[explosion ]
[thunder crashing ]
Azmuth, come with me.
There's no point, time walker.
The Highbreed armada caught us totally by surprise.
Galvin's planetary defenses are down.
We don't have a chance.
And without the Galvin,
no other race in the galaxy has a chance, either.
But -- and I hesitate to say this
to the smartest being in the universe --
that's where you're wrong.
Explain.
We do have a chance --
the chance you made for us.
That is not what the Omnitrix is for!
The boy has proven more than once
that he can be used for purposes beyond what you intended.
Perhaps.
Come with me to Earth.
I'm not leaving my home -- not now!
And I'm not going back without you.
I sincerely hope you'll reconsider
in the next three seconds or so.
[ insects chirping ]
Ah. I'm all warmed up.
It's game time!
[grunting ]
PARADOX: I'm afraid the time for games has passed, my friend.
Professor Paradox?
And one other.
Come with me.
What's so important that I have to miss the auto show?
The imminent destruction
of your primitive world and all who live here.
But if you'd rather go look at a new convertible,
by all means.
Professor?
The Highbreed attack has already begun.
We know.
We've been fighting them for weeks.
The situation has escalated.
They have conquered my home world,
the only planet with the technology to fight them head-on.
And their next target?
Earth.
The Highbreed attack plan has worked on a dozen worlds.
They send a small number of Highbreed to the target planet.
Then infiltrate the locals
by turning them into DNAlien slaves.
And use the slaves to build a jump gate.
Correct.
A hyperspace jump gate is an interstellar shortcut allowing
the Highbreed to send warships
across the galaxy in a matter of seconds.
The three of us could barely take down one of their ships.
The ship you defeated wasn't a warship.
It was a small cruiser.
That's encouraging.
No force on this planet
could stand against even a single Highbreed warship.
They will send hundreds.
Yeah, okay, we get it.
We're hosed.
Unless we stop them before they complete
the hyperspace jump gate.
It should be simple enough to find,
even if they cloak it.
It would have to be someplace
with an enormous supply of quartz crystal,
to stabilize the matter- transmission frequency.
You mean like the abandoned quartz mine
in la Soledad?
Where we saw DNAliens building a giant arch.
So we know where we got to go,
and we know what we got to do.
Direct approach.
Sure. Direct...
but not stupid.
We've met a bunch of Plumbers' kids with superpowers,
and a lot of them owe us favors.
I say we call them in.
May I suggest you send your teammates out for that job?
Why?
I would have a word with the wielder of my Omnitrix,
in private.
Right.
Like I'm gonna miss this.
See you when you get back, Gwen.
Hey!
Kevin Ethan Levin, you come with us right now!
"Ethan"?
Your name is Kevin E. Levin?
You just lost all remaining pretense of cool.
You promised you'd never tell!
[ roars ]
Yeah, whatever.
So, you want to go a couple rounds or just give up?
[screeches ]
[ huffing ]
My reputation precedes me.
[grunting ]
Yeah, yeah.
Tell it to the sheriff.
KEVIN: Nice work, kid.
But if you really want to make a dent in the alien problem,
you should come with us.
Humans are not the brightest species in the galaxy.
So I ask you again, do you fully understand
the risks you are taking?
Of course.
The Highbreed want to take over the Earth.
The Highbreed want to destroy the Earth!
If you lose this war, it's the end of humanity.
So I won't lose.
Your foolish disregard of the enormity
of the odds against you is precisely why I cannot
allow you to take the Omnitrix into battle.
I have told you that the secret of the Omnitrix
is it allows you to walk a mile
in the shoes of other life-forms.
This is not the complete truth.
Here goes nothing.
[whirring ]
Works like a charm.
GWEN: Cooper?
Gwen! How'd you get in here?
I don't care.
It's great to see you.
O-oh. Intangibility glove.
Still experimental, but I can use it to create
an exception field to three-dimensional physics defying --
Maybe you can tell me about it later.
I need a favor.
Anything for you, Gwen.
You hear that, Gwen?
[ mockingly] Anything.
Give him a break, Kevin.
We're asking him to risk his life.
Kevin 's juvenile teasing doesn't bother me in the least.
My adoration for you is far too pure and strong to --
risk my life?
We're going back to La Soledad to fight the Highbreed.
You don't have to go if you don't want to.
If you're going...
...then so am I.
You lied to me?
[slurping ]
I withheld portions of the truth from you
until such time as you were ready.
And I'm ready now?
No.
But circumstances forced my hand.
The Omnitrix is the last hope of
alien species destroyed by the Highbreed.
How's it supposed to --
I have stored within it DNA samples
of every intelligent life-form
in the milky way galaxy.
10,000 of them. I know.
