Ben 10: Ultimate Alien, Season 2

[Ben and Kevin are racing in their cars.]

Gwen Tennyson:
You guys act like a couple of ten-year olds!

Kevin Levin:
Ten year olds can't drive.

Ben Tennyson:
(over the communicator) Neither can you, grandma!

Kevin Levin:
Wanna make this interesting? Last one to the campsite has to do the cooking.

Ben Tennyson:
You're on, I want pancakes.

Gwen Tennyson:
(sensing Eunice) I don't sense any injuries.

Kevin Levin:
Yeah, she looks pretty healthy to me too. (Gwen elbows him) Ow! What?

Eunice:
I'm fun even if I don't have memory?

Ben Tennyson:
It'll come back. Don't force it. Anyway you're more fun than Kevin.

Kevin Levin:
I'm right here, dude.

Eunice:
You're not very good at flirting.

Ben Tennyson:
How would you know? You have total memory loss.

Eunice:
True, but I wasn't born yesterday.

Ben Tennyson:
Sorry. I won't happen again.

Eunice:
I said it was awful. I didn't say stop.

Ben Tennyson:
Julie broke up with me.

Gwen Tennyson:
No. She said you might as well be broken up.

Kevin Levin:
Same difference.

Ben Tennyson:
Two to one majority. Don't wait up.

Kevin Levin:
(to Gwen) You're treating her like a fifth wheel. Wasn't that long ago I was the one trying to fit with you and your cousin. So be nice. (Gwen stares at him) What?

Gwen Tennyson:
Sometimes you make sense.

Kevin Levin:
This is going to be fu-u-un!

Gwen Tennyson:
A minute ago you were trying to get out of camping and now it's gonna be fun? Are you working some sort of angle?

Kevin Levin:
Gwen, I know it's important to you that we all spend some "quality time together," I want what you want.

Gwen Tennyson:
If you're working some sort of angle, so help me, I'm gonna hurt you.

(Kevin sniggers)

Eunice:
[about a rabbit] Want to pet him?

Ben Tennyson:
Does it bite?

Eunice:
No. I'm pretty sure that bear you were going to fight for me does though.

Ben Tennyson:
That's different.

Eunice:
If you want to be scared of the bunny, I won't judge.

Ben Tennyson:
Where's Eunice?

Kevin Levin:
Man, you cannot keep a girlfriend.

Ben Tennyson:
Come here often?

Eunice:
You've all been so nice to me. And now I've brought you into this.

Kevin Levin:
What is "this"? What does Sunder want from you?

Eunice:
I honestly don't know. I've been trying to remember but I can't.

Ben Tennyson:
Maybe something from your ship?

Kevin Levin:
Could be. When we found you, I'm pretty sure you weren't carrying anything.

Gwen Tennyson:
(sternly) Kevin.

Ben Tennyson:
Sunder.

Sunder:
Tennyson. If I'd known it was you, there wouldn't have been a warning shot.

Ben Tennyson:
Guess that's where you made your first mistake.

Sunder:
You want to know who you are? I can tell you. I can even take you home.

Eunice:
You can?

Ben Tennyson:
EUNICE! STAY AWAY FROM HIM!

Sunder:
Don't you want to know who you are - or rather - what?

Sunder:
You really thought you could beat me?

Ultimate Cannonbolt:
Well, yes.

Sunder:
Last mistake you'll ever make.

Kevin Levin:
He'll make plenty more mistakes! ...That didn't come out right.

Sunder:
Never did get even with you for sending me to the Null Void.

Ultimate Spidermonkey:
"Get even"? You cut my hand off!

Sunder:
Stop whining. You got it back!

[Azmuth sees Ultimate Cannonbolt, Gwen, Kevin and Eunice struggling with Sunder in mud]

Azmuth:
Wallowing in the mud. Why am I not surprised?

Ben Tennyson:
You can't store a human being!

Azmuth:
She's not human. She's a construct. No more alive than any of you transformations. She's not real.

Ben Tennyson:
[enraged] Who are you to say that?! My transformations are real and she's way more human than you are!

Azmuth:
The Unitrix is dangerous. I cannot let her roam around unsupervised. I'm sorry, Ben.

Ben Tennyson:
[threatened with rage] I'll fight you, Azmuth!

Azmuth:
[smiles deviously] I believe you would.

Humungousaur:
You said we should see each other. Sounds simple to me.

Julie Yamamoto:
I said "Considering how little time you have for me, we might as well be broken up."

Humungousaur:
That is not my fault!

[Humungousaur has just agilely jumped on the back of a Forever Knights robot]

Humungousaur:
I know, I'm nimble for a big guy.

Ben Tennyson:
I told you it was the Forever Knights.

Gwen Tennyson:
I don't see how these things fit into the whole King Arthur theme.

Ben Tennyson:
Maybe they're supposed to be horses?

Gwen Tennyson:
Anyway, I thought they broke up last year.

Kevin Levin:
Don't think so.

Ben Tennyson:
We'll ask them about it, after we kick their cans!

Kevin Levin:
Smooth move Romeo. You sure showed her.

Ben Tennyson:
Showed her what?

Kevin Levin:
You don't know either, huh?

Ben Tennyson:
[Voice-over, while the aftermath of his battle with the Forever Knights is shown] So I let her go, I guess I shouldn't have. But I still have Forever Knights to thrash! And after that, there's always the press... But, you know, they're "ditchable",...kind of. You don't have to do their interviews, but they still thrash you on their stupid cable-shows. I guess there's no way to escape the things that really matter. Like Julie... [Voice-over ends, Ben is seen lying down on a bed] She says that I don't spend enough time with her, that I take her for granted. [angry] But I can't just drop everything whenever I want! I have responsibilities! I'm a famous superhero! [Camera zooms out to reveal Jimmy sitting next to Ben, eating peanuts]

Jimmy Jones:
I see. Peanuts?

Julie Yamamoto:
I appreciate this.

Gwen Tennyson:
Don't worry about it. We're glad to help.

Kevin Levin:
Besides we are all up to here with Ben. I mean if he says "I saved the whole entire universe" one more time, I'm gonna go psycho!

Gwen Tennyson:
Again?

Kevin Levin:
It's just an expression.

Gwen Tennyson:
And yet I still feel the need to check.

Baz-El:
Look, I told you I thought this place was just an old ruin.

Strabismus:
This is our most revered place!

Baz-El:
Yes, well you don't take very good care of it, do you? From the looks of it, I assumed you were all extinct.

Strabismus:
Blasphemer! Don't you realize that by destroying the altar, you've awakened the sentinels?

Ben Tennyson:
I who'd the what now? [the sentinels start moving] Aw man!

Ben Tennyson:
This is ridiculous. (stumbles on the terrain) Whoa! I flew halfway across the galaxy just so Julie can tell me to buzz off again? I don't deserve this. I'm a world famous hero!

Kevin Levin:
You're a world famous jerk!! Woah! (absorbs the ground and creates cleats for his shoes) That's better. And if you weren't such a jerk, maybe she wouldn't have dumped you in the first place!

Ben Tennyson:
Oh, and now you're the expert on feelings?

Kevin Levin:
No, I'm an expert on jerks!

Ben Tennyson:
You know I don't have to take that from--Yah! (slips, Kevin smiles)

Lead Alien:
Stop, you imbecile!

