[ CAR APPROACHES ]
[ POWERFUL ENGINE SOUNDS ]
>> Gwen: THERE IT IS UP AHEAD,
JUST LIKE YOUR TIP SAID.
>> Kevin: YOU SOUND SURPRISED.
>> Ben: NOT SURPRISED.
THE WHOLE THING SEEMS A LITTLE
PAT.
>> Kevin: YOU THINK IT'S A TRAP?
I COULD JUST KEEP DRIVING.
>> Ben: NO.
SOMEBODY WENT TO A LOT OF
TROUBLE TO GET US HERE.
LET'S PLAY IT OUT.
[ TIRES SCREECH ]
[ SCREECHING ]
>> Kevin: AHHH!
UGH!
[ SCREECHING ]
[ BEEP ]
[ BONES CRACKING ]
>> Spidermonkey: SPIDERMONKEY!
[ GRUNTS ]
LEAVE IT ON.
IT'S SUPPOSED TO BE GOOD FOR THE
COMPLEXION.
[ TIRES SCREECH ]
>> Gwen: [ MOANS ]
UGH!
>> Spidermonkey: [ GRUNTING ]
[ SCREECHES ]
>> Kevin: [ GRUNTING ]
[ ALL CHATTERING ]
[ TIRES SCREECH ]
>> Kevin: MAN, I'VE NEVER SEEN
YOU FIGHT LIKE THAT.
>> [ GRUNTS ]
>> Kevin: BEN?
WAIT A MINUTE.
IF YOU'RE NOT BEN...
>> Gwen: WHO ARE YOU?
[ THEME MUSIC ]
>> Gwen: TELL ME THIS ISN'T
GONNA BE ONE OF THOSE EVIL-TWIN
THINGS AGAIN.
>> ARE YOU ALL RIGHT?
>> Spidermonkey: UH, YEAH, FINE.
BUT WHO ARE YOU?
>> JUST SOMEONE WHO SAW A FELLOW
ARACHNACHIMP IN TROUBLE AND DID
WHAT ANY OF US WOULD HAVE DONE.
>> Spidermonkey: WELL, I SURE
APPRECIATE THAT.
BUT I'M NOT REALLY ONE OF YOU.
>> Ben: SEE?
I HAVE THIS THING CALLED THE
OMNITRIX, AND I CAN BECOME...
>> ANY ONE OF 10 ALIENS.
YOU'RE THE FAMOUS BEN TENNYSON,
AREN'T YOU?
I NEVER THOUGHT I'D MEET YOU.
>> Ben: YEAH.
HEY, MAYBE YOU CAN HELP US STOP
THOSE DNAliens.
>> DNAliens?
>> Ben: THOSE THINGS THAT
ATTACKED US WERE DNAliens.
YOU'VE NEVER HEARD OF...
>> NO, AND I'M SORRY, BUT I
CAN'T DO ANYTHING MORE FOR YOU.
I'VE GOT SOMETHING IMPORTANT I
HAVE TO DO.
>> Ben: THEN MAYBE I CAN HELP
YOU.
>> YOU KNOW, YOU'RE EVERYTHING
THEY SAY YOU ARE, AND MORE.
IF YOU REALLY WANT TO HELP, JUST
TELL ME WHERE THERE'S A
CRYOGENICS LAB AROUND HERE.
>> Ben: A WHAT?
>> IT'S NOT IMPORTANT.
I'LL FIND IT MYSELF.
GLAD I COULD HELP YOU, AT LEAST.
WITH ANY LUCK, MY OWN MISSION
WILL GO AS WELL.
>> Kevin: HOW COME YOU HAVEN'T
ASKED ME WHAT THIS IS?
>> Ben: I'M WORRIED ABOUT THE
SPIDERMONKEY.
>> Kevin: WHY?
>> Ben: HE SAVED MY LIFE.
YOURS, TOO.
>> Kevin: I REPEAT MY QUESTION.
>> Gwen: WHAT'S THAT, KEVIN?
