoto:
(as they're being attacked) Why is he shooting at us?

Gwen Tennyson:
I don't know. Everybody always shoots at us.

Kevin Levin:
That guy is so paying for a new paint job!

Gwen Tennyson:
Is that all you think about - your car?

Kevin Levin:
No! Sometimes I think about food.

Ben Tennyson:
We're not talking because?

Julie Yamamoto:
Because I am upset with you, for being upset with me about Ship.

Ben Tennyson:
Julie, we aren't talking about a poodle from the local pound. You don't know what you're dealing with.

Julie Yamamoto:
Yes I do. I'm dealing with a person who is incredibly mean to poor little Ship, and who obviously does not trust me!

Ben Tennyson:
This isn't about trust, its- (stops and sees Kevin and Gwen staring at him from the from seat) You...mind if discuss this later?

(Julie looks away)

Kevin Levin:
Nice kinetic face shield. What model's that? The pluster 3?

Kevin Levin:
You know, most accidents do happen in the home.

Ben Tennyson:
Do these drapes really go with chain mail?

Sir Morton:
Well, it works for us.

Kevin Levin:
Shoot it, shoot it, shoot it! (frantically)

Julie Yamamoto:
No, Ben, no!

Kevin Levin:
Now, Ben, now! (with Gwen still in his arms)

Swampfire:
(mimicking Kevin) Shoot it, shoot it, shoot it?

Kevin:
(defensively) It was a suggestion.

Dr. Joseph Chadwick:
A suggestion we'll be happy to take.

Dr. Joseph Chadwick:
Sir Morton, would you kindly ask your men to lower their weapons? Please?

Sir Morton:
Sorry, Doc. It's time we got rid of this bunch, even if we ALL got to go in the bargain.

Kevin Levin:
Not liking where this is going.

Sir Morton:
Run away, run away!

Sandra:
(referring to Ben) He's such a good boy.

Carl:
Ben Tennyson is not a good boy. He's a GREAT boy! I don't know if it's bad karma to pat ourselves on the back, Sandra, but we've done a pretty good job as parents.

[As Swampfire turns back into Ben, he has been given a black eye]

Kevin:
Oh, man!

Ben:
What?

Kevin:
[laughs] The Highbreed gave you a black eye. I like him better already.

Gwen:
Are you all right?

Ben:
I'm fine. I just want to know where the Highbreed went and what he's up to.

Gwen:
That way.

Ben:
The waterfront.

Gwen:
And he looked like a man on a mission.

Ben:
We'll meet at the wharf after dinner and homework.

Kevin:
Should I floss too?

Gwen:
Your parents are gonna freak out when they see that eye. How are you gonna explain it?

Ben:
Not to worry. My folks believe anything I tell them. I got this covered.

Ben:
[enters his family home] I'm home! What's for dinner? [sees his parents standing sternly in front of him] 'Sup?

Sandra:
[sternly] Where have you been, young man?

Ben:
I was at the movies, with Julie. I know I should have told you. Sorry, I--

Sandra:
[notices Ben's black eye and gasps in shock] Carl, look at his eye!

Carl:
That's quite a shiner.

Sandra:
If that was another three inches higher, you could have put your eye out!

Ben:
Fine. I admit it. I got in a l-little fight. It's no big deal. There was this jerk at school, and…

Carl:
Ben, are you sure it was a kid at school…and not… a giant alien creature?

[Ben gets a shocked expression on his face]

Sandra:
I can't believe it. You look us straight in the eye and lie to us over and over again.

Carl:
We saw you, Ben. We saw you turn into that thing!

Ben:
No. You just think you saw. [Carl grabs his left arm and points to the Omnitrix] I can explain.

Sandra:
Really?

Ben:
N-not so much, no. [talks to his parents while sitting on the sofa a little later] ...Which allows me to access the genetic code of various extraterrestrial forms in order to battle the DNAliens, who will stop at nothing in their quest to take over the Earth!

Carl:
And this became your job when, exactly?

Ben:
Five years ago. Grandpa Max said we each have a responsibility to--

Carl:
Oh, of course! Dad. I should have known. That's so typical!

Ben:
He was more than just a Plumber. He--

Carl:
…Lied to us! Your uncle Frank and I knew he had some other life, we knew, and that he lied to us about it all the time! I won't have you lying, too!

Sandra:
It's our own fault. We were too permissive, and what did we get? A 15-year-old son needlessly risking his life!

Ben:
[stands up from the sofa] Not needlessly, Mom. It has to be me. The Omnitrix is attatched to me, it doesn't come off.

Carl:
Oh, it's coming off, all right. [Later, he uses some of his tools to try and get the Omnitrix off of Ben's arm and eventually fails] Okay, it's not coming off.

Ben:
I tried to tell you.

Carl:
Not a scratch!

Ben:
Sorry about your saw blades.

Carl:
In any case, you're forbidden from using the Omnitrix. Understand?

Ben:
But, Dad… [his cellphone starts vibrating in his pocket] all humanity is counting…

Carl:
[opens the door; sternly] Understand? [leaves and slams the door]

Ben:
[takes his phone out and answers] This is not a good time, okay?