Brainstorm:
"Imbecile"? I dare say I have greater intellectual capacity in my left claw than you have in your entire species!

Julie Yamamoto:
Is he going to-

Gwen Tennyson:
Shhhhh! I need to concentrate. My magic doesn't work well on technology. (hears Kevin chewing) What are you doing?

Kevin Levin:
Eating.

Gwen Tennyson:
So I heard.

Kevin Levin:
It's a fleen cake, want some?

Ben Tennyson:
[as Julie's fighting] Need any help? [Julie keeps fighting] Okay then... so you... keep doing... you know that... And I'll go... help Baz-El.

Julie Yamamoto:
I appreciate this.

Gwen Tennyson:
Don't worry about it, we're glad to help.

Baz-El:
Ero... when I can... I collect a few... souvenirs for profit. I call it my retirement plan. So shoot me.

Kevin Levin:
Okay.

Gwen Tennyson:
Kevin!

Kevin Levin:
I might've been kidding.

Ultimate Swampfire:
[after Baz-El belches] What is your problem?

Baz-El:
I... have a very delicate stomach which does not respond well to stress or impending doom.

Baz-El:
(mocking Julie) Oh, he's a cannon! Now, he's a battle cruiser! Good boy, Ship!

Ben Tennyson:
What'll it be, Ship? Go with Baz-El so he can make a few bucks selling you or stay with Julie, who really cares about...

Ship:
JULIE!

[After Baz-l leaves, Kevin pushes Ben towards Julie and Ship.]

Ben Tennyson:
So, uh, can we talk?

Julie Yamamoto:
Actually, I'm kind of talked out. [Starts to walk away along with Ship, but Ben grabs her arm, causing her to turn around]

Ben Tennyson:
Hey. I know I'm a jerk sometimes.

Gwen and Kevin:
[Both surprised] "Sometimes"?!

Ben Tennyson:
[To Gwen and Kevin, angrily] I got this. [To Julie, softly] But you're the only person in my life, [Glances at Gwen and Kevin] besides them, [Turns back to Julie] who isn't impressed by all that other stuff. You know the real me, faults and all and that's okay with you. Kinda–

Julie Yamamoto:
"Kinda." You promise you'll do better?

Ben Tennyson:
[With a nervous smile] I promise I'll try.

Julie Yamamoto:
[Smiling] Then I'll try too.

[Ben and Julie put their arms around each other, with Gwen and Kevin looking on.]

King Xarion:
Did you truly think that anything occurs within these walls without my knowledge? Show it to me!

Prince Gyla:
It is magnificent father. And once we resurrect Dr. Viktor, no power on earth can stand against our might!

Prince Gyla:
All of our enemies will bow down before me - before you.

King Xarion:
You will be king someday, my son. But before that day comes - you have much to learn.

Prince Gyla:
You speak like a diplomat. If it wasn't for your weakness, mother would still be alive!

King Xarion:
How dare you!

Prince Gyla:
I dare everything! I am the glorious future of Zarkovia!

Echo Echo:
Echo Echo! I was going for Jetray but whatever. (Blew up the missiles, but keeps falling) Oh no! (Went Ultimate)

Ultimate Echo Echo:
Ultimate Echo Echo! (Blew up the rest of the missiles)

Ben Tennyson:
What do you need a teleporter for?

Kevin Levin:
Lets see. Breaking into bad guy's headquarters, escaping from bad guy's traps, uhh... saving money on spaceship fuel.

Ben Tennyson:
okay, point taken. But Gwen can teleport us with her "magic".

Kevin Levin:
It makes her tired.

Gwen Tennyson:
It does not!

Kevin Levin:
And cranky... (smiles)

Gwen Tennyson:
You make me cranky!

Gwen Tennyson:
A small but strategically important monarchy. They're in the middle of a civil war.

Kevin Levin:
No problem. Ben can take care of that over the weekend.

Ben Tennyson:
I learned my lesson the last time. This time we've got a more focused mission.

Ben Tennyson:
Your son's the guy trying to take over? I thought it was the rebels.

King Xarion:
The list of those who would have this throne is long, but the prince is the only one I fear.

Kevin Levin:
You ask me, that kid needs a serious time out.

Gwen Tennyson:
Just once, I'd like to sneak in and out of a place without getting into a fight.

Kevin Levin:
If we had a teleporter pod...

Big Chill:
Oh give it a rest, will ya.

Gwen Tennyson:
Dr. Viktor.

Big Chill:
Or what's left of him.

Kevin Levin:
I wonder what did this to him. (Gwen and Big Chill stare at Kevin) When I dumped him in the Null Void, he was still alive. Seriously.

Prince Gyula:
(about Dr. Viktor) He's an empty shell, existing only to do my bidding. (activates remote) Destroy them!

Big Chill:
How'd I know he was gonna say that?

Gwen:
[After freeing the King] Wait you can't leave us here.

King Xarion:
Once you hear what i've done, you'll thank me for leaving you here.

Kevin:
[Woke up from being knocked out] What did I missed?

(At a lab, King Xarion put Ben next to Dr. Viktor)

King Xarion:
Fevel am I? My time time has passed as it.

[King Xarion pressed the Ultimatrix which turned Ben into Chromastone, Wildmutt, Goop and AmpFibian]

King Xarion:
Ah. This is the one.

Ben Tennyson:
[after Gwen puts a shield around Ben] Thanks.

Gwen Tennyson:
Hadn't really thought it through, had you?

Ben Tennyson:
I prefer to say I trusted in your initiative.

Dr. Viktor:
Another tank? Bring a hundred!

Heatblast:
I'm fresh out of tanks, your Highney! But I am bringing the heat!

Kevin Levin:
This is for shooting me in the back and for making me miss out on a sweet pre-owned teleporter pod!

Heatblast:
Will you punch him already?

Ben Tennyson:
Never thought I'd say this, but this guy make me nostalgic for the old Dr. Viktor. Think you can get the Rustbucket airborne?

Gwen Tennyson:
If he can't, I will.

Kevin Levin:
If we had a teleporter pod, it wouldn't be a problem.

(Sevenseven tries to slash Gwen but is stopped by Rath)

Rath:
You did not just do that! Let me tell you something, Sevenseven, intergalactic bounty hunter for hire- (Sevenseven twists his arm around and pushes Rath away) Ooh! Karate! I'm gonna call you karate man! Can I call you karate man, karate man? Tell you what, karate man! I'll hold real still, like a stack of boards, and you can meditate till your ready to chop me in half! Okay! (Sevenseven pauses, then slashes at Rath, then Rath grabs Sevenseven) I lied! You know what's the difference between me and a pile of boards? Boards don't hit back! (Rath throws Sevenseven into a control panel) Now... I'm mad. (Rath cracks knuckles)

Jimmy Jones:
I had video but I think the plant must've taken it when it retreated into the cave. I'd figured you'd want to, uh, check my work.

Kevin Levin:
Yeah, I'm out.

Gwen Tennyson:
I have studying to do, Jimmy. Maybe next conspiracy.

Ben Tennyson:
...Okay, okay, I'll check it out. My car's still in the shop. Think you could give us a ride. (Kevin and Gwen drive off)

Jimmy Jones:
I can't believe you don't have a bus pass. That should be Plumber standard issue.