>> Kevin: SEE, BEN?
THAT'S A NORMAL LEVEL OF
CURIOSITY.
>> Kevin: IT FELL OFF ONE OF
THOSE DNAliens.
I'M TRYING TO FIGURE OUT WHAT IT
DOES.
>> Gwen: GRANDPA USED SOMETHING
LIKE THIS TO CLEAN HIS EARS.
YOU PRESS DOWN ON THIS AND BORIC
ACID SOLUTION COMES...
[ SIZZLING ]
>> Kevin: EAR CLEANER, HUH?
>> Gwen: GUESS THE DNAliens USE
STRONGER ACID.
[ EXPLOSION ]
[ ALARM BLARES ]
[ SCREECHES ]
>> Goop: GOOP!
FIGURED I'D FIND YOU HERE.
IT'S ME, BEN.
WHAT ARE YOU DOING?
>> I -- I NEED SOME EQUIPMENT.
>> Goop: SO, YOU JUST DECIDED TO
TAKE IT?
THAT'S CALLED STEALING.
>> CAN'T BE HELPED.
[ GUNFIRE ]
>> Goop: NO!
>> Ben: WHAT AM I SUPPOSED TO DO
WITH YOU?
I OWE YOU ONE, BUT YOU'RE JUST A
COMMON THIEF.
>> HOW DARE YOU!
I'M SORRY.
YOU'RE RIGHT.
I AM A THIEF.
BUT NOT A COMMON ONE.
MY NAME IS SIMION.
PRINCE SIMION.
>> Ben: PRINCE?
NOW, WAIT A MINUTE.
>> WE CALL MY PLANET ARACHNA.
THERE'S A LEGEND WE HAVE ABOUT
SOMEONE NAMED JEFRED.
HE WAS LEADING THE ARACHNACHIMPS
AGAINST AN ARMY OF ALIENS.
HE WAS TOTALLY OUTNUMBERED.
IT LOOKED HOPELESS...
UNTIL HE SAW A LIGHT COMING FROM
A CAVE.
INSIDE, HE FOUND A CRYSTAL
REFRACTING LIGHT FROM THE ENEMY
CAMPFIRES.
HE SAW THAT THE CAVE WAS REALLY
A NATURAL TUNNEL THAT LED TO THE
ALIENS' REAR FLANK.
HE LED HIS SOLDIERS THROUGH THE
TUNNEL ON A SNEAK ATTACK.
THEY WERE ABLE TO DRIVE OFF THE
ALIENS, AND IT NEVER WOULD HAVE
HAPPENED WITHOUT THAT CRYSTAL.
JEFRED WAS CROWNED KING OF
ARACHNA, AND THE CRYSTAL BECAME
THE SYMBOL OF OUR MONARCHY.
MY FATHER -- THE KING -- HE DIED
SUDDENLY WHEN I WAS FINISHING
SCHOOL.
BUT JUST AS I WAS ABOUT TO BE
CROWNED, THE CRYSTAL
DISAPPEARED.
THE PEOPLE THOUGHT IT WAS A SIGN
I DIDN'T DESERVE TO BE KING.
A MILITARY DICTATOR TOOK OVER.
>> Ben: WHAT ARE YOU GOING TO
DO?
>> PROVE THAT I AM WORTHY OF THE
THRONE.
I'M GONNA GET THAT CRYSTAL BACK.
>> Ben: WHERE IS IT?
>> HIDDEN IN A FORTRESS.
THAT'S WHY I NEED THAT
EQUIPMENT -- TO HELP ME BREAK
IN.
AND THAT'S ALSO WHY YOU CAN'T
INTERFERE ANYMORE.
UNDERSTAND?
>> Ben: WAIT.
YOU DON'T HAVE TO STEAL ANYTHING
ELSE.
LET ME HELP YOU.
>> Gwen: BUT YOU DON'T EVEN KNOW
THIS GUY.
>> Kevin: AND WHAT DO YOU GET
OUT OF HELPING HIM?
