[ rumbling ]
[electronic pinging ]
MAN: Station to patrol ship.
Nothing to report.
The prisoner is secure.
Copy that.
Can't say I'm surprised.
[ rapid beeping ]
What is that?
Attention, unidentified vehicle.
You're entering secure space.
I will fire if you proceed.
[alarm blaring ]
[thudding ]
GHOSTFREAK: [sighs ]
Please, the light burns!
And if I were to stop it?
Don't toy with me, Vilgax.
Ask for what you want.
VILGAX: I do not ask, Ghostfreak.
I demand, and you obey!
I will free you from your prison, and in return,
you will tell me what I wish to know.
The knowledge to defeat Ben Tennyson,
the secrets of the Omnitrix!
Tell me, then I will set you free.
And five centuries later...
Look, you're the one who suggested miniature golf.
That's only 'cause there was supposed to be
a rogue alien wrecking this place.
It's supposed to be a little cute alien,
not a scary one.
Whatever.
Scariest thing so far is how bored I'm getting.
Ha! Another hole in one!
I'm...still counting that.
[ chittering ]
Finally! Let's bag him and go home!
Hi, there, little guy.
[sizzling ]
This is why I hate miniature golf.
[gasps ]
[sizzling ]
Ow!
[snickers ]
I hate golf, but I'm a big fan of whack-a-mole.
[ chittering ]
[grunting ]
You know, this is a lot more fun at the arcade.
[grunting ]
[squealing ]
It's like he knows when we're gonna hit him.
BEN: Maybe you're just not hitting hard enough.
Humungousaur!
[squealing ]
Just... stand...still!
[ chitters ]
Hey, Gwen --
a mole in one!
Ha!
[ chomps ]
Aah!
Keep him there, Ben!
But he's got acid spit!
[ chomping ]
[squeals ]
Nice shot.
Yeah, I guess he wasn't up to par.
What do you mean?
It's a golf joke.
Never mind.
[grunting ]
Next time, we're going go-kart racing.
[ rumbling ]
[air whooshes ]
What was that?!
Whatever it was,
it better not have landed on my ride.
[ car alarm blaring ]
Stay right here.
[ blaring continues ]
Ben...Tennyson.
I need...
your help.
Burger Shack.
BEN: I got you the kiddie meal.
So don't let them know you're over 8.
What's your problem, Gwen?
Don't you remember how many times
this guy tried to kill you?
Not exactly.
A lot.
That's what makes this so much fun.
What was it you needed?
I...need...your help.
You shouldn't even be here.
You were banished from our planet!
And what makes you think he's gonna help you,
squid face?
One word --
Ghostfreak.
What about him?
Interested now?
You should be.
He escaped from your Omnitrix, almost destroyed you.
I know. I was there.
And I was there when he escaped
from the maximum-security prison
built to hold only him!
He's on the loose?
And more powerful than ever.
He even tried to possess me.
He always was the possessive type.
That still doesn't tell us why you're here.
Even though I drove him off,
Ghostfreak wasn't finished with me.
But instead of seeking revenge directly...
he attacked my world!
[screeches ]
[screams ]
VILGAX: Every one of my people
he possessed became a Ghostfreak minion,
slave to his hive mind.
I tried to defend my home world,
but the infestation spread exponentially.
Within weeks, Ghostfreak controlled my entire planet.
He had what he wanted.
There was nothing I could do...
but escape...
and bring back help.
That is to say, you, Ben Tennyson.
And you think I'm going with you because why?
Because this is your fault!
What?
I've never even been to your planet!
You freed Ghostfreak from the Omnitrix!
His actions are your responsibility.
Of course, if you'd rather I do it alone...
Not a chance, Vilgax.
And how did you know --
VILGAX: We are wasting time!
My people are not warriors like me!
They are innocent women and children.
Why should we believe anything you say?
What other reason
would I come groveling to your pitiful planet?
He makes a good point.
Come on!
This couldn't be a more obvious trap
if there was a sign that read, "free cookies."
BEN: Probably.
But I really like cookies.
We're going.
If he is telling the truth,
we can't just let people suffer.
Better them than us.
My watch, my responsibility.
It's not just all about Ben Tennyson.
Vilgax won't touch you while I'm around.
It's totally safe.
But the first sign of a double-cross,
and you're a sushi platter!
Looked better in the brochure.
Ghostfreak is the cause of all this.
Now stay.
Stay.I mean it.
[whimpers ]
I thought you said Julie trained that thing.
We should probably focus on our other problems.
They haven't seen us yet.
Get in here!
[grunts ]
[Ghostfreaks screeching ]
Phew. Tricked them.
[eerie wailing ]
What is that?
A child crying.
Guess they weren't after us.
[grunts ]
What are you doing?!
Giving away our location!
I knew we couldn't trust the squid.