Ben Tennyson:
Yeah, I'll make a note.

Ben Tennyson:
(to the alien plant) Your will is my command.

Jimmy Jones:
(Gasps) Ben's in on it?

Gwen Tennyson:
Now you're saying Ben is part of the conspiracy? This is a shadowy blob. No credible person would ever take this as real proof.

Will Harangue:
(Cut to TV studio) Welcome back to the Will Harangue Nation. Our guest today - Jimmy Jones. The 10 year old Jimmy, the boy who exposed Ben Tennyson for the menace that he is.

Jimmy Jones:
Uh that-that's not exactly...

Will Harangue:
Don't talk over me, Jimmy. Now Jimmy has a new equally startling claim. Ben Tennyson is leading and alien invasion to take over the entire Earth.

Plant Humungousaur:
You can't hide from me, Jimmy. I only want to take you out for a smoothie - not crush you into a fine powder.

Jimmy Jones:
Why are you doing this?

Plant Humungousaur:
I want to give you an exclusive. A real reporter would risk everything to get to the truth.

Jimmy Jones:
A real reporter follows his hunches. And I have a hunch I wouldn't live to post my story.

Gwen Tennyson:
It's okay, we checked out the cave, Jimmy. We know. Where are you?

Jimmy Jones:
North side Sav Cost. You can't miss me. I'm the kid on a red bike WITH AN ALIEN CHASING HIM!

Plant Kevin Levin:
I've said it before and I'll say it again. I would be happy to silence this creature for once and for all.

Plant Ben Tennyson:
The master wants to know why it couldn't absorb him earlier.

Plant Gwen Tennyson:
If there are others with his natural resistance, we need to know how it works.

Plant Kevin Levin:
So I can take him out after, right?

Jimmy Jones:
(sees the real Ben, Gwen and Kevin inside the pods) You're not Ben at all - or Gwen and Kevin!

Plant Ben Tennyson:
No, we're perfect copies, right down to our DNA.

Plant Kevin Levin:
But better than the originals, which were lame.

Plant Gwen Tennyson:
We're in complete harmony.

Plant Ben Tennyson:
Soon there will be no war.

Plant Gwen Tennyson:
No disease. No hunger.

Plant Kevin Levin:
No fun.

Plant Ben Tennyson:
The world will be a garden. And everything will be a garden.

Gwen Tennyson:
They don't have our powers.

Ben Tennyson:
But my double has the Ultimatrix.

Plant Ben Tennyson:
Yes, I do.

[Activates the Ultimatrix]

Plant Chromastone:
Chromastone!

Gwen Tennyson:
Ben, you've got to get the Ultimatrix back!

Ben Tennyson:
Yeah, I'll work on that when I'm not getting shot at.

Gwen Tennyson:
Caesar later, alligator. Like Caesar salad. Cause they're plants.

Gwen Tennyson:
One against four. Well, it's clearly not a chicken salad.

Kevin Levin:
Okay, stop. I can't let a battle pun be the last thing I hear.

Jimmy Jones:
(Groan) I didn't video any of this. Stupid! Who's going to believe me now?

Ben Tennyson:
We will. Jimmy, you're a real reporter.

Gwen Tennyson:
Yeah, from now on, we'll know to take you seriously.

Kevin Levin:
No matter how nutty you sound. "Nutty," see what I did there?

(Ben and Jimmy laugh)

Gwen Tennyson:
Really? Why is it funny when he does it?

Ben Tennyson:
I think it's the delivery.

Ben:
Come on, Kevin! Can't you drive any faster?

Kevin:
Is that supposed to be a trick question?

[In the living room, Gwen argues with her mother, Natalie, about her cousin Sunny, who's staying for the summer]

Gwen:
But, Mom!

Natalie:
It's already settled, Gwen. Your cousin Sunny is staying with us for the summer.

Gwen:
Why?

Natalie:
What are you complaining about? You used to love playing with her.

Gwen:
We were 3 years old. I don't even really remember her.

Sunny:
[settling down on the couch between Ben and Kevin] Hello, boys. I'm Sunny.

Kevin:
We heard.

Ben:
Hi. I'm your cousin Ben.

Sunny:
Well, that's boring. [to Kevin] You got a name muscles?

Kevin:
[blushes] Kevin.

Sunny:
What do you do around her for fun, Kevin?

Ben:
He hangs out with his girlfriend - Gwen.

Gwen:
This is a really bad idea.

Natalie:
I didn't ask for your approval, Gwendolyn. Your cousin's taken up with a bad crowd, so her parents asked us to keep her here for the summer. They think you'll be a good influence on her.

Gwen:
I wish everybody would stop saying that about me.

Natalie:
With that attitude of yours, they'll stop soon enough.

Sunny:
[to Kevin] Muscles, do you say romantic things to Gwen?

Ben:
Oh! One time, he stared deep into her eyes, and she said, "What?", and he said, "You've got an eye booger."

Sunny:
No point in saying anything romantic to Gwen anyway. She's a boring goody-goody who never does anything fun, right? I'm right, right?

Gwen:
Well, once my cousin was annoying me, and I kicked her out of the car, and she had to walk home. That was fun!

Sunny:
Are you telling me to-?

Gwen:
GET OUT OF THE CAR!

Ben:
That's a relief. For a second there, I thought she was talking to me.

Ben:
Stay in the car where it's safe, Sunny.

Gwen:
If you're not here by the time we get back, you're going home.

Kevin:
[about Sunny] She's pretty powerful. How come you can't do that?

Gwen:
Because SHUT UP!

Kevin:
Haven't looked at it like that.

Sunny:
[to Kevin] What do you see in her, muscles? She's so goody-goody. I mean wouldn't you have more fun with a wild girl.

Gwen:
I'm right here, Sunny!

Ben Tennyson:
[as Gwen is trying to restrain Sunny] This is a personal matter between Gwen and Sunny.

Kevin:
We should respect their privacy.

Gwen:
[Ben and Kevin start to leave. Gwen yells at them] Get back here!

Lodestar:
Lodestar!

Kevin:
You sure turning into a magnets is the best move in a particle accelerator?

Lodestar:
Beats me.

Kevin Levin:
[about Sunny] Your cousin would make a great member of the…

Gwen:
Absolutely not!

Gwen:
I hope you and your boyfriend had fun, because playtime is over. You're going home.

Sunny:
I'm not going anywhere. My parents won't let me do anything. They only sent me to this awful planet to keep me and Antonio apart. But I just figured something out. [sheds her human skin, revealing her Anodite form] Nobody on this planet can make me do anything!

Gwen:
I'm serious, Sunny. You've had your fun. It's time to go home.

Sunny:
MAKE ME!

Gwen:
I hoped I wouldn't have to. I'm sorry it had to come to this, but you leave me no choice… I'm telling your mom and dad.

Sunny:
NO!

Kevin:
[mimicking Gwen, annoyingly] "Kevin, shut down the particle accelerator! Kevin, disarm the fusion bomb!" [in his normal voice] If this thing blows up, I'm never speaking to those guys again.

Gwen:
I'm not as powerful as you are. I'll give you that. [Sunny laughs] But Grandma Verdona, on the other hand…

Sunny:
[turns around and sees Grandma Verdona arriving; shocked] Grandma? No! I'm not going back! You can't make me!