>> Ben: 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.
>> Gwen: BEN, LOOK.
YOU SHOULDN'T BE GOING OFF ON
YOUR OWN WITH SOMEONE WE DON'T
KNOW.
>> Ben: I'M NOT GOING ALONE.
I TOLD HIM I WOULDN'T GO WITHOUT
YOU TWO.
>> Kevin: GREAT.
SO, WHERE'S THE FORTRESS?
>> Ben: ON THE MOON.
>> HERE'S THE ENTRANCE.
AND HERE'S WHERE THE ROBOTS
PATROL OUTSIDE.
IF WE LAND OVER HERE, THEY WON'T
SEE US.
>> Ben: ONE PROBLEM.
WE'RE GOING TO NEED PRESSURIZED
SUITS TO GO FROM THE SHIP TO THE
FORTRESS.
I BROUGHT SOME.
>> Ben: BUT WHEN I'M IN THE
SUIT, I WON'T BE ABLE TO USE THE
OMNITRIX.
>> Kevin: CRAZIEST THING WE'VE
EVER DONE, AND THAT'S SAYING A
LOT.
>> Gwen: BEN IDENTIFIES WITH THE
PRINCE.
THEY BOTH HAD A LOT OF
RESPONSIBILITY THROWN AT THEM.
THEY'RE BOTH YOUNG.
>> Kevin: THEY BOTH GET ON MY
NERVES.
>> YOU HEAR THAT?
>> Ben: HEAR WHAT?
>> OH, I FORGOT.
YOUR HEARING'S NOT AS GOOD AS
OURS.
THEY'RE SAYING THEY DON'T TRUST
ME.
I'M TOO YOUNG.
>> Ben: DON'T LISTEN TO THEM.
I ALMOST NEVER DO.
>> BUT I'VE HEARD IT BEFORE FROM
OTHERS.
>> Ben: LOOK, SIM, NOBODY
THOUGHT A KID COULD HANDLE
SOMETHING LIKE THE OMNITRIX, BUT
I DID IT.
YOU CAN DO THIS.
>> YOU'RE RIGHT, BEN.
I'LL SHOW THEM.
I'LL SHOW THEM ALL.
>> Ben: SIM, WE'LL SHOW THEM,
OKAY?
>> Kevin: UH, WHAT ARE WE
SUPPOSED TO DO WITH THE EXTRA
ARMS?
>> Ben: YOU NEVER USED TO HAVE A
PROBLEM FIGURING OUT WHAT TO DO
WITH YOUR ARMS.
THAT'S WHAT THE GIRLS SAY.
>> Kevin: WHICH GIRLS?
>> THESE DRONES ARE THE FIRST
LINE OF DEFENSE.
WHEN THEIR RADAR SPOTS SOMETHING
MOVING, THEY MAKE A BEELINE FOR
IT AND EXPLODE ON CONTACT.
I CAN PROBABLY DODGE THEM.
>> Ben: I COULDN'T.
>> Kevin: DON'T LOOK AT ME.
MY POWERS ARE USELESS UNLESS I
CAN TOUCH SOMETHING.
AND WHEN I'M IN THIS SUIT, I
CAN'T.
[ WHIRRING ]
[ BEEPING ]
>> LOOK OUT!
>> Gwen: GOT IT.
HUH!
WHAT ARE YOU WAITING FOR?
GO!
[ GRUNTS ]
[ ALL GRUNTING ]
>> Ben: CAN'T DO IT ALL ON YOUR
OWN, SIM.
REMEMBER THAT.
[ BEEPING ]
[ AIR WHOOSHING ]
>> Kevin: NICE TO BE OUT OF THIS
MONKEY SUIT.
UH, NO OFFENSE.
>> A LITTLE HELP, PLEASE.
[ ALL GRUNTING ]
>> WHAT NOW?
>> Kevin: ME.
I GOT THEM.
GO!
>> KEVIN, PHONE!
>> NO ROAMING CHARGES?