As I'm continually forced to point out,
you know very little.
There are over one million samples encoded in the Omnitrix.
A million?
And with the Omnitrix,
you have the power to return to life any species
that the Highbreed exterminates...
including the human race.
I will not let the Highbreed --
If you are destroyed with the Omnitrix,
there is no hope -- not for humanity,
nor for any other race the Highbreed extinguish afterwards.
The Omnitrix is Noah's ark, and you are Noah.
I cannot allow you to participate in the final battle.
[ insects chirping ]
How long is that gonna take?
Almost ready.
You're sure you want me to do this?
Ben said "all the help we could get."
Okay.
Switching on.
Free!
Aah!
Save yourself the trouble, Darkstar.
You don't get out of there unless we say so.
Kevin Levin and the lovely Gwen Tennyson.
To what do I owe this unexpected pleasure?
We're here to free you from the Null Void.
Why?
You put me in here in the first place.
Much as I'd like to take the credit,
Ben gets the glory on that one.
There's a threat to the Earth.
Ben needs your help.
We all do.
And if I promise to help you?
We let you out.
Simple as that.
Then we have an agreement...
lovely Gwen.
Let him out.
I don't like the way he talks to you.
We need him, Cooper.
[sighs ]
Why would you trust me?
I don't, but now that you're on Earth,
if you don't help us, you won't survive, either.
Sorry, Azmuth, but I don't buy your argument.
The Earth needs to be saved, and I'm going to do it.
I won't allow it!
How could you stop me?
I'll take the Omnitrix from you!
You'll try.
Very well.
If you insist on this foolishness,
perhaps it's best if you have the full power of the Omnitrix.
Access master control.
Master control unlocked.
Everything's unlocked?
How many aliens can I turn into?
1,000,903 genetic samples available.
The Omnitrix's menus are arranged in sets of 10
for simplicity's sake.
But with voice command, you can --
Got it.
[ knock on window]
Get out of my seat, Tennyson.
We brought some help.
Hi, Ben.
Julie!
Uh, what are you doing here?
You need help.
And you can help...how?
[whistles ]
Here, ship!
Ship, ship. Ship, ship.
Ship, ship.
Ship!
Oh.
Okay!
Why are we stopping here?
COOPER: It's a cloaking field.
Once we go inside, it's on.
Okay.
Nothing fancy.
We go in, we destroy the hyperspace jump gate,
we capture any Highbreed we can find.
That's it.
One more thing.
Whatever we were before, today we're a team.
We look out for each other.
We win or lose together.
Cannonbolt!
Haven't seen him for a while.
What can I say?
I'm feeling nostalgic.
They've been busy.
Snow?
The aliens like it cold.
I should have brought a jacket.
I've got a feeling it's going to get pretty hot in here.
ALL: [screeching ]
[tires screeching ]
[ticking ]
[grunting ]
Well, that's just revolting.
Ship!
[grunting ]
Yes.
Yes!
Yes!!
No!
Stop hurting them!
This is a battle.
We do what we must to survive.
These are human beings, Michael.
They're under alien control. We take them down, not out.
Understand?
You're a fool, Ben.
What would you do -- cure them?
Actually, that's not a bad idea.
Omnitrix, revert DNAliens to human.
Genetic damage repaired.
Again.
[gasping ]
As many as we can.
Warning -- energy reserves depleted.
Cycling to recharge mode.
Ugh.
Again.
[guns cocking ]
BOTH: Ugh!
Ben, are you okay?!
Wake up.
As much as you need your beauty sleep, now's not a good time.
What happened?
AZMUTH: You misused the power of the Omnitrix!
I was helping people.
You were wasting power in a pointless exercise!
Good intentions, Ben, but in matters like this,
timing is everything.
What do you mean?
It will come to you.
Are you saying I can't use the Omnitrix
to cure the DNAliens?
Now that I've seen how you do it,
maybe you don't have to.
Ugh!
What are those?
Oh, I like that.
One shot will revert a DNAlien to human.
And it won't hurt them?
They'll wake up with a little headache.
[ beeping ]
Jetray!
Aaaaah!
It's impossible.
That vermin must not be allowed to reach us.
Our forces are routed, master.
I do not think we can stop them.
Very well.
We must accelerate our plans.
Activate the jump gate now.
As you command.
Guys, the jump gate's powering up.
What do we do now?
We break it.
Aah!
Ugh!
Not a scratch.
What's it made of?
Neutronium carbon alloy.
Dude, that was totally -- what's that word?
Rhetorical.
Yeah. That.
Everybody, hit get it together.
On three.
One, two, three!
Nothing.
We're too weak.
Maybe not!
Way Big!
It's working, Ben!
Keep trying!
Back away! It's about to...