Verdona:
Oh, do be quiet. I am so cross with you right now. [traps Sunny in a force field] How an energy being ended up being such a spoiled brat is beyond me.

Kevin:
Bomb's disarmed. [to Verdona] Hi, scary grandma.

Verdona:
Never lose your moxie, Kevin.

Kevin:
Sure thing. [to Ben] What's moxie?

Kevin:
Your family is weird.

Gwen:
[scoffs] All families are weird.

Kevin:
Uh-huh. Your cousin left her (human) skin on the floor of the particle accelerator.

Gwen:
It's kind of a sliding scale.

Note:
This episode is set one year after the live action film Ben 10 Alien Swarm.

Victor:
Did you think you could get rid of us that easily?

Ben:
[Wakes up and comes face-to-face with him] Validus! What do you want?

Victor:
This isn't about the microchips or even the queen and her hive. We understand why you did that to us.

Ben:
Then what?

Victor:
We're here because of what you wanted to do to Elena!

Ben:
I-I don't understand!

Victor:
Don't lie to me Ben! A father can tell. [Releases his tentacles to grab Ben]

[Ben activates the Ultimatrix and turns into Humungousaur]

Humungousaur:
Humungousaur! [Zoom out to reveal that he's small as Grey Matter] Uh-oh. [Runs and slides under the pillow; Victor's tentacle picks him up] Validus, please! I never wanted to hurt Elena.

Victor:
We didn't say you wanted to hurt her. [Turns into a swirl and Humungousaur was thrown into nothingness]

[Ben wakes up, realizing it was only just a dream]

[Mr. Smoothy; Ben talks to Gwen and Kevin about his dream of his encounter with Victor Validus]

Ben:
I must've seen his shadow on the curtain and that's what made me dream about him.

Kevin:
You ask me. The whole thing was a dream.

Gwen:
I liked the part where Humungosaur was really small. I was reading about how dreams reveal what we're really afraid of.

Ben:
It was not a dream! Well the part about being little was but…

Kevin:
Keep telling yourself that bud.

Gwen:
Ben, Victor Validus was cured a long time ago.

Kevin:
And those alien microchips that were controlling him all got flushed when you killed the Queen and her hive.

Ben:
Yeah? Then what's this? [shows them a Nanochip]

[Ben and his team arrive at Plumbers' Academy talking to one of the Galvin teachers about Elena's whereabouts]

Galvin Teacher:
Where was I? Oh, yes -- Elena. One of our best students, she would've made an excellent plumber, someday.

Ben:
Did she say why she was leaving?

Galvin Teacher:
Lead with the left Drax. The left. Elena was shattered by her father's death as you might imagined. She couldn't concentrate on school.

Gwen:
Maybe she'll be back when she gets over it.

Galvin Teacher:
I don't think so. When her father passed, she went back to Earth and took over his research on the alien microchips. No one alive knows more about them than she does.

Ben:
That's why I'm trying to find her.

Kevin:
[Imitating Ben] "That's why I'm trying to find her".

Ben:
It is why.

Kevin:
Admit it. You just wanna see her again.

Ben:
Hey. Elena and I we're just friends. That's all.

[The trio arrive at Elena's lab back on Earth]

Elena:
[Opens the door; surprised] Ben Tennyson! [Hugs Ben]

Kevin:
[Scoffs] "Just friends."

Elena:
Come in. Let me show you around. [Escorts Ben inside as Gwen and Kevin followed] Most of this came from my father's lab. The rest I built myself.

Ben:
[amazed] Incredible -- really incredible.

Elena:
My dad set the bar pretty high.

Gwen:
Elena, are you sure you should be doing this?

Elena:
What? Studying the alien microchips? How could I not?

Gwen:
You know how dangerous they are. They can reproduce themselves, take over living bodies.

[Ben is doing his homework when he hears a doorbell ringing. He opens the door to see Julie standing at the doorway.]

Ben:
Hey Julie.

Julie:
I was just passing by, but if you're busy or something&ndash.

Ben:
Doing homework if you can believe it. Come on in.

Julie:
You look kind of upset.

Ben:
It's this problem I'm working on.

Julie:
Calculus?

Ben:
I wish. Then I could just con you into doing it for me. It's like the answer's right in front of me, but I can't see it.

Julie:
What is the problem exactly? A case?

Ben:
Yeah. Microchips. I'll show you.

[Ben takes his jacket from the couch, but realizes that the Nanochip is gone.]

Julie:
What's the matter?

Ben :
Kevin has it. [Ben runs out the door, but stops and turns to Julie] You know, it feels like I'm– always running off somewhere doesn't it?

Julie:
It's starting to.

Ben:
Can we get together tomorrow night for sure?

Julie:
[Smiles] I'd like that.

[Ben runs off, with Julie looking on.]

Gwen:
Did you see the face Elena made when Ben mentioned Julie?

Kevin:
That's just the way girls are. You've gotta take advantage, play one against the other. [Gwen glared at him] At least that's what my friends say.

Gwen:
Which friends?

Kevin:
The ones I don't see anymore?

Kevin:
Elena and Ben.

Gwen:
What about them?

Kevin:
They're interested in each other. Anybody can see that, but she's going to be a problem.

Gwen:
Oh?

Kevin:
Elena's the type who makes guys think she cares about them, but once they start to care about her, poof! She's gone. I've seen the type before, lots'a times. [Gwen glared at him] I mean i've heard about them from friends.

Egor:
Who are you?

Gwen:
We're just looking for Validus. We don't want to hurt you.

Kevin:
Speak for yourself.

Egor:
I am Janitor idiot boy.

Kevin:
Then how do you explain… (Shows Egor the wig) This!

Egor:
For hiding. (Puts his wig back on) When hair started to fall out, that's how I explain. (Stares Kevin's hair) Maybe you need 1 some day too.

Kevin:
Doesn't seem a little coincidental that Validus would suddenly drop dead after everything that happened?

Egor:
Anyone can die anytime. Even you smart guy.

Kevin:
How do you explain this? [Showed Egor's wig]

Egor:
For hiding. When hair starts to fall out, that's how I explain. Maybe you need 1 too someday.

Gwen:
Kevin. Maybe an apology would work.

Kevin:
No way. This guy's gotta know something.

Gwen:
Why? That's how it works on TV?

Egor:
I do know nothing. All I do is clean up Victor's lab and then help crazy daughter move equipment.

Gwen:
Wait a minute. Why do you think Elena is crazy?

Egor:
When she talks, she say "We" or "Us" when it's just her. What does she thinks she is? Queen of England? (Walked away)

Gwen:
No, not the Queen of England. The Nanite Queen.

Kevin:
I thought the Queen was dead.

Gwen:
Long live the Queen.

Julie:
[as Ben is being attacked by nanites] Is this what you want?

Elena:
It… must be.

Julie:
NO! Whatever's left of Elena couldn't want this!

Elena:
Julie… we can't stop.

Julie:
Then you never really cared about Ben!

Elena:
We did. I did!

Julie:
Isn't there some part of you left, the real you, that cares enough to stop this?

Ben:
[runs to the force field entrance; devastated] Oh, no.

Julie:
That wasn't Elena. The nanites got her a long time ago.

Ben:
You're wrong. There was enough of my friend left to save my life. Goodbye Elena.