Ben:
[answers his phone] Yeah?

Kevin:
[while fighting the DNAliens] Uh, hate to bother you, but we got a problem.

Ben:
You've got problems? My parents found out about the Omnitrix. I'm not allowed to use it.

Kevin:
Folks mad at you, huh? Sounds rough. By the way, we're getting it handed to us by the DNAliens!

Ben:
Okay. I'm coming. [leaves his room and enters the living room; to his parents] I've got to go help Gwen with an after-school project.

Sandra:
And it's homework?

Ben:
Yeah. I promised.

Sandra:
Okay. Since you promised. [Ben leaves] But back by 10:00.

[Ben runs to the side of the house and transforms into Echo Echo]

Echo Echo:
Echo Echo! [A flashlight turns on and sees his parents had caught him; dismayed, knowing he's busted] Oh, man!

Sandra:
Do you really think we're that gullible? We were teenagers once, too, you know.

Carl:
I really don't know what to say.

Sandra:
Well, I do. Benjamin Tennyson, you are grounded!

Echo Echo:
What?! You can't ground me. I'm a super-powered alien!

Sandra:
You're a super-powered alien who's about five minutes from forcing me to reconsider a lifelong disbelief in corporal punishment.

Carl:
Up the stairs, young man!

[Echo Echo mumbles annoyingly as he marches back into the house and goes straight to his room]

Sandra:
Do we even have a paddle of some sort?

Carl:
I have my hemp belt.

Sandra:
[snatches Ben's phone out of his hands] Who is this?

Gwen:
Lately, it seems like Ben's just phoning it in.

[Sandra drops Ben's phone in her purse for confiscation]

Ben:
That's my phone!

Carl:
A cellphone is a privilege, not a right. You'll get it back when you've proven we can trust you.

Sandra:
Ben, are you hanging out with a bad crowd?

Ben:
What? No!

Carl:
Are they telling you it's "cool" to sneak out, turn into aliens, lie to your parents?

Sandra:
I want to know who this bad influence is. Their parents need to know what's going on. Who?

Ben:
It's a sacred trust. I cannot divulge that information. Never, never, never!

[Ben gets a call from Gwen by getting her grounded for being involved and ratting her out]

Gwen:
[angry] You ratted me out?!

Ben:
I can explain.

Gwen:
What's to explain? My parents read me the riot act when I got home last night. [imitating her father] "How dare you help Ben deceive your aunt and uncle, young lady?" Why did you tell them?! You've gone nose to nose with Vilgax without even blinking!

Ben:
Vilgax never gave me the "mom look." Sorry.

Gwen:
You're sorry and I'm grounded. Stuck here in the house instead of finding out what the Highbreed wants with that freighter.

Ben:
Don't worry. Kevin's on it. He's going to check it out tonight.

Gwen:
Wha-- you sent Kevin?

Ben:
Okay, I've got to go.

[The Tennyson family is eating dinner at the dining room table as the phone rings]

Ben:
[gets up from the table and answers] Hello? Tennyson residence. This isn't a good time, Kevin.

Kevin:
You're telling me. I'm up to my nose in smelly goo, trapped in a vat, and DNAliens are coming!

Ben:
(looks at his parents staring at him as they hear Kevin's voice and waves at them) I'm conferencing Gwen in.

Gwen:
(answers the phone) Hello?

Kevin:
I can't get a grip on the wall! Uh-oh. Company.

Gwen:
Kevin? Is that you?

Ben:
Absorb something and bust out of the tank.

Kevin:
Absorb what? Stink?

Ben:
What's your phone made of?

Kevin:
Titanium. Why? (looks at his cellphone) Oh.

Carl:
Ben, you're on punishment. Get off the phone!

Ben:
One minute, Dad.

Gwen:
Guys, I think I know what Kevin's swimming in. According to wifipedia, Castoon has only one export -- bat guano.

Kevin:
(busts his way out of the tank) What is guano?

Gwen:
Evidently, the berries on the island are radioactive from the nuke testing years ago. When they're eaten by the bats, the resulting waste is the rarest isotope in the world.

Kevin:
[disgusted] Ugh!

Carl:
Ben?

Ben:
One minute.

Gwen:
The radiation is so mild however, it would take a lot of it to constitute a threat.

Ben:
Gwen, how much can that freighter carry?

Carl:
Okay, that's it!

Ben:
Uh oh.

Gwen:
50,000 tons.

Kevin:
Guys, I could use a little help.

Sandra:
[takes the phone out of Ben's hand, cutting off their call] "No phone" means "no phone!" Go to your room!

Ben:
[shrugs and walks to his room] I can't believe this is happening!

Ben:
Kevin, don't panic. Everything will be okay. Just…

Highbreed:
[grabs Kevin and picks him up] Nice to see you again, vermin.

Kevin:
Ben, a little help here.

[The computer monitor suddenly goes off]

Ben:
[turns around, revealing Carl unplugging it] Dad, no!

