THE NASA TRACKING STATION ON THE NORTH RIDGE WAS
JUST DESTROYED BY SOME SORT OF WEREWOLF.
IT TOOK SOME SATELLITE EQUIPMENT.
Ben: AND IT RIPPED DOWN THAT RECEIVER YOU HAD HERE.
MOMMY!
I SAY THERE'S A BIG CHUNK OF CORRODIUM BURIED RIGHT HERE.
DR. VICKTOR, I AM YOUR SUPERIOR.
YOU HAVE NO IDEA HOW WRONG YOU ARE.
[ GRUNTING ]
[ GROWLS] Dr. Vitcktor: TAKE CARE OF THE BOY.
I DON'T WANT ANYTHING TO INTERFERE WITH OUR PLANS.
Dr. Vicktor: I WAS TOLD OF THE OMNITRIX,
BUT YOU ARE NOT THE ONLY ONE WITH THE POWER TO TRANSFORM.
I DON'T KNOW WHAT YOUR PLAN IS.
OH, IT'S NOT MY PLAN.
IT'S THE MASTER'S.
IT ALWAYS WAS.
I LIVE!
GHOSTFREAK!
Ghostfreak: YOU AND I HAVE A SCORE TO SETTLE, BEN TENNYSON.
♪ ♪ IT STARTED WHEN AN ALIEN DEVICE DID WHAT IT DID ♪ ♪
♪ ♪ AND STUCK ITSELF UPON HIS WRIST WITH SECRETS THAT IT HID ♪ ♪
♪ ♪ NOW HE'S GOT SUPERPOWERS ♪ ♪
♪ ♪ HE'S NO ORDINARY KID ♪ ♪
♪ ♪ HE'S BEN 10 ♪ ♪
♪ ♪ BEN 10 ♪ ♪
♪ ♪ SO, IF YOU SEE HIM, YOU MIGHT BE IN FOR A BIG SURPRISE ♪ ♪
♪ ♪ HE'LL TURN INTO AN ALIEN BEFORE YOUR VERY EYES ♪ ♪
♪ ♪ HE'S SLIMY, CREEPY, FAST, AND STRONG ♪ ♪
♪ ♪ HE'S EVERY SHAPE AND SIZE ♪ ♪
♪ ♪ HE'S BEN 10 ♪ ♪
♪ ♪ BEN 10 ♪ ♪
♪ ♪ ARMED WITH POWERS, HE'S ON THE CASE ♪ ♪
♪ ♪ FIGHTING OFF EVIL FROM EARTH OR SPACE ♪ ♪
♪ ♪ HE'LL NEVER STOP 'TIL HE MAKES THEM PAY ♪ ♪
♪ ♪ 'CAUSE HE'S THE BADDEST KID TO EVER SAVE THE DAY ♪ ♪
♪ ♪ BEN 10 ♪ ♪
♪ ♪ 10, 10, 10 ♪ ♪
Ben: AAH!
Ghostfreak: NO.
HE MUST BE ALIVE WHEN I MERGE WITH HIM
IF I AM TO CONTROL THE OMNITRIX.
[ BREATHING HEAVILY ]
WHAT'S THE MATTER, BEN?
AREN'T YOU GLAD TO SEE ME?
HAVEN'T YOU LEARNED BY NOW THAT NOTHING CAN STOP ME?
NOTHING EXCEPT...
[ BEEPING ]
GREY MATTER?
OH, MAN. GIVE ME A BREAK.
FIND HIM!
I CAN'T MERGE WITH HIM IN HIS ALIEN FORM.
BUT IT'S MERELY A MATTER OF TIME BEFORE HE TURNS HUMAN AGAIN.
Gwen: SHOULDN'T WE BE LOOKING FOR THE CORRODIUM?
Max: EASIER TO BRING THE ENTIRE KIT AND CABOODLE BACK TO EARTH
THAN WASTE TIME SEARCHING FOR A FEW ROCKS
IN A WHOLE ROCKET SHIP.
GUESS WE KNOW WHERE I GOT MY BRAINS FROM.
BUT YOU SURE YOU REMEMBER HOW TO FLY THIS THING, GRANDPA?
