[ LAUGHING, CHEERING ]
AAH!
[ GROANS ]
[ RUMBLING ]
HA HA!
[ GASPS ]
THE OMNITRIX.
♪ 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!
I'M TELLING GRANDPA!
ARMARUS UMSPECTI!
[ GASPS ]
I JUST LOVE IT WHEN THINGS WORK OUT.
Gwen: HEY, YOU'RE THE ONE WHO ALWAYS WANTS MORE ATTENTION.
[ BEEPING ]
PHEW!
NEVER THOUGHT I'D BE SO GLAD TO BE ME AGAIN.
SORRY, FIDOS, PLAYTIME'S OVER.
OH, MAN!
Gwen: [ LAUGHS ]
HEY, GRANDPA, CHECK THIS OUT.
YOU REALLY SHOULDN'T
FOOL AROUND WITH YOUR POWERS LIKE THAT, GWEN, HONESTLY.
I THOUGHT YOU WERE MORE MATURE THAN THAT.
GRANDPA SEEMS PRETTY BUMMED.
REALLY?
HEY, GRANDPA, WHAT'S WRONG?
OH, NOTHING, NOTHING.
I'M FINE.
I JUST NEED A LITTLE TIME TO MYSELF, THAT'S ALL.
NO PROBLEM.
WE'LL BE AT THE PLAYGROUND.
HEY, THAT HURTS!
Ben: WHAT'S WRONG WITH YOU --
YOU KNOW, OTHER THAN THE OBVIOUS.
MY MOM TOLD ME THAT
GRANDMA AND GRANDPA MET IN ST. LOUIS.
YEAH. SO?
SO BEING HERE REMINDS HIM OF GRANDMA.
I THINK HE'S FEELING LONELY.
HA! SHOWS HOW MUCH YOU KNOW.
HOW CAN GRANDPA BE LONELY WHEN WE'RE AROUND HIM ALL THE TIME?
EVEN YOU CAN'T BE THAT CLUELESS.
[ CHILDREN SCREAMING ]
THE OMNITRIX.
WHERE DID YOU GET IT?
ANSWER ME!
YEAH, THAT'S A LONG STORY, BUT THE SHORT ANSWER IS...
DOESN'T MATTER 'CAUSE YOU AIN'T GETTING IT.
WHERE'D SHE GO?
OKAY, MR. HERO, REST TIME'S OVER.
GO FRY THE BAD GUY.
I'M SOAKED.
I CAN'T EVEN GET A SPARK.
[ GUN COCKS, LASER BLASTS ]
Grandpa: THAT WAS YOUR ONLY WARNING SHOT.
NOW, TURN AROUND -- SLOWLY.
THAT VOICE.
MAX?
XYLENE?
IS THAT YOU?
Heatblast: UH, DID I MISS SOMETHING?
ARE THESE CHILDREN WITH YOU?
HUH.
I DON'T SEE ANY BIG LIZARD.
ALL I SEE IS A BUNCH OF JUNK.
[ RUMBLING ]
[ ALL SHOUTING ]
SHE'S BEEN HERE FOR LIKE THREE HOURS,
AND SHE HASN'T SAID ANYTHING TO US.
YOU'D THINK WE WERE INVISIBLE OR SOMETHING.
DON'T TAKE IT SO PERSONAL.
THEY'RE JUST CATCHING UP.
SO, HOW'D YOU TWO MEET?
XYLENE AND I GO WAY BACK TO MY FIRST DAYS IN THE PLUMBERS.
WE WORKED A LOT TOGETHER IN THOSE EARLY YEARS.
YOU EVEN MADE ME AN HONORARY PLUMBETTE.
MMM! DELICIOUS.
WELL, IT'S NICE TO HAVE SOMEBODY AROUND HERE
WHO APPRECIATES MY COOKING.
WHY SHOULDN'T THE LIZARD LADY LIKE GRANDPA'S DINNER?
IT WAS CRAWLING ON THE GROUND AN HOUR AGO.
SO, XYLENE, WHAT BRINGS YOU BACK
TO EARTH AFTER ALL THESE YEARS?
THAT.
I KNEW IT!
SHE'S JUST LIKE ALL THE REST.
SHE'S ONLY INTERESTED IN THE OMNITRIX.
NOW, JUST CALM DOWN, BEN.