Carl:
Oh, don't you "no" me, Ben Tennyson. You have defied us for the last time!

Ben:
You've got listen! My friend is in trouble. I've got to go help him.

Sandra:
I don't wanna hear another word! You are not leaving this room! You are not calling anyone, you are not I.M.'ing anyone, you are not texting anyone, you are not myfacing anyone!

Ben:
Myfacing? Dad, I can explain!

Carl:
It's too late for that! You will sit here alone until we tell you otherwise! Understood?

Ben:
You don't understand! This is a matter of life and death!

Carl:
The only life we're concerned about is yours! You're staying right here!

[Ben turns and looks outside the window]

Sandra:
Don't look out there, look at us!

Ben:
[turns back to his parents and makes up his mind] I'm sorry.

Carl:
Sorry isn't gonna cut it this time! You hate us, don't you!

Ben:
No. I love you guys. You're awesome parents. You raised me by example. And time after time, I've seen you put other peoples' needs first.

Carl:
Ben, don't lie to us! The answer you gave us on who the bad influence is back then was not a correct answer! The sacred trust is not a bad influence!

Ben:
Yes it is. I can't obey you now without disobeying everything you've ever taught me about life, the world, and responsibility.

Sandra:
Ben, we forbid you to...

Ben:
So when I get back, punish me however you want. But right now... (activates the Omnitrix) I have a friend who's in trouble. (turns into Humungousaur)

Humungousaur:
HUMUNGOUSAUR! (breaks the ceiling and runs through the window breaking the whole wall, then turns around realizing what he just did) Sorry! I'll fix that later! (resumes running)

Sandra:
He just walked out on us! What are we gonna do?

Carl:
We're going to listen to our son.

Kevin:
[tied up to conduits] This stinks.

Highbreed Commander:
You are not the first to taste defeat at our hands, nor will you be the last.

Kevin:
No, I mean the bat poop. I can't believe you eat that stuff.

Highbreed Commander:
We do not eat it, human.

Kevin:
Sure you do. What else would you do with it?

Highbreed Commander:
Tennyson has trained you well, but your pathetic attempt to learn our plans succeeded only in reminding me of the need to dispose of you. [gets hit by DNAlien, thrown by Humungousaur]

Humungousaur:
Oh, that one was a little high and inside.

Kevin:
I thought you got sent to your room without supper.

Humungousaur:
Enjoy me while you can. I'm gonna be grounded for the rest of high school. [breaks off the conduits, freeing him]

Kevin:
I was just getting him to spill his guts about his plans for the bat poop.

Humungousaur:
The DNAliens down there are rendering it, removing the impurities until they're left with a highly volatile isotope, suitable for use as a power source.

Kevin:
You figured that all out by yourself?

Humungousaur:
Gwen. Question is– power source for what?

Highbreed Commander:
It's a surprise. The final surprise for the human race! Destroy them!

Kevin:
[as he's been overwhelmed by DNAliens] Uh, excuse me.

Sandra:
You're his ruffian friend, right?

Carl:
I've got it covered, dear. [points his bazooka at the DNAliens]

Kevin:
Whoa-whoa-whoa-whoa! [the DNAliens run away before getting shot] Thanks. Uh, nice piece, by the way.

Sandra:
You would have found a way to win even if your father hadn't shot the giant alien with the space bazooka.

[Tennyson residence; Carl takes the dream net off and hangs up the bazooka over the bookcase]

Ben:
I thought you hated that thing.

Carl:
Yeah. I used to hate all of that Plumber stuff. It reminded me the secret life your grandpa Max hid from us. But now I understand, he was only protecting us.

[Ben's cellphone rings, leading Sandra to take it out of her purse]

Sandra:
It's your cousin.

Ben:
[takes his phone and answers it] What's up? Okay. Have to call you back. So, there's been an alien sighting in the desert that–

Carl:
Then what are you waiting for?

[Ben smiles triumphantly, then runs out of the house, into action]

Sandra:
[calling out] It's cold in the desert at night! Bring a jacket!

Kevin:
(entering) Holograms? It's never like I come over and you're just playin' video games or somethin'.

Gwen:
We have to go get them out.

Kevin:
You're not going in there. I've been there. It's...

Gwen:
I can handle it!

Ben:
No, you can't! There's too much riding on us being here.

Gwen:
You heard her. They need help.

Ben:
I know. That's why I'm going alone.

Kevin:
The Plumber Snake is an unbreakable, pandimensional retrieval system worth mucho dinero, which you are lucky I have.

Ben:
Last time when I went in the Null Void, I didn't need all this junk.

Kevin:
Last time you had a motor home full of state-of-the-art Plumber gear.

Ben:
Which you sold.

Ben:
Aww, you'd miss me.

Kevin:
I've got better ways to spend my time than going to your funeral.

Alien:
The Null King is upon us! All is lost!

Ben:
Oh, fine. I'll just sit this one out then. Yeah, not too likely. (charges into battle)

Manny:
Some savior you brought us Helen. Can't even save himself.

Brainstorm:
Although, I'm generally much too modest to boast, on rare occasions I do come out of my shell.