Grandpa: JUST LIKE RIDING A BICYCLE --
A 100-TON, 20,000-MILE-AN-HOUR, HIGH-TECH BICYCLE.
Dr. Vitchtor: WHY ARE WE CHASING THIS LITTLE PEST
WHEN THE MASTER PLAN IS SO CLOSE TO BECOMING REALITY?
MASTER...
NO!
Ghostfreak: YOU FOOL.
THAT LITTLE PEST COULD RUIN EVERYTHING WE'VE PLANNED.
DO AS I SAY, OR YOU SHALL BE THE FOCUS OF MY WRATH.
Grey Matter: MASTER PLAN?
I DON'T LIKE THE SOUND OF THAT.
AND I LIKE THE LOOKS OF IT EVEN LESS.
Grey Matter: Yo, Earth to Grandpa.
Come in, Grandpa.
BEN?
Gwen: IF YOU'RE CHECKING UP ON US, DON'T BOTHER.
WE'RE TOTALLY HANDLING THINGS UP HERE.
WE DON'T NEED YOUR HELP.
Wrong.
WHEN YOU HEAR WHAT I'M ABOUT TO SAY,
YOU'RE GONNA WISH YOU HAD MY ALIEN MUSCLE WITH YOU.
SINCE WHEN IS GREY MATTER MUSCLE?
Max: PLEASE, GWEN.
GO AHEAD, BEN.
Grey Matter: I FIGURED OUT WHAT OLD BOLT HEAD IS UP TO.
HE'S GOING TO PROJECT A CORRODIUM BEAM
FROM THE SPACE STATION TO A TRANSCEIVER IN NEW MEXICO.
Grandpa: Which will then spread it over the entire Earth!
Gwen: New Mexico?
Like where we first took on the werewolf?
DUH, THAT'S WHY HE WAS STEALING THAT SATELLITE EQUIPMENT.
A beam of Corrodium like that will mutate
all human and animal life on Earth.
Grey Matter: I THINK THAT'S JUST A SIDE EFFECT.
WITH THE SUN BLOCKED OUT,
GHOSTFREAK WOULD BE AT FULL POWER ALL THE TIME.
Both: GHOSTFREAK?
Grey Matter: Yeah.
Dr. Monster somehow brought Ghostfreak back to life.
He's behind all this stuff --
The werewolf, Mr. Mummy, everything!
Grandpa: HOLD ON A SECOND, BEN.
THAT'S STRANGE.
ACCORDING TO THIS, THE CORRODIUM INSIDE THIS SHIP IS MOVING.
HOW COULD IT BE MOVING?
UNLESS...AAH!
IT'S INSIDE THE MUMMY.
Grey Matter: GRANDPA! GWEN!
[ CRASH ]
OH, MAN.
COME ON, THINK.
THERE'S GOT TO BE SOMETHING IN ALL THIS JUNK THAT WILL HELP.
AHA!
[ GRUNTING ] WHOA!
[ BEEPING ]
NO!
[ GRUNTING ]
CAN'T KEEP THIS UP MUCH LONGER.
HANG ON, GRANDPA!
GWEN, WAIT.
YOUR SPELLS DON'T WORK INSIDE YOUR HAZMAT SUIT, REMEMBER?
YES, THEY DO.
JUST NOT LIKE THEY'RE SUPPOSED TO.
KIMOKIA OBJECTIA!
WHEW.
AT LEAST I BOUGHT US SOME TIME TO REGROUP IN THIS CLOSET.
WHO NEEDS BEN AND HIS ALIEN HEROES?
GWEN, THIS ISN'T A CLOSET.
IT'S AN AIR LOCK.
[ ALARM BLARING ]
Gwen: [ SCREAMING ]
Spaceship Computer: EXTERIOR AIR LOCK CLOSED.
REPRESSURIZING.
Gwen: NOT VERY STYLISH,
BUT YOU GOT TO LOVE THESE PLUMBER SUITS.
Grandpa: YEAH, BUT THEY WON'T LAST LONG IN ZERO ATMOSPHERE.
WE HAVE TO FIND ANOTHER WAY BACK INSIDE THE STATION AND FAST.
AW, STUPID WATCH.