[As they all leave the lab, on the floor, the Nanochips somehow spring to life]

Note:
Gwen casts nonverbal magic spells in this episode.

Ben Tennyson:
You're not driving us down?

Kevin Levin:
Gravel will chip my paint.

Gwen Tennyson:
We're setting the hero bar kind of low tonight.

Kevin Levin:
Told you to take Ben's car.

Sir Cyrus:
[Aiming his weapon at Ben] Right, nobody move - or the changeling suffers. [to Ben] Raise your hands above your head.

Ben Tennyson:
If you say so. [Ben raises his hands and activates the Ultimatrix]

Humungousaur:
Humungo... [Humungousaur bumps his head on the ceiling] Ow!

Sir Cyrus:
Stay back!

Humungousaur:
Hey! It's the middle of the night. I just hit my head and you are really annoying me!

Gwen Tennyson:
That was so rude!

Kevin Levin:
Me? Rude? To who? Squire Wiffle?

Gwen Tennyson:
Winston!

Kevin Levin:
I can't bother to remember, he's not important enough.

Gwen Tennyson:
Mhmm... jealous?

Kevin Levin:
Of What? His dumb name, his dumb accent or his dumb dress?

Gwen Tennyson:
It's a tunic!

Ben Tennyson:
[to the creature] I haven't beaten anybody up in about 20 minutes. If you don't let go of that Policeman right now, that's gonna change!

Kevin Levin:
Listen Gwen I can't... I mean we can't afford to lose you... the team, you know.

Gwen Tennyson:
Oh, I... umm... (to Ben) Help me out here.

Sir Cyrus:
They've changed direction. And they haven't found the tracking device in Winston's ruck sack. First we kill the beast, then our truce with Ben Tennyson comes to an end - as does his life. I swear in the name of the First Knight - victory will be ours!

Gwen Tennyson:
Guess we'd better let the Knights know where we are.

Kevin Levin:
Seriously?

Ben Tennyson:
Well, I did say I would.

Kevin Levin:
Yeah, but you didn't say when.

Ben Tennyson:
Good point. We'll call them after it's all over.

Gwen Tennyson:
You two should be in politics.

Armodrillo:
[to the Lucubra's zombified victims] Come on people, back off! We don't wanna hurt you!

Kevin Levin:
To be honest, I am considering it.

Gwen Tennyson:
I felt a ripple in the mana. I thought we should check it out.

Ben Tennyson:
I think I felt a ripple back in my room. You guys take the mana, and I'll investigate my bed. (Gwen glares at him) Fine.

Kevin Levin:
(After being saved by Goop) (to Gwen) You okay?

Ben Tennyson:
Of course she's not okay! She's not complaining on how disgusting Goop is.

Gwen Tennyson:
I am done with waiting!

[Starts to enter the building]

Sir Cyrus:
So are we. [Gwen stops] Let them weaken the creature, then we can attack in force.

Gwen Tennyson:
I'm going to help my friends!

Sir Cyrus:
You'll have to go through us first.

Gwen Tennyson:
I was hoping you'd say that.

Sir Cyrus:
Hold fire!

Kevin Levin:
"[holding up an unconscious knight]" Hey, wake up and stop fighting.

Kevin Levin:
(After Winston is freed) Well, hooray for you. Now go buy yourself a cookie.

Winston:
We call them biscuits.

Sir Cyrus:
Squire Winston, step away from the alien scum!

Ben Tennyson:
I think he's talking about us.

Kevin Levin:
After all we've meant to each other.

(While Gwen was watching Winston leaving)

Kevin Levin:
(To Gwen) Ok... he's cute... I get it.

Kevin Levin:
That doesn't look like a metal.

Gwen Tennyson:
[reading the message, translating it in English] "Because you received your Plumber commendations during a field engagement, your required training is incomplete. Please report to academy 2814 for field certification courses."

Ben Tennyson:
Wait. We have to go to school?

Ben Tennyson:
What is the Plumber Academy gonna teach us? It's not like we haven't saved the whole entire universe already.

Kevin Levin:
Give it a rest, Tennyson. If this is what it takes to keep our badges, then this is what we'll do.

Gwen Tennyson:
This is awesome! Look at the classes we get to take: Weapons and Tactics, Interstellar Law, Cultural Sensitivity.

Kevin Levin:
Started strong, but then you lost me.

Gwen Tennyson:
…Starship Maintenance. (Kevin smiles)

Ben Tennyson:
And you got him right back.

Brannigan:
There's been a Null Void breakout. So Magister Hulka wants all new recruits in their bunks and accounted for. You don't want to make him and me mad on the same day. Do we understand each other, larval dipteroid?

Gwen Tennyson:
Oooh. Big mistake.

Ben Tennyson:
Brannigan, you just bought yourself a nose full of Humungousaur!

Kevin Levin:
[keeps Ben from activating the Ultimatrix] We're going Tennyson. You're not getting us thrown out of here on the first day.

Ben Tennyson:
Wait. You're holding me back?

Ben Tennyson:
[mocking Brannigan] "Ooh, I'm an Alpha squadron. Look at me!" I should've gone all Armodrillo on him. No… Fourarms!

Gwen Tennyson:
You should have walked away, which you did, thanks to Kevin.

Ben Tennyson:
Yeah, way to have my back, Kevin!

Kevin Levin:
Keeping your plumber's badge may not matter to you, but it does to me.

Gwen Tennyson:
Don't mess this up for him.

Kevin Levin:
What? The magna-lock went bad and it was set on overload instead of stun. Gwen's right.

Magister Hulka:
Go back to your barracks.

Gwen Tennyson:
Someone's out to get you, sir, aren't they? Or you wouldn't let Tack be out of your sight, would you?

Magister Hulka:
Mind... your own... business.

Kevin Levin:
Whole place is on lockdown. Breaking curfew is against orders.

Ben Tennyson:
It's like I don't even know you anymore.

Kevin Levin:
Being a Plumber isn't something you mess around with. If you screw this up, you and I are going to get into it!

Kevin Levin:
[to Gwen after they've been captured during a battle drill] You gonna handle these clowns, or should I? [Gwen takes down the squad] [To the fallen squad] Don't blame yourselves. She's devious.

Kolar:
You ruined my life!

Magister Hulka:
You ruined it yourself, Kolar! Plumbers got honor. You've got nothing.

Gwen Tennyson:
You... pushed him into a sun?

Magister Hulka:
I did not. I changed the arrival address to a Null Void penitentiary. Plumbers are law enforcement, not judges. Don't ever forget that!

Gwen Tennyson:
I can't believe I only scored a 98.

Ben Tennyson:
Out of a hundred, Gwen. Try and unclench.

Kevin Levin:
It only takes a 72 to pass which I exceeded. How about you, Ben?

Ben Tennyson:
95. People think I'm not paying attention, but I am.

Gwen Tennyson:
My 98 is starting to look really weak.

Ben Tennyson:
This is me not paying attention.

Magister Hulka:
To my considerable amazement, you all completed the course. So it's official. You're Plumbers.

Ben Tennyson:
But we knew that already. So what you really came here for was to thank me for saving your life, didn't you? Go on. It won't hurt.

Magister Hulka:
[Hulka puts a medal on Ben's chest] Your shuttle leaves for home in 5.

Ben Tennyson:
Wait. What's this for?