Dr. Animo:
(holding Manny and Helen by their throats) Now tell me helper. Where can I find your leader?

Manny:
It doesn't matter what you do to us, D'Void. We'll never betray The Wrench.

Dr. Animo:
(after Brainstorm saved Manny) Who dares?!

Brainstorm:
That isn't how to tell a joke, miscreant! First I say; "Knock knock". Then you say; "Who dares?".

Dr. Animo:
You would mock D'Void?

Brainstorm:
D'Void AKA Dr. Animo! I most certainly would mock you. I'm doing so now. I'll be it... subtlety.

Ben:
I've tangled with D'Void before. On my world, he calls himself "Dr. Animo," and he has the power to control animals. That's how he's controlling the Null Guardians.

Manny:
You tangled with D'Void? How did you survive?

Ben:
Not just survive. I won.

Ben:
(arrives) This is where you live?

Manny:
This is where he lives. (turns back) We live... wherever.

Ben:
Some fight. You're a walking pincushion and i'm empty handed.

Pierce:
(grows a giant spike and throws it to Ben) Be my guest.

Ben:
(catches spike) 1 spike against 300. (being sarcastic) You're a real sport Pierce.

Pierce:
(while leading Ben to the Wrench) Uh, don't eat anything he offers you!

Ben:
(standing behind the Wrench, unable to see his face) Mr. Wrench, I don't mean to get in the middle of your war, but this whole dimension is destabilizing.

(The Wrench turns around and reveals himself to be none other than Max)

Max:
Why don't you tell me about it over a bowl of my favorite Centipede Gumbo?

[Ben gasps in surprise.]

[Ben and Max laugh while hugging each other.]

Ben:
So, you gonna make me ask?

Max:
Well, when I detonated that Null Void grenade, it didn't blast me to Kingdom Come, it blasted me here. I meant to come back home, but once I saw how badly these folks were being oppressed and ash.

Ben:
You took it upon yourself to 86 Dr. Animo's rein once and for all!

Max:
Yeah or at least throw a monkey wrench into the machinery.

Ben:
Hence the Wrench. And the helpers, Plumbers' helpers! I just got it.

Max:
Pierce here helped me round up everybody willing to fight D' Void, but enough about me. What are you doing here? How did you get here and how on Earth did Pierce beat you?

Ben :
[Jokingly] I kinda let him win.

Pierce:
[Pops the spikes on his face, enraged] You what?!

Ben:
I figured it was the only way you would lead me to the Wrench, uh, Grandpa.

[Pierce retracts his spikes.]

Dr. Animo:
And young Ben always a pleasure to try and end YOUR miserable, interfering life.

Ben:
Are you still a doctor, Animo?

Dr. Animo:
What?!

Ben:
'Cause it hurts when I do THIS! (transforms into Humungousaur)

Humungousaur:
HUMUNGOUSAUR! (flattens Dr. Animo with his fist; smiling) See? I told you it hurts.

Dr. Animo:
(rising slowly) Give me a moment and I'll show you REAL pain.

Humungousaur:
Thanks, anyway. I'll pass. (stomps on Dr. Animo)

Ben:
That's it. Hang tight, Grandpa.

Max:
What are you doing?

Dr. Animo:
Ben Tennyson fleeing before me! The Wrench at my mercy... and then, a world to conquer!

Ben:
Sounds like a busy day! I hope you had a big breakfast!

Dr. Animo:
What?

Max:
Ben, get away from there!

Ben:
This furnace, it doesn't only power the drill, it powers him. That's why he's so much stronger here, in his fortress and that's why it has to go! (jumps down the drill)

Max:
Nooooo!

(while falling down the drill, Ben transformed into Big Chill)

Big Chill:
Big Chill! Let's see how cold I can make this thing!

Dr. Animo:
You'll join him soon enough! (suddenly the the entire drill freezes and starts freezing the fortress) What? Impossible! (a piece from the drill breaks, thus making the Null Guardians to retreat) Nooo! Noooooo! (Dr. Animo goes to attack Max, but is defeated twice by Max making him unconscious)

(Big Chill rises from a piece of ice, reverts back to Ben)

Ben:
Nice work!

Max:
I did have a big breakfast!

Max:
The Earth needs you to protect it, Ben.

Ben:
Then help me. I need you.

Max:
Not any more, Ben. You proved that today.

Ben:
I can't lose you again.

Max:
Never happen. We'll find a way back when our work is done here and, besides, i'm always with you. (they hug)

Kevin:
Time to come home, Ben.

(Gwen and Kevin pull Ben out of the portal from the Null Void and into Earth)

Desk Sergeant:
Good news. The highway patrol has a special alien-proof room. Officers Mullen and Liu are gonna take you there.

Tyler:
No! This is real! I dhah... ah...!

Desk Sergeant:
Relax. It's only until the alien-proof bus can come for you.

Tyler:
Details-- my name is Tyler. I'm-I'm 26 years old, maybe a little confused, but I'm not crazy. Somebody listen! There are aliens! I saw them! AGH!