>> Ben: WHICH WAY?
>> I DON'T THINK IT MATTERS.
>> Ben: CAN YOU REACH OVER AND
ACTIVATE IT FOR ME?
>> TOO FAR.
>> Ben: GREAT, WE'RE STUCK LIKE
THIS.
>> Kevin: BEN?
JUST CHECKING IN.
Everything's cool on my end.
Ben, can you hear me?
>> Ben: I CAN HEAR YOU.
NOT COOL ON THIS END!
>> Kevin: Haven't heard from you
in a while.
>> Ben: I SAID, NOT COOL!
GET OVER HERE!
>> HE CAN'T HEAR YOU.
YOU HAVE TO HOLD DOWN THE
BUTTON.
>> Ben: GOOD LUCK WITH THAT.
>> Kevin: Well, guess you would
have called if there was a
problem.
OVER AND OUT, OR WHATEVER.
>> BEN, WHAT GOOD IS THAT GOING
TO DO?
[ CLANGING ]
>> Ben: SIMION, GET THAT.
>> I...CAN'T.
NO, WAIT! I CAN!
>> Ben: SPRAY IT ON THE FLOOR.
HURRY!
[ SIZZLING ]
ANY IDEA WHERE WE ARE?
>> THIS WASN'T IN THE
BLUEPRINTS.
BUT A LEADER LEADS.
LET'S TRY THIS WAY.
BY THE WAY, WHERE'D YOU GET THE
DNAlien RESIN REMOVER?
>> Ben: LONG STORY.
[ ALARM BLARING ]
[ COUGHING ]
OOH.
YOW!
IT'S PROBABLY JUST A SHORT
CIRCUIT.
UH, THAT'S IT.
[ GASPS ]
UH-OH!
WHY ME?
WHY ME?!
HELLO?
TESTING.
ONE, TWO, THREE.
TESTING.
HELLO?
[ FEEDBACK ]
WHOEVER YOU ARE, YOU HAVE TO
LEAVE RIGHT NOW.
I'M SERIOUS!
>> Ben: HE SOUNDS SCARED,
DOESN'T HE?
>> YOU SHOULDN'T BE IN HERE.
HEY, I HAVE TO FIX THAT!
YOU CAN'T...
THAT DID IT!
>> I DON'T THINK WE CAN OPEN
THIS THING.
>> Ben: NO, BUT I KNOW WHO CAN.
Big Chill: BIG CHILL.
GO FOR IT.
>> [ GRUNTS ]
>> NOW I HAVE TO FIX THAT, TOO!
>> OUT OF THE WAY.
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.
>> THEN I'LL DO IT MYSELF.
[ CLANG ]
>> AHHH!
>> Big Chill: NO!
>> I DON'T SUPPOSE YOU'D TELL ME
WHAT'S GOING ON HERE.
JUST A CLUE, MAYBE?
>> Jetray: YOU FIRST.
>> [ GASPS ]
[ CRACKLING ]
AHHHHHH!
>> Ben: THAT'S GOT TO SMART.
>> Chromastone: CHROMASTONE!
>> UGH!
>> Chromastone: [ GRUNTING ]
>> Ben: SIM, I GOT IT.
HAD TO PUT IT IN HERE JUST IN
CASE THERE WAS ANY RESIDUAL
ELECTRICITY OR RADIATION.
>> YOU KNOW, WE MAKE A PRETTY
GOOD TEAM, DON'T WE?
WHAT'S THE MATTER?
>> Ben: THAT GUARD.
HE WAS JUST DOING HIS JOB.
HE DIDN'T WANT TO HURT ANYBODY,
BUT YOU WERE GOING TO KILL HIM.
>> BEN, THERE ARE A LOT MORE
LIVES THAN HIS AT STAKE BACK
HOME.
NOW, GIVE ME --
>> Ben: IF YOU'RE REALLY TRYING
TO MAKE YOUR PLANET A BETTER
PLACE, YOU CAN'T START OUT BY
MURDERING SOMEONE.