That's okay.
I was kind of getting sick of being nice to him.
[ beep]
Swampfire!
I can't believe you thought you could trick us into...
[whimpering ]
...saving a little girl?
Okay, now I feel like a jerk.
The big bad has a conscience.
Who knew?
Don't let them reach her!
The Ghostfreaks can possess anything they touch!
Like us?
Nice!
I wasn't even sure that was a plant.
[gasps ]
[grunting ]
Great.
Even the freaks don't want me.
Kevin...
That's a good thing!
You should stay up front!
[grunts ]
VILGAX: Are you injured?
No, my lord Vilgax.
Thank you, my lord Vilgax!
It is not safe here.
Stay inside and be quiet.
You are so losing your evil cred.
Watch your tone, Ben Tennyson!
If I did not need your help --
There's the bad guy we all love to hate.
So what's next?
Got some puppies that need saving?
We eliminate Ghostfreak.
Without his mental control, his minions will be powerless.
Where do we find him?
He's got to be in your house.
My castle.
Yes. It is well-fortified.
I've got an idea.
But I need to get close to Ghostfreak.
You got to have a house key
hidden under a rock somewhere.
I take your meaning.
There is a secret way into my stronghold.
But it is not pleasant.
[water trickling ]
Seriously? A trash chute?
You should be grateful
I called off the flesh beetles.
"Grateful."
That's the word.
Ghostfreak seems to have a real grudge against you, Vilgax.
He...simply sees my planet as the jewel it is.
Jewel?
[scoffs ] Even better.
Once we take the freak down,
we can find out what he really wants.
You seem confident.
Told you, I have a plan.
He's there.
But for my plan to work, I need a distraction.
You suggest me?
Nothing says distraction like a tentacle-faced alien.
Ghostfreak!
Ah, Vilgax.
Back for more?
This time, you will die, ectonurite scum!
Before I enslaved your planet,
as I will the universe.
All I needed was a place to start.
Even now, my minions build starships
to infest other worlds.
But now that you're here,
I wouldn't mind possessing your power, as well.
You are welcome to try.
Alien DNA sample acquired.
Ghostfreak!
That was it?
That was your plan?
Don't worry, Gwen.
Ghostfreak was one of the Omnitrix originals.
I've controlled him befo--
[wheezes, coughs ]
Ben? Are you okay?
Never felt better.
[gasps ]
What's the matter with you?
Kevin!
His Omnitrix is gone!
That can't be good.
[laughs evilly]
Ben, stop it!
Don't you see?
Ben Tennyson is no longer in control of his body.
Ghostfreak is!
But Ben's still in there somewhere.
We can't hurt him!
Speak for yourself.
What a wonderful opportunity.
Both of my greatest enemies in one body.
What is it you humans say?
I can kill two birds with one stone?
[ pulsates ]
[grunts ]
Leave him alone!
Foolish child.
He'll destroy you if I let him.
Oh, yeah.
Thanks for the help.
I grow weary of your "help."
[grunts ]
[grunts, groans ]
[groans ]
[ pulsates ]
[groans ]
Ben! Stop it!
You're hurting your friends!
Please, I know you're in there somewhere!
[grunts ]
And that's exactly what I plan to take care of.
[groans ]
Finally, no more distractions.
And much more destruction.
[groans ]
[grunting ]
To me,my servants!
[grunting ]
Hold him.
I wish to possess this one myself.
With Vilgax, Ben Tennyson, and myself as one,
there will be no power in the universe that can stop me!
[grunts ]
[screeches ]
Ben...Tennyson!
N-o-o-o-o-o-o-o-o!
[ beep] No, no, no, hold your applause.
KEVIN: [groans ]
Aw, you guys missed the whole thing!
We saw enough.
Ben, that was really, really stupid.
Except for the part where it worked, right?
And we almost got creamed in the process.
You're not in this alone, or did you forget?
So, no victory parade?
ALL: Long live Vilgax!
Long live Vilgax!
Look at you. You got a fan club.
I do not presume to take credit for your deed,
Ben Tennyson.
Hey, I'm not gonna tell anybody.
What happens in Vilgaxia stays in Vilgaxia.
A wise choice.
GWEN: Hey, Ben!
I found Ship.
He was emulating some kind of alien toaster,
but I convinced him to change back for now.
After making 10 loaves of toast.
Can we leave already?
VILGAX: Yes.
You have helped me achieve my goal,
and so you have won your miserable lives.
Won them? You tried to kill us!
Foolish child.
If I had not taken you out of the battle,
Ben Tennyson himself would have -- permanently.
Don't do us any more favors,Vilgax.
It won't happen again, I assure you.
This is not over, Ben Tennyson.
In fact, now that the secrets of the Omnitrix
are mine and there are none left to stop me...
I'd say it's a rather auspicious beginning.