Ben Tennyson:
(Tyler pinches his face) Ow! Why'd you do that?

Tyler:
You'd never believe me.

Ben Tennyson:
And fighting aliens is kind of our specialty.

Kevin Levin:
Nice job parking, slick!

Tyler:
You can't see it from the road. Driving a truck isn't easy.

Gwen Tennyson:
Neither is keeping a piece of equipment this size from aliens.

Chromastone:
Chromastone!

Tyler:
What are you people?

Kevin Levin:
Get used to it.

Chromastone:
Let me speed this up a bit.

Chromastone:
Indestructible super dense silicon, guys! (pulls the Xenocyte off his face) Nice try, though.

Highbreed:
The Highbreed fleet will pour through and wipe this planet clean as quickly as any other.

Tyler:
Ben, I got it! The aliens -- not these, the other ones in charge.

Kevin Levin:
Highbreed, the big ones.

Tyler:
Yeah. They're building a dimensional gateway in Los Soledad.

Ben Tennyson:
Where are they going?

Tyler:
Not going -- coming! The whole Highbreed fleet's gonna invade and destroy the Earth! I remember!

Ben Tennyson:
Yeah, and I think I know why you remember. (takes Tyler's ID mask off him and reveals that he's actually a DNAlien) You're a DNAlien.

Kevin Levin:
The glows gonna attract attention!

Humungousaur:
And a tuning fork the size of a building won't? The clock's running!

Tyler:
Look, I'm finished either way.

Humungousaur:
No. No sacrifices.

DNAlien 1:
We don't have to harm you, Tyler.

DNAlien 2:
Not at first.

Kevin Levin:
What's wrong with you?

Gwen Tennyson:
I'm really not sure about your choice, Ben.

Jetray:
No sacrifices. (changes back to Ben)

Kevin Levin:
No saving the world.

Tyler:
We lose twice. They're going to finish that gateway and invade, and I'm this... thing. It's over.

Ben Tennyson:
See? That's what you DON'T get. (touches Tyler's face)

Tyler:
Ah... What are you?

Omnitrix:
Genetic damage repaired.

[The Xenocyte falls on the ground after being removed from Tyler's body]

Tyler:
This is really me. And I-I can remember it all. I grew up in Evanston, and I was in glee club in high school.

Kevin Levin:
And you played the bass?

Tyler:
I do! [stomps on the Xenocyte with his foot]

Ben Tennyson:
It's never hopeless. We know what the Highbreed are gonna do and where they're doing it, and we know who's gonna stop them.

Kevin Levin:
Man, I've never seen you fight like that. (Spidermonkey grunts) Ben? (Kevin spots Ben lying on the ground unconscious) Wait a minute. If you're not Ben…

Gwen Tennyson:
Who are you?

Gwen Tennyson:
(to Kevin) Tell me this isn't gonna be one of those evil twin things again.

Kevin Levin:
(with a smirk as he holds a red object with a curved nozzle) How come you haven't asked me what this is?

Ben Tennyson:
I'm worried about the Spidermonkey.

Kevin Levin:
Why?

Ben Tennyson:
He saved my life. Yours, too.

Kevin Levin:
I repeat my question.

Gwen Tennyson:
What's that, Kevin?

Kevin Levin:
See, Ben? That's a normal level of curiosity. It fell off one of those DNAliens. I'm trying to figure out what it does.

Gwen Tennyson:
Grandpa used something like this to clean his ears. You press down on this and boric acid solution comes… [presses the button and a drop of acid hits the floor]

Kevin Levin:
Ear cleaner, huh?

Gwen Tennyson:
Guess the DNAliens use stronger acid.

Gwen Tennyson:
But you don't even know this guy!

Kevin Levin:
And what do you get out of helping him?

Ben Tennyson:
He saved our lives, remember? And there's something else. He's just a kid. His father's gone now and he has to step up. Sound familiar? He's just like me! You. I mean... he's like you.

Kevin Levin:
Craziest thing we've ever done. And that's saying a lot.

Gwen Tennyson:
Ben identifies with the prince. They've both had a lot of responsibility thrown at them, they're both young.

Kevin Levin:
They both get on my nerves.

Goop:
Figured I'd find you here. It's me, Ben! What are you doing?

Simian:
I-I need some equipment.

Goop:
So, you just decided to take it? That's called stealing!

Simian:
Can't be helped.

Ben Tennyson:
I'm not going alone. I told him I wouldn't go without you two.

Kevin Levin:
Great. So where's the fortress?

Ben Tennyson:
(looks up at the sky) On the moon.

Kevin Levin:
What are we supposed to do with the extra arms in the suit?

Ben Tennyson:
You've never had trouble figuring out what to do with your arms before. At least that's what the girls say.

Kevin Levin:
Which girls?

(Kevin, Ben, and Simian taking off spacesuits)

Kevin Levin:
Nice to be out of this monkey-suit. (looks at Simian) Uh... no offense.

Simian:
Ben, I think this guy needs to... chill out, what do you think?

Big Chill:
I think I hate puns, and... I know I don't like to freeze people.