Tack:
[Reading the medal] "For demonstration of a Plumber's most essential attribute - the ability to exercise latitude and creativity in problem solving." Whoa!

Kevin Levin:
Sounds like a "Thank you" to me.

Dr. Animo:
We've lost them!

Kevin Levin:
Actually, you're kinda surrounded.

Kevin Levin:
You don't belive me? Ask Gwen?

Gwen Tennyson:
Kevin's right. Surrounded.

Dr. Animo:
It'll take more than the likes of you to capture me!

Big Chill:
Then it's a lucky thing I'm here.

Big Chill:
Big Chill!

Dr. Animo:
Gidddyap!

Big Chill:
You're in expert on animals, but frogs don't like cold weather, right?

Ben Tennyson:
It's over, Dr. Animo!

Dr. Animo:
You are underestimate me, Ben Tennyson!

Dr. Animo:
You think this is just a big frog?

Ben Tennyson:
You got me there.

Kevin Levin:
I'd day a big frozen frog.

Dr. Animo:
Well, you're both in error.

Ben Tennyson:
That was embarrassing.

Gwen Tennyson We'll catch him next time.

Ben Tennyson:
Tomorrow on check on every abandoned warehouse in Bellwood. And, I don't know, pet stores?

Gwen Tennyson:
I'm around.

Gwen Tennyson:
Kinda lot for a school night.

Natalie Tennyson:
I'm not judging them, but let's face it - polite people don't glow.

Gwen Tennyson:
I glow.

Natalie Tennyson:
Not around me.

Gwen Tennyson:
...So no Tennysons at all? Not even Ben or Grandpa?

Natalie Tennyson:
Ben's table manners leave a bit to be desired and Grandpa Max dresses like he's on vacation in Vegas.

Kevin Levin:
[Pulling up his car] You never called me back.

Gwen Tennyson:
[Getting in the car] No time for lunch. I need to stop at Office Mania then swing by my house. My mom needs something.

[Gwen notices Kevin's shirt is torn and gasps]

Kevin Levin:
I found Animo.

Gwen Tennyson:
Ben was right about checking pet stores.

Kevin Levin:
Did you know that he can get a pass to go off campus anytime he wants?

Gwen Tennyson:
I didn't even know you could buy frogs at the pet store.

Kevin Levin:
Snake food.

Gwen Tennyson:
Just because you don't go to school, I don't want you to go up against Animo without me.

Kevin Levin:
You know about that?

Kevin Levin:
I was in the Null Void for a long while. By the time I'd got out, I'd kind of outgrown fifth grade.

Gwen Tennyson:
But I also know how smart you are. There isn't a piece of tech in the whole galaxy you can't strip and rebuild by hand.

Gwen Tennyson:
Maybe you could go for a High School Equivalency Degree.

Kevin Levin:
A G.E.D.?

Gwen Tennyson:
Sure, I'll find out what you need to do. Help you study.

Kevin Levin:
Always room for another project, huh?

Gwen Tennyson:
If I wanted to take it easy. I'd go live with my grandpa. I'm not about to let anyone down.

Emily:
You not coming?!

Ben Tennyson:
Emily, Dr. Animo is trying to take over the world.

Emily:
Yeah. I know what's going on.

Gwen Tennyson:
Is this about you and Ben?

Emily:
It's not that I hate your cousin.

Ben Tennyson:
Come on! It was one date. How bad could it have been?

Emily:
You left me at the top of a radio tower!

Ben Tennyson:
For you own safety.

Emily:
200 feet above the ground.

Ben Tennyson:
You couldn't have fallen - I webbed you to it.

Emily:
(to Gwen) You're right. I do hate your cousin!

Ben Tennyson:
You coming?

Gwen Tennyson:
Yeah.

Dr. Animo:
Rup him to pieces my pets.

Dr. Animo:
You're more resilient than I thought, Levin.

Dr. Animo:
But in the end, you've fallen before me, just as the whole world will.

Gwen Tennyson:
That'll be the day.

Dr. Animo:
You're too late!

Dr. Animo:
While the Plumbers held me. I had time to plot my revenge. So I've scaled up my Transmodulator Ray and overclocked it. THE ENTIRE EARTH WILL BE...

Cannonbolt:
My cousin's on a schedule. Can we skip this part and move directly to the terrific beating I'm about to give you?

Natalie Tennyson:
Your father's getting dinner. Kevin called and I asked him and Ben to join us. Help set the table. How was your day, Gwenny?

Gwen Tennyson:
Oh, you know, the usual.

Dr. Animo:
Every man, woman and child, every living thing that crawls over this miserable planet will be at my mercy.

Ben 10,000:
Sure it's all fun and games until someone loses and eye.

Eon:
Impressive. In all my years hunting alternative versions of you, I've never met one with your abilities. Still I shouldn't be surprised, considering...

Ben 10,000:
Considering what? Why are you doing this Eon? When we fought before we...

Eon:
THAT WASN'T ME, TENNYSON! And soon it won't have been you!

Eon:
Any last words, Tennyson? I'm collecting them.

Ben 10,000:
I've got two words for you. (activates Omnitrix) Ultimate Humungousaur!

Professor Paradox:
Hello Ben.

Ben 10,000:
Good to see you, Paradox. Love how you don't show up until it's all over.

Professor Paradox:
It's far from over, old friend. It's barely begun.

Ben Tennyson:
It's either an uncatalogued alien, or yet another feature I can't figure out - or it's broken again.

Kevin Levin:
[after Gwen takes down a ninja] Wow! You learned that in Karate School?

Gwen Tennyson:
Saw it in an old movie.

Gwen Tennyson:
Professor Paradox?

Professor Paradox:
Hello children.

Kevin Levin:
Who's your friend?

Ben Tennyson:
Are you...?

Ben 10,000:
That's right Ben, I'm you. Only even more awesome. (after shaking Ben's hand) Ben 10,000 at your service.

Kevin Levin:
I've heard about you, you're the jerk from the future.

Ben 10,000:
I'm a different Ben 10,000, but I do remember going to that future back when we were ten. What a buzzkill that guy was!

Ben Tennyson:
You're my real future?

Professor Paradox:
Yes. If nothing occurs to change it. That's why I've - bent the rules of time and brought you here

Professor Paradox:
You traveled into Cross Time.

Gwen Tennyson:
Like a parallel world?

Professor Paradox:
Exactly.

Ben Tennyson:
That's why the me in the future didn't remember it happening to him.

Ben 10,000 and Kevin Levin:
But you remember all of this.

Ben 10,000:
Yeah, I do.

Kevin Levin:
Okay, don't do that again.

[Ben 10,000 saves the Rust Bucket from crashing]

Gwen Tennyson:
You just landed a spaceship!

Ben 10,000:
From the outside. Don't forget the cool part.

Ben Tennyson:
How do you do that without transforming?

Ben 10,000:
I haven't bothered to for years. Not since I discovered my best transformation.

Gwen Tennyson:
Ultimate Ben?

Ben Tennyson:
What power comes with that?

Ben 10,000:
Pretty much all of them. You'll figure it out someday.

Professor Paradox:
There are rules, Kevin. I cannot interfer.

Gwen Tennyson:
Excuse me. But aren't you already interfering?

Professor Paradox:
Touche... Actually I've just come to give young Ben a warning. But that can wait.

Ben Tennyson:
Until what?

