GWEN: There it is up ahead, just like your tip said.
Kevin: You sound surprised.
Not surprised.
The whole thing seems a little pat.
You think it's a trap?
I could just keep driving.
No.
Somebody went to a lot of trouble to get us here.
Let's play it out.
[tires screech ]
[screeching ]
Ahhh!
Ugh!
[screeching ]
Spidermonkey!
Leave it on.
It's supposed to be good for the complexion.
[tires screech ]
GWEN: [ moans ]
Ugh!
[grunting ]
[screeches ]
[grunting ]
[all chattering ]
[tires screech ]
Man, I've never seen you fight like that.
[grunts ]
Ben?
Wait a minute.
If you're not Ben...
Who are you?
Tell me this isn't gonna be one of those
evil-twin things again.
Are you all right?
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.
Well, I sure appreciate that.
But I'm not really one of you.
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.
Yeah.
Hey, maybe you can help us stop those DNAliens.
DNAliens?
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.
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.
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.
How come you haven't asked me what this is?
I'm worried about the spidermonkey.
Why?
He saved my life.
Yours, too.
I repeat my question.
What's that, Kevin?
See, Ben?
That's a normal level of curiosity.
It fell off one of those DNAliens.
I'm trying to figure out what it does.
Grandpa used something like this to clean his ears.
You press down on this and boric acid solution comes...
[sizzling ]
Ear cleaner, huh?
Guess the DNAliens use stronger acid.
[explosion ]
[alarm blares ]
[screeches ]
Goop!
Figured I'd find you here.
It's me, Ben.
What are you doing?
I -- I need some equipment.
So, you just decided to take it?
That's called stealing.
Can't be helped.
[gunfire]
No!
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.
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.
What are you going to do?
Prove that I am worthy of the throne.
I'm gonna get that crystal back.
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?
Wait.
You don't have to steal anything else.
Let me help you.
But you don't even know this guy.
And what do you get out of helping him?
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.
Ben, look.
You shouldn't be going off on your own with someone we don't know.
I'm not going alone.
I told him I wouldn't go without you two.
Great.
So, where's the fortress?
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.
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.
Craziest thing we've ever done,
and that's saying a lot.
Ben identifies with the prince.
They both had a lot of responsibility thrown at them.
They're both young.
They both get on my nerves.
You hear that?
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.
Don't listen to them.
I almost never do.
But I've heard it before from others.
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.
Sim, we'll show them, okay?
Uh, what are we supposed to do with the extra arms?
You never used to have a problem
figuring out what to do with your arms.
That's what the girls say.
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.
I couldn't.
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!
Got it.
Huh!
What are you waiting for? Go!
Go!
[grunts ]
[all grunting ]
Can't do it all on your own, Sim.
Remember that.
Nice to be out of this monkey suit.
Uh, no offense.
A little help, please.
What now?
Me.
I got them.
Go!
Kevin, phone!
No roaming charges?
Which way?
I don't think it matters.
Can you reach over and activate it for me?
Too far.
Great, we're stuck like this.
Ben?
Just checking in.
Everything's cool on my end.
Ben, can you hear me?
I can hear you.
Not cool on this end!
KEVIN: Haven't heard from you in a while.
I said, not cool!
Get over here!
He can't hear you.
You have to hold down the button.
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!
Spray it on the floor.
Hurry!
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?
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!
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.
No, but I know who can.
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?
I think I hate puns,
and I know I don't like to freeze people.
Then I'll do it myself.
Ahhh!
No!
I don't suppose you'd tell me what's going on here.
Just a clue, maybe?
You first.
[gasps ]
[ crackling ]
Ahhhhhh!
That's got to smart.
Chromastone!
Ugh!
[grunting ]
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?
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 --
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.
You're welcome, Sim.
But that sounded a little pat.
You know -- phony?
[screeches ]
[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.
[grunts ]
Sorry, Ben.
That crystal's leaving here with me.
Let's see what Humongousaur has to say about that.
Ah!
Ahhhh!
Ugh!
I don't think Humongousaur has anything to say.
[laughs ]
Hey, Sim, where's Ben?
Right behind me.
What are you doing?
Where are Ben and Kevin?
I, um, uh -- aw, forget it.
Ahh!
Gwen, it's okay. Let him go.
What do you mean, let him go?
How are we supposed to get home?
Lu's going to let us use his shuttle.
Lu? Who's Lu?
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?
Yeah, but the prince --
he's got the crystal now, and --
That guy's no prince, believe me.
And he doesn't have this.
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 ]