XYLENE, TELL HIM THAT'S NOT TRUE.
WHY WOULDN'T I BE INTERESTED IN THE OMNITRIX?
I'M THE ONE WHO SENT IT TO EARTH.
I WAS TRANSPORTING THE OMNITRIX
WHEN I WAS ATTACKED BY OUR OLD FRIEND.
REALIZING I COULD NO LONGER
PROTECT THE OMNITRIX FROM VILGAX,
I PLACED IT IN A SPECIAL POD...
[ GASPS ]
...AND JETTISONED IT TO THE PLANET BELOW FOR SAFEKEEPING.
WHEN I CRASHED,
MY BODY FELL INTO A HIBERNATIVE STATE UNTIL...
WELL, THE GOOD NEWS IS
THAT VILGAX IS NO LONGER A PROBLEM.
THANKS TO BEN HERE, HE'S COOLING HIS CLAWS IN THE NULL VOID.
YES, WELL, I'M SURE YOU'RE JUST BEING MODEST
ABOUT YOUR ROLE IN ALL THAT.
SO, SINCE VILGAX IS TAKEN CARE OF,
GUESS YOU DON'T NEED TO STICK AROUND HERE ANYMORE.
BENJAMIN, THAT'S HARDLY POLITE.
MY TRANSPORTATION WILL BE ON ITS WAY SHORTLY.
IN THE MEANTIME, YOU'LL BE OUR GUEST.
WE'LL USE THE TIME TO CATCH UP.
SO, YOU GUYS DON'T MIND CLEANING UP, DO YOU?
I DON'T LIKE HER.
REALLY?
I NEVER WOULD'VE GUESSED.
REMEMBER WHAT HAPPENED WITH GRANDPA'S OLD PARTNER PHIL?
I BETTER DO AN UNDERCOVER INVESTIGATION, HERO STYLE.
THESE DISHES AREN'T GONNA WASH THEMSELVES, YOU KNOW!
OR WILL THEY?
Xylene: THE YOUNGSTERS -- I NEVER THOUGHT
YOU'D TURN OUT TO BE THE DOMESTIC TYPE.
DON'T YOU MISS YOUR PLUMBER DAYS?
WELL, WE STILL GET OUR FAIR SHARE
OF EXCITEMENT AROUND HERE,
ESPECIALLY SINCE YOU DROPPED
THAT LITTLE PRESENT OF YOURS IN OUR LAPS.
YOU HAVEN'T AGED AT ALL SINCE I LAST SAW YOU.
Wildvine: IF THIS KEEPS UP, I'M GONNA HURL SAP.
DO YOU REMEMBER THAT NIGHT?
HOW COULD I FORGET?
Xylene: RUMORS ARE SWIRLING THAT
THERE'S SOME NEW DNA WEAPON OUT THERE.
SURE YOU WON'T CHANGE YOUR MIND AND COME WITH ME?
TEMPTING, BUT UNTIL I BRING VILGAX DOWN,
I HAVE A JOB TO DO HERE.
BUT WE'LL ALWAYS HAVE ROSWELL.
Xylene: WITH VILGAX OUT OF THE PICTURE,
THERE'S NOTHING KEEPING YOU HERE ANY LONGER.
I COULD USE YOUR HELP OUT THERE.
ANOTHER TEMPTING OFFER.
Wildvine: NO WAY!
DON'T ASK.
SO, WHAT'S UP WITH GRANDPA AND XYLENE?
SHOULD'VE KICKED HER BUTT
BACK TO OUTER SPACE WHEN I HAD THE CHANCE.
GRANDPA SEEMS TO LIKE HER.
MAYBE WE SHOULD GIVE HER A CHANCE.
RIGHT. NEXT THING YOU KNOW,
SHE'LL WANT US TO CALL HER "GRANDMA LIZARD."
FORGET ABOUT IT.
[ BOTH GASP ]
ISN'T THAT ONE OF VILGAX'S ROBOT BUDDIES?
[ COUGHS ]
IT MUST BE AFTER THE OMNITRIX.
YOU WANT THIS?
[ BEEPING ]
YOU GOT TO TAKE IT FROM ME!
WHAT IN THE WORLD?
I CAN HANDLE THIS!
I DON'T NEED YOUR HELP!
ELOTA OBJECTIA!