Professor Paradox:
Until I see if you survive.

Ben Tennyson:
(when discovering that Eon's servants are versions of him) This raises some questions.

Kevin Levin:
Yeah, like where did you learn Nin-Jitsu?

Eon:
Tennyson, prepare to die.

Ultimate Swampfire:
Maybe later.

Ultimate Swampfire:
How about you explain yourself? Why attack me over and over?

Eon:
Our paths are intertwined. In this and every other timeline.

Professor Paradox:
I won't allow that Eon!

Eon:
You cannot interfere, timewalker. And you why.

Professor Paradox:
True. But if you dare procede there is nowhere in all of space and time you can hide from me.

Eon:
I'll burn that bridge when I come to it. Now I have a couple of Ben Tennysons to absorb.

Ben 10,000:
There you go. I've just unlocked everything you've ever become up until now.

Ben Tennyson:
Really? Thanks.

Ben 10,000:
I also threw in a few new ones because it'll annoy Azmuth when he finds out.

Professor Paradox:
Time to go. But first a warning to my young friend. [In an ominous voice] Beware old George. Beware the creature from beyond. [Cheerfully] So long.

Ben Tennyson:
[Trying to fit the equipment into the Rust Bucket] How did you fit all this stuff in here?

Grandpa Max:
Gradually, I haven't done spring cleaning in the Rustbucket since I got her.

Kevin Levin:
Except for when I blew it up… which I probably shouldn't mention.

Grandpa Max:
Just help carry the boxes outside and stack them up.

Ben Tennyson:
[unable to lift the box] Ehhh… Heavy!

Gwen Tennyson:
Not if you take them one at a time.

Ben Tennyson:
I've got a better idea [activates Ultimatrix]

Fourarms:
FOURARMS!

Kevin, Gwen and Max:
Ben!

Grandpa Max:
You're too big to be in here!

Fourarms:
No, I'm not!

[sounds of glass breaking]

Grandpa Max:
Ben!

Fourarms:
Sorry, sorry. I'm going. [gets stuck in the door and is kicked out by Kevin] Thanks a lot, Kevin.

Kevin Levin:
Anytime.

Gwen Tennyson:
Why do you have a woman's bracelet?

Grandpa Max:
It's not exactly jewelry, Gwen. It belonged to your grandmother. Long story. [the team sits down. Max sighs] I was about Kevin's age. A rookie with the Tactical Air Command.

Colonel:
You think the laws of physics don't apply to you, Tennyson?! F-104s are rated for Mach 2. You were pushing Mach 3! Do you know what happens when an F-104 goes that fast?! [Pan over to the burning wreckage of Max's jet] IT FALLS APART!

Young Max Tennyson:
Sir, if you'd give me a chance to ex--

Colonel:
No! No more chances! No more excuses! You are through! I am kicking your butt off this base and out of the Air Force!

Major General:
Excuse me, Colonel. I'll take it from here.

Major General:
So, do you know why President Kennedy wants to send us to the moon?

Young Max Tennyson:
Because of the Russians?

Major General:
No. Because of the kind of thing you saw today. I don't know what you tangled with, but I do know it was real. Of course, officially, we deny everything.

Major General:
On the other hand, you've been cited repeatedly for insubordination.

Young Max Tennyson:
Only when my Commanding Officers were wrong... sir.

Young Max Tennyson:
How's your chili?

Florence:
Pretty bad.

Young Max Tennyson:
That's my favorite kind. I'll take a double order.

Young Max Tennyson:
The pickings are looking pretty slim in here.

Young Verdona:
[Approaching Max] I'm gonna try and not take that personally.

Young Max Tennyson:
...Hello. Present company accepted, of course.

Florence:
I'll let you two get acquainted. [Florence leaves]

Young Max Tennyson:
I'm Max.

Young Verdona:
Verdona.

Young Verdona:
Fine. What you said before was correct. I'm not from around here. I'm from another planet. And that man chasing me isn't a man at all. He's actually from a race of sentient robots called "Synthroids."

Young Max Tennyson:
Oh. Why didn't you say so?

Young Verdona:
Well, I have certain... how shall I put this?... Abilities.

Young Max Tennyson:
So why don't you use them?

Young Verdona:
I can't. The Synthroid put this on my arm. [Verdona shows Max a bracelet] It locked me in this form and neutralizes most of my powers.

Young Max Tennyson:
Then you can tell when the robot's getting close.

Young Verdona:
Telepathy only works with living beings. The Synthroid is a machine. But I did read your mind.

Young Max Tennyson:
In the diner? It wouldn't take superpowers to tell what I was thinking, doll.

Young Verdona:
Not then. When you were chasing us in your fighter jet.

Young Max Tennyson:
You were in the UFO?

Young Verdona:
A captive. Then you shot it down, and I escaped. But I knew that I had to find you.

Synthroid:
The female is an Anodite.

Synthroid:
What is one life compared to the survival of my species?

Young Max Tennyson:
The way I see it, any life is precious. But you wouldn't understand that because you're really alive, are you? Anyway, YOU CAN'T HAVE HER!

Synthroid:
But I will have her. And you will be destroyed, just like the organic ones who built us.

Magister Labrid:
This is Magister Labrid of the Plumbers. Release the Anodite and the human and surrender immediately. Put your hands where I can see them.

Synthroid:
As your wish.

Young Verdona:
Let me go!

Synthroid:
That weapon is not powerful enough to harm me.

Young Max:
I wouldn't think of shooting you, tin man. But your power sphere...

Young Max:
We got to stop meeting like this.

Young Verdona:
I'm free!

Young Max Tennyson:
And... this is what you really look like?

Young Verdona:
Does my true form displease you?

Young Max Tennyson:
No. On you it's a good look.

Young Verdona:
Why settle for the moon when I can give you the stars?

Young Max Tennyson:
You can't give me what I want. I have to take it. It wouldn't be the same if I didn't do it myself. Do you understand?

Young Verdona:
You are a stubborn man, Max Tennyson.

Young Max Tennyson:
I always say, it's a sin to waste talent.

Young Verdona:
I won't argue. Because I know I can't convince you. But I promise - we will meet again.

Young Max Tennyson:
I'm counting on it.

Grandpa Max:
The following Monday, I went into the astronaut-training program.

Gwen Tennyson:
But you never got to go to the moon.

Grandpa Max:
Not the way I wanted to, but I suppose I can't complain. Magister Labrid came back and recruited me to the Plumbers.

Ben Tennyson:
And grandma came back, too, right? I mean, you had to meet her again.

Grandpa Max:
Ah, that's a story for another time.

Grandpa Max:
We wouldn't want to wake Kevin, now, right?

Kevin Levin:
(snores, but then is punched by Ben) What'd I miss?

Grandpa Max:
[Holding on to Verdona's bracelet and looking to the stars] Good night, Verdona. Wherever you are.

(Ben turns into Swampfire)

Swampfire:
Swampfire! (Lights a campfire)

Gwen Tennyson:
Ben, that's overkill.

Swampfire:
No. It's Swampfire. I don't have an alien named Overkill. Cause if I did, I'd, you know, shout "Overkill!"

Kevin Levin:
What's with the shouting names thing anyway?

Swampfire:
It strikes fear into my enemies.

Kevin Levin:
...You go right on believing that, bud.

