[ buzzes ]
Synaptak!
Hang on!
I'm coming for you!
[ buzzes ]
Please be all right.
Where is he?!
Where is Ultimo?!
ULTIMO: Right here, Vilgax!
And rest assured you will pay dearly
for your craven attack on my teammates.
The galactic code of conduct --
Aah!
Ohh!
VILGAX: The galactic code of conduct
says that a conqueror's challenge
is between the greatest warrior
of the attacking race and
the greatest warrior of the planet under attack.
That's me...and you.
Your teammates cheated.
But that won't change the outcome.
I am the most powerful hero on this planet.
I'll perish before I let it fall into your hands.
Yes. You will.
I salute you.
You have withstood an assault from the Ruby Ray of Ulo.
[groans ]
I...can't...let you...win!
The battle is over, hero.
Go now to your rest.
[exhales deeply]
[ metal clanks ]
VILGAX: People of planet T.K.,
I have defeated your champion!
By the rules of the galactic code,
as ratified by the Casey-Kelly accords,
I claim dominion over this planet.
Congratulations, lord Vilgax, conqueror of 10worlds.
Prepare the transfer, Lackey.
As you command, master.
[ metal clanks ]
[ machine whirring ]
It is done.
Ultimo's powers are now yours.
The power of the greatest heroes
of 10 worlds surges within me!
Finally, I am ready to take my revenge.
Master?
We travel to Earth,
where I will destroy that backwater
world's greatest hero -- Ben Tennyson!
KEVIN: Aaahhhh!
Aah! Let me go!
[ hisses ]
I thought snakes were supposed
to rattle before they strike.
I'm not a r-r-rattlesnake.
Whatever.
I was just making conversation.
I was looking for some metal to absorb.
[ metal clanking ]
Hold still!
Aah!
Back off!
Snake venom burns!
I s-swallow my prey whole.
I did not need to know that.
Kevin? You okay?
I will be, Gwen, as soon as I armor up.
[groans ]
This would be a lot easier if Ben was here,
like he promised, an hour ago.
Guess that fancy watch of his doesn't keep good time!
I just wonder where he is.
[slurping ]
Ahh!
Pardon the intrusion, Ben Tennyson.
I mean you no harm.
I am Lukic, senior ambassador of the Dracosian empire.
[ burps ]
Sorry.
More room out than in.
You are wise, indeed, Ben Tennyson.
I have been granted the great honor of presenting you with this.
As a small token of gratitude for your part
in saving all life in the universe
from extinction at the hands of the Highbreed,
my people present you with the galactic medal of honor --
The highest award a non-Dracosian can be given.
Thanks.
I could probably turn into one of you guys.
The people of Dracosia marvel
at your power and offer you our gratitude.
Yeah.
That's what they all say.
TV ANNOUNCER: This summer, Ishiyama and Kenko play
the game of their lives!
"Sumo Slammers" the motion picture!
[screams ]
[gasps ]
[ cellphone rings ]
[ beeps ] Yeah? Hello?
GWEN: Ben?
It's your cousin Gwen.
Uh-huh.
GWEN: Is this a bad time?
Yeah, kinda.
There's going to be a "Sumo Slammers" movie,
and I'm waiting to see if the commercial's coming back on.
GWEN: Well, I'm really sorry to disturb you, Ben.
I-it's just that you're late for our mission!
And the bad guy is kicking our butts.
So if it's not too much trouble, hero up and get over here!
Uh, sorry, Gwen. Guess I just forgot.
GWEN: Now!
Jetray!
Cannonbolt!
About time you got here.
There's going to be a "Sumo Slammers" movie.
Really?! Live-action?
Guys, focus!
Bad guy on the loose.
It's not a problem, Gwen.
Creeps like this, um, what's your name?
I am S-Serpent, the snake that walks like a man.
[ bones crunch ]
[ bones crunching ]
Is it okay if I call you "Roadkill" --
the snake that only made it halfway across the street?
[groans ]
I'll take that as a yes.
That didn't take long.
We've been fighting that guy for over an hour!
Oh.
"Oh"? Where were you?!
Watching some TV, getting another medal.
That reminds me --
I should get some kind of trophy case.
You are so full of yourself lately.
What's the big deal?
I got here and I took out the bad guy for you.
What?
MANNY: Shotgun! I called it!
You're already riding shotgun.
Why do you keep calling it over and over?
Because it's fun to yell "shotgun."
Shotgun!
MAX: Okay, Manny, that's enough.
This is a Plumber's training mission, not a --
[ beeping ]
What is that?
Planetary defense alert.
We just put the satellites in a month ago.
An alien war fleet is heading for Earth.
I take back what I said earlier, kids.
This isn't a training mission.
This is the real deal.
[tires squealing ]
[ horn blares ]
[ indistinct radio chatter]
[ helicopters whirring ]
[whirring ]
[voice amplified ] Okay, buddy, last time.
Either come along quietly,
or we're gonna take you down hard.
Doubtful.
[ clicks ]
[ beeping ]
[ beeping intensifies ]
[ men screaming ]
[ men groaning ]
If you distract me again, I shall not be so merciful.
[ machine whirring ]
It is done.
No power on this pitiful planet can breach my force field.
All within may bear witness
to the historic events about to unfold.