>> [ SIGHS ]
YOU'RE RIGHT.
ALL I EVER WANTED TO DO WAS
LEAD.
BUT IF I HAVE TO SACRIFICE MY
PRINCIPLES TO BECOME A LEADER,
I'LL NEVER BE A GOOD ONE.
THANKS, BEN.
>> Ben: YOU'RE WELCOME, SIM.
BUT THAT SOUNDED A LITTLE PAT.
YOU KNOW -- PHONY?
>> [ SCREECHES ]
>> Ben: [ GRUNTS ]
YOU DON'T DESERVE TO BE KING.
>> IDIOT!
I MADE UP ALL THAT STUFF.
YOU KNOW WHAT THIS PLACE REALLY
IS?
IT'S AN INTERGALACTIC
COMMUNICATIONS CENTER.
AND THE CRYSTAL IS IT'S POWER
SOURCE.
ONCE IT'S GONE, NO ONE'S GOING
TO BE ABLE TO CALL FOR HELP WHEN
THE HIGHBREED INVADE.
>> Ben: [ GRUNTS ]
>> SORRY, BEN.
THAT CRYSTAL'S LEAVING HERE WITH
ME.
>> Ben: LET'S SEE WHAT
HUMONGOUSAUR HAS TO SAY ABOUT
THAT.
AH!
AHHHH!
UGH!
>> I DON'T THINK HUMONGOUSAUR
HAS ANYTHING TO SAY.
[ LAUGHS ]
[ POP ]
>> Kevin: HEY, SIM, WHERE'S BEN?
RIGHT BEHIND ME.
>> Gwen: WHAT ARE YOU DOING?
WHERE ARE BEN AND KEVIN?
>> I, UM, UH -- AW, FORGET IT.
>> Gwen: AHH!
>> Kevin: GWEN, IT'S OKAY.
LET HIM GO.
>> Gwen: WHAT DO YOU MEAN, LET
HIM GO?
HOW ARE WE SUPPOSED TO GET HOME?
>> Ben: LU'S GOING TO LET US
USE HIS SHUTTLE.
>> Gwen: LU?
WHO'S LU?
>> Ben: HE'S THE TECHIE WHO
RUNS THIS PLACE.
I SAVED HIS LIFE, AND HE TOLD ME
WHAT WAS REALLY GOING ON.
COURSE, I WAS ALREADY SUSPICIOUS
WHEN SIMION KNEW WHAT THE
DNAlien EAR CLEANER WAS.
REMEMBER HOW HE'D TOLD US HE'D
NEVER HEARD OF THEM?
>> Gwen: YEAH, BUT THE PRINCE --
HE'S GOT THE CRYSTAL NOW, AND --
>> Ben: THAT GUY'S NO PRINCE,
BELIEVE ME.
AND HE DOESN'T HAVE THIS.
>> Gwen: IF YOU'VE GOT THE
CRYSTAL, WHAT DOES HE HAVE?
>> I'M TELLING YOU, THIS
TENNYSON KID IS WAY OVERRATED.
TRICKED HIM INTO HELPING ME
STEAL THE CRYSTAL, AND HE NEVER
HAD A CLUE.
>> SOUNDS LIKE YOU MADE A REAL
MONKEY OUT OF HIM.
NO OFFENSE.
>> OFFEND ME ALL YOU WANT, LONG
AS YOU KEEP PAYING ME LIKE
THIS.
>> FIRST, I'D LIKE TO SEE THE
CRYSTAL.
>> OF COURSE.
>> WHAT IS THIS?
A JOKE?
>> JOKE?
WHAT DO YOU MEAN?
IT -- IT -- IT'S A MISTAKE.
>> IT CERTAINLY IS.
WE DISTINCTLY TOLD YOU TO BRING
US THE CRYSTAL.
MAYBE YOU DIDN'T HEAR US.
MAYBE YOU NEED TO HAVE YOUR EARS
CLEANED.
[ SIZZLING ]