Grandpa Max:
Well, it's local business. The first step should be for the Air Force to send in their own investigators.

Cooper Daniels:
They did. But whatever they learned, we'll never find out from them, Magister Tennyson. Nobody knows technology like I do, and I've never seen anything like it.

Grandpa Max:
All right, Cooper, I'll be right there. [Gwen clears her throat] We'll be right there.

Kevin Levin:
The Plumbers really need to upgrade their rides, I mean look at this thing! No power, lousy security system.

Gwen Tennyson:
You want one, don't you?

Kevin Levin:
Yeah...

Gwen Tennyson:
Maybe for your birthday.

Grandpa Max:
Perhaps you could enlighten us, Colonel.

Colonel Rozum:
Sorry, Max. It's above your paygrade.

Ben Tennyson:
Then my grandfather gets a raise right now or we walk!

Colonel Rozum:
You're gonna let him talk to me like that, Max?

Grandpa Max:
I'll let him know when he says something I disagree with... Okay, then.

[Everyone turns to leave]

Colonel Rozum:
You haven't said much.

Grandpa Max:
I'm trying not to throttle you. This holding facility of yours is nothing but a prison. Earth is a level 2 world. And a provisonary signatory of the Kelly-Casey Accords. You have no rights...

Colonel Rozum:
Rights? Don't talk to me about rights with all the alien terrorists you fought. You know the dangers they present. You should be thanking me.

(Ben transforms into Big Chill)

Big Chill:
Big Chill! (he passes through the floor)

Kevin Levin:
(to Cooper) When he shouted his name just then, did it strike fear into you?

Gwen Tennyson:
Not now, Kevin.

Ben:
Time for Humungousaur! [Transforms into Rath]

Rath:
RAAAATH!! FINE, RATH'S BETTER ANYWAY!! HEY, HEY, LEMME TELL YA SOMETHIN', MR. ALIEN PRISONER!! NOBODY GOES UNLESS RATH SAYS THEY CAN GO!! BECAUSE RATH GOES BEFORE EVERYBODY!! SO DON'T GO, YO!!! [Jumps and holds on to the ship] AAAH!! IS THAT ALL YOU'VE GOT, STOLEN PLUMBER SHIP?!! 'CAUSE RATH'S GOT TONS MORE!! IN FACT, I'VE GOTTA GIVE YOU SOME OF MINE, SO IT'LL BE A FAIR FIGHT!! AND AFTER THAT, EVERYTHING I GAVE YOU I CAN TAKE IT BACK AGAIN!! AND MAKE YOU LIKE IT!!

Kevin Levin:
[looks at Rath] You know, Rath is the only alien that makes me wanna get a box of popcorn, kick back and just watch.

Gwen Tennyson:
Kevin, this isn't the time for- Okay, me too.

Rath:
AAAH!! GIVE UP, STOLEN PLUMBER SHIP!! YOU CAN'T ESCAPE FORM RATH!! YAAH!! [Extends his claw, starts tearing the ship apart. The ship begins to crash] CRASHING'S GOOD TOO!! RATH CAN CRASH ALL DAY!! [The part of the ship Raths holds on to tears off, Rath falls down] OH, NOW YOU'RE USING GRAVITY!! WELL FORGET IT!! GIVE UP, GRAVITY!! YOU CAN'T BEAT RAAAAAAAAAAAAAAAATH...!! [Slams into the ground]

[Gwen and Kevin approach the Rath-shaped hole]

Gwen Tennyson:
Ben! Ben, are you all right?

Rath:
[Crawls out of the hole, breathes heavily and shakes his head] LEMME TELL YA SOMETHIN', STUPID RATH-SIZED HOLE!! RATH WILL DESTROY YOU!! [Starts stomping the ground]

Gwen Tennyson:
Oh, for crying out loud. Ben!

Rath:
(Pauses, then kicks dust at the hole) What? (Gwen gives him a stern look) Sorry.

(Ben helps an officer get up and sit)

Officer:
Ben... Tennyson... My daughter's nuts about you...

Ben Tennyson:
Yeah? She's cute?

Gwen Tennyson:
Ben!

Ben Tennyson:
Sorry!

Kevin Levin:
It's fail-safe - in case a plumber's ship is crashed and then abandoned. I'm on it. Don't worry.

Ben Tennyson:
You sure?

Kevin Levin:
Plumber override. [Kevin uses his badge to override the fail-safe] I said "don't worry." [the fail-safe starts up again] Now you can worry.

[Ben tries to transform]

Ben Tennyson:
Uh, Goop? [Transforms into Humungousaur]

Humungousaur:
Humungousaur! Hah! Finally! Okay, no one has to get hurt. [Prisoner #775 pushes a car towards him, it slams into Humungousaur's leg] Wow, a little car. [Slams it away] You'll have to do better than- [Prisoner #775 pushes a truck towards him.] Oh, truck!

Prisoner 775:
Leave me be! I intend to balance the scales!

Kevin Levin:
You wanna balance scales? Go on a diet!

Prisoner 775:
I no longer have a home. While I rotted away in your prison, the revolution was lost! My mate, my children - gone - all gone. This is nothing left to live for.

Kevin Levin:
There's always something to live fore. You could even the score.

Ben Tennyson:
Absolutely. You could seek justice.

Prisoner 775:
Justice? Yes. Those who wronged me should die - beginning with Colonel Rozum.

Ben Tennyson:
Remember, this guy could be totally innocent of everything.

Kevin Levin:
He stole a ship. He's no "innocent".

Ben Tennyson:
You really wanna stack your rap sheet against his, Kevin?

Kevin Levin:
Just sayin'...

Gwen Tennyson:
Guys, is there any chance that the prisoner could have chameleon-like powers that would let him blend in with backgrounds so that he's practically invisible?

Gwen Tennyson:
He could be anywhere on the base. How do we find him?

Ben Tennyson:
We track his scent. [transforms into Wildmutt]

Gwen Tennyson:
[deep voice] Wildmutt! [Wildmutt and Kevin look at her] What? He can't talk. Somebody had to do it.

Prisoner 775:
You're going to live Rozum. Just long enough to see what it's like to lose your family.

Colonel Rozum:
They have nothing to do with this.

Prisoner 775:
Neither did mine.

Prisoner 775:
Lease your overgrown pet! He's no match for me!

[Wildmutt slams his Ultimatrix]

Ultimate Wildmutt:
Ultimate Wildmutt!

Gwen Tennyson:
I was gonna do that for you.

Ultimate Wildmutt:
Tell you what, you can clean up what's left of him.

Prisoner 775:
Do it. Finish me. Come on! Let me join my family. Do it. Do it!... PLEASE do it! Please finish me. I've got... nothing.

Ultimatrix:
DNA scanned and recognized. Merlinisapiens. Unlocked and available on Playlist 5.

Ben Tennyson:
Hey guys! Check it out! (activates Ultimatrix)

ChamAlien:
Overkill! Well? Well? (Gwen and Kevin walk away) Too soon?

Grandpa Max:
You still don't get it, Colonel. Earth's in violation of Interstellar law. You don't seem to realize the enormity of what you've done.

Colonel Rozum:
I realize it fine, Max. And under the same circumstances, I'd do the *exact* same thing. When it comes to choosing between a few hundred aliens and my country, it's a no-brainer.