Simian:
Then I'll do it myself.

Simian:
Sorry, Ben. I'm leaving here, with the crystal.

Ben Tennyson:
We'll just see what Humungousaur has to say about that!

(Simian webs up the Omnitrix, using it to slam Ben into a wall)

Simian:
I don't think Humungousaur has anything to say.

Highbreed:
Sounds like you made a real monkey out of him. No offsense.

Simian:
Offend me all you want, long as you keep paying me like this.

Highbreed:
Maybe you didn't understand. Maybe you need to have your ears cleaned...

[Ben and Kevin follow Gwen as she uses her mana powers to scan the damaged traffic light]

Gwen Tennyson:
I'm definitely getting something. The mana trail is getting stronger and stronger.

Kevin Levin:
You said that like two hours ago, Gwen.

Gwen Tennyson:
Trying to concentrate, Kevin.

Ben Tennyson:
Let her work.

Kevin Levin:
For what? It's a wild goose chase.

Ben Tennyson:
I don't think so. All those reports of a monster wondering around here, wrecking stuff…

Kevin Levin:
Doesn't mean it's the DNAliens, Ben. It could be a bear that escaped from the zoo.

Gwen Tennyson:
No reports of missing animals from any zoo in the entire state.

Ben Tennyson:
It must be a DNAlien. What else is strong enough to tear down a traffic light?

Kevin Levin:
And DNAliens are mad at the traffic light why?

Ben Tennyson:
(to Tiny) We don't wanna have to hurt you. Drop the weapon and give yourself up!

Kevin Levin:
You don't have to read him his rights first, Tennyson; just take him out!

Ben Tennyson:
Drop it!

(Tiny throws the object at them)

Kevin Levin:
To be fair, you did tell him to drop it.

(Tiny starts babbling baby talk)

Kevin Levin:
Is that monster for "I give up"?

Humungousaur:
Do I look like I speak monsterese? (sees Kevin's incredulous look) Oh, right.

(Tiny's got Humungousaur in a bear hug)

Kevin Levin:
Aww. I think he loves you. (smiles)

Humungousaur:
So... not funny!

Humungousaur:
Don't move! It'll squoosh her.

Gwen Tennyson:
I don't want to be squooshed!

Ben Tennyson:
How do you it's a girl?

Kevin Levin:
Yeah, if it was a girl, it should have a big bow on the side of its head or something.

Gwen Tennyson:
[sighs] You didn't pay any attention in health class, did you?

Ben Tennyson:
Listen, we can't really be wasting time babysitting this thing.

Gwen Tennyson:
But she needs our help, guys. We can't just leave her wandering around the desert.

Ben Tennyson:
I have no idea what we should do about that.

Gwen Tennyson:
Her!

Ben Tennyson:
Whatever.

Gwen Tennyson:
Well, do you want to keep standing around here arguing about it or help me hide her?

Ben Tennyson:
I'd like to keep standing around.

Kevin Levin:
I'd like to keep arguing about it. (sees Gwen glaring) If you don't want to know, don't ask.

Kevin Levin:
[As Tiny starts chewing on his car; shocked] What are you doing?!

Gwen Tennyson:
Don't put that in your mouth! You don't know where it's been.

[Tiny sets Kevin's car down and burps]

Kevin Levin:
That's it! Out!

Gwen Tennyson:
She's just a baby! She didn't know!

Ben Tennyson:
Gwen, much as I hate siding with Kevin, Tiny has to go back where she came from.

Kevin Levin:
You weren't planning on keeping her, were you?

Ben Tennyson:
Doesn't matter. We're stuck with her until nightfall, anyway.

Kevin Levin:
What?! No! Get her out of here while I still have some car left!

Echo Echo:
Thanks, guys.

Echo Echo 2, 3, and 4:
No problem.

Kevin Levin:
Dude, you're talkin' to yourselves again.

Kevin Levin:
(after Gwen single-handely drives off the DNAliens) Wow.

Chromastone:
Something to think about next time you get into an argument with her.

Chromastone:
(as they're fighting the DNAliens) What are they all doing down here?

Kevin Levin:
You mean besides trying to clean our clocks?

Tiny:
I want Gwen.

Tiny's Mother:
(gasps) Baby's first word.

Tiny's Father:
I wonder what it means.

Professor Paradox:
Azmuth, come with me.

Azmuth:
There's no point, time walker. The Highbreed Armada caught us totally by surprise. Galvin's planetary defenses are down. We don't have a chance! Without the Galvin, no other race in the galaxy has a chance, either.

Professor Paradox:
But - and I hesitate to say this to the smartest being in the universe - that's where you're wrong.

Azmuth:
Explain.

Professor Paradox:
We do have a chance - the chance you made for us.

Azmuth:
That is not what the Omnitrix is for!

Professor Paradox:
The boy has proven more than once that it can be used for purposes beyond what you intended.

Azmuth:
Perhaps.

Professor Paradox:
Come with me to Earth.

Azmuth:
I'm not leaving my home, not now.