IT'S TAKING OVER THE RUST BUCKET!
Four Arms: UH-OH.
XYLENE!
[grunting]
WE MAKE A GOOD TEAM.
ALWAYS DID.
Four Arms: SORRY ABOUT THE RUST BUCKET, GRANDPA.
GUESS I GOT A LITTLE CARRIED AWAY.
YEAH, MAYBE JUST A LITTLE.
GUESS THAT MECHADROID WAS THE SAME ONE
THAT FELL TO EARTH WITH YOU.
AND IT SEEMS TO BE DOING THE MERGY THING
LIKE THE OTHER ONE.
APPARENTLY THEY DEVELOPED THE ABILITY
TO AMALGAMATE MECHANICAL DEVICES
IN ORDER TO FULFILL THEIR PROGRAMMING --
NAMELY, RETRIEVE THE OMNITRIX.
YOU ARE SURE THE MECHADROID WAS DESTROYED, AREN'T YOU?
Diamondhead: YES, I'M SURE THE MECHADROID WAS DESTROYED.
GIVE ME A BREAK.
Xylene: IF YOU WANTED TO BE TRULY HELPFUL,
A GALVANIC MECHAMORPH WOULD'VE BEEN MORE APPROPRIATE.
SHE MEANS UPGRADE.
YEAH, WELL, YOU'RE NOT THE BOSS OF ME.
COME ON, NOW, BEN.
XYLENE PROBABLY DOES KNOW A THING OR TWO ABOUT THE OMNITRIX.
MAYBE YOU SHOULD LISTEN TO HER.
Diamondhead: YOU'RE TAKING HERSIDE?
YOU'RE BEING IRRATIONAL.
IF I'M SUCH A MESS-UP,
THEN WHY DID YOU SEND THE WATCH TO MEIN THE FIRST PLACE?
I DIDN'T SEND YOUTHE OMNITRIX.
YOU FOUNDTHE OMNITRIX
BEFORE IT REACHED ITS INTENDED RECIPIENT.
WHAT?
THE POD CONTAINING IT VEERED
SLIGHTLY OFF ITS INTENDED COURSE.
[ BEEPING ]
I GOT THE WATCH BY MISTAKE?
Xylene: OF COURSE.
YOU DIDN'T BELIEVE THAT I WOULD PURPOSELY SEND
THE MOST POWERFUL DEVICE IN THE UNIVERSE
TO A CHILD, DID YOU?
I WAS SENDING IT TO MAX.
GUESS IT WOULD MAKE MORE SENSE,
GRANDPA BEING A PLUMBER AND ALL.
OH, WELL, GREAT!
JUST TAKE IT BACK, AND YOU TWO CAN CRUISE AROUND THE UNIVERSE.
SEE IF I CARE!
BEN!
GWEN.
DID I SAY SOMETHING WRONG?
Ben: LEAVE ME ALONE.
SO THE WATCH WASN'T MEANT FOR YOU.
SO WHAT?
YOU'VE DONE A PRETTY GOOD JOB WITH IT SO FAR.
IT'S NOT JUST ABOUT THE WATCH, DOOFUS.
DON'T YOU GET IT?
SHE WANTS GRANDPA TO GO AWAY WITH HER JUST LIKE BEFORE,
ONLY THIS TIME THERE'S NOTHING KEEPING HIM HERE.
Xylene: I'M SORRY, MAX.
I MUST ADMIT THESE HUMAN OFFSPRING ARE A MYSTERY TO ME.
ON MY PLANET, ONCE YOU HATCH, YOU'RE ON YOUR OWN.
WELL, SOON YOU WON'T HAVE TO WORRY ABOUT THEM.
THE MECHADROID.
XYLENE!
NO!
GRANDPA!
YOU SAID YOU TRASHED THAT THING.
Xylene: WE ALL THOUGHT IT WAS DESTROYED.
THAT DOESN'T MATTER NOW.
IT DOESN'T?
Gwen: WAIT.
IF THAT THING ONLY WANTS THE OMNITRIX,
WHY DID IT KIDNAP GRANDPA?
BECAUSE IT KNOWS I'LL COME RESCUE HIM.
IT'S A TRAP.