The master comes.
People of Earth, I am Vilgax.
Shortly, you will know me as your master.
Pursuant to the galactic code of conduct, lord Vilgax
challenges this planet's greatest protector to a trial by combat.
To the victor, the Earth.
[tires squealing ]
[tires screech ]
MANNY: Never gonna happen, fish face.
Listen to the kid, Vilgax.
He knows what he's talking about.
Max Tennyson...
and a particularly Motley Crew of new Plumbers, I see.
Cooper! No!
[ missiles screaming ]
How many times do I have to tell you --
watch out for the laser beams.
You're very fast.
But are you faster than this?
Ohh!
Helen!
[grunting ]
Put me down!
Precisely my intention.
[screaming ]
[ inhales deeply]
[wind howling ]
Aah!
[groans ]
Aah!
[groans ]
Now...
where are you hiding, Max Tennyson?
Closer than you think!
Oh. There you are.
Aah!
[groans ]
Don't waste time draining their feeble powers.
Leave them here to deliver my message.
In one Earth rotation,
I will return to this place
to battle the Earth hero called Ben 10...
for the fate of the Earth.
And if he does not come?
Then I will exercise my legal rights...
and destroy this pitiful planet.
GWEN: I'm not kidding, Ben!
I'm really mad at you.
But you won't stay mad at me.
I'm adorable.
You're completely full of yourself!
Which is forgivable because I'm so adorable.
[slurps ]
You were late for a mission!
Kevin and I could have been killed!
And I don't think you're adorable.
I think you're obnoxious.
Obnoxious -- that's what Gwen used to call me all the time.
Am I using it right?
Couldn't have said it better myself.
You've been obnoxious ever since you --
Saved the whole entire universe?
See? You're doing it again.
Obnoxious.
After stopping the Highbreed invasion,
I think we deserve to enjoy our success.
[scoffs ]
So lighten up.
Have a smoothy on me.
Okay.
Here's a smoothy on you.
[ both laugh ]
I hope you like pineapple.
Come on, Ben. This is a new shirt.
[ beeping ] Wait.
It's the Plumbers' com link.
That's got to be...
Grandpa Max.
Bad news, Ben.
Vilgax is back.
You're kidding me!
Last time, I threw him into space.
MAX: I'm sure he remembers.
Vilgax has issued a conqueror's challenge to you.
Ben can't accept that.
Sure I can.
What is it?
The Galvin set it up to limit the destruction
caused by interplanetary wars.
Rather than risk mass destruction,
both planets can choose a single warrior to represent them.
The winner becomes the ruler of both worlds.
And Vilgax is challenging me?
Cool! When and where do I kick his butt?
[gunfire]
Ooh!
That's going to leave a mark.
You'd think.
He's more powerful than ever,
and we barely used to beat him in the old days.
We were like 10 years old.
You see how easy he
took down Max and his new Plumbers?
Those were the rookies.
We're the "A" team.
We defeated the Highbreed and...
BOTH: Saved the whole entire universe.
We know.
I still think you're gonna need an edge.
What's that for?
You know your Omnitrix?
Yeah.
We're gonna hack it.
[ crickets chirping ]
[electronic beeping ]
I don't think this is such a good idea.
Relax.
I've been, uh, acquiring stuff we need to fix the Omnitrix for months.
Years, if you count back
to when you were trying to steal it from me.
Let it go, Ben.
It's too risky.
It's riskier not to.
I figured out a lot about how the Omnitrix works,
but if we can bypass the safeguards and
unlock the master control,
I'll be able to do anything with it.
You ever think there's a reason they call them "Safeguards"?
If we get this working,
I'll have full control of every transformation in the watch.
Vilgax won't stand a chance.
I'm in.
Let me see if I can access the user interface.
[electronic beeping ]
Ooh. Sorry.
Are you sure you know what you're doing?
As much as ever.
[electronic beeping ]
See? Nothing to worry abou--
[ beeping intensifies ]
Azmuth?
Yes. Azmuth, creator of the Omnitrix.
And I don't think I've ever thanked you for that.
Really nice of you.
This is no time for jests, Ben Tennyson.
My disappointment with you is great.
Yeah.
The line starts over here.
Once I believed you possessed
the maturity to wield the most powerful weapon in the universe.
And then you paid the slightest bit of attention.
It is only very recently that Ben
has strayed from the hero's path.
But I saved --
I know what you have achieved.
That is the only reason that I allow you to keep the Omnitrix.
My hope is that you will grow into the role.
But the full power cannot be entrusted to you.
Do not tamper with the Omnitrix, Ben Tennyson.
You are not ready.
Whoa.
Seriously.
You really dodged a bullet that time, Ben.
Are you kidding me?
This is obviously a test.
Test?
Sure.
Azmuth wants me to take the situation into my own hands.
If I want the power, I have to earn it.
That is so not what he meant.
Want to help me?
No.
Scared of the little guy?
Yes.
I'm pretty sure I know how to do this myself, anyway.
[ machine whirring ]
Ben, that doesn't look right.
Turn it off!
[alarm blaring ]
Never mind that.
It's overloading.
Dump the watch!
It'll take too long!
Run for it, both of you!
[whirring intensifies ]
Kevin: Maybe I can...