Professor Paradox:
(walks near Azmuth) And I'm not going back without you. (a Highbreed warship charges up a powerful beam and fires it straight at Azmuth and Paradox's location) I hope that you sincerely reconsider in the next 3 seconds or so. (Azmuth looks at Paradox, beam hits their location, Azmuth and Paradox teleport away in the nick of time)

Kevin Levin:
What's so important that I have to miss the Auto Show?

Azmuth:
The imminent destruction of your primitive world and all who live here.

Gwen Tennyson:
But if you'd rather go look at a new convertable, by all means.

Kevin Levin:
Money is my favorite toy.

Ben Tennyson:
Money is not a toy. It is a food.

Gwen Tennyson:
Ugh.

Ben Tennyson:
The three of us could barely take down one of their ships.

Professor Paradox:
The ship you defeated wasn't a warship. It was a small cruiser.

Ben Tennyson:
That's encouraging.

Azmuth:
I would have a word with the wielder of my Omnitrix... in private.

Kevin Levin:
...Riiiight, like I'm gonna miss this!

Gwen Tennyson:
(grabbing Kevin's arm and dragging him away) Kevin Ethan Levin, you're coming with us!

Kevin Levin:
Hey!

Ben Tennyson:
Ethan? Your name is Kevin E. Levin? You just lost all remaining pretense of cool.

Kevin Levin:
(to Gwen) You promised you never tell!

Azmuth:
I have stored within it DNA samples of every intelligent life form in the Milky Way Galaxy.

Ben Tennyson:
10,000 of them, I know.

Azmuth:
As I'm continually forced to point out, you know very little. There are over one million samples encoded in the Omnitrix.

Ben Tennyson:
A million?

Azmuth:
And with the Omnitrix, you have the power to return to life any species that the Highbreed exterminates, including the Human Race.

Ben Tennyson:
I will NOT let the Highbreed...

Azmuth:
If you are destroyed with the Omnitrix, there is no hope. Not for humanity, nor for any race the Highbreed extinguish afterwards. The Omnitrix is Noah's Ark - and YOU are Noah. I cannot allow you to participate in the final battle.

Alan:
Yeah whatever. So, you wanna go a couple rounds?

Gwen:
I need a favor.

Cooper:
(Adoringly) Anything for you, Gwen.

'Kevin:
(Mockingly) You hear that, Gwen? "Anything."

Gwen:
Give him a break, Kevin. We're asking him to risk his life.

Cooper:
Kevin's juvenile teasing doesn't bother me in the least. My adoration for you is far too pure and strong to... RISK MY LIFE?

Darkstar:
Why would you trust ME?

Kevin Levin:
I don't, but now that you're on Earth, if you don't help us, you won't survive either.

Ben Tennyson:
Sorry, Azmuth, but I don't buy your argument. The Earth needs to be saved, and I'm going to do it!

Azmuth:
I won't allow it.

Ben Tennyson:
How could you stop me?

Azmuth:
I'll take the Omnitrix from you!

Ben Tennyson:
(poised to activate the Omnitrix) You'll try.

Azmuth:
Very well. If you insist on this foolishness perhaps it is best if you have the full power of the Omnitrix. Access master control.

Omntrix:
Master control unlocked.

Ben Tennyson:
Everything's unlocked! How may aliens can I turn into?

Omntrix:
1,000,903 genetic samples available.

Ben Tennyson:
Okay, nothing fancy. We go in. We destroy the Hyperspace jumpgate. We capture any HighBreed we can find. That's it. One more thing: whatever we were before, today we're a team. We look out for each other. We win or lose - TOGETHER.

Cannonbolt:
Cannonbolt!

Gwen Tennyson:
Haven't seen HIM for a while.

Cannonbolt:
What can I say? I'm feeling nostalgic.

Kevin Levin:
Not a scratch. What's it made of?

Professor Paradox:
Neturonium carbon alloy.

Kevin Levin:
Dude, that was totally... What's the word?

Gwen Tennyson:
Rhetorical.

Kevin Levin:
Yeah. That.

Gwen Tenynson:
We're too late!

Ben Tennyson:
It's never too late. New plan. [Ben looks up at his teammates and thinks] Working on it!

Kevin Levin:
That's reassuring.

Ben Tennyson:
Got it! We break into the Highbreed control room and force the Highbreed Captain to make his ships retreat.

Darkstar:
That's your big plan?

Ben Tennyson:
Hey, how many times have I beaten you?

Darkstar:
Twice. But just at this moment, I can't imagine how.

[In Kevin's car]

Ben Tennyson:
When did you get all this stuff?

Kevin Levin:
When didn't I? Everytime we found some alien tech, I tossed it in the truck and whenever I had free time-

Gwen Tennyson:
…You work on the car.

Kevin Levin:
Yep.

[Kevin's car heads towards the truck]

Ben Tennyson:
You're not gonna stop, are you?

Kevin Levin:
[smiles] Nope.

Ben Tennyson:
This is why we always wear our seatbelts.

Kevin Levin:
Nobody likes a backseat driver.

Gwen Tennyson:
(running up the stairs) The Highbreed have starships and they haven't invented the elevator?