EXACTLY. THAT'S WHY --
LOOK, I KNOW YOU'RE GONNA GIVE US THE WHOLE
"THE OMNITRIX IS MORE IMPORTANT THAN ANY SINGLE BEING" LECTURE.
WELL, IT IS.
Ben: BUT NO WAY ARE WE
LETTING THAT LIVING JUNKYARD HURT HIM.
I AGREE --
Ben: SO HELP US OR GET OUT OF OUR WAY BECAUSE...
Xylene: BE QUIET AND LISTEN.
YOU'RE NOT THE ONLY ONES WHO CARE ABOUT MAX.
IF WE WORK TOGETHER, WE CAN SAVE HIM AND THE OMNITRIX.
TRUCE?
All: TRUCE.
TIME IS CRUCIAL.
AS WE STAND HERE, IT'S COLLECTING MORE AND MORE ITEMS,
BECOMING STRONGER FOR ITS FINAL BATTLE WITH US.
WHERE WOULD THE MECHADROID HAVE ACCESS
TO THE MOST MECHANICAL ITEMS IN THIS AREA?
ST. LOUIS IS THE LARGEST RIVER PORT
IN THE UNITED STATES.
THE DOCKS.
GRANDPA!
BEN, GO!
THIS THING HAS GOT CONTROL OF THE NANOTECH IN MY PLUMBER SUIT.
Grandpa: DO WHATEVER IT TAKES TO BRING THIS THING DOWN,
EVEN IF THAT MEANS TAKING ME WITH IT.
Ben: SORRY, GRANDPA.
NOT AN OPTION.
IS THIS WHAT YOU WANT?!
I'LL SWAP YOU STRAIGHT UP -- MY GRANDPA FOR THE OMNITRIX!
BEN, DON'T DO IT!
WE KNOW WHAT WE'RE DOING.
"WE"?
MAX, WE MUST STOP MEETING LIKE THIS.
[ GASPS ]
GWEN!
[ GASPS ]
WE HAVE TO DESTROY THE ORIGINAL MECHADROID TO DEFEAT IT.
SOUNDS LIKE A JOB FOR UPGRADE.
I HAVE A BETTER IDEA, BUT YOU MUST TRUST ME.
YOUR GRANDFATHER'S LIFE DEPENDS ON IT.
[ BEEPING ]
Upchuck: WHAT'S THIS THING SUPPOSED TO DO?
YOU'RE GOING TO EAT IT.
LITERALLY EAT IT.
THAT'S YOUR POWER.
WELL, I AM KIND OF HUNGRY.
[ TIRES SCREECH ]
NOW, SPIT!
COOL! EXPLODING LOOGIES!
I'VE GOT UPCHUCK POWER!
OHH, GREAT!
LIKE YOU WEREN'T DISGUSTING ENOUGH ALREADY.
I'LL GET MAX.
LET GO OF HIM!
BEN, HANG ON!
Upchuck: NOW FOR DESSERT.
WAY TO GO, BEN.
[ BEEPING ]
YUCK.
BAD ROBOT.
CAN I GET SOME MOUTHWASH OR SOMETHING?
[ BURPS ]
Ben: I WANTED TO APOLOGIZE FOR BEING KIND OF A DOOFUS BEFORE.
I GUESS I WAS JUST JEALOUS.
BUT IF YOU MAKE GRANDPA HAPPY, THEN I'M HAPPY.
YOU CERTAINLY ARE A TENNYSON, AREN'T YOU?
TAKE GOOD CARE OF THAT, BEN.
VILGAX ISN'T THE ONLY ONE INTERESTED IN IT.
WELL, YOU'VE MANAGED TO IMPRESS ANOTHER ALIEN.
GUESS WE SHOULD LET GRANDPA SAY GOODBYE.
YEAH, BUT TO WHO?
Xylene: YOU'RE NOT COMING, ARE YOU?
IT'S A BIG GALAXY OUT HERE,
BUT RIGHT NOW THOSE KIDS ARE MY WHOLE WORLD.
UGH!
GROSS!
WE'LL ALWAYS HAVE ROSWELL.
WE THOUGHT WE WERE GONNA LOSE YOU, GRANDPA.
NAH, YOU CAN'T GET RID OF ME THAT EASY.
COME ON. LET'S GO.
Both: FRONT SEAT!
CALLED IT FIRST!
DID NOT!
Ben: DID TOO!