UH, DON'T SUPPOSE YOU'D CONSIDER BECOMING A GOOD GUY, WOULD YOU?
[ BEEPING ]
SOON THE EARTH WILL BE MINE.
BUT FIRST -- THE OMNITRIX.
YOU WANT TO BE IN THE SPOTLIGHT?
HOW ABOUT THIS, FREAK?
[ LAUGHS ]
AAH!
Ben: STUN GUN -- A LITTLE PRESENT
FROM MY CLOSE PERSONAL FRIEND GREY MATTER.
MASTER!
YOU WILL PAY FOR YOUR INSOLENCE, CHILD.
AAH!
OH, YEAH. BADDER THAN THE BAD GUYS.
NOW I JUST HAVE TO FIGURE OUT A WAY TO GET UP INTO SPACE
AND HELP GRANDPA AND GWEN.
[ BEEPING ]
YES!
JUST GIVE ME SOMEONE I CAN USE.
NOW, THAT'S WHAT I'M TALKING ABOUT.
[ ROARS ]
Upgrade: OH, WHY CAN'T YOU
JUST STAY GROUNDED LIKE YOUR MASTER?
Grandpa: THERE SHOULD BE A MANUAL ACCESS PANEL AROUND HERE SOMEWHERE.
Gwen: YOU KNOW, FOR A GUY WHO NEVER WENT UP INTO SPACE,
YOU SEEM TO KNOW AN AWFUL LOT ABOUT IT.
Grandpa: I NEVER SAID I DIDN'T GO INTO SPACE.
I SAID I NEVER WENT INTO SPACE WITH NASA.
Spaceship Computer: TARGET IN RANGE.
BEGINNING TRANSMISSION IN 5, 4, 3, 2...
Grandpa: I DON'T THINK SO.
Computer: TRANSMISSION ABORTED.
Upgrade: WELL, THIS IS MY STOP.
THANK YOU FOR FLYING AIR UPGRADE.
BUH-BYE.
Dr. Vicktor: NO-O-O!
[ SNARLING ]
Both: BEN?
Upgrade: WHO ELSE?
SOMEBODY OPEN THE AIR LOCK.
LUCKY FOR YOU GUYS, A REAL HERO SHOWED UP.
[ BEEPING ]
Ben: OH, MAN.
I THINK I'M GONNA HURL.
YEAH, REAL HEROIC.
HEY, I JUST SAVED YOUR BUTT.
YOU KNOW WHAT YOUR PROBLEM IS?
BESIDES YOU?
YOU'RE THREATENED BY THE FACT
THAT WE CAN HANDLE OURSELVES WITHOUT YOU.
PLEASE.
WITHOUT ME, THAT MUMMY WOULD HAVE TOSSED YOU
INTO SPACE LIKE YESTERDAY'S GARBAGE.
[ BEEPING ]
Grandpa: WAIT, SOMETHING'S NOT RIGHT.
Computer: TARGET REACQUIRED.
Ben: GHOSTFREAK? BUT HOW?
YOU AREN'T THE ONLY ONE WHO CAN HITCH A RIDE ON A ROCKET.
Computer: 5, 4...
I'VE STOPPED YOU BEFORE. I CAN STOP YOU AGAIN.
TOO LATE!
[ BEEPING ]
[ SNARLS ]
All: [ SCREAMING ]
DARKNESS FALLS.
EARTH IS NOW MY DOMAIN!
Ghostfreak: NOW, HOW SHALL I DISPOSE OF YOU THREE?
OH, WHATEVER YOU DO, DON'T TOSS US OUT INTO SPACE.
EXCELLENT IDEA.
REMOVE THE SUITS.
NICE GOING, BIG MOUTH.
WHY DON'T YOU JUST HAND HIM OVER MY WATCH WHILE YOU'RE AT IT?
I CAN HANDLE THIS.
APPENDAGE-A GREGORIA!
YOU'VE LEARNED SOME NEW TRICKS
SINCE WE LAST MET, CHILD.
SHE'S NOT THE ONLY ONE.
[ BEEPING ]
Benvicktor: ELECTROMAGNETIC BODY.
SWEET.
AAH!
Grandpa: THE CONTROLS ARE LOCKED.
I CAN'T SHUT DOWN THE CORRODIUM BEAM.