Highbreed Commander:
Do not mock me, Tennyson. You can die quickly with the rest of your insignificant race or slowly at my hands.

Swampfire:
OR, I was thinking, not at all. Call it off.

Highbreed Commander:
Foolish children. Enough of this. Destroy the other two. Leave Ben 10 to me.

Highbreed Commander:
So it ends. Just as your grandfather destroyed himself trying to defeat me, so you, too, will fall at my…

Swampfire:
(reviving with resolve) I'm kind of mad now.

Gwen:
Leave him alone!!

Highbreed:
Very well. I was nearly done with him anyway. (Gwen creates a magenta shield, but the Highbreed shatters it) That won't keep me from you, vermin. Or perhaps I'll finish off your boyfriend first, so you can watch him suffer. Yes. You're no threat to me now.

Gwen:
(enraged) I said…LEAVE HIM ALONE!!!

(takes on her dormant pink-and-purple Anodite form and blasts Highbreed away)

Kevin Levin:
(regaining consciousness? Gwen!? (comes to her and puts his hands on her shoulders)

Gwen:
(deeper female voice) So much power!

Kevin Levin:
Gwen listen to me…you gotta shut it down!

Gwen:
No! I think I can defeat the Highbreed all by myself!

Kevin Levin:
Your grandmother said that it will take at least 75 years to master all of that power!

Gwen Tennyson:
We don't have 75 years!

Kevin Levin:
You'll lose your humanity. You won't remember Ben or me. Ben will find another way to win. You got to come back to me, Gwen. I just can't lose you, okay?

Gwen Tennyson:
(reverts to her human form, opens her eyes) OK. (smiles)

(Kevin smiles and the two passionately hug)

Manny:
One side, alien freaks! You're in my way!

Gwen:
Manny.

Manny:
Hey, Gwen.

Swampfire:
Helen and Pierce? But that means…

Max:
How's it going kids?

(Swampfire reverts to Ben. Ben and Gwen run to Grandpa Max)

Ben:
Grandpa Max!

Manny:
And Max Force!

Max:
What did I say about calling us that?

Manny:
I think it sounds cool.

Ben Tennyson:
Grandpa, can you hold the line here?

Grandpa Max:
Keep them from retaking the Control Room? Consider it done. (Ben starts to leave)

Manny Armstrong:
Where're YOU goin'?

Ben Tennyson:
Just stepping out for a second. (walks out of a broken window)

Grandpa Max:
Ben!

Ben Tennyson:
If we don't make it, it's up to you guys.

Manny Armstrong:
Forget that man. We'll see you when you get back.

Azmuth:
Are you inferring that you're smarter than me, because your head is bigger?

Brainstorm:
No. I'm IMPLYING that I'm smarter than you, because my BRAIN is bigger.

Ben Tennyson:
If I could just… reach the Omnitrix.

Azmuth:
(exasperated) Why do you need to REACH it?!

Ben Tennyson:
Oh. Right. Omnitrix: Humungousaur!

Highbreed Supreme Commander:
I've read reports of your tenacity but, truly, your gall exceeds all description.

Humungousaur:
Thanks. I want you to call off the attack on Earth.

Highbreed Supreme Commander:
Enjoy the view. You're about to witness the end of all life in the universe.

Highbreed Supreme Commander:
You are mongrels, inferior life-forms. You're very existence is an affront to our purity.

Azmuth:
Can we dispense with these lies?

Highbreed Supreme Commander:
You accuse me of dishonesty. Your race is the Galvin, correct? - a slightly more intelligent form of pond scum.

Azmuth:
Don't be fooled by his posturing, Ben. They aren't attacking because of their supposed superiority. They're attacking because they're dying out. Their ridiculous belief in racial purity led to inbreeding, a loss of resistance to disease and, finally, sterility. This is the last generation of Highbreeds, is it not?

Highbreed Supreme Commander:
You are correct, vermin, but we will not perish alone.

Azmuth:
All is lost. They are far too powerful to fight.

Humungousaur:
Why fight them when we can help them? Omnitrix, can you repair the genetic damage to the Highbreed? All of them?

Omnitrix:
Genetic manipulation on that scale will require all available power. (Humungousaur changes back into Ben) Genetic recombination sequence is ready.

Highbreed Supreme Commander:
What are you doing?

Ben Tennyson:
Wait for it.

Reinrassic The 3rd:
Thank you for your help, Ben Ben Tennyson.

Kevin Levin:
Welcome to the kennel club.

Gwen Tennyson:
Grandpa, are you going back to the Null Void?

Grandpa Max:
Nope. After watching Ben's recruits in action, I think they need some training from an old pro. You three sure don't need me any more.

Ben Tennyson:
I'll always need you, Grandpa.

Grandpa Max:
Come on, team, you're with me. Ooo, I'm going to need a bigger motorhome.

Kevin Levin:
You like cars?

Gwen Tennyson:
Not really. I like you, though.

Ben:
Oh, man, I don't recognize any of these guys. Oh, well. Here we go again. (Activates the Omnitrix)