Benvicktor: NO PROBLEM.
A LITTLE LIGHTNING SHOULD DO THE TRICK.
OKAY, IT'S GO TIME --
ME AND YOU.
HERE IN THE DARKNESS OF SPACE, I AM AT MY FULL POTENTIAL.
STAY AWAY FROM THAT TRANSMITTER, BOY.
MAKE ME.
YEAH, I STILL GOT THE RIGHT STUFF.
WHAT IN THE WORLD?
BET NEIL ARMSTRONG NEVER HAD TO DEAL WITH THIS.
LET'S SEE.
REANIMA VERDANICA!
OKAY.
HOW ABOUT -- REANIMA DYNAMICA?!
I, UH, GOT TO GO.
DOESN'T "OCCUPIED" MEAN ANYTHING TO YOU?
[ FLUSHING ]
DON'T FORGET TO PUT THE SEAT DOWN ON YOUR WAY OUT.
Ghostfreak: EVERY MINUTE BRINGS YOU CLOSER TO BECOMING HUMAN AGAIN.
IT'LL BE A PLEASURE TO WATCH YOU EXPLODE IN THE VACUUM OF SPACE.
NOW WE FINISH THIS.
DON'T KNOW WHAT YOU'RE DOING,
BUT I DON'T LIKE THE LOOKS OF IT.
NO-O-O-O!
[ SIGHS ] HUH?
YOU WILL PAY DEARLY FOR THAT.
TWO FREAKS DOWN, ONE TO...
WHERE DID HE GO?
GWEN!
[ ALARM BEEPING ]
GWEN.
Ben: NO WORRIES.
WE JUST HAVE TO WAIT UNTIL THE WATCH RECHARGES.
WE DON'T HAVE TIME.
THIS MODULE'S ABOUT TO DEPRESSURIZE.
Ben: WHAT ARE YOU DOING?
SAVING YOUR LIFE.
DON'T ASK ME WHY.
AW, GREAT.
NOW I GET TO FLOAT AROUND FOREVER WITH SPACE COOTIES.
Gwen: THIS IS NO PICNIC FOR ME EITHER.
SHOWER MUCH?
Grandpa: YOU KIDS NEED A LIFT?
MISSION ACCOMPLISHED.
I GUESS SAVING THE EARTH BEATS A MOONWALK.
I STILL SAY THINGS WOULD HAVE GONE A LOT SMOOTHER
IF YOU TWO WOULD JUST LET ME HANDLE EVERYTHING MYSELF.
WHY CAN'T YOU ADMIT WE'RE AS GOOD AS THE OMNITRIX?
FACE IT.
NOTHING IS AS GOOD AS THE OMNITRIX.
Ghostfreak: I COULDN'T AGREE MORE.
YOU HAVE ONLY DELAYED MY PLANS, BOY.
ONCE I HAVE CONTROL OVER THE OMNITRIX,
EARTH'S DEFENSES WILL BE POWERLESS AGAINST ME.
BEN, SUNNY-SIDE UP!
Ghostfreak: SMILING IN THE FACE OF YOUR DEMISE.
I ADMIRE THAT.
OH, I'M NOT SMILING AT MYDEMISE.
I'M SMILING AT YOURS.
Gwen: GRANDPA! NOW!
Ghostfreak: FOOLISH CHILDREN.
AAH!
Gwen: SO HAVE WE MADE OUR POINT ABOUT TEAMWORK YET?
Both: AAH!
Grandpa: WE TOOK ON TOO MUCH
DAMAGE WHEN I RAMMED THE TRANSMITTER.
THE SHIP'S BREAKING UP.
Cannonbolt: OUCH.
[ COUGHING ]
AW, AND HE COMPLAINED ABOUT BEING SMOTHERED IN MYCOOTIES.
Ben: ALL RIGHT, ALL RIGHT.
I GUESS WE ARE PRETTY GOOD AT KICKING BUTT TOGETHER.
TEAM?
Both: TEAM.
[ BEEPING ]
Ben: AND WE'VE SEEN THE LAST OF GHOSTFREAK.
GHOSTFREAK? OH, MAN.
UH, GUYS, WHERE ARE WE?